FIRST LANCASTER FEDERAL SAVINGS BANK
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                   -------------------------------------------

         This Agreement  entered into as of the 7th day of December,  1995 (the
"Effective  Date") by and between  First  Lancaster  Federal  Savings  Bank (the
"Bank") and Tony A. Merida (the "Executive").


         WHEREAS,  the  Executive  currently  is  employed  in the  capacity  of
Executive  Vice  President  of the Bank,  and is  expected  to  continue in this
capacity; and

         WHEREAS,  the Bank desires to retain the  services of the  Executive to
the  Bank  and as  such  wishes  to  provide  the  Executive  with  supplemental
retirement income as an added incentive to remain employed at the Bank.

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements hereinafter contained, and other good and valuable consideration,
receipt  of which is  hereby  acknowledged,  the  parties  hereto  agree to this
Agreement as follows:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

         "Agreement"  shall mean this  agreement  between the  Executive and the
Bank.

         "Annual  Offset  Amount"  shall mean the sum of (i) the primary  social
security  benefit  payable  annually to the  Executive as of the earliest  date,
following his termination of employment, on which he could begin to collect such
benefit  (regardless  of when such  payment  actually  begins),  (ii) the annual
benefit that would be payable to the Executive  under the Bank's Pension Plan in
the form of a 50% joint  and  survivor  annuity,  with his  Surviving  Spouse as
contingent   beneficiary,   commencing   upon  his   termination  of  employment
(regardless of when he actually begins to collect such benefits),  and (iii) the
annual  amount  that would be payable to the  Executive  if that  portion of his
account under the Bank's 401(k) Plan which would be  attributable  to the Bank's
contributions  (assuming the Executive contributed the maximum amounts permitted
by Federal  tax laws)  were paid to him in the form of a 50% joint and  survivor
annuity,  with his Surviving Spouse as contingent  beneficiary,  commencing upon
his termination of employment  (regardless of when he actually begins to collect
such benefits).

         "Average Annual Compensation" shall mean the average of the Executive's
highest Compensation for the three calendar years (whether or not such years are
consecutive) in the five calendar years immediately  preceding the calendar year
in which his employment with the Bank terminates for any reason.

         "Bank" shall mean First Lancaster Federal Savings Bank.

         "Benefits"  shall  mean,  collectively,   the  benefits  payable  under
Articles II and III of the Agreement.
<PAGE>

         "Board" shall mean the board of directors of the Bank.

         "Change in  Control"  is defined  in the Bank's  Directors'  Retirement
Plan,  and shall be defined in the same manner for  purposes of this  Agreement.
Any  amendment  to the Bank's  Directors'  Retirement  Plan that  modifies  said
definition shall be deemed to apply with equal force,  effect, and timing to the
definition  of Change in Control for purposes of this  Agreement,  except that a
modification  that may adversely affect a Participant shall be ineffectual as to
the Executive unless he consents in writing to be bound by the modification.

         "Compensation"  shall  mean  the  amount  of W-2  earnings  paid to the
Executive  by the Bank (plus any amounts  withheld  from the  Executive  under a
401(k) Plan or cafeteria plan sponsored by the Bank) within a calendar year.

         "Disability"  shall mean a physical or mental  infirmity  which impairs
the  Executive's  ability to  substantially  perform  his duties to the Bank and
which  results in the  Executive  becoming  eligible  for  long-term  disability
benefits under the Bank's long-term disability plan (or, if the Bank has no such
plan in effect,  which impairs the Executive's ability to substantially  perform
his  duties to the Bank for a period of one  hundred  eighty  (180)  consecutive
days).

         "Executive" shall mean Tony A. Merida.

         "Just Cause" shall mean, in the good faith  determination of the Board,
the Executive's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary, in the good faith determination of the Board, duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  case-and-desist  order,  or  material  breach  of any  provision  of this
Agreement.

         "Surviving  Spouse" shall mean the Executive's  spouse,  if any, on the
date of his  death,  but shall  not  include  a spouse  from whom he is  legally
separated or divorced at the time of his death.

         "Vested  Percentage" shall be equal to the product of (i) the number of
the  Executive's  full  calendar  years of  employment  with the Bank  following
December 31, 1995 up to 10 years,  and (ii) ten percent  (10%).  Notwithstanding
the foregoing,  the Executive's  Vested Percentage shall accelerate to 100% upon
(i)  termination of his  employment  due to his death or  Disability,  or (ii) a
Change in Control.


                                   ARTICLE II
                      RETIREMENT BENEFITS FOR THE EXECUTIVE
                      -------------------------------------

         In the event that the  Executive's  employment with the Bank terminates
for any reason other than death or Just Cause,  the Bank shall pay the Executive
an annual  payment for the  remainder of his life in an amount per year equal to
(i)  the  product  of his  Vested  Percentage  and  70% of  his  Average  Annual
Compensation,  less (ii) his Annual Offset  Amount.  The payments due under this
Article  shall begin on the first day of the second month  following the date of
the

<PAGE>
Executive's  termination of employment  with the Bank,  and shall  thereafter be
made on the annual  anniversary  dates of such  first  payment  date.  Except as
provided in Article III, no Benefits shall be payable  hereunder after the death
of the Executive.

         Notwithstanding  the foregoing,  but only to the extent  required under
federal banking law, the amount payable hereunder shall be reduced to the extent
that on the date of the Employee's  termination  of  employment,  either (i) the
present  value of his  Benefits  exceeds the  limitations  that are set forth in
Regulatory Bulletin 27a of the Office of Thrift Supervision, as in effect on the
Effective Date, or (ii) such reduction is necessary to avoid subjecting the Bank
to  liability  under  Section  280G of the  Internal  Revenue  Code of 1986,  as
amended.  In  addition,  any  payments  made to the  Employee  pursuant  to this
Agreement,  or otherwise,  are subject to and conditioned  upon their compliance
with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

                                   ARTICLE III
                                 DEATH BENEFITS
                                 --------------

         In the event that the Executive dies before benefit  payments  commence
under Article II hereof, the Bank shall pay to the Executive's  Surviving Spouse
an annual  payment for the  remainder of the  Surviving  Spouse's  life (up to a
maximum of 20 years) in an amount  equal to 50% of the annual  benefit  that the
Executive  would have received under Article II if he had terminated  employment
on the date of his death and then had a Vested Percentage equal to 100%.

         In the event  that the  Executive  dies  after  benefit  payments  have
commenced  under  Article  II  hereof,  the Bank  shall  pay to the  Executive's
Surviving  Spouse an annual payment for the remainder of the Surviving  Spouse's
life (up to a  maximum  of 20 years)  in an  amount  equal to 50% of the  annual
Benefits  that the  Executive  would have received if he had survived to collect
all of the Benefits payable to him under this Agreement.

         Death  benefits  shall be payable  only  pursuant to this  Article III,
shall  commence  on the first day of the first month  following  the date of the
Executive's  death, and shall thereafter be made on the annual anniversary dates
of such first payment date.


                                   ARTICLE IV
                               SOURCE OF BENEFITS
                               ------------------

         The primary source of Benefits shall be the general assets of the Bank.
However,  the Bank may establish and fund an  irrevocable  trust (the  "Trust"),
whereby  assets  of the Bank  will be held by the  Trust  pursuant  to the Trust
Agreement,  subject to claims by general  creditors  of the Bank by  appropriate
judicial  action as provided by such Trust.  Any  insurance  policy or any other
asset acquired or held by the Bank in connection with the liabilities assumed by
it hereunder,  shall not be deemed to be held under any trust for the benefit of
the  Executive  or his  Surviving  Spouse (if any),  or to be  security  for the
performance of the obligations of the Bank,

<PAGE>
but shall be, and remain, a general, unpledged,  unrestricted asset of the Bank.
Neither  Executive nor his Surviving  Spouse (if any) shall be named as owner of
any insurance policy, if any, held in connection with the liabilities hereunder.

         The trustee of the Trust shall inform the Board  annually  prior to the
commencement of each fiscal year as to the manner in which Trust assets shall be
invested. In the event that funds from the Trust are at any time insufficient to
pay  Benefits,  the  obligation  to pay Benefits  shall  constitute an unfunded,
unsecured promise by the Bank to provide such payments as and to the extent such
Benefits become payable.  In such case,  Benefits shall be paid from the general
assets of the Bank, and no person shall, by virtue of this  Agreement,  have any
interest in such assets (other than as an unsecured creditor of the Bank).

                                    ARTICLE V
                                   ASSIGNMENT
                                   ----------

         Except as  otherwise  provided  by this  Agreement,  it is agreed  that
neither the  Executive  nor his  Surviving  Spouse (if any) nor his estate shall
have any right to  commute,  sell,  assign,  transfer,  encumber  and  pledge or
otherwise convey the right to receive any Benefits hereunder, which Benefits and
the  rights   thereto   are   expressly   declared  to  be   nonassignable   and
nontransferable.

                                   ARTICLE VI
                            NO RETENTION OF SERVICES
                   TERMINATION OR SUSPENSION UNDER FEDERAL LAW
                   -------------------------------------------

         The Benefits  payable under this Agreement shall be independent of, and
in addition to, any other employment  agreement that may exist from time to time
between the parties hereto, or any other compensation payable by the Bank to the
Executive, whether salary, bonus, retirement income under employee benefit plans
sponsored or  maintained by the Bank, or  otherwise.  This  Agreement  shall not
restrict  the right of the Bank to  terminate  the  Executive's  employment,  or
restrict the right of the Executive to terminate his employment.


         If  the  Executive  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) or (g)(1)),  all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but vested rights of the
parties shall not be affected.

         If the Bank is in default (as defined in Section 3(x)(1) of FDIA),  all
obligations  under this  Agreement  shall  terminate  as of the date of default;
however, this paragraph shall not affect the vested rights of the parties.

         All  obligations  under this Agreement shall  terminate,  except to the
extent that  continuation  of this  Agreement  is  necessary  for the  continued
operation of the Bank:  (i) by the Director of the Office of Thrift  Supervision
("Director  of  OTS"),  or his or her  designee,  at the time  that the  Federal
Deposit  Insurance  Corporation  ("FDIC") or the  Resolution  Trust  Corporation
enters into an agreement to provide assistance to or on behalf of the Bank under
the

<PAGE>

authority  contained  in Section  13(c) of FDIA;  or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound condition. Such action shall not affect any vested
rights of the parties.

         If a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Executive
from participating in the conduct of the Bank's affairs,  the Bank's obligations
under this Agreement  shall be suspended as of the date of such service,  unless
stayed by appropriate  proceedings.  If the charges in the notice are dismissed,
the  Bank  may in its  discretion  (i)  pay  the  Executive  all or  part of the
compensation  withheld while its contract  obligations were suspended,  and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.

                                   ARTICLE VII
                            RIGHTS OF THE EXECUTIVE.
                            ------------------------

         The rights of the Executive and of his Surviving  Spouse (if any) under
this Agreement shall be solely those of an unsecured creditor of the Bank except
as may be provided in this Article.

                                  ARTICLE VIII
                               CHANGE IN CONTROL;
                          OR TERMINATION FOR JUST CAUSE
                          -----------------------------

         The  provisions of this Article shall  supersede any provisions of this
Agreement to the contrary.

         In the event of a Change in Control,  the Executive's Vested Percentage
shall become 100%.  In addition,  at any time no later than five  business  days
following a Change in Control, the Bank shall establish the Trust (if it has not
been previously  established),  and shall contribute an amount to the Trust that
is projected to be sufficient to enable the Trust to pay all Benefits that could
become payable.

         In the event of the  Executive's  termination  of  employment  for Just
Cause,  no  Benefits  shall be  payable  hereunder,  and the Bank  shall have no
further  obligations  hereunder,   unless  and  to  the  extent  that  the  Bank
determines, in its sole and absolute discretion, to the contrary.

                                   ARTICLE IX
                                 REORGANIZATION
                                 --------------

         The Bank  agrees that it will not merge or  consolidate  with any other
corporation or organization,  or permit its business activities to be taken over
by any  other  organization,  unless  and  until the  succeeding  or  continuing
corporation  or  other  organization  shall  expressly  assume  the  rights  and
obligations  of the Bank herein set forth.  The Bank further agrees that it will
not cease its business  activities  or terminate  its  existence,  other than as
heretofore set forth in this paragraph,  without having made adequate  provision
for the fulfillment of its obligation hereunder.
<PAGE>

                                    ARTICLE X
                                   AMENDMENTS
                                   ----------

         This  Agreement may be revoked or amended in whole or in part only by a
writing signed by all of the parties hereto.

                                   ARTICLE XI
                                    STATE LAW
                                   ----------

         This  Agreement  shall be construed and governed in all respects  under
and by the laws of the Commonwealth of Kentucky,  except to the extent preempted
by federal law. If any provision of this  Agreement  shall be held by a court of
competent jurisdiction to be invalid or unenforceable,  the remaining provisions
hereof shall continue to be fully effective.

                                   ARTICLE XII
                                    HEADINGS
                                   -----------

         Heading and  subheadings in this Agreement are inserted for convenience
and reference only and constitute no part of this Agreement.


                                  ARTICLE XIII
                                  COUNTERPARTS
                                  ------------

         This  Agreement  may be  executed  in an  original  and any  number  of
counterparts,  each of which  shall  constitute  an original of one and the same
instrument.

                                  ARTICLE XIV
                                 EFFECTIVE DATE
                                 --------------

         This  Agreement  shall become  effective on the date first  hereinabove
written, subject to such changes as the Bank's Board of Directors may reasonably
deem to be necessary or proper in order to obtain  approval of the  Agreement by
the Office of Thrift  Supervision.  Unless terminated earlier in accordance with
Article  XVII,  this  Agreement  shall  remain  in  effect  during  the  term of
employment of the Executive and until all benefits  payable  hereunder have been
made.

                                   ARTICLE XV
                         INTERPRETATION OF THE AGREEMENT
                         --------------------------------

         The  Board  of  Directors  of the Bank  shall  have  sole and  absolute
discretion  to  administer,  construe,  and  interpret  the  Agreement,  and the
decisions of the Board shall be conclusive  and binding on all affected  parties
(unless such decisions are arbitrary and capricious).
<PAGE>

                                   ARTICLE XVI
                             ARBITRATION OF DISPUTES
                             -----------------------

         In the event that any dispute arises between the Executive and the Bank
as to the terms or  interpretation  of this  Agreement,  said  dispute  shall be
referred to the  American  Arbitration  Association,  and the parties  expressly
consent to submit said dispute to be so arbitrated. The decision of the American
Arbitration Association shall be final and binding on all the parties, and there
shall be no appeal therefrom.

                                  ARTICLE XVII
                            TERMINATION OF AGREEMENT
                            ------------------------

         The  Bank  and the  Executive  (or,  in the  event  of his  death,  his
Surviving Spouse or estate,  as the case may be) may terminate this Agreement at
any time in a writing executed by the parties.



<PAGE>



         IN WITNESS WHEREOF,  the Bank has caused this Agreement to be signed in
its corporate name by its duly authorized officer,  impressed with its corporate
seal,  and properly  attested to, and the Executive has hereto set his hand, all
on the day and year first above written.


                                        FIRST LANCASTER FEDERAL SAVINGS BANK


Attest:/s/ Kathy G. Johnica             By:/s/ Virginia R.S. Stump
        --------------------               ---------------------------------
                                            Its Chairman of the Board


                                        EXECUTIVE


Witness:/s/ Kathy G. Johnica            /s/ Tony A. Merida
        --------------------            ------------------------------------
                                        Tony A. Merida

<PAGE>
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                                     BETWEEN
                      FIRST LANCASTER FEDERAL SAVINGS BANK
                                       AND
                                 TONY A. MERIDA
                                 FIRST AMENDMENT


     WHEREAS,  on December 7, 1995,  First  Lancaster  Federal Savings Bank (the
"Bank")  entered  into  a  Supplemental   Executive  Retirement  Agreement  (the
"Agreement") with Tony A. Merida (the "Employee"); and

     WHEREAS,  the  Board  of  Directors  of the  Bank  and  the  Employee  have
determined that it is in their best interests to amend the Agreement;


     NOW,  THEREFORE,  the  Agreement  shall be  amended as  follows,  with such
amendment to become effective immediately upon the execution hereof:


     1. The  definition of  "Compensation"  under Article I is amended by adding
the following phrase between the words "earnings" and "paid":

               --  excluding  W-2  earnings  from stock  option  and  management
recognition plans --.

     2. The second  sentence  of the  definition  of "Vested  Percentage"  under
Article I is amended by deleting "(i)" and ", or (ii) a Change in Control".

     3. The first  sentence of the second  paragraph of Article II is amended by
inserting the following phrase between the words "Benefits" and "exceeds":

                  , taken  together  with any  other  benefits  he will  receive
pursuant  to  other  compensation  arrangements  with  the  Bank or its  holding
company,

     4. The second  paragraph  of Article  VIII is  amended in its  entirety  to
provide as follows:

               The Bank shall establish the Trust (if it has not been previously
               established)  at any  time  no  later  than  five  business  days
               following a Change in Control,  and shall contribute an amount to
               the Trust that is projected to be  sufficient to enable the Trust
               to pay all Benefits that could become payable.

     5. Nothing  contained herein shall be held to alter,  vary or affect any of
the terms,  provisions,  or  conditions  of the  Agreement  other than as stated
above.

<PAGE>

         WHEREFORE,  the undersigned  hereby approve this First Amendment to the
Agreement.

Date of Execution: February 15, 1996



                                     TONY A. MERIDA

                                     /s/ Tony A. Merida
                                     -------------------------------------


                                     FIRST LANCASTER FEDERAL SAVINGS BANK




                                     By /s/ Virginia R.S. Stump
                                        ----------------------------------

Attest:/s/ Kathy G. Johnica          Its President
       -------------------------        ----------------------------------


<PAGE>
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

                                     BETWEEN

                      FIRST LANCASTER FEDERAL SAVINGS BANK

                                       AND

                                 TONY A. MERIDA

                                SECOND AMENDMENT
                                ----------------

     WHEREAS,  on December 7, 1995,  First  Lancaster  Federal Savings Bank (the
"Bank")  entered  into  a  Supplemental   Executive  Retirement  Agreement  (the
"Agreement") with Tony A. Merida (the "Employee"); and

     WHEREAS,  the  Board  of  Directors  of the  Bank  and  the  Employee  have
determined  that the  definition of "Annual Offset Amount" needs to be clarified
with  respect to  benefits  that are  payable to the  Employee  under the Bank's
Pension Plan.

     NOW,  THEREFORE,  the  Agreement  shall be  amended as  follows,  with such
Amendment to become effective immediately upon the execution thereof:

     1. The definition of "Annual Offset Amount" in Article I is amended to read
as follows:

                           "Annual  Offset Amount" shall mean the sum of (i) the
                  primary  social  security  benefit  payable  annually  to  the
                  Executive as of the earliest date,  following his  termination
                  of employment, on which he could begin to collect such benefit
                  (regardless of when such payment  actually  begins),  (ii) the
                  annual  benefit that would be payable to the  Executive  under
                  the Bank's Pension Plan as of the earliest date, following his
                  termination  of  employment,  in the form of a 50%  joint  and
                  survivor  annuity,  with his  Surviving  Spouse as  contingent
                  beneficiary,  on which he could begin to collect  such benefit
                  (regardless  of  when  he  actually  begins  to  collect  such
                  benefits),  and (iii) the annual  amount that would be payable
                  to the  Executive  if that  portion of his  account  under the
                  Bank's 401(k) Plan which would be  attributable  to the Bank's
                  contributions  (assuming the Executive contributed the maximum
                  amount  permitted by the Federal tax laws) were paid to him in
                  the  form  of a 50%  joint  and  survivor  annuity,  with  his
                  surviving  spouse as contingent  beneficiary,  commencing upon
                  his  termination of employment  regardless of when he actually
                  begins to collect such benefits.

     2. Nothing  contained herein shall be held to alter,  vary or affect any of
the terms, provisions or conditions of the Agreement other than as stated above.

     WHEREFORE,  the  undersigned  hereby  approve this Second  Amendment to the
Agreement.

Date: September 7, 2000         /s/ Tonay A. Merida
      -----------------         ------------------------------------
                                TONY A. MERIDA


                                FIRST LANCASTER FEDERAL SAVINGS BANK


                                By: Virginia R.S. Stump
                                    ---------------------------------------
Attest: /s/ Kathy G. Johnica
        --------------------
                                Its: President
                                    ---------------------------------------