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                                                                   EXHIBIT 10.22

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is effective as of October 1, 1996 between Bank
Wisconsin (the "Bank"), a Wisconsin-chartered corporation, its successors and
assigns, and James C. Hazzard (the "Executive").


                                    RECITALS

     WHEREAS, Executive is a key employee, whose extensive background, knowledge
and experience in the savings and loan industry have substantially benefitted
the Bank and whose continued employment as its President and Chief Executive
Officer and as a member of its Board of Directors ("Corporate Position") will
continue to benefit the Bank in the future; and

     WHEREAS, the parties are mutually desirous of entering into this Agreement
setting forth the terms and conditions for the employment relationship between
the Bank (hereinafter sometimes referred to as the "Employer") and Executive;
and

     WHEREAS, the Board of Directors of the Bank has approved and authorized
entry into this Agreement with Executive.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below:

     1.  Employment.  The Bank shall continue to employ Executive, and Executive
shall continue to serve the Bank, on the terms, conditions and for the period
set forth in Section 2 of this Agreement.

     2.  Term of Employment.  The period of Executive's employment under this
Agreement shall begin as of October 1, 1996 (the Commencement Date) and expire
on the third anniversary of the date immediately preceding the Commencement
Date, unless sooner terminated as provided herein; provided that, on each date
immediately preceding the anniversary of the Commencement Date, the term of
employment may be extended by action of the Bank's Board of Directors, following
an explicit review by said Board of the Executive's performance under this
Agreement (with appropriate documentation thereof and after taking into account
all relevant factors including Executive's performance hereunder), to add one
additional year to the remaining term of employment annually restoring such term
to a full three-years.  The Board of Directors or Executive shall each provide
the other with at least ninety (90) days' advance written notice of any decision
on their respective parts not to extend the Agreement on any date immediately
preceding an anniversary of the Commencement Date.  The term of employment as 


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in effect from time to time hereunder shall be referred to as the "Employment
Term".

     3.  Positions and Duties.  Executive shall serve the Bank in his Corporate
Position as its President and Chief Executive Officer.  As such, Executive shall
report directly to the Board of Directors, be nominated as a management
candidate for election to the Board of Directors upon expiration of each term
thereon while this Agreement remains in effect, and work in connection with the
formulation of business and personnel policies, rendering executive,
policy-making and other management services of the type customarily performed by
persons serving in similar capacities at other institutions, together with such
other duties and responsibilities as may be appropriate to Executive's position
and as may be from time to time determined by the Bank's Board of Directors to
be necessary to its operations and in accordance with its bylaws.

     4.  Compensation.  As compensation for services provided pursuant to this
Agreement, Executive shall receive from the Employer the compensation and
benefits set forth below:

               (i)    Base Salary.  During the Employment Term, Executive shall
          receive from Employer a base salary ("Base Salary") in such amount as
          may from time to time be approved by the Board of Directors.  The Base
          Salary shall at no time be less than $115,000 per annum, payable by
          the Bank. The Base Salary may be increased from time to time as
          determined by the Employer's Board of Directors, provided that no such
          increase in Base Salary or other compensation shall in any way limit
          or reduce any other obligation of the Employer under this Agreement.
          Once established at a specified annual rate, Executive's Base Salary
          shall not thereafter be reduced except as part of a general pro-rata
          reduction in compensation applicable to all Executive Officers or by
          agreement of the Executive in connection with a retirement program
          established by the Employer on his behalf; provided, however, that no
          such reduction shall be permitted following a "change in control" as
          defined herein.  Executive's Base Salary and other compensation shall
          be paid in accordance with the Employer's regular payroll practices as
          from time to time in effect.


               (ii)   Bonus and Incentive Plans.  Executive shall be entitled,
          during the Employment Term, to participate in and receive payments
          from all bonus and other incentive compensation plans of the Bank (as
          currently in effect, as modified from time to time, or as subsequently
          adopted); provided, however, that nothing contained herein shall grant
          Executive the right to continue in any bonus or other incentive
          compensation plan following its discontinuance (except to the extent
          Executive had earned or otherwise accumulated vested rights therein
          prior to such 


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     discontinuance).  In addition, Executive shall participate in all stock
     purchase, stock option, stock appreciation right, stock grant, or other
     stock based incentive programs of any type made available by the Bank or
     Bank to their Executive Officers.  Employer shall not make any changes in
     such plans, benefits or privileges which would adversely affect Executive's
     rights or benefits thereunder, unless such change occurs pursuant to a
     program applicable to all of their Executive Officers of the Employer and
     does not result in a proportionately greater adverse change in the rights
     and benefits of Executive as compared with other Executive Officers.

          (iii)  Other Benefits.  During the Employment Term, Employer shall
     provide to Executive all other benefits of employment (or, with Executive's
     consent, equivalent benefits) generally made available to other Executive
     Officers.  Such benefits shall include participation by Executive in any
     group health, life, disability, or similar insurance program and in any
     pension, profit-sharing, Employee Stock Ownership Plan ("ESOP"), 401(k) or
     other or similar retirement program.  Employer shall continue in effect any
     individual insurance plans or deferred compensation agreements in effect as
     of the Commencement Date and Executive shall be entitled to use of an
     automobile provided by Employer under the terms of such corporate
     automobile policy as they shall maintain in effect and as it may be amended
     from time to time.

     Executive shall receive vacation, sick time, personal days and other
     perquisites in the same manner and to the same extent as provided under the
     Employer's policies as in effect from time to time for other Executive
     Officers.  Employer shall also reimburse Executive or otherwise provide for
     or pay all reasonable expenses incurred by Executive in furtherance of or
     in connection with the business of Employer, including but not by way of
     limitation, travel expenses and all reasonable entertainment expenses
     (whether incurred at Executive's residence, while traveling or otherwise)
     subject to such reasonable documentation and other limitations as may be
     imposed by the Board of Directors of the Employer.

          Nothing contained herein shall be construed as granting Executive the
     right to continue in any benefit plan or program, or to receive any other
     perquisite of employment provided under this subsection 4(iii) following
     termination or discontinuance of such plan, program or perquisite by the
     Board (except to the extent Executive had previously earned or accumulated
     vested rights therein).

     5.  Termination Other Than Following a Change-In-Control.  This Agreement
may be terminated, subject to payment of the compensation and other benefits
described below, upon occurrence of 



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any of the events described herein.  In case of such termination, the date on
which Executive ceases to be employed under this Agreement, after giving effect
to any prior notice requirement, is referred to as the "Termination Date".

               (i)    Death, Retirement.  This Agreement shall terminate at the
          death or retirement of Executive.  As used herein, the term
          "retirement" shall mean Executive's retirement in accordance with and
          pursuant to any retirement plan of the Employer generally applicable
          to Executive Officers or in accordance with any retirement arrangement
          established for Executive with his consent.

               If termination occurs for such reason, no additional compensation
          shall be payable to Executive under this Agreement except as
          specifically  provided herein.  Notwithstanding anything to the
          contrary contained herein, Executive shall receive all compensation
          and other benefits to which he was entitled under Section 4 through
          the Termination Date and, in addition, shall receive all other
          benefits available to him under the Bank's benefit plans and programs
          to which he was entitled by reason of employment through the
          Termination Date.

               (ii)    Disability.  This Agreement shall terminate upon the
          disability of Executive.  As used in this Agreement, "disability"
          shall mean Executive's inability, as the result of physical or mental
          incapacity, to substantially perform his employment duties for a
          period of 90 consecutive days.  Any question as to the existence of
          Executive's disability upon which Executive and Employer cannot agree
          shall be determined by a qualified independent physician mutually
          agreeable to Executive and Employer or, if the parties are unable to
          agree upon a physician within ten (10) days after notice from either
          to the other suggesting a physician, by a physician designated by the
          then president of the medical society for the county in which
          Executive maintains his principal residence.  The costs of any such
          medical examination shall be borne by the Employer.  If Executive is
          terminated due to disability, he shall be paid 100% of his Base
          Salary at the rate in effect at the time notice of termination is
          given for one year and thereafter an annual amount equal to 75% of
          such Base Salary for any remaining portion of the Employment Term,
          such amounts to be paid in substantially equal monthly installments
          and offset by any monthly payments actually received by Executive
          during the payment period from (i) any disability plans provided by
          the Employer, and/or (ii) any governmental social security or workers
          compensation program.

               If termination occurs for such reason, no additional compensation
          shall be payable to Executive except as specifically provided herein.
          Notwithstanding anything to the 

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     contrary contained herein, Executive shall receive all compensation and
     other benefits to which he was entitled under Section 4 through the
     Termination Date and, in addition, shall receive all other benefits under
     the Employer's benefit plans and programs to which he was entitled by
     reason of employment through the Termination Date.

          (iii)   Cause.  Employer may terminate Executive's employment under
     this Agreement for cause at any time, and thereafter their obligations
     under this Agreement shall cease and terminate.  Notwithstanding anything
     to the contrary contained herein, Executive shall receive all compensation
     and other benefits in which he was vested or to which he was otherwise
     entitled under Section 4, and the plans and programs provided therein, by
     reason of employment through the Termination Date.

          For purposes of this Agreement, "Cause" shall mean:

          (A)  The intentional failure by Executive to substantially perform
               assigned duties (appropriate to his position and level of
               compensation) with the Employer (other than any such failure
               resulting from the Executive's incapacity due to physical or
               mental illness) after a written demand for substantial
               performance is delivered to Executive by the Board, which demand
               specifically identifies the manner in which the Board believes
               Executive has not substantially performed his duties, advises
               Executive of what steps must be taken to achieve substantial
               performance, and allows Executive Sixty (60) days in which to
               demonstrate such performance;

          (B)  Any willful act of misconduct by Executive;

          (C)  A criminal conviction of Executive for any act involving
               dishonesty, breach of trust or a violation of the banking or
               savings and loan laws of the United States;

          (D)  A criminal conviction of Executive for the commission of any
               felony;

          (E)  A breach of fiduciary duty involving personal profit;

          (F)  A willful violation of any law, rule or regulation (other than a
               traffic violation or similar offenses) or final cease and desist
               order;  or

          (G)  Personal dishonesty or material breach of any provision of this
               Agreement.


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     For purposes of this Subsection (5)(iii), no act, or failure to act, on
     Executive's part shall be deemed "willful" unless done, or omitted to be
     done, by Executive not in good faith and without reasonable belief that the
     action or omission was in the best interest of the Employer.

          (iv)  Voluntary Termination by Executive.  Executive may voluntarily
     terminate his employment under this Agreement at any time by giving at
     least thirty (30) days prior written notice to Employer.  In such event,
     Executive shall receive all compensation and other benefits in which he was
     vested or to which he was otherwise entitled under Section 4 through the
     date specified in such notice (the "Termination Date"), in addition to all
     other benefits available to him under benefit plans and programs to which
     he was entitled by reason of employment through the Termination Date.

          (v)  Suspension or Termination Required by the OTS

          (A)  If Executive is suspended and/or temporarily prohibited from
               participating in the conduct of the Employer's affairs by a
               notice served under section 8(e)(3), or section 8(g)(1), of the
               Federal Deposit Insurance Act [12 U.S.C. Section  1818(e)(3) and
               (g)(1)], the Employer's obligations under the Agreement shall be
               suspended as of the date of service of the notice unless stayed
               by appropriate proceedings.  If the charges in the notice are
               dismissed, the Employer shall (i) pay Executive all of the
               compensation withheld while their obligations under this
               Agreement were suspended, and (ii) reinstate such obligations as
               were suspended.

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

          (C)  If the Bank is in default as defined in section 3(x)(1) of the
               Federal Deposit Insurance Act [12 U.S.C. 1813 (x)(1)], all
               obligations under the Agreement shall terminate as of the date of
               default, but this paragraph shall not affect any vested rights of
               the Executive.

          (D)  All obligations under the Agreement shall be terminated, except
               to the extent determined that 


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               continuation of the contract is necessary for the Employer's
               continued operations (i) by the Director of the OTS, or his or
               her designee at the time the FDIC or Resolution Trust Corporation
               ("RTC") enters into an agreement to provide assistance to or on
               behalf of the Employer under the authority contained in section
               13(c) of the Federal Deposit Insurance Act; or (ii) by the
               Director of the OTS, or his or her designee, at the time it
               approves a supervisory merger to resolve problems related to
               operation of the Employer or when the Employer is determined by
               the Director of the OTS to be in an unsafe or unsound condition.
               Any rights of the parties that have already vested, however,
               shall not be affected by such action.

          (E)  In the event that 12 C.F.R. Section  563.39, or any successor
               regulation, is repealed, this section 5(v) shall cease to be
               effective on the effective date of such repeal. In the event that
               12 C.F.R. Section  563.39, or any successor regulation, is
               amended or modified, this Agreement shall be revised to reflect
               the amended or modified provisions if: (1) the amended or
               modified provision is required to be included in this Agreement;
               or (2) if not so required, the Executive requests that the
               Agreement be so revised.

          (vi) Other Termination.  If this Agreement is terminated (1) by the
     Employer other than for cause, death, disability or retirement (and other
     than following a change in control as defined in Section 6), or (2) by
     Executive due to a failure by Employer to comply with any material
     provision of this Agreement, which failure has not been cured within thirty
     (30) days after notice of such non-compliance has been given by Executive
     to Employer; then following the Termination Date:

          (A)  In lieu of any further salary payments to Executive subsequent to
               the Termination Date, Executive shall receive Severance Pay for a
               twelve (12) month period in accordance with the Employer's normal
               payroll practices, beginning with the first pay date following
               the Termination Date.  The monthly rate of Severance Pay shall be
               the monthly Base Salary received by Executive (based on his
               highest rate of Base Salary within the 3 years preceding his
               Termination Date) plus one-twelfth of the total bonus and
               incentive compensation paid to or vested in Executive on the
               basis of his most recently completed calendar year of employment.

          (B)  Employer shall maintain and provide for the period 





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               during which Severance Payments are to be made and ending at the
               earlier of (i) the expiration of such period, or (ii) the date of
               the Executive's full-time employment by another employer
               (provided that the Executive is entitled under the terms of such
               employment to benefits substantially similar to those described
               in this subparagraph (B)), at no cost to the Executive, the
               Executive's continued participation in all group insurance, life
               insurance, health and accident, disability and other employee
               benefit plans, programs and arrangements in which Executive was
               entitled to participate immediately prior to the Termination Date
               (other than retirement plans, deferred compensation, or stock
               compensation plans of the Employer), provided that in the event
               Executive's participation in any plan, program or arrangement as
               provided in this subparagraph (B) is barred, or during such
               period any such plan, program or arrangement is discontinued or
               the benefits thereunder are materially reduced, the Employer
               shall arrange to provide the Executive with benefits
               substantially similar to those which the Executive was entitled
               to receive under such plans, programs and arrangements
               immediately prior to the Termination Date.

          (C)  In addition to such Severance Pay and continued benefits,
               Executive shall receive all other compensation and benefits in
               which he was vested or to which he was otherwise entitled under
               Section 4 and the plans and programs provided therein by reason
               of employment through the Termination Date.

     6.   Termination by Executive After Change in Control.

          (i) Definition "Change in Control".  For purposes of this Agreement, a
     "change in control" shall mean any change in control with respect to the
     Bank or St. Francis Capital Corporation (the "Corporation") that would be
     required to be reported in response to Item 6(e) of Schedule 14A of
     Regulation 14A promulgated under the Securities Exchange Act of 1934, as
     amended ("Exchange Act") or any successor thereto; provided that, without
     limitation, a change in control shall be deemed to have occurred if (i) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
     Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
     the Exchange Act), directly or indirectly, of securities representing 25%
     or more of the combined voting power of the Bank's or Company's then
     outstanding securities; or (ii) during any period of two consecutive years,
     individuals who at the beginning of such period constituted the Board of 




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     Directors of the Bank or Corporation cease for any reason to constitute at
     least a majority thereof unless the election, or the nomination for
     election by stockholders, of each new director was approved by a vote of at
     least two-thirds of the directors then still in office who were directors
     at the beginning of the period.

          (ii) Good Reason for Executive Termination.  The Executive may
     terminate his employment under this Agreement for "good reason" by giving
     at least thirty (30) days prior written notice to the Bank at any time
     within twenty-four (24) months of the effective date of a change in
     control.  Occurrence of any of the following events shall constitute good
     reason:

          (A)  Without the Executive's express written consent, assignment by
               the Employer of any duties which are materially inconsistent with
               Executive's positions, duties, responsibilities and status with
               the Employer immediately prior to a change in control, or a
               material change in the Executive's reporting responsibilities,
               titles or offices as in effect immediately prior to such change
               in control, or any removal of the Executive from or any failure
               to re-elect the Executive to all or any portion of his Corporate
               Position, except in connection with a termination of Executive's
               employment for cause, disability, retirement or death (or by the
               Executive other than for good reason as defined in this section
               6(B)).

          (B)  Without the Executive's express written consent, a reduction by
               the Employer in the Executive's Base Salary as in effect on the
               date of the change in control or as the same may have been
               increased from time to time thereafter;

          (C)  The principal executive offices of the Employer are relocated
               outside of the Milwaukee, Wisconsin metropolitan area or, without
               the Executive's express written consent, the Employer requires
               the Executive to be based anywhere other than an area in which
               the Employer principal executives offices are located, except for
               required travel on business of the Employer to an extent
               substantially consistent with the Executive's present business
               travel obligations;

          (D)  Without Executive's express written consent, the Employer fails
               or refuse to continue Executive's participation in incentive
               compensation and stock incentive programs comparable to either
               (1) those 



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               in effect prior to the change in control or (2) those
               subsequently in effect for the senior executives of any acquiring
               company effecting the change in control;

          (E)  Without Executive's express written consent, Employer fail to
               provide the Executive with the same fringe benefits that were
               provided to Executive immediately prior to a change in control,
               or with a package of fringe benefits (including paid vacations)
               that, though one or more of such benefits may vary from those in
               effect immediately prior to such change in control, is
               substantially comparable in all material respects to such fringe
               benefits taken as a whole;

          (F)  Any purported termination of the Executive's employment for
               cause, disability or retirement which is not effected in
               accordance with the notice requirements applicable under this
               Agreement; or

          (G)  The failure by the Employer to obtain the assumption of, or an
               agreement to perform this Agreement by any successor as
               contemplated in Section 7(i) hereof;

     (iii) Benefits Upon Termination by Executive After a "Change in Control".
If this Agreement is terminated by Executive for good reason following a change
in control, then following the Termination Date:

          (A)  In lieu of any further salary payments to Executive subsequent to
               the Termination Date, Executive shall receive Severance Pay for
               the longer of (i) the remaining unexpired term of the agreement
               as in effect immediately prior to the Termination Date, or (ii) a
               thirty-six (36) month period.  Payments shall be made in
               accordance with the Employer's normal payroll practices,
               beginning with the first pay date following the Termination Date.
               The monthly rate of Severance Pay shall be the average monthly
               Base Salary received by Executive (based on his highest rate of
               Base Salary within the 3 years preceding his Termination Date)
               plus one-twelfth of the total bonus and incentive compensation
               paid to or vested in Executive on the basis of his most recently
               completed calendar year of employment.

          (B)  Employer shall maintain and provide for the period during which
               Severance Payments are to be made and ending at the earlier of
               (i) the expiration of such period, or (ii) the date of the
               Executive's full-




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               time employment by another employer (provided that the Executive
               is entitled under the terms of such other employment to benefits
               substantially similar to those described in this subparagraph
               (B)), at no cost to the Executive, the Executive's continued
               participation in all group insurance, life insurance, health and
               accident, disability and other employee benefit plans, programs
               and arrangements in which the Executive was entitled to
               participate immediately prior to the Termination Date (other than
               retirement and deferred compensation plans and individual
               insurance policies covered under subsection 6(C) or stock
               compensation plans of the Employer), provided that in the event
               Executive's participation in any plan, program or arrangement as
               provided in this subparagraph (B) is barred, or during such
               period any such plan, program or arrangement is discontinued or
               the benefits thereunder are materially reduced, the Employer
               shall arrange to provide Executive with benefits substantially
               similar to those Executive was entitled to receive under such
               plans, programs and arrangements immediately prior to the
               Termination Date.

          (C)  Executive shall also receive all other compensation and benefits
               in which he was vested or to which he was otherwise entitled
               under section 4 and the plans and programs provided therein by
               reason of employment through the Termination Date.  In addition
               to benefits to which Executive is entitled under retirement and
               deferred compensation plans and individual insurance policies
               maintained by the Corporation and Bank (hereinafter collectively
               referred to as "Plan"), Executive shall receive as additional
               severance benefits a benefit paid under this Agreement, which
               benefit shall be determined in accordance with and paid under
               this Agreement, but in the form and at the times provided in the
               Plan.  Such benefits shall be determined as if Executive were
               fully vested under the Plan and had accumulated (after any
               termination under this Agreement) the additional years of credit
               service under the applicable Plan that he would have received had
               he continued in the employment of the Bank for the period during
               which Severance Payments are to be made and at the annual
               compensation level represented by such payments.  Such Severance
               Payment level shall be deemed to represent the compensation
               received by Executive during each such additional year for
               purposes of determining his additional benefits under this
               Subsection 6(C).


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     (iv) Limitation of Benefits under Certain Circumstances.  If the severance
benefits payable to Executive under this Section 6 ("Severance Benefits"), or
any other payments or benefits received or to be received by Executive from
Employer (whether payable pursuant to the terms of this Agreement, any other
plan, agreement or arrangement with the Employer or any corporation affiliated
with the Employer ("Affiliate") within the meaning of Section 1504 of the
Internal Revenue Code of 1954, as amended (the "Code")), in the opinion of tax
counsel selected by the Employer's independent auditors and acceptable to
Executive, constitute "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and the present value of such "parachute payments"
equals or exceeds three times the average of the annual compensation payable to
Executive by the Employer (or an Affiliate) and includable in Executive's gross
income for federal income tax purposes for the five (5) calendar years preceding
the year in which a change in ownership or control of the Employer occurred
("Base Amount"), such Severance Benefits shall be reduced, in a manner
determined by Executive, to an amount the present value of which (when combined
with the present value of any other payments or benefits otherwise received or
to be received by Executive from the Employer (or an Affiliate) that are deemed
"parachute payments") is equal to 2.99 times the Base Amount, notwithstanding
any other provision to the contrary in this Agreement.  The Severance Benefits
shall not be reduced if (A) Executive shall have effectively waived his receipt
or enjoyment of any such payment or benefit which triggered the applicability of
this Section 6(iv), or (B) in the opinion of such tax counsel, the Severance
Benefits (in its full amount or as partially reduced, as the case may be) plus
all other payments or benefits which constitute "parachute payments" within the
meaning of Section 280G(b)(2) of the Code are reasonable compensation for
services actually rendered, within the meaning of Section 280G (b)(4) of the
code, and such payments are deductible by the Employer.  The Base Amount shall
include every type and form of compensation includable in Executive's gross
income in respect of his employment by the Employer (or an Affiliate), except to
the extent otherwise provided in temporary or final regulations promulgated
under Section 280G (b) of the Code.  For purposes of this Section 6(iv), a
"change in ownership or control" shall have the meaning set forth in Section
280G(b) of the Code and any temporary or final  regulations promulgated
thereunder.  The present value of any non-cash benefit or any deferred cash
payment shall be determined by the Employer's independent auditors in accordance
with the principles of Sections 280G (b)(3) and (4) of the Code.

     In the event that Employer and/or the Executive do not agree with the
opinion of such counsel, (A) Employer shall pay to the Executive the maximum
amount of payments and benefits pursuant to Section 6, as selected by the
Executive, which such opinion indicates that there is a high probability do not
result in any of such payments and benefits being non-deductible to the Employer
and 




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subject to the imposition of the excise tax imposed under Section 4999 of the
Code and (B) Employer may request, and Executive shall have the right to demand
the Employer's request, a ruling from the IRS as to whether the disputed
payments and benefits pursuant to Section 6 hereof have such consequences.  Any
such request for a ruling from the IRS shall be promptly prepared and filed by
the Employer, but in no event later than thirty (30) days from the date of the
opinion of counsel referred to above, and shall be subject to Executive's
approval prior to filing, which shall not be unreasonably withheld.  Employer
and Executive agree to be bound by any ruling received from the IRS and to make
appropriate payments to each other to reflect any such rulings, together with
interest at the applicable federal rate provided for in Section 7872(f)(2) of
the Code.  Nothing contained herein shall result in a reduction of any payments
or benefits to which the Executive may be entitled upon termination of
employment under any circumstances other than as specified herein or a reduction
in payments and benefits other than those provided in this Section 6.

     In the event that Section 280G, or any successor statute, is repealed, this
Section 6 shall cease to be effective on the effective date of such repeal.  The
parties to this Agreement recognize that final regulations under Section 280G of
the Code may affect the amounts that may be paid under this Agreement and agreed
that, upon issuance of such final regulations this Agreement may be modified as
in good faith deemed necessary in light of the provisions of such regulations to
achieve the purposes of this Agreement, and that consent to such modifications
shall not be unreasonably withheld.

     7.  General Provisions.

          (i)  Successors; Binding Agreement.

          (A)  Employer will require any successor (whether direct or indirect,
               by purchase, merger, consolidation or otherwise) to all or
               substantially all of the business and/or assets of the Employer
               ("successor organization") to expressly assume and agree to
               perform this Agreement in the same manner and to the same extent
               that Employer would have been required to perform if no such
               succession had taken place or to re-execute this Agreement as
               provided pursuant to section 6(ii)(G).  If such succession is the
               result of a "change in control" as defined herein, such
               assumption shall specifically preserve to Executive, for the
               greater of twenty-four (24) months or the then remaining term of
               this Agreement, the same rights and remedies (recognizing them as
               being available and applicable as the result of the "change in
               control" effectuating said succession) as provided under 


                                      -13-
<PAGE>   14
               this Agreement upon a "change in control".

                    As used in this Agreement "Employer" shall mean the Employer
               as hereinbefore defined (and any successor to its business and/or
               assets) which executes and delivers the agreement provided for in
               this Section 7 or which otherwise becomes bound by the terms and
               provisions of this Agreement by operation of this Agreement or
               law.  Failure of the Employer to obtain such agreement prior to
               the effectiveness of any such succession shall be a breach of
               this Agreement and shall entitle Executive, if he elects to
               terminate this Agreement, to compensation from the Employer in
               the same amount and on the same terms as he would be entitled to
               under this Agreement if he terminated his employment under
               Section 6.  For purposes of implementing the foregoing, the date
               on which any such succession becomes effective shall be deemed
               the Termination Date.

          (B)  No right or interest to or in any payments or benefits under this
               agreement shall be assignable or transferable in any respect by
               the Executive, nor shall any such payment, right or interest be
               subject to seizure, attachment or creditor's process for payment
               of any debts, judgments, or obligations of Executive.

          (C)  This Agreement shall be binding upon and inure to the benefit of
               and be enforceable by (1) Executive and his heirs, beneficiaries
               and personal representatives, and (2) the Employer and any
               successor organization.

          (ii)  Noncompetition Provision.  Executive acknowledges that the
     development of personal contacts and relationships is an essential element
     of the savings and loan business, that Employer has invested considerable
     time and money in his development of such contacts and relationships, that
     Employer could suffer irreparable harm if he were to leave employment and
     solicit the business of the Employer's customers, and that it is reasonable
     to protect the Employer against competitive activities by Executive.
     Executive covenants and agrees, in recognition of the foregoing and in
     consideration of the mutual promises contained herein, that in the event of
     a voluntary termination of employment by Executive pursuant to Section
     5(iii), or upon expiration of this Agreement as a result of Executive's
     election (but not as the result of an election by Employer) not to continue
     automatic annual renewals, Executive shall not accept employment with any
     Significant Competitor of Bank for a period of twelve (12) 


                                      -14-
<PAGE>   15
     months following such termination.  For purposes of this Agreement, the
     term Significant Competitor means any financial institution including, but
     not limited to, any commercial bank, savings bank, savings and loan
     association, credit union, or mortgage banking corporation which, at the
     time of termination of Executive's employment, or during the period of this
     covenant not to compete, has a home, branch or other office in Milwaukee,
     Ozaukee, Washington or Waukesha Counties or which has, during the twelve
     (12) months preceding Executive's termination, originated, or which during
     the period of this covenant not to compete originates, more than $5,000,000
     in commercial or mortgage loans secured by real property in any such
     county.

          Executive agrees that the non-competition provisions set forth herein
     are necessary for the protection of the Employer and are reasonably limited
     as to (i) the scope of activities affected, (ii) their duration and
     geographic scope, and (iii) their effect on Executive and the public.  In
     the event Executive violates the non-competition provisions set forth
     herein, the Employer shall be entitled, in addition to its other legal
     remedies, to enjoin the employment of Executive with any Significant
     Competitor for the period set forth herein.  If Executive violates this
     covenant and the Employer brings legal action for injunctive or other
     relief, the Employer shall not, as a result of the time involved in
     obtaining such relief, be deprived of the benefit of the full period of the
     restrictive covenant.  Accordingly, the covenant shall be deemed to have
     the duration specified herein, computed from the date such relief is
     granted, but reduced by any period between commencement of the period and
     the date of the first violation.

          (iii)  Notice.  For purposes of this Agreement, notices and all other
     communications provided for in the Agreement shall be in writing and shall
     be deemed to have been duly given when delivered or mailed by United States
     registered mail, return receipt requested, postage prepaid, addressed as
     follows:

          If to the Bank:

                      Bank Wisconsin
                      c/o St. Francis Capital Corporation
                      3545 South Kinnickinnic Avenue
                      Milwaukee, Wisconsin 53207
                      Attn:  Secretary

          If to the Executive:

                      Mr. James C. Hazzard




                                      -15-

<PAGE>   16
     or to such other address as either party may have furnished to the other in
     writing in accordance herewith, except that notice of change of address
     shall be effective only upon receipt.

          (iv)  Expenses.  If any legal proceeding is necessary to enforce or
     interpret the terms of this Agreement (or to recover damages for breach of
     it) in the absence of a change in control, the prevailing party shall be
     entitled to recover from the other party reasonable attorneys' fees and
     necessary costs and disbursements incurred in such litigation, in addition
     to any other relief to which such prevailing party may be entitled.

          Notwithstanding the foregoing, in the event of a legal proceeding to
     enforce or interpret the terms of this Agreement following a change in
     control or a re-execution of this Agreement pursuant to section 6(ii)(G),
     the only recoverable costs shall be those which Executive shall be entitled
     to recover from the Bank (i.e. reasonable attorneys' fees and necessary
     costs and disbursements incurred in such litigation), which fees shall be
     recoverable only if the Executive is the prevailing party. Recovery of
     attorneys' fees and costs as provided herein following a change in control
     or re-execution shall be in addition to any other relief to which Executive
     may be entitled.

          (v)  Withholding.  Employer shall be entitled to withhold from amounts
     to be paid to Executive under this Agreement any federal, state, or local
     withholding or other taxes or charges which it is from time to time
     required to withhold.  Employer shall be entitled to rely on an opinion of
     counsel if any question as to the amount or requirement of any such
     withholding shall arise.

          (vi)  Notice of Termination.  Any purported termination by the
     Employer under Sections 5(i), (ii), (iii) or (iv), or by Executive under
     Sections 5(vi) or 6(ii) shall be communicated by written "Notice of
     Termination" to the other party.  For purposes of this Agreement, a "Notice
     of Termination" shall mean a dated notice which (i) indicates the specific
     termination provision in this Agreement relied upon, (ii) sets forth in
     reasonable detail the facts and circumstances claimed to provide a basis
     for termination under the provision so indicated, (iii) specifies a Date of
     Termination, which shall be not less than thirty (30) nor more than ninety
     (90) days after such Notice of Termination is given, except in the case of
     termination of Executive's employment for Cause; and (iv) is given in the
     manner specified in Section 7(iii) of this Agreement.

          (vii)   Miscellaneous.  No provision of this Agreement 



                                      -16-
<PAGE>   17
     may be amended, waived or discharged unless such amendment, waiver or
     discharge is agreed to in writing and signed by Executive and such officers
     of the Employer as may be specifically designated by the Board.  No waiver
     by either party hereto at any time of any breach by the other party hereto
     of, or compliance with, any condition or provision of this Agreement to be
     performed by such other party shall be deemed a waiver of similar or
     dissimilar provisions or conditions at the same or at any prior or
     subsequent time.  No agreements or representations, oral or otherwise,
     express or implied, with respect to the subject matter hereof have been
     made by either party which are not expressly set forth in this Agreement
     and it is agreed that execution of this Agreement shall result in its
     superceding and extinguishing any rights of Executive under any other
     employment previously in effect between himself, the Employer, or any
     affiliate of the Employer.  The validity, interpretation, construction and
     performance of this Agreement shall be governed by the laws of the State of
     Wisconsin.

          (viii)  Mitigation; Exclusivity of Benefits.  The Executive shall not
     be required to mitigate the amount of any benefits hereunder by seeking
     other employment or otherwise, nor shall the amount of any such benefits be
     reduced by any compensation earned by the Executive as a result of
     employment by another employer after the Termination Date or otherwise.

          (ix)  Validity.  The invalidity or unenforceability of any provision
     of this Agreement shall not affect the validity or enforceability of any
     other provision of this Agreement, which shall remain in full force and
     effect.

          (x)   Counterparts.  This Agreement may be executed in several
     counterparts, each of which together will constitute one and the same
     instrument.

          (xi)  Headings.  Headings contained in this Agreement are for
     reference only and shall not affect the meaning or interpretation of any
     provision of this Agreement.

          (xii)  Effective Date.  The effective date of this Agreement shall be
     the date indicated in the first section of this Agreement, notwithstanding
     the actual date of execution by any party.



                                      -17-
<PAGE>   18

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the date first above written.



                                   Executive:



                                   -------------------------------------
                                   James C. Hazzard


                                   ST. FRANCIS CAPITAL CORPORATION



                                   By: 
                                      -----------------------------------
                                   Its:
                                       ----------------------------------




                                      -18-