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                                                                   EXHIBIT 10.14

                              EMPLOYMENT AGREEMENT
                         (as amended on August 8, 2000)

         THIS EMPLOYMENT AGREEMENT is effective as of January 6, 1997 between
St. Francis Capital Corporation (the "Company"), a Wisconsin-chartered
corporation, St. Francis Bank, F.S.B. (the "Bank"), a federally-chartered
savings and loan and wholly-owned subsidiary of the Company, their respective
successors and assigns, and Bradley J. Smith (the "Executive").


                                    RECITALS

         WHEREAS, Executive is a key employee, whose extensive background,
knowledge and experience in the banking industry are expected to substantially
benefit the Bank and Company and whose employment as an executive member of
their respective management teams in the position of Executive Vice President,
Retail for the Bank ("Corporate Position") will benefit the Bank and Company 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, Company (sometimes collectively referred to herein as the
"Employers"), and Executive; and

         WHEREAS, the respective Boards of Directors of the Employers have
approved and authorized their entry into this Agreement with Executive.

                                    AGREEMENT

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

         1. Employment. The Bank and Company shall employ Executive, and
Executive shall serve the Bank and Company, 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, 1997 (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 and Company's Boards of
Directors, following an explicit review by said Boards 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.



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

         3. Positions and Duties. Executive shall serve the Bank and Company,
respectively, in his Corporate Position, reporting directly to their Chief
Executive Officers and 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 and Company's Boards of Directors to
be necessary to their operations and in accordance with their bylaws.

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

              (i) Base Salary. During the Employment Term, Executive shall
         receive from Employers a base salary ("Base Salary") in such amount as
         may from time to time be approved by their Boards of Directors. The
         Base Salary shall at no time be less than $170,000 per annum, payable
         by the Bank and Company in such proportion as shall be determined by
         their Boards of Directors. The Base Salary may be increased from time
         to time as determined by the Employers' Boards 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 Employers 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; 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
         Employers' regular payroll practices as from time to time in effect.
         For purposes of this Agreement, the term "Executive Officers" shall
         mean all officers of the Bank and/or Company having a written
         Employment Agreement.

              (ii) Bonus and Incentive Plans. Executive shall be entitled,
         during the Employment Term, to participate at an appropriate level in
         all bonus and other incentive compensation plans (as currently in
         effect, as modified from time to time, or as subsequently adopted);
         provided, however,

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         that nothing contained herein shall grant Executive the right to
         continue in any bonus or other incentive compensation plan following
         its discontinuance by the Board or Boards (except to the extent
         Executive had earned or otherwise accumulated vested rights therein
         prior to such 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 Employers to their Executive Officers. The Employers 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 Executive
         Officers of the Employers 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, Employers 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 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. Employers shall continue
         any individual insurance plans or deferred compensation agreements in
         effect on the Commencement Date and Executive shall be entitled to use
         of an automobile under the terms of such Employer automobile policy as
         is maintained in effect (or so amended) from time to time.

         Executive shall receive vacation, sick time, personal days and other
         perquisites pursuant to Employers' policies as in effect from time to
         time for Executive Officers. Employers 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
         Employers, including but not by way of limitation, travel expenses,
         reasonable entertainment expenses (whether incurred at Executive's
         residence, while traveling or otherwise), and tax preparation fees
         pursuant to established reimbursement guidelines, subject to such
         reasonable documentation and other limitations as may be imposed by the
         Boards of Directors of the Employers.

              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

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         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 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 Employers 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 Employers cannot agree shall be
         determined by a qualified independent physician mutually agreeable to
         Executive and Employers 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 Employers. 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

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         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 Employers, 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 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 Employers' benefit plans and
         programs to which he was entitled by reason of employment through the
         Termination Date.

              (iii) Cause. Employers 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 Bank (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

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                    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.

         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 Employers.

              (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 Employers. 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 Employers' 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.ss.1818(e)(3)
                    and (g)(1)], the Employers' 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 Employers 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


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                    prohibited from participating in the conduct of the
                    Employers' 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. ss. 1818(e)(4) or (g)(1)], the obligations of the
                    Employers 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 continuation of the
                    contract is necessary for the Employers' 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 Employers 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 Employers or
                    when the Employers are 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. ss. 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. ss. 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
         Employers other than for cause, death, disability or retirement (and
         other than following a change

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         in control as defined in Section 6), or (2) by Executive due to a
         failure by Employers 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
         Employers; 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 Employers' 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)   Employers 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-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 Employers), 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 Employers 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.

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              (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 Company 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 Directors of the Bank or Company 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 Employers of any duties which are materially
                    inconsistent with Executive's positions, duties,
                    responsibilities and status with the Employers 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


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

              (D)   Without Executive's express written consent, the Employers
                    fail or refuse to continue Executive's participation in
                    incentive compensation and stock incentive programs
                    comparable to either (1) those 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, Employers fail
                    to provide the same fringe benefits provided to Executive
                    immediately prior to a change in control, or with a package
                    of fringe benefits (including paid vacations) that, though
                    individual 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 termination of Executive's employment by the Employer,
                    including any purported termination for cause, disability or
                    retirement not effected in accordance with the notice
                    requirements of this Agreement; or

              (G)   The failure by either of the Employers to obtain


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                    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 further salary payments 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) thirty-six (36) months. Payments shall be made
                    in accordance with Employers' normal payroll practices,
                    beginning with the first pay date following the Termination
                    Date. Monthly 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, or to which
                    Executive became entitled (based on the average of such
                    bonus and incentive compensation for the 3 calendar years
                    preceding his Termination Date).

              (B)   Employers 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-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 Employers), 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


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                    arrangement is discontinued or the benefits thereunder are
                    materially reduced, the Employers 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 Employers
                    (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).

         (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 Employers (whether payable pursuant to the terms of this
Agreement, any other plan, agreement or arrangement with the Employers or any
corporation affiliated with the Employers ("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 Employers' 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"


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equals or exceeds three times the average of the annual compensation payable to
Executive by the Employers (or an Affiliate) and includible 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 Employers 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 Employers (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 Employers. The Base Amount shall
include every type and form of compensation includible in Executive's gross
income in respect of his employment by the Employers (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 Employers' independent auditors in accordance
with the principles of Sections 280G (b)(3) and (4) of the Code.

         In the event that Employers and/or the Executive do not agree with the
opinion of such counsel, (A) Employers shall pay to the Executive the maximum
amount of payments and benefits pursuant to Section 6, as selected by the
Executive, which in the opinion of counsel may be made without a substantial
risk that such payments and benefits will be treated as non-deductible to the
Employers and subject to the excise tax imposed under Section 4999 of the Code
and (B) Employers may request, and Executive shall have the right to demand the
Employers 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 Employers,
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

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be unreasonably withheld. Employers 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)   Employers 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 Employers ("successor organization") to expressly assume
                    and agree to perform this Agreement in the same manner and
                    to the same extent that Employers 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
                    this Agreement upon a "change in control".

                          As used in this Agreement "Employers" shall mean the
                    Employers as hereinbefore defined (and any successor to
                    their business and/or assets) which executes and delivers
                    the agreement provided


                                      -14-

<PAGE>   15


                    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 Employers 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 Employers 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 Employers 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 Employers has invested
         considerable time and money in his development of such contacts and
         relationships, that Employers could suffer irreparable harm if he were
         to leave employment and solicit the business of the Employers
         customers, and that it is reasonable to protect the Employers 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 Employers) not to continue
         automatic annual renewals, Executive shall not accept employment with
         any Significant Competitor of Bank for a period of twelve (12) 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


                                      -15-

<PAGE>   16


         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 County 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 $50,000,000 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 Employers 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 Employers 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 Employers
         bring legal action for injunctive or other relief, the Employers 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 or Company:

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

              If to the Executive:

                        Mr. Bradley J. Smith



         or to such other address as either party may have furnished


                                      -16-


<PAGE>   17

         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. Employers 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. Employers 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
         Employers 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.



                                      -17-

<PAGE>   18

              (vii) Miscellaneous. No provision of this Agreement 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 Employers 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 superseding and extinguishing any
         rights of Executive under any other employment agreement previously in
         effect between himself, the Employers, or any of their affiliates. 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.


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


                                      -18-


<PAGE>   19

                                            Executive:


                                            /s/ Bradley J. Smith
                                            ------------------------------------
                                            Bradley J. Smith



                                            ST. FRANCIS CAPITAL CORPORATION



                                            By: /s/ William R. Hotz
                                               ---------------------------------
                                            Its: Executive Vice President,
                                                --------------------------------
                                                 Secretary and General Counsel
                                                --------------------------------

                                            ST. FRANCIS BANK, F.S.B.



                                            By: /s/ Judith M. Gauvin
                                               ---------------------------------
                                            Its: Senior Vice President -
                                               ---------------------------------
                                                 Human Resources
                                               ---------------------------------













                                      -19-