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                                                                   EXHIBIT 10.21

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is effective as of October 1, 1996 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 Bruce R. Sherman (the "Executive").


                                    RECITALS

     WHEREAS, Executive is a key employee, whose extensive background, knowledge
and experience in the savings and loan industry has substantially benefitted the
Bank and Company and whose continued employment as an executive member of their
respective management teams in the positions of Senior Vice President,
Asset/Liability manager, Treasurer for the Bank and Vice President for the
Company, ("Corporate Position") will continue to 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 continue to employ Executive,
and Executive shall continue to 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, 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 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 


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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 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 serving as a member of the Bank's and Company's
Management Committees and being generally responsible to assist in the
formulation of their 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 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 $155,000 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 in and receive payments from all bonus
     and other incentive compensation plans (as currently in effect, as modified
     from 




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     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 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 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.  Employers 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 Employers 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
     Employers' policies as in effect from time to time for other 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 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 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 or discontinuance of such plan, program or perquisite by the
     Board (except to the extent Executive had previously earned or 




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     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 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 

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     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 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 

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               (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. Section  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 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. Section  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 


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               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. 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
     Employers 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 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 


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               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.

          (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 


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     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 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;




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            (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 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 either of the Employers 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 Employers' 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.

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            (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 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 


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               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'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 Employers (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 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 includable 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 


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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 such opinion indicates that there is a high probability do
not result in any of such payments and benefits being non-deductible to the
Employers and subject to the imposition of 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 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 


                                      -13-
<PAGE>   14


          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 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 

                                      -14-
<PAGE>   15



     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
     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


                                      -15-


<PAGE>   16



            If to the Executive:

               Mr. Bruce R. Sherman



      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.  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 

                                     -16-
<PAGE>   17



     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 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.



                                      -17-
<PAGE>   18


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

                Executive:



                -------------------------------------
                Bruce R. Sherman



                ST. FRANCIS CAPITAL CORPORATION



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


                ST. FRANCIS BANK, F.S.B.



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








                                      -18-