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                            ST. FRANCIS BANK, F.S.B.

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is effective as of January 1, 2000 between
St. Francis Bank, F.S.B. (the "Bank"), a federally-chartered savings and loan,
its successors and assigns, and Thomas R. Perz (the "Executive").

                                    RECITALS

         WHEREAS, Executive is a key employee, whose extensive background,
knowledge and experience in the savings and loan industry has substantially
benefited the Bank and whose continued employment as an executive member of its
management team in the positions of President and Chief Executive Officer
("Corporate Position") will continue to benefit the Bank in the future; and

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

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

                                    AGREEMENT

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

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

         2.       Term of Employment. The period of Executive's employment under
this Agreement shall begin as of October 1, 1999 (the Commencement Date) and
expire on the third anniversary of the date immediately preceding the
Commencement Date, unless sooner terminated as provided herein; provided that,
on each date immediately preceding the anniversary of the Commencement Date, the
term of employment may be extended by action of the Bank's Board of Directors,
following an explicit review by said Board of the Executive's performance under
this Agreement (with appropriate documentation thereof and after taking into
account all relevant factors including Executive's performance hereunder), to
add one additional year to the remaining term of employment annually restoring
such term to a full three-years. The Board of Directors or Executive shall each
provide the other with at least ninety (90) days' advance written notice of any
decision on their respective parts not to extend the Agreement on any date





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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 in his
Corporate Position as President and Chief Executive Officer. As such, Executive
shall report directly to the Board of Directors, be elected to the Board of
Directors upon expiration of each term thereon while this Agreement remains in
effect, serve as a member of the Bank's Management Committee and be generally
responsible for selection and supervision of the Bank's management personnel and
for the formulation of its business and personnel policies, rendering executive,
policy-making and other management services of the type customarily performed by
persons serving in similar capacities at other institutions, together with such
other duties and responsibilities as may be appropriate to Executive's position
and as may be from time to time determined by the Bank's Board of Directors to
be necessary to 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 Employer a base salary ("Base Salary") in such
         amount as may from time to time be approved by its Board of Directors.
         The Base Salary shall at no time be less than $400,000 per annum,
         payable by the Bank; provided, however, that the Bank may receive
         reimbursement of some or all of such amount from St. Francis Capital
         Corporation (the "Company") as may be jointly determined by their
         respective Boards of Directors to appropriately reflect the allocation
         of Executives time and efforts between the Bank and Company. The Base
         Salary may be increased from time to time as determined by the Bank's
         Board of Directors, provided that no such increase in Base Salary or
         other compensation shall in any way limit or reduce any other
         obligation of the 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 Bank's 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 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 Bank bonus and other incentive compensation plans (as
         currently in effect, as modified from time to time, or as subsequently
         adopted); provided, however, that nothing contained herein shall grant
         Executive the right to continue in any bonus or other incentive
         compensation plan following its discontinuance by the Board (except to
         the extent Executive had earned or otherwise accumulated vested rights
         therein prior to such discontinuance). In addition,




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         Executive shall participate in all stock purchase, stock option, stock
         appreciation right, stock grant, or other stock based incentive
         programs of any type made available by the Bank to their Executive
         Officers. The Employer shall not make any changes in such plans,
         benefits or privileges which would adversely affect Executive's rights
         or benefits thereunder, unless such change occurs pursuant to a program
         applicable to all Executive Officers of the Bank 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, the Bank
         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. The Bank
         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 the
         Bank under the terms of such corporate automobile policy as is
         maintained 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 Bank's policies as in effect from time to time for other
         Executive Officers. The Bank 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 the
         Bank, 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 Bank.

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

         5.       Termination Other Than Following a Change-In-Control. This
Agreement may be terminated, subject to payment of the compensation and other
benefits described below, upon occurrence of any of the events described herein.
In case of such termination, the date on which Executive ceases to be employed
under this Agreement, after giving effect to any prior notice requirement, is
referred to as the "Termination Date".

                  (I)     Death, Retirement. This Agreement shall terminate at
         the death or retirement of Executive. As used herein, the term
         "retirement" shall mean Executive's retirement in accordance with and
         pursuant to any retirement plan of the Employer





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         generally applicable to Executive Officers or in accordance with any
         retirement arrangement established for Executive with his consent.

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

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

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

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



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                  (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
                          (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 Employer.

                  (IV)    Voluntary Termination by Executive. Executive may
         voluntarily terminate his employment under this Agreement at any time
         by giving at least thirty (30) days prior written notice to the Bank.
         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
                          Bank's affairs by a notice served under section
                          8(e)(3), or section 8(g)(1), of the Federal Deposit
                          Insurance Act [12 U.S.C. euro 1818(e)(3) and (g)(1)],
                          the Bank's obligations under the Agreement shall


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                          be suspended as of the date of service of the notice
                          unless stayed by appropriate proceedings. If the
                          charges in the notice are dismissed, the Employer
                          shall (i) pay Executive all of the compensation
                          withheld while their obligations under this Agreement
                          were suspended, and (ii) reinstate such obligations as
                          were suspended.

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

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

                  (D)     All obligations under the Agreement shall be
                          terminated, except to the extent determined that
                          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 Employer or when
                          the Employer is determined by the Director of the OTS
                          to be in an unsafe or unsound condition. Any rights of
                          the parties that have already vested, however, shall
                          not be affected by such action.

                  (E)     In the event that 12 C.F.R. euro 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. euro 563.39,
                          or any successor regulation, is amended or modified,
                          this Agreement shall be revised to reflect the amended
                          or modified provisions if: (1) the amended or modified
                          provision is required to be included in this
                          Agreement; or (2) if not so required, the Executive
                          requests that the Agreement be so revised.

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



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                  (A)     In lieu of any further salary payments to Executive
                          subsequent to the Termination Date, Executive shall
                          receive Severance Pay for a twenty-four (24) month
                          period in accordance with the Bank's normal payroll
                          practices, beginning with the first pay date following
                          the Termination Date. The monthly rate of Severance
                          Pay shall be the monthly Base Salary received by
                          Executive (based on his highest rate of Base Salary
                          within the 3 years preceding his Termination Date)
                          plus one-twelfth of the total bonus and incentive
                          compensation paid to or vested in Executive on the
                          basis of his most recently completed calendar year of
                          employment.

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

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

         6.       Termination by Executive After Change in Control.

                  (i)     Definition "Change in Control". For purposes of this
         Agreement, a "change in control" shall mean any change in control with
         respect to the Bank or 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




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         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 Employer of any duties which are
                          materially inconsistent with Executive's positions,
                          duties, responsibilities and status with the Employer
                          immediately prior to a change in control, or a
                          material change in the Executive's reporting
                          responsibilities, titles or offices as in effect
                          immediately prior to such change in control, or any
                          removal of the Executive from or any failure to
                          re-elect the Executive to all or any portion of his
                          Corporate Position, except in connection with a
                          termination of Executive's employment for cause,
                          disability, retirement or death (or by the Executive
                          other than for good reason as defined in this section
                          6(B)).

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

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

                  (D)     Without Executive's express written consent, the
                          Employer fails or refuses 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, Employer
                          fails to provide


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

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

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

                  (B)     The Bank 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




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                          plan, program or arrangement as provided in this
                          subparagraph (B) is barred, or during such period any
                          such plan, program or arrangement is discontinued or
                          the benefits thereunder are materially reduced, the
                          Employer shall arrange to provide Executive with
                          benefits substantially similar to those Executive was
                          entitled to receive under such plans, programs and
                          arrangements immediately prior to the Termination
                          Date.

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

                  (iv)    Limitation of Benefits under Certain Circumstances. If
         the severance benefits payable to Executive under this Section 6
         ("Severance Benefits"), or any other payments or benefits received or
         to be received by Executive from Employer (whether payable pursuant to
         the terms of this Agreement, any other plan, agreement or arrangement
         with the Employer or any corporation affiliated with the Employer
         ("Affiliate") within the meaning of Section 1504 of the Internal
         Revenue Code of 1954, as amended (the "Code")), in the opinion of tax
         counsel selected by the Bank's independent auditors and acceptable to
         Executive, constitute "parachute payments" within the meaning of
         Section 280G(b)(2) of the Code, and the present value of such
         "parachute payments" equals or exceeds three times the average of the
         annual compensation payable to Executive by the Employer (or an
         Affiliate) and includable in Executive's gross income for federal
         income tax purposes for the five (5) calendar years preceding the year
         in which a change in ownership or control of the 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 Employer (or
         an Affiliate) that are deemed "parachute payments") is equal to





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         2.99 times the Base Amount, notwithstanding any other provision to the
         contrary in this Agreement. The Severance Benefits shall not be reduced
         if (A) Executive shall have effectively waived his receipt or enjoyment
         of any such payment or benefit which triggered the applicability of
         this Section 6(iv), or (B) in the opinion of such tax counsel, the
         Severance Benefits (in its full amount or as partially reduced, as the
         case may be) plus all other payments or benefits which constitute
         "parachute payments" within the meaning of Section 280G(b)(2) of the
         Code are reasonable compensation for services actually rendered, within
         the meaning of Section 280G (b)(4) of the code, and such payments are
         deductible by the Employer. The Base Amount shall include every type
         and form of compensation includable in Executive's gross income in
         respect of his employment by the 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 Bank's independent auditors in accordance with the principles of
         Sections 280G (b)(3) and (4) of the Code, with the value of any amount
         by which the Severance Benefits payable under this Agreement are
         reduced pursuant to this Section 6 and/or the value of any other
         benefit not provided plus any other amount not paid by the Bank, the
         Company, or any plan maintained by either (regardless of its source)
         being referred to collectively herein as the Unpaid Severance.

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

                  In the event that Section 280G, or any successor statute, is
         repealed, this Section 6 shall cease to be effective on the effective
         date of such repeal. The parties to this Agreement recognize that final
         regulations under Section 280G of the Code may affect




                                       -11-
<PAGE>   12

         the amounts that may be paid under this Agreement and agreed that, upon
         issuance of such final regulations this Agreement may be modified as in
         good faith deemed necessary in light of the provisions of such
         regulations to achieve the purposes of this Agreement, and that consent
         to such modifications shall not be unreasonably withheld.

         7.       General Provisions.

                  (i)     Successors; Binding Agreement.

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

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

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

                  (C)     This Agreement shall be binding upon and inure to the
                          benefit of and be



                                      -12-
<PAGE>   13

                          enforceable by (1) Executive and his heirs,
                          beneficiaries and personal representatives, and (2)
                          the Employer and any successor organization.

                  (ii)    Noncompetition Provision. Executive acknowledges that
         the development of personal contacts and relationships is an essential
         element of the savings and loan business, that the Bank has invested
         considerable time and money in his development of such contacts and
         relationships, that the Bank could suffer irreparable harm if he were
         to leave employment and solicit the business of the Bank's 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 the Bank) not to continue automatic annual renewals,
         Executive shall not accept employment with any Significant Competitor
         of the 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 Bank 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 Bank 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 Bank brings legal action for injunctive
         or other relief, the Bank 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:



                                      -13-
<PAGE>   14



                  If to the Bank:
                  St. Francis Bank, F.S.B.
                  13400 Bishops Lane
                  Brookfield, WI 53005

                  If to the Executive:
                  Mr. Thomas R. Perz
                  2326 Misty Lane
                  Waukesha, WI 53186

         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. The Bank 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. The Bank 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 Bank 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


                                      -14-
<PAGE>   15

         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 Bank 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; provided,
         however, that nothing contained herein shall supercede or extinguish
         any additional written agreement of employment between the Executive
         and the Company. 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)    (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.




                                      -15-
<PAGE>   16

         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of this 19th day of January, 2000.

                                 Executive:




                                 ------------------------------------
                                 Thomas R. Perz

                                 ST. FRANCIS BANK, F.S.B.

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




                                      -16-