EXHIBIT 10.1 a.



EMPLOYMENT AGREEMENT





            	THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this
31st day of December, 2001, by and between Citizens Community Federal (hereinafter referred
to as the "Bank") and James G. Cooley (the "Employee").



            	WHEREAS, the Employee is currently serving as President and Chief Executive Officer of
the Bank; and




            	WHEREAS, the Board of Directors believes it is in the best interests of the Bank to enter into
this Agreement with the Employee in order to assure continuity of management of the Bank; and




            	WHEREAS, the Board of Directors has approved and authorized the execution of this
Agreement with the Employee to take effect as stated in Section 2 hereof;




            	NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements of the parties herein, it is AGREED as follows:




            	1.  Definitions.




            		(a)  The term "Commencement Date" means the date on which the Bank becomes a
federal mutual savings bank.




            		(b)  The term "Date of Termination" means the earlier of (1) the date upon which the
Bank gives notice to the Employee of the termination of the Employee's employment with the Bank
or (2) the date upon which the Employee ceases to serve as an employee of the Bank.




            		(c)  The term "Involuntary Termination" means the Bank's termination of the
employment of Employee without the Employee's express written consent, and shall include a
material diminution of or interference with the Employee's duties, responsibilities and benefits as
President and Chief Executive Officer of the Bank, including (without limitation) any of the
following actions unless consented to in writing by the Employee:  (1) a change in the principal
workplace of the Employee to a location outside of a 35 mile radius from the Bank's headquarters
office as of the date hereof; (2) a material demotion of the Employee; (3) a material reduction in the
number or seniority of other Bank personnel reporting to the Employee or a material reduction in the
frequency with which, or in the nature of the matters with respect to which, such personnel are to
report to the Employee, other than as part of a Bank-wide reduction in staff; (4) a material adverse
change in the Employee's salary, perquisites, benefits, contingent benefits or vacation, other than as
part of an overall program applied uniformly and with equitable effect to all members of the senior
management of the Bank; and (5) a material permanent increase in the required hours of work or the
workload of the Employee.  The term "Involuntary Termination" does not include Termination for
Cause or termination of employment due to retirement, death, disability or suspension or temporary
or permanent prohibition from participation in the conduct of the Bank's affairs under Section 8 of
the Federal Deposit Insurance Act ("FDIA").






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            		(d)  The terms "Termination for Cause" and "Terminated for Cause" mean termination
of the employment of the Employee because of the Employee's personal dishonesty, incompetence,
willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach of any provision of this
Agreement.  The Employee shall not be deemed to have been Terminated for Cause unless and until
there shall have been delivered to the Employee a copy of a resolution, duly adopted by the
affirmative vote of not less than a majority of the entire membership of the Board of Directors at a
meeting of the Board called and held for such purpose (after reasonable notice to the Employee and
an opportunity for the Employee, together with the Employee's counsel, to be heard before the
Board), stating that in the good faith opinion of the Board the Employee has engaged in conduct
described in the preceding sentence and specifying the particulars thereof in detail.




            	2.  Term; Termination of Prior Employment Agreement.  The term of this Agreement shall
be a period of three years commencing on the Commencement Date, subject to earlier termination
as provided herein.  Beginning on the first anniversary of the Commencement Date, and on each
anniversary thereafter, the term of this Agreement shall be extended for a period of one year in
addition to the then-remaining term, provided that (1) the Bank has not given notice to the Employee
in writing at least 90 days prior to such anniversary that the term of this Agreement shall not be
extended further; and (2) prior to such anniversary, the Board of Directors of the Bank explicitly
reviews and approves the extension.  Reference herein to the term of this Agreement shall refer to
both such initial term and such extended terms.  Upon this Agreement becoming effective, the
President's Employment Contract between Citizens Community Federal Credit Union and the
Employee, entered into June 30, 1998 and subsequently extended, shall terminate automatically with
no obligation thereunder to the Employee on the part of the Bank (or its predecessor) except for
accrued but unpaid salary and benefits.




            	3.  Employment.  The Employee is employed as President and Chief Executive Officer of the
Bank.  As such, the Employee shall render administrative and management services as are
customarily performed by persons situated in similar executive capacities, and shall have such other
powers and duties of an officer of the Bank as the Board of Directors may prescribe from time to
time.  The Employee shall devote his full business time and attention to his employment under this
Agreement.




            	4.  Compensation.




            		(a)  Salary.  The Bank agrees to pay the Employee during the term of this Agreement
the salary established by the Board of Directors, which shall be $165,438 per year, the amount of
which shall increase by seven percent on each January 1 during the term of this Agreement; provided
that the last increase pursuant to this sentence shall occur on January 1, 2005.  The Employee's salary
shall be payable in regular increments in accordance with the Bank's payroll practices and subject
to customary withholding.  The amount of the Employee's salary shall be reviewed annually by the
Board of Directors during the term of this Agreement.  Adjustments in salary or other compensation




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shall not limit or reduce any other obligation of the Bank under this Agreement.  The Employee's
salary in effect from time to time during the term of this Agreement shall not thereafter be reduced. 




            		(b)  Discretionary Bonuses.  The Employee shall be entitled to participate in an
equitable manner with all other executive officers of the Bank in discretionary bonuses as authorized
and declared by the Board of Directors to its executive employees.  No other compensation provided
for in this Agreement shall be deemed a substitute for the Employee's right to participate in such
bonuses when and as declared by the Board of Directors.




            		(c)  Expenses.  The Employee shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by the Employee in performing services under this Agreement in
accordance with the policies and procedures applicable to the executive officers of the Bank,
provided that the Employee accounts for such expenses as required under such policies and
procedures.




            	5.	Benefits.




            		(a)  Participation in Retirement and Employee Benefit Plans.  The Employee shall be
entitled to participate in all plans relating to pension, thrift, profit-sharing, group life insurance,
medical and dental coverage, education, cash bonuses, and other retirement or employee benefits or
combinations thereof, in which the Bank's full time employees generally participate.




              		(b)	Sick Leave and Fringe Benefits.  In the event of termination of this Agreement
due to the Employee's disability or death, the Bank shall pay the Employee (or his legal successors)
the amount of his salary for any accrued but unused sick leave.  The Employee shall be eligible to
participate in, and receive benefits under the Bank's sick leave plan and any other fringe benefit plans
which are or may become applicable to the Bank's executive officers.




            		(c)	Automobile.  Consistent with its past practices, the Bank shall provide the
Employee with the use of a Bank automobile.




            		(d)	Club Membership.  The Bank shall pay membership dues and related fees and
expenses for the Employee's membership in an appropriate club or clubs approved by the Board of
Directors, to be used for ordinary and necessary business purposes of the Bank.




            	6.  Vacations; Leave.  The Employee shall be entitled to at least 25 days of annual paid
vacation, to be taken in accordance with the policies established by the Bank's Board of Directors,
and to voluntary leave of absence, with or without pay, from time to time at such times and upon
such conditions as the Board of Directors may determine in its discretion.










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            	7.  Termination of Employment.




            		(a)  Involuntary Termination.  The Board of Directors may terminate the Employee's
employment at any time, but, except in the case of Termination for Cause, termination of
employment shall not prejudice the Employee's right to compensation or other benefits under this
Agreement.  In the event of Involuntary Termination, (1) the Bank shall pay to the Employee during
the remaining term of this Agreement the Employee's salary at the annual rate in effect immediately
prior to the Date of Termination, payable in such manner and at such times as such salary would
have been payable to the Employee if he had continued to be employed under this Agreement, and
(2) the Bank shall continue to provide to the Employee during the remaining term of this Agreement
the same group health benefits and other group insurance and group retirement benefits as he would
have received if he had continued to be employed under this Agreement, to the extent that the Bank
can do so under the terms of applicable plans as are maintained by the Bank for the benefit of its
executive officers from time to time during the remaining term of this Agreement.




            		(b)  Termination for Cause.    In the event of Termination for Cause, the Bank shall
pay the Employee the Employee's salary through the Date of Termination, and the Bank shall have
no further obligation to the Employee under this Agreement.




            		(c)  Voluntary Termination.  The Employee's employment may be voluntarily
terminated by the Employee at any time upon 90 days' written notice to the Bank or such shorter
period as may be agreed upon between the Employee and the Board of Directors of the Bank.  In the
event of such voluntary termination, the Bank shall be obligated to continue to pay to  the Employee
the Employee's salary and benefits only through the Date of Termination, at the time such payments
are due, and the Bank shall have no further obligation to the Employee under this Agreement.




            		(d)  Death; Disability.  In the event of the death of the Employee while employed
under this Agreement and prior to any termination of employment, the Employee's estate, or such
person as the Employee may have previously designated in writing, shall be entitled to receive from
the Bank the salary of the Employee through the last day of the calendar month in which the
Employee died. If the Employee becomes disabled as defined in the Bank's then current disability
plan, if any, or if the Employee is otherwise unable to serve as President and Chief Executive
Officer, the Bank shall be entitled to terminate this Agreement except for its obligation to provide
disability insurance under Section 5(b) during the portion of the term of this Agreement that would
remain but for such termination, the Employee shall be entitled to receive benefits at least equivalent
to those under the group and other disability income benefits of the type, if any, then provided by the
Bank for executive officers generally.




            		(e)  Temporary Suspension or Prohibition.  If the Employee 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 (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) and (g)(1), the Bank's
obligations under this Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings.  If the charges in the notice are dismissed, the Bank may in its discretion




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(i) pay the Employee all or part of the compensation withheld while its obligations under this
Agreement were suspended and (ii) reinstate in whole or in part any of its obligations which were
suspended.




            		(f)  Permanent Suspension or Prohibition.  If the Employee 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 (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1), all obligations of the
Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of
the contracting parties shall not be affected.




            		(g)  Default of the Bank.  If the Bank is in default (as defined in Section 3(x)(1) of
the FDIA), all obligations under this Agreement shall terminate as of the date of default, but this
provision shall not affect any vested rights of the contracting parties.




            		(h)  Termination by Regulators.  All obligations under this Agreement shall be
terminated, except to the extent determined that continuation of this Agreement is necessary for the
continued operation of the Bank:  (1) by the Director of the Office of Thrift Supervision (the
"Director") or his or her designee, at the time the Federal Deposit Insurance Corporation enters into
an agreement to provide assistance to or on behalf of the Bank under the authority contained in
Section 13(c) of the FDIA; or (2) by the Director or his or her designee, at the time the Director or
his or her designee approves a supervisory merger to resolve problems related to operation of the
Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition.  Any
rights of the parties that have already vested, however, shall not be affected by any such action.




            	8.  Certain Reduction of Payments by the Bank.




            		(a)  Notwithstanding any other provision of this Agreement, if the value and amounts
of benefits under this Agreement, together with any other amounts and the value of  benefits received
or to be received by the Employee in connection with a change in control would cause any amount
to be nondeductible for federal income tax purposes pursuant to Section 280G of the Code, then
amounts and benefits under this Agreement shall be reduced (not less than zero) to the extent
necessary so as to maximize amounts and the value of benefits to the Employee without causing any
amount to become nondeductible pursuant to or by reason of such Section 280G.  The Employee
shall determine the allocation of such reduction among payments and benefits to the Employee.




            		(b)  Any payments made to the Employee pursuant to this Agreement, or otherwise,
are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations
promulgated thereunder.




            	9.	Non-Disclosure and Non-Competition.  The provisions of this Section 9 shall survive
termination of this Agreement.





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            		(a)	Non-Disclosure of Confidential Information.  During the term of this
Agreement and thereafter, the Employee shall not disclose confidential information of the Bank to
anyone except as permitted by the Bank or under compulsion of law.




            		(b)	Non-Competition.  In the event that the Employee terminates his employment
by the Bank during the term of this Agreement, or in the event that after termination, or the
expiration of the term, of this Agreement, the Employee voluntarily terminates his employment with
the Bank after the Bank has offered to continue to employ him with the same salary and benefits as
would have applied under this Agreement, then for a period of one year after he ceases to be
employed by the Bank, the Employee shall not, directly or indirectly, as a director employee or
consultant, provide services to any bank, savings association or credit union, or mortgage or
consumer lender, with an office within a 50 mile radius of Eau Claire, Wisconsin.




            	10.	No Mitigation.  The Employee shall not be required to mitigate the amount of any
salary or other payment or benefit provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced
by any compensation earned by the Employee as the result of employment by another employer, by
retirement benefits after the Date of Termination or otherwise.




            	11.  Attorneys Fees.  In the event the Bank exercises its right of Termination for Cause, but
it is determined by a court of competent jurisdiction or by an arbitrator pursuant to Section 18 that
cause did not exist for such termination, or if in any event it is determined by any such court or
arbitrator that the Bank has failed to make timely payment of any amounts owed to the Employee
under this Agreement, the Employee shall be entitled to reimbursement for all reasonable costs,
including attorneys' fees, incurred in challenging such termination or collecting such amounts.  Such
reimbursement shall be in addition to all rights to which the Employee is otherwise entitled under
this Agreement.




            	12.  No Assignments.




            		(a)  This Agreement is personal to each of the parties hereto, and neither party may
assign or delegate any of its rights or obligations hereunder without first obtaining the written
consent of the other party; provided, however, that the Bank shall require any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Bank, by an assumption agreement in form and substance
satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Bank would be required to perform it if no such succession
or assignment had taken place.  Failure of the Bank to obtain such an assumption agreement prior
to the effectiveness of any such succession or assignment shall be a breach of this Agreement and
shall entitle the Employee to compensation from the Bank in the same amount and on the same terms
as the compensation pursuant to Section 7(a) hereof.  For purposes of implementing the provisions
of this Section 12(a), the date on which any such succession becomes effective shall be deemed the
Date of Termination.





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            		(b)  This Agreement and all rights of the Employee hereunder shall inure to the
benefit of and be enforceable by the Employee's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If the Employee should die
while any amounts would still be payable to the Employee hereunder if the Employee had continued
to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Employee's devisee, legatee or other designee or if there is no such
designee, to the Employee's estate.




            	13.  Notice.  For the 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
personally delivered or sent by certified mail, return receipt requested, postage prepaid, to the Bank
at its home office, to the attention of the Board of Directors with a copy to the Secretary of the Bank,
or, if to the Employee, to such home or other address as the Employee has most recently provided
in writing to the Bank.




            	14.  Amendments.  No amendments or additions to this Agreement shall be binding unless
in writing and signed by both parties, except as herein otherwise provided.  




            	15.  Headings.  The headings used in this Agreement are included solely for convenience and
shall not affect, or be used in connection with, the interpretation of this Agreement.




            	16.  Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of the
other provisions hereof.




            	17.  Governing Law. This Agreement shall be governed by the laws of the United States to
the extent applicable and otherwise by the laws of the State of Wisconsin.




            	18.  Arbitration.  Except with respect to a breach of alleged or threatened breach of Section
9 of this Agreement by the Employee, any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in accordance with the rules of the
American Arbitration Association then in effect.  Judgment may be entered on the arbitrator's award
in any court having jurisdiction.















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            	IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.




            	THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.	 






	 	CITIZENS COMMUNITY FEDERAL






 /s/ Richard McHugh

By:   Richard McHugh                                               


Its:     Chairman                                           






Employee






 /s/ James G. Cooley

James G. Cooley



































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