EMPLOYMENT AGREEMENT

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     THIS AGREEMENT entered into this 18th day of Dec. 1995 (the "Effective

Date") by and between A. J. Smith Federal Savings Bank (the "Bank") and Thomas

R. Butkus (the "Employee"). All references herein to the "Bank" are understood

to refer to A. J. Smith Federal Savings Bank in its present mutual form, or

following its conversion to stock form.



     WHEREAS, the Employee has heretofore been employed by the Bank as its

President and Chief Executive Officer and is experienced in all phases of the

business of the Bank; and



     WHEREAS, the Board of Directors of the Bank 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 to reinforce and encourage the

continued attention and dedication of the Employee to his assigned duties; and



     WHEREAS, the parties desire by this writing to set forth the continuing

employment relationship of the Bank and the Employee.



     NOW, THEREFORE, it is AGREED as follows:



     1. Employment. The Employee is employed as the President and Chief

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Executive Officer of the Bank. The Employee shall render such administrative and

management services for the Bank as are currently rendered and as are

customarily performed by persons situated in a similar executive capacity. The

Employee shall also promote, by entertainment or otherwise, as and to the extent

permitted by law, the business of the Bank. The Employee's other duties shall be

such as the Board of Directors (the "Board") of the Bank may from time to time

reasonably direct, including normal duties as an officer of the Bank.



     2. Base Compensation. The Bank agrees to pay the Employee during the term

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of this Agreement a salary at the rate of $142,000 per annum, payable in cash

not less frequently than monthly. The Board shall review, not less often than

annually, the rate of the Employee's salary, and in its sole discretion may

decide to increase his salary. Notwithstanding the foregoing, following a change

in control as defined in Section 10(a)(4) of this Agreement, the Board shall

continue to annually review the rate of the Employee's salary, and shall

increase said rate of salary by a percentage which is not less than the average

annual percentage increase in salary that the Employee received over the three

calendar years immediately preceding the year in which the change in control

occurs.



     3. Discretionary Bonuses. The Employee shall participate in an equitable

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manner with all other senior management employees of the Bank in discretionary

bonuses that the Board may award from time to time to the Bank's senior

management employees. No other compensation provided for in this Agreement shall

be deemed a substitute for the Employee's right to participate in such

discretionary bonuses. Notwithstanding the foregoing, following a change in

control as defined in Section 10(a)(4) of this Agreement, the Employee shall

receive discretionary bonuses that



<PAGE>



are made no less frequently than, and in annual amounts not less than, the

average annual discretionary bonuses paid to the Employee during each of the

three calendar years immediately preceding the year in which such change in

control occurs.



     4. (a) Participation in Retirement, Medical and Other Plans. During the

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term of this Agreement, the Employee shall participate in any plan that the Bank

maintains for the benefit of its employees if the plan relates to (i) pension,

profit-sharing, or other retirement benefits, or (ii) medical insurance or the

reimbursement of medical or dependent care expenses. If the Employee ceases

employment with the Bank for any reason other than death or "just cause" (as

defined in Section 9(c) hereof), then notwithstanding termination of the

Employee's employment or of this Agreement, the Bank shall provide the Employee

and his dependents with coverage under the Bank's group health insurance plan

(and if the Bank maintains more than one plan for its employees, any one of such

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