AMERICAN FINANCIAL HOLDINGS INC
FIRST AMENDMENT
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>asb58334ex10-2.txt
<DESCRIPTION>FIRST AMENDMENT
<TEXT>













                                  EXHIBIT 10.2


                   FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
                             DATED JANUARY 18, 2002
           BY AND BETWEEN WILLIAM E. SOLBERG AND AMERICAN SAVINGS BANK
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                                  EXHIBIT 10.2


                   FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
                             DATED JANUARY 18, 2002
           BY AND BETWEEN WILLIAM E. SOLBERG AND AMERICAN SAVINGS BANK


      WHEREAS, the Board of Directors of American Savings Bank (the "Bank")
entered into an employment agreement with William E. Solberg ("Executive") dated
January 18, 2002, (the "Agreement"); and

      WHEREAS, the Bank and Executive deem it appropriate to amend the
Agreement to reflect prevailing industry practice and clarify certain terms of
Executive's employment; and

      WHEREAS, Section 14 of the Agreement provides that the Agreement may be
modified or amended in writing signed by both the Bank and Executive.

      NOW, THEREFORE, the Agreement is hereby amended effective June 25,
2002, as follows:

                                  FIRST CHANGE

      Section 3(a) of the Agreement is hereby amended by deleting the last
sentence thereof.

                                  SECOND CHANGE

      Section 5(d) of the Agreement is hereby deleted in its entirety and
replaced with the following new Section 5(d):

      "(d)   Upon the occurrence of a Change in Control followed by Executive's
      termination of employment, as provided in paragraphs (b) and (c) of this
      Section 5, the Bank (or its successors) shall pay Executive, or in the
      event of his subsequent death, his beneficiary or beneficiaries, or his
      estate, as the case may be, as severance pay or liquidated damages, or
      both, the greater of: (i) the payments and benefits that would be due for
      the remaining term of the Agreement pursuant to the provisions of Section
      3 of this Agreement, or (ii) three (3) times the sum of the following
      items:

             (1)    the average of Executive's Base Salary (as defined in
                    Section 3(a) of the Agreement) at the highest rate in effect
                    during each of the three (3) most recently completed
                    calendar years preceding the Change in Control;

             (2)    the average of the cash incentive compensation or bonus paid
                    to Executive, or accrued on Executive's behalf, with respect
                    to each of the three (3) most recently completed calendar
                    years preceding the Change in Control;


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             (3)    the average of the income realized by Executive during each
                    of the three (3) most recently completed calendar years
                    preceding the Change in Control as a result of the vesting
                    of any restricted shares of Holding Company common stock
                    held by or on behalf of Executive;

             (4)    the sum of the average of the value of the allocation or
                    contribution made on behalf of Executive by the Bank under
                    (i) the American Savings Bank Employee Stock Ownership Plan
                    ("ESOP") and the American Savings Bank Employees' Savings &
                    Profit Sharing Plan and Trust (or any other tax-qualified
                    defined contribution retirement plan sponsored by the Bank)
                    and (ii) Section 4.01 of the American Savings Bank
                    Supplemental Executive Retirement Plan (or any similar
                    provision of any similar plan then in effect), during each
                    of the three (3) most recently completed calendar years
                    preceding the Change in Control; and

             (5)    the sum of the average of the annual increase in the value
                    of Executive's benefit under the (i) Retirement Plan for
                    Employees of American Savings Bank (or any other
                    tax-qualified defined benefit retirement plan sponsored by
                    the Bank) and (ii) the American Savings Bank Benefit
                    Equalization Plan, as amended (or any similar plan then in
                    effect), during each of the three (3) most recently
                    completed calendar years preceding the Change in Control;
                    and

             (6)    the average of the value of the premiums paid by the Bank on
                    Executive's behalf with respect to all employee welfare
                    benefit plans (including, but not limited to, group health,
                    dental, life and disability plans) in which Executive
                    participated during each of the three (3) most recently
                    completed calendar years preceding the Change in Control;
                    and

             (7)    the average of any other taxable income included by the
                    Holding Company or the Bank on Executive's Form W-2 or
                    reflected on a Form 1099 provided by the Holding Company or
                    the Bank to Executive (but excluding income (i) attributable
                    to the Executive's exercise of a non-statutory stock option
                    to acquire Holding Company common stock, (ii) the
                    disqualifying disposition of an incentive stock option to
                    acquire Holding Company common stock, (iii) relating to the
                    distribution to Executive of benefits under any
                    tax-qualified or non-tax-qualified retirement or deferred
                    compensation plan sponsored by the Holding Company or the
                    Bank or any retirement or deferred compensation agreement
                    between Executive and the Holding Company and/or the Bank),
                    or (iv) attributable to payments made in lieu of any benefit
                    payable under a plan or agreement covered by the preceding
                    clause (iii) of this paragraph), during each of the three
                    (3) most recently completed calendar years preceding the
                    Change in Control.

      For purposes of paragraph 4 of this Section 5(c), the value of allocations
made to Executive under the American Savings Bank Employee Stock Ownership Plan
or Section 4.01 of the American Savings Bank Supplemental Executive Retirement
Plan shall be valued by


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reference to the fair market value of Holding Company common stock as of the
date of allocation. For purposes of paragraph 5 of this Section 5(c), the value
of the annual increase in Executive's benefit under the Retirement Plan for
Employees of American Savings Bank and the American Savings Bank Benefit
Equalization Plan shall be determined by reference to the year-over-year
increase in the actuarially equivalent lump-sum value of Executive's accrued
benefit under such plans calculated by using the actuarial factors set forth in
the Retirement Plan for Employees of American Savings Bank, or, if such factors
are not available, reasonable actuarial factors established by reference to
Section 417(e) of the Internal Revenue Code of 1986, as amended.

      At the election of Executive, which election is to be made prior to or
within thirty (30) days of the Date of Termination on or following a Change in
Control, such payment may be made in a lump sum (without discount for early
payment) on or immediately following the Date of Termination (which may be the
date a Change in Control occurs) or paid in equal monthly installments during
the thirty-six (36) months following Executive's termination. In the event that
no election is made, payment to Executive will be made on a monthly basis during
the thirty-six (36) months following Executive's termination.

      In addition to the foregoing, upon the occurrence of a Change in Control
during the 2003 calendar year followed by Executive's termination of employment
under the circumstances specified in Section 5(c), the Holding Company shall
provide Executive with an additional Two Hundred and Fifty Thousand Dollar
($250,000) cash payment.


                                      AMERICAN SAVINGS BANK



                                      /s/ Robert T. Kenney
                                      ------------------------------------------
                                      For the Entire Board of Directors

Date: July 29, 2002
     -------------------





                                      EXECUTIVE



                                      /s/ William E. Solberg
                                      ------------------------------------------
                                      William E. Solberg
Date: July 29, 2002
     -------------------


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