ST FRANCIS CAPITAL CORP
EMPLOYMENT AGREEMENT - JON D. SORENSON(5)
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>6
<FILENAME>c58841ex10-15.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JON D. SORENSON(5)
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.15



                              EMPLOYMENT AGREEMENT
                         (as amended on August 8, 2000)

         THIS EMPLOYMENT AGREEMENT is effective as of October 1, 1998 between
St. Francis Capital Corporation (the "Company"), a Wisconsin-chartered
corporation, St. Francis Bank, F.S.B. (the "Bank"), a federally-chartered
savings and loan and wholly-owned subsidiary of the Company, their respective
successors and assigns, and Jon D. Sorenson (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 Company and whose continued employment as an executive
member of their respective management teams in the positions of Senior Vice
President, Finance, for the Bank and Chief Financial Officer for the Company,
("Corporate Position") will continue to benefit the Bank and Company in the
future; and

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

         WHEREAS, the respective Boards of Directors of the Employers have
approved and authorized their entry into this Agreement with Executive.

                                    AGREEMENT

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

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

         2. Term of Employment. The period of Executive's employment under this
Agreement shall begin as of October 1, 1998 (the Commencement Date) and expire
on the third anniversary of the date immediately preceding the Commencement
Date, unless sooner terminated as provided herein; provided that, on each date
immediately preceding the anniversary of the Commencement Date, the term of
employment may be extended by action of the Bank's and Company's Boards of
Directors, following an explicit review by said Boards of the Executive's
performance under this Agreement (with appropriate documentation thereof and
after taking into account all relevant factors including Executive's performance
hereunder), to add one additional year to the remaining term of employment
annually restoring such term to a full three-years. The Board of Directors or
Executive shall each provide the other with at least ninety (90) days' advance
written notice of any decision on their respective parts not to extend the
Agreement on any date immediately preceding an anniversary of the Commencement
Date. The term of employment as in effect from time to time hereunder shall be
referred to as the "Employment Term".

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         3. Positions and Duties. Executive shall serve the Bank and Company,
respectively, in his Corporate Position, reporting directly to their Chief
Executive Officers and serving as a member of the Bank's and Company's
Management Committees and being generally responsible to assist in the
formulation of their business and personnel policies, rendering executive,
policy-making and other management services of the type customarily performed by
persons serving in similar capacities at other institutions, together with such
other duties and responsibilities as may be appropriate to Executive's position
and as may be from time to time determined by the Bank's and Company's Boards of
Directors to be necessary to their operations and in accordance with their
bylaws.

         4. Compensation. As compensation for services provided pursuant to this
Agreement, Executive shall receive from the Bank the compensation and benefits
set forth below:

                  (i) Base Salary. During the Employment Term, Executive shall
         receive from Employers a base salary ("Base Salary") in such amount as
         may from time to time be approved by their Boards of Directors. The
         Base Salary shall at no time be less than $127,000 per annum, payable
         by the Bank and Company in such proportion as shall be determined by
         their Boards of Directors. The Base Salary may be increased from time
         to time as determined by the Employers' Boards of Directors, provided
         that no such increase in Base Salary or other compensation shall in any
         way limit or reduce any other obligation of the Employers under this
         Agreement. Once established at a specified annual rate, Executive's
         Base Salary shall not thereafter be reduced except as part of a general
         pro-rata reduction in compensation applicable to all Executive
         Officers; provided, however, that no such reduction shall be permitted
         following a "change in control" as defined herein. Executive's Base
         Salary and other compensation shall be paid in accordance with the
         Employers' regular payroll practices as from time to time in effect.
         For purposes of this Agreement, the term "Executive Officers" shall
         mean all officers of the Bank and/or Company having a written
         Employment Agreement.

                  (ii) Bonus and Incentive Plans. Executive shall be entitled,
         during the Employment Term, to participate in and receive payments from
         all bonus and other incentive compensation plans (as currently in
         effect, as modified from time to time, or as subsequently adopted);
         provided, however, that nothing contained herein shall grant Executive
         the right to continue in any bonus or other incentive compensation plan
         following its discontinuance by the Board or Boards (except to the
         extent Executive had earned or otherwise accumulated vested rights
         therein prior to such discontinuance). In addition, Executive shall
         participate in all stock purchase, stock option, stock appreciation
         right, stock grant, or other stock based incentive programs of any type
         made available by Employers to their Executive Officers. The Employers
         shall not make any changes in such plans, benefits or privileges which
         would adversely affect Executive's rights or benefits thereunder,
         unless such change occurs pursuant to a program applicable to all
         Executive Officers of the Employers and does not result in a
         proportionately greater adverse change in the rights and benefits of
         Executive as compared with other Executive Officers.

                  (iii) Other Benefits. During the Employment Term, Employers
         shall provide to Executive all other benefits of employment (or, with
         Executive's consent, equivalent


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         benefits) generally made available to other Executive Officers. Such
         benefits shall include participation in any group health, life,
         disability, or similar insurance program and in any pension,
         profit-sharing, Employee Stock Ownership Plan ("ESOP"), 401(k) or other
         or similar retirement program. Employers shall continue any individual
         insurance plans or deferred compensation agreements in effect on the
         Commencement Date and Executive shall be entitled to use of an
         automobile under the terms of such Employer automobile policy as is
         maintained in effect (or so amended) from time to time.

         Executive shall receive vacation, sick time, personal days and other
         perquisites in the same manner and to the same extent as provided under
         the Employers' policies as in effect from time to time for other
         Executive Officers. Employers shall also reimburse Executive or
         otherwise provide for or pay all reasonable expenses incurred by
         Executive in furtherance of or in connection with the business of
         Employers, including but not by way of limitation, travel expenses,
         reasonable entertainment expenses (whether incurred at Executive's
         residence, while traveling or otherwise), and tax preparation fees
         pursuant to established reimbursement guidelines, subject to such
         documentation and other limitations as may be imposed by the Boards of
         Directors of the Employers.

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

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

                  (i) Death, Retirement. This Agreement shall terminate at the
         death or retirement of Executive. As used herein, the term "retirement"
         shall mean Executive's retirement in accordance with and pursuant to
         any retirement plan of the Employers generally applicable to Executive
         Officers or in accordance with any retirement arrangement established
         for Executive with his consent.

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

                  (ii) Disability. This Agreement shall terminate upon the
         disability of Executive. As used in this Agreement, "disability" shall
         mean Executive's inability, as the result of physical or mental
         incapacity, to substantially perform his employment duties for a

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         period of 90 consecutive days. Any question as to the existence of
         Executive's disability upon which Executive and Employers cannot agree
         shall be determined by a qualified independent physician mutually
         agreeable to Executive and Employers or, if the parties are unable to
         agree upon a physician within ten (10) days after notice from either to
         the other suggesting a physician, by a physician designated by the then
         president of the medical society for the county in which Executive
         maintains his principal residence. The costs of any such medical
         examination shall be borne by the Employers. If Executive is terminated
         due to disability, he shall be paid 100% of his Base Salary at the rate
         in effect at the time notice of termination is given for one year and
         thereafter an annual amount equal to 75% of such Base Salary for any
         remaining portion of the Employment Term, such amounts to be paid in
         substantially equal monthly installments and offset by any monthly
         payments actually received by Executive during the payment period from
         (i) any disability plans provided by the Employers, and/or (ii) any
         governmental social security or workers compensation program.

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

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

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

                  (A)      The intentional failure by Executive to substantially
                           perform assigned duties (appropriate to his position
                           and level of compensation) with the Bank (other than
                           any such failure resulting from the Executive's
                           incapacity due to physical or mental illness) after a
                           written demand for substantial performance is
                           delivered to Executive by the Board, which demand
                           specifically identifies the manner in which the Board
                           believes Executive has not substantially performed
                           his duties, advises Executive of what steps must be
                           taken to achieve substantial performance, and allows
                           Executive Sixty (60) days in which to demonstrate
                           such performance;

                  (B)      Any willful act of misconduct by Executive;

                  (C)      A criminal conviction of Executive for any act
                           involving dishonesty, breach of trust or a violation
                           of the banking or savings and loan laws of the United
                           States;


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                  (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 Employers.

                  (iv) Voluntary Termination by Executive. Executive may
         voluntarily terminate his employment under this Agreement at any time
         by giving at least thirty (30) days prior written notice to Employers.
         In such event, Executive shall receive all compensation and other
         benefits in which he was vested or to which he was otherwise entitled
         under Section 4 through the date specified in such notice (the
         "Termination Date"), in addition to all other benefits available to him
         under benefit plans and programs to which he was entitled by reason of
         employment through the Termination Date.

                  (v)      Suspension or Termination Required by the OTS

                  (A)      If Executive is suspended and/or temporarily
                           prohibited from participating in the conduct of the
                           Employers' affairs by a notice served under section
                           8(e)(3), or section 8(g)(1), of the Federal Deposit
                           Insurance Act [12 U.S.C.ss. 1818(e)(3) and (g)(1)],
                           the Employers' obligations under the Agreement shall
                           be suspended as of the date of service of the notice
                           unless stayed by appropriate proceedings. If the
                           charges in the notice are dismissed, the Employers
                           shall (i) pay Executive all of the compensation
                           withheld while their obligations under this Agreement
                           were suspended, and (ii) reinstate such obligations
                           as were suspended.

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

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

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<PAGE>   6

                  (D)      All obligations under the Agreement shall be
                           terminated, except to the extent determined that
                           continuation of the contract is necessary for the
                           Employers' continued operations (i) by the Director
                           of the OTS, or his or her designee at the time the
                           FDIC or Resolution Trust Corporation ("RTC") enters
                           into an agreement to provide assistance to or on
                           behalf of the Employers under the authority contained
                           in section 13(c) of the Federal Deposit Insurance
                           Act; or (ii) by the Director of the OTS, or his or
                           her designee, at the time it approves a supervisory
                           merger to resolve problems related to operation of
                           the Employers or when the Employers are determined by
                           the Director of the OTS to be in an unsafe or unsound
                           condition. Any rights of the parties that have
                           already vested, however, shall not be affected by
                           such action.

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

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

                  (A)      In lieu of any further salary payments to Executive
                           subsequent to the Termination Date, Executive shall
                           receive Severance Pay for a twelve (12) month period
                           in accordance with the Employers' normal payroll
                           practices, beginning with the first pay date
                           following the Termination Date. The monthly rate of
                           Severance Pay shall be the monthly Base Salary
                           received by Executive (based on his highest rate of
                           Base Salary within the 3 years preceding his
                           Termination Date) plus one-twelfth of the total bonus
                           and incentive compensation paid to or vested in
                           Executive on the basis of his most recently completed
                           calendar year of employment.

                  (B)      Employers shall maintain and provide for the period
                           during which Severance Payments are to be made and
                           ending at the earlier of (i) the expiration of such
                           period, or (ii) the date of the Executive's full-time
                           employment by another employer (provided that the
                           Executive is entitled under the terms of such
                           employment to benefits substantially similar to those
                           described in this subparagraph (B)), at no cost to
                           the Executive, the Executive's continued
                           participation in all group insurance, life insurance,
                           health and accident, disability and other employee
                           benefit plans, programs and arrangements in which
                           Executive was entitled to participate

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                           immediately prior to the Termination Date (other than
                           retirement plans, deferred compensation, or stock
                           compensation plans of the Employers), provided that
                           in the event Executive's participation in any plan,
                           program or arrangement as provided in this
                           subparagraph (B) is barred, or during such period any
                           such plan, program or arrangement is discontinued or
                           the benefits thereunder are materially reduced, the
                           Employers shall arrange to provide the Executive with
                           benefits substantially similar to those which the
                           Executive was entitled to receive under such plans,
                           programs and arrangements immediately prior to the
                           Termination Date.

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

                  (i) Definition "Change in Control". For purposes of this
         Agreement, a "change in control" shall mean any change in control with
         respect to the Bank or Company that would be required to be reported in
         response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
         under the Securities Exchange Act of 1934, as amended ("Exchange Act")
         or any successor thereto; provided that, without limitation, a change
         in control shall be deemed to have occurred if (i) any "person" (as
         such term is used in Sections 13(d) and 14(d) of the Exchange Act) is
         or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of securities representing 25%
         or more of the combined voting power of the Bank's or Company's then
         outstanding securities; or (ii) during any period of two consecutive
         years, individuals who at the beginning of such period constituted the
         Board of Directors of the Bank or Company cease for any reason to
         constitute at least a majority thereof unless the election, or the
         nomination for election by stockholders, of each new director was
         approved by a vote of at least two-thirds of the directors then still
         in office who were directors at the beginning of the period.

                  (ii) Good Reason for Executive Termination. The Executive may
         terminate his employment under this Agreement for "good reason" by
         giving at least thirty (30) days prior written notice to the Bank at
         any time within twenty-four (24) months of the effective date of a
         change in control. Occurrence of any of the following events shall
         constitute good reason:

                  (A)      Without the Executive's express written consent,
                           assignment by the Employers of any duties which are
                           materially inconsistent with Executive's positions,
                           duties, responsibilities and status with the
                           Employers immediately prior to a change in control,
                           or a material change in the Executive's reporting
                           responsibilities, titles or offices as in effect
                           immediately prior to such change in control, or any
                           removal of the Executive from or any failure to
                           re-elect the Executive to all or any portion of his
                           Corporate Position, except in connection with a
                           termination


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<PAGE>   8

                           of Executive's employment for cause, disability,
                           retirement or death (or by the Executive other than
                           for good reason as defined in this section 6(B)).

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

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

                  (D) Without Executive's express written consent, the Employers
                  fail or refuse to continue Executive's participation in
                  incentive compensation and stock incentive programs comparable
                  to either (1) those in effect prior to the change in control
                  or (2) those subsequently in effect for the senior executives
                  of any acquiring company effecting the change in control;

                  (E) Without Executive's express written consent, Employers
                  fail to provide the same fringe benefits provided to Executive
                  immediately prior to a change in control, or with a package of
                  fringe benefits (including paid vacations) that, though
                  individual 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 termination of Executive's employment by the Employer,
                  including any purported termination for cause, disability or
                  retirement not effected in accordance with the notice
                  requirements of this Agreement; or

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

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

                  (A)      In lieu of further salary payments 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) thirty-six (36)
                           months. Payments shall be made in accordance with
                           Employers' normal payroll practices, beginning with
                           the first pay date following the Termination Date.
                           Monthly 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

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<PAGE>   9


                           Termination Date) plus one-twelfth of the total bonus
                           and incentive compensation paid to or vested in
                           Executive, or to which Executive became entitled
                           (based on the average of such bonus and incentive
                           compensation for the 3 calendar years preceding his
                           Termination Date).

                  (B)      Employers shall maintain and provide for the period
                           during which Severance Payments are to be made and
                           ending at the earlier of (i) the expiration of such
                           period, or (ii) the date of the Executive's full-time
                           employment by another employer (provided that the
                           Executive is entitled under the terms of such other
                           employment to benefits substantially similar to those
                           described in this subparagraph (B)), at no cost to
                           the Executive, the Executive's continued
                           participation in all group insurance, life insurance,
                           health and accident, disability and other employee
                           benefit plans, programs and arrangements in which the
                           Executive was entitled to participate immediately
                           prior to the Termination Date (other than retirement
                           and deferred compensation plans and individual
                           insurance policies covered under subsection 6(C) or
                           stock compensation plans of the Employers), provided
                           that in the event Executive's participation in any
                           plan, program or arrangement as provided in this
                           subparagraph (B) is barred, or during such period any
                           such plan, program or arrangement is discontinued or
                           the benefits thereunder are materially reduced, the
                           Employers shall arrange to provide Executive with
                           benefits substantially similar to those Executive was
                           entitled to receive under such plans, programs and
                           arrangements immediately prior to the Termination
                           Date.

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

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<PAGE>   10


benefits received or to be received by Executive from Employers (whether payable
pursuant to the terms of this Agreement, any other plan, agreement or
arrangement with the Employers or any corporation affiliated with the Employers
("Affiliate") within the meaning of Section 1504 of the Internal Revenue Code of
1954, as amended (the "Code")), in the opinion of tax counsel selected by the
Employers' independent auditors and acceptable to Executive, constitute
"parachute payments" within the meaning of Section 280G(b)(2) of the Code, and
the present value of such "parachute payments" equals or exceeds three times the
average of the annual compensation payable to Executive by the Employers (or an
Affiliate) and includible in Executive's gross income for federal income tax
purposes for the five (5) calendar years preceding the year in which a change in
ownership or control of the Employers occurred ("Base Amount"), such Severance
Benefits shall be reduced, in a manner determined by Executive, to an amount the
present value of which (when combined with the present value of any other
payments or benefits otherwise received or to be received by Executive from the
Employers (or an Affiliate) that are deemed "parachute payments") is equal to
2.99 times the Base Amount, notwithstanding any other provision to the contrary
in this Agreement. The Severance Benefits shall not be reduced if (A) Executive
shall have effectively waived his receipt or enjoyment of any such payment or
benefit which triggered the applicability of this Section 6(iv), or (B) in the
opinion of such tax counsel, the Severance Benefits (in its full amount or as
partially reduced, as the case may be) plus all other payments or benefits which
constitute "parachute payments" within the meaning of Section 280G(b)(2) of the
Code are reasonable compensation for services actually rendered, within the
meaning of Section 280G (b)(4) of the code, and such payments are deductible by
the Employers. The Base Amount shall include every type and form of compensation
includible in Executive's gross income in respect of his employment by the
Employers (or an Affiliate), except to the extent otherwise provided in
temporary or final regulations promulgated under Section 280G (b) of the Code.
For purposes of this Section 6(iv), a "change in ownership or control" shall
have the meaning set forth in Section 280G(b) of the Code and any temporary or
final regulations promulgated thereunder. The present value of any non-cash
benefit or any deferred cash payment shall be determined by the Employers'
independent auditors in accordance with the principles of Sections 280G (b)(3)
and (4) of the Code.

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

                                      -10-



<PAGE>   11

of employment under any circumstances other than as specified herein or a
reduction in payments and benefits other than those provided in this Section 6.

         In the event that Section 280G, or any successor statute, is repealed,
this Section 6 shall cease to be effective on the effective date of such repeal.
The parties to this Agreement recognize that final regulations under Section
280G of the Code may affect the amounts that may be paid under this Agreement
and agreed that, upon issuance of such final regulations this Agreement may be
modified as in good faith deemed necessary in light of the provisions of such
regulations to achieve the purposes of this Agreement, and that consent to such
modifications shall not be unreasonably withheld.

         7.  General Provisions.

                  (i)  Successors; Binding Agreement.

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

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

                  (B)      No right or interest to or in any payments or
                           benefits under this agreement shall be assignable or
                           transferable in any respect by the Executive, nor
                           shall any such payment, right or interest be subject
                           to seizure, attachment

                                      -11-

<PAGE>   12



                           or creditor's process for payment of any debts,
                           judgments, or obligations of Executive.

                  (C)      This Agreement shall be binding upon and inure to the
                           benefit of and be enforceable by (1) Executive and
                           his heirs, beneficiaries and personal
                           representatives, and (2) the Employers and any
                           successor organization.

                  (ii) Noncompetition Provision. Executive acknowledges that the
         development of personal contacts and relationships is an essential
         element of the savings and loan business, that Employers has invested
         considerable time and money in his development of such contacts and
         relationships, that Employers could suffer irreparable harm if he were
         to leave employment and solicit the business of the Employers
         customers, and that it is reasonable to protect the Employers against
         competitive activities by Executive. Executive covenants and agrees, in
         recognition of the foregoing and in consideration of the mutual
         promises contained herein, that in the event of a voluntary termination
         of employment by Executive pursuant to Section 5(iii), or upon
         expiration of this Agreement as a result of Executive's election (but
         not as the result of an election by Employers) not to continue
         automatic annual renewals, Executive shall not accept employment with
         any Significant Competitor of Bank for a period of twelve (12) months
         following such termination. For purposes of this Agreement, the term
         Significant Competitor means any financial institution including, but
         not limited to, any commercial bank, savings bank, savings and loan
         association, credit union, or mortgage banking corporation which, at
         the time of termination of Executive's employment, or during the period
         of this covenant not to compete, has a home, branch or other office in
         Milwaukee County or which has, during the twelve (12) months preceding
         Executive's termination, originated, or which during the period of this
         covenant not to compete originates, more than $50,000,000 in commercial
         or mortgage loans secured by real property in any such county.

                  Executive agrees that the non-competition provisions set forth
         herein are necessary for the protection of the Employers and are
         reasonably limited as to (i) the scope of activities affected, (ii)
         their duration and geographic scope, and (iii) their effect on
         Executive and the public. In the event Executive violates the
         non-competition provisions set forth herein, the Employers shall be
         entitled, in addition to its other legal remedies, to enjoin the
         employment of Executive with any Significant Competitor for the period
         set forth herein. If Executive violates this covenant and the Employers
         bring legal action for injunctive or other relief, the Employers shall
         not, as a result of the time involved in obtaining such relief, be
         deprived of the benefit of the full period of the restrictive covenant.
         Accordingly, the covenant shall be deemed to have the duration
         specified herein, computed from the date such relief is granted, but
         reduced by any period between commencement of the period and the date
         of the first violation.

                  (iii) Notice. For purposes of this Agreement, notices and all
         other communications provided for in the Agreement shall be in writing
         and shall be deemed to have been duly given when delivered or mailed by
         United States registered mail, return receipt requested, postage
         prepaid, addressed as follows:


                                      -12-

<PAGE>   13

                  If to the Bank or Company:

                         St. Francis Capital Corporation
                         3545 South Kinnickinnic Avenue
                         Milwaukee, Wisconsin 53207
                         Attn:  Secretary

                  If to the Executive:

                         Mr. Jon D. Sorenson

         or to such other address as either party may have furnished to the
         other in writing in accordance herewith, except that notice of change
         of address shall be effective only upon receipt.

                  (iv) Expenses. If any legal proceeding is necessary to enforce
         or interpret the terms of this Agreement (or to recover damages for
         breach of it) in the absence of a change in control, the prevailing
         party shall be entitled to recover from the other party reasonable
         attorneys' fees and necessary costs and disbursements incurred in such
         litigation, in addition to any other relief to which such prevailing
         party may be entitled.

                  Notwithstanding the foregoing, in the event of a legal
         proceeding to enforce or interpret the terms of this Agreement
         following a change in control or a re-execution of this Agreement
         pursuant to section 6(ii)(G), the only recoverable costs shall be those
         which Executive shall be entitled to recover from the Bank (i.e.
         reasonable attorneys' fees and necessary costs and disbursements
         incurred in such litigation), which fees shall be recoverable only if
         the Executive is the prevailing party. Recovery of attorneys' fees and
         costs as provided herein following a change in control or re-execution
         shall be in addition to any other relief to which Executive may be
         entitled.
                  (v) Withholding. Employers shall be entitled to withhold from
         amounts to be paid to Executive under this Agreement any federal,
         state, or local withholding or other taxes or charges which it is from
         time to time required to withhold. Employers shall be entitled to rely
         on an opinion of counsel if any question as to the amount or
         requirement of any such withholding shall arise.

                  (vi) Notice of Termination. Any purported termination by the
         Employers under Sections 5(i), (ii), (iii) or (iv), or by Executive
         under Sections 5(vi) or 6(ii) shall be communicated by written "Notice
         of Termination" to the other party. For purposes of this Agreement, a
         "Notice of Termination" shall mean a dated notice which (i) indicates
         the specific termination provision in this Agreement relied upon, (ii)
         sets forth in reasonable detail the facts and circumstances claimed to
         provide a basis for termination under the provision so indicated, (iii)
         specifies a Date of Termination, which shall be not less than thirty
         (30) nor more than ninety (90) days after such Notice of Termination is
         given, except in the case of termination of Executive's employment for
         Cause; and (iv) is given in the manner specified in Section 7(iii) of
         this Agreement.


                                      -13-

<PAGE>   14

                  (vii) Miscellaneous. No provision of this Agreement may be
         amended, waived or discharged unless such amendment, waiver or
         discharge is agreed to in writing and signed by Executive and such
         officers of the Employers as may be specifically designated by the
         Board. No waiver by either party hereto at any time of any breach by
         the other party hereto of, or compliance with, any condition or
         provision of this Agreement to be performed by such other party shall
         be deemed a waiver of similar or dissimilar provisions or conditions at
         the same or at any prior or subsequent time. No agreements or
         representations, oral or otherwise, express or implied, with respect to
         the subject matter hereof have been made by either party which are not
         expressly set forth in this Agreement and it is agreed that execution
         of this Agreement shall result in its superseding and extinguishing any
         rights of Executive under any other employment agreement previously in
         effect between himself, the Employers, or any of their affiliates. The
         validity, interpretation, construction and performance of this
         Agreement shall be governed by the laws of the State of Wisconsin.

                  (viii) Mitigation; Exclusivity of Benefits. The Executive
         shall not be required to mitigate the amount of any benefits hereunder
         by seeking other employment or otherwise, nor shall the amount of any
         such benefits be reduced by any compensation earned by the Executive as
         a result of employment by another employer after the Termination Date
         or otherwise.

                  (ix) Validity. The invalidity or unenforceability of any
         provision of this Agreement shall not affect the validity or
         enforceability of any other provision of this Agreement, which shall
         remain in full force and effect.

                  (x)  Counterparts.  This Agreement may be executed in several
         counterparts, each of which together will constitute one and the same
         instrument.

                  (xi) Headings. Headings contained in this Agreement are for
         reference only and shall not affect the meaning or interpretation of
         any provision of this Agreement.

                  (xii) Effective Date.  The effective date of this Agreement
         shall be the date indicated in the first section of this Agreement,
         notwithstanding the actual date of execution by any party.

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

                                   Executive:


                                   /s/ Jon D. Sorenson
                                   -------------------
                                   Jon D. Sorenson

                                   ST. FRANCIS CAPITAL CORPORATION

                                      -14-


<PAGE>   15



                                   By:  /s/ William R. Hotz
                                   ------------------------
                                   Its: Executive Vice President,
                                           Secretary and General Counsel


                                   ST. FRANCIS BANK, F.S.B.


                                   By:  /s/ Judith M. Gauvin
                                   -------------------------
                                   Its: Senior Vice President -
                                           Human Resources
















                                      -15-




</TEXT>
</DOCUMENT>
