ANNUAL REPORT ON FORM 10-K

Securities and Exchange Commission
Washington, D.C. 20549

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended Dec. 31, 1997.
Commission File Number 0-15580

ST. PAUL BANCORP, INC.

Incorporated in the State of Delaware
IRS Employer Identification #36-3504665
Address: 6700 West North Avenue
Chicago, Illinois 60707
Telephone: (773) 622-5000

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par
Value $0.01; Preferred Stock Purchase Rights.

As of Jan. 31, 1998, St. Paul Bancorp, Inc. had 34,257,983 shares of
common stock outstanding. The aggregate market value of common stock held by
non-affiliates as of Jan. 31, 1998, was $734,490,935.(1)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[x].

Documents Incorporated By Reference:
PARTS I, II, III, AND IV:
Portions of the Annual Report to Shareholders for the fiscal year ended
Dec. 31, 1997.
PART III:
Portions of the definitive proxy statement for the 1998 Annual Meeting
of Shareholders. Notwithstanding anything to the contrary set forth herein,
the Report of the Organizational Planning and Stock Option Committees on
Executive Compensation and the Corporate Performance Graph contained in the
proxy statement shall not be incorporated by reference.

________________________

(1) Solely for the purpose of this calculation, all executive officers and
directors of the registrant are considered to be affiliated. Also included are
the shares held by various employee benefit plans where trustees are directors
of St. Paul Bancorp, Inc.

2
The information required by the following items are incorporated
herein by reference from portions of the registrant's Annual Report to
Shareholders at Exhibit 13 as follows:

Page Number
PART I at Exhibit 13
-------------

Item 1 Business
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-21, 44, 67-68
Distribution of Assets, Liabilities and Stockholder's Equity;
Interest Rates and Interest Differential . . . . . . . . . . . . . . . . . . . . . . . . 26-27
Investment Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38, 48-49
Loan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . 32-35, 38, 45, 49-50, 61
Summary of Loan Loss Experience . . . . . . . . . . . . . . . . . . . . . . . . . 34-35, 45, 50
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26, 37, 52
Return on Equity and Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-19
Short-Term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39, 52-54

Item 2 Properties . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Item 3 Legal Proceedings . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none

Item 4 Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . none

PART II

Item 5 Market for the Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . 21, 23, 25, 34, 55-57, 65, 66-68, 72

Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 18-19

Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-39

Item 8 Financial Statements and Supplemental Data . . . . . . . . . . . . . . . . . . . . . . . 40-65

Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . none

PART III

Item 10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . .. . . 70*

Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . *

Item 12 Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . .. . . . *

PART IV

Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68-69

* St. Paul Bancorp's definitive proxy statement for the 1998 Annual
Meeting of Shareholders is incorporated herein by reference, other
than the sections entitled "Report of the Organizational Planning and
Stock Option Committees on Executive Compensation" and "Comparative
Performance Graph."

3
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on March 27, 1998 on its behalf by the undersigned thereunto
duly authorized.

St. Paul Bancorp, Inc.
Joseph C. Scully
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on March 27, 1998, by the following
persons on behalf of the registrant and in the capacities indicated.

/s/JOSEPH C. SCULLY /s/JOHN W. CROGHAN
Chairman and Chief Executive Officer Director

/s/PATRICK J. AGNEW /s/ALAN J. FREDIAN
President and Chief Operating Officer Director

/s/ROBERT N. PARKE /s/PAUL C. GEAREN
Senior Vice President and Treasurer Director
(principal financial officer)
/s/KENNETH J. JAMES
/s/PAUL J. DEVITT Director
First Vice President and Controller
(principal accounting officer) /s/JEAN C. MURRAY, O.P.
Director
/s/WILLIAM A. ANDERSON
Director /s/JOHN J. VIERA
Director

4
EXHIBITS (c)

Financial Statements Filed Page
- -------------------------------------------------------------------------------

St. Paul Bancorp, Inc.
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 40
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . 44
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . 65

Schedules to the consolidated financial statements required by Article 9 of
Regulation S-X are omitted, since the required information is included in the
footnotes or is not applicable.
No reports on Form 8-K were filed during the last quarter of 1997.
The following Exhibit Index lists the Exhibits to Annual Report on Form
10-K.

EXHIBIT NUMBER 3
Certificate of Incorporation and Bylaws.

i Certificate of Incorporation (a).
ii Bylaws of Registrant, as amended (a).
iii Amendments to Bylaws of Registrant dated as of Dec. 18, 1989,
July 18, 1992,
Sept. 27, 1993, Oct. 25, 1993 and Feb. 28, 1994, respectively (a).

EXHIBIT NUMBER 10
Material Contracts.

i Stock Option Plan, as amended (a)(b).
ii Amendment to Stock Option Plan dated May 13, 1992 (a)(b).
iii Amendment to Stock Option Plan dated May 4, 1994 (a)(b).
iv 1995 Incentive Plan (a)(b).
v Employment Agreements, dated as of Dec. 19, 1994, among St. Paul
Bancorp, Inc., St. Paul Federal Bank For Savings and Joseph C. Scully
and Patrick J. Agnew, respectively (a)(b).
vi Amendments to Employment Agreements, dated as of May 22, 1995,
among St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings and
Joseph C. Scully and Patrick J. Agnew, respectively (a)(b).
vii Amendments to Employment Agreements, dated as of Aug. 28, 1995, among
St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings and
Joseph C. Scully and Patrick J. Agnew, respectively (a)(b).
viii Amendments to Employment Agreements, dated as of Dec. 31, 1995, among
St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings and
Joseph C. Scully and Patrick J. Agnew, respectively (a)(b).
ix Severance Agreements, dated as of Dec. 21, 1992, among St. Paul
Bancorp, Inc., St. Paul Federal Bank For Savings and Robert N. Parke,
Thomas J. Rinella, Donald G. Ross and Clifford M. Sladnick,
respectively (a)(b).
x Amendments to Severance Agreements, dated as of Dec. 19, 1994,
among St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings and
Robert N. Parke, Thomas J. Rinella, Donald G. Ross and Clifford M.
Sladnick, respectively (a)(b).
xi Amendments to Severance Agreements, dated as of May 22, 1995, among
St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings and
Robert N. Parke, Thomas J. Rinella, Donald G. Ross and Clifford M.
Sladnick, respectively (a)(b).
xii Amendments to Severance Agreements, dated as of Aug. 28, 1995,
among St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings and
Robert N. Parke, Thomas J. Rinella, Donald G. Ross and Clifford M.
Sladnick, respectively (a)(b).

xiii St. Paul Federal Bank For Savings Deferred Compensation Trust
Agreement, dated April 21, 1987 (a)(b).
xiv First Amendment to Agreement in Trust, dated as of Dec. 31, 1989,
by and between St. Paul Federal Bank For Savings and Alan J.
Fredian, Michael R. Notaro and Faustin A. Pipal, as trustees
(a)(b).
xv St. Paul Federal Bank For Savings and St. Paul Bancorp, Inc.
Nonqualified Retirement Plan for Directors, as amended and restated
as of March 28, 1994 (a)(b).
xvi First Amendment to St. Paul Federal Bank For Savings and St.
Paul Bancorp, Inc. Nonqualified Retirement Plan for Directors,
dated as of Dec. 31, 1995 (a)(b).
xvii St. Paul Federal Bank For Savings Supplemental Retirement Plan and
Excess Benefit Plan as amended and restated (b).
xviii St. Paul Federal Bank For Savings Supplemental Retirement Trust as
amended and restated (b).
xix St. Paul Bancorp, Inc. and St. Paul Federal Bank For Savings
Employee Severance Compensation Plan, executed Dec. 20, 1993
(a)(b).
xx Term Loan Agreement, dated as of Nov. 21, 1991, among St. Paul
Federal Bank For Savings Employee Stock Ownership Trust, St. Paul
Bancorp, Inc., and Nationar (a).
xxi First Amendment to Term Loan Agreement, dated as of June 30, 1993
(but effective as of May 5, 1993), by and among St. Paul Federal
Bank For Savings Employee Stock Ownership Trust, St. Paul Bancorp,
Inc. and Nationar (a).
xxii Letter, dated Jan. 19, 1996, among St. Paul Federal Bank For
Savings Employee Stock Ownership Trust, St. Paul Bancorp, Inc. and
Northwest Savings Bank, as successor in interest to Nationar (a).
xxiii Shareholders Right Plan, dated Oct. 26, 1992 (a).
xxiv Indenture and First Supplemental Indenture, dated Feb. 11, 1997,
between St. Paul Bancorp, Inc. and Harris Trust and Savings Bank
(a).
xxv Indenture dated as of July 1, 1989 between St. Paul Federal Bank
For Savings and Bankers Trust Company, Trustee (a).
xxvi Revolving Loan Agreement, dated as of Sept. 15, 1995, between
St. Paul Bancorp, Inc. and LaSalle National Bank (a).
xxvii First Amendment to Revolving Loan Agreement, dated as of Oct. 15,
1996, between St. Paul Bancorp, Inc. and LaSalle National Bank (a).

EXHIBIT NUMBER 13 Portions of the 1997 Annual Report to Shareholders.

EXHIBIT NUMBER 21 Subsidiaries of Registrant.

EXHIBIT NUMBER 23 Consent of Ernst & Young LLP.

EXHIBIT NUMBER 27 Financial Data Schedule.

(a) Exhibit has heretofore been filed with the Securities and Exchange
Commission and is incorporated herein by reference.
(b) Management contract or compensation plan or arrangement required
to be filed as an exhibit.
(c) Copies of the Exhibits will be furnished upon request and payment
of the Company's expenses in furnishing the Financial Statement
Schedule and Exhibits.

6
Exhibit 10 (xvii)
ST. PAUL FEDERAL BANK FOR SAVINGS
SUPPLEMENTAL RETIREMENT PLAN AND EXCESS BENEFIT PLAN

Amended and Restated Effective November 1, 1997

ARTICLEI.

Introduction

1.1. Plan: The St. Paul Federal Bank For Savings Supplemental
Retirement Plan and Excess Benefit Plan (collectively, the "Plan") is
maintained by St. Paul Federal Bank For Savings (the "Bank") for the benefit of
certain employees of the Bank.
1.2. Effective Date: The original effective date of the Plan, as
established by a resolution of the Board of Directors of the Bank, was January
1, 1984. The Plan was amended and restated effective January 1, 1989, to
reflect the enactment of Section 401(a)(17) of the Code, by the adoption of the
St. Paul Federal Bank For Savings Supplemental Retirement Plan, was further
amended, effective January 1, 1991, to make certain design changes, and was
further amended and restated, effective June 23, 1997, to include certain
change in control provisions. The Plan is hereby further amended and restated,
effective November 1, 1997, to incorporate a revised benefit formula and to
make certain related design changes.
1.3. Purpose of the Plan: The purpose of the Plan is to supplement
the benefits of employees under the St. Paul Federal Bank For Savings
Employees Pension Plan (referred to herein as the "Retirement Plan"), as
revised from time to time.

ARTICLEII.

Definitions

2.1. Actuarial Equivalent. Shall mean, with respect to a given
benefit, any other benefit provided under the terms of the Plan that has the
same present or equivalent value on the date the given benefit payment
commences, based on the actuarial equivalency factors used with respect to the
corresponding benefit under the Retirement Plan.
2.2. Bank: Shall mean St. Paul Federal Bank For Savings and any of
its subsidiaries or affiliated business entities participating in the
Retirement Plan.
2.3. Code: Shall mean the Internal Revenue Code of 1986, as
amended from time to time.
2.4. Company: Shall mean St. Paul Bancorp, Inc. or any successor.
2.5. Compensation: Shall mean Compensation as defined in the
Retirement Plan, but without regard to the annual dollar amount limitation
imposed by Code Section 401(a)(17).
2.6. Disability or Disabled: Shall mean "Disability" as defined in
the Retirement Plan.
2.7. Early Retirement Date: Shall mean the date as of which a
Participant both is eligible for and elects to commence receiving an Early
Retirement Pension under the Retirement Plan.

2.8. Grandfathered Benefit. Shall mean the benefit described in
Section 3.6, which is intended to provide each individual who is a Participant
as of November 1, 1997 with a benefit under the Plan equal to the greater of
(i) the benefit described in Section 3.1, 3.2 or 3.3, as applicable, or (ii)
the benefit the Participant would have received under this Plan (at the time
the Participant begins receiving a distribution hereunder) assuming the terms
of the June 23, 1997 Amendment and Restatement of the Plan were still in
effect.
2.9. High Average Recognized Compensation: Shall mean the
Compensation of a Participant for each of the three consecutive calendar years
of his or her employment service with the Bank which produce the highest annual
average. If a Participant has been in the employ of the Bank for more than one
calendar year but less than three calendar years, then the High Average
Recognized Compensation for that Participant shall be based upon that
Participant's actual calendar years of service. If a Participant has served
with the Bank for less than one year, then the High Average Recognized
Compensation for that Participant shall be equal to the Participant's
Compensation.
2.10. Maximum Benefit: Shall mean the Participant's actual monthly
Normal, Early, Deferred Vested or Disability Retirement Pension or Eligible
Spouse benefit, whichever is applicable, payable under Articles V and VI of the
Retirement Plan.
2.11. Normal Retirement Date: Shall mean the date as of which a
Participant both is eligible for and elects to commence receiving a Normal
Retirement Pension under the Retirement Plan.
2.12. Participant: Shall mean any employee of the Bank or the
Company, who is designated by the Board of Directors of the Bank or the Company
to be eligible to participate in the Plan.
2.13. Plan: The St. Paul Federal Bank For Savings Supplemental
Retirement Plan and Excess Benefit Plan.
2.14. Plan Administrator: Shall mean the Bank.
2.15. Retirement Plan: Shall mean the St. Paul Federal Bank For
Savings Employees' Pension Plan, as amended from time to time.
2.16. Unrestricted Benefit: Shall mean the Participant's maximum
monthly Normal, Early, Deferred Vested or Disability Retirement Pension or
Eligible Spouse benefit, whichever is applicable, that would be payable under
Articles V and VI of the Retirement Plan if such benefit were determined
without regard to the limitations of the Code imposed under Section 415 and
Section 401(a)(17).

2.17. Year of Service. Shall mean each year of Credited Service
earned by the Participant under the Retirement Plan.

ARTICLEIII.

Benefits

3.1. Normal Retirement Benefit: Subject to the Grandfathered
Benefit provisions of Section 3.6, upon attainment of his or her Normal
Retirement Date, a Participant shall be entitled to an annual benefit equal to
(a) 70% of his or her High Average Recognized Compensation reduced by (b) his
or her annual Normal Retirement Pension under the Retirement Plan.
Notwithstanding the preceding sentence, if the Participant's full Years of
Service equal less than 25 as of his or her Normal Retirement Date, then his or
her annual benefit under the preceding sentence shall be reduced by a fraction,
the numerator of which is the difference between 25 and the Participant's Years
of Service, and the denominator of which is 25. For purposes of this Plan, the

8
annual Normal Retirement Pension under the Retirement Plan shall be the amount
equal to the Participant's Normal Retirement Pension benefit (determined on a
single life basis) payable under Section 5.1 of the Retirement Plan. Subject
to Section 3.7, this Normal Retirement Benefit shall be payable in equal
monthly installments commencing on the first day of the month following the
Participant's Normal Retirement Date and continuing for the remainder of the
Participant's life.
3.2. Early Retirement Benefit: Subject to the Grandfathered
Benefit provisions of Section 3.6, upon attainment of his or her Early
Retirement Date, a Participant shall be entitled to an annual benefit equal to
the Actuarial Equivalent (which for purposes of this Section 3.2 shall include
a reduction by the same early retirement reduction factors in Section 5.2 of
the Retirement Plan) amount of his or her Normal Retirement Benefit. Subject
to Section 3.7, this Early Retirement Benefit shall be payable in equal monthly
installments commencing on the first day of the month following the
Participant's Early Retirement Date, and continuing for the remainder of the
Participant's life.
3.3. Disability Retirement Benefit: If a Participant terminates
employment with the Bank or the Company prior to his or her Early Retirement
Date and is Disabled such that he or she can become entitled to a Disability
Retirement Pension under the Retirement Plan, such Participant shall be deemed
to have remained in the employ of the Bank until the earliest to occur of: (a)
the Participant's death; (b) the Participant's attaining his or her Normal
Retirement Date; or (c) the cessation of the Participant's Disability and the
failure of the Participant to return to active employment with the Bank within
a reasonable time after recovery from the Disability. Upon attaining his or
her Normal Retirement Date, such Participant shall be entitled to a benefit
equal to his or her resulting Normal Retirement Benefit.
3.4. Deferred Vested Benefit: If a Participant terminates
employment with the Bank or the Company prior to attaining his or her Early or
Normal Retirement Date and is entitled to a deferred vested pension under the
Retirement Plan, such Participant will not be entitled to any benefit under
Section 3.1, 3.2 or 3.3 of this Plan. However, such a Participant shall be
entitled to a monthly benefit equal to his or her Unrestricted Benefit less his
or her Maximum Benefit commencing at his or her Early or Normal Retirement
Date.
3.5. Spouse's Pension Benefit: Subject to Section 3.7, upon the
death of a Participant whose spouse is eligible for a pre- or post-termination
of employment surviving spouse benefit under the Retirement Plan ("Eligible
Spouse Benefit"), the Participant's surviving Eligible Spouse shall be entitled
to a monthly benefit equal to the Unrestricted Benefit less the Maximum
Benefit.
3.6. Grandfathered Benefit. If greater than his or her Normal or
Early Retirement Benefit described in Section 3.1 or 3.2 above, a Participant's
Normal or Early Retirement Benefit shall equal his or her Unrestricted Benefit
less his or her Maximum Benefit.
3.7. Optional Forms of Benefit Payment: A benefit payable under
this Article III shall be paid at such time or times as the Participant's
corresponding Retirement Plan benefit. In addition, if the Participant chooses
any optional forms of payment under Section 6.4 or 6.5 of the Retirement Plan
for his or her Retirement Plan benefit, that such chosen optional form of
payment shall also apply to his or her corresponding benefit under this Plan,
which shall be computed on an Actuarial Equivalent basis. For purposes of this
Plan, the Participant's beneficiary shall be the Participant's beneficiary
under the Retirement Plan.
3.8. Leave of Absence. A Participant's employment with the Bank or
Company shall not be deemed to have terminated for purposes of this Plan

9
During any authorized leave of absence.
3.9. No Beneficiary Designation. If the Participant's beneficiary
is entitled to a benefit under the Plan, and no beneficiary designation has
been received by the Plan Administrator from the Participant prior to the
Participant's death, said payments shall be made to the Participant's spouse
or, if the spouse does not survive, to the Participant's estate. If the
Participant's spouse survives the Participant but dies prior to the payment of
the final installment, the remaining installments shall be paid to the estate
of the Participant's spouse.

ARTICLEIV.

Funding

4.1. General Creditor Status: Each Participant will be regarded as
a general creditor of the Bank with respect to benefits derived from the Plan.
Any cash, trust funds, property or other assets which the Bank earmarks to pay
benefits under the Plan will remain the property of the Bank. The Participants
and their beneficiaries shall not have any special rights to any assets, other
than those of general creditors of the Bank.
4.2. Funding: The Bank and the Company shall maintain an
irrevocable trust (the "Trust") that meets the "Rabbi Trust" guidelines set
forth in the Internal Revenue Service Revenue Procedure 92-64, as amended or
supplemented from time to time. The Bank shall be treated as the owner of the
Trust under Subpart E or Subchapter J, Chapter 1 of the Code.
The Trust shall provide that, upon the occurrence of a "Change in
Control" of the Bank (as defined in the Trust), the Bank or the Company shall
make an irrevocable contribution to the Trust in an amount that would be
sufficient to pay all Plan Participants and beneficiaries the benefits to which
they would be entitled pursuant to the terms of the Plan, if all Participants
were to terminate employment with the Bank as of the date on which the Change
in Control occurs and that, thereafter, the Bank or the Company shall continue
to make regular contributions to the Trust as Plan Participants continue to
accrue benefits under the Plan.
The Trust shall also provide that, on or prior to the commencement of
non-lump-sum distributions to a Plan Participant, the Bank shall make an
irrevocable contribution to the Trust in an amount that would be sufficient to
pay the present value of all expected future Plan payments to such Participant.
4.3. Participant Cooperation: If, under the Trust or otherwise,
the Bank decides to purchase a life insurance policy or policies on any
Participant, the Bank will so notify each Participant. Each Participant shall
consent to being insured for the benefit of the Bank and shall take whatever
actions may be necessary to enable the Bank to apply timely for and acquire
such life insurance and to fulfill the requirements of the insurance carrier
relative to the issuance thereof as a condition of eligibility to participate
in the Plan.

ARTICLEV.

General

5.1. Plan Administrator: The Bank shall be the Plan Administrator
and shall have responsibility for administering the Plan. The Plan
Administrator shall, subject to the requirements of applicable law, be the sole
judge of the

standard of proof required in any case and the application and interpretation
of the Plan; and decisions of the Plan Administrator shall be final and binding
on all parties.
All questions or controversies of whatsoever character arising in any
manner or between any parties or persons in connection with the Plan or its
operation, whether as to any claim for benefits as to the construction of the
language of the Plan or any rules and regulations adopted by the Plan
Administrator, or as to any writing, decision, instrument or account in
connection with the operation of the Plan or otherwise, shall be submitted to
the Plan Administrator for decision. In the event a claim for benefits has
been denied, no lawsuit or other action against the Plan or the Plan
Administrator may be filed until the matter has been submitted for review under
the ERISA-mandated review procedure set forth in Section 5.8. The decision on
review shall be binding upon all persons dealing with the Plan or claiming any
benefit hereunder, except to the extent that such decision may be determined to
be arbitrary or capricious by a court having jurisdiction over such manner.
5.2. Interests Not Transferable: Except as to any withholding of
tax under the laws of the United States or any state, city or municipality the
interest of any Participant, his or her spouse or minor children, or any other
payee under the Plan shall not be subject to the claims of creditors and may
not be voluntarily or involuntarily sold, transferred assigned, alienated or
encumbered.
5.3. Facility of Payment: Any amounts payable hereunder to any
person who is a minor or under a legal disability, as determined under
applicable state law, or who is unable to manage properly his or her financial
affairs may be paid (i) to the legal representative of such person, (ii) to
anyone acting as the person's agent under a durable power of attorney, (iii) to
an adult relative or friend of the person or (iv) to anyone with whom the
person is residing. Any payment of a benefit made in accordance with the
provisions of this Section shall be a complete discharge of any liability for
the making of such payment under the Plan. The Plan Administrator's reliance
on the written power of attorney or other instrument of agency governing a
relationship between the person entitled to the benefit and the person to whom
the Plan Administrator directs payment of the benefit shall be fully protected
at least to the same extent as though the Plan Administrator had dealt directly
with the person entitled to the benefit as a fully competent person. In the
absence of actual knowledge to the contrary, the Plan Administrator may assume
that the instrument of agency was validly executed, that the person was
competent at the time of execution and that at the time of reliance, the agency
had not been terminated or amended.
5.4. Gender and Number: Where the context admits, words in the
masculine gender shall include the feminine gender, the plural shall include
the singular and the singular shall include the plural.
5.5. Controlling Law: To the extent not superseded by the laws of
the United States, the laws of Illinois shall be controlling in all matters
relating to the Plan.
5.6. Employment Rights: The Plan does not constitute a contract of
employment, and participation in the Plan will not give any Employee the right
to be retained in the employ of the Bank or Company or any affiliate or
subsidiary of the Bank or the Company nor any right or claim to any benefit
under the Plan, unless such right or claim has specifically accrued under the
terms of the Plan.
5.7. Successors: The Plan shall be binding on all persons entitled
to benefits hereunder and their respective heirs and legal representatives; and
on the Bank and the Company and their successors and assigns, whether by way of
purchase, merger, consolidation or otherwise.

11
5.8. Claims Procedure: Claims for any payment under the Plan shall
be filed, in writing, with the Plan Administrator. If a claim is wholly or
partially denied, notice of the decision shall be furnished to the Participant
or beneficiary (hereinafter, the "Claimant") within 60 days after receipt of
the claim by the Plan Administrator. If special circumstances require an
extension of time for processing the claim, written notice of the extension
shall be furnished to the Claimant prior to the end of the initial 60-day
period. In no event shall such extension exceed a period of 60 days from the
end of such initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
Administrator expects to render the final decision. The following information
must be provided in a written notice to the Claimant denied a claim for
benefits:
(a) Specific reason(s) for the denial;

(b) Specific reference to pertinent Plan provisions on
which the denial is based;

(c) A description of any additional material or
information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary;

(d) Appropriate information as to the steps to be taken
if the Claimant wishes to submit his or her claim for review; and

(e) That the Claimant or his or her duly authorized
representative has a reasonable opportunity to appeal the denial of a
claim, including but not limited to:

(i) Requesting a review upon written application
to the Plan Administrator;

(ii) Reviewing pertinent documents; and

(iii) Submitting issues and comments in writing.

The Plan Administrator's decision on the claim after the request to
review the initial denial must be made not later than 60 days after the receipt
of the request for review. If special circumstances require an extension of
time for processing, the Claimant shall be notified of the extension and a
decision shall be rendered as soon as possible, but not later than 120 days
after receipt of the request for review. The decision on review must be in
writing and must include specific reasons for the decision, written in a manner
calculated to be understood by the Claimant, as well as specific references to
the pertinent Plan provisions on which the decision is based. All appeals from
the denial of initial claim review will be reviewed by the Plan Administrator.

ARTICLEVI.

Amendment and Termination

While the Bank and the Company expect to continue the Plan
indefinitely, the Board of Directors of the Bank and the Company must
necessarily reserve and hereby reserves the right to amend or terminate the
Plan at any time,

12
Provided that in no event shall any Participant's supplemental benefits accrued
to the date of such amendment or termination be modified or reduced by such
action.
IN WITNESS WHEREOF, the Bank and the Company have executed this
amended and restated Plan as of the ________ day of
__________________________________, 1997.

ST. PAUL FEDERAL BANK FOR SAVINGS

By:
-----------------------------------
Joseph C. Scully, Chief Executive
Officer

ATTEST:

- -----------------------------------
Clifford M. Sladnick

ST. PAUL BANCORP, INC.

By:
-----------------------------------
Joseph C. Scully, Chief Executive
Officer

ATTEST:

- -----------------------------------
Clifford M. Sladnick

13
Exhibit 10(xviii)

ST. PAUL FEDERAL BANK FOR SAVINGS
SUPPLEMENTAL RETIREMENT TRUST

This Amended and Restated TRUST AGREEMENT (the "Trust Agreement") is
made effective as of November 1, 1997, by and between St. Paul Federal Bank For
Savings ("Bank"), as Settlor, its parent company, St. Paul Bancorp, Inc., a
Delaware corporation ("Company"), as guarantor of Bank's obligations hereunder,
and Alan J. Fredian, Jean C. Murray, O.P. and John J. Viera, as trustees
("Trustee").

WHEREAS, Bank maintains the St. Paul Federal Bank for Savings
Supplemental Retirement Plan and Excess Benefit Plan (the "Plan"), and Bank
previously established, effective January 28, 1991, this Trust Agreement;

WHEREAS, Bank is also adopting effective November 1, 1997 the St. Paul Federal
Bank for Savings Survivor Death Benefit Plan (the "Death Benefit Plan");

WHEREAS, Bank has incurred and expects to continue to incur liability
under the terms of the Plan and the Death Benefit Plan with respect to the
individual participants in the Plan and the Death Benefit Plan;

WHEREAS, Bank has established a trust (hereinafter called the "Trust")
and has contributed to the Trust assets that are held therein, subject to the
claims of Bank's creditors in the event of Bank's Insolvency, as herein
defined, until paid to Plan and Death Benefit Plan participants and their
beneficiaries in such manner and at such times as specified in the Plan and the
Death Benefit Plan;

WHEREAS, Bank and Company desire to amend and restate this Trust
Agreement, as hereinafter set forth;

WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
or the Death Benefit Plan as an unfunded plan maintained for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees, for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended; and

WHEREAS, it is the intention of Bank and Company to make contributions
to the Trust to provide Bank with a source of funds to assist in meeting its
liabilities under the Plan and the Death Benefit Plan.

NOW, THEREFORE, the parties do hereby continue the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

SECTION 1. ESTABLISHMENT OF TRUST

(a) Bank has deposited with Trustee in trust $100, which has
become the principal of the Trust to be held, administered and disposed of by
Trustee as provided in this Trust Agreement.

(b) The Trust hereby established is irrevocable by Bank.

14
(c) The Trust is intended to be a grantor trust, of which Bank is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

(d) The principal of the Trust, and any earnings thereon shall be
held separate and apart from other funds of Bank and shall be used exclusively
for the uses and purposes of Plan and Death Benefit Plan participants and
general creditors of Bank as herein set forth. Plan and Death Benefit Plan
participants and their beneficiaries shall have no preferred claim on, or any
beneficial ownership interest in, any assets of the Trust. Any rights created
under the Plan, the Death Benefit Plan and this Trust Agreement shall be mere
unsecured contractual rights of Plan and Death Benefit Plan participants and
their beneficiaries against Bank and Company. Any assets held by the Trust
will be subject to the claims of Bank's (and, as applicable, Company's) general
creditors under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.

(e) Bank and/or Company, in their sole discretion, may at any
time, or from time to time, make additional deposits of cash or other property
in trust with Trustee to augment the principal to be held, administered and
disposed of by Trustee as provided in this Trust Agreement. Neither Trustee
nor any Plan or Death Benefit Plan participant or beneficiary shall have any
right to compel such additional deposits. Notwithstanding the foregoing, upon
a Change in Control, Bank and/or Company shall, as soon as possible, but in no
event longer than 30 days following the Change in Control, as defined herein,
make an irrevocable contribution to the Trust in an amount that would be
sufficient to pay all Plan participants and beneficiaries the benefits to which
they would be entitled pursuant to the terms of the Plan, if all Plan
Participants were to terminate employment with Bank as of the date on which the
Change in Control occurs. Following a Change in Control, Bank and/or Company
shall fund the Trust on an ongoing basis by making regular irrevocable
contributions to the Trust (not less often than monthly) as Plan participants
continue to accrue benefits under the Plan. In addition, on or prior to the
commencement of non-lump-sum distributions to any Plan participant or
beneficiary, Bank and/or Company shall make an irrevocable contribution to the
Trust in an amount equal to the present value of the expected future Plan
payments to such participant or beneficiary.

SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND BENEFICIARIES

(a) Bank shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each Plan and Death
Benefit Plan participant (and his or her beneficiaries), that provides a
formula or other instructions acceptable to Trustee for determining the amounts
so payable, the form in which such amount is to be paid (as provided for or
available under the Plan or the Death Benefit Plan), and the time of
commencement for payment of such amounts. Except as otherwise provided herein,
Trustee shall make payments to Plan or Death Benefit Plan participants and
their beneficiaries in accordance with such Payment Schedule. Trustee shall
make provision for the reporting and withholding of any federal, state

or local taxes that may be required to be withheld with respect to the payment
of benefits pursuant to the terms of the Plan and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by Bank.

(b) The entitlement of a Plan or Death Benefit Plan participant or
his or her beneficiaries to benefits under the Plan or the Death Benefit Plan
shall be determined by Bank or such party as it shall designate under the Plan
or Death Benefit Plan, and any claim for such benefits shall be considered and
reviewed under the procedures set out in the Plan or the Death Benefit Plan.

(c) Bank may make payment of benefits directly to Plan or Death
Benefit Plan participants or their beneficiaries as they become due under the
terms of the Plan or the Death Benefit Plan. Bank shall notify Trustee of its
decision to make payment of benefits directly prior to the time amounts are
payable to Plan or Death Benefit Plan participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plan or the Death Benefit Plan, Bank shall make the balance of each such
payment as it falls due. Trustee shall notify Bank where principal and
earnings are not sufficient.

SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
BENEFICIARIES WHEN BANK IS INSOLVENT

(a) Trustee shall cease payment of benefits to Plan or Death
Benefit Plan participants and their beneficiaries if Bank is Insolvent. Bank
shall be considered "Insolvent" for purposes of this Trust Agreement if (i)
Bank is unable to pay its debts as they become due, (ii) Bank is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code or (iii)
Bank has been declared Insolvent by the Office of Thrift Supervision ("OTS")
and/or the Federal Deposit Insurance Corporation ("FDIC") or their successors,
and a receiver has been appointed in a proceeding conducted by the OTS or the
FDIC.

(b) At all times during the continuance of this Trust, as provided
in Section 1(d) hereof, the principal and income of the Trust shall be subject
to claims of general creditors of Bank under federal and state law as set forth
below.

(i) The Board of Directors and the Chief Executive
Officer of Bank shall have the duty to inform Trustee in writing of
Bank's Insolvency. If a person claiming to be a creditor of Bank
alleges in writing to Trustee that Bank has become Insolvent, Trustee
shall independently determine whether Bank is Insolvent and, pending
such determination, Trustee shall discontinue payment of benefits to
Plan or Death Benefit Plan participants and their beneficiaries.

(ii) Unless Trustee has actual knowledge of Bank's
Insolvency, or has received notice from Bank or a person claiming to
be a creditor alleging that Bank is Insolvent, Trustee shall have no
duty to inquire whether Bank is Insolvent. Trustee may in all events
rely on such evidence concerning Bank's solvency as may be furnished
to Trustee and

16
that provides Trustee with a reasonable basis for making a
determination concerning Bank's solvency.

(iii) If at any time Trustee has determined that Bank is
Insolvent, Trustee shall discontinue payments to Plan and Death
Benefit Plan participants or their beneficiaries and shall hold the
assets of the Trust for the benefit of Bank's general creditors.
Nothing in this Trust Agreement shall in any way diminish any rights
of Plan or Death Benefit Plan participants and their beneficiaries to
pursue their rights as general creditors of Bank with respect to
benefits due under the Plan, the Death Benefit Plan or otherwise.

(iv) Trustee shall resume the payment of benefits to Plan
and Death Benefit Plan participants or their beneficiaries in
accordance with Section 2 of this Trust Agreement only after Trustee
has determined that Bank is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to Section 3(b)
hereof and subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
and Death Benefit Plan participants or their beneficiaries under the terms of
the Plan or Death Benefit Plan for the period of such discontinuance, less the
aggregate amount of any payments made to Plan or Death Benefit Plan
participants or their beneficiaries by Bank in lieu of the payments provided
for hereunder during any such period of discontinuance, the result increased by
interest at a rate equal to the prime rate as from time to time in effect at
the First National Bank of Chicago at the beginning of the month in which
payments are discontinued, compounded annually on the amount delayed.

SECTION 4. PAYMENTS TO BANK

Bank shall have no right or power to direct Trustee to return to Bank
or Company or to divert to others any of the Trust assets before all payments
of benefits have been made to Plan and Death Benefit Plan participants and
their beneficiaries pursuant to the terms of the Plan and Death Benefit Plan.

SECTION 5. INVESTMENT AUTHORITY AND OTHER RIGHTS AND DUTIES OF TRUSTEE

Trustee shall invest the principal of the Trust and any earnings
thereon in accordance with such investment objectives, policies and
restrictions as Bank may from time to time prescribe, or, if Bank has appointed
an investment manager to manage or direct the investment of some or all of the
assets of the Trust, in accordance with the directions of such investment
manager. Trustee shall have no duty to inquire into or review the aforesaid
investment objectives, policies, or restrictions, or the investments made
pursuant to the directions of an investment manager. Trustee may invest in
securities (including stock or rights to acquire stock) or obligations issued
by Bank. All rights associated with assets of the Trust shall be exercised by
Trustee or the person designated by Trustee, and shall in no event be
exercisable by or rest with Plan or Death Benefit Plan participants.

Subject to any restrictions or limitations set forth by Bank, Trustee
shall have the following powers, rights and duties:

(a) To invest and reinvest part or all of the trust fund in any
real or personal property (including investments in any stocks, bonds,
debentures, mutual fund shares, notes, commercial paper, treasury bills,
options, commodities, futures contracts, partnership interests, venture capital
investments, any common, commingled or collective trust funds or pooled
investment funds, any interest bearing deposits held by any bank or similar
financial institution, and any other real or personal property) and to
diversify such investments so as to minimize the risk of large losses unless
under the circumstances it is clearly prudent not to do so.

(b) When directed by Bank, to apply for, pay premiums on and
maintain in force on the lives of participants individual ordinary or
individual or group term or universal life insurance policies or annuities
("policies") for the benefit of the participants on whose lives the policies
are issued and containing such provisions as Bank may approve or direct; to
acquire such a policy from an employer or from the participant on whose life
the policy is issued, but only if Trustee pays, transfers or otherwise
exchanges for the policy no more than the cash surrender value of the policy
and the policy is not subject to a mortgage or similar lien which Trustee would
be required to assume; and to have with respect to such policies all of the
rights, powers, options, privileges and benefits unusually comprised in the
term "incidents of ownership" and normally vested in an insured or owner of
such policies.

(c) To retain in cash such amounts as Trustee considers advisable
and as are permitted by applicable law and to deposit any cash so retained in
any depository (including any bank acting as trustee) which Trustee may select.

(d) To manage, sell, insure and otherwise deal with all real and
personal property held by Trustee on such terms and conditions as Trustee shall
decide.

(e) To vote stock and other voting securities personally or by
proxy (and to delegate Trustee's powers and discretion with respect to such
stock or other voting securities to such proxy), to exercise subscription,
conversion and other rights and options (and make payments from the Trust in
connection therewith), to take any action and to abstain from taking any action
with respect to any reorganization, consolidation, merger, dissolution,

18
recapitalization, refinancing and any other program or change affecting any
property constituting a part of the Trust (and in connection therewith to
delegate Trustee's discretionary power and to pay assessments, subscriptions
and other charges from the Trust), to hold or register any property from time
to time in Trustee's name or in the name of a nominee or to hold it
unregistered or in such form that title shall pass by delivery and, with the
approval of Bank to borrow from anyone, including any bank acting as Trustee,
to the extent permitted by law, such amounts from time to time as Trustee
considers desirable to carry out this Trust (and to mortgage or pledge all or
part of the Trust security).

(f) When directed by an investment manager, to acquire, retain or
dispose of such investments as the investment manager directs in accordance
with this Trust Agreement.

(g) To make payments from the Trust to provide benefits that have
become payable under the Plan, the Death Benefit Plan or that are required to
be made to the creditors of Bank.

(h) To maintain in Trustee's discretion any litigation Trustee
considers necessary in connection with the Trust.

(i) To maintain records reflecting all receipts and payment under
this Trust Agreement and such other records as Bank specifies and Trustee
agrees to, which records may be audited from time to time by Bank or anyone
named by Bank.

(j) To report to Bank at such times as Bank may request, the then
net worth of the Trust (that is, the fair market value of all assets of each of
the investment funds and of any other assets of the Trust, less liabilities
known to Trustee, other than liabilities to Plan or Death Benefit Plan
participants and amounts payable from the Trust fund to creditors who are not
entitled to benefits under the Plan, on the basis of such data and information
as Trustee considers reliable.

(k) To furnish periodic accounts to Bank for such periods as Bank
may specify, showing all investments, receipts, disbursements and other
transactions involving the Trust during the applicable period and the assets of
each investment fund and any other assets of the Trust held at the end of that
period.

(l) To furnish Bank with such information in Trustee's possession
as Bank may need for tax or other purposes.

(m) To perform all other acts which in Trustee's judgment are
appropriate for the proper management, investment and distribution of the Trust
to the extent such duties have not been assigned to others as provided herein.

SECTION 6. DISPOSITION OF INCOME

During the term of this Trust, all income received by the Trust, net of

19
expenses and taxes, shall be accumulated and reinvested.

SECTION 7. ACCOUNTING BY TRUSTEE

Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between Bank
and Trustee. Within 60 days following the close of each calendar year and
within 60 days after the removal or resignation of Trustee, Trustee shall
deliver to Bank a written account of its administration of the Trust during
such year or during the period from the close of the last preceding year to the
date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of
all securities and investments purchased and sold with the cost or net proceeds
of such purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities and other property held in the
Trust at the end of such year or as of the date of such removal or resignation,
as the case may be.

SECTION 8. RESPONSIBILITY OF TRUSTEE

(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims; provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by Bank or any investment manager which
is contemplated by, and in conformity with, the terms of the Plan, the Death
Benefit Plan or this Trust and is given in writing by Bank or such investment
manager. In the event of a dispute between Bank and a party, Trustee may apply
to a court of competent jurisdiction to resolve the dispute. Bank shall
indemnify Trustee from any liability and expenses, including attorneys' fees,
reasonably incurred by Trustee on account of actions taken by Trustee in
accordance with such direction given by Bank or an investment manager, except
that in no event shall Bank indemnify Trustee against any loss or expense
incurred by reason of Trustee's own negligence or misconduct.

(b) Trustee shall not be required to undertake or to defend on
behalf of any person any litigation arising in connection with this Trust
Agreement, unless it be first indemnified by Bank against its prospective
costs, expenses and liabilities. Nothing in this paragraph, however, shall be
construed as requiring Bank or any other person to indemnify or hold harmless
Trustee in respect of any litigation to which Trustee is or may be made a
party.

(c) Trustee may consult with legal counsel (who may also be
counsel for Bank generally) with respect to any of its duties or obligations
hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

20
(e) Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein;
provided, however, that if an insurance policy is held as an asset of the
Trust, Trustee shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from conversion of the policy
to a different form) other than to a successor Trustee, or to loan to any
person the proceeds of any borrowing against the policy.

(f) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or pursuant to applicable law, Trustee shall not have any power
that could give this Trust the objective of carrying on a business and dividing
the gains therefrom, within the meaning of section 301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Internal Revenue
Code.

SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE

Bank shall pay all reasonable administrative fees and expenses
including reasonable administrative fees and expenses of Trustee; provided that
before any Change in Control any such expenditures may be reimbursed only if
they have been approved by Bank in writing. If not so paid, such reasonable
fees and expenses shall be paid from the Trust.

SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE

(a) Trustee may resign at any time by written notice to Bank,
which shall be effective 60 days after receipt of such notice, unless Bank and
Trustee agree otherwise.

(b) Trustee may be removed by Bank on 30 days' notice or upon
shorter notice accepted by Trustee.

(d) If Trustee resigns at any time after a Change in Control has
occurred, as defined herein, Bank shall apply to a court of competent
jurisdiction for the appointment of a successor trustee or for instructions.

(e) Upon resignation or removal of Trustee and appointment of a
successor trustee, all assets shall subsequently be transferred to the
successor trustee. The transfer shall be completed within 30 days after
receipt of notice of resignation, removal or transfer, unless Bank extends the
time limit.

(f) If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under paragraph (a) or (b) of this Section. If no such
appointment has been made, Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All expenses
of Trustee in

21
connection with the proceeding shall be allowed as administrative expenses of
the Trust.

SECTION 11. APPOINTMENT OF SUCCESSOR

(a) If Trustee resigns or is removed in accordance with Section
10(a) or (b) hereof, Bank may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, as a successor to replace Trustee upon resignation or removal. The
appointment shall be effective when accepted in writing by the new Trustee, who
shall have all of the rights and powers of the former Trustee, including
ownership rights in the Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by Bank or the successor Trustee
to evidence the transfer.

(b) If Trustee resigns or is removed pursuant to the provisions of
Section 10 hereof and selects a successor Trustee, Trustee may appoint any
third party such as a bank trust department or other party that may be granted
corporate trustee powers under state law. The appointment of a successor
Trustee shall be effective when accepted in writing by the new Trustee. The
new Trustee shall have all the rights and powers of the former Trustee,
including ownership rights in Trust assets. The former Trustee shall execute
any instrument necessary or reasonably requested by the successor Trustee to
evidence the transfer.

(c) The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject
to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for
and Bank shall indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from
any other past event, or any condition existing at the time it becomes
successor Trustee.

SECTION 12. AMENDMENT OR TERMINATION

(a) This Trust Agreement may be amended by a written instrument
executed by Trustee, Bank and Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or the Death Benefit Plan
or shall make the Trust revocable.

(b) The Trust shall not terminate until the date on which Plan or
Death Benefit Plan participants and their beneficiaries are no longer entitled
to benefits pursuant to the terms of the Plan or the Death Benefit Plan. Upon
termination of the Trust, any assets remaining in the Trust shall be returned
to Bank.

(c) Upon written approval of participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the Plan or the Death
Benefit Plan, Bank may terminate this Trust prior to the time all benefit
payments under the Plan and the Death Benefit Plan have been made. All assets
in the

22
Trust at termination shall be returned to Bank or Company, as applicable.

(d) Following a Change in Control, as defined herein, this Trust
Agreement may not be amended.

SECTION 13. MISCELLANEOUS

(a) Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

(b) Benefits payable to Plan and Death Benefit Plan participants
and their beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged, encumbered or
subjected to attachment, garnishment, levy, execution or other legal or
equitable process.

(d) For purposes of this Trust Agreement, a Change in Control
shall be deemed to have occurred if: (i) any person becomes the beneficial
owner of 25% or more of the total number of voting shares of Company; (ii) any
person has received the approval of the Office of Thrift Supervision ("OTS")
under Section 10 of the Home Owners' Loan Act, as amended, or regulations
issued thereunder, to acquire control of Company; (iii) any person has received
approval of the OTS under Section 7(j) of the Federal Deposit Insurance Act, as
amended, or regulations issued thereunder, to acquire control of Company; (iv)
any person has entered into a binding agreement to acquire (by means of stock
purchase, cash tender or exchange offer, merger or other business combination)
beneficial ownership of 25% or more of the total number of voting shares of
Company, whether or not the requisite approval for such acquisition has been
received under the Home Owners' Loan Act, as amended, the Federal Deposit
Insurance Act, as amended, or the respective regulations issued thereunder,
provided that a Change in Control will not be deemed to have occurred under
this clause (iv) unless the Board of Directors of Company has made a
determination that such action constitutes or will constitute a Change in
Control; (v) any person becomes the beneficial owner of 10% or more, but less
than 25%, of the total number of voting shares of Company, provided that the
OTS has made a determination that such beneficial ownership constitutes a
change of control of Company under the Home Owners' Loan Act, as amended, or
the regulations promulgated thereunder; (vi) any person (other than persons
named as proxies solicited on behalf of the Board of Directors of Company)
holds irrevocable proxies for 25% or more of the total number of voting shares
of Company, provided that a Change in Control will not be deemed to have
occurred under this clause (vi) unless the Board of Directors of Company has
made a determination that such action constitutes or will constitute a Change
in Control; or (vii) as the result of, or in connection with, any cash tender
or exchange offer, merger, or other business combination, sale of assets or
contested proxy solicitation or election, or any combination of the foregoing
transactions, the persons who were directors of Company before such transaction
shall cease to constitute at least two-thirds of the Board of

23
Directors of Company or any successor institution. For purposes of this
Section, a "person" includes an individual, corporation, partnership, trust or
group acting in concert. A person for these purposes shall be deemed to be a
beneficial owner as that term is used in Rule 13d-3 under the Securities
Exchange Act of 1934.

A Change in Control shall also be deemed to have occurred if Company's
beneficial ownership of the total number of voting shares of Bank is reduced to
less than 50%.

24
SECTION 14. EFFECTIVE DATE

The effective date of this amended and restated Trust Agreement shall
be November 1, 1997.

IN WITNESS WHEREOF, Bank, Company and Trustee, by their duly
authorized officers have signed this Trust Agreement on the day and year first
above written.

ST. PAUL FEDERAL BANK FOR SAVINGS

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

ST. PAUL BANCORP, INC.

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

TRUSTEES:

-----------------------------------------------
Alan J. Fredian

-----------------------------------------------
Jean C. Murray, O.P.

-----------------------------------------------
John J. Viera

Dated:
---------------------------------------