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                                                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT


                  This Employment Agreement ("Agreement") is made and entered
into this       day of   , 1999, by and between WEST POINTE BANK AND TRUST
COMPANY ("Company") and Harry E. Cruncleton ("Employee") (together, the
"Parties");

                  WHEREAS, the Company is engaged in, among other things, the
financial, lending and banking business; and

                  WHEREAS, the Company is headquartered in, its principal place
of business is located in, and this Agreement is being signed in, Belleville,
Illinois; and

                  WHEREAS, the Employee desires to continue to be employed by
the Company as Chairman; and

                  WHEREAS, the parties acknowledge that the Employee, by virtue
of his long service with the Company and key position with the Company, has
established business relationships with the Company's clients which are unique
and substantial; and

                  WHEREAS, the Company compensates its employees to, among other
things, develop and preserve goodwill with its customers on the Company's behalf
and business information for the Company's ownership and use; and

                  WHEREAS, in light of the Employee's key position with the
Company, if the Employee were to leave the Company, the Company, in all
fairness, would need certain protections in order to prevent competitors of the
Company from gaining an unfair competitive advantage over the Company, diverting
goodwill from the Company, or misusing or misappropriating the Confidential
Information.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual agreements contained herein, the Parties agree as follows:

         1. Employment. The Company agrees to continue the Employee's employment
with the Company, and the Employee agrees to continue his employment by the
Company, on the terms and conditions set forth below.

         2. Term of Employment. The Employee's employment may be terminated, at
any time, without cause, by either party, on thirty (30) days written notice to
the other party.

         3. Compensation. The Company agrees to pay to the Employee an Annual
Base Salary mutually agreed upon by the Parties, payable in equal semi-monthly
or other convenient installments, and, in addition, the Company agrees to
reimburse the Employee and pay such other benefits and compensation, if any, as
may be mutually agreed upon between the Parties.


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                  As used in this Agreement, "Annual Base Salary" shall mean the
annual payments by the Company to the Employee of regular, base salary for
services rendered, excluding all bonuses, overtime, special payments,
contributions by the Company to any employee benefit plan, but including any
amounts the Employee has elected to defer under a cash or deferred arrangement
maintained by the Company pursuant to Section 401(k) of the Internal Revenue
Code of 1986, as amended.

         4. Duties. The Employee agrees to devote his best efforts to the
performance of his duties under this Agreement. The Employee shall not engage in
any business, calling or enterprise which is or may be contrary to the welfare,
interest or benefit of the business of the Company.

         5. Death Benefit. In consideration of the Employee's past service to
the Company, a death benefit shall be payable to the Employee's current spouse
in the event she survives the Employee.

                  (a) In the event of the death of the Employee either while
         employed by the Company or after the termination of his employment with
         the Company, the Company shall pay to the Employee's current wife each
         year for her life an amount equal to 50% of the Employee's Annual Base
         Salary for the calendar year ending prior to the Employee's termination
         of employment, payable in equal monthly installments or other
         convenient installments, commencing with the first day of the first
         month following the Employee's death.

                  (b) Upon the death of the Employee's current wife, the Company
         shall not be obligated to make any further payments under this Section
         5. Neither the Employee's nor his wife's personal representative, heirs
         or any other beneficiary shall have any claim to any Death Benefit
         payments under this Section 5.

         6.       Restrictions.

                  (a)      The Employee acknowledges that:

                           (i) the Company has spent substantial money, time and
                  effort over the years in developing and solidifying its
                  relationships with its customers throughout the world and in
                  developing its Confidential Information; and

                           (ii) the Company is agreeing to provide the Employee
                  with the benefits described under this Agreement based upon
                  the Employee's assurances and promises contained herein not to
                  divert the Company's clients' goodwill, or to put himself in a
                  position during or following his employment with the Company
                  in which the confidentiality of the Company's Confidential
                  Information might somehow be compromised.


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                  (b) Accordingly, the Employee agrees that, during the term of
         his employment with the Company and for fifteen (15) years thereafter,
         the Employee will not, directly or indirectly, on the Employee's own
         behalf or on behalf of any other person, firm, corporation or entity
         (whether as owner, partner, consultant, employee, or otherwise):

                           (i) provide any executive- or managerial-level
                  services in the financial or banking industry in competition
                  with the Company, for any Competitor;

                           (ii) hold any executive- or managerial-level position
                  with any Competitor;

                           (iii) engage in any research, development and
                  marketing activities or efforts for a Competitor, whether as
                  an employee, consultant, independent contractor or otherwise,
                  to assist the Competitor in competing in the financial and
                  banking industry in Belleville, Illinois or within a 20-mile
                  radius outside of Belleville, Illinois;

                           (iv) cause or attempt to cause any client of the
                  Company to divert, terminate, limit, modify or fail to enter
                  into an existing or potential relationship with the Company;
                  and

                           (v) solicit, entice, employ or seek to employ, in the
                  financial and banking industry, any executive- or
                  managerial-level employee of, or any consultant or advisor to,
                  the Company.

                  (c)      Definitions.

                           (i)      "Confidential Information" shall mean:

                                    (A) lists or other identification of clients
                           or prospective clients of the Company (and key
                           individuals employed or engaged by such entities);

                                    (B) all compilations of information,
                           correspondence, files, formulae, lists, methods,
                           models, notes or other writings, plans, records,
                           regulatory compliance procedures, reports,
                           specialized or technical data, source code, object
                           code, documentation, and software used in connection
                           with the development, marketing, business and
                           dealings relating to the Company's services and
                           products;

                                    (C) financial, lending and marketing data
                           relating to the Company or to the industry or other
                           areas pertaining to the Company's activities and
                           contemplated activities;


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                                    (D) equipment, materials, procedures,
                           processes, and techniques used in, or related to, the
                           development, marketing, use and quality control of
                           the Company's products and services;

                                    (E) the Company's relations with its
                           clients, prospective clients, suppliers and
                           prospective suppliers and the nature and type of
                           products or services rendered to such clients (or
                           proposed to be rendered to prospective clients);

                                    (F) the Company's relations with its
                           employees (including, without limitation, salaries,
                           job classifications and skill levels); and

                                    (G) any other information designated by the
                           Company as confidential, secret and/or proprietary
                           (including, without limitation, information provided
                           by clients or suppliers of the Company).

                           Notwithstanding the foregoing, the term "Confidential
                           Information" shall not consist of any data or other
                           information which has been made publicly available or
                           otherwise placed in the public domain other than by
                           the Employee in violation of this Agreement.

                           (ii) "Competitor" shall mean any person, firm,
                  banking institution, corporation, partnership or other entity
                  which (a) in its prior fiscal year had annual gross revenues
                  from financial and banking related services of more than
                  $10,000,000 or is reasonably expected to have such sales or
                  revenues in either the current fiscal year or the next
                  following fiscal year and (b) operates in Belleville, Illinois
                  or within a 20-mile radius outside of Belleville, Illinois.

         7. Consideration for Restrictions. In consideration for the Employee's
agreement to the restrictions under this Agreement, the Company shall pay to the
Employee each year for a period of fifteen (15) years an amount equal to 50% of
the Employee's Annual Base Salary for the calendar year ending prior to the
Employee's date of termination of employment, payable in equal monthly
installments or other convenient installments, commencing with the first day of
the first month following his termination of employment.

                  In the event of a breach or threatened breach of any of the
Employee's duties and obligations under the terms and provisions of Sections 4
or 6, the Company shall be entitled to cease any and all future payments under
this Section 7.

         8. Acknowledgment Regarding Restrictions. The Employee recognizes and
agrees that the restraints contained in Section 6 (both separately and in total)
are reasonable and should be fully enforceable in view of the high-level
positions the Employee has had with the Company, the nature of both the
Company's business and competition in the financial and banking industry, the
Company's legitimate interest in protecting its Confidential Information and its
client's goodwill and relationships. The Employee specifically hereby
acknowledges and confirms that

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he is willing and intends to, and will, abide fully by the terms of Section 6.
The Employee further agrees that the Company would not have adequate protection
if the Employee were permitted to work for its Competitors in violation of the
terms of this Agreement since the Company would be unable to verify whether:

                  (a) its Confidential Information is being disclosed and/or
         misused, and

                  (b) the Employee was involved in diverting or helping to
         divert the Company's clients and/or its clients' goodwill.

         9. Company's Right to Injunctive Relief. In the event of a breach or
threatened breach of any of the Employee's duties and obligations under the
terms and provisions of Section 6, the Company shall be entitled, in addition to
any other legal or equitable remedies it may have in connection therewith
(including any rights to damages that it may suffer), to temporary, preliminary
and permanent injunctive relief restraining such breach or threatened breach.
The Employee hereby expressly acknowledges that the harm which might result to
the Company's business as a result of noncompliance by the Employee with any of
the provisions of Section 6 would be largely irreparable. The Employee
specifically agrees that if there is a question as to the enforceability of any
of the provisions of Section 6, the Employee will not engage in any conduct
inconsistent with or contrary to such Section until after the question has been
resolved by a final judgment of a court of competent jurisdiction. The Employee
undertakes and agrees that if the Employee breaches or threatens to breach the
Agreement, the Employee shall be liable for any attorneys' fees and costs
incurred by the Company in enforcing its rights under this Agreement.

         10. Employee Agreement to Disclose this Agreement. The Employee agrees
to disclose, during the fifteen (15) year period following his termination of
employment with the Company, the terms of this Agreement to any potential future
employer.

         11. Notice. Any notice to be given by either party to this Agreement
shall be in writing and shall be deemed to have been given:

                  (a) when delivered personally or by courier,

                  (b) on the third business day following the mailing thereof by
         registered or certified mail, postage pre-paid, or

                  (c) on the first business day following the mailing thereof by
         overnight delivery service,

         addressed to the Company at its principal business office, and to the
         Employee at his address as shown on the records of the Company.


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         12. Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted.

         13. Assignment. Neither this Agreement, nor any rights or obligations
hereunder, may be assigned by the Employee, nor, without the prior written
consent of the Employee, by the Company, except that this Agreement and such
rights and obligations shall be binding upon and inure to the benefit of any
successor to the Company, whether by merger, consolidation or otherwise.

         14. Waivers. No waiver or modification of this Agreement or of any
covenant, condition or limitation contained herein shall be valid, unless in
writing, and duly executed by the party to be charged with the waiver, and no
evidence of any waiver or modification shall be offered or received in evidence
in any proceeding, arbitration or litigation between the Parties arising out of
or affecting this Agreement, or the rights or obligations of the Parties, unless
such waiver or modification is in writing, duly executed as provided in this
Section, and the Parties further agree that the provisions of this Section may
not be waived, except as is set forth in this Section. The failure of either
party to exercise or otherwise act with respect to any of its or his rights in
the event of a breach of any of the terms or conditions of this Agreement by the
other party, shall not be construed as a waiver of such breach, nor thereafter
prevent such party from enforcing strict compliance with any and all of the
terms and conditions of this Agreement.

         15. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the Parties with respect to the subject matter of this
Agreement. This Agreement has been executed and delivered in the State of
Illinois and shall be construed in accordance with and governed by the laws of
such state. This Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns, and the Employee and his heirs,
executors, administrators and legal representatives, subject to the provisions
of Section 13.

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



                                             WEST POINTE BANK AND TRUST COMPANY


                                             By   /s/ William C. Allison
                                               ---------------------------------
                                                      William C. Allison
                                                      Director


                                             By   /s/ Harry E. Cruncleton
                                               ---------------------------------
                                                      Harry E. Cruncleton
                                                      Director, Chairman of the
                                                      Board of Directors


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                                             By   /s/ David G. Embry
                                               ---------------------------------
                                                      David G. Embry
                                                      Director


                                             By   /s/ Jack B. Haydon
                                               ---------------------------------
                                                      Jack B. Haydon
                                                      Director


                                             By   /s/ Charles G. Kurrus III
                                               ---------------------------------
                                                      Charles G. Kurrus III
                                                      Director


                                             By   /s/ Terry W. Schaefer
                                               ---------------------------------
                                                      Terry W. Schaefer
                                                      Director, President


                                             By   /s/ Edward J. Szewczyk, M.D.
                                               ---------------------------------
                                                      Edward J. Szewczyk, M.D.
                                                      Director


                                             By   /s/ Wayne W. Weeke
                                               ---------------------------------
                                                      Wayne W. Weeke, Director




ATTEST:
/s/ J. E. Cruncleton
------------------------------------
Secretary

                                                  /s/ Harry E. Cruncleton
                                            ------------------------------------
                                                      Harry E. Cruncleton


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