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                                 February 13, 2001

Robert P. Griffiths
691 Rockefeller Road
Lake Forest, Illinois 60045

RE:      EXECUTIVE COMPENSATION AND BENEFITS

Dear Mr. Griffiths:

         The Board of Directors is seeking to clarify its employment
relationship with executive staff, and we are in the process of eliminating the
more formal written contracts and replacing them with letter agreements. Your
Executive Agreement expired on December 31, 2000, and this letter contains the
terms of the continuing employment relationship between you and Uptown National
Bank of Chicago (the "Bank") as well as Upbancorp, Inc. The benefits triggered
by a change in control of the Bank will be described in a separate letter, which
will be offered to you with this correspondence. With the exception of the
change in control benefits, this letter, when signed by you, will supersede and
replace all prior contracts and agreements, and nothing in those prior documents
shall survive, except as set forth in this letter.

         The term of this letter agreement shall be for three (3) years,
commencing on January 1, 2001 and terminating on December 31, 2003.
Notwithstanding the foregoing, either party may terminate this Agreement at any
time without cause with one hundred twenty (120) days notice. During 2003, this
notice period shall not operate to extend the employment relationship beyond
December 31, 2003. Any such termination by either party will terminate the
financial obligations of the Bank to you following the conclusion of the notice
period, except as set forth herein. This Agreement also will terminate
immediately in the event of your death or for cause, which is defined as: (i)
the commission of a criminal act involving Upbancorp, Inc. the Bank or any of
their subsidiaries, (ii) willful refusal to follow direction of the Board of
Directors, (iii) usurping a corporate opportunity from the Bank or Upbancorp,
Inc. or (iv) repeated neglect of your duties.

         While you are so engaged, you will hold the position of President and
Chief Executive Officer and report directly to the Chairman of the Board of
Directors. Your duties may be modified from time to time by the Board in its
sole discretion, subject to the exercise of your rights as described in detail
below. Your salary during this time period shall be at the base rate of
$185,000.00 for 2001, $192,500.00 for 2002 and $200,000.00 for 2003. Incentive
compensation shall be paid to you in accordance with any incentive plans
established for executive personnel and approved for your participation by the
Board of Directors. In the event of your death, or if either party terminate
without cause, and provided an incentive compensation plan is in place for
Executive Staff at the time of your death or termination without cause,
incentive compensation for the year of termination only shall be prorated, based
on the number of days served in that calendar year.

         You will be entitled to enjoy all the benefits of employment as any
other employee of the Bank. Notwithstanding the foregoing, the Bank will provide
you with medical, dental and long term disability coverage at no cost to you,
and this coverage will be the same or equivalent to the coverage provided other
executive personnel. In addition to the life insurance benefits available to
other

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employees, the Bank will continue to fund as it has in the past a split dollar
life insurance policy under Minnesota Mutual Life Insurance Company, Policy
#1989654. You will be provided with a luxury class automobile mutually
acceptable to you and the Bank. Expenses and use of the automobile shall be in
accordance with the policy of the Bank including your right to acquire said
automobile, for its fair market value, at any time after three years from the
time it was placed in service or within forty-five (45) days of termination,
whichever occurs first. The Bank also shall continue to pay dues at the
Onwentsia Country Club and the University Club. Subject only to your rights
under COBRA and as set forth herein, all of these benefits shall cease and the
automobile shall be returned upon termination of employment.

         As we indicated above, in the event your employment is terminated for
cause, all responsibilities of the Bank and Upbancorp, Inc. will cease on the
last day of employment, subject only to your rights to continue your health
insurance pursuant to COBRA. In the event your employment is terminated during
2001 or 2002 without cause by the Bank, you will receive severance payments
equal to twelve (12) months of compensation calculated at your base rate. In the
event your employment is terminated during 2003 without cause by the Bank, you
will receive severance payments at your base rate through December 31, 2003. In
addition, if your employment is terminated without cause by the Bank, it will
continue to pay for one (1) year or until December 31, 2003, whichever occurs
first, beginning on the date your employment terminates, your club dues and your
COBRA obligation for health coverage as well as allow you to continue
participation under the Bank's 401(k) plan. Unless this letter agreement is
renewed, no compensation of any type shall be due and payable to you after
December 31, 2003.

         Following any termination of this Agreement, excepting therefrom a
termination without cause by the Bank, and for a period of ninety (90) days
immediately following any such termination, you will not, directly or
indirectly, render services to any financial institution within the geographic
area having a radius of ten (10) miles from the principal offices of Uptown
National Bank or any of its subsidiaries, excepting therefrom only the Central
Loop area of Chicago. This restriction shall apply only to positions you may
hold in an executive management capacity and for institutions which offer any
services competitive of those of the Bank or Upbancorp, Inc.

         This letter contains a designated space below for your signature. When
signed by you, this letter agreement shall constitute the sole agreement between
us concerning the terms and conditions of your employment, subject only to the
letter concerning a change in control and the referenced pension, health and
welfare plans, as well as the incentive compensation plan.

Very truly yours,



Richard K. Ostrom
Chairman of the Board, President and
Chief Executive Officer, Upbancorp, Inc.
Chairman of the Board, Uptown National Bank of Chicago

---------------------------------
Robert P. Griffiths


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                                 February 9, 2001

Robert P. Griffiths
691 Rockefeller Road
Lake Forest, Illinois 60045

RE:      CHANGE IN CONTROL BENEFITS

Dear Mr. Griffiths:

         This letter is provided to you along with correspondence of even date
describing your executive compensation and benefits. These two letters, when
signed by you, will supersede and replace all prior contracts and agreements,
and nothing in those prior documents shall survive, except as set forth in this
letter concerning your compensation and benefits.

         This letter will describe the benefits you will receive in the event
there is a change in control of Upbancorp, Inc. or the Uptown National Bank of
Chicago (the "Bank"). Nothing in this letter is meant to supplement, reduce or
modify the terms of the letter concerning your compensation and benefits, and
all of those terms, including the restrictive covenant, shall be fully
enforceable by either party.

         You will be provided with additional benefits in the event of a change
in control of Upbancorp, Inc. or the Bank which results in the termination of
your employment. For purposes of this letter agreement, change in control will
be defined as: (i) a change in control which may be required to be reported to
the Securities and Exchange Commission and/or Office of Comptroller of the
Currency and/or the Board of Governors of Federal Reserve System; (ii) thirty
percent (30%) or more of the then outstanding voting securities of Upbancorp,
Inc. are acquired or controlled by one person, group or entity; (iii) the
current members of the Board of Directors cease to be a majority (unless the
newly elected directors were nominated by at least two-thirds (2/3) of the
members sitting as of the date of this letter); (iv) Upbancorp, Inc. or the
Uptown National Bank is sold, merger consolidated with another bank, holding
company or financial services institution. If any of these events occur, the
Bank will continue your salary calculated at the base rate for twenty four
months, and, provided the existing pension, health and welfare plans of the Bank
so allow, will continue those benefits for the same period in full force and
effect. The provisions of this paragraph shall be limited in the event federal
banking regulations prohibit Upbancorp, Inc. or the Uptown National Bank from
continuing such benefits.

The benefits set forth in this correspondence are not intended to supplement the
severance payments described in the letter agreement on your compensation and
benefits. In the event of the occurrence of both a change in control, as defined
herein, and your termination without cause by the Bank, you will receive only
the change in control benefit.

This letter contains a designated space below for your signature. When signed by
you, this letter agreement shall constitute the sole agreement between us
concerning change in control benefits.

Very truly yours,



Richard K. Ostrom
Chairman of the Board, President and
Chief Executive Officer, Upbancorp, Inc.
Chairman of the Board, Uptown National Bank of Chicago

---------------------------------
Robert P. Griffiths