EXHIBIT 4.3
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                      COMMUNITY BANK WHEATON/GLEN ELLYN
                       NON-QUALIFIED STOCK OPTION PLAN

                                  ARTICLE I
                                 DEFINITIONS

   SECTION 1.1. DEFINITIONS.  As used herein, the following terms shall
   have the meanings set forth below, unless the context clearly requires
   otherwise:

        (a)  "Applicable Event" shall mean (i) the expiration of a tender
             offer or exchange offer pursuant to which more than 50
             percent of the Bank's issued and outstanding stock has been
             purchased, or (ii) the approval by the shareholders of the
             Bank of an agreement to merge or consolidate the Bank with
             or into another entity where the Bank is not the surviving
             entity, or an agreement to sell or otherwise dispose of all
             or substantially all of the Bank's assets (including a plan
             of liquidation).

        (b)  "Bank" shall mean Community Bank-Wheaton/Glen Ellyn.

        (c)  "Committee" shall mean the Compensation Committee.

        (d)  "Director" shall mean a member of the Board of Directors of
             the Bank.

        (e)  "Effective Date" with respect to the Plan shall mean the
             date specified in Section 2.3 as the Effective Date.

        (f)  "Fair Market Value" with respect to a share of Stock shall
             mean the fair market value of the Stock, as determined by
             application of such reasonable valuation methods as the
             Committee shall adopt or apply.  The Committee's
             determination of Fair Market Value shall be conclusive and
             binding on the Bank and the Optionee.

        (g)  "Option" shall mean an option to purchase Stock granted
             pursuant to then provisions of the Plan.

        (h)  "Optionee" shall mean a Director, officer or employee of the
             Bank to whom an Option has been granted.

        (i)  "Plan" shall mean The Community Bank-Wheaton/Glen Ellyn Non-
             qualified Stock Option Plan, the terms of which are set
             forth herein.

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        (j)  "Plan Year" shall mean the twelve month period beginning on
             the Effective Date, and each twelve month period thereafter
             beginning on the anniversary of the Effective Date.

        (k)  "Board" shall mean the Board of Directors of Community Bank.

        (l)  "Stock" shall mean the Common Stock, $12.50 stated value, of
             the Bank, or, in the event that the outstanding shares of
             Stock are changed into or exchanged for shares of a
             different stock or securities of the Bank or some other
             entity, such other stock or securities.

        (m)  "Stock Option Agreement" shall mean the agreement between
             the Bank and the Optionee under which the Optionee may
             purchase Stock pursuant to the terms of the Plan.

                                 ARTICLE II
                                  THE PLAN

   SECTION 2.1. NAME.  This plan shall be known as "The Community Bank-
   Wheaton/Glen Ellyn Non-qualified Stock Option Plan)".

   SECTION 2.2.  PURPOSE.  The purpose of the plan is to advance the
   interests of the Bank and its shareholders by affording to Directors
   and executive and senior management officers of the Bank an
   opportunity to acquire or increase their proprietary interest in the
   Bank by the grant to such persons of Options under the terms set forth
   herein.  By encouraging such persons to become owners or increase
   their ownership of the Bank, the Bank seeks to attract, motivate,
   reward and retain those highly competent individuals upon whose
   judgment, initiative, leadership and efforts the success of the Bank
   depends.

   SECTION 2.3.  EFFECTIVE DATE AND TERM.  The Plan was approved by the
   Board of Directors of the Bank on March 20, 1996, and shall be
   effective on July 1, 1996, as approved by a majority of the
   shareholders of the Bank present in person or by proxy at the meeting
   of shareholders of the Bank held on April 24, 1996.  The Plan was
   amended by the shareholders on April 21, 1999.

                                 ARTICLE III
                               ADMINISTRATION

   SECTION 3.1. ADMINISTRATION.

        (a)  The Plan shall be administered by the Committee.  Subject to
             the express provisions of the Plan, and by authority of the
             Board of Directors, the Committee shall have responsibility
             to administer the Plan.

        (b)  Meetings of the Committee shall be held at such times and
             places as shall be determined from time to time by the

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             Committee.  A majority of the members of the Committee shall
             constitute a quorum for the transaction of business, and the
             vote of a majority of those members present at any meeting
             shall decide any question brought before the meeting.  In
             addition, the Committee may take any action otherwise proper
             under the Plan by the affirmative vote, taken without a
             meeting, of a majority of its members.

        (c)  No member of the Committee shall be liable for any act or
             omission of any other member of the Committee or for any act
             of omission on his own part, including, but not limited to,
             the exercise of any power or discretion given to him under
             the Plan, except those resulting from his own gross
             negligence or willful misconduct.  All questions of
             interpretations and application with respect to the Plan or
             Options granted thereunder shall be subject to the
             determination, which shall be final and binding, of a
             majority of the whole Committee.

   SECTION 3.2. BANK ASSISTANCE.  The Bank shall supply full and timely
   information to the Committee on all matters relating to eligible
   employees, their employment, death, retirement, disability or other
   termination of employment, and such other pertinent facts as the
   Committee may require.  The Bank shall furnish the Committee with such
   clerical and other assistance as is necessary in the performance of
   its duties.

                                 ARTICLE IV
                                  OPTIONEES

   SECTION 4.1. ELIGIBILITY.  Directors, executive and management
   officers of the Bank, as selected by the Board, shall be eligible to
   participate in the Plan.  The Board may grant Options to any eligible
   individual subject to the distribution provisions in Section 5.01.

                                  ARTICLE V
                       SHARES OF STOCK SUBJECT TO PLAN

   SECTION 5.1. GRANT OF OPTIONS AND LIMITATIONS.

        (a)  INITIAL PLAN YEAR.  For the initial Plan Year, the Committee
             may grant Options for up to 8,150 shares of Stock, according
             to the schedule noted as Schedule "A".

        (b)  As revised the committee may grant options for up to 6,500
             additional shares with 4,500 to be issued as noted on
             Schedule "A (2)".

   SECTION 5.2. OPTIONS UNDER PLAN.  Shares of Stock with respect to
   which an Option granted hereunder shall have been exercised shall not
   again be available for grant hereunder.  If Options granted hereunder
   shall expire, terminate or be cancelled for any reason without being

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   wholly exercised, new Options may not be granted hereunder covering
   the number of shares to which such Option expiration, termination or
   cancellation relates.

   SECTION 5.3. ANTIDILUTION.  The provisions of subsections (a) and (b)
   shall apply in the event that the outstanding shares of Stock are
   changed into or exchanged for a different number or kind of shares or
   other Securities of the Bank or another entity by reason of any
   merger, consolidation, reorganization, recapitalization,
   reclassification, combination, stock split or stock dividend.

        (a)  The aggregate number and kind of shares subject to Options,
             which may be granted hereunder, shall be adjusted
             appropriately.

        (b)  Where dissolution or liquidation of the Bank or any merger
             or combination in which the Bank is not a surviving company
             is involved, each outstanding Option granted hereunder
             shall, subject to Section 6.8, be vested and available for
             immediate purchase.

   The foregoing adjustments and the mariner of application of the
   foregoing provisions shall be determined solely by the Committee, and
   any such adjustment may provide for the elimination of fractional
   share interests.

                                 ARTICLE VI
                                   OPTIONS

   SECTION 6.1. OPTION GRANT AND AGREEMENT.  Each Option granted
   hereunder shall be evidenced by minutes of a meeting or the written
   consent of at least a majority of the members of the Committee and by
   a written Stock Option Agreement dated as of the date of grant and
   executed by the Bank and the Optionee.  The Stock Option Agreement
   shall set forth such terms and conditions as may be determined by the
   Committee consistent with the Plan.

   SECTION 6.2. OPTION PRICE.  The exercise price of the Stock subject to
   each Option shall not be less than the Fair Market Value of the Stock
   on the date the Option is granted.

   SECTION 6.3. OPTION GRANT AND EXERCISE PERIODS.  The period for
   exercise of each Option shall be determined by the Committee, but in
   no instance shall such period extend beyond the tenth anniversary of
   the date of grant of the Option.

   SECTION 6.4. OPTION EXERCISE.

        (a)  The Bank shall not be required to sell or issue shares under
             any Option if the issuance of such shares shall constitute
             or result in a violation by the Optionee or the Bank of any
             provisions of any law, statute or regulation of any

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             governmental authority.  Specifically, in connection with
             the Securities Act of 1993 (the "Act"), upon exercise of any
             Option, the Bank shall not be required to issue such shares
             unless the Committee has received evidence satisfactory to
             it to the effect that registration under the Act and
             applicable state securities laws is not required, unless the
             offer and sale of securities under the Plan is registered or
             qualified under the Act and applicable state laws.  Any
             determination in this connection by the Committee shall be
             final, binding and conclusive.  If shares are issued under
             any Option without registrations under the Act or applicable
             state securities laws, the Optionee may be required to
             accept the shares subject to such restrictions on
             transferability as may in the reasonable judgment of the
             Committee be required to comply with exemptions from
             registrations under such laws.  The Bank may, but shall in
             no event be obligated to, register any securities covered
             hereby pursuant to the Act or applicable state securities
             laws.  The Company shall not be obligated to take any other
             affirmative action in order to cause the exercise of an
             Option or the issuance of shares pursuant thereto to comply
             with any law or regulation of any governmental authority.

        (b)  Subject to Section 6.4(c), and such terms and conditions as
             may be determined by the Committee in its sole discretion
             upon the grant of an Option, an Option may be exercised in
             whole or in part (but with respect to whole shares only) and
             from time to time by delivering to the Bank at its principal
             office written notice of intent to exercise the Option with
             respect to a specified number of shares.

        (c)  An Option shall be exercisable according to the vesting
             schedule noted as Schedule "A (2)."

        Provided, however, that upon the earlier of (i) the Optionee's
        72nd birthday, or (ii) the occurrence of an Applicable Event, all
        Options granted to the Optionee shall be fully exercisable in
        accordance with the terms of the Plan.

        (d)  Subject to such terms and conditions as may he determined by
             the Committee in its sole discretion upon grant of an
             Option, payment for the shares to be acquired pursuant to
             exercise of the Option shall be made as follows:

             (I)  by delivering to the Bank at its principal office a
                  cashier's or certified check, payable to the order of
                  the Bank, in the amount of the Option price for the
                  number of shares of Stock with respect to which the
                  Option is then being exercised.

   SECTION 6.5. NONTRANSFERABILITY OF OPTION.  No Option may be
   transferred by an Optionee under any circumstances.  During the

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   lifetime of an Optionee the Option shall be exercisable only by the
   Optionee.

   SECTION 6.6. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.

        (a)  If an Optionee's status as a Director or as an employee of
             the Bank terminates for any reason, other than the death of
             the Optionee, before the date of expiration of Options held
             by such Optionee, such Options shall become null and void on
             the 30th day following the date of such termination.  The
             date of such termination shall be the date the Optionee
             ceases to be a Director or an employee of the Bank.

        (b)  If an Optionee dies before the expiration of Options held by
             the Optionee, such Options shall terminate on the earlier of
             (i) the date of expiration of the Options, or (ii) one year
             following the date of the Optionee's death.  The executor or
             administrator of the estate of a deceased Optionee, or the
             person or persons to whom an Option granted hereunder shall
             have been validly transferred by the executor or the
             administrator of the Optionee's estate, shall have the right
             to exercise the Optionee's Option.  To the extent that such
             Option would otherwise be exercisable under the terms of the
             Plan and the Optionee s Stock Option Agreement, such
             exercise may occur at any time prior to the termination date
             specified in the preceding sentence.

   SECTION 6.7. RIGHTS AS SHAREHOLDER.  An Optionee shall have no rights
   as a shareholder with respect to any share subject to such Option
   prior to the exercise of the Option and the purchase of such shares.

   SECTION 6.8. LIMITED RIGHTS.  Within the later of (i) the occurrence
   of an Applicable Event, or (ii) 30 days following the date on which
   the Bank obtains knowledge of and notifies an Optionee of an
   Applicable Event, an Optionee shall have the right (without regard to
   the limitation on the exercise of Options set forth in Section 6.4(c)
   of the Plan and similar limitations in the Stock Option Agreement) to
   exercise options then held, or to surrender unexercised Options in
   exchange for a cash amount.  Such cash amount shall be equal to the
   product of (1) the number of shares of Stock subject to the Option, or
   portion thereof which is surrendered, multiplied by (2) the amount by
   which the highest price paid or to be paid per share pursuant to an
   applicable Event exceeds the exercise price.

                                 ARTICLE VII
               TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

   SECTION 7.1. TERMINATION.  The Board of Directors of the Bank may at
   any time and from time to time and in any respect amend, modify or
   terminate the plan; provided, however, that absent the approval of
   holders representing a majority of the voting shares of stock of the
   Bank, no such action may:

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        (a)  increase the total number of shares of Stock subject to the
             Plan, except as contemplated in Section 5.3 hereof; or

        (b)  withdraw the administration of the Plan from the Committee;
             or

        (c)  change the terms by which an Option may be exercised, in
             whole or in part, as described in Section 6.4 of this Plan;
             or

        (d)  change the limitation on the price at which Options may be
             granted hereunder as provided by Section 6.2; or

        (e)  affect any Stock Option Agreement previously executed
             pursuant to the Plan without the consent of the Optionee.

                                ARTICLE VIII
                                MISCELLANEOUS

   SECTION 8.1. APPLICATION OF FUNDS.  The proceeds received by the
   Company from the sale of Stock pursuant to Options shall be used for
   general corporate purposes.

   SECTION 8.2. TENURE.  Nothing in the Plan or in any Option granted
   hereunder or in any Stock Option Agreement relating thereto shall
   confer upon any Director, or upon any officer or employee, the right
   to continue in such position with the Bank.

   SECTION 8.3. OTHER COMPENSATION PLANS.  The adoption of the Plan shall
   not affect any other stock option or incentive or other compensation
   plans in effect for the Bank, nor shall the Plan preclude the Bank
   from establishing any other forms of incentive or other compensation
   for Directors, officers or employees of the Bank.

   SECTION 8.4. NO OBLIGATION TO EXERCISE OPTIONS.  The granting of an
   Option shall impose no obligation upon the Optionee to exercise such
   Option.

   SECTION 8.5. PLAN BINDING ON SUCCESSORS.  The Plan shall be binding
   upon the successors and assigns of the Bank.

   SECTION 8.6. SINGULAR, PLURAL GENDER.  Whenever used herein, nouns in
   the singular shall include the plural, and the masculine pronoun shall
   include feminine.









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   SECTION 8.7. HEADINGS, ETC., NO PART OF PLAN.  Headings of Articles
   and Sections hereof are inserted for convenience of reference; they
   constitute no part of the Plan.


   Signed this 21 day of April, 1999.


   COMMUNITY BANK-WHEATON/GLEN ELLYN



   BY: /s/ Donald H. Fischer
       -----------------------------------
       Chairman of the Board of Directors






































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