<PAGE>



                            FIRST NATIONAL BANCORP, INC.

                    EMPLOYEE PROFIT SHARING AND RETIREMENT PLAN




                                AMENDED AND RESTATED

                                    JUNE 1, 2000


<PAGE>

                                 TABLE OF CONTENTS
<TABLE>
<S>                                                                                <S>
ARTICLE I  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-1. ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-2. CODE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-3. COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-4. COMPANY STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-5. COMPANY STOCK ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-6. COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-7. CONTROLLED GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1-8. EMPLOYEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1-9. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1-10. FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1-11. LIMITATION YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1-12. OTHER INVESTMENTS ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . .3
     1-13. PARTICIPANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1-14. RELATED PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1-15. TRUST FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1-16. VALUATION DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

ARTICLE II  SERVICE COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2-1. SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2-2. HOUR OF SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2-3. ONE-YEAR BREAK-IN-SERVICE. . . . . . . . . . . . . . . . . . . . . . . . .4
             (a) GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
             (b) PREGNANCY OR BIRTH OR ADOPTION OF A CHILD . . . . . . . . . . . . .5
     2-4. YEAR OF SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     2-5. SERVICE WITH AFFILIATED COMPANIES. . . . . . . . . . . . . . . . . . . . .5

ARTICLE III  PLAN PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . .6
     3-1. ELIGIBILITY FOR PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . .6

ARTICLE IV  ANNUAL COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . .7
     4-1. ANNUAL COMPANY CONTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . .7
     4-2. LIMITATION ON AMOUNT OF ANNUAL COMPANY CONTRIBUTION. . . . . . . . . . . .7
     4-3. WHEN CONTRIBUTIONS MADE. . . . . . . . . . . . . . . . . . . . . . . . . .7
     4-4. MANNER OF PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE V  INVESTMENT OF TRUST ASSETS. . . . . . . . . . . . . . . . . . . . . . . .8
     5-1. INVESTMENT POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     5-2. SALES OF COMPANY STOCK . . . . . . . . . . . . . . . . . . . . . . . . . .8

ARTICLE VI  PARTICIPANTS' ACCOUNTS AND ANNUAL ADJUSTMENTS. . . . . . . . . . . . . .9
     6-1. ACCOUNTS FOR PARTICIPANTS. . . . . . . . . . . . . . . . . . . . . . . . .9
     6-2. CHARGES TO ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     6-3. COMPANY STOCK ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . . . .9


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<S>                                                                                <C>
     6-4. OTHER INVESTMENTS ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . .9
     6-5. ALLOCATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     6-6. LIMITATION ON ALLOCATIONS TO PARTICIPANTS. . . . . . . . . . . . . . . . .9
             (a) GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
             (b) ALLOCATIONS OF EXCESS AMOUNTS . . . . . . . . . . . . . . . . . . 10
     6-7. ADJUSTING TO VALUE OF TRUST FUND . . . . . . . . . . . . . . . . . . . . 10
     6-8. PARTICIPANT STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VII  RETIREMENT DATES, TERMINATION DATE. . . . . . . . . . . . . . . . . . 12
     7-1. NORMAL RETIREMENT DATE . . . . . . . . . . . . . . . . . . . . . . . . . 12
     7-2. DISABILITY RETIREMENT DATE . . . . . . . . . . . . . . . . . . . . . . . 12
     7-3. EARLY RETIREMENT DATE. . . . . . . . . . . . . . . . . . . . . . . . . . 12
     7-4. RETIREMENT DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     7-5. TERMINATION DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VIII  VESTING OF ACCOUNT BALANCES. . . . . . . . . . . . . . . . . . . . . 13
     8-1. VESTING ON RETIREMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 13
     8-2. VESTING ON DEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     8-3. VESTING ON OTHER TERMINATION . . . . . . . . . . . . . . . . . . . . . . 13
     8-4. DETERMINATION OF ACCOUNT BALANCES. . . . . . . . . . . . . . . . . . . . 13

ARTICLE IX  DISTRIBUTION OF PLAN BENEFITS. . . . . . . . . . . . . . . . . . . . . 14
     9-1. METHOD OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . 14
     9-2. FORM OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     9-3. DISTRIBUTIONS AFTER DEATH. . . . . . . . . . . . . . . . . . . . . . . . 14
     9-4. TIME OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 14
             (a) GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
             (b) DEFERRAL OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . 15
             (c) SPECIAL RULES . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     9-5. IN-SERVICE DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 15
             (a) DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
             (b) WITHDRAWALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     9-6. DISTRIBUTIONS TO PERSONS UNDER DISABILITY. . . . . . . . . . . . . . . . 16
     9-7. BENEFITS MAY NOT BE ASSIGNED OR ALIENATED. . . . . . . . . . . . . . . . 16
     9-8. NO GUARANTEE OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 16
     9-9. BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     9-10. BENEFITS OF PERSONS WHO CANNOT BE LOCATED . . . . . . . . . . . . . . . 17
     9-11. DISTRIBUTION WITHHOLDING. . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE X  SHAREHOLDER RIGHTS AND RESTRICTIONS . . . . . . . . . . . . . . . . . . 18
     10-1. VOTING OF COMPANY STOCK . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE XI  PLAN ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . 19
     11-1. PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     11-2. THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19


                                      ii

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<S>                                                                                <C>

     11-3. CLAIMS PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
             (a) PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
             (b) PROCEDURE FOR REVIEW OF A DENIED CLAIM  . . . . . . . . . . . . . 19
     11-4. PROCEDURES WITH RESPECT TO DOMESTIC RELATIONS ORDERS. . . . . . . . . . 20
             (a) DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
             (b) PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
             (c) NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
             (d) SEGREGATION OF ACCOUNT. . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE XII  THE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     12-1. MEMBERSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     12-2. RIGHTS, POWERS, AND DUTIES OF THE COMMITTEE . . . . . . . . . . . . . . 22
     12-3. APPLICATION OF RULES. . . . . . . . . . . . . . . . . . . . . . . . . . 23
     12-4. REMUNERATION AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 23
     12-5. EXERCISE OF COMMITTEE'S DUTIES. . . . . . . . . . . . . . . . . . . . . 23
     12-6. RESIGNATION OR REMOVAL OF COMMITTEE MEMBERS . . . . . . . . . . . . . . 23
     12-7. APPOINTMENT OF SUCCESSOR COMMITTEE MEMBERS. . . . . . . . . . . . . . . 23

ARTICLE XIII  AMENDMENT AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . 24
     13-1. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     13-2. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     13-3. MERGER OR CONSOLIDATION OF PLAN, TRANSFER OF PLAN ASSETS. . . . . . . . 24
     13-4. VESTING AND DISTRIBUTION ON TERMINATION AND PARTIAL TERMINATION . . . . 24

ARTICLE XIV  TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . 25
     14-1. TOP-HEAVY DETERMINATION . . . . . . . . . . . . . . . . . . . . . . . . 25
     14-2. MINIMUM CONTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . 25
     14-3. AGGREGATION OF PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE XV  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     15-1. NO REVERSION TO COMPANY . . . . . . . . . . . . . . . . . . . . . . . . 26
     15-2. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     15-3. INDEPENDENT APPRAISER . . . . . . . . . . . . . . . . . . . . . . . . . 26
     15-4. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     15-5. SUBSIDIARY AND AFFILIATED COMPANIES . . . . . . . . . . . . . . . . . . 26
     15-6. PARTICIPATION NOT GUARANTEE OF EMPLOYMENT . . . . . . . . . . . . . . . 26
     15-7. GENDER AND NUMBER . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     15-8. GOVERNING LAWS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     15-9. TEXT TO CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>


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<PAGE>

                            FIRST NATIONAL BANCORP, INC.

                    EMPLOYEE PROFIT SHARING AND RETIREMENT PLAN

                                      RECITALS

       WHEREAS, First National Bancorp, Inc., an Illinois corporation (the
"Company"), desires to recognize and reward the contribution by its employees,
to its successful operation, and to provide incentive for such employees, to
increase their productivity, by enabling them to acquire stock ownership
interests in the Company and to share in the profits of the Company; and

       WHEREAS, the Company adopted the First National Bancorp, Inc. Employee
Profit Sharing and Retirement Plan (the "Plan"), effective as of January 1, 1998
(the "Effective Date"); and

       WHEREAS, the Company has entered into a trust agreement, known as the
"First National Bancorp, Inc. Employee Profit Sharing and Retirement Plan Trust"
(the "Trust Agreement"), with First National Bank of Joliet, as "Trustee,"
pursuant to which all contributions made by the Company under this plan are
held, managed, and controlled by the Trustee;

       NOW, THEREFORE, the Company hereby amends and restates the Plan,
effective as of June 1, 2000.


<PAGE>

                                     ARTICLE I

                                    DEFINITIONS

       Whenever used herein, the following words and phrases shall have the
meanings stated below, unless a different meaning is plainly required by the
context:

       1-1.   ACCOUNTS.  The term "Accounts" means, collectively, a
Participant's Company Stock Account and Other Investments Account.

       1-2.   CODE.  The term "Code" means the Internal Revenue Code of 1986, as
amended from time to time.  Reference to a section of the Code shall include
that section and any comparable section or sections of any future legislation
that amend, supplement, or supersede such section.

       1-3.   COMMITTEE.  The term "Committee" means the committee appointed by
the Board of Directors of the Company to administer the Plan.

       1-4.   COMPANY STOCK.  The term "Company Stock" means the shares of
common stock issued by the Company, provided that such shares constitute
"employer securities" as that term is defined in Section 409(l) of the Code.

       1-5.   COMPANY STOCK ACCOUNT.  The term "Company Stock Account" means the
account established for a Participant by the Administrator pursuant to Section
6-1 and to which the Participant's share of the Company's contribution made or
invested in Company Stock shall be allocated pursuant to Sections 6-3 and 6-5.

       1-6.   COMPENSATION.  Except as otherwise provided in Section 6-6, the
term "Compensation" means a Participant's total earnings from the Company or
member of the Controlled Group paid during a Fiscal Year for services rendered
within the meanings of Section 3401(a) of the Code, including bonuses, overtime,
and commissions and any amounts deferred pursuant to Code Sections 401(k) and
125 .  However, the term "Compensation" shall not include any earnings in excess
of such amount as is determined under Section 401(a)(17) of the Code.  In any
case where a Participant commences his participation in the Plan, or resumes his
active participation in the Plan after incurring a One-Year Break-in-Service, on
any day other than the first day of a Fiscal Year, his Compensation for that
Fiscal Year shall be that portion of his compensation as determined under this
Section 1-6 paid during the period of his participation in the Plan for that
Fiscal Year.

       1-7.   CONTROLLED GROUP.  The term "Controlled Group" means: (a) the
Company and one (1) or more other corporations which are members of a
"controlled group" of corporations within the meaning of Section 414(b) of the
Code and the regulations thereunder; (b) the Company and one (1) or more
unincorporated trades or businesses that are under "common control" within the
meaning of Section 414(c) of the Code and the regulations thereunder; (c) the
Company and one (1) or more other organizations that are members of an
"affiliated service group", as determined under Section 414(m) of the Code and
the regulations


                                      2

<PAGE>

thereunder; and (d) the Company and such other entities as must be treated as
a "controlled group" under Section 414(o) of the Code and the regulations
thereunder.

       1-8.   EMPLOYEE.  The term "Employee" means any person employed by the
Company or a member of the Controlled Group, including any officer, who receives
regular Compensation other than retirement benefits under this Plan.

       1-9.   ERISA.  The term "ERISA" means Public Law No. 93-406, the Employee
Retirement Income Security Act of 1974, as amended from time to time.

       1-10.  FISCAL YEAR.  The term "Fiscal Year" means the year that begins on
January 1 and that ends on December 31.

       1-11.  LIMITATION YEAR.  The term "Limitation Year" means the period of
twelve (12) consecutive months to be used in determining whether the Plan is in
compliance with the provisions of Section 415 of the Code and of the regulations
thereunder.  The Company shall take all actions necessary to ensure that the
Limitation Year is the same twelve (12)-month period as the Fiscal Year.

       1-12.  OTHER INVESTMENTS ACCOUNT.  The term "Other Investments Account"
means the account established for a Participant by the Administrator pursuant to
Section 6-1 and to which the Participant's share of the Company's contributions
made in cash or property other than Company Stock shall be allocated pursuant to
Sections 6-4 and 6-5.

       1-13.  PARTICIPANT.  The term "Participant" means an Employee who becomes
a participant in the Plan under the provisions of Section 3-1.

       1-14.  RELATED PLAN.  The term "Related Plan" means any other defined
contribution plan (as defined in Section 415 of the Code) maintained by the
Company or by any other employer that is:  (a) a member of a "controlled group"
of corporations (as defined in Section 414(b) of the Code, as modified by
Section 415(h) thereof) that includes the Company; (b) under "common control"
(as defined in Section 414(c) of the Code, as modified by Section 415(h)
thereof) with the Company; (c) part of an "affiliated service group" (as defined
in Section 414(m) of the Code) that includes the Company; or (d) required to be
treated as a member of a "controlled group" under Section 414(o) of the Code and
the regulations thereunder that includes the Company.

       1-15.  TRUST FUND.  The term "Trust Fund" means all property held by the
Trustee under the Trust Agreement.

       1-16.  VALUATION DATE.  The term "Valuation Date" means the date of
termination or partial termination of the Plan, the last day of each Fiscal
Year, and such other dates as may be determined by the Company.


                                      3

<PAGE>

                                     ARTICLE II

                                SERVICE COMPUTATIONS

       2-1.   SERVICE.  The term "Service" means the period of employment of an
Employee or Participant for which he receives credit pursuant to the provisions
of this Article II.

       2-2.   HOUR OF SERVICE.  The term "Hour of Service" means, with respect
to any Employee or Participant:

              (a)    Each hour for which he is directly or indirectly paid, or
                     entitled to payment, by the Company for the performance of
                     duties during the applicable computation period;

              (b)    Each hour for which he has been awarded back pay or for
                     which the Company has agreed to award him back pay,
                     irrespective of mitigation of damages; and

              (c)    Each hour for which he is directly or indirectly paid, or
                     entitled to payment, by the Company for reasons other than
                     the performance of duties during the applicable computation
                     period (such as for vacation, sickness, injury, or
                     disability).

Hours of Service shall not be credited under more than one (1) of the preceding
subsections.  Hours described in clause (a) above shall be credited to the
Employee or Participant for the computation periods in which the duties were
performed.  Employees for whom the Company does not maintain records of their
hours worked shall be credited with Hours of Service on the basis of a forty
(40)-hour workweek or, in the case of a partial workweek, on the basis of an
eight (8)-hour workday.  Hours described in clause (b) above shall be credited
to the Employee or Participant for the computation periods to which the award or
agreement pertains, rather than for the computation periods in which either
payment is actually made or amounts payable to the Employee or Participant
become due.  Hours described in clause (c) above shall be credited to the
Employee or Participant for the computation periods during which the events
giving rise to the payments occurred.  Hours of service shall be computed in
accordance with paragraphs (b) and (c) of Section 2530.200b-2 of the Department
of Labor Regulations under ERISA and any successor regulations.  The provisions
of this Section 2-2 shall be construed so as to resolve any ambiguities in favor
of crediting an Employee or Participant with Hours of Service.

       2-3.   ONE-YEAR BREAK-IN-SERVICE.

              (a)    GENERAL.  The term "One-Year Break-in-Service" means any
                     Fiscal Year during which a Participant completes five
                     hundred (500) or fewer Hours of Service with the Company.


                                      4

<PAGE>

              (b)    PREGNANCY OR BIRTH OR ADOPTION OF A CHILD.  For purposes of
                     determining whether a One-Year Break-in-Service has
                     occurred, an Employee or Participant shall be given credit
                     for the Hours of Service which normally would have been
                     credited to such Employee or Participant but for an absence
                     from work for any period for any of the following reasons:
                     (i) by reason of the pregnancy of such Employee or
                     Participant; (ii) by reason of the birth of a child of such
                     Employee or Participant; (iii) by reason of the placement
                     of a child with such Employee or Participant in connection
                     with the adoption of such child by such Employee or
                     Participant; or (iv) for purposes of caring for such child
                     for a period beginning immediately following such birth or
                     placement.  If the Administrator is unable to determine the
                     hours which normally would have been credited to an
                     Employee or Participant but for an absence of the kind
                     described above, there shall be credited to such Employee
                     or Participant eight (8) Hours of Service per day of such
                     absence; provided, however, that the total number of hours
                     treated as Hours of Service by reason of an absence of the
                     kind described above shall not exceed five hundred and one
                     (501) hours.  The hours described in the preceding sentence
                     shall be treated as Hours of Service either:  (i) only in
                     the year in which the absence from work begins, if a
                     Participant would be prevented from incurring a One-Year
                     Break-in-Service in such year solely because the period of
                     absence is treated as Hours of Service; or (ii) in any
                     other case, in the immediately following year.

       2-4.   YEAR OF SERVICE.  The term "Year of Service" means any Fiscal Year
during which an Employee or Participant has completed at least one thousand
(1,000) Hours of Service with the Company; provided, however, that for purposes
of eligibility to participate in the Plan as provided in Article III, the term
"Year of Service" shall mean the twelve (12)-consecutive month period beginning
on the date on which the Employee first completes an Hour of Service and each
anniversary thereof, in which the Employee has completed at least one thousand
(1,000) Hours of Service with the Company.  Each Employee and each Participant
shall receive credit for each Year of Service for all purposes of the Plan,
including Years of Service with the Company prior to the Effective Date, except
that Years of Service completed by an Employee or Participant prior to the
attainment of age eighteen (18) shall be disregarded.

       2-5.   SERVICE WITH AFFILIATED COMPANIES.  For purposes of determining
Hours of Service and Years of Service under this Article II and the vested
portion of a Participant's Accounts under Article VIII, credit shall be granted
for service with another entity which, together with the Company, is a member of
a Controlled Group.


                                      5

<PAGE>

                                    ARTICLE III

                                 PLAN PARTICIPATION

       3-1.   ELIGIBILITY FOR PARTICIPATION.  Each Employee shall become a
Participant in this Plan on the January 1st  or July 1st after which he first
meets the following requirements:

              (a)    He has completed one (1) Year of Service;

              (b)    He has attained age twenty one (21); and

       (c)    He is not included in a unit of Employees covered by a collective
              bargaining agreement between Employee representatives and the
              Company, if retirement benefits were the subject of good faith
              bargaining between such Employee representatives and the Company
              and if, as a result of such negotiations, either he is covered by
              another retirement plan to which the Company makes contributions
              or there has been no agreement between such parties for his
              coverage under this Plan.

Each Participant who incurs a One-Year Break-in-Service and who returns to
the employ of the Company shall again become a Participant immediately upon
his reemployment by the Company if he was at least twenty percent (20%)
vested in his Company Stock and Other Investment Accounts pursuant to Section
8-3.  If an employee or a Participant is not at least twenty percent (20%)
vested in his Company Stock and Other Investment Accounts and incurs five (5)
consecutive One-Year Breaks-in-Service, then for purposes of this Section
3-1, his Years of Service prior to such One-Year Breaks-in-Service shall be
disregarded.


                                       6
<PAGE>

                                     ARTICLE IV

                            ANNUAL COMPANY CONTRIBUTIONS

       4-1.   ANNUAL COMPANY CONTRIBUTION.  Subject to the following provisions
of this Article IV, for any Fiscal Year the Company may pay over to the Trustee,
as an annual contribution to the Plan for that year, such sum, if any, as is
determined by resolution of the Board of Directors of the Company.  Payment of
such contributions shall be conditioned on qualification of the Plan under
Section 401(a) of the Code and on deductibility of the contributions under
Section 404 of the Code.

       4-2.   LIMITATION ON AMOUNT OF ANNUAL COMPANY CONTRIBUTION.  In no event
shall the amount of the Company's contribution under the Plan for any Fiscal
Year exceed the maximum amount allowable as a deduction in computing its taxable
income for that year for federal income tax purposes.

       4-3.   WHEN CONTRIBUTIONS MADE.  The Company's contribution under the
Plan for any Fiscal Year shall be due on the last day of that Fiscal Year and
shall be paid over to the Trustee not later than the time prescribed by law for
filing the Company's federal income tax return for that Fiscal Year (including
any extensions thereof).

       4-4.   MANNER OF PAYMENT.  The Company's contributions shall be made in
cash or shares of Company Stock.  Any shares of Company Stock contributed to the
Plan shall be valued at their fair market value as of the date of the
contribution, as determined by the Trustee based upon a valuation by an
independent appraiser.

                                       7

<PAGE>

                                     ARTICLE V

                             INVESTMENT OF TRUST ASSETS

       5-1.   INVESTMENT POLICY.  Assets held in the Trust Fund may be invested
by the Trustee primarily in Company Stock.  Contributions made by the Company to
the Plan and other assets of the Trust Fund may be used to acquire shares of
Company Stock from any shareholder of the Company or from the Company.  The
Trustee also may invest assets of the Trust Fund in such other properties as the
Trustee deems appropriate for the Trust Fund, as provided in Section III of the
Trust Agreement.  All purchases of Company Stock by the Trustee shall be made
only at prices which do not exceed the fair market value of the shares
purchased, as determined by the Trustee based upon a valuation by an independent
appraiser.

       5-2.   SALES OF COMPANY STOCK.  The Trustee may sell shares of Company
Stock to any person, including the Company.  Any such sale must be made at a
price not less than the fair market value of the shares, as determined by the
Trustee. If such sale is between the Trustee and a "disqualified person," as
defined in Section 4975(e)(2) of the Code, the fair market value of the shares
shall be determined as of the date of the sale.  If such sale is between the
Trustee and a person who is not a "disqualified person," the fair market value
of the shares shall be determined as of the most recent Valuation Date.  The
Trustee may not sell shares of Company Stock in a sale that would be a
"prohibited transaction" within the meaning of the Code and ERISA.

                                       8

<PAGE>

                                     ARTICLE VI

                   PARTICIPANTS' ACCOUNTS AND ANNUAL ADJUSTMENTS

       6-1.   ACCOUNTS FOR PARTICIPANTS.  The Administrator shall establish and
maintain a Company Stock Account and an Other Investments Account for each
Participant.

       6-2.   CHARGES TO ACCOUNTS.  When a Valuation Date occurs, any
distributions made to or on behalf of any Participant or beneficiary since the
last preceding Valuation Date shall be charged to the proper Accounts maintained
for such Participant or beneficiary.

       6-3.   COMPANY STOCK ACCOUNT.  Subject to the provisions of Section 6-6,
as of the last day of each Fiscal Year, the Trustee shall credit to each
Participant's Company Stock Account:  (a) the Participant's allocable share of
Company Stock purchased by the Trustee or contributed by the Company to the
Trust Fund for that year; (b) the Participant's allocable share of any
forfeitures of Company Stock arising under the Plan during that year; and (c)
any stock dividends declared and paid during that year on Company Stock
allocated to the Participant's Company Stock Account.

       6-4.   OTHER INVESTMENTS ACCOUNT.  As of the last day of each Fiscal
Year, the Trustee shall credit to each Participant's Other Investments Account:
(a) the Participant's allocable share of any contribution for that year made by
the Company in cash or in property other than Company Stock; and (b) the
Participant's allocable share of any forfeitures from the Other Investments
Accounts of other Participants.  As of the last day of each Fiscal Year and as
more frequently as the Plan Administrator determines, the Trustee shall credit
to each Participant's Other Investments Account:  (y) any cash dividends paid
during that year on Company Stock allocated to the Participant's Company Stock
Account; and (z) the share of the net income or loss of the Trust Fund properly
allocable to that Participant's Other Investments Account, as provided in
Section 6-7.

       6-5.   ALLOCATIONS.  Subject to the provisions of this Section 6-5 and
Section 6-6, the Company's contribution for any Fiscal Year and the forfeitures
arising under the Plan during that year shall be allocated among Participants
who are credited with a Year of Service for such Fiscal Year; and who are
employed by the Company on the last day of such Fiscal Year or who died or
retired on a Retirement Date (as defined in Section 7-4) during such Fiscal
Year, in the proportion that each Participant's Compensation for the year bears
to all Participants' Compensation for that year.

       6-6.   LIMITATION ON ALLOCATIONS TO PARTICIPANTS.

              (a)    GENERAL.  Notwithstanding any other provisions of the Plan
                     to the contrary, the amounts credited to a Participant's
                     Accounts in accordance with this Article VI for any
                     Limitation Year, other than allocations of earnings and
                     losses of the Trust Fund and amounts excepted by Section
                     415 of the Code and the Treasury Regulations thereunder,
                     shall not exceed an amount equal to the lesser of:

                                       9

<PAGE>

                     (i)    thirty thousand dollars ($30,000), adjusted each
                            Limitation Year to take into account any
                            cost-of-living increase adjustment provided for that
                            year under Section 415(d) of the Code; or

                     (ii)   twenty-five percent (25%) of the Compensation paid
                            to the Participant by the Company in that Limitation
                            Year.

                     If the limitations of this Section 6-6 shall apply to the
                     Accounts of any Participant for any Limitation Year, the
                     amount credited to his accounts under this Plan shall be
                     reduced to the extent required under this Section 6-6
                     before any reduction is made in the amount credited to his
                     Accounts under any Related Plan.  For purposes of this
                     Section 6-6 the term "Compensation" shall include only
                     those items specified in Section 1.415-2(d)(1)(i) of the
                     Treasury Regulations and shall exclude all items listed in
                     Section 1.415-2(d)(2) thereof.

              (b)    ALLOCATIONS OF EXCESS AMOUNTS.  Subject to the limitations
                     of this Section 6-6, the portions of any Company
                     contributions and of any forfeitures which have been
                     allocated to a Participant under this Plan for a Limitation
                     Year but which cannot be credited to his Accounts because
                     of the limitations imposed by this Section 6-6 (the "excess
                     amounts"), shall be held in a suspense account.  The
                     amounts held in the suspense account with respect to a
                     Participant shall be allocated to his Accounts in the
                     following year before any Company contributions are
                     allocated to his Accounts for such following year.  If such
                     Participant is not covered by the Plan as of the last day
                     of such following Limitation Year, then such excess amounts
                     shall again be held in a suspense account and shall be
                     allocated in the following year as if they were forfeitures
                     occurring on the first day of the following year.  All
                     amounts held in a suspense account pursuant to this Section
                     6-6(b) shall not share in the increase or decrease in the
                     net worth of the Trust Fund.

       6-7.   ADJUSTING TO VALUE OF TRUST FUND.  As of each Valuation Date, the
Trustee shall determine: (i) the net worth of that portion of the Trust Fund
which consists of properties other than Company Stock (which portion of the
Trust Fund hereinafter is referred to as the "Investment Fund"); and (ii) the
increase or decrease in the net worth of the Investment Fund since the last
Valuation Date.  The net worth of the Investment Fund shall be the fair market
value of all properties held by the Trustee under the Trust Agreement other than
Company Stock, net of liabilities other than liabilities to Participants and
their beneficiaries.  The Trustee shall allocate to the Other Investments
Account of each Participant that percentage of the increase or decrease in the
net worth of the Investment Fund equal to the ratio which the balances credited
to such Participant's Other Investments Account bear to the total amount
credited to all Other Investments Account.

                                       10

<PAGE>

       6-8.   PARTICIPANT STATEMENTS.  Each Fiscal Year, the Trustee will
provide each Participant with a statement of his Account balances as of the most
recent Valuation Date.  Such statement shall show the value of the Company Stock
credited to a Participant's Company Stock Account, which value shall be
determined by the Trustee based upon a valuation by an independent appraiser.

                                       11

<PAGE>

                                    ARTICLE VII

                         RETIREMENT DATES, TERMINATION DATE

       7-1.   NORMAL RETIREMENT DATE.  The term "Normal Retirement Date" means
the date on which a Participant's employment with the Company is terminated for
any reason on or after the date on which he attains age fifty-nine and one-half
(59 1/2) and completes five (5) Years of Service.

       7-2.   DISABILITY RETIREMENT DATE.  The term "Disability Retirement Date"
means the date that the Participant's employment with the Company is terminated
because of disability.  For purposes of this Section 7-2, a Participant shall be
deemed to be disabled if, because of a physical or mental disability, is not
expected to live or the Participant is, or is expected to be, unable to perform
the duties of his customary position of employment (or is unable to engage in
any substantial gainful activity) for an indefinite period of at least twelve
(12) months.  A Participant also is disabled if he incurs the permanent loss or
loss of use of a member or function of the body, or is permanently disfigured,
and his employment with the Company is terminated because of such loss, loss of
use or disfigurement.  The Administrator may require a Participant to submit to
a physical examination in order to confirm disability.

       7-3.   EARLY RETIREMENT DATE.  The term "Early Retirement Date" means the
date on which a Participant's employment with the Company is terminated for any
reason on or after the date on which he attains age fifty-five (55) and
completes twenty-five (25) Years of Service.

       7-4.   RETIREMENT DATE.  The term "Retirement Date" means a Participant's
Normal Retirement Date, Early Retirement Date or Disability Retirement Date as
the case may be.

       7-5.   TERMINATION DATE.  The term "Termination Date" means the date on
which a Participant's employment with the Company is terminated for any reason
prior to a Retirement Date.

                                       12

<PAGE>

                                    ARTICLE VIII

                            VESTING OF ACCOUNT BALANCES

       8-1.   VESTING ON RETIREMENT.  If a Participant retires or is retired on
a Retirement Date, the balances credited to his Accounts will be fully vested
and will be distributed to the Participant or for his benefit, as provided in
Article IX.

       8-2.   VESTING ON DEATH.  If a Participant dies while in the employ of
the Company, the balances credited to his Accounts will be fully vested and will
be distributed to his beneficiary or for his beneficiary's benefit, as provided
in Article IX.

       8-3.   VESTING ON OTHER TERMINATION.  A Participant shall have a vested
and nonforfeitable right to a percentage of the balances credited to his Company
Stock and Other Investments Accounts according to the following schedule:

           YEARS OF SERVICE        VESTED PERCENTAGE

            fewer than 2                  0%
            2                             20%
            3                             40%
            4                             60%
            5                             80%
            6                             100%

If a Participant's employment with the Company is terminated on a Termination
Date and before he is completely vested, the forfeitable balances credited to
his Company Stock and Other Investments Accounts will be forfeited and will be
allocated and credited in accordance with Section 6-5.

       8-4.   DETERMINATION OF ACCOUNT BALANCES.  All determinations of the
balances credited to the Accounts of Participants required pursuant to this
Article VIII shall be made as of the Valuation Date coincident with or
immediately preceding the event giving rise to the determination.  All Other
Investments Accounts shall continue to share in the changes in the value of the
Investment Fund, pursuant to Section 6-8, until such Accounts are distributed.

                                       13

<PAGE>

                                     ARTICLE IX

                           DISTRIBUTION OF PLAN BENEFITS

       9-1.   METHOD OF DISTRIBUTION.  Subject to the provisions of this Article
IX, distribution of the balances credited to a Participant's Accounts will be
made by the Trustee by payment in a lump sum.

       9-2.   FORM OF DISTRIBUTION.  Distribution of the balance credited to a
Participant's Company Stock Account shall be made in whole shares of Company
Stock, except that the value of any fractional shares shall be paid in cash, and
the balance credited to his Other Investments Account shall be made in cash.

       9-3.   DISTRIBUTIONS AFTER DEATH.  If a Participant dies before the
entire balance credited to his Accounts has been distributed, such balance shall
be payable in full upon the death of the Participant to the Participant's
surviving spouse.  However, such balance may be paid to a beneficiary designated
by the Participant in accordance with Section 9-9 if one of the following
conditions is satisfied:  either (a) the surviving spouse of such Participant
has consented in writing to the payment of the balance credited to the
Participant's Accounts to such beneficiary and the spouse's consent acknowledges
the effect of such consent and has been witnessed by the Administrator or by a
notary public; or (b) it is established to the satisfaction of the Administrator
that such consent could not be obtained because the Participant was not married,
because the Participant's spouse cannot be located, or because of such other
circumstances as the Secretary of the Treasury may prescribe by regulation.  Any
consent by a spouse under this Section 9-3, or any establishment that the
consent of a spouse cannot be obtained, shall be effective only with respect to
that spouse.  Any consent by a spouse under this Section 9-3 must acknowledge
the beneficiary designated by the Participant, including any class of
beneficiaries or any contingent beneficiaries; and the Participant may not
subsequently change beneficiaries without the consent of his or her spouse.  Any
consent by a spouse pursuant to this Section 9-3 shall be irrevocable.  If there
is no surviving spouse upon the death of a Participant, the balance in such
Participant's Accounts shall be paid to the beneficiary designated by such
Participant in accordance with Section 9-9.

       9-4.   TIME OF DISTRIBUTION.

              (a)    GENERAL.  If a Participant dies, becomes disabled, or
                     retires, distribution of the balance credited to his
                     Accounts shall be made within one (1) year after the close
                     of the Fiscal Year in which he terminates his employment
                     with the Company.  If a Participant's service with the
                     Company is terminated for any reason other than death,
                     disability, or retirement, distribution of the balances
                     credited to his Accounts  shall be made not later than one
                     (1) year after the close of the Fiscal Year which is the
                     fifth (5th) Fiscal Year following the Fiscal Year in which
                     the Participant's employment with the Company is terminated
                     (unless the Participant is


                                       14

<PAGE>

                     reemployed by the Company before distributions are required
                     to be made or commence).

              (b)    DEFERRAL OF DISTRIBUTION.  A Participant whose Account
                     balances exceed five thousand dollars ($5,000) may elect to
                     defer distribution of his benefits hereunder until a date
                     not later than April 1st of the year immediately following
                     the year in which he attains age seventy and one-half
                     (70 1/2).  Distributions made or commenced due to the
                     Participant's attainment of age seventy and one-half
                     (70 1/2) shall be made in accordance with Section 401(a)(9)
                     of the Code and the regulations thereunder.

              (c)    SPECIAL RULES.  Notwithstanding anything to the contrary
                     set forth in paragraphs (a) or (b) of this Section 9-4,
                     unless a Participant elects a later date, distribution of
                     his benefits shall be made not later than the sixtieth
                     (60th) day after the close of the Fiscal Year in which the
                     later of the following events occurs:  (1) the attainment
                     of age sixty-five (65) or normal retirement age, if
                     earlier, by the Participant; or (2) the termination of the
                     Participant's service with the Company.  However, if the
                     Participant is a "five percent owner," as such term is
                     defined in Section 416 of the Code, in no event shall the
                     balance credited to such a Participant's Accounts begin to
                     be distributed later than April 1st of the calendar year
                     immediately following the calendar year in which he attains
                     the age seventy and one-half (70 1/2).

       9-5.   IN-SERVICE DISTRIBUTIONS.

              (a)    DIVIDENDS.  If so determined by the Board of Directors of
                     the Company, any cash dividend received by the Trustee on
                     Company Stock allocated to the Company Stock Accounts of
                     Participants may be paid currently (or within ninety (90)
                     days after the end of the Limitation Year in which the
                     dividends are paid to the Trustee) in cash by the Trustee
                     to the Participants (or to their beneficiaries), in
                     proportion to the amounts of Company Stock allocated to
                     their Company Stock Accounts as of the record date of the
                     dividend.  Alternatively, the Company may pay such
                     dividends directly to Participants or beneficiaries.  Any
                     distribution of cash dividends may be limited to dividends
                     on shares of Company Stock which are then vested or may be
                     applicable to cash dividends on all shares allocated to
                     Participants' Company Stock Accounts.

              (b)    WITHDRAWALS.  A Participant who has attained age fifty-five
                     (55) and who has completed at least ten (10) years of
                     participation in the Plan after the Effective Date shall be
                     notified of his right to withdraw a portion of the balance
                     credited to his Company Stock Account.  An election to
                     withdraw must be made on the prescribed form and be filed
                     with the

                                       15

<PAGE>

                     Administrator within the ninety (90)-day period
                     immediately following the close of any Limitation Year
                     within the "Election Period".  The "Election Period" is the
                     period of six (6) consecutive Fiscal Years beginning with
                     the Limitation Year in which the Participant first becomes
                     eligible to make a withdrawal.  For each of the first five
                     (5) Limitation Years in the Election Period, the
                     Participant may elect to withdraw an amount which does not
                     exceed twenty-five percent (25%) of the balance credited to
                     his Company Stock Account, less all amounts previously
                     withdrawn under this Section 10-5.  In the case of the last
                     Limitation Year in the Election Period, the Participant may
                     elect to withdraw an amount which does not exceed fifty
                     percent (50%) of the balance credited to his Company Stock
                     Account, less all amounts previously withdrawn.  Any amount
                     which a Participant elects to withdraw under this Section
                     9-5 shall be distributed within ninety (90) days after the
                     ninety (90)-day period in which the election may be made.
                     A withdrawal shall be treated as a distribution which is
                     subject to the provisions of this Article X.

       9-6.   DISTRIBUTIONS TO PERSONS UNDER DISABILITY.  Notwithstanding any
provisions of this Article IX to the contrary, if a Participant, surviving
spouse, or beneficiary is declared incompetent and a conservator or other person
legally charged with the care of his or her person or of his or her estate is
appointed, any benefits to which such Participant, surviving spouse, or
beneficiary is entitled shall be paid to such conservator or other person.
Except as provided above in this Section 9-6, when the Administrator, in its
sole discretion, determines that a Participant, surviving spouse, or beneficiary
is unable to manage his or her financial affairs, the Administrator may direct
the Trustee to make distributions to any person for the benefit of the
Participant, surviving spouse, or beneficiary.

       9-7.   BENEFITS MAY NOT BE ASSIGNED OR ALIENATED.  The benefits payable
to any person under this Plan may not be voluntarily or involuntarily assigned
or alienated.  However, the provisions of this Section 9-7 shall not apply to
the creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a "qualified domestic relations order," as
that term is defined in Section 414(p) of the Code.

       9-8.   NO GUARANTEE OF BENEFITS.  The benefits provided under the Plan
for any Participant shall be paid solely from that Participant's Accounts.

       9-9.   BENEFICIARIES.  Subject to the provisions of Section 9-3, each
Participant may designate any legal or natural person to receive any benefits
payable under the Plan on account of his death.  Each designation by a
Participant shall be in writing and shall be filed with the Administrator in
such form as it may require.  Subject to the provisions of Section 9-3, a
beneficiary may change or revoke a direction as to the manner in which his
benefits are to be paid, or may make such a direction if none has been made, at
any time prior to the payment of his benefits by the Trustee.  Subject to the
provisions of Section 9-3, by a writing filed with the Administrator, a
Participant may change his beneficiary designation at any time and from time

                                       16
<PAGE>

to time without the consent of or notice to any person or persons previously
designated by him.  If no person or persons have been designated by a
Participant, or if all persons so designated predecease the Participant or die
prior to complete distribution of his benefits, then the Administrator, in its
sole discretion, shall direct the Trustee to distribute the Participant's
benefits to:

              (a)    one (1) or more of the Participant's relatives by blood,
                     adoption, or marriage, as the Trustee decides; or

              (b)    the Participant's executor or administrator.

In no event may the beneficiary of a deceased Participant designate a
beneficiary.

       9-10.  BENEFITS OF PERSONS WHO CANNOT BE LOCATED.  If the Administrator
notifies a Participant or a beneficiary designated in accordance with Sections
9-3 and 9-9 in writing at his last known address that he is entitled to benefits
under the Plan and the Participant or beneficiary fails to claim his benefits
within seven (7) calendar years after notification, his benefits will be
distributed to one (1) or more of the Participant's or beneficiary's relatives
by blood, adoption, or marriage, as the Administrator shall in its sole
discretion decide.

       9-11.  DISTRIBUTION WITHHOLDING.  Unless a Participant or beneficiary
elects under Section 401(a)(31)(A) of the Code to have his benefits paid
directly to an "eligible retirement plan," the Trustee shall withhold federal
tax in an amount equal to twenty percent (20%) of such benefits; provided
however, that the maximum amount that the Trustee may withhold shall be the
value of any non-Company Stock amounts held under the Plan.  An "eligible
retirement plan" is a plan described in Section 401(a)(31)(D) of the Code.
Within a reasonable period of time before distributing a Participant's benefits,
the Trustee shall provide the Participant or beneficiary with a written
explanation of the following matters:  (a) the provisions of this Plan under
which the Participant or beneficiary may have his benefits transferred directly
to another eligible retirement plan; (b) the Code provision which requires the
withholding of tax on the distribution if it is not directly transferred to
another eligible retirement plan; (c) the provisions of the Code under which the
distribution will not be subject to tax if transferred to an eligible retirement
plan within sixty (60) days after the date on which the recipient receives the
distribution; and (d) such other matters as to which an explanation is required
by law.


                                       17
<PAGE>

                                     ARTICLE X

                        SHAREHOLDER RIGHTS AND RESTRICTIONS

       10-1.  VOTING OF COMPANY STOCK.  If the Company has a registration-type
class of securities, then each Participant will be entitled to direct the
Trustee as to how to vote the shares of Company Stock allocated to his Company
Stock Account with respect to all matters.  If the Company does not have a
registration-type class of securities, each Participant will be entitled to
direct the Trustee as to how to vote the shares of Company Stock allocated to
his Company Stock Account with respect to any proposed merger or consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all the assets of a trade or business, or such similar
transactions as are specified in Treasury Regulations under Section 409(c)(3) of
the Code.  The Trustee shall vote all shares of Company Stock which are not
allocated to any Participant's Company Stock Account, including shares placed in
the suspense account referred to in Section 6-6(b), and the shares of allocated
Company Stock with respect to which no direction is received from the
Participants to whose Accounts the shares are allocated in the manner it deems
appropriate.


                                       18
<PAGE>

                                     ARTICLE XI

                                PLAN ADMINISTRATION

       11-1.  PLAN ADMINISTRATION.  The authority to control and manage the
operation and administration of the Plan is vested in a Committee, as described
in Article XI.  The Committee shall designate a responsible person as the
Administrator of the Plan, having the rights, duties and obligations of an
"administrator" under the provisions of ERISA.  If the Committee fails to
designate an Administrator, the Company shall be the Administrator of the Plan.
The Company shall be the "Named Fiduciary" (as described in Section 402 of
ERISA) under the Plan.

       11-2.  THE TRUST.  All contributions made under the Plan will be held,
managed, and controlled by a trustee acting under a trust which forms a part of
the Plan.  The terms of the trust are set forth in a Trust Agreement known as
the First National Bancorp, Inc. Employee Profit Sharing and Retirement Plan
Trust Agreement.  All rights which may accrue to any person under the Plan shall
be subject to all of the terms and provisions of the Trust Agreement as in
effect from time to time.

       11-3.  CLAIMS PROCEDURE.

              (a)    PROCEDURE.  Claims for benefits under the Plan shall be
                     made in writing to the Committee.  The Committee shall have
                     full discretion to render a decision with respect to any
                     claim.  If a claim for benefits is wholly or partially
                     denied by the Committee, the Committee shall notify the
                     claimant in writing of the denial of the claim within a
                     reasonable period of time, not to exceed ninety (90) days
                     after receipt of the claim.  A notice of denial shall be
                     written in a manner calculated to be understood by the
                     claimant, and it shall set forth:  (i) the specific reason
                     or reasons for denial of the claim; (ii) a specific
                     reference to the pertinent Plan provisions upon which the
                     denial is based; (iii) a description of any additional
                     material or information necessary for the claimant to
                     perfect the claim, together with an explanation of why such
                     material or information is necessary; and (iv) appropriate
                     information regarding the steps to be taken if the claimant
                     wishes to submit his claim for review.  If the Committee
                     shall fail to notify the claimant either that his claim has
                     been granted or that it has been denied within ninety (90)
                     days after the claim is received by the Committee, the
                     claim shall be deemed to have been denied.

              (b)    PROCEDURE FOR REVIEW OF A DENIED CLAIM.  Within sixty (60)
                     days of the receipt by the claimant of a written notice of
                     denial of his claim, or within sixty (60) days after the
                     claim is deemed denied as set forth in subsection (a)
                     above, if applicable, the claimant may file a written
                     request with the Committee that it conduct a full and fair
                     review of the


                                       19
<PAGE>

                     denial of his claim for benefits.  In connection with
                     the claimant's appeal of the denial of his benefits, the
                     claimant may review pertinent documents and may submit
                     issues and comments in writing.  The Committee shall
                     have full discretion to fully and fairly review the
                     claim, and the Committee shall render a decision on the
                     claim appeal promptly.  Such decision shall be rendered
                     not later than sixty (60) days after the receipt of the
                     claimant's request for review, unless special
                     circumstances (such as the need to hold a hearing)
                     require an extension of time for processing, in which
                     case the sixty (60)-day period may be extended to one
                     hundred and twenty (120) days.  The Committee shall
                     notify the claimant in writing of any such extension.
                     The decision upon review shall: (i) include specific
                     reasons for the decision; (ii) be written in a manner
                     calculated to be understood by the claimant; and (iii)
                     contain specific references to the pertinent Plan
                     provisions upon which the decision is based.

       11-4.  PROCEDURES WITH RESPECT TO DOMESTIC RELATIONS ORDERS.

              (a)    DEFINITIONS.  For purposes of this Section 11-4, the
                     following terms shall have the following meanings:  (i) the
                     term "domestic relations order" shall mean any judgment,
                     decree, or order (including approval of a property
                     settlement agreement) which relates to the provision of
                     child support, alimony payments, or marital property rights
                     to a spouse, former spouse, child, or other dependent of a
                     Participant and which is made pursuant to a state domestic
                     relations law, including a community property law; (ii) the
                     term "qualified domestic relations order" shall have the
                     meaning set forth in Section 414(p) of the Code; and (iii)
                     the term "alternate payee" shall mean any spouse, former
                     spouse, child, or other dependent of a Participant who is
                     recognized by a domestic relations order as having a right
                     to receive all or a portion of the benefits payable under
                     the Plan with respect to such Participant.

              (b)    PROCEDURES.  The Committee shall establish reasonable
                     procedures with respect to the following matters:  (i) the
                     manner for determining whether a domestic relations order
                     constitutes a qualified domestic relations order; and (ii)
                     the administration of distributions under such qualified
                     orders.

              (c)    NOTICE.  Promptly following the receipt of any domestic
                     relations order, the Committee shall notify the Participant
                     affected by such order, and any other alternate payee, of
                     the receipt of such order and of the procedures established
                     under the Plan for determining the qualified status of
                     domestic relations orders.  Within a reasonable period of
                     time after receipt of any domestic relations order, the
                     Committee shall determine whether such order is a qualified
                     domestic relations order and shall


                                       20
<PAGE>

                     notify the Participant affected by such order and each
                     alternate payee of such determination.

              (d)    SEGREGATION OF ACCOUNT.  During any period in which the
                     issue whether a domestic relations order is a qualified
                     domestic relations order is being determined by the
                     Committee, by a court of competent jurisdiction, or
                     otherwise, the Committee shall instruct the Trustee to
                     segregate in a separate account under the Trust Fund or to
                     deposit in an escrow account the amounts which would have
                     been payable to the alternate payee during such period if
                     the order had been determined to be a qualified domestic
                     relations order.  If the order or any modification thereof
                     is determined to be a qualified domestic relations order
                     within eighteen months, the Committee shall pay the
                     segregated amounts, plus any interest thereon, to the
                     persons entitled thereto.  If within eighteen (18) months
                     either it is determined that the order is not a qualified
                     domestic relations order or the issue whether such order is
                     a qualified domestic relations order is not resolved, then
                     the Committee shall pay the segregated amounts, plus any
                     interest thereon, to the persons who would have been
                     entitled to such amounts if there had been no order.  Any
                     determination that an order is a qualified domestic
                     relations order which is made after the close of the
                     eighteen (18)-month period described above shall be applied
                     prospectively only.


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<PAGE>

                                    ARTICLE XII

                                   THE COMMITTEE

       12-1.  MEMBERSHIP.  The Committee referred to in Section 11-1 shall
consist of three (3) or more members, who shall be appointed by the Board of
Directors of the Company.  In controlling and managing the operation and
administration of the Plan, the Committee shall act by the concurrence of a
majority of its members at a meeting or by writing without a meeting.  By
unanimous written consent, the Committee may authorize any one (1) of its
members to execute any document, instrument or direction on its behalf.  A
written statement by a majority of the Committee members or by an authorized
Committee member shall be conclusive in favor of any person (including the
Trustee) acting in reliance thereon.

       12-2.  RIGHTS, POWERS, AND DUTIES OF THE COMMITTEE.  The Committee shall
have such discretionary authority as may be necessary to efficiently administer
the Plan.  The rights, powers, and duties of the Committee shall include the
following:

              (a)    to interpret and construe the provisions of the Plan;

              (b)    to determine all questions relating to the eligibility,
                     benefits, and other rights of Employees, Participants, and
                     beneficiaries under the Plan;

              (c)    to adopt such rules of procedure and regulations as are
                     consistent with the provisions of the Plan and as the
                     Committee deems necessary and proper;

              (d)    to maintain and keep adequate records concerning the Plan,
                     and concerning the proceedings and acts of the Committee,
                     in such form and detail as the Committee may decide;

              (e)    to appoint investment managers to manage any assets of the
                     Trust Fund, and to authorize such managers to acquire and
                     dispose of assets of the Trust Fund;

              (f)    to employ one or more persons to render advice with respect
                     to any responsibility which the Committee has under the
                     Plan;

              (g)    to delegate such authority and duties, including the
                     authority to execute any documents, as the Committee may
                     deem appropriate to the Trustee or to other agents,
                     provided that the Committee shall exercise reasonable care
                     in the selection of any agents; and

              (h)    to act as the agent for the service of legal process.


                                       22
<PAGE>

       12-3.  APPLICATION OF RULES.  In operating and administering the Plan,
the Committee shall apply all rules of procedure and regulations adopted by it
in a uniform and non-discriminatory manner.

       12-4.  REMUNERATION AND EXPENSES.  No remuneration shall be paid to any
Committee member as such.  However, the reasonable expenses of a Committee
member incurred in the performance of a Committee function shall be reimbursed
by the Company.

       12-5.  EXERCISE OF COMMITTEE'S DUTIES.  Notwithstanding any other
provisions of the Plan, the Committee shall discharge its duties hereunder
solely in the interests of the Plan Participants and their beneficiaries, and:

              (a)    for the exclusive purpose of providing benefits to Plan
                     Participants and their beneficiaries; and

              (b)    with the care, skill, prudence, and diligence under the
                     circumstances then prevailing that a prudent person acting
                     in a like capacity and familiar with such matters would use
                     in the conduct of an enterprise of a like character and
                     with like aims.

       12-6.  RESIGNATION OR REMOVAL OF COMMITTEE MEMBERS.  A Committee member
may resign at any time by giving ten (10) days' advance written notice to the
Company, the Trustee and the other members of the Committee.  The Company may
remove a Committee member by giving advance written notice to him, the Trustee
and the other members of the Committee.  A Committee member who is a Participant
shall be automatically removed on his Retirement or Termination Date.

       12-7.  APPOINTMENT OF SUCCESSOR COMMITTEE MEMBERS.  The Board of
Directors of the Company may fill any vacancy in the membership of the Committee
and shall give prompt written notice thereof to the other Committee members and
to the Trustee.  While there is a vacancy in the membership of the Committee,
the remaining Committee members shall have the same powers as the full Committee
until the vacancy is filled.


                                       23
<PAGE>

                                    ARTICLE XIII

                             AMENDMENT AND TERMINATION

       13-1   AMENDMENT.  Subject to the provisions of Section 15-1, the Company
reserves the right to amend the Plan at any time by action of its Board of
Directors or of a person designated by resolution of its Board of Directors.
However, no amendment shall divest a Participant of any amount that he would
have received had he resigned from the Company's employ immediately prior to the
effective date of the amendment.

       13-2.  TERMINATION.  The Company reserves the right to terminate the Plan
at any time by action of its Board of Directors.  The Plan will terminate on the
earliest of the following dates:

              (a)    the date the Company is judicially declared bankrupt or
                     insolvent;

              (b)    the date the Company completely discontinues its
                     contributions under the Plan; or

              (c)    the date the Company is dissolved, merged, consolidated, or
                     reorganized, or sells all or substantially all of its
                     assets, except that, subject to the provisions of Section
                     13-3, provision may be made by the successor or purchaser
                     for continuing the Plan (and in that event, the successor
                     or purchaser shall be substituted for the Company under the
                     Plan).

       13-3.  MERGER OR CONSOLIDATION OF PLAN, TRANSFER OF PLAN ASSETS.  In the
case of any merger or consolidation with, or transfer of assets and liabilities
to, any other pension or profit sharing plan, provision shall be made so that
each Participant in the Plan on the date of the merger, consolidation, or
transfer would receive a benefit immediately after the merger, consolidation, or
transfer if the Plan then terminated which is equal to or greater than the
benefit he would have been entitled to receive immediately prior to the merger,
consolidation, or transfer if the Plan had terminated then.

       13-4.  VESTING AND DISTRIBUTION ON TERMINATION AND PARTIAL TERMINATION.
Notwithstanding any other provision of the Plan to the contrary, on termination
of the Plan in accordance with Section 13-2 or on partial termination of the
Plan by operation of law, the date of termination or partial termination will be
a Valuation Date and, after all adjustments required on a Valuation Date have
been made, each affected Participant's benefits will be nonforfeitable.  On
termination of the Plan the Company may instruct the Trustee to (a) liquidate
the Trust Fund and distribute all benefits as soon as administratively possible;
or (b) retain the Trust Fund and distribute all benefits in accordance with the
provisions of Article VI.  The provisions of Article VI will continue to apply
until the benefits of all affected Participants have been distributed to them.


                                       24
<PAGE>

                                    ARTICLE XIV

                                TOP-HEAVY PROVISIONS

       14-1.  TOP-HEAVY DETERMINATION.  The Plan will be top-heavy if, as of the
first day of the first Fiscal Year or, as of the day next preceding the first
day of any later Fiscal Year (the "Determination Date"), the aggregate present
value of the Account balances of all "Key Employees," as defined in Section
416(i) of the Code, and their beneficiaries exceeds sixty percent (60%) of the
aggregate present value of the Account balances of all Participants and
beneficiaries.  The aggregate present value of the Account balances of a
Participant who has not performed any services for the Company or a member of
the Controlled Group during the five (5)-year period ending on the Determination
Date shall not be taken into account.

       14-2.  MINIMUM CONTRIBUTION.  For each Fiscal Year that the Plan is
top-heavy, the aggregate amount of Company contributions allocated to the
accounts of each Participant who is not a Key Employee and who is employed by
the Company or a member of the Controlled Group as of the last day of the
Fiscal Year shall not be less than the lesser of:

              (a)    three percent (3%) of his Compensation for the Fiscal Year;
                     or

              (b)    that percent of his Compensation equal to the percentage of
                     Company contributions allocated to the Accounts of the Key
                     Employee with the highest allocation percentage.

       14-3.  AGGREGATION OF PLANS.  As required by Section 416(g)(2) of the
Code, other plans maintained by the Company or a member of the Controlled Group
shall be aggregated with this Plan for purposes of determining whether the Plan
is top-heavy.


                                       25
<PAGE>

                                     ARTICLE XV

                                   MISCELLANEOUS

       15-1.  NO REVERSION TO COMPANY.  No part of the corpus or income of the
Trust Fund shall revert to the Company or be used for or diverted to purposes
other than for the exclusive benefit of Participants and their beneficiaries,
except as specifically provided in Article V of the Trust Agreement.

       15-2.  NOTICES.  Any notice required to be filed with any person under
the Plan will be properly filed if delivered or mailed to such person, in care
of the Company, at 78 North Chicago Street, Joliet, Illinois 60432, or at such
other address as the Company may designate from time to time.

       15-3.  INDEPENDENT APPRAISER.  If the Company Stock is not readily
tradable on an established securities market, then all determinations of fair
market value required under the Plan shall be based upon a valuation by an
independent appraiser.

       15-4.  INDEMNIFICATION.  The Company shall indemnify the Trustee, the
Administrator, and any other person acting as a fiduciary with respect to the
Plan for, and hold them harmless against, any and all liabilities, losses,
costs, or expenses of any kind or nature which may be imposed on, incurred by,
or asserted against them at any time by reason of their service under this Plan
(including legal fees and expenses), to the extent such liability, loss, cost,
or expense is not insured against or exceeds any insurance recovery.  However,
no person shall be entitled to indemnity under this Section if he acted
dishonestly or in willful or grossly negligent violation of the law or
regulation under which such liability, loss, cost, or expense arises.

       15-5.  SUBSIDIARY AND AFFILIATED COMPANIES.  With the approval of the
Board of Directors of the Company, any subsidiary or affiliate of the Company
may become a party to this Plan, and become entitled to all of the benefits and
subjected to all of the obligations hereof, by executing an acceptance of this
Plan in such form as the Company and the Trustee shall approve.  Upon acceptance
of this Plan by any subsidiary or affiliate, employees of such subsidiary or
affiliate may become Participants upon meeting the eligibility requirements
herein provided; and when so qualified such employees shall be subject to the
same obligations and entitled to the same rights and benefits as if they were
employees of the Company.  The contributions to be made in respect of employees
of any subsidiary or affiliate of the Company which becomes a party to this Plan
shall be made by the subsidiary or affiliate and not by the Company.  The
subsidiary or affiliate shall have no right to defer payment of its contribution
or to terminate the Plan in respect of itself or its participating employees
without the written consent of the Board of Directors of the Company.

       15-6.  PARTICIPATION NOT GUARANTEE OF EMPLOYMENT.  Participation in the
Plan does not constitute a guarantee or contract of employment with the Company.


                                       26
<PAGE>

       15-7.  GENDER AND NUMBER.  In this Plan, where the context admits, words
in the masculine gender include the feminine and neuter genders, words in the
singular include the plural, and the plural includes the singular.

       15-8.  GOVERNING LAWS.  The Plan shall be construed and administered
according to the laws of the State of Illinois, to the extent that such laws are
not preempted by the laws of the United States of America.

       15-9.  TEXT TO CONTROL.  The Article and Section headings and numbers in
this Plan are included solely for convenience of reference, and if there be any
conflict between such headings and numbers and the text of this Plan, the text
shall control.

       The foregoing is a true and correct copy of the First National Bancorp,
Inc. Employee Profit Sharing and Retirement Plan.

       Dated at Joliet, Illinois, this ___ day of June, 2000.

                                                 FIRST NATIONAL BANCORP, INC.

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


                                       27