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                                                                   Exhibit 10.2

                                AGREEMENT

     THIS AGREEMENT ("Agreement") made this 26th day of February, 1998
between FIRST NATIONAL BANK OF OTTAWA, a national banking association
("Bank") and DONALD HARRIS, an Illinois resident ("Harris").


                           W I T N E S S E T H:

     WHEREAS, Harris is Executive Vice President of Bank, and

     WHEREAS, Harris has performed good and valuable services for Bank, and

     WHEREAS, in consideration of such service, Bank desires to provide
security to Harris in the event Bank undergoes a change of control,

     NOW THEREFORE, for good and valuable consideration, the receipt of which
is here acknowledged, the parties hereby agree as follows:

     1.  CHANGE OF CONTROL.  For purposes of this Agreement, "Change of
Control" shall mean a transaction in which a party, or parties acting in
concert, acquires the legal or beneficial ownership of not less than fifty
percent (50%) of the outstanding voting shares of Bank, or of any company
which owns at least fifty percent (50%) of Bank.

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     2.  GOOD REASON.  If, within two years following a Change of Control,
Bank shall, without prior written consent of Harris, reduce or attempt to
reduce the rights, responsibilities or perquisites of Harris generally,
including but not limited to:

          a.  removal of Harris from his current position of Executive Vice
              President to some lesser position, or

          b.  cause Harris to relocate his home or business location further
              than fifty miles from Ottawa, Illinois, or

          c.  such other action which can reasonably be interpreted to have
              the effect of materially reducing Harris' responsibilities or
              authority,

then Harris may tender his written resignation and such resignation shall be
deemed to be for Good Reason.

     3.  TERMINATION PAY.  If Harris resigns for Good Reason, he shall be
entitled to his then base annual salary and health and life insurance benefits
for a period from the date of such resignation until the end of the two year
period following the Change of Control, payable periodically in accordance
with Bank's regular compensation schedule; provided, however, that said
salary and benefits shall immediately cease and no money shall be due and
owing to employee if at any time during such two year period Harris

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is terminated For Cause, and further provided, that such health and life
insurance benefits shall cease upon Harris receiving such benefits from a
subsequent employer.

     4.  FOR CAUSE.  "For Cause" shall mean the following:

         a.  Harris engages in fraudulent or dishonest conduct, or

         b.  Harris fails to faithfully, industriously, and to the best of
             his ability, perform duties required of him as Executive Vice
             President of Bank.

     5.  MISCELLANEOUS.

         a.  This written Agreement contains the sole and entire Agreement
             between the parties, and supersedes any and all other agreements
             between them.

         b.  The waiver by either party of breach of any provision of this
             Agreement, shall not operate as, or be construed a waiver of any
             subsequent breach thereof. No waiver or modification of this
             Agreement or of any covenant, condition or limitation herein
             contained shall be valid unless in writing and duly executed by
             the party to be charged therewith.

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         c.  In case any one or more of the provisions contained in this
             Agreement shall for any reason be held to be invalid, illegal or
             unenforceable in any respect, such invalidity, illegality or
             unenforceability shall not affect any other provision thereof and
             this Agreement shall be construed as if such invalid, illegal or
             unenforceable provision had never been contained herein.

         d.  In any action, special proceedings or other proceedings that may
             be brought arising out of, in connection with, or by reasons of
             this Agreement, the laws of the State of Illinois shall be
             applicable and shall govern to the exclusion of the law of any
             other forum, without regard to the jurisdiction in which the
             action or special proceeding may be instituted.

         e.  The section headings contained herein are inserted for ease of
             reference only and shall not control or affect the meaning or
             construction of the provisions hereof.

         f.  This Agreement shall be binding on and inure to the benefit of
             the respective parties and their respective heirs, legal
             representatives, successors and assigns.

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     IN WITNESS WHEREOF, Bank has hereunto caused this Agreement to be
executed and Harris has hereunto set his hand, all being done in duplicate
originals with one being delivered to each party on the 26th day of February,
1998.

     Executed at Ottawa, Illinois on the date first above written.


FIRST NATIONAL BANK OF OTTAWA                     DONALD HARRIS


By:  /s/ Erika S. Kuiper                          /s/ Donald Harris
    -------------------------                     -----------------------------
    Its: Chairman-Personnel                       Donald Harris

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