**Exhibit 10.3**

** **

**JOCKBROWN**

 

**EMPLOYMENTAGREEMENT**

 

**AMENDMENT NUMBER 2**

 

**THIS EMPLOYMENT AGREEMENT AMENDMENT 2**(this “**Amendment**”),effective as of January 20, 2010 (the “**EffectiveDate**”), by and between **FIRST NATIONAL BANK OFOTTAWA**, a national banking association**(**the“**Bank**”), **FIRST OTTAWA BANCSHARES, INC.**, a Delawarecorporation (the “**Holding Company**”)(the Bank and the Holding Company shall collectively be referred to as the “**Corporation**”) and **JOCK BROWN**(the“**Executive**”).

 

**RECITALS**

** **

**WHEREAS,** the Corporation and the Executive previously enteredinto that certain Employment Agreement dated November 1, 2002, assubsequently amended (the “**Agreement**”);

 

**WHEREAS,** pursuant to Section 12(d) of the Agreement,the Agreement may be amended in writing with the signature of each party; and

 

**WHEREAS,** the parties desire to amend the Agreement on theterms hereinafter set forth.

 

**NOW, THEREFORE,** for good and valuable consideration, thesufficiency of which is agreed and acknowledged by the parties hereto,effective as of the Effective Date, the Agreement is amended to read asfollows:

 

**AGREEMENTS**

** **

# **1.**                                       Section 3 (a) and (b) ofthe Agreement are amended in their entirety and replaced by the following:

# ** **

“(a)                            The Corporation shall pay Executive anannual base salary of $248,182 (the “**Base Salary**”).  The Base Salary shall be adjusted on January 1,2010 and annually thereafter, to an amount within a range of the base salaries(exclusive of bonuses and other incentive compensation, but inclusive ofdirectors fees), of the third quartiles for a president and chief executiveofficer of an independent bank for $100-250 million and $250-500 millioninstitutions in Illinois as reported in the most recent Illinois Banker’sAssociation Annual Survey, but not less than the previous year’s Base Salary.  The Base Salary shall be payable inaccordance with the Corporation’s ordinary payment practices and shall besubject to withholding and employment taxes.”

 

“(b)                           Executive shall continue to participatein the employee bonus plan and shall remain a participant in the “Impact Group”for allocation of bonuses under the plan, as that plan is constituted and asamended from time to time.  TheCorporation may adjust the allocation, as necessary, to accommodatenon-operating fluctuations in book value.”

 

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All other termsand conditions of the Agreement remain in full force and effect.

 

**IN WITNESS WHEREOF**, the parties hereto have executed thisAmendment as of the date and year first above set forth.

 

 

**FIRST NATIONAL BANK OF OTTAWA**

 

 
| By:    | /s/ Thomas P. Rooney |   | /s/ Jock Brown     |
|--------|----------------------|--------|--------------------|
| Name:  | Thomas P. Rooney     |   | Jock Brown         |
| Its:   | Chairman             |   |               |
|   |                 |   |               |
|   |                 |   | 2835 Emerald Drive |
|   |                 |   | Ottawa, IL 61350   |
|   |                 |   | [Address]          |

 

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