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                        EMPLOYMENT AGREEMENT

     THIS AGREEMENT entered into this 1st day of January, 1998, by and
between Heartland National Bank (the "Bank") and Roger O. Hileman (the
"Employee"), effective on the date (the "Effective Date") of the Bank's
conversion from mutual to stock form.

     WHEREAS, the Employee has heretofore been employed by the Bank as
its President and Chief Executive Officer and is experienced in all
phases of the business of the Bank; and

     WHEREAS, the Board of Directors of the Bank believes it is in the
best interests of the Bank to enter into this Agreement with the
Employee in order to assure continuity of management of the Bank and to
reinforce and encourage the continued attention and dedication of the
Employee to his assigned duties; and

     WHEREAS, the parties desire by this writing to set forth the
continuing employment relationship of the Bank and the Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.   Employment. The Employee is employed as the President and
          ----------
Chief Executive Officer of the Bank. The Employee shall render such
administrative and management services for the Bank as are currently
rendered and as are customarily performed by persons situated in a
similar executive capacity. The Employee shall also promote, by
entertainment or otherwise, as and to the extent permitted by law, the
business of the Bank. The Employee's other duties shall be such as the
Board of Directors (the "Board") of the Bank may from time to time
reasonably direct, including normal duties as an officer of the Bank.

     2.   Base Compensation. The Bank agrees to pay the Employee
          -----------------
during the term of this Agreement a salary at the rate of $91,700.00 per
annum, payable in cash not less frequently than monthly. The Board shall
review, not less often than annually, the rate of the Employee's salary,
and in its sole discretion may decide to increase his salary.
Notwithstanding the foregoing, following a change in control as defined
in Section 11(a)(4) of this Agreement, the Board shall continue to
annually review the rate of the Employee's salary, and shall increase
said rate of salary by a percentage which is not less than the average
annual percentage increase in salary that the Employee received over the
three calendar years immediately preceding the year in which the change
in control occurs.

     3.   Discretionary Bonuses. The Employee shall participate in an
          ---------------------
equitable manner with all other senior management employees of the Bank
in discretionary bonuses that the Board may award from time to time to
the Bank's senior management employees. No other compensation provided
for in this Agreement shall be deemed a substitute for the Employee's
right to participate in such discretionary bonuses. Notwithstanding the
foregoing, following a change in control as defined in Section 11(a)(4)
of this Agreement, the Employee shall receive discretionary bonuses that
are made no less frequently than, and in annual amounts not less than,
the average annual discretionary bonuses paid to the Employee during
each of the three calendar years immediately preceding the year in which
such change in control occurs.

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     4.   (a)  Participation in Retirement, Medical and Other Plans.
               ----------------------------------------------------
During the term of this Agreement, the Employee shall be eligible to
participate in the following benefit plans: group hospitalization,
disability, health, dental, sick leave, life insurance, travel and/or
accident insurance, auto allowance/auto lease, retirement, pension,
and/or other present or future qualified plans provided by the Bank,
generally which benefits, taken as a whole, must be at least as
favorable as those in effect on the Effective Date.

          (b)  Employee Benefits; Expenses. The Employee shall be
               ---------------------------
eligible to participate in any fringe benefits which are or may become
available to the Bank's senior management employees, including for
example: any stock option or incentive compensation plans, and any other
benefits which are commensurate with the responsibilities and functions
to be performed by the Employee under this Agreement. The Employee shall
be reimbursed for all reasonable out-of-pocket business expenses which
he shall incur in connection with his services under this Agreement upon
substantiation of such expenses in accordance with the policies of the
Bank.

     5.   Term. The Bank hereby employs the Employee, and the Employee
          ----
hereby accepts such employment under this Agreement, for the period
commencing on the Effective Date and ending thirty-six months thereafter
(or such earlier date as is determined in accordance with Section 9).
Additionally, on each annual anniversary date from the Effective Date,
the Employee's term of employment shall be extended for an additional
one-year period beyond the then effective expiration date provided the
Board determines in a duly adopted resolution that the performance of
the Employee has met the Board's requirements and standards, and that
this Agreement shall be extended. Only those members of the Board of
Directors who have no personal interest in this Employment Agreement
shall discuss and vote on the approval and subsequent review of this
Agreement.

     6.   Loyalty; Noncompetition.
          -----------------------

          (a)  During the period of his employment hereunder and
except for illnesses, reasonable vacation periods, and reasonable leaves
of absence, the Employee shall devote all his full business time,
attention, skill, and efforts to the faithful performance of his duties
hereunder; provided, however, from time to time, Employee may serve on
the boards of directors of, and hold any other offices or positions in,
companies or organizations, which will not present any conflict of
interest with the Bank or any of its subsidiaries or affiliates, or
unfavorably affect the performance of Employee's duties pursuant to this
Agreement, or will not violate any applicable statute or regulation.
"Full business time" is hereby defined as that amount of time usually
devoted to like companies by similarly situated executive officers.
During the term of his employment under this Agreement, the Employee
shall not engage in any business or activity contrary to the business
affairs or interests of the Bank, or be gainfully employed in any other
position or job other than as provided above.

                               -2-
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          (b)  Nothing contained in this Paragraph 6 shall be deemed
to prevent or limit the Employee's right in invest in the capital stock
or other securities of any business dissimilar from that of the Bank,
or, solely as a passive or minority investor, in any business.

     7.   Standards. The Employee shall perform his duties under this
          ---------
Agreement in accordance with such reasonable standards as the Board may
establish from time to time. The Bank will provide the Employee with the
working facilities and staff customary for similar executives and
necessary for him to perform his duties.

     8.   Vacation and Sick Leave. At such reasonable times as the
          -----------------------
Board shall in its discretion permit, the Employee shall be entitled,
without loss of pay, to absent himself voluntarily from the performance
of his employment under this Agreement, all such voluntary absences to
count as vacation time, provided that:

          (a)  The Employee shall be entitled to an annual vacation
in accordance with the policies that the Board periodically establishes
for senior management employees of the Bank.

          (b)  The Employee shall not receive any additional
compensation from the Bank on account of his failure to take a vacation
or sick leave, and the Employee shall not accumulate unused vacation or
sick leave from one fiscal year to the next, except in either case to
the extent authorized by the Board.

          (c)  In addition to the aforesaid paid vacations, the
Employee shall be entitled without loss of pay, to absent himself
voluntarily from the performance of his employment with the Bank for
such additional periods of time and for such valid and legitimate
reasons as the Board may in its discretion determine. Further, the Board
may grant to the Employee a leave or leaves of absence, with or without
pay, at such time or times and upon such terms and conditions as such
Board in its discretion may determine.

          (d)  In addition, the Employee shall be entitled to an
annual sick leave benefit as established by the Board.

     9.   Termination and Termination Pay. Subject to Section 11
          -------------------------------
hereof, the Employee's employment hereunder may be terminated under the
following circumstances:

          (a)  Death. The Employee's employment under this Agreement
               -----
shall terminate upon his death during the term of this Agreement, in
which event the Employee's estate shall be entitled to receive the
compensation due the Employee through the last day of the calendar month
in which his death occurred.

          (b)  Disability. (1) The Bank may terminate the Employee's
               ----------
employment after having established the Employee's Disability. For
purposes of this Agreement, "Disability" means a physical or mental
infirmity which impairs the Employee's ability to substantially perform
his duties under this Agreement and which results in the Employee
becoming eligible

                               -3-

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for long-term disability benefits under the Bank's long-term disability
plan (or, if the Bank has no such plan in effect, which impairs the
Employee's ability to substantially perform his duties under this
Agreement for a period of one hundred eighty (180) consecutive days).
The Employee shall be entitled to the compensation and benefits provided
for under this Agreement for (i) any period during the term of this
Agreement and prior to the establishment of the Employee's Disability
during which the Employee is unable to work due to the physical or
mental infirmity, or (ii) any period of Disability which is prior to the
Employee's termination of employment pursuant to this Section 9(b);
provided that any benefits paid pursuant to the Bank's long term
disability plan will continue as provided in such plan.

     (2) During any period that the Employee shall receive disability
benefits and to the extent that the Employee shall be physically and
mentally able to do so, he shall furnish such information, assistance
and documents so as to assist in the continued ongoing business of the
Bank and, if able, shall make himself available to the Bank to undertake
reasonable assignments consistent with his prior position and his
physical and mental health. The Bank shall pay all reasonable expenses
incident to the performance of any assignment given to the Employee
during the disability period.

          (c)  Just Cause. The Board may, by written notice to the
               ----------
Employee, immediately terminate his employment at any time, for Just
Cause. The Employee shall have no right to receive compensation or other
benefits for any period after termination for Just Cause. Termination
for "Just Cause" shall mean termination because of, in the good faith
determination of the Board, the Employee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach
of any provision of this Agreement. Notwithstanding the foregoing, in
the event of termination for Just Cause there shall be delivered to the
Employee a copy of a resolution duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board at a
meeting of the Board called and held for that purpose (after reasonable
notice to the Employee and an opportunity for the Employee, together
with the Employee's counsel, to be heard before the Board), such meeting
and the opportunity to be heard to be held prior to, or as soon as
reasonably practicable following, termination, but in no event later
than 60 days following such termination, finding that in the good faith
opinion of the Board the Employee was guilty of conduct set forth above
in the second sentence of this Subsection (c) and specifying the
particulars thereof in detail. If following such meeting the Employee is
reinstated, he shall be entitled to receive back pay for the period
following termination and continuing through reinstatement.

          (d)  Without Just Cause; Constructive Discharge. (1) The
               ------------------------------------------
Board may, by written notice to the Employee, immediately terminate his
employment at any time for a reason other than Just Cause, in which
event the Employee shall be entitled to receive the following
compensation and benefits (unless such termination occurs within the
time period set forth in Section 11(b) hereof in which event the
benefits and compensation provided for in Section 11 shall apply): (i)
the salary provided pursuant to Section 2 hereof, up to the date of
termination

                               -4-

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of the term as provided in Section 5 hereof (including any renewal term)
of this Agreement (the "Expiration Date"), plus said salary for an
additional 12-month period, and (ii) at the Employee's election either
(A) cash in an amount equal to the cost to the Employee of obtaining all
health, life, disability and other benefits which the Employee would
have been eligible to participate in through the Expiration Date based
upon the benefit levels substantially equal to those that the Bank
provided for the Employee at the date of termination of employment or
(B) continued participation under such Bank benefit plans through the
Expiration Date, but only to the extent the Employee continues to
qualify for participation therein. All amounts payable to the Employee
shall be paid, at the option of the Employee, either (I) in periodic
payments through the Expiration Date, or (II) in one lump sum within
ten (10) days of such termination.

     (2) The Employee may voluntarily terminate his employment under
this Agreement, and the Employee shall thereupon be entitled to receive
the compensation and benefits payable under Section 9(d)(1) hereof,
within ninety (90) days following the occurrence of any of the following
events, which has not been consented to in advance by the Employee in
writing (unless such voluntary termination occurs within the time period
set forth in Section 11(b) hereof in which event the benefits and
compensation provided for in Section 11 shall apply): (i) the
requirement that the Employee move his personal residence, or perform
his principal executive functions, more than thirty (30) miles from his
primary office; (ii) a material reduction in the Employee's base
compensation; (iii) the failure by the Bank to continue to provide the
Employee with compensation and benefits provided for under this
Agreement, as the same may be increased from time to time, or with
benefits substantially similar to those provided to him under any of the
employee benefit plans in which the Employee now or hereafter becomes a
participant, or the taking of any action by the Bank which would
directly or indirectly reduce any of such benefits or deprive the
Employee of any material fringe benefit enjoyed by him; (iv) the
assignment to the Employee of duties and responsibilities materially
different from those normally associated with his position as referenced
at Section 1; (v) a failure to elect or reelect the Employee to the
Board of Directors of the Bank; (vi) a material diminution or reduction
in the Employee's responsibilities or authority (including reporting
responsibilities) in connection with his employment with the Bank; or
(vii) a material reduction in the secretarial or other administrative
support of the Employee.

     (3) Notwithstanding the foregoing, but only to the extent required
under federal banking law, the amount payable under clause (d)(1)(i)
hereof shall be reduced to the extent that on the date of the Employee's
termination of employment, the present value of the benefits payable
under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on
severance benefits that is set forth in Regulatory Bulletin 27a of the
Office of Thrift Supervision, as in effect on the Effective Date. In the
event that Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code") becomes applicable to payments made under this Section
9(d), and the payments exceed the "Maximum Amount" as defined in Section
11(a)(1) hereof, the payments shall be reduced as provided by Section
11(a)(2) of this Agreement.

          (e)  Termination or Suspension Under Federal Law. (1) If
               -------------------------------------------
the Employee is removed and/or permanently prohibited from participating
in the conduct of the Bank's affairs

                               -5-

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by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal
Deposit Insurance Act ("FDIA") (12 U.S.C. 1818(e)(4) and (g)(1)), all
obligations of the Bank under this Agreement shall terminate, as of the
effective date of the order, but vested rights of the parties shall not
be affected.

          (2)  If the Bank is in default (as defined in Section
3(x)(1) of FDIA), all obligations under this Agreement shall terminate
as of the date of default; however, this Paragraph shall not affect the
vested rights of the parties.

          (3)  All obligations under this Agreement shall terminate,
except to the extent that continuation of this Agreement is necessary
for the continued operation of the Bank: (i) by the Director of the
Office of Thrift Supervision ("Director of OTS"), or his or her
designee, at the time that the Federal Deposit Insurance Corporation
("FDIC") or the Resolution Trust Corporation enters into an agreement to
provide assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS,
or his or her designee, at the time that the Director of the OTS, or his
or her designee approves a supervisory merger to resolve problems
related to operation of the Bank or when the Bank is determined by the
Director of the OTS to be in an unsafe or unsound condition. Such action
shall not affect any vested rights of the parties.

          (4)  If a notice served under Section 8(e)(3) or (g)(1) of
the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily
prohibits the Employee from participating in the conduct of the Bank's
affairs, the Bank's obligations under this Agreement shall be suspended
as of the date of such service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank may in
its discretion (i) pay the Employee all or part of the compensation
withheld while its contract obligations were suspended, and (ii)
reinstate (in whole or in part) any of its obligations which were
suspended.

          (f)  Voluntary Termination by Employee. Subject to Section
               ---------------------------------
11 hereof, the Employee may voluntarily terminate employment with the
Bank during the term of this Agreement, upon at least ninety (90) days'
prior written notice to the Board of Directors, in which case the
Employee shall receive only his compensation, vested rights and employee
benefits up the date of his termination (unless such termination occurs
pursuant to Section 9(d)(2) hereof or within the time period set forth
in Section 11(a) hereof in which event the benefits and compensation
provided for in Sections 9(d) or 11, as applicable, shall apply).

     10.  No Mitigation. The Employee shall not be required to
          -------------
mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise and no such payment shall be
offset or reduced by the amount of any compensation or benefits provided
to the Employee in any subsequent employment.

                               -6-

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     11.  Change in Control.
          -----------------

          (a) Change in Control; Involuntary Termination. (1)
              ------------------------------------------
Notwithstanding any provision herein to the contrary, if the Employee's
employment under this Agreement is terminated by the Bank, without the
Employee's prior written consent and for a reason other than Just Cause,
in connection with or within twelve (12) months after any change in
control of the Bank or Heartland Bancshares, Inc. (the "Company"), the
Employee shall, subject to paragraph (2) of this Section 11(a), be paid
an amount equal to the difference between (i) the product of 2.99 times
his "base amount" as defined in Section 280G(b)(3) of the Code and
regulations promulgated thereunder (the "Maximum Amount"), and (ii) the
sum of any other parachute payments (as defined under Section 280G(b)(2)
of the Code) that the Employee receives on account of the change in
control. Said sum shall be paid in one lump sum within ten (10) days of
such termination. This paragraph would not apply to a termination of
employment due to death, Disability or voluntary termination by the
Employee.

     (2) In the event that the Employee and the Bank jointly determine
and agree that the total parachute payments receivable under clauses (i)
and (ii) of Section 11(a)(1) hereof exceed the Maximum Amount,
notwithstanding the payment procedure set forth in Section 11(a)(1)
hereof, the Employee shall determine which and how much, if any, of the
parachute payments to which he is entitled shall be eliminated or
reduced so that the total parachute payments to be received by the
Employee do not exceed the Maximum Amount. If the Employee does not make
his determination within ten business days after receiving a written
request from the Bank, the Bank may make such determination, and shall
notify the Employee promptly thereof. Within five business days of the
earlier of the Bank's receipt of the Employee's determination pursuant
to this paragraph or the Bank's determination in lieu of a determination
by the Employee, the Bank shall pay to or distribute to or for the
benefit of the Employee such amounts as are then due the Employee under
this Agreement.

     (3) As a result of uncertainty in application of Section 280G of
the Code at the time of payment hereunder, it is possible that such
payments will have been made by the Bank which should not have been made
("Overpayment") or that additional payments will not have been made by
the Bank which should have been made ("Underpayment"), in each case,
consistent with the calculations required to be made under Section
11(a)(1) hereof. In the event that the Employee, based upon the
assertion by the Internal Revenue Service against the Employee of a
deficiency which the Employee believes has a high probability of
success, determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Bank to or for the benefit of
Employee shall be treated for all purposes as a loan ab initio which the
                                                     -- ------
Employee shall repay to the Bank together with interest at the
applicable federal rate provided for in Section 7872(f)(2)(B) of the
Code; provided, however, that no such loan shall be deemed to have been
made and no amount shall be payable by the Employee to the Bank if and
to the extent such deemed loan and payment would not either reduce the
amount on which the Employee is subject to tax under Section 1 and
Section 4999 of the Code or generate a refund of such taxes. In the
event that the Employee and the Bank determine, based upon controlling
precedent or other substantial authority, that an Underpayment has
occurred, any such Underpayment shall be promptly paid

                               -7-

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by the Bank to or for the benefit of the Employee together with interest
at the applicable federal rate provided for in Section 7872(f)(2)(B) of
the Code.

     (4) The term "change in control" shall mean any one of the
following events: (1) the acquisition of ownership, holding or power to
vote more than 25% of the Bank's or the Company's voting stock, (2) the
acquisition of the ability to control the election of a majority of the
Bank's or the Company's directors, (3) the acquisition of a controlling
influence over the management or policies of the Bank or the Company by
any person or by persons acting as a "group" (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934), (4) the
acquisition of control of the Bank or the Company within the meaning of
12 C.F.R. Part 574 or its applicable equivalent (except in the case of
(1),(2), (3) and (4) hereof, ownership or control of the Bank by the
Company itself shall not constitute a "change in control"), or (5)
during any period of two consecutive years, individuals who at the
beginning of such periods constitute the Board of Directors of the
Company or the Bank (the "Existing Board") (the "Continuing Directors")
cease for any reason to constitute at least a majority thereof, provided
that any individual whose election or nomination for election as a
member of the Existing Board was approved by a vote of at least a
majority of the Continuing Directors then in office shall be considered
a Continuing Director. For purposes of this subparagraph only, the term
"person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or any other form of entity not specifically
listed herein.

     Notwithstanding the foregoing, but only to the extent required
under federal banking law, the amount payable under Subsection (a) of
this Section 11 shall be reduced to the extent that on the date of the
Employee's termination of employment, the amount payable under
Subsection (a) of this Section 11 exceeds the limitation on severance
benefits that is set forth in Regulatory Bulletin 27a of the Office of
Thrift Supervision, as in effect on the Effective Date.

          (b)  Change in Control; Voluntary Termination. Notwith-
               ----------------------------------------
standing any other provision of this Agreement to the contrary, but
subject to Section 11(a)(2) hereof, the Employee may voluntarily
terminate his employment under this Agreement within thirty (30) days
following a change in control of the Bank or the Company, as defined in
paragraph (a)(4) of this Section 11, and be entitled to receive the
payment described in Section 11(a)(1) of this Agreement. Alternatively,
the Employee may voluntarily terminate his employment under this
Agreement within twelve (12) months following a change in control of the
Bank or the Company, as defined in paragraph (a)(4) of the Section 11,
and the Employee shall thereupon be entitled to receive the payment
described in Section 11(a)(1) of this Agreement, within ninety (90) days
following the occurrence of any of the following events, which has not
been consented to in advance by the Employee in writing: (i) the
requirement that the Employee perform his principal executive functions
more than thirty (30) miles from his primary office as of the date of the
change in control; (ii) a material reduction in the Employee's base
compensation as in effect on the date of the change in control or as the
same may be changed by mutual agreement from time to time; (iii) the
failure by the Bank to continue to provide the Employee with
compensation and benefits provided for under this Agreement, as the same
may be increased from time to time, or with

                               -8-

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benefits substantially similar to those provided to him under any
employee benefit in which the Employee is a participant at the time of
the change in control, or the taking of any action which would
materially reduce any of such benefits or deprive the Employee of any
material fringe benefit enjoyed by him at the time of the change in
control; (iv) the assignment to the Employee of duties and
responsibilities materially different from those normally associated
with his position as referenced at Section 1; (v) a failure to elect or
reelect the Employee to the Board of Directors of the Bank, if the
Employee is serving on the Board on the date of the change in control;
or (vi) a material diminution or reduction in the Employee's
responsibilities or authority (including reporting responsibilities) in
connection with his employment with the Bank; or (vii) a material
reduction in the secretarial or other administrative support of the
Employee.

          (c)  Compliance with 12 U.S.C. Section 1828(k). Any
               -----------------------------------------
payments made to the Employee pursuant to this Agreement, or otherwise,
are subject to and conditioned upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder.

          (d)  Trust. (1) Within five business days before or after a
               -----
change in control as defined in Section 11(a) of this Agreement which
was not approved in advance by a resolution of a majority of the
Continuing Directors of the Bank, the Bank shall (i) deposit, or cause
to be deposited, in a grantor trust (the "Trust") substantially in the
form of the trust that the Bank's Board of Directors approved on
December 14, 1995, an amount equal to 2.99 times the Employee's "base
amount" as defined in Section 280G(b)(3) of the Code, and (ii) provide
the trustee of the Trust with a written direction to hold said amount
and any investment return thereon in a segregated account for the
benefit of the Employee, and to follow the procedures set forth in the
next paragraph as to the payment of such amounts from the Trust.

     (2) During the twelve (12) consecutive month period following the
date on which the Bank makes the deposit referred to in the preceding
paragraph, the Employee may provide the trustee of the Trust with a
written notice requesting that the trustee pay to the Employee an amount
designated in the notice as being payable pursuant to Section 11(a) or
(b). Within three business days after receiving said notice, the trustee
of the Trust shall send a copy of the notice to the Bank via overnight
and registered mail receipt requested. On the tenth (10th) business day
after mailing said notice to the Bank, the trustee of the Trust shall
pay the Employee the amount designated therein in immediately available
funds, unless prior thereto the Bank provides the trustee with a written
notice directing the trustee to withhold such payment. In the latter
event, the trustee shall submit the dispute to non-appealable binding
arbitration for a determination of the amount payable to the Employee
pursuant to Section 11(a) or (b) hereof, and the party responsible for
the payment of the costs of such arbitration (which may include any
reasonable legal fees and expenses incurred by the Employee) shall be
determined by the arbitrator. The trustee shall choose the arbitrator to
settle the dispute, and such arbitrator shall be bound by the rules of
the American Arbitration Association in making his determination. The
parties and the Trustee shall be bound by the results of the arbitration
and, within 3 days of the determination by the arbitrator, the trustee
shall pay from the Trust the amounts required to be paid to the Employee
and/or the Bank, and in no event shall the trustee be liable to either
party for making the payments as determined by the arbitrator.

                               -9-

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     (3) Upon the earlier of (i) any payment from the Trust to the
Employee, or (ii) the date twelve (12) months after the date on which
the Bank makes the deposit referred to in the first paragraph of this
subsection (d)(1), the trustee of the Trust shall pay to the Bank the
entire balance remaining in the segregated account maintained for the
benefit of the Employee. The Employee shall thereafter have no further
interest in the Trust pursuant to this Agreement.

          (e)  In the event that any dispute arises between the
Employee and the Bank as to the terms or interpretation of this
Agreement, including this Section 11, whether instituted by formal legal
proceedings or otherwise, including any action that the Employee takes
to enforce the terms of this Section 11 or to defend against any action
taken by the Bank, the Employee shall be reimbursed for all costs and
expenses, including reasonable attorneys' fees, arising from such
dispute, proceedings or actions, provided that the Employee shall obtain
a final judgement by a court of competent jurisdiction in favor of the
Employee. Such reimbursement shall be paid within ten (10) days of the
Employee's furnishing to the Bank written evidence, which may be in the
form, among other things, of a canceled check or receipt, of any costs
or expenses incurred by the Employee.

     12.  Federal Income Tax Withholdings. The Bank may withhold all
          -------------------------------
Federal and State income or other taxes from any benefit payable under
this Agreement as shall be required pursuant to any law or government
regulation or ruling.

     13.  Successors and Assigns.
          ----------------------

          (a)  Bank. This Agreement shall not be assignable by the
               ----
Bank, provided that this Agreement shall inure to the benefit of any be
binding upon any corporate or other successor of the Bank which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Bank.

          (b)  Employee. Since the Bank is contracting for the unique
               --------
and personal skills of the Employee, the Employee shall be precluded
from assigning or delegating his rights or duties hereunder without
first obtaining the written consent of the Bank; provided, however, that
nothing in this paragraph shall preclude (i) the Employee from
designating a beneficiary to receive any benefit payable hereunder upon
his death, or (ii) the executors, administrators, or other legal
representatives of the Employee or his estate from assigning any rights
hereunder to the person or persons entitled thereunto.

          (c)  Attachment. Except as required by law, no right to
               ----------
receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge,
or hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void and of no
effect.

                               -10-

<PAGE>
<PAGE>
     14.  Amendments. No amendments or additions to this Agreement
          ----------
shall be binding unless made in writing and signed by all of the
parties, except as herein otherwise specifically provided.

     15.  Applicable Law. Except to the extent preempted by Federal
          --------------
law, the laws of the State of Illinois shall govern this Agreement in
all respects, whether as to its validity, construction, capacity,
performance or otherwise.

     16.  Severability. The provisions of this Agreement shall be
          ------------
deemed severable and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability of the other provisions
hereof.

     17.  Entire Agreement. This Agreement, together with any
          ----------------
understanding or modifications thereof as agreed to in writing by the
parties, shall constitute the entire agreement between the parties
hereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first hereinabove written.

ATTEST:                       HEARTLAND NATIONAL BANK


/s/ Christy L. Cripps              By /s/ James C. Walker
----------------------------       --------------------------------
Secretary                          Chairman of the Board


WITNESS:


/s/ Paul R. Calcaterra             /s/ Roger O. Hileman
----------------------------       --------------------------------
                                   Roger O. Hileman

                               -11-