EXHIBIT 10.2
                CHANGE IN CONTROL AND TERMINATION AGREEMENT

    This Change in Control and Termination Agreement (this "Agreement") is
entered into as of this ______ day of ____________________, 1996, by and
between Grand Premier Financial, Inc., a Delaware corporation ("Grand
Premier") and ____________________________ ("Executive").
                                WITNESSETH:

    WHEREAS, Executive is currently employed by Grand Premier as its
_________ ________________; and

    WHEREAS, Grand Premier desires to provide security to Executive in
connection with Executive's employment with Grand Premier in the event of a
Change in Control of Grand Premier; and

    WHEREAS, Executive and Grand Premier desire to enter into this Agreement
pertaining to the terms of the security Grand Premier is providing to
Executive with respect to his employment in the event of a Change in Control;

    NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

    1.    Term.  The term of this Agreement shall be the period beginning on
the date hereto and terminating on the date 36 months after the date hereof
(the "Term"), provided that for each day from and after the date hereof the
Term will automatically be extended for an additional day, unless either
Grand Premier or Executive has given written notice to the other party of its
or his election to cease such automatic extension, in which case the Term
shall end at the expiration of the 36-month period beginning on the date such
notice is received by such other party.

    2.    Definitions.  For purposes of this Agreement:

          (a)    "Affiliate" or "Associate" shall have the meaning set forth
    in Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange
    Act").

          (b)    "Base Salary" shall mean Executive's monthly base salary at
    the rate in effect on the date of a termination of employment under
    circumstances described in Section 3 below; provided, however, that such
    rate shall in no event be less than the highest rate in effect for
    Executive at any time during the Term.

          (c)    "Beneficiary" shall mean the person or entity designated by
    the Executive, by written instrument delivered to Grand Premier, to
    receive the benefits payable under this Agreement in the event of his
    death.  If the Executive fails to designate a Beneficiary, or if no
    Beneficiary survives the Executive, such death benefits shall be paid:

          (i)    to the Executive's surviving spouse; or

          (ii)   if there is no surviving spouse, to the Executive's living
    descendants per stirpes; or

          (iii)  if there is neither a surviving spouse nor descendants, to
    the Executive's duly appointed and qualified executor or personal
    representative.

          (d)    "Board" shall mean the Board of Directors of Grand Premier
    Financial, Inc.

          (e)    A "Change in Control" of Grand Premier shall be deemed to
    have occurred if or upon:

          (i)    The acquisition by any individual, entity or group (a
    "Person"), including any "person" within the meaning of Sections 13(d)(3)
    or 14(d)(2) of the Exchange Act, of beneficial ownership within the
    meaning of Rule 13d-3 promulgated under the Exchange Act of 20% or more
    of either (A) the then outstanding shares of Common Stock of Grand
    Premier (the "Outstanding Grand Premier Common Stock") or (B) the
    combined voting power of the then outstanding securities of Grand Premier
    entitled to vote generally in the election of directors (the "Outstanding
    Grand Premier Voting Securities"); provided, however, that the following
    acquisitions shall not constitute a Change in Control:  (I) any
    acquisition that resulted directly from the conversion of shares of
    Northern Illinois Common Stock into shares of Grand Premier Common Stock
    pursuant to the Agreement and Plan of Merger, dated January 22, 1996,
    among Grand Premier, Premier Financial Services, Inc. and Northern
    Illinois Financial Corporation, as amended by the First Amendment
    thereto, dated March 18, 1996, and the Second Amendment thereto, dated as
    of August 15, 1996 (the "Merger Agreement"), (II) any acquisition of
    shares of Grand Premier Common Stock that is permitted under Section 1(b)
    of the Rights Agreement, dated as of July 8, 1996, between Grand Premier
    and Premier Trust Services, Inc. (the "Rights Agreement"), without
    rendering the Person effecting such acquisition an "Acquiring Person" for
    purposes of the Rights Agreement, (III) any acquisition directly from
    Grand Premier (excluding any acquisition resulting from the exercise of
    a conversion or exchange privilege in respect of outstanding convertible
    or exchangeable securities), (IV) any acquisition by Grand Premier, (V)
    any acquisition by an employee benefit plan (or related trust) sponsored
    or maintained by Grand Premier or any corporation controlled by Grand
    Premier or (VI) any acquisition by any corporation pursuant to a
    reorganization, merger or consolidation involving Grand Premier, if
    immediately after such reorganization, merger or consolidation, each of
    the conditions described in clauses (A), (B) and (C) of subsection (iii)
    of this Section 2(e) shall be satisfied; and provided further that, for
    purposes of clause (IV) of this Section 2(e)(i), if any Person (other
    than Grand Premier or any employee benefit plan (or related trust)
    sponsored or maintained by Grand Premier or any corporation controlled by
    Grand Premier) shall become the beneficial owner of 20% or more of the
    Outstanding Grand Premier Common Stock or 20% or more of the Outstanding
    Grand Premier Voting Securities by reason of an acquisition by Grand
    Premier and such Person shall, after such acquisition by Grand Premier,
    become the beneficial owner of any additional shares of the Outstanding
    Grand Premier Common Stock or any additional Outstanding Grand Premier
    Voting Securities and such beneficial ownership is publicly announced,
    such additional beneficial ownership shall constitute a Change in
    Control;
      
          (ii)   individuals who, as of the date hereof, constitute the Board
    (the "Incumbent Board") cease for any reason to constitute at least a
    majority of such Board; provided, however, that any individual who
    becomes a director of Grand Premier subsequent to the date hereof whose
    election, or nomination for election by Grand Premier's stockholders, was
    approved by the vote of at least a majority of the directors then
    comprising the Incumbent Board shall be deemed to have been a member of
    the Incumbent Board; and provided further, that no individual who was
    initially elected as a director of Grand Premier as a result of an actual
    or threatened election contest, as such terms are used in Rule 14a-11 of
    Regulation 14A promulgated under the Exchange Act, or any other actual or
    threatened solicitation of proxies or consents by or on behalf of any
    Person other than the Board, shall be deemed to have been a member of the
    Incumbent Board;

          (iii)  approval by the stockholders of Grand Premier of a
    reorganization, merger or consolidation unless, in any such case,
    immediately after such reorganization, merger or consolidation, (A) more
    than 60% of the then outstanding shares of common stock of the
    corporation resulting from such reorganization, merger or consolidation
    and more than 60% of the combined voting power of the then outstanding
    securities of such corporation entitled to vote generally in the election
    of directors is then beneficially owned, directly or indirectly, by all
    or substantially all of the individuals or entities who were the
    beneficial owners, respectively, of the Outstanding Grand Premier Common
    Stock and the Outstanding Grand Premier Voting Securities immediately
    prior to such reorganization, merger or consolidation and in
    substantially the same proportions relative to each other as their
    ownership, immediately prior to such reorganization, merger or
    consolidation, of the Outstanding Grand Premier Common Stock and the
    Outstanding Grand Premier Voting Securities, as the case may be, (B) no
    Person (other than Grand Premier, any employee benefit plan (or related
    trust) sponsored or maintained by Grand Premier or the corporation
    resulting from such reorganization, merger or consolidation (or any
    corporation controlled by Grand Premier) and any Person which
    beneficially owned, immediately prior to such reorganization, merger or
    consolidation, directly or indirectly, 20% or more of the Outstanding
    Grand Premier Common Stock or the Outstanding Grand Premier Voting
    Securities, as the case may be) beneficially owns, directly or
    indirectly, 20% or more of the then outstanding shares of common stock of
    such corporation or 20% or more of the combined voting power of the then
    outstanding securities of such corporation entitled to vote generally in
    the election of directors and (C) at least a majority of the members of
    the board of directors of the corporation resulting from such
    reorganization, merger or consolidation were members of the Incumbent
    Board at the time of the execution of the initial agreement or action of
    the Board providing for such reorganization, merger or consolidation; or

          (iv)   approval by the stockholders of Grand Premier of (A) a plan
    of complete liquidation or dissolution of Grand Premier or (B) the sale
    or other disposition of all or substantially all of the assets of Grand
    Premier other than to a corporation with respect to which, immediately
    after such sale or other disposition, (I) more than 60% of the then
    outstanding shares of common stock thereof and more than 60% of the
    combined voting power of the then outstanding securities thereof entitled
    to vote generally in the election of directors is then beneficially
    owned, directly or indirectly, by all or substantially all of the
    individuals and entities who were the beneficial owners, respectively, of
    the Outstanding Grand Premier Common Stock and the Outstanding Grand
    Premier Voting Securities immediately prior to such sale or other
    disposition and in substantially the same proportions relative to each
    other as their ownership, immediately prior to such sale or other
    disposition, of the Outstanding Grand Premier Common Stock and the
    Outstanding Grand Premier Voting Securities, as the case may be, (II) no
    Person (other than Grand Premier, any employee benefit plan (or related
    trust) sponsored or maintained by Grand Premier or such corporation (or
    any corporation controlled by Grand Premier) and any Person which
    beneficially owned immediately prior to such sale or other disposition,
    directly or indirectly, 20% or more of the Outstanding Grand Premier
    Common Stock or the Outstanding Grand Premier Voting Securities, as the
    case may be) beneficially owns, directly or indirectly, 20% or more of
    the then outstanding shares of common stock thereof or 20% or more of the
    combined voting power of the then outstanding securities thereof entitled
    to vote generally in the election of directors and (III) at least a
    majority of the members of the board of directors thereof were members of
    the Incumbent Board at the time of the execution of the initial agreement
    or action of the Board providing for such sale or other disposition.

          (f)    "Good Cause" shall be deemed to exist if, and only if:

          (i)    Executive engages in acts or omissions constituting
    dishonesty, intentional breach of fiduciary obligation or intentional
    wrongdoing or malfeasance, in each case that results in substantial harm
    to Grand Premier or any Affiliate; or

          (ii)   Executive is convicted of a criminal violation involving
    fraud or dishonesty.

          (g)    "Good Reason" shall be deemed to exist if, and only if,
    Executive terminates his employment because, without his express written
    consent: 

          (i)    Grand Premier assigns to Executive duties of a nonexecutive
    nature or for which Executive is not reasonably equipped by his skills
    and experience;

          (ii)   Grand Premier reduces the salary of Executive, or materially
    reduces the amount of paid vacation to which he is entitled, or his
    fringe benefits and perquisites;

          (iii)  Grand Premier requires Executive to relocate his principal
    business office or his principal place of residence, or assigns to
    Executive duties that would reasonably require such relocation;

          (iv)   Grand Premier requires Executive, or assigns duties to
    Executive which would reasonably require him, to spend more than 30
    normal working days away from his principal business office or his
    principal place of residence during any consecutive twelve-month period;

          (v)     Grand Premier fails to provide office facilities,
    secretarial services, and other administrative services to Executive
    which are substantially equivalent to the facilities and services
    provided to Executive on the date hereof; or

          (vi)    Grand Premier terminates any Incentive Plan, Retirement
    Plan or Welfare Plan, or reduces or limits Executive's participation
    therein relative to the level of participation of other executives of
    similar rank, to such an extent as to materially reduce the aggregate
    value of Executive's incentive compensation and benefits below their
    aggregate value as of the date hereof.

          (h)     "Incentive Plan" shall mean any incentive or bonus plan
    currently or hereinafter made available by Grand Premier in which
    Executive is eligible to participate, including, but not limited to, the
    Grand Premier Financial, Inc. 1996 Stock Option Plan, and any successor
    thereto.

          (i)    "Retirement Plan" shall mean any qualified or supplemental
    employee pension benefit plan, as defined in Section 3(2) of the Employee
    Retirement Income Security Act of 1974, as amended ("ERISA"), currently
    or hereinafter made available by Grand Premier in which Executive is
    eligible to participate, including, but not limited to, the Premier
    Financial Services, Inc. Employee Savings and Stock Plan and Trust,
    including any successor to such plan (the "Savings Plan"),and the Premier
    Financial Services, Inc. Senior Leadership and Directors Deferred
    Compensation Plan, including any successor to such plan (the "Deferred
    Compensation Plan").

          (j)    "Severance Period" shall mean the period beginning on the
    date Executive's employment with Grand Premier terminates under
    circumstances described in Section 3 and ending on the date 12 months
    thereafter.

          (k)    "Substantial Portion of the Property of Grand Premier" shall
    mean 50% of the aggregate book value of the assets of Grand Premier and
    its Affiliates and Associates as set forth on the most recent balance
    sheet of Grand Premier, prepared on a consolidated basis, by its
    regularly employed, independent, certified public accountants.

          (l)    "Welfare Plan" shall mean any health and dental plan,
    disability plan, survivor income plan or life insurance plan, as defined
    in Section 3(1) of ERISA, currently or hereafter made available by Grand
    Premier in which Executive is eligible to participate.

    3.    Benefits Upon Termination of Employment.  The following provisions
will apply if a Change in Control occurs during the Term, and at any time
during the 24 months after the Change in Control occurs (whether during or
after the expiration of the Term), the employment of Executive with Grand
Premier is terminated by Grand Premier for any reason other than Good Cause,
or Executive terminates his employment with Grand Premier for Good Reason:

          (a)    Grand Premier shall pay Executive an amount equal to
    Executive's Base Salary multiplied by 12.  Such amount shall be paid to
    Executive in a lump sum within 90 days after his date of termination of
    employment; provided, however, Executive, by written notice to Grand
    Premier, may elect to receive such payment on any date that is no earlier
    than the later to occur of: (i) the date 10 days after the date of
    termination; and (ii) the date 10 days after receipt of such notice.

          (b)    During the Severance Period, Executive and his or her spouse
    and other dependents shall continue to be covered by all Welfare Plans
    maintained by Grand Premier in which Executive and his or her spouse and
    other dependents were participating immediately prior to the date of
    Executive's termination, as if Executive continued to be an employee of
    Grand Premier, and Grand Premier shall continue to pay the costs of
    coverage of Executive and his spouse and other dependents under such
    Welfare Plans on the same basis as is applicable to active employees
    covered thereunder; provided that, if participation in any one or more of
    such Welfare Plans is not possible under the terms thereof, Grand Premier
    will provide substantially identical benefits.  Coverage under any such
    Welfare Plan will cease if and when Executive obtains employment with
    another employer during the Severance Period, and becomes eligible for
    coverage under any substantially similar Welfare Plan provided by his new
    employer.

          (c)    Grand Premier shall pay to Executive in a lump sum within 90
    days after his termination of employment: (i) a bonus in the amount that
    would have been payable under any Incentive Plan had Executive's
    employment not been terminated for the year in which such termination of
    employment occurs, but pro rated according to the number of months the
    Executive was employed by Grand Premier for that year; and (ii) an
    additional bonus amount that is equal to the average of the annual bonus
    amount paid to Executive during the three years preceding the year of his
    employment termination.

          (d)    Grand Premier shall pay to Executive in a lump sum within 90
    days after his termination of employment an amount equal to the amount
    that would have been contributed by Grand Premier on behalf of the
    Executive under the Savings Plan and under the Deferred Compensation Plan
    for the 12-month period following the Executive's employment termination
    had the Executive's employment not been terminated and had he made
    contributions and deferrals under such Retirement Plans at the same level
    as he made during the 12 month preceding his employment termination.

          (e)    Executive shall receive any and all benefits accrued under
    any Retirement Plan, Welfare Plan, Incentive Plan or other plan or
    program in which he participates at the date of termination of
    employment, to the date of termination of employment, the amount, form
    and time of payment of such benefits to be determined by the terms of
    such Retirement Plan, Welfare Plan, Incentive Plan and other plan or
    program.  Executive's employment shall be deemed to have terminated by
    reason of retirement, and without regard to vesting limitations in all
    such plans and other plans or programs not subject to the qualification
    requirements of Section 401(a) of the Internal Revenue Code of 1986 (the
    "Code"), under circumstances that have the most favorable result for
    Executive thereunder for all purposes of such plans and other plans or
    programs.  Payment shall be made at the earliest date permitted under any
    such plan.

          (f)    If upon the date of termination of Executive's employment,
    Executive holds any options with respect to stock of Grand Premier, all
    such options will immediately become fully vested and exercisable upon
    such date and will be exercisable for 200 days thereafter.  Any
    restrictions on stock of Grand Premier owned by Executive on the date of
    termination of his or her employment will lapse on such date.  To the
    extent such acceleration of exercise of such options, or such lapse of
    restrictions, is not permissible under the terms of any plan pursuant to
    which the options or restricted stock were granted, Grand Premier will
    pay to Executive:  (i) an amount equal to the excess, if any, of the
    aggregate fair market value of all stock of Grand Premier subject to such
    options, determined on the date of termination of employment, over the
    aggregate exercise price of such stock, and Executive will surrender all
    such options unexercised; and (ii) the aggregate fair market value on the
    date of termination of employment of all such restricted stock and
    Executive shall transfer such stock to Grand Premier.  Payments pursuant
    to the preceding sentence will be made to Executive in a lump sum within
    90 days after his date of termination of employment; provided, however,
    Executive, by written notice to Grand Premier, may elect to receive such
    payments on any date that is not earlier than the later to occur of (i)
    the date 10 days after the date of termination, and (ii) the date 10 days
    after receipt of such notice.

    If the employment of Executive with Grand Premier is terminated by Grand
Premier for Good Cause or by Executive other than for Good Reason,
Executive's Base Salary shall be paid through the date of his termination,
and Grand Premier shall have no further obligation to Executive or any other
person under this Agreement.  Such termination shall have no effect upon
Executive's other rights, including but not limited to rights under the
Retirement Plans, Welfare Plans and Incentive Plans.

    Notwithstanding anything herein to the contrary, in the event Grand
Premier or an Affiliate shall terminate the employment of Executive for Good
Cause hereunder, Grand Premier shall give Executive at least thirty (30)
days' prior written notice specifying in detail the reason or reasons for
Executive's termination.

    This Agreement shall have no effect, and Grand Premier shall have no
obligations hereunder, if Executive's employment terminates for any reason
at any time other than during the 24 months following a Change in Control.

    4.    Excise Tax.  It is the intention of Grand Premier and Executive
that no portion of any payment under this Agreement, or payments to or for
the benefit of Executive under any other agreement or plan, be deemed to be
an "Excess Parachute Payment" as defined in Section 280G of the Code, or its
successors.  It is agreed that the present value of and payments to or for
the benefit of Executive in the nature of compensation, receipt of which is
contingent on the Change in Control of Grand Premier, and to which Section
280G of the Code applies (in the aggregate "Total Payments") shall not exceed
an amount equal to one dollar less than the maximum amount that Grand Premier
may pay without loss of deduction under Section 280G(a) of the Code.  Present
value for purposes of this Agreement shall be calculated in accordance with
Section 280G(d)(4) of the Code.  Within sixty (60) days following the earlier
of (i) the giving of the notice of termination or (ii) the giving of notice
by Grand Premier to Executive of its belief that there is a payment or
benefit due Executive which will result in an excess parachute payment as
defined in Section 280G of the Code, Executive and Grand Premier, at Grand
Premier's expense, shall obtain the opinion of such legal counsel and
certified public accountants as Executive may choose (notwithstanding the
fact that such persons have acted or may also be acting as the legal counsel
or certified public accountants for Grand Premier), which opinions need not
be unqualified, which sets forth: (i) the amount of the Base Period Income
of Executive (as defined in Code Section 280G), (ii) the present value of
Total Payments; and (iii) the amount and present value of any excess
parachute payments.  In the event that such opinion determines that there
would be an excess parachute payment, the payment hereunder or any other
payment determined by such counsel to be includable in Total Payments shall
be modified, reduced or eliminated as specified by Executive in writing
delivered to Grand Premier within thirty (30) days of his receipt of such
opinions or, if Executive fails to so notify Grand Premier, then as Grand
Premier shall reasonably determine, so that under the bases of calculation
set forth in such opinions there will be no excess parachute payment.  In the
event that the provisions of Sections 280G and 4999 of the Code are repealed
without succession, this Section shall be of no further force or effect.

    5.    Set-Off.  No payments or benefits payable to or with respect to
Executive pursuant to this Agreement shall be reduced by any amount that: (i)
Executive or his or her spouse or Beneficiary, or any other beneficiary under
the Retirement Plans and Welfare Plans, may earn or receive from employment
with another employer or from any other source, except as expressly provided
in subsection 3(b); or (ii) Grand Premier claims is owed to Grand Premier or
an Affiliate by Executive.

    6.    Death.  Upon Executive's death following his termination of
employment:  (i) all unpaid amounts payable to Executive under subsections
3(a), (b), (c), (d) and (f), if any, shall be paid to his or her Beneficiary,
all amounts payable under subsection 3(e) shall be paid pursuant to the terms
of said subsection to his or her spouse or other beneficiary under the
Retirement Plan; and (ii) the Executive's spouse and other dependents shall
continue to be covered under all applicable Welfare Plans during the
remainder of the Severance Period, if any, pursuant to subsection 3(b).

    7.    No Solicitation of Representatives and Employees.  Executive agrees
that he or she shall not, during the Term or the Severance Period, directly
or indirectly, in his or her individual capacity or otherwise, induce, cause,
persuade (or attempt to induce or persuade),  any representative, agent or
employee of Grand Premier or any of its Affiliates to terminate such person's
employment relationship with Grand Premier or any of its Affiliates, or to
violate the terms of any agreement between said representative, agent or
employee and Grand Premier or any of its Affiliates.

    8.    Confidentiality.  Executive acknowledges that preservation of a
continuing business relationship between Grand Premier or its Affiliates and
their respective customers, representatives, and employees is of critical
importance to the continued business success of Grand Premier and its
Affiliates and that it is the active policy of Grand Premier and its
Affiliates to guard as confidential certain information not available to the
public and relating to the business affairs of Grand Premier and its
Affiliates.  In view of the foregoing, Executive agrees that he or she shall
not during the Term and at any time thereafter, without the prior written
consent of Grand Premier, disclose to any person or entity any such
confidential information that was obtained by Executive in the course of his
or her employment by Grand Premier or any of its Affiliates.  This section
shall not be applicable if and to the extent Executive is required to testify
in a legislative, judicial or regulatory proceeding pursuant to an order of
Congress, any state or local legislature, a judge, or an administrative law
judge or is otherwise required by law to disclose such information.

    9.    Forfeiture.  If Executive shall at any time violate any obligation
of Executive under Sections 7 or 8 in a manner that results in material
damage to Grand Premier or its business, Executive shall immediately forfeit
his or her right to any benefits under this Agreement, and Grand Premier
thereafter shall have no further obligation hereunder to Executive or his or
her spouse, Beneficiary or any other person.

    10.   Executive Assignment.  No interest of Executive, his or her spouse
or any Beneficiary, or any other beneficiary under any Retirement Plan,
Welfare Plan or Incentive Plan, or under this Agreement, or any right to
receive any payment or distribution hereunder, shall be subject in any manner
to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind, nor may such interest or right to
receive a payment or distribution be taken, voluntarily or involuntarily, for
the satisfaction of the obligations or debts of, or other claims against,
Executive or his or her spouse, Beneficiary or other beneficiary, including
claims for alimony, support, separate maintenance, and claims in bankruptcy
proceedings.

    11.   Benefits Unfunded.  All rights under this Agreement of Executive
and his or her spouse, Beneficiary or other beneficiary shall at all times
be entirely unfunded, and no provision shall at any time be made with respect
to segregating any assets of Grand Premier for payment of any amounts due
hereunder.  None of Executive, his or her spouse, Beneficiary or any other
beneficiary under the Retirement Plans, Welfare Plans or Incentive Plans
shall have any interest in or rights against any specific assets of Grand
Premier, and Executive and his or her spouse, Beneficiary or other
beneficiary shall have only the rights of a general unsecured creditor of
Grand Premier.  Notwithstanding the preceding provisions of this Section, the
parties hereto may at any time mutually agree that amounts payable to
Executive or his or her Beneficiary hereunder be paid to the trustee of a
trust established by Grand Premier for the benefit of Executive and his or
her Beneficiary that contains terms and conditions mutually satisfactory to
the parties.

    12.   Waiver.  No waiver by any party at any time of any breach by the
other party of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of any
other provisions or conditions at the same time or at any prior or subsequent
time.

    13.   Litigation Expenses.  Grand Premier shall pay Executive's
reasonable attorneys' fees and legal expenses in connection with any judicial
proceeding to enforce this Agreement, or to construe or determine the
validity of this Agreement or otherwise in connection therewith, if Executive
is successful in such litigation.

    14.   Applicable Law.  This Agreement shall be construed and interpreted
pursuant to the laws of Illinois.

    15.   Entire Agreement.  This Agreement contains the entire Agreement
between Grand Premier and the Executive and supersedes any and all previous
agreements, written or oral, between the parties relating to the subject
matter hereof. No amendment or modification of the terms of this Agreement
shall be binding upon the parties hereto unless reduced to writing and signed
by Grand Premier and Executive.

    16.   No Employment Contract.  Nothing contained in this Agreement shall
be construed to be an employment contract between Executive and Grand
Premier.

    17.   Counterparts.  This Agreement may be executed in counterparts, each
of which shall be deemed an original.

    18.   Severability.  In the event any provision of this Agreement is held
illegal or invalid, the remaining provisions of this Agreement shall not be
affected thereby.

    19.   Successors.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives and
successors.  In the event of a Change in Control of Grand Premier, Grand
Premier shall cause its purchaser, transferee or successor to adopt and
assume this Agreement.  This Agreement shall not be terminated by a transfer
or sale of assets of Grand Premier, or by the merger or consolidation of
Grand Premier into or with any other corporation or other entity, rather this
Agreement shall be continued after such sale, merger or consolidation by the
transferee, purchaser or successor entity.

    20.   Employment with an Affiliate.  For purposes of this Agreement: (i)
employment or termination of employment of Executive shall mean employment
or termination of employment with Grand Premier and all Affiliates; (ii) Base
Salary shall include remuneration received by Executive from Grand Premier
and all Affiliates; and (iii) the terms Incentive Plan, Retirement Plan and
Welfare Plan maintained or made available by Grand Premier shall include any
such plans of any Affiliate of Grand Premier.

    21.   Notice.  Notices required under this Agreement shall be in writing
and sent by registered mail, return receipt requested, to the following
addresses or to such other address as the party being notified may have
previously furnished to the other party by written notice:

    If to Grand Premier:   Grand Premier Financial, Inc.
                           486 West Liberty Street
                           Wauconda, Illinois  60084-2489
                           Attention:  Director of Human Resources

    If to Executive:                                       
                                 c/o Grand Premier Financial, Inc.
                           486 West Liberty Street
                           Wauconda, Illinois  60084-2489<PAGE>


    IN WITNESS WHEREOF, Executive has hereunto set his hand, and Grand
Premier has caused these presents to be executed in its name on its behalf,
all as of the day and year first above written.

                           GRAND PREMIER FINANCIAL, INC.


                                      By:                                  

                           Title:                                          



                                                              
                           Executive