Prepared by MerrillDirect





Exhibit
10.1


March 1, 2001


Mr. Kevin Reardon

First National Bank of Joliet

78 North Chicago Street

Joliet, IL


Re:        Employment
and Consulting Services Agreement 


Dear Mr. Reardon:


We are pleased to offer you employment
and a consulting services agreement with Harris Bank Joliet (“Harris”) on the
following terms.  This employment offer
and consulting services agreement are subject to and effective upon the closing
of Bank of Montreal’s purchase of First National Bancorp, Inc. (“FNB”) in
accordance with the Agreement and Plan of Merger dated March 1, 2001 (the
“Purchase”).


	1.	You
  shall be employed by Harris in the officer capacity of Chairman and Chief
  Executive Officer for a twelve month period commencing on your Hire Date (the
  “Employment Period”).  You shall perform
  such duties and responsibilities consistent with that position and as may be
  assigned to you by the Board of Directors of Harris and the Chief Executive
  Officer of Harris Bank or his or her designee.  You agree to devote your full working time, attention, skill
  and efforts to the performance of your duties, including activities and
  services related to the organization, operation and management of
  Harris.  Your employment shall cease
  on the first anniversary of your Hire Date. 
  For the 24 month period following the first anniversary of your Hire
  Date, you shall perform consulting services for Harris (“Consulting
  Period”).  During the Consulting
  Period, you shall be an independent contractor (and not an employee) of
  Harris.
	 	 
	2.	The
  term of this employment and consulting services agreement shall be from the
  closing date of the Purchase (the “Hire Date”) to 36 months following the
  Hire Date, unless terminated earlier in accordance with this Agreement.
	 	 
	3.	Subject
  Paragraph 24 of this Agreement, upon the closing of Bank of Montreal’s
  purchase of FNB, Harris shall pay you a sign-on bonus equal to $1,491,645.00
  (the “Sign-on Bonus”).    Subject to
  Paragraph 24 of this Agreement, during the Employment Period and the
  Consulting Period, Harris shall pay you a bonus equal to Eight Hundred Ninety
  Two Thousand Five Hundred Dollars ($892,500) (the “Bonus Amount”).  The Sign-on Bonus and the Bonus Amount
  installments paid during the Employment Period shall be subject to federal
  and state income taxes.  After the
  Employment Period has expired, you will be responsible for the payment of any
  and all taxes on the remaining installments of the Bonus Amount. The Bonus
  Amount shall be payable in seven installments as follows:  (a) 10% three months after the Hire Date;
  (b) 15% nine months after the Hire Date; (c) 15% 15 months after the Hire
  Date: (d) 15% 21 months after the Hire Date; (e) 15% 27 months after the Hire
  Date; (f) 15% 33 months after the Hire Date; and (g) 15% 36 months after the
  Hire Date. Except for a termination pursuant to Paragraph 7 or Paragraph 8 of
  this Agreement, or if Harris terminates this Agreement for a reason other
  than under Paragraph 9, you must be actively employed at or consulting for
  Harris on the date each installment of the Bonus Amount is scheduled to be
  paid in order to receive such installment. 
  The Sign-on Bonus and the Bonus Amount are not regarded as “considered
  salary” for benefit plan purposes.  During
  the Employment Period with Harris your base salary shall be Three Hundred
  Sixty Four Thousand Dollars ($364,000) per annum, payable in accordance with
  Harris’ regular payroll practices, and subject to review at such intervals
  and with such considerations as apply generally to similarly situated Harris
  executives, provided that the amount of such base salary (or payment for
  services) may not be decreased. 
  During the Employment Period, you shall be eligible to participate in
  Harris’incentive planon the same terms and conditions as
  similarly situated Harris executives, provided that the amount of annual
  bonus paid thereunder to you shall not be less than the bonus paid to you for
  2000.  During the Consulting Period,
  as an outside director you shall be entitled to receive all retainer and
  meeting fees payable to directors.
	 	 
	4.	During
  the Employment Period, you shall be eligible to participate in all other
  employee benefit plans of Harris, subject to and on a basis consistent with
  the terms, conditions, and
  overall administration of such plans and arrangements applicable to similarly
  situated Harris executives.
	 	 
	5.	During
  the Employment Period, you shall be entitled to all paid bank holidays,
  and  paid vacation and other paid time
  off in accordance with Harris’ current policies and plans.
	 	 
	6.	You
  shall be entitled to incur reasonable travel and entertainment expenses in
  connection with the performance of your duties, and Harris shall reimburse
  such expenses, in accordance with its policy applicable to similarly situated
  Harris executives.
	 	 
	7.	If
  you are unable to perform your usual and customary duties by reason of
  illness, disability or other incapacity, however caused, which lasts for a
  total of one hundred ten (110) consecutive calendar days, or a total of one
  hundred eighty (180) calendar days during any 12-month period, Harris may in
  its sole discretion terminate this Agreement by giving written notice to
  you.  Such termination shall be
  effective as of the date set forth in the notice, which shall be not less
  than fourteen (14) calendar days after the giving of such notice.
	 	 
	8.	This
  Agreement shall terminate immediately if (a) 
  Harris requires you to be based at a location more than 50 miles from
  your job location as of the Hire Date, (b) Harris reduces your base salary
  (or payment for consulting services) or the minimum bonus as described in
  Paragraph 3 of this Agreement, (c) Harris fails to provide you with the
  benefits described in Paragraph 4 of this Agreement during the Employment
  Period, or (d) during the Employment Period Harris assigns you to duties that
  are materially inconsistent with the authorities, duties, responsibilities
  and status in effect as of your Hire Date and during the term of this
  Agreement for a Chairman and Chief Executive Officer in the Harris Bank
  Community Bank network (provided, however, that a change in your office,
  title and/or reporting requirements shall not be considered materially
  inconsistent unless such change results in a material reduction of your
  authorities, duties, and responsibilities). 
  This Agreement shall automatically terminate upon your death.
	 	 
	9.	This
  Agreement shall terminate immediately if you are discharged for “cause,”
  which is defined for purposes of this Agreement as (a) your conviction of a
  felony or any crime involving fraud or dishonesty or similar crimes, (b) your
  disqualification for active employment (or for the provision of consulting
  services) under the directive of any bank regulatory agency or because you
  are ineligible for bonding by Harris’ bonding agent, (c) your material
  failure or refusal to perform the material duties and responsibilities of
  your position or any material breach of your obligations under this
  Agreement, provided that such failure, refusal or breach has continued more
  than 10 business days after Harris has given you written notice thereof and
  of its intent to terminate your employment because of such failure, refusal
  or breach.
	 	 
	10.	In
  the event of termination of this Agreement under Paragraphs 7 or 8, or if
  Harris terminates this Agreement for a reason other than under Paragraph 9,
  you, or in the event of your death, your estate, shall be entitled to receive
  your unpaid salary, earned but unused vacation and your benefits under all
  qualified and nonqualified retirement, pension, profit-sharing and similar
  plans in accordance with the terms of such plans earned during the Employment
  Period, to the extent such salary, earned but unused vacation and benefits
  have accrued to the date of termination. 
  Harris shall also be obligated to pay you, or in the event of your
  death, to your estate, in a lump sum within thirty (30) calendar days after
  termination the unpaid portion of the Bonus Amount.
	 	 
	 	In
  the event of termination of this Agreement, including expiration, you also
  will be entitled to participate in, and be covered under, (which participation
  and coverage may include benefits for your spouse and qualified dependents)
  the health benefit plan of Harris, or its successor(s), until you become
  eligible for Medicare, provided that you pay 100% of the group plan premium
  cost incurred by Harris (or its successor(s)) for the coverage level you
  elect.  In the event of your death
  prior to your eligibility for Medicare, your spouse and dependents, if any,
  may continue their coverage under the health benefit plan of Harris until
  your spouse’s eligibility for Medicare, provided that they pay 100% of the
  group plan premium cost incurred by Harris. 
  The first 18 months, 29 months, or 36 months, as applicable, of
  continued coverage as described in this paragraph shall be considered COBRA
  coverage, as described in Title I, Part 6 of the Employee Retirement Income
  Security Act.  Once you or your spouse
  and dependents stop paying 100% of the group plan premium costs for the
  health benefit plan of Harris, you or your spouse and dependents will not be
  entitled to reenter such plan.  Harris
  makes no commitment or guarantee that, following your separation from
  employment from Harris, the benefits paid to you or your spouse or dependents
  or on your or their behalf from the health benefit plan of Harris will be
  excludable from your or their gross income for federal or state income tax
  purposes.
	 	 
	11.	In
  the event Harris terminates this Agreement under Paragraph 9 or if you
  terminate your employment with Harris other than under Paragraph 8, you shall
  be entitled to receive your unpaid salary, earned but unused vacation, and
  your benefits under all qualified and nonqualified retirement, pension,
  profit-sharing and similar plans in accordance with the terms of such plans
  during the Employment Period, to the extent such salary, earned but unused
  vacation, and benefits have accrued to the date of termination.  All other obligations of Harris under this
  Agreement shall cease on the date of termination and any unpaid portion of
  the Bonus Amount shall be forfeited.
	 	 
	12.	During
  the Employment Period and the Consulting Period, you will have access to,
  obtain, and may prepare “Confidential Information,” which is defined for
  purposes of this Agreement as information which Harris regards and treats as
  confidential and which is not generally known or accessible to competitors or
  other third parties not having a legitimate need to know, which has value to
  Harris and which, if disclosed, would result in competitive and business
  disadvantage to Harris and/or its 
  affiliates.  Such information
  includes but is not limited to the identities of actual or potential
  customers, their financial information and the services provided to them; new
  product and service offerings; financial information relating to Harris and
  its corporate affiliates; marketing strategies and plans; expansion,
  contraction or reorganization planning; personnel strategies, plans and data;
  legal matters; and internal investigations. 
  During the Employment Period and the Consulting Period and thereafter,
  you shall not disclose or cause to be disclosed any such Confidential
  Information except as may be necessary to perform your duties and as may be
  required by law.  Upon termination of
  your employment, you shall return to Harris all records, files, documents and
  materials (including computer hardware and software) you received during the
  Employment Period and/or the Consulting Period (except those setting forth
  your employee benefits) including but not limited to those containing
  Confidential Information.  Nothing
  herein is intended to limit Harris’ or your rights under any statute or the
  common law concerning the use and disclosure of confidential information and
  trade secrets.
	 	 
	13.	You
  shall keep the terms of this Employment and Consulting Services Agreement
  strictly confidential and you promise that neither you nor any of your
  representatives or agents shall disclose, either directly or indirectly, any
  information concerning this Agreement to anyone (except your counsel, tax
  advisors and immediate family) including, but not limited to, past, present
  or future employees of Harris, FNB, First National Bank of Joliet or any of
  their affiliates.
	 	 
	14.	You
  agree that during the Employment Period and the Consulting Period with Harris
  and for one (1) year following the termination of your employment or
  provision of consulting services, for any reason, you will not: (1) solicit,
  encourage or induce, either directly or indirectly, any customer of Harris to
  limit its relationship with Harris or its affiliates/subsidiaries; (2) assist,
  advise or counsel another financial institution, either directly or
  indirectly, to provide banking services to any customer of Harris; (3)
  provide or offer, either directly or indirectly, any banking services to any
  customer of Harris unless you are providing services for Harris; (4) disclose
  or make known to any other person or entity the names, addresses or telephone
  numbers of customers of Harris; or (5) call on or solicit for employment,
  either for yourself or for any other person or entity, any of Harris’
  employees.  This restriction concerns
  customers of Harris whom you learned of or developed leads regarding during
  your employment or provision of consulting services with Harris, or whom you
  serviced, had contact with, had responsibility for or had access to
  confidential information regarding during your employment with or the
  provision of consulting services to Harris.
	 	 
	15.	You
  acknowledge that you currently have or will learn or develop Confidential
  Information belonging to Harris, and that use or disclosure of this
  Confidential Information is likely if you were to compete with Harris.  You also acknowledge that entities which
  compete with Harris are those entities which provide banking services to
  persons or entities in the eight-county Chicagoland area.  Therefore, in order to protect Harris'
  Confidential Information and in consideration for the various benefits and
  payments provided hereinunder, you agree that during the Employment Period
  and the Consulting Period and for one (1) year following the termination of
  your employment or the provision of consulting services, for any reason, you
  will not, without Harris' prior written consent, accept a position with or
  provide consulting or other services to any person or entity, wherever
  located, that provides banking services in the eight-county Chicagoland area
  and you further agree that during this period you will not start, invest in,
  counsel or advise, directly or indirectly, with any such competing
  entity.  The eight-county Chicagoland
  area is defined as Cook, Lake, McHenry, DuPage, Kane, Kendall, Will and
  Grundy counties.  If this Agreement is
  terminated for any reason prior to (and including) the second anniversary of
  your Hire Date, you are subject to the non-compete provisions of this Paragraph
  15.  If this Agreement is terminated
  after the second anniversary of your Hire Date for any reason other than your
  voluntary termination, you are not subject to the non-compete provisions of
  this Paragraph 15.
	 	 
	16.	The
  existence of any cause of action you may have against Harris shall not
  constitute a defense to Harris’ enforcement of Paragraph 14 and Paragraph 15
  of this Agreement .
	 	 
	 	You
  agree that the duration and scope of the restrictive covenant provisions of
  Paragraph 14 and Paragraph 15 of this Agreement are reasonable and necessary
  to the effective conduct of Harris’ business and that, if any portion of the
  restrictive covenants are held to be unreasonable, arbitrary, or against
  public policy by any court or tribunal, the restrictive covenants shall be
  enforced against you for a shorter period of time as is determined by the
  tribunal to be reasonable, non-arbitrary, and not against public policy.
	 	 
	17.	In
  the event it should become necessary for Harris or you to retain the services
  of an attorney to enforce the terms of Paragraph 14 and Paragraph 15 of this
  Agreement or the confidentiality provisions of this Agreement, and the issue
  is decided by a court of law, the unprevailing party agrees to pay the costs
  of any legal proceedings and the prevailing party’s reasonable attorneys’
  fees including any attorneys’ fees and costs incurred as a result of
  appellate proceedings (regardless of the party initiating the appeal).
	 	 
	18.	The
  parties agree that any and all claims arising out of or relating to your
  employment or termination of employment or the provision or termination of
  consulting services or arising out of or relating to this Agreement or the
  termination of this Agreement shall be decided by final and binding
  arbitration, including without limitation any and all claims for wrongful
  discharge or age or other employment discrimination and any and all claims of
  violation of any federal, state or local statute, ordinance, rule or
  regulation provided, however the parties do not agree to arbitrate claims for
  worker’s compensation benefits; claims for unemployment compensation; claims
  based upon any employee pension, insurance or similar plan; and any claims
  under Paragraphs 14 and 15 of this Agreement.  Unless the parties agree otherwise, arbitration shall be
  conducted pursuant to the Employment Dispute Resolution Rules of the American
  Arbitration Association.
	 	 
	19.	You
  may not assign, pledge or encumber this Agreement or any other interest
  herein.
	 	 
	20.	This
  Agreement may not be modified or amended except by an instrument in writing
  signed by the parties hereto.  No term
  or condition of this Agreement shall be deemed to have been waived, nor shall
  there be any estoppel against the enforcement of any provision of this
  Agreement, except by estoppel.  No
  such written waiver shall be deemed a continuing waiver unless specifically
  stated therein, and each such waiver shall operate only as to the specific
  term or condition waived and shall not constitute a waiver of such term or
  condition for the future as to any act other than that specifically waived.
	 	 
	21.	This
  Agreement sets forth the entire agreement between you and Harris and Harris’
  affiliates as to your employment  and
  consulting relationship.  No amendment
  or modification shall be effective unless reduced to writing and signed by a
  duly authorized representative of the party to be bound thereby.  If, for any reason, any provision of this
  Agreement, or any part of any provision, is held invalid, such invalidity
  shall not affect any other provision of this Agreement or any part of such
  provision not held so invalid, and each such other provision and part thereof
  shall to the full extent consistent with law continue in full force and
  effect.
	 	 
	22.	This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of Illinois.  It is agreed
  that both parties participated in the negotiation and establishment of the
  terms set forth herein.
	 	 
	23.	You
  hereby agree that all prior written and oral agreements between you and FNB
  or First National Bank of Joliet including but not limited to, the Change of
  Control Agreement dated October 12, 2000 and any severance plans or
  agreements, are terminated upon the closing of Bank of Montreal’s acquisition
  of FNB and you waive any and all rights and benefits under those agreements.
	 	 
	24.	You
  agree that no portion of any payment under this Agreement, including the
  Sign-on Bonus and the Bonus Amount, or payments to or for your benefit under
  any other agreement or plan, shall be deemed to be an “Excess Parachute
  Payment” as defined in Section 280G of the Internal Revenue Code of l986, as
  amended (the “Code”).  It is agreed
  that the present value of the Sign-on Bonus and the Bonus Amount and any payments
  to you or for your benefit which are in the nature of compensation, receipt
  of which are contingent on Bank of Montreal’s acquisition of FNB 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 which
  Harris may pay without loss of deduction under Section 280G of the Code.  Present value for purposes of this
  Agreement shall be calculated in accordance with Section 280G of the Code.
  Within thirty (30) days of Harris’s notice to you that Harris believes that
  there is a payment or benefit due to you which will result in an Excess
  Parachute Payment as defined in Section 280G of the Code, you and Harris, at
  Harris’s expense, shall obtain the opinion of legal counsel and certified
  public accountants as you may choose (notwithstanding the fact that such
  persons have acted or may also be acting as legal counsel or certified public
  accountants for Harris) determining whether or not such payments are Excess
  Parachute Payments under Section 280G the Code.  In the event that such opinions determine that there would be
  such an Excess Parachute Payment, the payment hereunder or any other payment
  determined by such counsel and certified public accountants to be includable
  in Total Payments shall be modified, reduced, or eliminated as specified by
  you in writing delivered to Harris within 15 days of your receipt of such
  opinions or, if you fail to so notify Harris, then Harris shall make such
  determination so that there will be no Excess Parachute Payment.  The provisions of this Paragraph 24 shall
  be based upon the presumption that the compensation and benefits earned by
  you pursuant to Harris’s compensation program which would have been paid in
  any event, are reasonable compensation for services rendered, even though the
  timing of such payments relate to a change in control of FNB; provided,
  however, that in the event legal counsel and the certified public accountant
  so requests in connection with the opinion required by this Paragraph 24, you
  and Harris shall obtain, at Harris’s expense, and the legal counsel may rely
  on in providing the opinion, the advice of a firm of recognized executive
  compensation consultants as to the reasonableness of any item of compensation
  to be received by you.  In the event
  that the provisions of Section 280G and Section 4999 of the Code  are repealed without succession, this
  Paragraph 24 shall be of no further force or effect.
	 	 






We are delighted to have you join the
Harris family.  Please signify your
agreement with the terms of this letter by signing below.


Sincerely yours,


Harris Bank


	 	 
	By:

	Charles
  R. Tonge
   /s/  Charles R. Tonge



	Title:	Executive
  Vice President
	 	 	 
	Agreed:	 	 
	 	 	 
	   /s/ Kevin Reardon

	Dated:  March 1, 2001