Prepared by MerrillDirect





Exhibit
10.3


March
1, 2001


 


Personal and Confidential

Board of
Directors

First National Bank of Joliet

78 North Chicago Street

Joliet, Illinois 60431


Gentlemen:


             As
you know, Bank of Montreal (“BMO”),
Bankmont Financial Corp. (“Bankmont”)
and First National Bancorp, Inc. (“FNB”)
intend to enter into an Agreement and Plan of Merger (the “Agreement”) whereby FNB will merge with
and into Bankmont (the “Merger”).  We are writing this letter because each of
you is currently a director of First National Bank of Joliet (“FNBJ”) and, in view of your standing in
the community, your expertise, and your knowledge concerning FNBJ and its
business it is important to us that we have the benefit of your counsel going
forward and, therefore, we would like to retain each of you as a director of
FNBJ, subject to the terms and conditions set forth herein, in the event the
Merger is consummated.


             1.  Bankmont agrees to pay each of you, in
addition to any compensation that you are entitled to receive annually or per
meeting as a director under any compensation policy or agreement currently in
effect, a one time bonus in the amount of $120,000 (the “Bonus”) in lieu of any “change of control”
payment that you are otherwise entitled to receive pursuant to the terms of any
policy or agreement currently in effect with FNB and/or FNBJ.  The Bonus will be payable in two (2) equal
installments of $60,000.  The first
installment payment will be payable on the six (6) month anniversary of the
effective date of the Merger and the second installment payment will be payable
on the one (1) year anniversary of the effective date of the Merger provided
that you have not resigned as a director of FNBJ prior to the time any such
payment is due you.  Notwithstanding the
foregoing, if at any time prior to the one (1) year anniversary of the
effective date of the Merger you (i) resign pursuant to the mandatory
retirement policy or agreement currently in effect, (ii) die, or (iii) become
disabled such that you are unable to fulfill your duties as a director,
Bankmont will remain obligated to pay the Bonus to you, or your estate or
guardian, as the case may be, pursuant to the aforementioned terms.  If you accept the terms of this letter, any
such “change of control” provision in any policy or agreement will become null
and void upon the execution of this letter.


             2.  Except as otherwise provided herein,
Bankmont agrees that it will not reduce the amount of compensation that each of
you is entitled to receive as a director of FNBJ under any policy or agreement
currently in effect for at least three (3) years from the effective date of the
Merger.


             3.  Bankmont agrees that it will adopt or retain
any policy or agreement currently in effect regarding mandatory retirement age
for directors of FNBJ’s board of directors.


             4.  Bankmont agrees to retain each of you as a
director of FNBJ for as long as you care to serve (subject to FNBJ’s current
retirement policy); provided that
you have properly performed your duties as a director and Bankmont is not
precluded from retaining you as a director pursuant to any law, rule or
regulation, or requested to remove you by any regulatory agency.


             If
you are in agreement with the terms set forth herein, please sign this letter
below and return it to us at your earliest convenience.


             Please
note, this letter may be executed in two or more counterparts, each of which
shall be deemed to constitute one original, but all of which together shall
constitute one and the same instrument.


 


	 	 	 	Sincerely,
	 	 	 	 
	 	 	 	/s/   Paul V. Reagan
	 	 	 	 
	 	 	 	Bankmont
  Financial Corp.
	 	 	 	 
	 	 	 	 
	 	/s/   George H. Buck

	 	/s/   Michael C. Reardon


	 	George
  H. Buck	 	Michael
  C. Reardon
	 	 	 	 
	 	/s/   Walter F. Nolan

	 	/s/   Charles R. Peyla


	 	Walter
  F. Nolan	 	Charles
  R. Peyla
	 	 	 	 
	 	/s/   Albert G. D’Ottavio

	 	/s/   Sheldon C. Bell


	 	Albert
  G. D’Ottavio	 	Sheldon
  C. Bell
	 	 	 	 
	 	/s/   Louis R. Peyla

	 	/s/   Howard E. Reeves


	 	Louis
  R. Peyla	 	Howard
  E. Reeves
	 	 	 	 
	 	/s/   Kevin T. Reardon

	 	 
	 	Kevin
  T. Reardon