Prepared by MerrillDirect





Exhibit
10.4


 


March
1, 2001


 


Personal
and Confidential

Directors
Emeritus

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 emeritus 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 emeritus 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 emeritus
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
emeritus 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 emeritus, 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 emeritus of FNBJ under any policy or agreement currently in effect for
the remainder of your tenure.


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


             4. 
Bankmont agrees to retain each of you as a director emeritus of FNBJ for
as long as you care to serve (subject to FNBJ’s current retirement policy for
directors emeritus); provided
that you have properly performed your duties and Bankmont is not precluded from
retaining you 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/
  Watson A. Healy


	 	/s/
  Harvey J. Lewis



	 	Watson
  A. Healy	 	Harvey
  J. Lewis
	 	 	 	 
	 	 	 	 
	 	/s/
  Paul A. Lambrecht


	 	 
	 	Paul A. Lambrecht