EXHIBIT 10.2




EMPLOYMENT AGREEMENT






            THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 9th day
of September, 2003, by and between Hemlock Federal Financial Corporation (the "Company") and Michael R. Stevens
(the "Employee").




            WHEREAS, the Employee serves as the President of the Company and of the Company's wholly-owned
subsidiary, Hemlock Federal Bank for Savings (the "Bank");




            WHEREAS, the Employee has an existing employment agreement entered into as of March 31, 1997 (the "Prior
Employment Agreement") with the Bank which he is willing to terminate in consideration of this Agreement becoming
effective;




            WHEREAS, the board of directors of the Company (the "Board of Directors") believes it is in the best interests
of the Company and its subsidiaries for the Company to enter into this Agreement with the Employee in order to assure
continuity of management of the Company and its subsidiaries; and




            WHEREAS, the Board of Directors has approved and authorized the execution of this Agreement with the
Employee;




            NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the
parties herein, it is AGREED as follows:




            1.  Definitions.




                        (a)  The term "Change in Control" means (1) an event of a nature that (i) constitutes an acquisition of
control of the Bank or of a bank holding company (whether in mutual or stock form) of the Bank, including but not
limited to the Company (a "Holding Company") within the meaning of the Home Owners' Loan Act of 1933 and 12
C.F.R. Part 574 as in effect on the date hereof; or (ii) would be required to be reported in response to Item 1 of the
current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") if the Exchange Act were applicable to the Bank or a Holding Company; (2) any
person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Bank or a Holding Company
representing 25% or more of the Bank's or a Holding Company's outstanding securities; (3) individuals who are
members of the board of directors of the Bank or a Holding Company on the date hereof (the "Incumbent Board") cease
for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent
Board, or whose nomination for election by the Bank's or the Holding Company's stockholders (or members in the case
of a mutual holding company) was approved by the nominating committee serving under an Incumbent Board shall be
considered a member of the Incumbent Board; or (4) a reorganization, merger, or consolidation of the Bank or a Holding
Company or a similar transaction in which the Bank or a Holding Company is not the resulting entity or in which the
Bank or a Holding Company is the resulting entity but the stockholders of such entity immediately prior to such
transaction do not own at least 60% of the voting securities of such entity immediately following the completion of such
transaction; or (5) the sale of all or substantially all of the assets of the Bank or a Holding Company excluding transfers
to entities within a "controlled group of corporations" (as defined in Internal Revenue Code Section 1563) in which a
Holding Company is the parent corporation.  The term "Change in Control" shall not include a transaction that is part
of the Bank's reorganization to a holding company format, an acquisition of securities by an employee benefit plan of
the Bank or a Holding Company, or an acquisition of securities of a Holding Company or the Bank in consideration for
a contribution of capital to the Holding Company or the Bank.




                        (b)  The term "Consolidated Subsidiaries" means any subsidiary or subsidiaries of the Company (or its
successors) that are part of the consolidated group of the Company (or its successors) for federal income tax reporting.






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                        (c)  The term "Date of Termination" means the date upon which the Employee's employment with the
Company or the Bank or both ceases, as specified in a notice of termination pursuant to Section 8 of this Agreement.




                        (d)  The term "Effective Date" means September 9, 2003.




                        (e)  The term "Involuntarily Termination" means the termination of the employment of Employee (i) by
either the Company or the Bank or both without his express written consent; or (ii) by the Employee by reason of a
material diminution of or interference with his duties, responsibilities or benefits, including (without limitation) any of
the following actions unless consented to in writing by the Employee:  (1) a requirement that the Employee be based
at any place other than Oak Forest, Illinois or within 30 miles thereof, except for reasonable travel on Company or Bank
business; (2) a material demotion of the Employee; (3) a material reduction in the number or seniority of personnel
reporting to the Employee or a material reduction in the frequency with which, or in the nature of the matters with
respect to which such personnel are to report to the Employee, other than as part of a Bank- or Company-wide reduction
in staff; (4) a reduction in the Employee's salary or a material adverse change in the Employee's perquisites, benefits,
contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable effect to
all members of the senior management of the Bank or the Company; (5) a material permanent increase in the required
hours of work or the workload of the Employee; or (6) the failure of the Board of Directors (or a board of directors of
a successor of the Company) to elect him as President of the Company (or a successor of the Company) or any action
by the Board of Directors (or a board of directors of a successor of the Company) removing him from any of such office,
or the failure of the board of directors of the Bank (or any successor of the Bank)  to elect him as President of the Bank
(or any successor of the Bank) or any action by such board removing him from any of such office.  The term
"Involuntary Termination" does not include Termination for Cause or termination of employment due to permanent
disability pursuant to Section 7(g) of this Agreement, retirement, death or suspension or temporary or permanent
prohibition from participation in the conduct of the affairs of a depository institution under Section 8 of the Federal
Deposit Insurance Act.




                        (f)  The terms "Termination for Cause" and "Terminated for Cause" mean termination of the employment
of the Employee with either the Company or the Bank, as the case may be, because of the Employee's dishonesty,
incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule, or regulation (excluding violations which do not have an adverse affect
on the Company or the Bank) or final cease-and-desist order, or (except as provided below) material breach of any
provision of this Agreement.  No act or failure to act by the Employee shall be considered willful unless the Employee
acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was
in the best interest of the Company or the Bank.  The Employee shall not be deemed to have been Terminated for Cause
unless and until there shall have been 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 of Directors at a meeting of the Board duly called
and held for such 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), stating that in the good faith opinion of the Board of Directors
the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.




            2.  Term; Termination of Prior Employment Agreement.  The term of this Agreement shall be a period of three
years commencing on the Effective Date, subject to earlier termination as provided herein. Each day, the term of  this
Agreement shall be extended  for a period of one day  in addition  to the then-remaining term, provided that the
Company has not given notice to the Employee in writing at least 90 days prior to such anniversary that the term of this
Agreement shall not be extended further, and provided further that the Employee has not received an unsatisfactory
performance review by either the Board of Directors or the board of directors of the Bank.  The Employee's Prior
Employment Agreement shall terminate immediately prior to the Effective Date, with no obligation on the part of the
Company or the Bank to the Employee thereunder, subject to reinstatement of the Prior Employment Agreement as
provided in Section 16 below.




            3.  Employment.  The Employee is employed as the President of the Company and the Bank.  As such, the
Employee shall render administrative and management services as are customarily performed by persons situated in
similar executive capacities, and shall have such other powers and duties as the Board of Directors or the board of
directors of the Bank may prescribe from time to time.  The Employee shall also render




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 services to any subsidiary or
subsidiaries of the Company or the Bank as requested by the Company or the Bank from time to time consistent with
his executive position.  The Employee shall devote his best efforts and reasonable time and attention to the business and
affairs of the Company and the Bank to the extent necessary to discharge his responsibilities hereunder.  The Employee
may (i) serve on corporate or charitable boards or committees, and (ii) manage personal investments, so long as such
activities do not interfere materially with performance of his responsibilities hereunder. 




            4.  Cash Compensation.




                        (a)  Salary.  The Company agrees to pay the Employee during the term of this Agreement a base salary
(the "Company Salary") the annualized amount of which shall be not less than the annualized aggregate amount of the
Employee's base salary from the Company and any Consolidated Subsidiaries in effect at the Effective Date; provided
that any amounts of salary actually paid to the Employee by any Consolidated Subsidiaries shall reduce the amount to
be paid by the Company to the Employee.  The Company Salary shall be paid no less frequently than monthly and shall
be subject to customary tax withholding.  The amount of the Employee's Company Salary shall be increased (but shall
not be decreased other than as part of an overall program applied uniformly and with equitable effect to all members
of senior management of the Company or the Bank) from time to time in accordance with the amounts of salary
approved by the Board of Directors or the board of directors of any of the Consolidated Subsidiaries after the Effective
Date.




                        (b)  Bonuses.  The Employee shall be entitled to participate in an equitable manner with all other
executive officers of the Company and the Bank in such performance-based and discretionary bonuses, if any, as are
authorized and declared by the Board of Directors for executive officers of the Company and by the board of directors
of the Bank for executive officers of the Bank.




                        (c)  Expenses.  The Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Employee in performing services under this Agreement in accordance with the policies and
procedures applicable to the executive officers of the Company and the Bank, provided that the Employee accounts for
such expenses as required under such policies and procedures.




                        (d)  Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation
(including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Code) from
the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the
maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar
year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the
maximum allowable amount shall be mandatorily deferred (with interest thereon at an annual rate equal to the Federal
short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the
Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually),
to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts
and interest thereon, does not exceed the maximum allowable amount.  Subject to the foregoing, deferred amounts
including interest thereon shall be payable at the earliest time permissible.  All unpaid deferred amounts shall be paid
to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31st, in which
case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding
calendar year.  The provisions of this subsection shall survive any termination of the Employee's employment and any
termination of this Agreement.




            5.  Benefits.




                        (a)  Participation in Benefit Plans.  The Employee shall be entitled to participate, to the same extent as
executive officers of the Company and the Bank generally, in all plans of the Company and the Bank relating to pension,
retirement, thrift, profit-sharing, savings, group or other life insurance, hospitalization, medical and dental coverage,
travel and accident insurance, education, cash bonuses, and other retirement or employee benefits or combinations
thereof.  In addition, the Employee shall be entitled to be considered for benefits under all of the stock and stock option
related plans in which the Company's or the Bank's executive officers are eligible or become eligible to participate. 





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                        (b)  Fringe Benefits.  The Employee shall be eligible to participate in, and receive benefits under, any
other fringe benefit plans or perquisites which are or may become generally available to the Company's or the Bank's
executive officers, including but not limited to supplemental retirement, incentive compensation, supplemental medical
or life insurance plans, company cars, club dues, physical examinations, financial planning and tax preparation services.




            6.  Vacations; Leave.  The Employee shall be entitled to annual paid vacation in accordance with the policies
established by the Board of Directors and the board of directors of the Bank for executive officers, in no event less than
six weeks per year, and to voluntary leaves of absence, with or without pay, from time to time at such times and upon
such conditions as the Board of Directors may determine in its discretion.




            7.  Termination of Employment.




                        (a)  Involuntary Termination.  If the Employee experiences an Involuntary Termination, such termination
of employment shall be subject to the Company's obligations under this Section 7.  In the event of the Involuntary
Termination of the Employee, if the Employee has offered to continue to provide the services contemplated by and on
the terms provided in this Agreement and such offer has been declined, then, subject to Section 7(b) of this Agreement,
the Company shall, for a period of two years following the Date of Termination (the "Liquidated Damage Period"), as
damages for breach of contract  (i) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate
in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and
cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the
Employee from the Company and the Bank for the two full fiscal years preceding the Date of Termination; and (ii)
maintain for the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical,
dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the
Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had
not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of
coverage and deductibles and other costs to her,as in effect immediately prior to such Involuntary Termination (the
"Employee's Health Coverage").




                        (b)  Reduction of the Company's Obligations Under Section 7(a).  




                                    (1)  In the event that the Employee becomes entitled to liquidated damages pursuant to Section
7(a), (i) the Company's obligation thereunder with respect to cash damages shall be reduced by the amount of the
Employee's earned income within the meaning of 4,6 911(d)(2)(A) of the Code, if any, earned from providing personal
services during the Liquidated Damage Period; and (ii) the Company's obligation to maintain Health Coverage shall be
reduced to the extent, if any, that the Employee receives such benefits, on no less favorable terms, from another
employer during the Liquidated Damage Period.  To the extent the provisions of this Section 7(b)(1) are applicable and
an overpayment has been made to the Employee as of the expiration of Liquidated Damage Period, the Employee shall
reimburse the Company in an amount equal to the after tax benefit realized by the Employee from such overpayment
(i.e. amount realized net of all federal, state, local, employment and medicare taxes).  In making the reimbursement
calculation, it shall be presumed that the Employee is subject to the highest marginal federal and state income tax rates.




                                    (2)  The Employee agrees that in the event he becomes entitled to liquidated damages pursuant
to Section 7(a), throughout the Liquidated Damage Period, he shall promptly inform the Company of the nature and
amounts of earned income and the type of health benefits and coverage which he earns or receives from providing
personal services, and shall provide such documentation of such earned income and such health benefits and coverage
as the Company may request.  In the event of changes to such earned income or such health benefits or coverage from
time to time, the Employee shall inform the Company of such changes, in each case within ten days after the change
occurs, and shall provide such documentation concerning the change as the Company may request.




                        (c)   Change in Control; Cut Back; and Tax Gross Up.  In the event that the Employee experiences an
Involuntary Termination within the 12 months preceding, at the time of, or within 24 months following a Change in
Control, in addition to the Company's obligations under Section 7(a) of this Agreement, the Company shall pay to the
Employee in cash, within 30 days after the later of the date of such Change in Control or the Date of Termination, an
amount equal to 299% of the Employee's "base amount" as determined under Section 280G of the Code. 





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                        In the event that any payments, distributions or benefits provided or to be provided to the Employee,
whether pursuant to this Agreement or from other plans or arrangements maintained by the Company or any of the
Consolidated Subsidiaries (excluding the Gross Up Payment and Additional Gross Up Payment (as such terms are
hereinafter defined)) (collectively, the "Payment") would be subject to excise tax under Section 4999 of the Code (such
excise tax and any penalties and interest collectively, the "Penalty Tax"), the Company shall pay to the Employee in cash
an additional amount equal to the Adjusted Gross Up Payment.  The "Gross Up Payment" shall be an amount such that
after payment by the Employee of all federal, state, local, employment and medicare taxes thereon (and any penalties
and interest with respect thereto), the Employee retains on an after tax basis a portion of such amount equal to the
aggregate of 100% of the Penalty Tax imposed upon the Payment and 100% of the Penalty Tax imposed upon the
Adjusted Gross Up Payment. 




                        For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits
and deferred payments or benefits subject to the Penalty Tax shall be determined by the Company's independent auditors
in accordance with the principles of Section 280G(d)(3) and (4) of the Code.  In the event that, after the Gross Up
Payment is made, the Employee becomes entitled to receive a refund of any portion of the Penalty Tax, the Employee
shall promptly pay to the Company 100% of such Penalty Tax refund attributable to the Payment (together with 100%
of any interest paid or credited thereon by the Internal Revenue Service) and 100% of the Penalty Tax refund attributable
to the Gross Up Payment (together with 100% of any interest paid or credited thereon by the Internal Revenue Service).




                        As a result of the uncertainty regarding the application of Section 4999 of the Code, it is possible that
the Internal Revenue Service may assert that the Penalty Tax due is in excess of the amount of the anticipated Penalty
Tax used in calculating the Adjusted Gross Up Payment (such excess amount is hereafter referred to as the
"Underpayment").  In such event, the Company shall pay to the Employee, in immediately available funds, at the time
the Underpayment is assessed or otherwise determined, an additional amount equal to the Additional Gross Up Payment.
The "Additional Gross Up Payment" shall be an amount such that after payment by the Employee of all federal, state,
local, employment and medicare taxes thereon (and any penalties and interest with respect thereto), the Employee retains
on an after tax basis a portion of such amount equal to the aggregate of (i) 100% of the portion of the Underpayment
attributable to the Payment, (ii) 100% of the portion of the Underpayment attributable to the Adjusted Gross Up
Payment and (iii) 100% of the Penalty Tax imposed on the Additional Gross Up Payment.




                        (d)  Termination for Cause.  In the event of Termination for Cause, the Company shall have no further
obligation to the Employee under this Agreement after the Date of Termination other than deferred amounts under
Section 4(d).




                        (e)  Voluntary Termination.  The Employee may terminate his employment voluntarily at any time by
a notice pursuant to Section 8 of this Agreement.  In the event that the Employee voluntarily terminates his employment
other than by reason of any of the actions that constitute Involuntary Termination under Section 1(e)(ii) of this
Agreement ("Voluntary Termination"), the Company shall be obligated to the Employee for the amount of his Company
Salary and benefits only through the Date of Termination, at the time such payments are due, and the Company shall
have no further obligation to the Employee under this Agreement except as provided in Section 4(d).




                        (f)  Death.  In the event of the death of the Employee while employed  under this Agreement and prior
to any termination of employment, the Company shall pay to the Employee's estate, or such person as the Employee may
have previously designated in writing, (i) the Company Salary which was not previously paid to the Employee and the
Company Salary which he would have earned if he had continued to be employed under this Agreement through the
180th day after the date on which the Employee died; (ii) the amounts of any benefits or awards which, pursuant to the
terms of any applicable plan or plans, were earned with respect to the fiscal year in which the Employee died and which
the Employee would have been entitled to receive if he had continued to be employed, and the amount of any bonus or
incentive compensation for such fiscal year which the Employee would have been entitled to receive if he had continued
to be employed, pro-rated in accordance with the portion of the fiscal year prior to his death, provided that such amounts
shall be payable when and as ordinarily payable under the applicable plans; and (iii) the unpaid deferred amounts under
Section 4(d).    




                        (g)  Permanent Disability.  For purposes of this Agreement, the term "permanently disabled" means that
the Employee has a mental or physical infirmity which permanently impairs his ability to perform substantially his duties





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and responsibilities under this Agreement and which results in (i) eligibility of the Employee under the long-term
disability plan of the Company or the Bank, if any; or (ii) inability of the Employee to perform substantially his duties
and responsibilities under this Agreement for a period of 180 consecutive days.  Either the Company or the Bank or both
may terminate the employment of the Employee after having established that the Employee is permanently disabled.




                        (h)  Regulatory Action.  Notwithstanding any other provisions of this Agreement:




                                    (1)  If the Employee is removed and/or permanently prohibited from participating in the conduct
of the affairs of a depository institution by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act ("FDIA"), 12 U.S.C. § 1818(e)(4) and (g)(1), all obligations of the Company under this Agreement shall
terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected; and




                                    (2)  If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), all obligations of the
Company under this Agreement shall terminate as of the date of default, but this provision shall not affect any vested
rights of the contracting parties; and




            8.  Notice of Termination.  In the event that the Company or the Bank, or both, desire to terminate the
employment of the Employee during the term of this Agreement, the Company or the Bank, or both, shall deliver to the
Employee a written notice of termination, stating whether such termination constitutes Termination for Cause or
Involuntary Termination, setting forth in reasonable detail the facts and circumstances that are the basis for the
termination, and specifying the date upon which employment shall terminate, which date shall be at least 30 days after
the date upon which the notice is delivered, except in the case of Termination for Cause.  In the event that the Employee
determines in good faith that he has experienced an Involuntary Termination of his employment, he shall send a written
notice to the Company stating the circumstances that constitute such Involuntary Termination and the date upon which
his employment shall have ceased due to such Involuntary Termination.  In the event that the Employee desires to effect
a Voluntary Termination, he shall deliver a written notice to the Company, stating the date upon which employment shall
terminate, which date shall be at least 30 days after the date upon which the notice is delivered, unless the parties agree
to a date sooner.




            9.  Attorneys Fees.  The Company shall pay all legal fees and related expenses (including the costs of experts,
evidence and counsel) incurred by the Employee as a result of (i) the Employee's contesting or disputing any termination
of employment, or (ii) the Employee's seeking to obtain or enforce any right or benefit provided by this Agreement or
by any other plan or arrangement maintained by the Company (or its successors) or the Consolidated Subsidiaries under
which the Employee is or may be entitled to receive benefits; provided that the Company's obligation to pay such fees
and expenses is subject to the Employee's prevailing with respect to the matters in dispute in any action initiated by the
Employee or the Employee's having been determined to have acted reasonably and in good faith with respect to any
action initiated by the Company or the Bank.




            10.  Non-Disclosure and Non-Solicitation.  




                        (a)            Non-Disclosure.  The Employee acknowledges that he has acquired, and will continue to
acquire while employed by the Company and/or any Consolidated Subsidiary, special knowledge of the business, affairs,
strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and
which constitutes confidential and proprietary business information owned by the Company and the Consolidated
Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae,
processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the
Consolidated Subsidiaries,  and other information about the products and services offered or developed or planned to
be offered or developed by the Company and/or the Consolidated Subsidiaries ("Confidential Information").   The
Employee agrees that, without the prior written consent of the Company, he shall not, during  the term of his
employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any
person or entity other than the Company and the Consolidated Subsidiaries.  Notwithstanding the foregoing, if the
Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for
information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose
any Confidential Information the Employee shall provide the Company with prompt written notice of any such request
or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate




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remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or
other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose
Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the
Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information
which is legally required to be disclosed, provided that the Employee shall exercise his best efforts to preserve the
confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or
a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment
will be accorded the Confidential Information by such tribunal.  On the Date of Termination, the Employee shall
promptly deliver to the Company all copies of documents or other records (including without limitation electronic
records) containing any Confidential Information that are in his possession or under his control, and shall retain no
written or electronic record of any Confidential Information.




                        (b)            Non-Solicitation.  During the three year period next following the Date of Termination, the
Employee shall not directly or indirectly solicit, encourage, or induce any person while employed by the Company or
any Consolidated Subsidiary to (i) leave the Company or any Consolidated Subsidiary, (ii) cease employment with the
Company or any Consolidated Subsidiary or (iii) accept employment with another entity or person. 




            The provisions of this Section 10 shall survive any termination of the Employee's employment and any
termination of this Agreement.




            11.  No Assignments.




                        (a)  This Agreement is personal to each of the parties hereto, and neither party may assign or delegate
any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided,
however, that the Company shall require any successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) by an assumption agreement in form and substance satisfactory to the Employee, to
expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession or assignment had taken place.  Failure of the Company to obtain
such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this
Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on
the same terms as provided for an Involuntary Termination under Section 7 hereof.  For purposes of implementing the
provisions of this Section 11(a), the date on which any such succession becomes effective shall be deemed the Date of
Termination.




                        (b)  This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be
enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.  




            12.  Notice.  For the purposes of this Agreement, notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by
certified mail, return receipt requested, postage prepaid, to the Company at its home office, to the attention of the Board
of Directors with a copy to the Secretary of the Company, or, if to the Employee, to such home or other address as the
Employee has most recently provided in writing to the Company.




            13.  Amendments.  No amendments or additions to this Agreement shall be binding unless in writing and signed
by both parties, except as herein otherwise provided.




            14.  Headings.  The headings used in this Agreement are included solely for convenience and shall not affect,
or be used in connection with, the interpretation of this Agreement.




            15.  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.




            16.            Reinstatement of Prior Agreement.  Notwithstanding anything contained in this Agreement to the
contrary, the parties hereto agree that in the event a Change in Control as described in Section 1(a)(6) occurs within one




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year from the date of this Agreement (not the Effective Date), then in that event the Prior Agreement shall be reinstated
and this Agreement shall become void ab initio.




            17.  Governing Law. This Agreement shall be governed by the laws of the State of Illinois.




            18.  Arbitration.  Any dispute or controversy arising under or in connection with this Agreement (other than
relating to the enforcement of the provisions of Section 10) shall be settled exclusively by arbitration in accordance with
the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator's award in
any court having jurisdiction.




            19.  Equitable and Other Judicial Relief.  In the event of an actual or threatened breach by the Employee of any
of the provisions of Section 10, the Company shall be entitled to equitable relief in the form of an injunction from a
court of competent jurisdiction and such other equitable and legal relief as such court deems appropriate under the
circumstances.  The parties agree  that the Company shall not be required to post any bond in connection with the grant
or issuance of an injunction (preliminary, temporary and/or permanent) by a court of competent jurisdiction, and if a
bond is nevertheless required, the parties agree that it shall be in a nominal amount.  The parties further agree that in
the event of a breach by the Employee of any of the provisions of Section 10, the Company will suffer irreparable
damage and its remedy at law against the Employee is inadequate to compensate it for such damage.




            


            IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.




            THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.




	Attest:	HEMLOCK FEDERAL FINANCIAL CORPORATION
		
		
		
	/s/ Rosanne Pastorek-Belczak
	/s/ Maureen G. Partynski

	Secretary	By:  Maureen G. Partynski
		Its:  Chairman and Chief Executive Officer
		
		
		Employee
		
		
		
		/s/ Michael R. Stevens

		Michael R. Stevens

























8
End.