EXHIBIT 10.1
                                                                    ------------

                        DEFERRED COMPENSATION PLAN NO. 1
       Employment Agreement Deferring a Portion of Employee's Compensation

     THIS  AGREEMENT made  effective  this first day of January  1,2002,  by and
between Allied First Bank, a corporation  organized  under the laws of the State
of Illinois (the "Corporation"), and Kenneth L. Bertrand residing in the City of
St. Charles, Illinois (the "Employee").

     WITNESSETH THAT:

     In consideration of the agreements hereinafter contained the parties hereto
agree as follows:



     1. The Corporation agrees to employ the Employee and the Employee agrees to
serve  the  corporation  in such  capacity  as the  Board  of  Directors  of the
Corporation (the "Board") may designate from time to time,  beginning January 1,
2002 and continuing  until  terminated by either party on at least 90 days prior
written notice to the other.

     2. During the term of his employment,  the Employee shall devote all of his
time,  attention,  skill,  and efforts to the  performance of his duties for the
Corporation.

     3. The Corporation  shall pay the Employee  beginning  January 1, 2002, and
continuing  during the term of his  employment  hereunder  such  salary  payable
monthly  as the Board may from time to time  determine  together  with  deferred
compensation  payable as provided in paragraph 5 below,  unless forfeited by the
occurrence of any of the events of forfeiture specified in paragraph 7, below.

     4.

     (a)  The  Corporation  shall  credit  to  a  book  reserve  (the  "Deferred
          Compensation Account") established for this purpose,  $8,500.00 on the
          last day of January, 2002.

     (b)  Any such funds so credited to the Deferred Compensation Account may be
          kept in cash or  invested  and  reinvested  in mutual  funds,  stocks,
          bonds, securities, or any other assets as may be selected by the Board
          in its  discretion.  In the  exercise of the  foregoing  discretionary
          investment  powers, the Board may engage investment counsel and, if it
          so desires,  may delegate to such counsel full or limited authority to
          select the assets in which the funds are to be invested.

     (c)  The  Employee   agrees  on  behalf  of  himself  and  his   designated
          beneficiary  to assume all risk in  connection  with any  decrease  in
          value of the funds which are invested or which continue to be invested
          in accordance with the provisions of this Agreement.

     (d)  Title to and  beneficial  ownership  of any  assets,  whether  cash or
          investments  which the  Corporation  may earmark to pay the contingent
          deferred  compensation  hereunder,  shall at all  times  remain in the
          Corporation and the Employee and his


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          designated beneficiary shall not have any property interest whatsoever
          in any specific assets of the Corporation.

     5.  The  benefits  to be paid as  deferred  compensation  (unless  they are
forfeited  by the  occurrence  of any of the events of  forfeiture  specified in
paragraph 7, below) are as follows:

     (a)  If the Employee's  employment  hereunder is terminated on or after the
          Employee shall have reached the age of 65, the  Corporation  shall pay
          to him in 15 annual  installments  an amount  equal to the fair market
          value of the assets in the  Deferred  Compensation  Account as of such
          date.  Notwithstanding the foregoing,  the total amount payable to the
          Employee shall be appropriately increased or decreased as the case may
          be, but not more than  semi-annually,  to reflect the  appreciation or
          depreciation  in value and the net  income or loss on the funds  which
          remain invested in the Deferred  Compensation Account. If the Employee
          should  die on or after his 65th  birthday  and  before  the 15 annual
          payments  are made,  the unpaid  balance  will  continue to be paid in
          installments  for the unexpired  portion of such 15-year period to his
          designated beneficiary in the same manner as set forth above.

     (b)  If the  Employee's  employment  hereunder is terminated for any reason
          other than death and  disability  but before the  Employee  shall have
          reached  the age of 65, then the amount in the  Deferred  Compensation
          Account shall  continue to be invested or held in cash as the Board in
          its  discretion  may  determine  and no  payments  shall be until  the
          Employee shall have reached the age of 65 at which time payments shall
          be made in the same  manner  and to the same  extent  as set  forth in
          paragraph  5 (a),  above.  Notwithstanding  the  foregoing,  if before
          reaching age 65 the Employee  should die, or if before reaching age 65
          the Employee  should become  disabled,  then payments shall be made in
          the same  manner and to the same  extent as set forth in  paragraph  5
          (c), below.

     (c)  If the  Employee's  employment is terminated  because of disability or
          death  before  he has  reached  the age of 65,  and while he is in the
          employ of the Corporation,  then the Corporation  shall make 15 annual
          payments  to the  Employee  (in the  event of his  disability)  or his
          designated  beneficiary  (in the even of his death) in the same manner
          and to the same extent as provided in paragraph 5 (a), above.

     (d)  If both the Employee and his designated  beneficiary should die before
          a total of 15 annual  payments are made by the  Corporation,  then the
          remaining  value  of  the  Deferred   Compensation  Account  shall  be
          determined as of the date of the death of the  designated  beneficiary
          and  shall  be paid as  promptly  as  possible  in one lump sum to the
          estate of such designated beneficiary.

     (e)  The  beneficiary  referred to in this  paragraph  may be designated or
          changed by the Employee (without the consent of any prior beneficiary)
          on a form provided by the Corporation and delivered to the Corporation
          before his death. If no such  beneficiary  shall have been designated,
          or if no  designated  beneficiary  shall  survive  the  Employee,  the
          installment  payments  payable under  paragraph 5 (c),  above shall be
          payable to the Employee's estate.

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     (f)  The Employee  shall be deemed to have become  disabled for purposes of
          paragraph 5 (c), above if the Board shall find on the basis of medical
          evidence  satisfactory  to the  Board  that the  Employee  is  totally
          disabled,  mentally or physically, so as to be prevented from engaging
          in further employment by the Corporation and that such disability will
          be permanent and continuous during the remainder of his life.

     (g)  The Installment payments to be made to the Employee under paragraphs 5
          (a) and 5 (c), above shall commence on the first day of the month next
          following  the  date of the  termination  of his  employment,  and the
          installment payments to be made to the Employee under paragraph 5 (b),
          above shall  commence on the first day of the month next following the
          date on which the  Employee  shall  have  reached  the age of 65.  The
          installment  payments to be made to the designated  beneficiary  under
          the  provisions  of this  paragraph  5 shall  commence on a date to be
          selected  by the  Corporation  but within six months  from the date of
          death of the Employee.

     (h)  Notwithstanding  anything herein contained to the contrary,  the Board
          shall  have the right in its sole  discretion  to vary the  manner and
          time  of  making  the  installment   distributions  provided  in  this
          paragraph  and may  make  such  distributions  in lump  sums or over a
          shorter  or  longer  period  of time  than  15  years  as it may  find
          appropriate.

     6. Nothing  contained in this Agreement and no action taken pursuant to the
provisions of this  Agreement  shall create or be construed to create a trust of
any kind, or a fiduciary  relationship between the Corporation and the Employee,
his designated  beneficiary or any other person. Any funds which may be invested
under the provisions of this  Agreement  shall continue for all purposes to be a
part of the  general  funds of the  Corporation  and no  person  other  than the
Corporation  shall  be  virtue  of the  provisions  of this  Agreement  have any
interest  in such  funds.  To the  extent  that any  person  acquires a right to
receive payments from the Corporation under this agreement,  such right shall be
no greater than the right of any unsecured general creditor of the Corporation.

     7. Notwithstanding anything herein contained to the contrary, no payment of
any then  unpaid  installments  of deferred  compensation  shall be made and all
rights  under  the  Agreement  of  the  Employee,  his  designated  beneficiary,
executors of  administrators,  or any other person,  to receive payments thereof
shall be forfeited if either or both of the following events shall occur:

     (a)  The  Employee  shall  engage in any  activity or conduct  which in the
          opinion  of the  Board  is  inimical  to  the  best  interests  of the
          Corporation.

     (b)  After the Employee  ceases to be employed by the  Corporation he shall
          fail or refuse to provide advice and counsel to the  Corporation  when
          reasonably requested to do so.

     8. The right of the Employee or any other person to the payment of deferred
compensation  or other  benefits  under this  Agreement  shall not be  assigned,
transferred,  pledged or encumbered except by will or by the laws of descent and
distribution.


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     9. If the Board  shall find that any person to whom any  payment is payable
under this  Agreement  is unable to care for his  affairs  because of illness or
accident,  or is a minor, any payment due (unless a prior claim thereafter shall
have  been  made  by  a  duly  appointed  guardian,  committee  or  other  legal
representative)  may be paid to the spouse,  a child, a parent,  or a brother or
sister,  or to any person deemed by the Board to have incurred  expense for such
person  otherwise  entitled to payment,  in such manner and  proportions  as the
Board may  determine.  Any such  payment  shall be a complete  discharge  of the
liabilities of the Corporation under this agreement.

     10.  Nothing  contained  herein shall be construed as  conferring  upon the
Employee the right to continue in the employ of the  Corporation as an executive
or in any other capacity.

     11. Any deferred  compensation  payable under this  Agreement  shall not be
deemed salary or other compensation to the Employee for the purpose of computing
benefits to which he may be entitled under any pension plan or other arrangement
of the Corporation for the benefit of its employees.

     12. The Board shall have full power and authority to  interpret,  construe,
and administer this Agreement and the Board's  interpretations  and construction
thereof,  and  actions  thereunder,  including  any  valuation  of the  Deferred
Compensation  Account,  or the  amount or  recipient  of the  payment to be made
therefrom,  shall be binding and conclusive on all persons for all purposes.  No
member  of the  Board  shall be liable to any  person  for any  action  taken or
omitted  in  connection  with  the  interpretation  and  administration  of this
Agreement  unless  attributable  to his own willful  misconduct  or lack of good
faith.

     13. This  agreement  shall be binding  upon and inure to the benefit of the
Corporation,  its  successors  and  assigns,  and the  Employee  and his  heirs,
executors, administrators, and legal representatives.

     14. This  Agreement  shall be construed in accordance  with and governed by
the law of the State of Illinois.

     15. In WITNESS  WHEREOF,  the  Corporation  has caused this Agreement to be
executed by its duly authorized  officers and Employee has hereunto set his hand
and seal as of the date first above written.

                                         Corporation

                                         By:  /s/ John G. Maxwell, Jr.


                                         /s/ Kenneth L. Bertrand
                                         ---------------------------------------
                                         Kenneth L. Bertrand