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                                 Exhibit 10.2.2

                 Third Amendment and Loan Modification Agreement
                  between Harrington Financial Group, Inc. and
                   Mark Twain Kansas City Bank, dated January
                    13, 1997 (modifies versions set forth in
                            Exhibits 10.2 and 10.2.1)
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                 THIRD AMENDMENT AND LOAN MODIFICATION AGREEMENT


         This Agreement ("Third Amendment") is entered into on January 13, 1997,
by and among MARK TWAIN KANSAS CITY BANK,  a Missouri  banking  association  and
successor-in-interest  to Mark  Twain  Kansas  Bank  ("Lender")  and  HARRINGTON
FINANCIAL GROUP,  INC.,  formerly known as Financial  Research  Corporation,  an
Indiana corporation ("Borrower").


                                    RECITALS

         A.  Borrower  is  presently  indebted  to Lender as  evidenced  by that
certain Second Amended and Restated Promissory Note, dated July 26, 1996, in the
original  maximum  principal amount of  $12,263,102.21,  executed by Borrower in
favor of Lender (the "Second Amended Note").

         B. The Second  Amended Note was issued  pursuant to that certain Second
Amendment  and Loan  Modification  Agreement,  dated July 26, 1996 (the  "Second
Amendment"),  among  Borrower  and Lender,  which  amended  that  certain  First
Amendment and Loan  Modification  Agreement  dated July 21, 1995 among Borrower,
Lender,  Smith Breeden Associates,  Inc., a Kansas  corporation,  and Douglas T.
Breeden (the "Amended Loan  Agreement")  and that certain Loan  Agreement  dated
April  14,  1994,   between  Borrower  and  Lender   (collectively,   the  "Loan
Agreement").  The Second  Amended Note, the Second  Amendment,  the Amended Loan
Agreement and the Loan Agreement are sometimes  collectively  referred to herein
as the "Loan Documents."

         C. The Loan  Documents  are secured by (i) a General  Pledge  Agreement
from Borrower,  pledging 100% of the outstanding  stock of Harrington  Bank, FSB
("Harrington") to Lender ("Pledge  Agreement");  (ii) a Security  Agreement from
Borrower  in favor of Lender  providing  a blanket  security  interest in all of
Borrower's assets ("Security Agreement");  (iii) an Assignment of Life Insurance
Policy,  dated July 21, 1995, on the life of Douglas T. Breeden in the amount of
$1,000,000  from Borrower  ("Breeden  Life Insurance  Assignment");  and (iv) an
Assignment of Life Insurance  Policy,  dated June 13, 1994, on the life of Craig
Cerny  in  the  amount  of  $250,000  from  Borrower   ("Cerny  Life   Insurance
Assignment").  The Pledge Agreement,  the Security  Agreement,  the Breeden Life
Insurance  Assignment and the Cerny Life Insurance  Assignment are  collectively
referred to as the "Security Documents."

         D. The outstanding  principal  balance of the Second Amended Note as of
the date hereof is $11,007,176.40.

         NOW, THEREFORE, the parties hereby agree as follows:

                  1. Conditions Precedent.  The modifications  described in this
         Third  Amendment and the  obligations of Lender set forth in this Third
         Amendment will not be effective  unless and until each of the following
         conditions precedent have been satisfied, in form, manner and substance
         satisfactory to Lender:

                           a.  Documents to be  Delivered.  Borrower  shall have
                  delivered or caused to be  delivered  to Lender the  following
                  documents,  all of which  shall be properly  completed,  fully
                  executed, and otherwise satisfactory to Lender:

                                    i. this Third Amendment;

                                    ii.   the   Third   Amended   and   Restated
                           Promissory  Notes  in the  form  attached  hereto  as
                           Exhibit "A" and Exhibit "B"  (collectively the "Third
                           Amended Note and individually the "Term Note" and the
                           "Capital Note," respectively");

                                    iii. a copy of  resolutions  of the Board of
                           Directors of Borrower,  duly adopted, which authorize
                           the execution, delivery and performance of this Third
                           Amendment and the Third  Amended  Note,  certified by
                           the Secretary of Borrower;

                                    iv. an incumbency  certificate,  executed by
                           the  Secretary of Borrower,  which shall  identify by
                           name and title and bear the  signatures of all of the
                           officers of Borrower executing this Amendment and the
                           Third Amended Note;

                                    v.  certificates  of corporate good standing
                           of Borrower  issued by the  Secretaries  of State for
                           the States of Indiana and Kansas;

                                    vi.  an  opinion  of  Borrower's   corporate
                           counsel,  in a form  satisfactory to Lender,  stating
                           the opinions set forth on Exhibit "C" hereto;

                           b. Transactional  Fees. Borrower hereby agrees to pay
                  upon  demand  any  and  all  reasonable  costs  and  expenses,
                  including,   but  not   limited   to,   attorneys   fees   and
                  disbursements,  incurred  by  Lender  in  connection  with the
                  negotiation  and  preparation of this Third  Amendment and all
                  other documents and instruments executed pursuant hereto;

    If all of the  above-described  conditions  precedent  are not  satisfied by
    January 15, 1997,  this Third Amendment shall be null and void, and the Loan
    Documents and Security Documents shall remain in full force and effect as if
    this Third Amendment shall have never been executed by the parties.

         2. Amendments to Loan  Agreement.  The Loan Agreement is hereby amended
as follows:

                  a.  Definitions.  Section  1 of the Loan  Agreement  is hereby
         amended to include the following:

                  "Advance"  means each of the advances  from Lender to Borrower
         under the Capital Note, on terms and subject to the  conditions of this
         Agreement, from time to time, prior to the Maturity Date, at such times
         and in such amounts as Borrower  shall  request up to but not exceeding
         the maximum principal amount of the Loan Commitment.

                  "Loan  Commitment" means the maximum principal amount that may
         be  outstanding  under the  Capital  Note,  equal in the amount of Five
         Million Dollars ($5,000,000).

                  b. Maximum  Facility.  Section  2.01 of the Loan  Agreement is
         hereby amended and restated in its entirety as follow:

         2.01 Maximum  Facility.  The total  principal  amount to be advanced by
Lender to  Borrower  under  this  Agreement  shall be  Fifteen  Million  Dollars
($15,000,000) (the "Loan Facility"). The Loan Facility shall be divided into two
loans, and evidenced by two Promissory Notes, as follows:

                  a. Term Loan. A $10,000,000  nonrevolving  loan which has been
         fully  funded  prior to the date of this  Third  Amendment  (the  "Term
         Loan")  and  evidenced  by that  certain  Promissory  Note of even date
         herewith in the original  principal  amount of  $10,000,000  (the "Term
         Note").

                  b. Capital  Loan. A $5,000,000  revolving  line of credit (the
         "Capital Loan") evidenced by that certain  Promissory Note of even date
         herewith in the original  principal  amount of $5,000,000 (the "Capital
         Note").  Lender,  in its  sole  discretion,  may  terminate  Borrower's
         ability to draw on the Capital Loan upon the occurrence of any Event of
         Default. All Advances under the Capital Loan must be contributed to the
         capital of Harrington or used to pay  debt-service  to Lender only (but
         shall not be used to pay  debt-service to any other  creditor).  Lender
         agrees,  on the terms and subject to the conditions of this  Agreement,
         to make Advances. At anytime the Borrower borrows the maximum principal
         amount  of the  Loan  Commitment  and  pays  to  Lender  on one or more
         occasions any part of the principal amount, including interest thereon,
         prior to the Maturity  Date,  then  Borrower,  subject to the terms and
         conditions  of this  Agreement  may  reborrow  an  amount  equal to the
         difference   between  (i)  the  Loan  Commitment  and  (ii)  Borrower's
         outstanding principal balance under the Capital Note after such payment
         or  payments.  In  no  event,  however,  shall  Borrower's  outstanding
         principal  balance  after  any  Advance  exceed  the  Loan  Commitment.
         Borrower shall notify Lender in writing by 11:00 a.m. (Central Standard
         Time) three (3)  business  days prior to the date  Borrower  desires to
         obtain an Advance,  specifying  the  aggregate  principal  amount to be
         advanced.  Lender shall disburse such Advance to an account established
         in Borrower's name or otherwise disburse any such Advance to or for the
         benefit or account of Borrower.  All  Advances  shall be charged to the
         loan account in Borrower's name on Lender's books.

                  c. Purpose.  Section 2.02 (b) of the Loan  Agreement is hereby
         deleted in its entirety.

                  d. Conditions of Advances Under Capital Loan.  Section 2.03 of
         the Loan Agreement is hereby deleted in its entirety.

                  e. Note.  Section 2.04 of the Loan Agreement is hereby amended
         and restated in its entirety as follows:

                           2.04 Note.  The Loan shall be evidenced by and repaid
                  in  accordance  with  two (2)  promissory  notes  in the  form
                  attached  hereto as Exhibit  "A", and  incorporated  herein by
                  this  reference  (as the same may from time to time be amended
                  or modified (the "Note").

                  f. Interest Rate. Section 2.05 of the Loan Agreement is hereby
         amended and restated in its entirety as follows:

         2.05 Interest Rate. The Loan outstanding  shall bear interest as of the
date hereof at a rate equal to the Base Rate, adjusted daily.

                  g.  Principal and Interest  Payments.  Section 2.06 (a) of the
         Loan  Agreement  is hereby  amended  and  restated  in its  entirety as
         follows:

                           (a) Beginning  March 1, 1997, and on the first day of
                  each quarter  thereafter  (June 1, September 1, December 1 and
                  March 1) Borrower  shall make quarterly  interest  payments to
                  Lender at the place designated in Section 2.09 hereof.

                  h. 2.07 Maturity  Date. The maturity date of the Loan shall be
         June 30,  2000 (the  "Maturity  Date").  The  rights of Lender  and the
         Obligations of Borrower shall nonetheless  survive the Maturity Date of
         the Loans and  continue  until all  amounts  due under the Note and all
         Obligations  of  Borrower to Lender  have been paid and  discharged  in
         full.

                  i. Limitation on Margin  Borrowings.  Section 6.01 of the Loan
         Agreement is hereby amended and restated in its entirety as follows:

                           6.01  Additional  Debt.  Issue  any  additional  debt
                  instrument,  borrow  any  monies  or  incur  any  Indebtedness
                  outside  the  ordinary  course of  business  other than margin
                  borrowings  of  50% or  less,  not to  exceed  $1,000,000,  to
                  purchase investment securities.

                  j.  Restriction  on  Dividends.   Section  6.03  of  the  Loan
         Agreement is hereby amended and restated in its entirety as follows:

                           6.03 Restriction on Dividends.  (i) Pay any dividends
                  or any  distributions  on stock in excess of 35% of Borrower's
                  average  consolidated  earnings  for  the  prior  four  fiscal
                  quarterly  periods  previous to the date on which the dividend
                  payment  is to be made  or  (ii)  without  the  prior  written
                  consent  of  Lender,  redeem  any  of  Borrower's  issued  and
                  outstanding stock.

                  k.  Restriction  on Business  Activities.  Section 6.05 of the
         Loan  Agreement  is hereby  amended  and  restated  in its  entirety as
         follows:

                           6.05 Change in Business Activity.  Borrower shall not
                  and shall not permit  Harrington  to change  (i) the  business
                  activities  which it is presently  conducting or (ii) its loan
                  portfolio mix to include  commercial real estate or commercial
                  and  industrial  loans  which in the  aggregate  exceed 10% of
                  Harrington's  assets without  Lender's prior written  consent.
                  Borrower  shall give  Lender 30 days prior  written  notice of
                  such change,  which shall  include a detailed  analysis of the
                  effect of any new activity or portfolio mix change on Borrower
                  and  Harrington.  If Borrower  desires to  establish a service
                  corporation to engage in a new business activity,  such notice
                  shall also include the resumes of the proposed  management  in
                  addition to the above-stated analysis.

                  l.   Restriction  on  Management   Agreements  and  Employment
         Contracts.  Section 6.11 of the Loan Agreement is hereby deleted in its
         entirety.

                  m. 7.02 Shares of Borrower. Section 7.02 of the Loan Agreement
         is hereby amended to delete in its entirety the second sentence of said
         section.

                  n. Events of Default.  Section  8.01 of the Loan  Agreement is
         hereby amended as follows:

                           i.  Subsections  (g),  (j),  (k) and  (l) are  hereby
                  deleted in their entirety;

                           ii.  Subsection (m) is hereby amended and restated as
                  follows:

                                    (m) Harrington  incurs a loss,  other than a
                           loss due solely to a change in accounting  principles
                           promulgated  under the Federal  Accounting  Standards
                           Board in two  quarterly  fiscal  periods  during  any
                           twelve-month rolling period which causes the ratio of
                           the total outstanding Loans to Harrington's net worth
                           to exceed .40; provided, however, that Borrower shall
                           have a 30-day grace period to cure any default  under
                           this Section 8.01(m).

                           iii. Subsection (w) is hereby amended and restated as
                  follows:

                                    (w) The occurrence of any material change in
                           Borrower  or  Harrington  which  Lender in good faith
                           determines will have a material adverse effect on the
                           business  prospects  of  Borrower  or  Harrington  or
                           Borrower's  ability to perform its obligations  under
                           any of the Loan Documents.

                  o.  Notices.  Section  9.05 of the Loan  Agreement  is  hereby
         amended and restated in its entirety as follows:

                           9.05 Notices. Any notice,  request,  demand, consent,
                  confirmation  or  other  communication  hereunder  shall be in
                  writing and delivered in person or sent by telegram, telex, or
                  by nationally recognized overnight delivery (including Fed X),
                  or registered or certified mail,  return receipt requested and
                  postage prepaid.



                      If to Borrower at:    Harrington Financial Group, Inc.
                                            7300 College Blvd., Suite 430
                                            Overland Park, KS  66210
                                            Attn:  Craig J. Cerny

                      With a copy to:       Elias, Matz, Tiernan &
                                              Herrick, L.L.P.
                                            734 15th St., N.W., 12th Floor
                                            Washington, DC  20005
                                            Attn:  Norman Antin, Esq.

                      If to Lender at:      Mark Twain Kansas City Bank
                                            6333 Long
                                            Shawnee, Kansas 66216
                                            Attn:  Mark Jorgenson

                      With a copy to:       Polsinelli, White, Vardeman
                                              & Shalton
                                            7500 College Blvd., Suite 750
                                            Overland Park, Kansas 66210
                                            Attn:  Frank P. Brady, Esq.

                           or  at  such  other   address  as  either  party  may
                  designate  as its  address  for  communications  hereunder  by
                  notice so given. Such notices shall be deemed effective on the
                  day on which  delivered or sent if delivered or sent in person
                  or  sent  by  telegram  or  telex,  or  nationally  recognized
                  overnight  delivery,  or on the third (3rd) Business Day after
                  the day on which  mailed,  if sent by  registered or certified
                  mail.

         3. No Default.  Borrower hereby  represents and warrants that it is not
in  default  under  any of the  terms or  provisions  of the Loan  Documents  or
Security Documents, and no "Event of Default" (as such term is defined in any of
the Loan  Documents),  nor any  condition,  event,  act or omission  which would
constitute, with notice, or the passage of time, or both, an "Event of Default,"
exits as of the date of this Third Amendment.

         4.  Due  Authorization,   Valid  and  Binding  on  Borrower.   Borrower
represents and warrants to Lender that the execution and delivery by Borrower of
this Third  Amendment and the Third Amended Note has been duly and properly made
and authorized,  and the Loan Documents and Security  Documents,  as modified by
this  Third  Amendment,  and the Third  Amended  Note  constitute  the valid and
binding obligations of Borrower, enforceable in accordance with their respective
terms.

         5.  Ratification  of Loan Documents.  Except as  specifically  modified
hereby,  the  Loan  Documents,  the  Security  Documents  and all of the  terms,
conditions,  and  covenants  contained  therein  shall  remain in full force and
effect,  and Borrower  hereby fully ratify and confirm such Loan  Documents  and
Security  Documents.  Without limiting the generality of the forgoing,  Borrower
(i) hereby  confirm  that the  Security  Documents  continue to secure the Third
Amended Note, the Loan  Agreement (as modified by this Third  Amendment) and the
other Security Documents,  and (ii) hereby ratifies and reaffirms, as if made on
the date of this Third  Amendment,  each of the  representations  and warranties
contained in the Loan Documents and the Security Documents.

         6. Release of Lender. Borrower for itself and for its heirs, executors,
successors and assigns,  hereby releases,  acquit and forever  discharges Lender
and all of Lender's stockholders,  directors,  officers,  employees,  agents and
representatives (collectively, the "Released Parties") from any and all actions,
causes  of  action,   claims,   counterclaims,   debts,  demands,   liabilities,
obligations,  and setoffs of any kind and  character,  whether known or unknown,
which arise out of acts or omissions of the Released  Parties prior to or on the
date hereof,  and relating in any manner whatsoever to Borrow-er's  dealings and
communications  with Lender,  the Loan Documents,  the Security Documents and/or
the negotiation and execution of this Third Amendment.

         7. Governing Law. This Third  Amendment shall be construed and enforced
in accordance with the laws of the State of Kansas.

         8. Defined Terms. Except as otherwise  specifically defined herein, all
capitalized  terms  shall have the same  meaning  given to such term in the Loan
Agreement.

         9. Entire  Agreement.  THE PARTIES AGREE THAT THIS ENTIRE  AGREEMENT IS
NONSTANDARD  AND CONTAINS  SUFFICIENT  SPACE FOR THE  PLACEMENT  OF  NONSTANDARD
TERMS.  THIS AGREEMENT (AND THE EXHIBITS AND SCHEDULES  ATTACHED HERETO) CONTAIN
ALL OF THE AGREEMENTS  AND IS INTENDED TO BE THE FINAL  EXPRESSION OF THE CREDIT
AGREEMENT OF BORROWER AND LENDER,  AND SUPERSEDES ANY AND ALL PRIOR  DISCUSSIONS
AND/OR AGREEMENTS  RELATIVE  THERETO.  THIS AGREEMENT MAY NOT BE CONTRADICTED BY
EVIDENCE OF ANY PRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS  ORAL CREDIT
AGREEMENT  BETWEEN BORROWER AND LENDER.  BORROWER AND LENDER HEREBY INITIAL THIS
PROVISION AS AN AFFIRMATION THAT NO UNWRITTEN,  ORAL CREDIT  AGREEMENTS  BETWEEN
THE PARTIES EXIST.

    Borrower's Initials /s/CJC

    Lender's Initials /s/MJ
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         IN WITNESS  WHEREOF,  the parties have executed this Third Amendment on
the day and year first above written.

         HARRINGTON  FINANCIAL  GROUP,  INC., an Indiana  corporation  (formerly
known as Financial Research Corporation)

                                                        By: /s/Craig J. Cerny
                                                            -----------------
                                                            Craig J. Cerny
                                                     Title: President



         MARK  TWAIN  KANSAS  CITY  BANK,  a Missouri  banking  association  and
successor in interest to Mark Twain Kansas Bank

                                                        By: /s/Mark Jorgenson
                                                            -----------------
                                                            Mark Jorgenson
                                                     Title: EVP