EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  entered  into this 20th day of June 2002,  by and  between
HEARTLAND  Community  Bank (the  "Bank") and Charles T. Black (the  "Employee"),
effective on the date (the "Effective Date") this agreement is executed.

     WHEREAS,  the  Employee  has  heretofore  been  employed by the Bank as its
Senior Vice President  Chief Lending Officer and is experienced in all phases of
the business of the Bank; and

     WHEREAS,  the Board of  Directors  of the Bank  believes  it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to his assigned duties; and

     WHEREAS,  the parties  desire by this  writing to set forth the  continuing
employment relationship of the Bank and the Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.   Defined Terms
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     When used anywhere in this  Agreement,  the following  terms shall have the
meaning set forth herein.

     (a)  "Affiliate"  shall  mean  any  "parent   corporation"  or  "subsidiary
corporation"  of the Bank,  as the terms are defined in Section  424(e) and (f),
respectively, of the Code.

     (b) When the Bank is in the  "mutual"  form of  organization,  a "Change in
Control" shall be deemed to have occurred if:

              (i) as a result of, or in  connection  with,  any exchange  offer,
     merger or other business combination, sale of assets or contested election,
     any combination of the foregoing transactions,  or any similar transaction,
     the  persons  who  were  non-employee  directors  of the Bank  before  such
     transaction cease to constitute a majority of the Board of Directors of the
     Bank or any successor to the Bank;

             (ii) the Bank transfers  substantially all of its assets to another
     corporation which is not an Affiliate of the Bank;

            (iii) the Bank sells substantially all of the assets of an Affiliate
     which  accounted  for  50%  or  more  of  the  controlled   group's  assets
     immediately prior to such sale;

             (iv) any  "person"  including a "group",  exclusive of the Board of
     Directors  of  the  Bank  or  any  committee  thereof,  is or  becomes  the
     "beneficial  owner",  directly  or  indirectly,  of  proxies  of  the  Bank
     representing twenty-five percent (25%) or more of the combined voting power
     of the Bank's members; or

            (v) the Bank is merged or consolidated with another corporation and,
     as a result of the merger or consolidation, less than seventy percent (70%)
     of  the  outstanding   proxies  relating  to  the  surviving  or  resulting
     corporation are given, in the aggregate, by the former members of the Bank.

     (c) If the  Bank is in the  "stock"  form of  organization,  a  "Change  in
Control" shall be deemed to have occurred if:

<PAGE>

             (i) as a result  of, or in  connection  with,  any  initial  public
     offering,  tender  offer  or  exchange  offer,  merger  or  other  business
     combination,  sale of assets or contested election,  any combination of the
     foregoing  transactions,  or any similar transaction,  the persons who were
     non-employee  directors  of the  Bank  before  such  transaction  cease  to
     constitute  a  majority  of the  Board  of  Directors  of the  Bank  or any
     successor to the Bank;

             (ii) the Bank transfers  substantially all of its assets to another
     corporation which is not an Affiliate of the Bank;

            (iii) the Bank sells substantially all of the assets of an Affiliate
     which  accounted  for  50%  or  more  of  the  controlled   group's  assets
     immediately prior to such sale;

            (iv) any "person"  including a "group" is or becomes the "beneficial
     owner",  directly or  indirectly,  of securities  of the Bank  representing
     twenty-five  percent  (25%)  or more of the  combined  voting  power of the
     Bank's outstanding securities (with the terms in quotation marks having the
     meaning set forth under the federal securities laws); or

            (v) the Bank is merged or consolidated with another corporation and,
     as a result of the merger or consolidation, less than seventy percent (70%)
     of  the  outstanding  voting  securities  of  the  surviving  or  resulting
     corporation  is owned in the  aggregate by the former  stockholders  of the
     Bank.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
                                                                ---
occur solely by reason of a transaction  in which the Bank converts to the stock
form of  organization,  or creates an independent  holding company in connection
therewith.

     (d) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and as interpreted  through  applicable rulings and regulations in
effect from time to time.

     (e) "Codes  Sec.  280G  Maximum"  shall mean  product of 2.99 and his "base
amount" as defined in Code ss.280G(b)(3).

     (f) "Good  Reason" shall mean any of the  following  events,  which has not
been  consented  to in advance by the Employee in writing:  (i) the  requirement
that  the  Employee  move his  personal  residence,  or  perform  his  principal
executive  functions,  more than thirty (30) miles from his primary office as of
the later of the Effective Date and the most recent voluntary  relocation by the
Employee;  (ii) a material  reduction in the Employee's base compensation  under
this Agreement as the same may be increased from time to time; (iii) the failure
by the Bank to continue to provide the Employee with  compensation  and benefits
provided under this Agreement as the same may be increased from time to time, or
with benefits  substantially  similar to those  provided to him under any of the
employee  benefit  plans  in which  the  Employee  now or  hereafter  becomes  a
participant,  or the taking of any action by the Bank which  would  directly  or
indirectly  reduce any of such  benefits or deprive the Employee of any material
fringe benefit enjoyed by him under this  Agreement;  (iv) the assignment to the
Employee of duties and responsibilities materially different from those normally
associated with his position; (v) a failure to reelect the Employee to the Board
of Directors  of the Bank,  if the Employee has served on such Board at any time
during the term of the Agreement; (vi) a material diminution or reduction in the
Employee's  responsibilities or authority (including reporting responsibilities)
in connection with his employment  with the Bank; or (vii) a material  reduction
in the secretarial or other administrative support of the Employee. In addition,
"Good Reason" shall mean an  impairment  of the  Employee's  health to an extent
that it makes  continued  performance of his duties  hereunder  hazardous to his
physical or mental health.

     (g) "Just Cause" shall mean, in the good faith  determination of the Bank's
Board of Directors,  the Employee's personal dishonesty,  incompetence,  willful
misconduct,  breach of fiduciary duty  involving  personal  profit,  intentional
failure  to  perform  stated  duties,  willful  violation  of any  law,  rule or
regulation  (other  than  traffic  violations  or  similar  offenses)  or  final
cease-and-desist  order,  or material breach of any provision of this Agreement.
The Employee shall have no right to receive  compensation  or other benefits for
any period after  termination  for Just Cause. No act, or failure to act, on the
Employee's part shall be

<PAGE>

considered  "willful"  unless he has 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 Bank.

     (h)  "Protected  Period"  shall mean the period that begins on the date one
year before the Change in Control and ends on the closing  date of the Change in
Control.

     (i) "Trust" shall mean a grantor trust that is designed in accordance  with
Revenue Procedure 92-64 and has a trustee independent of the Bank.

     2. Employment.  The Employee is employed as the Senior Vice President Chief
        ----------
Lending Officer of the Bank. The Employee shall render such  administrative  and
management  services  for  the  Bank  as  are  currently  rendered  and  as  are
customarily  performed by persons situated in a similar executive capacity.  The
Employee shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Bank. The Employee's other duties shall be
such as the Board of Directors  (the  "Board") of the Bank may from time to time
reasonably direct, including normal duties as an officer of the Bank.

     3. Base  Compensation.  The Bank agrees to pay the Employee during the term
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of this Agreement a salary at the rate of $95,000 per annum, payable in cash not
less  frequently  than  monthly.  The Board  shall  review,  not less often than
annually,  the rate of the  Employee's  salary,  and in its sole  discretion may
decide to increase his salary. Notwithstanding the foregoing, following a Change
in Control, the Board of Directors of the Bank shall continue to annually review
the rate of the Employee's  salary,  and shall increase said rate of salary by a
percentage  which is not less than the  average  annual  percentage  increase in
salary that the Employee  received  over the three  calendar  years  immediately
preceding the year in which the Change in Control occurs.

     4.  Discretionary  Bonuses.  The Employee shall participate in an equitable
         ----------------------
manner with all other senior  management  employees of the Bank in discretionary
bonuses  that  the  Board  may  award  from  time to time to the  Bank's  senior
management employees. No other compensation provided for in this Agreement shall
be  deemed  a  substitute  for  the  Employee's  right  to  participate  in such
discretionary  bonuses.  Notwithstanding  the  foregoing,  following a Change in
Control, the Employee shall receive  discretionary bonuses that are made no less
frequently  than,  and in annual  amounts  not less  than,  the  average  annual
discretionary  bonuses  paid to the Employee  during each of the three  calendar
years immediately preceding the year in which such Change in Control occurs.

     5. (a)  Participation  in Retirement,  Medical and Other Plans.  During the
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term of this  Agreement,  the Employee  shall be eligible to  participate in the
following benefit plans: group hospitalization, disability, health, dental, sick
leave, life insurance,  travel and/or accident  insurance,  auto  allowance/auto
lease,  retirement,  pension,  and/or other  present or future  qualified  plans
provided by the Bank,  generally  which benefits,  taken as a whole,  must be at
least as favorable as those in effect on the Effective Date.

     (b)  Employee  Benefits;  Expenses.  The  Employee  shall  be  eligible  to
          -----------------------------
participate  in any fringe  benefits  which are or may become  available  to the
Bank's senior management  employees,  including for example: any stock option or
incentive compensation plans, and any other benefits which are commensurate with
the  responsibilities  and functions to be performed by the Employee  under this
Agreement.  The Employee shall be reimbursed  for all  reasonable  out-of-pocket
business  expenses  which he shall incur in connection  with his services  under
this  Agreement  upon  substantiation  of such expenses in  accordance  with the
policies of the Bank.

     6. Term.  The Bank hereby  employs the  Employee,  and the Employee  hereby
        ----
accepts such employment under this Agreement,  for the period  commencing on the
Effective  Date and  ending 36 months  thereafter  (or such  earlier  date as is
determined  in  accordance  with  Section  9).  Additionally,   on  each  annual
anniversary  date from the Effective  Date,  the  Employee's  term of employment
shall be extended for an additional  one-year  period beyond the then  effective
expiration date provided the Board determines in a duly adopted  resolution that
the performance of the Employee has met the Board's  requirements and standards,
and that this  Agreement  shall be extended.  Only those members of the

<PAGE>

Board of Directors who have no personal  interest in this  Employment  Agreement
shall discuss and vote on the approval and subsequent review of this Agreement.

     7.   Loyalty; Noncompetition.
          -----------------------

          (a)  During  the  period of his  employment  hereunder  and except for
illnesses,  reasonable vacation periods,  and reasonable leaves of absence,  the
Employee shall devote all his full business time, attention,  skill, and efforts
to the faithful  performance of his duties hereunder;  provided,  however,  from
time to time,  Employee  may serve on the boards of  directors  of, and hold any
other  offices or  positions  in,  companies  or  organizations,  which will not
present any  conflict of interest  with the Bank or any of its  subsidiaries  or
affiliates,  or unfavorably affect the performance of Employee's duties pursuant
to this  Agreement,  or will not violate any  applicable  statute or regulation.
"Full business time" is hereby defined as that amount of time usually devoted to
like companies by similarly situated executive officers.  During the term of his
employment  under this Agreement,  the Employee shall not engage in any business
or activity  contrary to the business  affairs or  interests of the Bank,  or be
gainfully employed in any other position or job other than as provided above.

          (b) Permissible  Investments.  Nothing contained in this Section shall
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be deemed to  prevent  or limit the  Employee's  right to invest in the  capital
stock or other securities of any business  dissimilar from that of the Bank, or,
solely as a passive or minority investor, in any business.

     8. Standards. The Employee shall perform his duties under this Agreement in
        ---------
accordance with such  reasonable  standards as the Board may establish from time
to time.  The Bank will provide  Employee with the working  facilities and staff
customary for similar executives and necessary for him to perform his duties.

     9. Vacation and Sick Leave. At such reasonable  times as the Board shall in
        -----------------------
its discretion permit,  the Employee shall be entitled,  without loss of pay, to
absent himself  voluntarily  from the  performance of his employment  under this
Agreement, all such voluntary absences to count as vacation time, provided that:

          (a) The Employee shall be entitled to an annual vacation in accordance
with the policies that the Board periodically  establishes for senior management
employees of the Bank.

          (b) The Employee  shall not receive any additional  compensation  from
the Bank on account of his  failure to take a vacation  or sick  leave,  and the
Employee shall not accumulate unused vacation or sick leave from one fiscal year
to the next, except in either case to the extent authorized by the Board.

          (c) In addition to the aforesaid paid vacations, the Employee shall be
entitled without loss of pay, to absent himself voluntarily from the performance
of his employment with the Bank for such additional periods of time and for such
valid and  legitimate  reasons  as the Board  may in its  discretion  determine.
Further, the Board may grant to the Employee a leave or leaves of absence,  with
or without pay, at such time or times and upon such terms and conditions as such
Board in its discretion may determine.

          (d) In  addition,  the  Employee  shall be  entitled to an annual sick
leave benefit as established by the Board.

     10.  Termination and  Termination  Pay.  Subject to Section 12 hereof,  the
          ---------------------------------
Employee's   employment   hereunder  may  be  terminated   under  the  following
circumstances:

          (a)  Death.  The  Employee's  employment  under this  Agreement  shall
               -----
terminate upon his death during the term of this  Agreement,  in which event the
Employee's estate shall be entitled to receive the compensation due the Employee
through the last day of the calendar month in which his death occurred.

<PAGE>

          (b) Disability.  (1) The Bank may terminate the Employee's  employment
              ----------
after  having  established  the  Employee's  Disability.  For  purposes  of this
Agreement,  "Disability"  means a physical or mental infirmity which impairs the
Employee's ability to substantially  perform his duties under this Agreement and
which  results  in the  Employee  becoming  eligible  for  long-term  disability
benefits under the Bank's long-term disability plan (or, if the Bank has no such
plan in effect,  which impairs the Employee's  ability to substantially  perform
his  duties  under  this  Agreement  for a period of one  hundred  eighty  (180)
consecutive  days).  The  Employee  shall be  entitled to the  compensation  and
benefits provided for under this Agreement for (i) any period during the term of
this  Agreement  and prior to the  establishment  of the  Employee's  Disability
during  which  the  Employee  is unable  to work due to the  physical  or mental
infirmity,  or (ii) any period of  Disability  which is prior to the  Employee's
termination  of  employment  pursuant to this Section  10(b);  provided that any
benefits paid pursuant to the Bank's long term  disability plan will continue as
provided in such plan.

     (2) During any period that the Employee shall receive  disability  benefits
and to the extent that the Employee  shall be physically and mentally able to do
so, he shall furnish such information,  assistance and documents so as to assist
in the continued  ongoing  business of the Bank and, if able, shall make himself
available to the Bank to undertake  reasonable  assignments  consistent with his
prior  position  and his  physical  and  mental  health.  The Bank shall pay all
reasonable  expenses  incident to the performance of any assignment given to the
Employee during the disability period.

          (c) Just  Cause.  The Board may,  by written  notice to the  Employee,
              -----------
immediately  terminate his employment at any time, for Just Cause.  The Employee
shall have no right to receive  compensation  or other  benefits  for any period
after termination for Just Cause.

          (d) Without Just Cause;  Constructive Discharge. (1) The Board may, by
              -------------------------------------------
written notice to the Employee, immediately terminate his employment at any time
for a reason  other  than  Just  Cause,  in which  event the  Employee  shall be
entitled  to receive  the  following  compensation  and  benefits  (unless  such
termination  occurs during the Protected  Period in which event the benefits and
compensation provided for in Section 12 shall apply):

     (i) the salary provided  pursuant to Section 3 hereof, up to the expiration
     date of this Agreement  including any renewal term (the "Expiration Date"),
     plus said salary for an additional 12-month period,

     (ii) a put  option  meeting  the  requirements  set forth in  subsection  3
     hereof, provided that the Employee shall not be entitled to such put option
     if on the date the Employee terminates employment, either the Employee does
     not own any  common  stock of the Bank or an  affiliated  company,  or such
     common  stock  is  "readily  tradeable"  within  the  meaning  of  Cod  ss.
     401(a)(28)(C); and

     (iii) at the Employee's  election either (A) cash in an amount equal to the
     cost to the Employee of obtaining all health,  life,  disability  and other
     benefits  which the Employee  would have been  eligible to  participate  in
     through the  Expiration  Date based upon the benefit  levels  substantially
     equal to  those  that the Bank  provided  for the  Employee  at the date of
     termination  of employment or (B) continued  participation  under such Bank
     benefit  plans  through  the  Expiration  Date,  but only to the extent the
     Employee  continues  to qualify  for  participation  therein.  All  amounts
     payable  to the  Employee  shall be paid,  at the  option of the  Employee,
     either (I) in periodic payments through the Expiration Date, or (II) in one
     lump sum within ten (10) days of such termination.

     (2) The Employee shall be entitled to receive the compensation and benefits
payable  under  subsection  10(d)(1)  hereof  in the  event  that  the  Employee
voluntarily  terminates  employment  within 90 days of an event that constitutes
Good Reason,  (unless such  voluntary  termination  occurs  during the Protected
Period, in which event the benefits and compensation  provided for in Section 12
shall apply).

     (3) A put option deliverable to the Employee pursuant to this Section 10(d)
shall, at a minimum,  obligate the Bank and any successor to purchase any shares
of its common  stock are the common  stock of any  affiliated  company  that the
Employee owns on the date of terminating employment.  The terms of such purchase
shall be set forth in a written  instrument  prepared  and executed by the Bank,

<PAGE>

     and shall require that (i) the purchase price be no less than the appraised
value of such stock, determined in accordance with Code Sec.  401(a)(28)(C),  by
an appraiser  mutually  agreed upon by the Employee and the Bank, as of the last
day of the fiscal year in which the Employee's employment  terminates,  and (ii)
the Bank make such payment as soon as  practicable  after the Bank receives said
appraisal.

          (e)  Termination or Suspension  Under Federal Law. (1) If the Employee
               --------------------------------------------
is removed and/or  permanently  prohibited from  participating in the conduct of
the Bank's affairs by an order issued under  Sections  8(e)(4) or 8(g)(1) of the
Federal Deposit  Insurance Act ("FDIA") (12 U.S.C.  1818(e)(4) and (g)(1)),  all
obligations  of  the  Bank  under  this  Agreement  shall  terminate,  as of the
effective  date of the order,  but  vested  rights of the  parties  shall not be
affected.

          (1) If the Bank is in default (as defined in Section 3(x)(1) of FDIA),
all obligations  under this Agreement shall terminate as of the date of default;
however, this Paragraph shall not affect the vested rights of the parties.

          (2) All obligations  under this Agreement shall  terminate,  except to
the extent that  continuation  of this  Agreement is necessary for the continued
operation of the Bank:  (i) by the Director of the Office of Thrift  Supervision
("Director  of  OTS"),  or his or her  designee,  at the time  that the  Federal
Deposit  Insurance  Corporation  ("FDIC") or the  Resolution  Trust  Corporation
enters into an agreement to provide assistance to or on behalf of the Bank under
the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound condition. Such action shall not affect any vested
rights of the parties.

          (3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12
U.S.C.  1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee
from participating in the conduct of the Bank's affairs,  the Bank's obligations
under this Agreement  shall be suspended as of the date of such service,  unless
stayed by appropriate  proceedings.  If the charges in the notice are dismissed,
the  Bank  may in its  discretion  (i)  pay  the  Employee  all or  part  of the
compensation  withheld while its contract  obligations were suspended,  and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.

          (4) Any payments made to the Employee  pursuant to this Agreement,  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder.

          (f) Voluntary  Termination by Employee.  Subject to Section 12 hereof,
              ----------------------------------
the Employee may voluntarily  terminate employment with the Bank during the term
of this  Agreement,  upon at least ninety (90) days' prior written notice to the
Board  of  Directors,  in  which  case  the  Employee  shall  receive  only  his
compensation,  vested  rights  and  employee  benefits  up to  the  date  of his
termination  (unless such termination occurs pursuant to Section 10(d)(2) hereof
or within  the  Protected  Period in  Section  12(a)  hereof in which  event the
benefits and  compensation  provided for in Sections 10(d) or 12, as applicable,
shall apply).

          11. No Mitigation.  The Employee shall not be required to mitigate the
              -------------
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

          12. Change in Control.
              -----------------

          (a)  Trigger  Events.  The  Employee  shall be entitled to collect the
severance  benefits set forth in  Subsection  (b) hereof in lieu of any benefits
under  Section 10 hereof in the event that (i) a Change in  Control  occurs,  or
(ii)  the  Bank  or  its  successor(s)  in  interest  terminate  the  Employee's
employment  without his written consent and for any reason other than Just Cause
during the Protected Period.

<PAGE>

          (b) Amount of Severance  Benefit.  If the Employee becomes entitled to
collect severance benefits pursuant to Section 12(a) hereof, the Bank shall:

              (i) pay the Employee a severance benefit  equal to the  difference
     between  the Code Sec.  280G  Maximum  and the sum of any other  "parachute
     payments" as defined under Code Sec.  280G(b)(2) that the Employee receives
     on account of the Change in Control, and

               (ii)  pay for  long-term  disability  and  provide  such  medical
     benefits as are  available to the Employee  under the  provisions of COBRA,
     for eighteen (18) months (or such longer period,  up to 24 months, if COBRA
     is amended).

     Said sum shall be paid in one lump sum within ten (10) days of the later of
the date of the Change in Control and the Employee's last day of employment with
the Bank, provided that the Employee may elect at any time on or before becoming
entitled  to  collect  benefits  hereunder,  to have  such  benefits  be paid in
substantially  equal  installments over a period of up to 10 years. In the event
that the Employee and the Bank jointly  agree that the Employee has collected an
amount  exceeding the Code 280G  Maximum,  the parties may agree in writing that
such excess shall be treated as a loan ab initio which the Employee  shall repay
                                       -- ------
to the Bank, on terms and conditions mutually agreeable to the parties, together
with  interest  at  the   applicable   federal  rate  provided  for  in  Section
7872(f)(2)(B) of the Code.

          (c) Funding of Grantor  Trust upon  Change in Control.  Not later than
ten  business  days after a Change in  Control,  the Bank shall (i) deposit in a
Trust an amount  equal to the Code  ss.280G  Maximum,  unless the  Employee  has
previously  provided a written release of any claims under this  Agreement,  and
(ii)  provide  the  trustee of the Trust with a written  direction  to hold said
amount and any investment return thereon in a segregated account for the benefit
of the Employee, and to follow the procedures set forth in the next paragraph as
to the  payment of such  amounts  from the Trust.  Upon the later of the Trust's
final  payment of all  amounts  due under the  following  paragraph  or the date
twelve months after the Change in Control, the trustee of the Trust shall pay to
the Bank the entire balance remaining in the segregated  account  maintained for
the benefit of the  Employee.  The  Employee  shall  thereafter  have no further
interest in the Trust.

          During the 12-consecutive  month period after a Change in Control, the
Employee may provide the trustee of the Trust with a written  notice  requesting
that the trustee pay to the Employee an amount designated in the notice as being
payable  pursuant to this Agreement.  Within three business days after receiving
said  notice,  the  trustee of the Trust  shall send a copy of the notice to the
Bank via overnight and registered  mail return receipt  requested.  On the tenth
(10th)  business day after  mailing said notice to the Bank,  the trustee of the
Trust  shall pay the  Employee  the amount  designated  therein  in  immediately
available  funds,  unless  prior  thereto the Bank  provides  the trustee with a
written  notice  directing the trustee to withhold  such payment.  In the latter
event,  the  trustee  shall  submit  the  dispute  to   non-appealable   binding
arbitration for a determination  of the amount payable to the Employee  pursuant
to this Agreement,  and the costs of such arbitration shall be paid by the Bank.
The  trustee  shall  choose  the  arbitrator  to settle  the  dispute,  and such
arbitrator  shall be bound by the  rules  of the  American  Arbitration  Bank in
making his  determination.  The parties  and the  trustee  shall be bound by the
results  of the  arbitration  and,  within  3 days of the  determination  by the
arbitrator, the trustee shall pay from the Trust the amounts required to be paid
to the Employee  and/or the Bank, and in no event shall the trustee be liable to
either party for making the payments as determined by the arbitrator.

     13.  Indemnification.  The Bank  agrees that its Bylaws  shall  continue to
          ---------------
provide for indemnification of directors,  officers, employees and agents of the
Bank,  including the Employee during the full term of this Agreement,  and to at
all times provide adequate insurance for such purposes.

     14.  Reimbursement  of Employee for Enforcement  Proceedings.  In the event
          -------------------------------------------------------
that any dispute  arises  between the  Employee  and the Bank as to the terms or
interpretation of this Agreement, whether instituted by formal legal proceedings
or otherwise, including any action that the Employee takes to defend against any
action taken by the Bank,  the Employee  shall be  reimbursed  for all costs and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings  or actions,

<PAGE>

provided  that the  Employee  obtains  either a  written  settlement  or a final
judgement by a court of competent jurisdiction  substantially in his favor. Such
reimbursement shall be paid within ten (10) days of Employee's furnishing to the
Bank  written  evidence,  which may be in the form,  among  other  things,  of a
cancelled check or receipt, of any costs or expenses incurred by the Employee.

     15. Federal Income Tax  Withholding.  The Bank may withhold all federal and
         -------------------------------
state  income or other taxes from any benefit  payable  under this  Agreement as
shall be required pursuant to any law or government regulation or ruling.


     16. Successors and Assigns.
         ----------------------

          (a) Bank. This Agreement shall not be assignable by the Bank, provided
              ----
that this  Agreement  shall  inure to the  benefit  of and be  binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets of the Bank.

          (b)  Employee.  Since  the  Bank is  contracting  for the  unique  and
               --------
personal skills of the Employee,  the Employee shall be precluded from assigning
or delegating his rights or duties hereunder without first obtaining the written
consent of the Bank;  provided,  however,  that nothing in this paragraph  shall
preclude (i) the Employee from  designating a beneficiary to receive any benefit
payable  hereunder  upon his death,  or (ii) the executors,  administrators,  or
other legal  representatives  of the Employee or his estate from  assigning  any
rights hereunder to the person or persons entitled thereunto.

          (c)  Attachment.  Except  as  required  by law,  no right  to  receive
               ----------
payments under this  Agreement  shall be subject to  anticipation,  commutation,
alienation, sale, assignment,  encumbrance,  charge, pledge, or hypothecation or
to exclusion,  attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary,  to effect any such action shall
be null, void and of no effect.

     17.  Amendments.  No  amendments  or additions to this  Agreement  shall be
          ----------
binding  unless  made in  writing  and signed by all of the  parties,  except as
herein otherwise specifically provided.

     18. Applicable Law. Except to the extent preempted by federal law, the laws
         --------------
of the State of Arkansas shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.

     19.  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.

<PAGE>

     20. Entire  Agreement.  This Agreement,  together with any understanding or
         -----------------
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire  agreement  between the parties hereto and shall  supersede any prior
agreement between the parties.


     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.


ATTEST:                              HEARTLAND Community Bank


/s/ Paula J. Bergstrom                By: /s/ Vida H. Lampkin
-----------------------------             --------------------------------------
Paula J. Bergstrom, Secretary             Vida H. Lampkin, Chairman of the Board





WITNESS:




/s/ Lisa B. Weaver                         /s/ Charles T. Black
-----------------------------             --------------------------------------
Lisa B. Weaver                            Charles T. Black