CHANGE-IN-CONTROL PROTECTIVE AGREEMENT
                     --------------------------------------

THIS  AGREEMENT  entered  into this 23rd day of February,  1999,  by and between
HEARTLAND  COMMUNITY BANK (the  "Company") and SCOTT A. SWAIN (the  "Employee"),
effective on the date (the "Effective Date") this agreement is executed.

WHEREAS,  the Employee has recently been hired by the Company as an officer, and
the Company deems it to be in its best interest to enter into this  Agreement in
order to provide the Employee  with security in the event of a Change in Control
of the Company,  and thereby to  facilitate  his retention and ensure an orderly
transition following a Change in Control; and

WHEREAS,  the parties desire by this writing to set forth their understanding as
to their  respective  rights  and  obligations  in the event a Change in Control
occurs with respect to the Company.

NOW, THEREFORE, the undersigned parties AGREE as follows:

1.   Defined Terms
     -------------

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

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

     (b)  "Change in Control" shall be deemed to have occurred if:

          (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 Directors of the Company before
               such  transaction  cease to constitute a majority of the Board of
               Directors of the Company or any successor to the Company;

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

          (iii)the  Company  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 Company
               representing  twenty-five  percent  (25%) or more of the combined
               voting power of the

<PAGE>


               Company's  outstanding  securities  (with the terms in  quotation
               marks  having the meaning set forth under the federal  securities
               laws); or

          (v)  the Company 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 Company.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
     occur  solely by reason of a  transaction  in which the Company  creates an
     independent holding company in connection therewith.

     (c)  "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.

     (d)  "Code Section 280G  Maximum"  shall mean product of 2.99 and his "base
          amount" as defined in Code Section 280G(b)(3).

     (e)  "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 functions, more than thirty (30) miles from
               his primary office as of the date of the Change in Control;

          (ii) a material  reduction in the Employee's  base  compensation as in
               effect on the date of the Change in Control or as the same may be
               increased from time to time;

          (iii)the failure by the  Company to  continue to provide the  Employee
               with  compensation  and benefits  provided for on the date of the
               Change  in  Control,  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 Company which would  directly or indirectly  reduce
               any of such  benefits  or deprive the  Employee  of any  material
               fringe  benefit  enjoyed  by him at the  time  of the  Change  in
               Control;

          (iv) the  assignment  to the  Employee of duties and  responsibilities
               materially  different  from those  normally  associated  with his
               position;

          (v)  a  failure  to elect or  reelect  the  Employee  to the  Board of
               Directors  of the  Company,  if the  Employee  is serving on such
               Board on the date of the Change in Control;



                                       2
<PAGE>

          (vi) a   material   diminution   or   reduction   in  the   Employee's
               responsibilities     or    authority     (including     reporting
               responsibilities)  in  connection  with his  employment  with the
               Company; or

          (vii)a material  reduction in the secretarial or other  administrative
               support of the Employee.

     (f)  "Just  Cause"  shall  mean,  in the good  faith  determination  of the
          Company'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 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 Company.

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

     (h)  "Trust" shall mean a grantor trust designed in accordance with Revenue
          Procedure 92-64 and having a trustee independent of the Company.

2.   Trigger Events
     --------------

     The Employee shall be entitled to collect the severance  benefits set forth
     in Section 3 of this Agreement in the event that:

     (i)  a Change in Control occurs, or

     (ii) the Company or its  successor(s) in interest  terminate the Employee's
          employment  for any reason other than Just Cause during the  Protected
          Period.

3.   Amount of Severance Benefit
     ---------------------------

     If the Employee becomes entitled to collect severance  benefits pursuant to
     Section 2 hereof,  the Company  shall pay the Employee a severance  benefit
     equal to the  difference  between the Code Section 280G Maximum and the sum
     of any other "parachute  payments" as defined under Code Section 280G(b)(2)
     that the  Employee  receives on account of the Change in Control.  Said sum
     shall be paid in one (1) lump sum within ten (10) days of the later of


                                       3
<PAGE>

     the date of the Change in Control and the Employee's last day of employment
     with the  Company,  provided  that the  Employee  may  elect at any time or
     before  becoming  entitled  to  collect  benefits  hereunder,  to have such
     benefits be paid in substantially equal installments over a period of up to
     ten (10) years.

     In the event that the Employee and the Company  agree that the Employee has
     collected an amount  exceeding the Code Section 280G  Maximum,  the parties
     may jointly agree in writing that such excess shall be treated as a loan ab
     initio  which  the  Employee  shall  repay to the  Company,  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.


4.   Funding of Grantor Trust upon Change in Control
     -----------------------------------------------

     Not  later  than ten (10)  business  days  after a Change in  Control,  the
     Company shall

     (i)  deposit in a Trust an amount equal to the Code  Section 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 12 months after the Change in Control,  the
     trustee of the Trust shall pay to the Company 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 (3)
     business days after  receiving said notice,  the trustee of the Trust shall
     send a copy of the notice to the Company via overnight and registered  mail
     return receipt  requested.  On the tenth (10th)  business day after mailing
     said notice to the Company, the trustee of the Trust shall pay the Employee
     the amount designated therein in immediately  available funds, unless prior
     thereto the Company  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 Company.
     The trustee  shall choose the  arbitrator  to settle the dispute,  and such
     arbitrator  shall  be  bound  by  the  rules  of the  American  Arbitration
     Association in making his determination.  The parties and the trustee shall
     be bound by the results of the  arbitration  and,  within three (3) days of
     the


                                       4
<PAGE>

     determination  by the arbitrator,  the trustee shall pay from the Trust the
     amounts  required to be paid to the Employee and/or the Company,  and in no
     event shall the trustee be liable to either  party for making the  payments
     as determined by the arbitrator.


5.   Term of the Agreement
     ---------------------

     This  Agreement  shall  remain in effect for the period  commencing  on the
     Effective Date and ending on the earlier of

     (i)  the date 36 months after the Effective Date, and

     (ii) the date on which the Employee terminates employment with the Company;

     provided that the Employee's rights hereunder shall continue  following the
     termination  of  this   employment  with  the  Company  under  any  of  the
     circumstances described in Section 2 hereof.  Additionally,  on each annual
     anniversary  date from the Effective Date, the term of this Agreement shall
     be extended for an additional  one-year  period  beyond the then  effective
     expiration  date provided the Board of Directors of the Company  determines
     in a duly adopted  resolution  that the performance of the Employee has met
     the  requirements  and standards of the  respective  Boards,  and that this
     Agreement shall be extended.


6.   Termination or Suspension Under Federal Law
     -------------------------------------------

     (a)  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.

     (b)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
          participating  in the  conduct  of the  Company'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)  or  (g)(1)),   all
          obligations of the Company under this Agreement shall terminate, as of
          the effective date of the order,  but the vested rights of the parties
          shall not be affected.

     (c)  If the Company 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.

     (d)  All obligations  under this Agreement shall  terminate,  except to the
          extent  that  continuation  of this  Agreement  is  necessary  for the
          continued operation of the Company:

          (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


                                       5
<PAGE>

               Corporation  ("FDIC") or the Resolution Trust Corporation  enters
               into an  agreement to provide  assistance  to or on behalf of the
               Company 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 Company or when the Company 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.

     (e)  If a notice  served  under  Section  8(e)(3) or (g)(1) of the FDIA (12
          U.S.C.  1818(e)(3) and (g)(1)) suspends and/or  temporarily  prohibits
          the  Employee  from  participating  in the  conduct  of the  Company's
          affairs,  the  Company'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 Company
          shall

          (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.


7.   Expense Reimbursement
     ---------------------

     In the event that any dispute  arises  between the Employee and the Company
     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 enforce the terms of this Agreement or to defend against
     any action taken by the Company,  the Employee  shall be reimbursed for all
     costs and expenses, including reasonable attorneys' fees, arising from such
     dispute,  proceedings or actions, provided that the Employee shall obtain a
     final  judgement  in  favor  of  the  Employee  in  a  court  of  competent
     jurisdiction  or in  binding  arbitration  under the rules of the  American
     Arbitration  Association.  Such reimbursement shall be paid within ten (10)
     days of Employee's furnishing to the Company 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.


8.   Successors and Assigns
     ----------------------

     (a)  This  Agreement  shall inure to the benefit of and be binding upon any
          corporate  or other  successor  of the Company  which  shall  acquire,
          directly  to  indirectly,  by  merger,   consolidation,   purchase  or
          otherwise,  all or  substantially  all of the  assets  or stock of the
          Company.

                                       6
<PAGE>

     (b)  Since the Company 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 Company.

9.   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.


10.  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.


11.  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.


12.  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.

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
----------------------                           -------------------
Secretary                                        Its Chairman of the Board

WITNESS:


/s/ Cameron D. McKeel                       /s/ Scott A. Swain
---------------------                       ------------------
                                            Scott A. Swain