Exhibit 10.3(a)
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS AGREEMENT entered into this 15th day of February, 2001, by and between
HEARTLAND  Community  Bank (the "Bank") and Vida H.  Lampkin  (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
Chairman of the Board 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 her 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
          -------------

     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",


<PAGE>

     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:

          (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 a subsidiary
     or 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) "Code  Sec.  280G  Maximum"  shall  mean  product of 2.99 and her "base
amount" as defined in Code Sec. 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 her  personal  residence,  or  perform  her  principal
executive  functions,

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<PAGE>

more than  thirty  (30)  miles  from her  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 her 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 her under this  Agreement;  (iv) the assignment to the Employee of duties and
responsibilities  materially  different from those normally  associated with her
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 her 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 her duties  hereunder  hazardous to her
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 considered "willful" unless she has acted, or failed to
act,  with an absence of good faith and  without a  reasonable  belief  that her
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 Chairman of the Board 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
        -------------------
of this  Agreement a salary at the rate of $114,150  per annum,  payable in cash
not less  frequently than monthly.  The Board shall review,  not less often than
annually,  the

                                      -3-
<PAGE>

rate of the Employee's salary, and in its sole discretion may decide to increase
her 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
             -------------------------------------------------------
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 she shall incur in connection  with her 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 twelve 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 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.

                                      -4-
<PAGE>
     7. Loyalty; Noncompetition.
        ------------------------

          (a)  During  the  period of her  employment  hereunder  and except for
     illnesses,  reasonable vacation periods,  and reasonable leaves of absence,
     the Employee shall devote all her full business time, attention, skill, and
     efforts to the  faithful  performance  of her 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 her 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
              -------------------------
     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 her 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 her to perform her 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 herself  voluntarily  from the  performance of her 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 her 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  herself  voluntarily  from the
     performance of her 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.

                                      -5-
<PAGE>

     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 her 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  her death
     occurred.

          (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  her 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 her 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, she shall furnish such information,  assistance and
     documents  so as to assist in the  continued  ongoing  business of the Bank
     and,  if able,  shall  make  herself  available  to the  Bank to  undertake
     reasonable  assignments consistent with her prior position and her 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  her  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 her 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,

                                      -6-
<PAGE>

          (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 Code Sec. 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 and 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,  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

                                      -7-
<PAGE>

     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  her
compensation,  vested  rights  and  employee  benefits  up to  the  date  of her
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
her  written  consent  and for any  reason  other  than Just  Cause  during  the
Protected Period.

     (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

                                      -8-
<PAGE>

          (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 Sec.  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  Sec.  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.

                                      -9-
<PAGE>

     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,  provided  that the Employee  obtains  either a written
settlement  or  a  final   judgement  by  a  court  of  competent   jurisdiction
substantially  in her 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 her 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 her death,  or (ii) the executors,  administrators,  or
other legal  representatives  of the Employee or her 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.


                                      -10-
<PAGE>

     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.

     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/ Cameron D. McKeel
----------------------                  ---------------------
Secretary                               Its President and Chief Executive
                                        Officer

WITNESS:


/s/ Glenda Wilkins                     /s/ Vida H. Lampkin
-----------------------                ----------------------
                                       Vida H. Lampkin

                                      -11-
<PAGE>

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                                     BETWEEN
                            HEARTLAND COMMUNITY BANK
                                       AND
                                 VIDA H. LAMPKIN


     WHEREAS,  on February 15, 2001,  Heartland  Community Bank (the "Bank") and
Vida H. Lampkin (the "Employee") entered into an employment  agreement that sets
forth the terms and conditions of the Employee's employment with the Bank; and

     WHEREAS, the Bank and the Employee desire to amend the employment agreement
to eliminate  employer-paid  long-term  paid  disability  insurance  and medical
insurance benefits for the Employee in the event of a "change-in-control" of the
Bank.

     NOW, THEREFORE,  pursuant to Section 17 of the Agreement,  the Agreement is
hereby amended on the date set forth below as follows:

     1.  Section  12(b) of the  Agreement  is amended  to delete  the  following
subparagraph:

         "(ii) pay for long-term disability insurance 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)."

     2. Nothing  contained herein shall be held to alter,  vary or affect any of
the terms,  provisions  or  conditions  of the  Agreement,  other than as stated
above.

     WHEREFORE,  on this 1st day of  October,  2003,  the Bank and the  Employee
hereby execute this Amendment to the Agreement.

ATTEST:                             HEARTLAND COMMUNITY BANK



/s/ Paula J. Bergstrom              By: /s/ Charles T. Black
-------------------------------         -------------------------------

WITNESS:                            VIDA H. LAMPKIN


/s/ Paula J. Bergstrom             /s/ Vida H. Lampkin
-------------------------------    ------------------------------------