Exhibit 10.8

EMPLOYMENT AGREEMENT

THIS AGREEMENT entered into this 23rd day of October, 1998, among First 
Federal Savings and Loan Association of Bloomington (the 'Association'), Eagle 
BancGroup, Inc. (the 'Holding Company') and Donald L. Fernandes (the 
'Employee'). 

	WHEREAS, the Employee has heretofore been employed by the Association as 
President and Chief Executive Officer and is experienced in all phases of the 
business of the Association; and

	WHEREAS, the parties desire by this writing to set forth the continued 
employment relationship of the Employee;

	NOW THEREFORE, it is AGREED as follows:

1. Employment.  The Employee is employed as the President and Chief 
Executive Officer of the Association and the Holding Company.  The 
Employee shall render administrative and management services to 
the Association and the Holding Company such as are customarily 
performed by persons situated in a similar executive capacity.  He 
shall also promote, by entertainment or otherwise, as and to the 
extent permitted by law, the business of the Association and the 
Holding Company.  The Employee's other duties shall be such as the 
Board of Directors of the Association and the Holding Company may 
from time to time reasonably direct, including normal duties as an 
officer of the Association and the Holding Company.

2. Base Compensation.  The Association and the Holding Company agree 
to pay the Employee during the term of this Agreement a salary at 
                                  -Page 58-
the rate of $110,000 per annum, payable in cash not less frequently than twice 
monthly.  Such rate of salary, if any as the case may be, shall be reviewed by 
the Board of Directors of the Association and the Holding Company no less 
often than annually.  Any increase in the Employee's rate of salary shall have 
the effect of amending this Section 2 to provide that the Employee's Base 
Compensation shall equal such increased rate of salary.

3. Discretionary Bonuses.  The Employee shall be entitled to 
participate in an equitable manner with all other key management 
personnel of the Association and the Holding Company in 
discretionary bonuses authorized and declared by the Board of 
Directors of the Association and the Holding Company to its key 
management employees.  No other compensation provided for in this 
Agreement shall be deemed a substitute for the Employees right to 
participate in such discretionary bonuses when and as declared by 
the Board of Directors of the Association and the Holding Company.   
Any such bonus shall take into account the Association's and the 
Holding Company's current financial condition, operations and the 
Board of Directors' evaluation of the performance of the Employee.

4. (a)	Participation in Retirement and Medical Plans.  The Employee 
shall be entitled to participate in any plan of the Association 
and the Holding Company relating to pension, profit-sharing, or 
other retirement benefits and medical coverage or reimbursement 
plans that the Association and the Holding Company may adopt for 
the benefit of its employees.

(b)	Employee Benefits; Expenses.  The Employee shall be eligible 
to participate in any fringe benefits that may be or become 
applicable to the Association's and the Holding Company's 
executive employees, including participation in a stock 
option or incentive plan adopted by the Board of Directors, 
and any other benefits that are commensurate with the 
responsibilities and functions to be performed by the 
Employee under this Agreement.  The Association and the 
Holding Company shall reimburse Employee for all reasonable, 
ordinary and necessary out-of-pocket expenses that Employee 
shall incur in connection with his services for the 
Association and the Holding Company.

5. Term.  The term of employment under this Agreement shall be for a 
36 month period commencing October 23, 1998 and ending October 31, 
2001.  The said 36 month period of employment may be extended for 
an additional 12 full calendar months by action of the Board of 
Directors of the Association and the Holding Company sixty (60) 
days prior to October 31 2001, and 60 days prior to each 
succeeding October 31 thereafter, respectively.

6. Loyalty; Noncompetition.
(a) The Employee shall devote his full time and best efforts to 
the performance of his employment under this Agreement.  
During the term of this Agreement, the Employee shall not, 
at any time or place, either directly or indirectly, engage 
in any business or activity in competition with the business 
affairs or interests of the Association or the Holding 
Company or be a director, officer or employee of or 
                      -Page 59-
consultant to any bank, savings association, credit union or 
similar financial institution in McLean County and all other 
counties in which the Association has a full-service facility.

(b) Upon termination of this Agreement for any reason other than 
the reasons set forth in paragraph 9 of this Agreement, for 
a period of one year from the termination of this Agreement, 
the Employee shall not at any time or place, either directly 
or indirectly, engage in any business or activity in 
competition with the business affairs or interests of the 
Association or the Holding Company or be a director, officer 
or employee of or consultant to any bank, savings 
association, credit union or similar financial institution 
in McLean County and all other counties in which the 
Association has a full-service facility.

(c) Nothing in the foregoing subparagraphs in this paragraph 6 
shall apply to subsidiaries and affiliates or shall be 
determined to prevent or limit the right of Employee to 
invest in the capital stock or other securities of any 
business dissimilar from that of the Association and the 
Holding Company or solely as a passive investor in any 
business.

(d) Directly or indirectly engaging in any business or activity 
in competition with the business affairs or interests of the 
Association or the Holding Company shall include engaging in 
business as owner partner, agent or employee of any person, 
firm or corporation or other business entity or in being 
interested directly or indirectly in any such business 
conducted by any person, firm or corporation.

(e) In the event of violation by Employee of this Agreement for 
loyalty and noncompetition, the Employee will be subject to 
damages and because of the relationship of employer and 
employee, it is hereby agreed injunctive relief is necessary 
for the Association and the Holding Company to enforce these 
provisions of the Agreement to protect their business and 
good will.

7. Standards.  The Employee shall perform his duties under this 
Agreement in accordance with such reasonable standards expected of 
employees with comparable positions in comparable organizations 
and as may be established from time to time by the Boards of 
Directors of the Association and the Holding Company.  The 
Employee shall be subject to an annual performance review on or 
about each anniversary of this Agreement, to be performed by the 
Board of Directors of the Association or the Holding Company, or a 
committee appointed by such Board of Directors, to determine that 
his performance is in compliance with these standards.

8. Vacation and Sick Leave.  At such reasonable times as the Board of 
Directors of the Association and the Holding Company shall in 
their 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
                                  -Page 60-
to count as vacation time; provided that:
(a) The Employee shall be entitled to any annual vacation in 
accordance with the policies as periodically established by 
the Board of Directors of the Association and the Holding 
Company for senior management officials of the Association 
and the Holding Company.

(b) The timing of vacations shall be scheduled in a reasonable 
manner by the Employee.  The Employee shall not be entitled 
to receive any additional compensation from the Association 
or the Holding Company on account of his failure to take a 
vacation; nor shall he be entitled to accumulate unused 
vacation from one fiscal year to the next except to the 
extent authorized by the Board of Directors of the 
Association and the Holding Company for senior management 
officials of the Association and the Holding Company, 
respectively.

(c) In addition to the aforesaid paid vacations, the Employee 
shall be entitled without the loss of pay, to absent himself 
voluntarily from the performance of his employment with the 
Association and the Holding Company for such additional 
period of time and for such valid and legitimate reasons as 
the Board of Directors of the Association and the Holding 
Company in their discretion may determine.  Further, the 
Board of Directors of the Association and the Holding 
Company shall be entitled to 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 Boards in 
their discretion may determine.

(d) In addition, the Employee shall be entitled to an annual 
sick leave as established by the Board of Directors of the 
Association and the Holding Company for senior management 
officials of the Association and the Holding Company, 
respectively.  In the event any sick leave time shall not 
have been used during any year, such leave shall accrue to 
subsequent years only to the extent authorized by the Board 
of Directors of the Association and the Holding Company.  
Upon termination of his employment, the Employee shall not 
be entitled to receive any additional compensation from the 
Association or the Holding Company for unused sick leave.

9. Termination and Termination Pay.

This Agreement shall be terminated upon the following occurrences:

(a) The death of the Employee 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 shall have 
occurred.

(b) This Agreement may be terminated at any time by a decision 
of the Board of Directors of the Association or the Holding 
                                  -Page 61-
Company for conduct not constituting termination for 'Just Cause,' or by the 
Employee upon sixty (60) days written notice to the Association or the Holding 
Company, as the case may be.  In the event this Agreement is terminated by the 
Board of Directors of the Association or the Holding Company without Just 
Cause, the Association and the Holding Company shall be obliged to continue to 
pay the Employee a severance payment equal to the remaining amount due under 
this Agreement.  In the event this Agreement is terminated by the Employee, 
the compensation and benefits will be terminated upon the effective date of 
the employment termination or as may otherwise be determined by the Board of 
Directors of the Association and the Holding Company.

(c) The Association and the Holding Company reserve the right to 
terminate this Agreement at any time for Just Cause.  
Termination for 'Just Cause' shall mean termination for 
personal dishonesty, incompetence, willful misconduct, 
breach of a fiduciary duty involving personal profit, 
intentional failure to perform stated duties, willful 
violation of any law, rule or regulation (other than a law, 
rule or regulation relating to a traffic violation or 
similar offense), final cease-and-desist order, termination 
under the provisions of subparagraphs (d) and (e) below, or 
material breach of any provision of this Agreement.  If this 
Agreement is terminated for Just Cause, the Association and 
the Holding Company shall only be obligated to continue to 
pay the Employee his salary up to the date of termination.

(d)         (i)	If the Employee is suspended and/or temporarily 
prohibited from participating in the conduct of the 
Association's affairs by notice served under Section 
8(e)(3) or (g)(1) of the Federal Deposit Insurance Act 
('FDIA') (12 U.S.C. 1818(e)(3) and (g)(1), the 
Association's obligations under the Agreement shall be 
suspended as of the date of service, unless stayed by 
appropriate proceedings.  If the charges in the notice 
are dismissed, the Association may in its discretion 
(a) pay the Employee all or part of the compensation 
withheld while its contract obligations were suspended 
and (b) reinstate (in whole or in part) any of its 
obligations that were suspended.

(ii) If the Employee is removed and/or permanently 
prohibited from participating in the conduct of the 
Association's affairs by an order issued under Section 
8(e)(4) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(4) or 
(g)(1)), all obligations of the Association under the 
Agreement shall terminate as of the effective date of 
the order, but vested rights of the contracting 
parties shall not be affected.


(e) If the Association is in default (as defined in Section 
3(x)(1) of the FDIA), all obligations under this Agreement 
shall terminate as of the date of default, but this 
paragraph shall not affect any vested rights of the parties 
hereto.
                                  -Page 62-
(f) All obligations under this Agreement may be terminated, 
except to the extent determined that continuation of the 
Agreement is necessary for the continued operations of the 
Association (i) by the Director of the Office of Thrift 
Supervision (the 'Director') or his or her designee at the 
time the Federal Deposit Insurance Corporation or the 
Resolution Trust Corporation enters into an agreement to 
provide assistance to or on behalf of the Association under 
the authority contained in Section 13(c) of the FDIA or (ii) 
by the Director, or his or her designee at the time the 
Director or such designee approves a supervisory merger to 
resolve problems related to operation of the Association or 
when the Association is determined by the Director to be in 
an unsafe or unsound condition.  Any rights of the parties 
that have already vested, however, shall not be affected by 
such action.

(g) If, at any time after the date hereof a 'Change of Control' 
(as hereinafter defined) occurs and within one year 
thereafter (i) the Holding Company or the Association, or 
their successors or assigns, terminate the Employee's  
employment for any reason other than for Just Cause (as 
defined in Paragraph 9 (c)), or (ii) the Employee terminates 
his employment for good reason (as defined in Paragraph 9 
(h)), then the Association and the Holding Company shall pay 
to the Employee the following:

(i)	The Association shall promptly pay to the Employee an 
amount equal to the product of 2.99 times the 
Employee's 'Base Amount' as defined in Section 
280G(b)(3) of the Internal Revenue Code of 1986, as 
amended, provided, however, that in no event shall 
said sum be paid to the extent that payments under 
this paragraph would cause the Association to fail to 
meet its minimum capital requirements as established 
by the Office of Thrift Supervision.  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 
regulation promulgated thereunder.

(ii) During the period of 24 calendar months beginning with 
the event of termination, the Employee, his 
dependents, beneficiaries and estate shall continue to 
be covered under all employee benefit plans of the 
Association and the Holding Company, including, but 
not limited to, any pension or retirement plan, stock 
investment plan, life insurance and health insurance 
as if the Employee was still employed during such 
period under this Agreement.

(iii) If and to the extent that benefits or service credit 
for benefits provided by paragraph 9(g)(ii) shall not 
be payable or provided under any such plans covered by 
paragraph 9(g)(ii) by reason of his no longer being an 
                                  -Page 63-
employee of the Association and the Holding Company as a result of termination 
of employment, the Association and the Holding Company shall themselves pay or 
provide for payment of such benefits and service credit for benefits to the 
Employee, his dependents, beneficiaries or estate.  Any such payment relating 
to retirement shall commence on a date selected by the Employee which must be 
a date on which payments under the Association's or the Holding Company's 
qualified pension plan or successor plan may commence.

(iv) (a)	Anything in this Agreement to the contrary 
notwithstanding, it is the intention of the 
Association, the Holding Company and the Employee that 
no portion of any payment under this Agreement, or 
payments to or for the benefit of the Employee under 
any other agreement or plan, be deemed to be an 
'Excess Parachute Payment' as defined in Section 280G 
of the Code, or its successors.  It is agreed that the 
present value of and payments to or for the benefit of 
the Employee in the nature of compensation, receipt of 
which is contingent on occurrence of a Change of 
Control, and to which Section 280G of the Code applies 
(in the aggregate 'Total Payments') shall not exceed 
an amount equal to one dollar less than the maximum 
amount that the Association and the Holding Company 
may pay without loss of deduction under Section 
280G(a) of the Code.  Present value for purposes of 
this Agreement shall be calculated in accordance with 
Section 280G(d)(4) of the Code.  Within sixty (60) 
days following the earlier of (i) the giving of notice 
of termination of employment or (ii) the giving of 
notice by the Association or the Holding Company to 
the Employee of its belief that there is a payment or 
benefit due the Employee which will result in an 
excess parachute payment as defined in Section 280G of 
the Code, the Employee, the Association and the 
Holding Company, at the Association's or Holding 
Company's expense, shall obtain the opinion of the 
Association's and the Holding  Company's public 
accounting firm (the 'Accounting Firm'), which opinion 
need not be unqualified, which sets forth: (i) the 
amount of the Base Period Income of the Employee (as 
defined in Code Section 280G, (ii) the present value 
of Total Payments and (iii) the amount and present 
value of any excess parachute payments.  In the event 
that such opinion determines that there would be an 
excess parachute payment, the payment hereunder shall 
be modified, reduced or eliminated as specified by the 
Employee in writing delivered to the Association or 
Holding Company within thirty (30) days of his receipt 
of such opinion or, if the Employee fails to so notify 
the Association or Holding Company, then as the 
Association or Holding Company shall reasonably determine, 
so that under the bases of calculation set forth in such 
opinion there will be no excess parachute payment.  In the 
event that the provisions of Sections 280G and 4999 of the 
Code are repealed without succession, this Section shall be 
of no further force or effect.
                                  -Page 64-
 (b)	In the event that the Accounting Firm is serving as accountant or 
auditor for the individual, entity or group effecting the Change of Control, 
the Employee shall appoint another nationally recognized public accounting 
firm to make the determinations required hereunder (which accounting firm 
shall then be referred to as the Accounting Firm under this Section 9(g)(iv)).  
All fees and expenses of the Accounting Firm shall be borne solely by the 
Association or Holding Company.  Any determination by the Accounting Firm 
shall be binding upon the Association, the Holding Company and the Employee.

(v) The Association and the Holding Company shall pay all 
legal fees and expenses which the Employee may incur 
as a result of the Association's or the Holding 
Company's contesting the validity or enforceability of 
this Agreement, provided that the Employee is the 
prevailing party in such contest or that any dispute 
may otherwise be settled in favor of the Employee.  
The Employee shall be entitled to receive interest 
thereon for the period of any delay in payment from 
the date such payment was due at the rate determined 
by adding two hundred basis points to the six month 
Treasury Bill rate.

(vi) The Employee shall not be required to mitigate the 
amount of any payment provided for in this Agreement 
by seeking other employment or otherwise nor shall any 
amounts received from other employment or otherwise by 
the Employee offset in any manner the obligations of 
the Association or the Holding Company hereunder.

(h) For purposes of this Agreement, 'good reason' shall exist 
if, without the Employee's express written consent, (i) the 
Employee is assigned new duties involving a material amount 
of the Employee's time that are not of an executive or 
supervisory nature or do not involve the level of 
responsibility generally comparable to responsibilities of 
the Employee's duties prior to the Change of Control; (ii) 
the Employee's duties and responsibilities are substantially 
reduced from those of the Employee's present position, 
excluding reductions that are a normal consequence of the 
Holding Company ceasing to be widely or publicly owned; 
(iii) there occurs any material reduction in the Employee's 
aggregate compensation, incentive and benefit package in 
effect at the time of the Change of Control, excluding (in 
the case of an incentive or benefit package whose benefits 
are proportionate to the performance of the Employee, the 
Association or the Holding Company) reductions in benefits 
resulting from diminished performance of the Employee, the 
Association or the Holding Company; or (iv) the Employee is 
an officer of the Association or the Holding Company at the 
time of the Change of Control and thereafter the Holding 
Company shall require the Employee to perform services outside of 
a forty-mile radius of the Association's offices at which the 
Employee is currently based except for travel on the Association's 
or the Holding Company's business that the Association or the 
Holding Company reasonably requires.
                                  -Page 65-
10. Change of Control.  Paragraph 9(g) shall become operative upon the 
occurrence of a 'Change of Control' of the Holding Company (or the 
Association).  A 'Change of Control' shall be deemed to have 
occurred if at any time during the period of employment of the 
Employee set forth in paragraph 5 of this Agreement:

(i) Any person becomes the beneficial owner, directly or 
indirectly, of 25% or more of the outstanding shares of any 
class of voting stock issued by the Holding Company; or any 
person (other than the Holding Company) becomes the 
beneficial owner, directly or indirectly, of 25% or more of 
the outstanding shares of any class of voting stock issued 
by the Association;

(ii) Any person becomes the beneficial owner, directly or 
indirectly, of 10% or more, but less than 25%, of the 
outstanding shares of any class of voting stock issued by 
the Holding Company, if such beneficial ownership 
constitutes or will constitute control of the Holding 
Company for regulatory purposes; or any person (other than 
the Holding Company) becomes the beneficial owner, directly 
or indirectly, of 10% or more, but less than 25%, of the 
outstanding shares of any class of voting stock issued by 
the Association if such beneficial ownership constitutes or 
will constitute control of the Association for regulatory 
purposes;

(iii) Any person (other than the persons named as proxies 
solicited on behalf of the Board of Directors of the Holding 
Company) holds revocable or irrevocable proxies as to the 
election or removal of  a majority or more of the directors 
of the Holding Company, or for 25% or more of the total 
number of voting shares of the Holding Company;

(iv) The OTS or other appropriate regulatory authority has given 
the required approval of non-objection to the acquisition of 
control of the Holding Company by any person; or the OTS or 
other appropriate regulatory authority has given the 
required approval of non-objection to the acquisition of 
control of the Association by any person (other than the 
Holding Company);

(v) During any period of 24 consecutive months, individuals who 
at the beginning  of such period constitute the 
Association's and the Holding Company's Board of Directors 
cease for any reason to constitute at least a majority of 
the Board of the Association or the Holding Company, as the 
case may be, unless the election of each director who was 
not a director at the beginning of such period has been 
approved in advance by directors of the Association or the 
Holding Company, as the case may be, representing at least 
two-thirds of the directors then in office who were 
directors at the beginning of the period; or
                                  -Page 66-
(vi) Any person acquires substantially all of the assets and 
assumes substantially all of the liabilities of the Company 
or First Federal.

A person shall be deemed a beneficial owner as that term is used in 
Section 13(d)(3) under the Securities Exchange Act of 1934, as amended 
(as in effect on the date hereof).  No 'Change of Control' shall be 
deemed to have taken place solely by reason of the Holding Company 
owning stock in its wholly-owned subsidiaries.

11. Expenses to Enforce Agreement.  In the event any dispute shall 
arise between the Employee and the Association or the Holding 
Company as to the terms or interpretation of this Agreement, 
whether instituted by formal legal proceedings or arbitration 
proceedings, including any action taken by the Association or the 
Holding Company, the prevailing party shall be reimbursed for all 
costs and expenses, including reasonable attorney's fees, arising 
from such dispute, proceedings or actions.  Such reimbursement 
shall be paid within 10 days of the furnishing to the non-
prevailing party of written evidence, which may be in the form of 
a canceled check or receipt, among other things, of any costs or 
expenses incurred by the prevailing party.  Any such request for 
reimbursement shall be made no more frequently than at 60-day 
intervals.

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

(b) Since the Association 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 Association and the 
Holding Company.

13. Amendments.  No amendments or additions to this Agreement shall be 
binding unless in writing and signed by the parties hereto, except 
as herein otherwise provided.

14. Applicable Law.  This Agreement shall be governed in all respects 
whether as to validity, construction, capacity, performance or 
otherwise, by the laws of Illinois, except to the extent that 
Federal law shall be deemed to apply.  This Agreement is intended 
to comply with the requirements of 12 C.F.R. Section 563.39 and to the 
extent it conflicts with the provisions of that section, Section 563.39 
shall control.

15. 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 67-
IN WITNESS HEREOF, the parties have executed this Agreement on the day and 
year first hereinabove written.

                                    FIRST FEDERAL SAVINGS AND LOAN		
                                    ASSOCIATION OF BLOOMINTON
                                    By: /s/ Gerald Bradley 
                                                              
                                    EAGLE BANCGROUP, INC.
                                    By: /s/ Gerald Bradley 
                                                               
ATTEST: /s/ Marilyn Lockwood

WITNESS: /s/ Barbara L. Mosson

                                    /s/ Donald L. Fernandes				
						                              Employee