Exhibit 10.7

EMPLOYMENT SECURITY AGREEMENT

Dear Mr. Richardson:
		The Board of Directors of Eagle BancGroup, Inc. (the "Company" 
which reference, for purposes hereof, shall include subsidiaries of the 
Company) has determined that it is advisable and in the best interests of the 
Company and its stockholders to provide reasonable assurance to certain key 
employees of the Company with respect to appropriate severance arrangements in 
the event of a change of control of the Company.  By this Agreement, the 
Company is seeking to gain the benefit of your future services and avoid undue 
concern about changes of control of the Company.
		The following is offered as an inducement to you to remain in the 
employ of the Company and to dedicate your efforts to its best interests:
	SECTION 1.  Subject to Section 3(c) below, payments and benefits herein 
provided to be paid to you by the Company will be made without regard to and 
in addition to any other payments or benefits required to be paid to you at 
any time hereafter under the terms of any other agreement (if any) between you 
and the Company and under any other policy of the Company relating to 
compensation, severance pay or retirement or other benefits; in other words, 
the payments and benefits provided herein shall be in addition to and not in 
lieu of salary, consulting payments, bonus payments, incentive compensation, 
retirement benefits or any other payments or benefits.  No payments or 
benefits provided to you hereunder shall be reduced by any amount you may earn 
or receive from employment with the Company, with another employer, or from 
any other source.
	SECTION 2.  You agree that without the consent of the Company you will 
not terminate your employment without giving at least two weeks' prior notice 
to the Company, which may become effective earlier than two weeks at the 
discretion of the Board of Directors of the Company.
	SECTION 3.  If at any time after the date hereof a Change of Control (as 
hereinafter defined) occurs and within one year thereafter (i) the Company 
involuntarily terminates your employment for any reason other than for good 
cause (as hereinafter defined), disability, death or retirement pursuant to 
any retirement plan or policy of the Company of general application to key 
employees, or (ii) you terminate your employment for good reason (as 
hereinafter defined), then:
	(a)	The Company will pay to you in an immediate lump-sum cash 
payment an amount equal to the product of 1.0 times your "Base Amount" 
as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, 
as amended.  Any payments made to you 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.
(c) Medical, life and long-term disability insurance coverage 
                       -Page 53-
provided to you and your family by the Company, if any, shall be 
continued by the Company at no cost to you as if you continued to 
be an employee until the first to occur of the following events: 
(i) you waive coverage by giving written notice of waiver to the 
Company; (ii) 12 months elapse from the effective date of your 
termination; or (iii) you become a participant in group insurance 
benefit programs of a new employer which does not contain any 
exclusion or limitation for you or your dependents with respect to 
any preexisting condition.  If coverage is not permitted under 
applicable policy terms, the Company will provide equivalent 
benefits (i.e., by reimbursing you for the full cost of COBRA 
premiums).  Upon termination of this benefit in accordance with 
the terms hereof, you shall be entitled to exercise the policy 
options normally available to employees upon termination of their 
employment.
(c)	(i)	Anything in this Agreement to the contrary 
notwithstanding, it is the intention of the Company and you that 
no portion of any payment under this Agreement, or payments to you 
or for your benefit 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 you or for your benefit 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 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 
the notice of termination of employment or (ii) the giving of 
notice by the Company to you of its belief that there is a payment 
or benefit due you which will result in an excess parachute 
payment as defined in Section 280G of the Code, you and the 
Company, at the Company's expense, shall obtain the opinion of the 
Company's public accounting firm (the "Accounting Firm"), which 
opinion need not be unqualified, which sets forth: (i) the amount 
of your Base Period Income (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 you in writing delivered to the Company 
within thirty (30) days of your receipt of such opinion or, if you 
fail to so notify the Company, then as the 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.
(ii) In the event that the Accounting Firm is serving as 
accountant or auditor for the individual, entity or 
group effecting the Change or Control, you shall 
appoint another nationally recognized public 
accounting firm to make the determinations required 
                                  -Page 54-
hereunder (which accounting firm shall then be referred to as the Accounting 
Firm under this Section 
(iii) 3(c)(i)).  All fees and expenses of the Accounting 
Firm shall be borne solely by the Company.  Any 
determination by the Accounting Firm shall be binding 
upon the Company and you.
It is understood that as a part or as a result of a Change of 
Control, business operations of the Company may be transferred to 
parties that are not affiliates of the Company that may continue 
your employment as a successor employer and, in such event, your 
employment shall not be deemed to have been terminated by the 
Company and, instead, "employment by the Company" as used in this 
Section 3 shall be deemed to include employment by successor 
employers.  The obligation of the Company hereunder to provide 
payments or benefits to you as set forth herein shall continue in 
effect and apply to any subsequent termination of your employment 
by a successor employer.
	SECTION 4.  For purposes of this Agreement, "Change of Control" shall be 
deemed to have taken place if, subsequent to the date hereof,
	(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 Company; or any person (other than 
the Company) becomes the beneficial owner, directly or indirectly, 
of 25% or more of the outstanding shares of any class of voting 
stock issued by First Federal Savings and Loan Association of 
Bloomington, the Company's wholly-owned subsidiary (the 
"Association");
(v) 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 Company, if such beneficial ownership 
constitutes or will constitute control of the Company 
for regulatory purposes; or any person (other than the 
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; 
(vi) Any person (other than the persons named as proxies 
solicited on behalf of the Board of Directors of the 
Company) holds revocable or irrevocable proxies as to 
the election or removal of a majority or more of the 
directors of the Company, or for 25% or more of the 
total number of voting shares of the Company;
	(iv)	The Office of Thrift Suptevision ("OTS") or other 
appropriate regulatory authority has given the required approval 
of non-objection to the acquisition of control of the 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 Company);
(vii) During any period of 24 consecutive months, 
individuals who at the beginning of such period 
constitute the Association's and the Company's Board 
of Directors cease for any reason to constitute at 
least a majority of the Board of the Association or 
                -Page 55-
the 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
	(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 Company owning stock in wholly-owned 
subsidiaries.
	SECTION 5.  For purposes of this Agreement, "good cause" shall mean your 
personal dishonesty, incompetence, willful misconduct, breach of a fiduciary 
duty involving personal profit, intentional failure to perform your 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, or material breach of any provision of this Agreement.
		For purposes of this Agreement, "good reason" shall exist if, 
without your express written consent, (i) you are assigned new duties 
involving a material amount of your time that are not of an executive or 
supervisory nature or do not involve the level of responsibility generally 
comparable to your responsibilities and duties prior to the Change of Control; 
(ii) your duties and responsibilities are substantially reduced from your 
present position, excluding reductions that are a normal consequence of the 
Company ceasing to be widely or publicly owned; (iii) there occurs any 
material reduction in your 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 your 
performance or the performance of the Association or the Company) reductions 
in benefits resulting from your diminished performance, or the diminished 
performance of the Association or the Company; or (iv) you are an officer of 
the Association or the Company at the time of the Change of Control and 
thereafter the Company shall require you to perform services outside of a 
forty-mile radius of the Association's offices at which you are currently 
based except for travel on the Association's or the Company's business that 
the Association or the Company reasonably requires.
	SECTION 6.  Any payment not made when due in accordance with this 
Agreement shall thereafter bear interest at the prime rate from time to time 
as reported in The Wall Street Journal.
	SECTION 7.  This agreement may not be assigned by the Company except in 
connection with a merger involving the Company or a sale of substantially all 
of its assets, and the obligations of the Company provided for in this 
Agreement shall be the binding legal obligations of any successor to the 
Company by purchase, merger, consolidation, or otherwise.  This Agreement may 
not be assigned by you during your life, and upon your death will be binding 
upon and inure to the benefit of your heirs, legatees and the legal 
representatives of your estate.
	SECTION 8.  No provisions of this Agreement may be modified, waived or 
discharged unless such waiver, modification or discharge is agreed to in a 
writing signed by you, approved by the Board of Directors and signed by an 
appropriate officer of the Company empowered to sign the same by the Board of 
Directors of the Company.  No waiver by either party at any time of any breach 
by the other party of, or compliance with, any condition or provision of this 
                                  -Page 56-
Agreement to be performed by the other party shall be deemed a waiver of 
similar or dissimilar provisions or conditions at the same time or at any 
prior to or subsequent time.  The validity, interpretation, construction and 
performance of this Agreement shall be governed by the laws of the State of
Illinois.  The invalidity or unenforceability of any provision of this 
Agreement shall not effect the validity or enforceability of any other 
provision of this Agreement.
	SECTION 9.  This Agreement does not constitute a contract for the 
continued employment of you by the Company.  Subject only to those rights of 
yours that are specified herein following a Change of Control, the Company 
reserves all of its rights to modify your compensation and other terms of your 
employment and to terminate your employment to the same extent as before the 
execution of this Agreement.
	SECTION 10.  The Company shall pay your out-of-pocket expenses, 
including attorney's fees, in connection with any judicial proceeding to 
enforce this Agreement or to construe or determine the validity of this 
Agreement or otherwise in connection herewith unless the Company prevails in 
such litigation.
	SECTION 11.  The initial term of this Agreement shall be for a 36 month 
period commencing June 29, 1996 and ending June 29, 1999.  The said 36-month 
term may be extended for an additional 12 full calendar months by action of 
the Board of Directors sixty (60) days prior to June 28, 1997, and on sixty 
(60) days prior to each succeeding June 28 thereafter, respectively.
						Very truly yours,

		 				By: /s/ Donald L. Fernandes
						Title: President

Accepted and agreed to this 8th 
Day of July, 1996

/s/ Gary L. Richardson
		
FIRST AMENDMENT TO EMPLOYMENT SECURITY AGREEMENT

	WHEREAS, Eagle BancGroup, Inc. (the 'Holding Company'), First Federal 
Savings and Loan Association of Bloomington (the 'Association') and Gary 
Richardson (the 'Employee') entered into an Employment Agreement ('Agreement') 
effective as of June 29, 1998; and 

	WHEREAS, the parties are mutually desirous of amending the Agreement in 
certain respects; and

	WHEREAS, the Board of Directors of the Company and the Association have 
approved and authorized their entry into this First Amendment to the 
Agreement;

	NOW THEREFORE, in consideration of the mutual covenants and agreements 
set forth in the Agreement and set forth below, the Agreement is amended as 
follows, effective October 23, 1998:

1.   The first sentence of Section 1 is amended to read as follows:  
'The Employee is employed as Vice-President of the Association.'
                                  -Page 57-
2.    Section 5 of the Agreement is amended to read as follows:
'Term.  The term of employment under this Agreement shall be for a 36 
month period commencing on 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 
Holding Company and the Association sixty (60) days prior to October 31, 
1999 and sixty (60) days prior to each succeeding October 31 thereafter, 
respectively.'

	IN WITNESS WHEREOF, the undersigned have duly executed this First 
Amendment to the Employment Agreement as of this 23rd day of October 1998

      EMPLOYEE:                     EAGLE BANCGROUP, INC.
      /s/ Gary Richardson           /s/ Gerald Bradley
      Gary Richardson               Gerald A. Bradley, Chairman
			
                                    FIRST FEDERAL SAVINGS AND LOAN
                                    ASSOCIATION OF BLOOMINGTON
                                    /s/ Gerald Bradley
                                    Gerald A. Bradley, Director