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EXHIBIT 10.a.  MATERIAL CONTRACTS.


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                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into 
as of the 21st day of January 1997, by and between PINNACLE BANC GROUP, INC., 
an Illinois bank holding company with its main office located in Oakbrook, 
Illinois ("Pinnacle"), and John J. Gleason, Jr. (the "Executive").

                                    RECITALS

          A.   The Executive is currently serving as the Chief Executive Officer
of Pinnacle. For a number of years he has borne significant management
responsibilities for Pinnacle.

          B.  Pinnacle desires to continue to employ the Executive as an 
Officer of Pinnacle and the Executive is willing to continue such employment 
upon the terms and conditions set forth in this Agreement.

          C.  Pinnacle recognizes that circumstances may arise in which a 
change of control in Pinnacle or all of its subsidiaries through acquisition 
or otherwise may occur thereby causing uncertainty of employment without 
regard to the competence or past contributions of the Executive which 
uncertainty may result in the loss of valuable services of the Executive for 
the benefit of Pinnacle. Pinnacle and the Executive wish to provide 
reasonable security to the Executive against changes in the employment 
relationship if there is any such change in control.

                                   AGREEMENTS 

      In consideration of the premises and of the covenants and agreements
hereinafter contained, it is covenanted and agreed by and between the parties
hereto as follows:

      1.  POSITION AND DUTIES. Pinnacle hereby employs the Executive as the 
Chief Executive Officer of Pinnacle or in such other senior executive 
capacity as shall be mutually agreed between Pinnacle and the Executive.  
During the period of the Executive's employment hereunder, the Executive 
shall devote his best efforts and full business time, energy, skills and 
attention to the business and affairs of Pinnacle.  The Executive shall have 
the powers necessary to perform his duties and shall be provided such 
supporting services, staff, secretarial and other assistance as shall be 
reasonably necessary and appropriate in the light of such duties.

      2.  COMPENSATION.  As compensation for the services to be provided by the
Executive hereunder, the Executive shall receive the following compensation and
be eligible for other benefits:

          a.   BASE COMPENSATION.  The Executive shall receive an annual salary
as determined from time to time by the Board of 

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Directors of Pinnacle.  Said salary shall be subject to review annually 
commencing in 1998.

          b.   INCENTIVE COMPENSATION.  In addition to the salary provided 
for in Section 2(a) hereof, Pinnacle may pay incentive compensation to the 
Executive in recognition for services rendered by the Executive which 
Pinnacle deems, in its discretion, to be extraordinary (such payments, 
collectively "Incentive Compensation.")

          c.   OTHER BENEFITS.  The Executive shall be entitled, to the 
extent he is eligible therefore, to participate in all plans and benefits 
generally accorded to employees of Pinnacle.

          d.   WITHHOLDING.  Pinnacle shall be entitled to withhold from 
amounts payable to the Executive hereunder, any federal, state or local 
withholding or other taxes or charges which from time to time it is required 
to withhold. Pinnacle shall be entitled to rely upon the opinion of its legal 
counsel with regard to any question concerning the amount or requirement of 
any such withholding.

          e.   VACATIONS.  The Executive shall be entitled to such vacation 
time annually as is regularly made available to other officers of Pinnacle 
pursuant to the regular vacation policy of Pinnacle, which vacation shall be 
taken at such time or times as are mutually agreed to by Pinnacle and the 
Executive.

      3.  REIMBURSEMENT OF EXPENSES.  The Executive shall be reimbursed, upon 
submission of appropriate vouchers and support documentation, for all travel, 
entertainment and other out-of-pocket expenses reasonably and necessarily 
incurred by the Executive in the performance of his duties hereunder which 
are consistent with Pinnacle's policies and practices.

      4.  CONFIDENTIALITY AND LOYALTY.  The Executive acknowledges that 
heretofore or hereafter during the course of his employment he has produced 
and may hereafter produce and have access to material, records, data, trade 
secrets and information not generally available to the public (collectively, 
"Confidential Information") regarding Pinnacle and its subsidiaries and 
affiliates.  Accordingly, during and subsequent to the termination of this 
Agreement, the Executive shall hold in confidence and not directly or 
indirectly disclose, use, copy, or make lists of any such Confidential 
Information, except to the extent that such information is or thereafter 
becomes lawfully available from public sources, or such disclosure is 
authorized in writing by Pinnacle, required by law or any regulatory agency 
or judicial authority, or otherwise as reasonably necessary or appropriate in 
connection with the performance by the Executive of his duties hereunder.  
All records, files, documents and other materials or copies thereof relating 
to Pinnacle, shall not be removed from Pinnacle's premises 

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without its written consent, and shall be promptly returned to Pinnacle upon 
termination of the Executive's employment hereunder.  The Executive agrees to 
abide by Pinnacle's policies, as in effect from time to time, respecting 
avoidance of interests conflicting with those of Pinnacle.

      5.  TERMS AND CONDITIONS.

          a.   BASIC TERM.  This Agreement shall take effect on the date 
hereof (the "Effective Date"), and the Executive's employment hereunder shall 
continue until terminated upon thirty (30) days prior written notice by 
either Pinnacle or the Executive for any reason deemed appropriate by 
Pinnacle or the Executive provided however the Executive's employment cannot 
be terminated by Pinnacle pursuant to the provisions of this subparagraph 
upon or after there occurs a Change of Control as defined by subparagraph e 
below.  Upon termination of employment pursuant to the provisions of this 
Agreement, the Executive shall receive all compensation described in 
paragraph 2 hereof vested through the effective date of termination of 
employment and the compensation described in subparagraph e below if 
applicable.
                   
          b.   TERMINATION FOR CAUSE.  This Agreement may be terminated by 
Pinnacle for cause as defined below.  "Cause" shall mean: (i) the Executive's 
death or his Disability (as defined below); (ii) a material violation by the 
Executive of any applicable law or regulation respecting the business of 
Pinnacle; (iii) the Executive being found guilty of a felony, an act of 
dishonesty in connection with the performance of his duties as an officer of 
Pinnacle or an act which disqualifies the Executive from serving as an 
officer of Pinnacle; or (iv) the willful or negligent failure of the 
Executive to perform his duties hereunder in any material respect.  The 
Executive shall be entitled to at least thirty (30) days' prior written 
notice of Pinnacle's intention to terminate his employment for cause (except 
the Executive's death) specifying the grounds for such termination, the 
action necessary to cure any conduct or act of Executive, if curable in the 
sole judgment of Pinnacle, and the availability of the opportunity to present 
to the Board of Directors of Pinnacle (the "Board") his position regarding 
any dispute relating to the existence of such cause.

          c.   TERMINATION UPON DEATH.  If payments are due and owing under 
this Agreement at the death of the Executive, payment shall be made to such 
beneficiary as the Executive may designate in writing, or failing such 
designation, to the executor of his estate, in full settlement and 
satisfaction of all claims and demands on behalf of the Executive under this 
Agreement.  Such payments shall be in addition to any other death benefits 
provided by Pinnacle for the benefit of the Executive.

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          d.   TERMINATION UPON DISABILITY.  Pinnacle may terminate the 
Executive's employment after having been advised by a physician selected by 
Pinnacle of the Executive's Disability.  For purposes of this Agreement, 
"Disability" means a physical or mental infirmity which impairs the 
Executive's ability to substantially perform his duties under this Agreement 
and which continues for a period of at least 90 consecutive days.  The 
Executive shall be entitled to the compensation and benefits provided for 
under this Agreement for the period in which the Executive is unable to work 
due to a physical or mental infirmity and until Pinnacle terminates the 
Executive's employment after having established his Disability.

           e.   TERMINATION UPON CHANGE OF CONTROL.

               i)  If the Executive's employment hereunder is terminated by the
      Executive or by Pinnacle within one year of a Change in Control (as
      defined below), the Executive shall be entitled to immediate receipt from
      Pinnacle of a lump sum payment equal to one dollar ($1.00) less than the
      sum of: (A) three (3) times the base compensation then payable to the
      Executive pursuant to Section 2(a) hereof, plus (B) three (3) times the
      average incentive compensation paid to the Executive during the three (3)
      previous fiscal years of Pinnacle pursuant to Section 2(b) hereof, plus
      (C) three (3) times the value of the contributions that have been made or
      credited by Pinnacle for the benefit of the Executive under all employee
      retirement plans maintained by Pinnacle for the completed fiscal year of
      Pinnacle immediately preceding the termination.  In addition, Pinnacle
      shall continue to provide coverage for the Executive under the health
      program maintained by Pinnacle for a period of twelve (12) months
      following termination of the Executive's Employment.

               ii) For purposes of this paragraph, the term "Change in Control"
      shall mean the following:

                   (A) The consummation of the acquisition or acquisitions by
                       any person or affiliated group (as such term is defined
                       in Section 13 of the Securities Exchange Act of 1934, as
                       amended (the "1934 Act") other than John J. Gleason, his
                       spouse, his descendants, or their spouses directly or
                       indirectly, so that the person or group holds beneficial
                       ownership (within the meaning of Rule 13d-3 promulgated
                       under the 1934 Act) of fifty-one (51%) percent or more
                       of the combined voting power of the then outstanding
                       voting securities of Pinnacle or Pinnacle Bank, an
                       Illinois state bank and wholly owned subsidiary of
                       Pinnacle (Pinnacle Bank); or 

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                   (B) Approval by Pinnacle's stockholders of: (1) a merger,
                       consolidation or other transaction involving Pinnacle or
                       Pinnacle Bank if the persons who are stockholders on the
                       date the merger or consolidation is approved do not, on
                       the first date following such merger or consolidation
                       and as a result thereof, own, directly or indirectly,
                       more than sixty-seven percent (67%) of the combined
                       voting power of the then outstanding voting securities
                       of the entity resulting from such merger, consolidation
                       or other transaction and in substantially the same
                       proportion as their ownership of the combined voting
                       power of Pinnacle's voting securities outstanding on the
                       date such merger, consolidation or other transaction is
                       approved; or (2) a complete liquidation or dissolution
                       or an agreement for the sale or other disposition of all
                       or substantially all of the assets of Pinnacle or
                       Pinnacle Bank; or

                   (C) A sale by Pinnacle of all of the stock of all banking
                       subsidiaries of Pinnacle and their affiliates.

               iii)    Notwithstanding the foregoing, a Change in Control shall
      not be deemed to occur solely because fifty-one percent (51%) or more of
      the combined voting power of the then outstanding securities of Pinnacle
      is acquired by: (A) a trustee or other fiduciary holding securities under
      one or more employee benefit plans maintained for employees of Pinnacle;
      or (B) any Affiliate of Pinnacle (as defined below).

          f.   NOT AN EXCESS PARACHUTE PAYMENT.  It is the intention of Pinnacle
and the Executive that no portion of any payment under this Agreement, or
payments to or for the benefit of the Executive under any other agreement or
plan, be deemed to be an "Excess Parachute Payment" as defined in Section 280G
of the Internal Revenue Code of 1986, as amended (the "Code"), or its
successors.  It is agreed that the present value of and payments to or for the
benefit of the Executive in the nature of compensation, receipt of which is
contingent on a Change of Control of Pinnacle (as "Change of Control" is defined
in this Agreement), 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 which Pinnacle 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 

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280G(d)(4) of the Code.  Within sixty (60) days following the earlier of (A) 
the delivery by the Executive of notice of termination or (B) the delivery of 
notice to the Executive from Pinnacle of its belief that there is a payment 
or benefit due the Executive which will result in an excess parachute payment 
as defined in Section 280G of the Code, the Executive and Pinnacle, at 
Pinnacle's expense, shall obtain the opinion of such legal counsel and 
certified public accountants as are selected by Pinnacle (notwithstanding the 
fact that such persons have acted or may also be acting as the legal counsel 
or certified public accountants for Pinnacle), which opinions need not be 
unqualified, which sets forth (A) the amount of the Base Period Income (as 
defined in Section 280G of the Code) of the Executive, (B) the present value 
of Total Payments and (C) the amount and present value of any Excess 
Parachute Payments.  If such opinions conclude that there would be an Excess 
Parachute Payment, the payment hereunder or any other payment determined to 
be includable in Total Payments shall be modified, reduced or eliminated as 
specified by the Executive in writing delivered to Pinnacle within thirty 
(30) days of his receipt of such opinions or, if the Executive fails to so 
notify Pinnacle, then as Pinnacle shall reasonably determine, so that under 
the basis of calculation set forth in such opinions there will be no Excess 
Parachute Payment.  The provisions of this subparagraph, including the 
calculations, notices and opinions provided for herein shall be based upon 
the conclusive presumption that (A) the compensation and benefits provided 
for in Section 2 hereof and (B) any other compensation earned by the 
Executive pursuant to Pinnacle's compensation programs which would have been 
paid in any event, are reasonable compensation for services rendered, even 
though the timing of such payment is triggered by the Change of Control; 
provided, however, that if any such counsel or accountants so request in 
connection with the opinions required by this subparagraph, the Executive and 
Pinnacle shall obtain, at Pinnacle's expense, and the counsel or accountants 
may rely on in providing its opinion, the advice of a firm of recognized 
executive compensation consultants as to the reasonableness of any item of 
compensation to be received by the Executive.  If the provisions of Section 
280G and 4999 of the Code are repealed without succession, this subparagraph 
shall be of no further force or effect.

          g.   REGULATORY SUSPENSION AND TERMINATION.

               i) If the Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of any of Pinnacle's subsidiaries'
affairs by a notice served under Section 8(e)(3)(12 U.S.C. Section 1818(e)(3))
or 8(g)(12 U.S.C. Section 1818(g)) of the Federal Deposit Insurance Act, as
amended, Pinnacle's obligations under this Agreement shall be suspended as of
the date of service, unless stayed by appropriate proceedings.  If the charges
in the notice are dismissed, Pinnacle may in its discretion (A) pay the
Executive all or part of the compensation withheld while their contract
obligations were suspended and (B) 

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reinstate (in whole or in part) any of the obligations which were suspended.

               ii)  If the Executive is removed and/or permanently prohibited
from participating in the conduct of Pinnacle's subsidiaries' affairs by an
order issued under Section 8(e)(12 U.S.C. Section 1818(e)) or 8(g)(12 U.S.C.
Section 1818(g)) of the Federal Deposit Insurance Act, as amended, all
obligations of Pinnacle under this Agreement shall terminate as of the effective
date of the order.

               iii)  If a subsidiary of Pinnacle is in default as defined in
Section 3(x)(12 U.S.C. Section 1813(x)(1)) of the Federal Deposit Insurance Act,
as amended, all obligations of Pinnacle under this Agreement shall terminate as
of the date of default, but this paragraph shall not affect any vested rights of
the contracting parties.

               iv)  All obligations of Pinnacle under this Agreement shall be
terminated, except to the extent determined that continuation of the Agreement
is necessary for the continued operation of the institution by the Federal
Deposit Insurance Corporation (the "FDIC"), at the time the FDIC enters into an
agreement to provide assistance to or on behalf of a subsidiary of Pinnacle
under the authority contained in Section 13(c)(12 U.S.C. Section 1823(c)) of the
Federal Deposit Insurance Act, as amended, or when a subsidiary of Pinnacle is
determined by the FDIC 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.

               v)  If the Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of any of Pinnacle's affairs by a
notice served by any regulatory agency having authority over Pinnacle,
Pinnacle's obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are dismissed, Pinnacle may in its discretion (A) pay the Executive all or part
of the compensation withheld while their contract obligations were suspended and
(B) reinstate (in whole or in part) any of the obligations which were suspended.
      
      6.  NON-COMPETITION COVENANT.

          a.   RESTRICTIVE COVENANT.  Pinnacle and the Executive have jointly 
reviewed the lists of depositors and borrowers, and the operations of 
Pinnacle's subsidiaries and have agreed that the primary service area of 
Pinnacle's subsidiaries' lending and deposit taking functions extends to an 
area encompassing a ten mile radius from the main office of Pinnacle Bank and 
or any branch office of Pinnacle Bank and its subsidiaries.  Therefore, as an 
essential ingredient of and in consideration of this Agreement and the 
payment of the amounts described in Sections 2  and 5 hereof, 

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the Executive hereby agrees that, except with the express prior written 
consent of Pinnacle, for a period of one (1) year after the termination of 
the Executive's employment with Pinnacle (the "Restrictive Period"), he will 
not directly or indirectly compete with the business of Pinnacle, including, 
but not by way of limitation, by directly or indirectly owning, managing, 
operating, controlling, financing, or by directly or indirectly serving as an 
employee, officer or director of or consultant to, or by soliciting or 
inducing, or attempting to solicit or induce, any employee or agent of 
Pinnacle to terminate employment with Pinnacle and become employed by any 
person, firm, partnership, corporation, trust or other entity which owns or 
operates, a bank, savings and loan association, credit union or similar 
financial institution (a "Financial Institution") within a ten mile radius of 
the main office of Pinnacle Bank or any branch office of Pinnacle Bank and 
any of its subsidiaries existing at the time of termination (the "Restrictive 
Covenant").  If the Executive violates the Restrictive Covenant and Pinnacle 
brings legal action for injunctive or other relief, Pinnacle shall not, as a 
result of the time involved in obtaining such relief, be deprived of the 
benefit of the full period of the Restrictive Covenant.  Accordingly, the 
Restrictive Covenant shall be deemed to have the duration specified in this 
Section 6(a) computed from the date the relief is granted but reduced by the 
time between the period when the Restrictive Period began to run and the date 
of the first violation of the Restrictive Covenant by the Executive.  The 
foregoing Restrictive Covenant shall not prohibit the Executive from owning 
directly or indirectly capital stock or similar securities which are listed 
on a securities exchange or quoted on a national securities exchange which do 
not represent more than five percent (5%) of the outstanding capital stock of 
any Financial Institution.

          b.   REMEDIES FOR BREACH OF RESTRICTIVE COVENANT.  The Executive 
acknowledges that the restrictions contained in Sections 4 and 6(a) of this 
Agreement are reasonable and necessary for the protection of the legitimate 
business interests of Pinnacle, that any violation of these restrictions 
would cause substantial injury to Pinnacle and such interests, that Pinnacle 
would not have entered into this Agreement with the Executive without 
receiving the additional consideration offered by the Executive in binding 
himself to these restrictions and that such restrictions were a material 
inducement to Pinnacle to enter into this Agreement.  If there is any 
violation or threatened violation of these restrictions, Pinnacle, in 
addition to and not in limitation of, any other rights, remedies or damages 
available to Pinnacle under this Agreement or otherwise at law or in equity, 
shall be entitled to preliminary and permanent injunctive relief to prevent 
or restrain any such violation by the Executive and any and all persons 
directly or indirectly acting for or with him, as the case may be.

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      7.  INTERCORPORATE TRANSFERS.  If the Executive shall be voluntarily 
transferred to a subsidiary or an Affiliate of Pinnacle, such transfer shall 
not be deemed to terminate or modify this Agreement and the employing 
corporation to which the Executive shall have been transferred shall, for all 
purposes of this Agreement, be construed as standing in the same place and 
stead as Pinnacle as of the date of such transfer.  For purposes of this 
Agreement, an Affiliate of Pinnacle shall mean any corporation, partnership 
or entity directly or indirectly controlling, controlled by or under common 
control with Pinnacle.

      8.  INTEREST IN ASSETS.  Neither the Executive nor his estate shall 
acquire hereunder any rights in funds or assets of Pinnacle, otherwise than 
by and through the actual payment of amounts payable hereunder; nor shall the 
Executive or his estate have any power to transfer, assign, anticipate, 
hypothecate or otherwise encumber in advance any of said payments; nor shall 
any of such payments be subject to seizure for the payment of any debt, 
judgment, or be transferable by operation of law in the event of bankruptcy, 
insolvency or otherwise of the Executive.

      9.  GENERAL PROVISIONS.

          a.   SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon 
and inure to the benefit of the Executive, Pinnacle and his and its 
respective personal representatives, successors and assigns, and any 
successor or assign of Pinnacle shall be deemed the "Pinnacle" hereunder.  
Pinnacle shall require any successor to all or substantially all of the 
business and/or assets of Pinnacle, whether directly or indirectly, by 
purchase, merger, consolidation, acquisition of stock, or otherwise, by an 
agreement in form and substance satisfactory to the Executive, expressly to 
assume and agree to perform this Agreement in the same manner and to the same 
extent as Pinnacle would be required to perform if no such succession had 
taken place.

          b.   ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement constitutes 
the entire agreement between the parties respecting the subject matter 
hereof, and supersedes all prior negotiations, undertakings, agreements and 
arrangements with respect thereto, whether written or oral.  Except as 
otherwise explicitly provided herein, this Agreement may not be amended or 
modified except by written agreement signed by the Executive and Pinnacle.

          c.   ENFORCEMENT AND GOVERNING LAW.  The provisions of this 
Agreement shall be regarded as divisible and separate; if any of said 
provisions should be declared invalid or unenforceable by the court of 
competent jurisdiction, the validity and enforceability of the remaining 
provisions shall not be affected thereby.  This Agreement shall be construed 
and the legal relations of the parties hereto shall be determined in 
accordance with the 

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laws of the state of Illinois without reference to the law regarding 
conflicts of law.

          d.   WAIVER.   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 
Agreement to be performed by the other party, shall be deemed a waiver of any 
similar or dissimilar provisions or conditions at the same time or any prior 
or subsequent time.

          e.   NOTICES.  Notices pursuant to this Agreement shall be in 
writing and shall be deemed given when received; and, if mailed, shall be 
mailed by United States registered or certified mail, return receipt 
requested, postage prepaid; and if to Pinnacle, addressed to the principal 
headquarters of Pinnacle, attention: Chairman of the Board; or, if to the 
Executive, to the address set forth below the Executive's signature on this 
Agreement, or to such other address as the party to be notified shall have 
given to the other.

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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

ATTEST:                            PINNACLE BANC GROUP, INC.

By: /s/ Richard W. Burke           By: /s/ John J. Gleason
   ---------------------------        --------------------------
   Name: Richard W. Burke          Name: John J. Gleason
        ----------------------          ------------------------
   Title: Secretary                Title: Chairman
        ----------------------          ------------------------
                            /s/ John J. Gleason, Jr.
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                             (Signature of Executive)

                             115 Muirfield Circle
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                             Wheaton, Illinois 60187
                      ------------------------------------------
                      ------------------------------------------
                               (Address of Executive)