UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000

OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-15123

FIRST NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)

Illinois 31-1182986
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(State of Incorporation) (IRS Employer Identification No.)

78 North Chicago Street, Joliet, Illinois 60432
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (815) 726-4371
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $10.00 par value
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of Common Stock held by non-affiliates on March 7,
2001 was $211,516,921. Based on the last reported price of an actual transaction
in registrant's Common Stock on March 7, 2001, and reports of beneficial
ownership filed by directors and executive officers of registrant and by
beneficial owners of more than 5% of the outstanding shares of Common Stock of
registrant; however, such determination of shares owned by affiliates does not
constitute an admission of affiliate status or beneficial interest in shares of
Common Stock of registrant. At March 7, 2001 there were 3,037,945 shares of
registrant's sole class of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

There is incorporated by reference in this Annual Report on Form 10-K portions
of the information contained in the registrant's proxy statement for its annual
meeting of stockholders originally scheduled to be held March 8, 2001, to the
extent indicated herein. There is incorporated by reference in Parts II and IV
of this Annual Report on Form 10-K portions of the information contained in the
registrant's 2000 annual and financial reports to stockholders to the extent
indicated herein.

TABLE OF CONTENTS

Page
PART I

ITEM 1. Business....................................................... 1

ITEM 2. Properties..................................................... 9

ITEM 3. Legal Proceedings.............................................. 9

ITEM 4. Submission of Matters to a Vote of Security Holders............ 9

PART II

ITEM 5. Market for the Company's Common Stock and Related
Stockholder Matters............................................ 10

ITEM 6. Selected Financial Data........................................ 10

ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 10

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk..... 10

ITEM 8. Financial Statements and Supplementary Data.................... 10

ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure Matters.................... 10

PART III

ITEM 10. Directors and Executive Officers of the Registrant............. 10

ITEM 11. Executive Compensation......................................... 10

ITEM 12. Security Ownership of Certain Beneficial Owners and
Management..................................................... 10

ITEM 13. Certain Relationships and Related Transactions................. 11

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.................................................... 11

SIGNATURES ............................................................... 14

PART I

ITEM 1. BUSINESS

OVERVIEW
First National Bancorp, Inc. ("First National" or the "Company") was formed and
became the parent holding company of First National Bank of Joliet ("FNB" or the
"Bank") on September 30, 1986. Upon shareholders' approval, First National
Bancorp, Inc. issued 625,000 shares of its $10 par value common stock for all of
the outstanding common stock of FNB.

On January 9, 1989, the Company acquired 100% of the outstanding shares of
Southwest Suburban Bank ("SWSB") located in Bolingbrook, Illinois at a total
cash purchase price of $4,681,000. The excess of acquisition cost over the fair
value of net assets acquired was $2,198,000. The acquisition was accounted for
as a purchase.

On December 14, 1990, the Company acquired 100% of the outstanding shares of
Bank of Lockport ("BOL") located in Lockport, Illinois for $12,077,000, paid
through issuing 99,505 common shares of First National stock valued at
$7,167,000 plus cash of $4,910,000. The excess of acquisition cost over the fair
value of net assets acquired was $6,442,000. The acquisition was accounted for
as a purchase.

On October 31, 1994, the Company acquired 100% of the outstanding shares of
Plano Bancshares, Inc. ("Bancshares") located in Plano, Illinois. Bancshares is
the parent holding company of Community Bank of Plano ("Plano"). The purchase
price of Bancshares was $10,737,000, paid through issuing debentures of
$3,776,000 plus cash of $6,961,000. The excess of acquisition cost over the fair
value of net assets acquired was $2,311,000. The acquisition was accounted for
as a purchase. On March 14, 1998, SWSB, BOL and Plano merged into FNB.

The Company has no employees and conducts no active business except through its
banking subsidiary. The only significant asset of the Company is its stock
ownership of the Bank.

RECENT DEVELOPMENTS

MERGER AND MERGER AGREEMENT

On March 1, 2001, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Bank of Montreal, a chartered bank of Canada ("BMO"),
and Bankmont Financial Corp., a Delaware corporation and wholly-owned subsidiary
of BMO ("BFC"), providing for the merger of the Company with and into BFC (the
"Merger"). In connection with the Merger, each share of the Company's common
stock, par value $10.00 per share (the "Company Shares"), will be converted at
the time of the Merger, at the election of each Company shareholder and subject
to adjustment as provided below, into either:

(i) $72.50 in cash (the "Cash Election"); or

(ii) a number of shares of BMO common stock, no par value ("BMO
Shares"), equal to $72.50 divided by the BMO Share Price (as
defined below) (the "Stock Election"); or

(iii) $36.25 in cash and a number of BMO Shares equal to $36.25
divided by the BMO Share Price (the "Combination Election").

The "BMO Share Price" means the average (weighted according to reported daily
trading volume on the New York Stock Exchange and rounded to the nearest $.01)
of the closing prices of the BMO Shares on the ten trading days immediately
prior to the fourth day preceding the closing of the Merger.

Any Company shareholder that fails to make one of the above elections in
connection with the Merger or fails to properly complete and timely return an
election form (a "No Election") will receive $72.50 in cash for each of his or
her Company Shares in the Merger, subject to adjustment as provided below.

The Merger is intended to constitute a tax-free reorganization under the
Internal Revenue Code of 1986, as amended. In order to ensure that the Merger
constitutes a tax-free reorganization, the parties have agreed that at least 50%
of the consideration to be issued or paid in the Merger must consist of BMO
Shares (the "Share Minimum"). If the elections made by Company shareholders in
connection with the Merger would otherwise result in the aggregate number of BMO
Shares to be issued in the Merger constituting less than the Share Minimum, the
elections of certain Company shareholders will be adjusted as follows until the
Share Minimum is satisfied: (i) first, Company shareholders who make No Election
will, instead of receiving cash in the Merger, receive BMO Shares in the Merger;
(ii) second, if necessary, Company shareholders who make a Combination Election
will receive more BMO Shares and less cash in the Merger than they otherwise
would receive by making a Combination Election, or, if necessary, such
shareholders will receive all BMO Shares and no cash in the Merger; and (iii)
third, if necessary, Company shareholders who make a Cash Election will receive
a combination of BMO Shares and cash in connection with the Merger, or, if
necessary, such shareholders will receive all BMO Shares and no cash in the
Merger.

Consummation of the Merger is subject to various conditions, including (i) the
approval of the Merger Agreement and the Merger by the holders of two-thirds of
the outstanding Company Shares, (ii) the receipt of requisite regulatory
approvals, and (iii) registration of the BMO Shares to be issued in the Merger
under the Securities Act of 1933, as amended.

SHARE OPTION AGREEMENT

Concurrently with the execution of the Merger Agreement, the Company and BMO
entered into a Share Option Agreement, dated as of March 1, 2001 (the "Share
Option Agreement"), pursuant to which the Company granted BMO an option to
purchase, upon the terms and subject to the conditions set forth in the Share
Option Agreement, up to 604,553 of the Company Shares (approximately 19.9% of
the Company Shares) at a per share exercise price of $72.50, subject to
adjustment as provided in the Share Option Agreement.

VOTING AGREEMENT

Concurrently with the execution of the Merger Agreement, each of the members of
the Company's board of directors entered into a Voting Agreement with BMO, dated
as of March 1, 2001 (the "Voting Agreement"), pursuant to which the directors
agreed to vote their Common Shares in favor of the approval of the Merger and
the Merger Agreement. As of the date of the Voting Agreement, the directors
directly owned and were entitled to vote, in the aggregate, approximately 11.3%
of the outstanding Company Shares.

RIGHTS AMENDMENT

Immediately prior to the execution of the Merger Agreement, the Share Option
Agreement and the Voting Agreement, the Company entered into Amendment No. 1,
dated March 1, 2001 (the "Rights Amendment"), to the Rights Agreement, dated as
of November 14, 1996, between the Company and Harris Trust and Savings Bank, as
rights agent, to make the provisions of the Rights Agreement inapplicable to the
transactions contemplated by the Merger Agreement, the Share Option Agreement
and the Voting Agreement.

ADJOURNMENT OF ANNUAL SHAREHOLDERS' MEETING

In light of the execution of the Merger Agreement and of the need to hold a
shareholders' meeting later this year to vote on the Merger, the Company
adjourned its previously scheduled March 8th annual meeting of shareholders
without conducting any business at the meeting. Instead, the Company will hold a
shareholders' meeting to consider and vote on the proposed Merger and any other
necessary business at a later date. The Company will inform its shareholders of
the new date, time and place at which the shareholders' meeting will be held in
a notice which will be included in the proxy statement/prospectus described
below.

In connection with the Merger, BMO will be filing a registration statement and
other documents with the Securities and Exchange Commission ("SEC"). The
registration statement will contain the proxy statement of the Company and the
prospectus of BMO. Shareholders and investors should read this combined proxy
statement/prospectus and any other relevant documents filed with the SEC when
they become available because they will contain important

information concerning the proposed Merger, among other things. The Company
will mail the proxy statement/prospectus and the other relevant documents
free of charge to shareholders of record of the Company on the new record
date to be set for the shareholders' meeting. Shareholders of the Company
will also be able to obtain the proxy statement/prospectus and other relevant
documents free of charge at the SEC's website, WWW.SEC.GOV, or by requesting
these documents from BMO at Bank of Montreal, Corporate Secretary's
Department, 21st floor, 1 First Canadian Place, Toronto, Ontario, M5X 1A1, or
from the Company at First National Bancorp, 78 North Chicago Street, Joliet,
Illinois 60432.

EXHIBITS

The foregoing summary of the Merger Agreement, the Share Option Agreement, the
Voting Agreement and the Rights Amendment is qualified in its entirety by
reference to the text of such documents, copies of which are incorporated by
reference as exhibits hereto, and are incorporated herein by reference.

SUBSIDIARY DESCRIPTION
The Bank is a commercial, national FDIC insured bank with its main office
located at 78 North Chicago Street, Joliet, Illinois 60432. The Bank is located
approximately 45 miles southwest of Chicago and has Joliet and the western
portion of Will County as its primary service area. The Bank was organized as a
national banking organization on June 6, 1933, and currently has 17 branches in
addition to the main bank location.

Approximately 87% of the Bank's assets are located within Will County, Illinois.
Will County has become one of the fastest growing areas in Illinois with an
average population growth in excess of 3% per year since 1990. Total population
exceeds 475,000 with a labor force of over 245,000. Unemployment has remained
consistently under 6% since 1994. This population growth and stable employment
levels are factors contributing to the Bank's loan growth in the last three
years. In particular, commercial and consumer loan volumes have all been
positively affected by these economic conditions with increases of 47% and 13%,
respectively in the three years ending December 31, 2000.

COMPETITION
Active competition exists in all services offered by the Bank, not only with
other national and state banks, but also with savings and loan associations,
finance companies, personal loan companies, credit unions, money market mutual
funds, mortgage bankers and other financial institutions serving this market
area. The principal methods of competition in the financial services industry
are price, service and convenience.

BANK LOANS
The Bank's loan portfolio consists of commercial, commercial real estate,
construction, agricultural, residential real estate and consumer loans. The loan
portfolio is diversified so that slowdowns or problems in one specific area
would not cause a significant problem. The repayment terms and rates, credit
criteria employed, and risks associated with each loan category are governed by
a written lending policy approved by the Company's board of directors. Loans
greater than $30,000 require the approval of a lending committee consisting of
senior loan officers which meets twice each week.

BANK DEPOSITS
No material portion of the Bank's deposits have been obtained from a person or
group that withdrawal of such deposits would have an adverse effect on the
business of the Company.

SEASONAL
Business is not affected in a material manner by change of seasons.

FOREIGN SOURCES
Neither the Company nor its subsidiary, the Bank, are involved with foreign
investments.

COMPLIANCE

Compliance with federal, state, and local provisions relating to the protection
of the environment should not have a material effect upon the capital
expenditures, earnings and competitive position of the Company.

EMPLOYMENT
As of December 31, 2000, the Bank had 296 full-time and 140 part-time employees.

SERVICES
The Bank offers varied savings and certificate of deposit options, commercial
lending and consumer lending, along with credit card and regular checking
services.

SUPERVISION AND REGULATION

GENERAL

Financial institutions and their holding companies are extensively
regulated under federal and state law. As a result, the growth and earnings
performance of the Company can be affected not only by management decisions and
general economic conditions, but also by the requirements of applicable state
and federal statutes and regulations and the policies of various governmental
regulatory authorities, including the Office of the Comptroller of the Currency
(the "OCC"), the Board of Governors of the Federal Reserve System (the "Federal
Reserve"), the Federal Deposit Insurance Corporation (the "FDIC"), the Internal
Revenue Service and state taxing authorities and the Securities and Exchange
Commission (the "SEC"). The effect of applicable statutes, regulations and
regulatory policies can be significant, and cannot be predicted with a high
degree of certainty.

Federal and state laws and regulations generally applicable to financial
institutions, such as the Company and the Bank, regulate, among other things,
the scope of business, investments, reserves against deposits, capital levels
relative to operations, the nature and amount of collateral for loans, the
establishment of branches, mergers, consolidations and dividends. The system
of supervision and regulation applicable to the Company and the Bank
establishes a comprehensive framework for their respective operations and is
intended primarily for the protection of the FDIC's deposit insurance funds
and the depositors, rather than the shareholders, of financial institutions.

The following is a summary of the material elements of the regulatory
framework that applies to the Company and the Bank subsidiary. It does not
describe all of the statutes, regulations and regulatory policies that apply
to the Company and the Bank, nor does it restate all of the requirements of
the statutes, regulations and regulatory policies that are described. As
such, the following is qualified in its entirety by reference to the
applicable statutes, regulations and regulatory policies. Any change in
applicable law, regulations or regulatory policies may have a material effect
on the business of the Company and the Bank.

THE COMPANY

GENERAL. The Company, as the sole shareholder of the Bank, is a bank holding
company. As a bank holding company, the Company is registered with, and is
subject to regulation by, the Federal Reserve under the Bank Holding Company
Act, as amended (the "BHCA"). In accordance with Federal Reserve policy, the
Company is expected to act as a source of financial strength to the Bank and
to commit resources to support the Bank in circumstances where the Company
might not otherwise do so. Under the BHCA, the Company is subject to periodic
examination by the Federal Reserve. The Company is also required to file with
the Federal Reserve periodic reports of the Company's operations and such
additional information regarding the Company and the Bank as the Federal
Reserve may require.

INVESTMENTS AND ACTIVITIES. Under the BHCA, a bank holding company must
obtain Federal Reserve approval before: (i) acquiring, directly or
indirectly, ownership or control of any voting shares of another bank or bank

holding company if, after the acquisition, it would own or control more than
5% of the shares of the other bank or bank holding company (unless it already
owns or controls the majority of such shares); (ii) acquiring all or
substantially all of the assets of another bank; or (iii) merging or
consolidating with another bank holding company. Subject to certain
conditions (including certain deposit concentration limits established by the
BHCA), the Federal Reserve may allow a bank holding company to acquire banks
located in any state of the United States without regard to whether the
acquisition is prohibited by the law of the state in which the target bank is
located. In approving interstate acquisitions, however, the

Federal Reserve is required to give effect to applicable state law
limitations on the aggregate amount of deposits that may be held by the
acquiring bank holding company and its insured depository institution
affiliates in the state in which the target bank is located (provided that
those limits do not discriminate against out-of-state depository institutions
or their holding companies) and state laws which require that the target bank
have been in existence for a minimum period of time (not to exceed five
years) before being acquired by an out-of-state bank holding company.

The BHCA also generally prohibits the Company from acquiring direct or
indirect ownership or control of more than 5% of the voting shares of any
company which is not a bank and from engaging in any business other than that
of banking, managing and controlling banks or furnishing services to banks
and their subsidiaries. This general prohibition is subject to a number of
exceptions. The principal exception allows bank holding companies to engage
in, and to own shares of companies engaged in, certain businesses found by
the Federal Reserve to be "so closely related to banking ... as to be a
proper incident thereto." Under current regulations of the Federal Reserve,
this authority would permit the Company to engage in a variety of
banking-related businesses, including the operation of a thrift, sales and
consumer finance, equipment leasing, the operation of a computer service
bureau (including software development), and mortgage banking and brokerage.
Eligible bank holding companies that elect to operate as financial holding
companies may engage in, or own shares in companies engaged in, a wider range
of nonbanking activities, including securities and insurance activities and
any other activity that the Federal Reserve, in consultation with the
Secretary of the Treasury, determines by regulation or order is financial in
nature, incidental to any such financial activity or complementary to any
such financial activity and does not pose a substantial risk to the safety or
soundness of depository institutions or the financial system generally. The
BHCA generally does not place territorial restrictions on the domestic
activities of non-bank subsidiaries of bank or financial holding companies.
As of the date of this filing, the Company has not applied for nor received
approval to operate as a financial holding company.

Federal law also prohibits any person or company from acquiring "control" of
a bank or a bank holding company without prior notice to the appropriate
federal bank regulator. "Control" is defined in certain cases as the
acquisition of 10% of the outstanding shares of a bank or bank holding
company.

CAPITAL REQUIREMENTS. Bank holding companies are required to maintain minimum
levels of capital in accordance with Federal Reserve capital adequacy
guidelines. If capital falls below minimum guideline levels, a bank holding
company, among other things, may be denied approval to acquire or establish
additional banks or non-bank businesses.

The Federal Reserve's capital guidelines establish the following minimum
regulatory capital requirements for bank holding companies: (i) a risk-based
requirement expressed as a percentage of total risk-weighted assets, and (ii)
a leverage requirement expressed as a percentage of total assets. The
risk-based requirement consists of a minimum ratio of total capital to total
risk-weighted assets of 8%, at least one-half of which must be Tier 1
capital. The leverage requirement consists of a minimum ratio of Tier 1
capital to total assets of 3% for the most highly rated companies, with a
minimum requirement of 4% for all others. For purposes of these capital
standards, Tier 1 capital consists primarily of stockholders' equity
excluding accumulated other comprehensive income or loss less intangible
assets (other than certain mortgage servicing rights and purchased credit
card relationships). Total capital consists primarily of Tier 1 capital plus
the Company's allowance for loan losses.

The risk-based and leverage standards described above are minimum
requirements. Higher capital levels will be required if warranted by the
particular circumstances or risk profiles of individual banking
organizations. For example, the Federal Reserve's capital guidelines
contemplate that additional capital may be required to take adequate account
of, among other things, interest rate risk, or the risks posed by
concentrations of credit,

nontraditional activities or securities trading activities. Further, any
banking organization experiencing or anticipating significant growth would be
expected to maintain capital ratios, including tangible capital positions
(I.E., Tier 1 capital less all intangible assets), well above the minimum
levels.

As of December 31, 2000, the Company had regulatory capital in excess of the
Federal Reserve's minimum requirements, with a risk-based capital ratio of
14.62% and a leverage ratio of 8.68%.

DIVIDENDS. The Illinois Business Corporation Act, as amended, prohibits the
Company from paying a dividend if, after giving effect to the dividend: (i)
the Company would be insolvent; or (ii) the net assets of the Company would
be less than zero; or (iii) the net assets of the Company would be less than
the maximum amount then payable to shareholders of

the Company who would have preferential distribution rights if the Company
were liquidated. Additionally, the Federal Reserve has issued a policy
statement with regard to the payment of cash dividends by bank holding
companies. The policy statement provides that a bank holding company should
not pay cash dividends which exceed its net income or which can only be
funded in ways that weaken the bank holding company's financial health, such
as by borrowing. The Federal Reserve also possesses enforcement powers over
bank holding companies and their non-bank subsidiaries to prevent or remedy
actions that represent unsafe or unsound practices or violations of
applicable statutes and regulations. Among these powers is the ability to
proscribe the payment of dividends by banks and bank holding companies.

FEDERAL SECURITIES REGULATION. The Company's common stock is registered with
the SEC under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Consequently, the
Company is subject to the information, proxy solicitation, insider trading
and other restrictions and requirements of the SEC under the Exchange Act.

THE BANK

GENERAL. The Bank is a national bank, chartered by the OCC under the National
Bank Act. The deposit accounts of the Bank are insured by the FDIC's Bank
Insurance Fund ("BIF"), and the Bank is a member of the Federal Reserve
System. As a BIF-insured national bank, the Bank is subject to the
examination, supervision, reporting and enforcement requirements of the OCC,
as the chartering authority for national banks, and the FDIC, as
administrator of the BIF.

DEPOSIT INSURANCE. As an FDIC-insured institution, the Bank is required to
pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a
risk-based assessment system under which all insured depository institutions
are placed into one of nine categories and assessed insurance premiums based
upon their respective levels of capital and results of supervisory
evaluations. Institutions classified as well-capitalized (as defined by the
FDIC) and considered healthy pay the lowest premium while institutions that
are less than adequately capitalized (as defined by the FDIC) and considered
of substantial supervisory concern pay the highest premium. Risk
classification of all insured institutions is made by the FDIC for each
semi-annual assessment period.

During the year ended December 31, 2000, BIF assessments ranged from 0% of
deposits to 0.27% of deposits. For the semi-annual assessment period
beginning January 1, 2001, BIF assessment rates will continue to range from
0% of deposits to 0.27% of deposits.

The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution (i)
has engaged or is engaging in unsafe or unsound practices, (ii) is in an
unsafe or unsound condition to continue operations or (iii) has violated any
applicable law, regulation, order, or any condition imposed in writing by, or
written agreement with, the FDIC. The FDIC may also suspend deposit insurance
temporarily during the hearing process for a permanent termination of
insurance if the institution has no tangible capital. Management of the
Company is not aware of any activity or condition that could result in
termination of the deposit insurance of the Bank.

FICO ASSESSMENTS. Since 1987, a portion of the deposit insurance assessments
paid by members of the FDIC's Savings Association Insurance Fund ("SAIF") has
been used to cover interest payments due on the outstanding

obligations of the Financing Corporation ("FICO"). FICO was created in 1987
to finance the recapitalization of the Federal Savings and Loan Insurance
Corporation, the SAIF's predecessor insurance fund. As a result of federal
legislation enacted in 1996, beginning as of January 1, 1997, both SAIF
members and BIF members became subject to assessments to cover the interest
payments on outstanding FICO obligations. These FICO assessments are in
addition to amounts assessed by the FDIC for deposit insurance. Between
January 1, 2000 and the final maturity of the outstanding FICO obligations in
2019, BIF members and SAIF members will share the cost of the interest on the
FICO bonds on a PRO RATA basis. During the year ended December 31, 2000, the
FICO assessment rate for BIF and SAIF members was approximately 0.02% of
deposits. During the year ended December 31, 2000, the Bank paid FICO
assessments totaling $161,512.

SUPERVISORY ASSESSMENTS. All national banks are required to pay
supervisory assessments to the OCC to fund the operations of the OCC. The amount
of the assessment is calculated using a formula which takes into account the
bank's size and its supervisory condition (as determined by the composite rating
assigned to the bank as a result of its most recent OCC examination). During the
year ended December 31, 2000, the Bank paid supervisory assessments to the OCC
totaling $198,701.

CAPITAL REQUIREMENTS. The OCC has established the following minimum
capital standards for national banks, such as the Bank: (i) a leverage
requirement consisting of a minimum ratio of Tier 1 capital to total assets of
3% for the most highly-rated banks with a minimum requirement of at least 4% for
all others, and (ii) a risk-based capital requirement consisting of a minimum
ratio of total capital to total risk-weighted assets of 8%, at least one-half of
which must be Tier 1 capital. For purposes of these capital standards, Tier 1
capital and total capital consist of substantially the same components as Tier 1
capital and total capital under the Federal Reserve's capital guidelines for
bank holding companies (SEE "--The Company--Capital Requirements").

The capital requirements described above are minimum requirements. Higher
capital levels will be required if warranted by the particular circumstances
or risk profiles of individual institutions. For example, the regulations of
the OCC provide that additional capital may be required to take adequate
account of, among other things, interest rate risk or the risks posed by
concentrations of credit, nontraditional activities or securities trading
activities.

During the year ended December 31, 2000, the Bank was not required by the OCC
to increase its capital to an amount in excess of the minimum regulatory
requirement. As of December 31, 2000, the Bank exceeded its minimum
regulatory capital requirements with a leverage ratio of 8.62% and a
risk-based capital ratio of 14.52%.

Federal law provides the federal banking regulators with broad power to take
prompt corrective action to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized," in each case as defined by regulation. Depending upon the
capital category to which an institution is assigned, the regulators'
corrective powers include: (i) requiring the institution to submit a capital
restoration plan; (ii) limiting the institution's asset growth and
restricting its activities; (iii) requiring the institution to issue
additional capital stock (including additional voting stock) or to be
acquired; (iv) restricting transactions between the institution and its
affiliates; (v) restricting the interest rate the institution may pay on
deposits; (vi) ordering a new election of directors of the institution; (vii)
requiring that senior executive officers or directors be dismissed; (viii)
prohibiting the institution from accepting deposits from correspondent banks;
(ix) requiring the institution to divest certain subsidiaries; (x)
prohibiting the payment of principal or interest on subordinated debt; and
ultimately, (xi) appointing a receiver for the institution. As of December
31, 2000, the Bank was well capitalized as defined by OCC regulations.

DIVIDENDS. The National Bank Act imposes limitations on the amount of dividends
that may be paid by a national bank, such as the Bank. Generally, a national
bank may pay dividends out of its undivided profits, in such amounts and at such
times as the bank's board of directors deems prudent. Without prior OCC
approval, however, a national bank may not pay dividends in any calendar year
which, in the aggregate, exceed the bank's year-to-date net income plus the
bank's retained net income for the two preceding years.

The payment of dividends by any financial institution or its holding company
is affected by the requirement to maintain adequate capital pursuant to
applicable capital adequacy guidelines and regulations, and a financial
institution generally is prohibited from paying any dividends if, following
payment thereof, the institution would be undercapitalized. As described
above, the Bank exceeded its minimum capital requirements under applicable
guidelines as of December 31, 2000. As of December 31, 2000, approximately $
10.7 million was available to be paid as dividends to the Company by the
Bank. Notwithstanding the availability of funds for dividends, however, the
OCC may prohibit the payment of any dividends by the Bank if the OCC
determines such payment would constitute an unsafe or unsound practice.

INSIDER TRANSACTIONS. The Bank is subject to certain restrictions imposed by
federal law on extensions of credit to the Company, on investments in the
stock or other securities of the Company and the acceptance of the stock or
other securities of the Company as collateral for loans. Certain limitations
and reporting requirements are also placed on extensions of credit by the
Bank to its directors and officers, to directors, officers and principal
shareholders of the Company and to "related interests" of such directors,
officers and principal shareholders. In addition, federal law and regulations
may affect the terms upon which any person becoming a director, officer or
principal shareholder of the Company or a director or officer of the Bank may
obtain credit from banks with which the Bank maintains a correspondent
relationship.

SAFETY AND SOUNDNESS STANDARDS. The federal banking agencies have adopted
guidelines which establish operational and managerial standards to promote
the safety and soundness of federally insured depository institutions. The

guidelines set forth standards for internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest
rate exposure, asset growth, compensation, fees and benefits, asset quality
and earnings.

In general, the safety and soundness guidelines prescribe the goals to be
achieved in each area, and each institution is responsible for establishing
its own procedures to achieve those goals. If an institution fails to comply
with any of the standards set forth in the guidelines, the institution's
primary federal regulator may require the institution to submit a plan for
achieving and maintaining compliance. If an institution fails to submit an
acceptable compliance plan, or fails in any material respect to implement a
compliance plan that has been accepted by its primary federal regulator, the
regulator is required to issue an order directing the institution to cure the
deficiency. Until the deficiency cited in the regulator's order is cured, the
regulator may restrict the institution's rate of growth, require the
institution to increase its capital, restrict the rates the institution pays
on deposits or require the institution to take any action the regulator deems
appropriate under the circumstances. Noncompliance with the standards
established by the safety and soundness guidelines may also constitute
grounds for other enforcement action by the federal banking regulators,
including cease and desist orders and civil money penalty assessments.

BRANCHING AUTHORITY. National banks headquartered in Illinois, such as the
Bank, have the same branching rights in Illinois as banks chartered under
Illinois law. Illinois law grants Illinois-chartered banks the authority to
establish branches anywhere in the State of Illinois, subject to receipt of
all required regulatory approvals.

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Riegle-Neal Act"), both state and national banks are allowed to
establish interstate branch networks through acquisitions of other banks,
subject to certain conditions, including certain limitations on the aggregate
amount of deposits that may be held by the surviving bank and all of its
insured depository institution affiliates. The establishment of new
interstate branches or the acquisition of individual branches of a bank in
another state (rather than the acquisition of an out-of-state bank in its
entirety) is allowed by the Riegle-Neal Act only if specifically authorized
by state law. The legislation allowed individual states to "opt-out" of
certain provisions of the Riegle-Neal Act by enacting appropriate legislation
prior to June 1, 1997. Illinois permits interstate mergers subject to certain
conditions, including a prohibition against interstate mergers involving an
Illinois bank that has been in existence and continuous operation for fewer
than five years.

FINANCIAL SUBSIDIARIES. Eligible national banks are authorized to engage,
through "financial subsidiaries," in certain activities that are permissible
for financial holding companies (as described above) and certain activities
that the Secretary of the Treasury, in consultation with the Federal Reserve,
determines is financial in nature or

incidental to any such financial activity. As of the date of this filing, the
Bank has not applied for nor received approval to establish any financial
subsidiaries.

FEDERAL RESERVE SYSTEM. Federal Reserve regulations, as presently in effect,
require depository institutions to maintain non-interest earning reserves
against their transaction accounts (primarily NOW and regular checking
accounts), as follows: for transaction accounts aggregating $42.8 million or
less, the reserve requirement is 3% of total transaction accounts; and for
transaction accounts aggregating in excess of $42.8 million, the reserve
requirement is $1.284 million plus 10% of the aggregate amount of total
transaction accounts in excess of $42.8 million. The first $5.5 million of
otherwise reservable balances are exempted from the reserve requirements.
These reserve requirements are subject to annual adjustment by the Federal
Reserve. The Bank is in compliance with the foregoing requirements.

ITEM 2. PROPERTIES

The main building of the Company is located at 78 North Chicago Street,
Joliet, Illinois. The Bank owns this building. The land on which it is
located is owned by the Company. The Bank has seventeen additional
facilities, of which fourteen are owned and three are leased. The address and
approximate square footage of each location are as follows:

Approximate
Location Square Feet Status
------------------------------------------------------------------------------------------------

78 North Chicago St., Joliet 25,000 Owned
Scott and Jefferson, Joliet 1,600 Owned
Midland and Campbell, Joliet 4,200 Owned
Black and Essington Roads, Joliet 12,000 Owned
1590 North Larkin, Joliet 1,100 Leased
191 South Larkin, Joliet 900 Leased
207 Mondamin St., Minooka 2,000 Owned
23841 West Eames, Channahon 100 Leased
Route 52 and Brookshore, Shorewood 1,200 Owned
24745 West Eames, Channahon 1,400 Owned
626 Townhall Drive, Romeoville 6,500 Owned
225 Lily Cache Lane, Bolingbrook 8,800 Owned
826 East 9th Street, Lockport 27,000 Owned
Cedar Road. and 159th St., Lockport 9,000 Owned
2005 West Route 34, Plano 10,000 Owned
80 South Weber Road, Romeoville 1,600 Owned
15900 South Division Street, Plainfield 2,000 Owned
505 State Street, Manhattan 2,100 Owned

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings pending to which the Company or its
subsidiary is a party other than ordinary routine litigation incidental to
their respective businesses.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II.

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION

As of December 31, 2000, the Company had 2,445 shareholders of record of its
common stock. First National Common Stock is traded primarily through the
offices of Stofan, Agazzi & Co., Richard B. Vance & Co., A. G. Edwards &
Sons, Inc., Edward D. Jones & Co. and ABN AMRO Securities, Inc. Information
on dividends paid and the price range of the Company's common stock on a
quarterly basis in 2000 and 1999 is presented on page 9 of the Company's 2000
Annual Report to Stockholders and is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The five year summary of selected financial data is presented as Selected
Financial Data on page 9 of the Company's 2000 Annual Report to Stockholders and
is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's discussion and analysis appearing on pages 1 through 11 of the 2000
Financial Report and the additional statistical information appearing on pages
12 through 16 of the 2000 Financial Report are incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding quantitative and qualitative disclosures about market risk
appearing on pages 8 and 9 of the 2000 Financial Report are incorporated herein
by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and Notes thereto and Report of
Independent Auditors thereon appearing on pages 17 through 35 of the 2000
Financial Report are incorporated herein by reference. See Item 14 for
information concerning financial statements and schedules filed with the
report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE MATTERS

No disagreements on accounting and financial disclosure matters have occurred
for the 24 months prior to, or in months subsequent to, December 31, 2000.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information appearing on pages 2 through 4 of the Notice of Annual Meeting
of Stockholders and Proxy Statement is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information appearing on pages 6 and 7 of the Notice of Annual Meeting of
Stockholders and Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information appearing on pages 2 and 3 of the Notice of Annual Meeting of
Stockholders and Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information appearing on pages 2 through 4 of Notice of Annual Meeting of
Stockholders and Proxy Statement is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. The Consolidated Financial Statements of the Company and report of
independent auditors are incorporated herein by reference from the 2000
Financial Report to Stockholders as listed below:

Financial
-----------
Report Pages
-------------

Consolidated balance sheets as of December 31, 2000 and 1999............... 18

Consolidated statements of income for the years ended 19
December 31, 2000, 1999, and 1998.........................................

Consolidated statements of stockholders' equity for the years ended
December 31, 2000, 1999, and 1998 ...................................... 20

Consolidated statements of cash flows for the years ended
December 31, 2000, 1999, and 1998........................................ 21

Notes to consolidated financial statements............................... 22-35

Report of Independent Auditors on the Consolidated Financial Statements .. 17

The following index provides the location of the statistical information
included in the 2000 Financial Report to Stockholders which is incorporated
herein by reference.

Financial
Report Page
-----------

Average Balance Sheets, Interest Margin, and Interest Rates .................... 3

Nonperforming Loans ............................................................ 4

Potential Problem Loans ........................................................ 5

Asset/Liability Management (liquidity)......................................... 7

Interest Differential (Rate/Volume Analysis).................................... 12

Securities...................................................................... 12

Securities Maturities and Weighted Average Interest Rate........................ 13

Loan Portfolio by Major Category................................................ 14

Loan Maturities and Rate Sensitivity............................................ 14

Summary of Loan Loss Activity................................................... 15

Allocation of the Allowance for Loan Losses..................................... 16

Deposits (Time Deposits of $100,000 or More).................................... 16

Disclosure of the Effect on Interest Income from Impaired Loans ................ 26

Short-term Borrowings .......................................................... 27

Quarterly Results of Operations 2000-1999 (Unaudited)........................... 35

3. Exhibits

2.1 Merger Agreement dated December 12, 1997 between First National
Bank of Joliet and Bank of Lockport, Southwest Suburban Bank and
Community Bank of Plano (incorporated by reference to Part IV of
Form 10-K for the year ended December 31, 1997, File No.
0-15123).

2.2 Agreement and Plan of Merger, dated as of March 1, 2001, by and
between First National Bancorp, Inc., Bank of Montreal and
Bankmont Financial Corporation (without exhibits) (incorporated
by reference to Exhibit 2.1 to First National Bancorp, Inc.'s
Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 6, 2001, as amended).

3.1a Articles of Incorporation of First National Bancorp, Inc.
(incorporated by reference to Appendix III of Registration
Statement Form S-4, File No. 0-15123, dated February 17, 1986).

3.1b Amendment to the Articles of Incorporation dated March 9, 1988
(incorporated by reference to Part IV of Form 10-K for the year
ended December 31, 1987, File No. 0-15123).

3.2 By-laws of First National Bancorp, Inc. (incorporated by
reference to Part IV of Form 10-K for the year ended December
31, 1986, File No. 0-15123).

3.3 By-laws of First National Bank of Joliet as revised on March 12,
1998 (incorporated by reference to Part IV of Form 10-K for the
year ended December 31, 1997, File No. 0-15123).

4 Instruments defining rights of security holders (incorporated by
reference to pages 31 through 33 of Registration Statement Form
S-4, File No. 0-15123, dated February 17, 1986).

4.1 Rights Agreement for Preferred Share Purchase Rights, dated
November 14, 1996 (incorporated by reference to Form 8-A, File
No. 0-15123).

4.2 Amendment No. 1, dated as of March 1, 2001, to the Rights
Agreement, dated as of November 14, 1996, between First National
Bancorp, Inc. and Harris Trust and Savings Bank (incorporated by
reference to Exhibit 4.1 to First National Bancorp, Inc.'s Form
8-A filed with the Securities and Exchange Commission on March
5, 2001).

10.2a First National Bancorp, Inc. Employee Profit Sharing and
Retirement Plan, (incorporated by reference to Part IV of Form
10-K for the year ended December 31, 1998, File No. 0-15123). *

10.2b First National Bancorp, Inc. Employee Profit Sharing and
Retirement Plan as amended and restated, (incorporated by
reference to Exhibit 10.1 to First National Bancorp, Inc.'s Form
S-8 filed with the Securities and Exchange Commission on June 9,
2000). *

10.3a First National Bancorp, Inc. 401(k) Plan, (incorporated by
reference to Part IV of Form 10-K for the year ended December
31, 1993, File No. 0-15123). *

10.3b Amendment of the First National Bancorp, Inc. 401(K) Plan,
(incorporated by reference to Part IV of Form 10-K for the year
ended December 31, 1994, File No. 0-15123). *

10.4 First National Bancorp, Inc. Employees' Cafeteria Plan,
(incorporated by reference to Part IV of Form 10-K for the year
ended December 31, 1995, File No. 0-15123). *

10.5 Synopsis of computer service contract dated December 11, 1996
between FISERV Solutions, Inc. (service provider) and First
National Bancorp, Inc. (customer), (incorporated by reference to
Part IV of Form 10-K for the year ended December 31, 1996, File
No. 0-15123).

10.6 Voting Agreement, dated as of March 1, 2001, between Bank of
Montreal and each of the members of the board of directors of
First National Bancorp, Inc. (incorporated by reference to
Exhibit 99.2 to First National Bancorp, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on
March 6, 2001, as amended).

10.7 Stock Option Agreement, dated as of March 1, 2001, between Bank
of Montreal and First National Bancorp, Inc. (incorporated by
reference to Exhibit 10.1 to First National Bancorp, Inc.'s
Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 6, 2001, as amended).

10.8 Form of Change in Control Agreement entered into during the
quarter ended December 31, 2000, by First National Bancorp, Inc.
and each of the members of the Board of Directors of First
National Bancorp, Inc. *

10.9 Form of Change in Control Agreement entered into during the
quarter ended December 31, 2000, by First National Bancorp, Inc.
and certain executive and senior officers of First National Bank
of Joliet. *

* Management contract or compensatory plan or arrangement of
the Company

11 Statement re: computation of per share earnings

13 2000 annual and financial reports to shareholders

21 Subsidiaries of the Registrant

22 Notice of Annual Shareholders Meeting of First National Bancorp,
Inc.

(b) Reports on Form 8-K

There were no events or transactions requiring a Form 8-K to be filed
during the fourth quarter of 2000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Joliet, State of
Illinois, on this 8th day of March, 2001.

FIRST NATIONAL BANCORP, INC.
(Registrant)

By: /s/ Kevin T. Reardon
---------------------------------------
Kevin T. Reardon
Chairman of the Board
& Chief Executive Officer

By: /s/ Albert G. D'Ottavio
---------------------------------------
Albert G. D'Ottavio
President & Director
(Chief Financial Officer)
Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below on the 8th day of March, 2001 by the following persons on behalf of
the registrant in the capacities indicated.

NAME TITLE

/s/ Kevin T. Reardon Chairman of the Board
-------------------- and
Chief Executive Officer

/s/ Albert G. D'Ottavio President and Director
------------------------ (Chief Operating Officer)
(Chief Financial Officer)

/s/ Walter F. Nolan Director
---------------------

/s/ George H. Buck Director
----------------------

/s/ Charles R. Peyla Director
----------------------

/s/ Louis R. Peyla Director
----------------------