Exhibit 99.5

 
                       ILLINOIS COMMUNITY BANCORP, INC.
                     1996 STOCK OPTION AND INCENTIVE PLAN

                      Stock Appreciation Rights Agreement
                        Not In Tandem with Stock Option

     On the date of grant specified below, the Stock Option Committee of
Illinois Community Bancorp, Inc. (the "Company") hereby grants to
________________ (the "Optionee") a total of ___ Stock Appreciation Rights
(SARs), subject to the terms and conditions set forth in the Illinois Community
Bancorp, Inc. 1996 Stock Option and Incentive Plan (the "Plan") (a copy of which
is available to the Optionee upon request). The terms and conditions of the Plan
are incorporated herein by reference.

     (a)  The exercise price is $____ for each share, such price being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.

     (b)  The SAR shall be exercisable to the extent permitted in the Plan.

     (c)  The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess of
the fair market value on the date of exercise of the Shares of Common Stock
subject to such SAR over the exercise price specified in Paragraph (a) hereof.

     (d)  Payment hereunder shall be made in shares of Common Stock or in
cash as provided in the Plan.

     (e)  The SAR is nontransferable, except in accordance with Section 12
of the Plan.

     (f)  The SAR may be exercised only in accordance with Sections 8 and 10 of
the Plan, and only when there is a positive spread, i.e., when the market price
of the Common Stock subject to the SAR exceeds the exercise price of the SAR.

     (g)  In the event of any inconsistency or conflict between this Agreement
and the Plan, the Plan shall be controlling and supercede any conflicting or
inconsistent provision of the Agreement.


                                     ILLINOIS COMMUNITY BANCORP, INC.      
                                     1996 STOCK OPTION AND INCENTIVE     
                                      PLAN COMMITTEE                     
                                                                        
                                     By:  ______________________________
                                                                        
Date of Grant:                       ATTEST:                            
                                                                        
__________________                        ______________________________