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 [FEE REQUIRED]
For the fiscal year ended December 31, 1997

OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to _____________________

Commission file number: 0-15123

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

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

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

Registrant's telephone number, including area code (815) 726-4371
---------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
- --------------------------------------------- --------------------------------------

Common Stock, $10.00 par value None

Securities registered pursuant to Section 12(g) of the Act: Common
-------------------------------------

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 6,
1998 was $153,203,652. Based on the last reported price of an actual
transaction in registrant's Common Stock on March 6, 1998, 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 6, 1998 there
were 2,431,804 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 held March 12, 1998, 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 1997 annual
and financial reports to stockholders to the extent indicated herein.

TABLE OF CONTENTS

Page
----

PART I

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

ITEM 2. Properties........................................... 8

ITEM 3. Legal Proceedings.................................... 8

ITEM 4. Submission of Matters to a Vote of Security Holders.. 8

PART II

ITEM 5. Market for the Company's Common Stock and Related
Stockholder Matters.................................. 8

ITEM 6. Selected Financial Data.............................. 8

ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 8

ITEM 8. Financial Statements and Supplementary Data.......... 9

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....... 10

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.......................................... 10

SIGNATURES..................................................... 17

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") 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. The merger was accounted for as a
pooling of interests and thus all financial statements and data include the
results of operations of First National Bank of Joliet as a wholly-owned
subsidiary.

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 has been
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 Bancorp, Inc. 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
has been 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 has
been accounted for as a purchase with results of operations of Bancshares
since October 31, 1994 included in the consolidated financial statements.
FNB, SWSB, BOL and Plano are sometimes referred to as the "Banks". With the
close of business on March 14, 1998, SWSB, BOL and Plano will be merged into
FNB.

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

SUBSIDIARY DESCRIPTIONS
FNB is a commercial, national FDIC insured bank with its main office located
at 78 North Chicago Street, Joliet, Illinois 60432. FNB is located
approximately 45 miles southwest of Chicago and has Joliet and the western
portion of Will County as its primary service area. FNB was organized as a
national banking organization on June 6, 1933, and currently has ten branch
locations.

SWSB is a state chartered, FDIC insured bank, located at 224 Lily Cache Lane
in Bolingbrook, Illinois. SWSB is located approximately 25 miles southwest
of Chicago and has Bolingbrook, Romeoville, Woodridge, and Lemont as its
primary service area. Southwest Suburban Bank was organized as a state bank
on July 18, 1979.

BOL is a state chartered, FDIC insured bank, located at 826 East 9th Street
in Lockport, Illinois. The only branch of BOL is located at the intersection
of 159th Street and Cedar Road, approximately 3 miles from the main office.
BOL is located approximately 35 miles southwest of Chicago and has Lockport,
Joliet, Homer Township, New Lenox, Romeoville and Lemont as its primary
service area. BOL was organized as a state bank on June 11, 1971.

Bancshares is a bank holding company organized in Delaware in 1984 which owns
100% of the capital stock of Plano. Bancshares has no other subsidiaries and
conducts no other operations. Plano is a state chartered, FDIC insured bank
located at 2005 West Route 34 in Plano, Illinois. Plano is located
approximately 45 miles west of Chicago and has Plano, Sandwich and Yorkville
as its primary service area. Plano was organized as a state bank on October
1, 1943. Bancshares was liquidated into First National on January 26, 1998
and its corporate charter canceled.

Approximately 85% of the Banks' 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 3.0% per year since 1990.
Total

population exceeds 430,000 with a labor force of over 215,000. Unemployment
has remained consistently under 6.0% since 1994. This population growth and
stable employment levels are factors contributing to the Banks' loan growth
in the last three years. In particular, commercial real estate, residential
real estate and consumer loan volumes have all been positively affected by
these economic conditions with increases of 33%, 36% and 22%, respectively in
the three years ending December 31, 1997.

COMPETITION
Active competition exists in all services offered by the Banks, 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 Banks' loan portfolios consist 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 from each subsidiary bank which meets twice each week.

BANK DEPOSITS
No material portion of any of the Banks' 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 First National Bancorp, Inc. nor its subsidiaries, the First
National Bank of Joliet, Southwest Suburban Bank, Bank of Lockport, and
Community Bank of Plano 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, 1997, the Banks had 304 full-time and 118 part-time
employees.

SERVICES
The Banks offer varied savings and certificate of deposit options, commercial
lending, 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, but not limited to, the Board of Governors of
the Federal Reserve System (the "FRB"), the Federal Deposit Insurance
Corporation (the "FDIC"), the Office of the Comptroller of the Currency (the
"OCC"), the Illinois Commissioner of Banks and Real Estate (the
"Commissioner"), the Internal Revenue Service and state taxing authorities and
the Securities and Exchange

Commission (the "SEC"). The effect of such statutes, regulations and 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 its subsidiaries, 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 its subsidiaries 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 references to material statutes and regulations affecting the
Company and its subsidiaries are brief summaries thereof and do not purport
to be complete, and are qualified in their entirety by reference to such
statutes and regulations. Any change in applicable laws or regulations may
have a material effect on the business of the Company and its subsidiaries.

RECENT REGULATORY DEVELOPMENTS

PENDING LEGISLATION. Legislation is pending in the Congress that would allow
bank holding companies to engage in a wider range of nonbanking activities,
including greater authority to engage in securities and insurance activities.
The expanded powers generally would be available to a bank holding company
only if the bank holding company and its bank subsidiaries remain
well-capitalized and well-managed. Additionally, the pending legislation
would eliminate the federal thrift charter and merge the FDIC's Bank
Insurance Fund ("BIF") and Savings Association Insurance Fund ("SAIF"). At
this time, the Company is unable to predict whether the proposed legislation
will be enacted and, therefore, is unable to predict the impact such
legislation may have on the operations of the Company and the Bank.

THE COMPANY

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

INVESTMENTS AND ACTIVITIES. Under the BHCA, a bank holding company must
obtain FRB approval before: (i) acquiring, directly or indirectly, ownership
or control of any voting shares of another bank or bank holding company if,
after such acquisition, it would own or control more than 5% of such shares
(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 FRB 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 FRB 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) or 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 prohibits, with certain exceptions, 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. The principal exception to this prohibition
allows bank holding companies to engage in, and to own shares of companies
engaged in, certain businesses found by the FRB to be "so closely related to
banking ... as to be a proper incident

thereto." Under current regulations of the FRB, the Company and its non-bank
subsidiaries are permitted to engage in, among other activities, such
banking-related businesses as 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. The BHCA
generally does not place territorial restrictions on the domestic activities
of non-bank subsidiaries of bank holding companies.

Federal law also prohibits acquisition of "control" of a bank, such as one of
the Banks, or bank holding company, such as the Company, without prior notice to
certain federal bank regulators. "Control" is defined in certain cases as
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 FRB 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 FRB's capital guidelines establish the following minimum regulatory capital
requirements for bank holding companies: a risk-based requirement expressed as a
percentage of total risk-weighted assets, and 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 minimum requirements of 4% to 5% for all others. For
purposes of these capital standards, Tier 1 capital consists primarily of
permanent stockholders' equity less intangible assets (other than certain
mortgage servicing rights and purchased credit card relationships) and total
capital means Tier 1 capital plus certain other debt and equity instruments
which do not qualify as Tier 1 capital and a portion of the company's allowance
for loan and lease losses.

The risk-based and leverage standards described above are minimum requirements,
and higher capital levels will be required if warranted by the particular
circumstances or risk profiles of individual banking organizations. For example,
the FRB'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, 1997, the Company had regulatory capital in excess of the
FRB's minimum requirements, with a risk-based capital ratio of 12.9% and a
leverage ratio of 8.0%.

DIVIDENDS. The FRB has issued a policy statement with regard to the payment
of cash dividends by bank holding companies. In the policy statement, the
FRB expressed its view 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. Additionally, the FRB 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. In
addition to the restrictions on dividends that may be imposed by the FRB, the
Illinois Business Corporation Act, as amended, prohibits the Company from
paying a dividend if, after giving effect to the dividend, the Company would
be insolvent or the net assets of the Company would be less than zero or less
than the maximum amount then payable to shareholders of the Company who would
have preferential distribution rights if the Company were liquidated.

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 BANKS

GENERAL. SWSB, BOL and Plano (the "State Banks") are Illinois-chartered
banks, the deposit accounts of which are insured by the BIF of the FDIC. As
BIF-insured, Illinois-chartered banks, the State Banks are subject to the
examination, supervision, reporting and enforcement requirements of the
Commissioner, as the chartering authority for Illinois banks, and the FDIC,
as administrator of the BIF.

FNB is a national bank, chartered by the OCC under the National Bank Act. The
deposit accounts of FNB are insured by the BIF of the FDIC, and FNB is a member
of the Federal Reserve System. As a BIF-insured national bank, FNB 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 FDIC-insured institutions, the Banks are 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 semiannual assessment period.

During the year ended December 31, 1997, BIF assessments ranged from 0% of
deposits to 0.27% of deposits. For the semiannual assessment period beginning
January 1, 1998, 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 has
engaged or is engaging in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or 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 any of
the Banks.

FICO ASSESSMENTS. Since 1987, a portion of the deposit insurance assessments
paid by SAIF members has been used to cover interest payments due on the
outstanding obligations of the FICO, the entity created to finance the
recapitalization of the Federal Savings and Loan Insurance Corporation, the
SAIF's predecessor insurance fund. Pursuant to federal legislation enacted
September 30, 1996, commencing January 1, 1997, both SAIF members and BIF
members became subject to assessments to cover the interest payments on
outstanding FICO obligations. Such FICO assessments are in addition to amounts
assessed by the FDIC for deposit insurance. Until January 1, 2000, the FICO
assessments made against BIF members may not exceed 20% of the amount of the
FICO assessments made against SAIF members. Between January 1, 2000 and the
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, 1997, the FICO assessment rate for
SAIF members was approximately 0.063% of deposits while the FICO assessment rate
for BIF members was approximately 0.013% of deposits. During the year ended
December 31, 1997, the Banks paid FICO assessments totaling $86,000.

SUPERVISORY ASSESSMENTS. All Illinois banks and national banks are required to
pay supervisory fees to the Commissioner and the OCC, respectively, to fund the
operations of such agencies. The amount of such supervisory fees is based upon
each institution's total assets, including consolidated subsidiaries. During
the year ended December 31, 1997, the Banks paid supervisory fees totaling
$152,000.

CAPITAL REQUIREMENTS. Under federal regulations, the Banks are subject to the
following minimum capital standards: a leverage requirement consisting of a
minimum ratio of Tier 1 capital to total assets of 3% for the most highly-rated
banks with minimum requirements of 4% to 5% for all others, and 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 FRB'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, federal
regulations 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, 1997, none of the Banks was required by
its primary federal regulator to increase its capital to an amount in excess
of the minimum regulatory requirements. As of December 31, 1997, each of the
Banks exceeded its minimum regulatory capital requirements. Actual
regulatory capital ratios of each bank as of December 31, 1997 are as follows:

Risk-Based Leverage
Capital Ratio Capital Ratio
------------- -------------

FNB 13.5% 8.6%
SWSB 12.2 8.1
BOL 13.3 8.4
PLANO 13.7 8.9

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." Depending upon the capital category to which an
institution is assigned, the regulators' corrective powers include:
requiring the submission of a capital restoration plan; placing limits on
asset growth and restrictions on activities; requiring the institution to
issue additional capital stock (including additional voting stock) or to be
acquired; restricting transactions with affiliates; restricting the interest
rate the institution may pay on deposits; ordering a new election of
directors of the institution; requiring that senior executive officers or
directors be dismissed; prohibiting the institution from accepting deposits
from correspondent banks; requiring the institution to divest certain
subsidiaries; prohibiting the payment of principal or interest on
subordinated debt; and ultimately, appointing a receiver for the institution.

Additionally, institutions insured by the FDIC may be liable for any loss
incurred by, or reasonably expected to be incurred by, the FDIC in connection
with the default of commonly controlled FDIC insured depository institutions
or any assistance provided by the FDIC to commonly controlled FDIC insured
depository institutions in danger of default.

DIVIDENDS. Under the Illinois Banking Act, Illinois-chartered banks, such as
the State Banks, may not pay dividends in excess of their adjusted profits.

The National Bank Act similarly imposes limitations on the amount of
dividends that may be paid by a national bank, such as FNB. 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 adjusted 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, each of the Banks exceeded its minimum capital requirements under
applicable guidelines as of December 31, 1997. As of December 31, 1997,
approximately $8.76 million was available to be paid as dividends to the
Company by the Banks. Notwithstanding the availability of funds for
dividends, however, the banking regulators may prohibit the payment of any
dividends by the Banks if such payment is deemed to constitute an unsafe or
unsound practice.

INSIDER TRANSACTIONS. The Banks are subject to certain restrictions imposed by
the Federal Reserve Act on extensions of credit to the Company and its
subsidiaries, on investments in the stock or other securities of the Company and
its subsidiaries and the acceptance of the stock or other securities of the
Company or its subsidiaries as collateral for loans. Certain limitations and
reporting requirements are also placed on extensions of credit by each of the
Banks to its respective directors and officers, to directors and officers of the
Company and its subsidiaries, to principal stockholders of the Company, and to
"related interests" of such directors, officers and principal stockholders. In
addition, federal law and regulations may affect the terms upon which any person
becoming a director or officer of the Company or one of its subsidiaries or a
principal stockholder of the Company may obtain credit from banks with which one
of the Banks 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 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. The preamble to the guidelines states that the agencies
expect to require a compliance plan from an institution whose failure to meet
one or more of the guidelines is of such severity that it could threaten the
safety and soundness of the institution. Failure to submit an acceptable plan,
or failure to comply with a plan that has been accepted by the appropriate
federal regulator, would constitute grounds for further enforcement action.

BRANCHING AUTHORITY. Illinois banks, such as the State Banks, have the
authority under Illinois law to establish branches anywhere in the State of
Illinois, subject to receipt of all required regulatory approvals. National
banks head quartered in Illinois, such as FNB, have the same branching rights in
Illinois as banks chartered under Illinois law.

Effective June 1, 1997 (or earlier if expressly authorized by applicable
state law), the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act") allows banks 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 de novo 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 allows individual states to "opt-out" of certain provisions of
the Riegle-Neal Act by enacting appropriate legislation prior to June 1,
1997. Illinois has enacted legislation permitting interstate mergers
beginning on June 1, 1997, subject to certain conditions, including a
prohibition against interstate mergers unless any Illinois bank involved has
been in existence and continuous operation for more than five years.

STATE BANK ACTIVITIES. Under federal law and FDIC regulations, FDIC insured
state banks are prohibited, subject to certain exceptions, from making or
retaining equity investments of a type, or in an amount, that are not
permissible for a national bank. Federal law and FDIC regulations also prohibit
FDIC insured state banks and their subsidiaries, subject to certain exceptions,
from engaging as principal in any activity that is not permitted for a national
bank or its subsidiary, respectively, unless the bank meets, and continues to
meet, its minimum regulatory capital requirements and the FDIC determines the
activity would not pose a significant risk to the deposit insurance fund of
which the bank is a member. Impermissible investments and activities must be
divested or discontinued within certain time frames set by the FDIC. These
restrictions have not had, and are not currently expected to have, a material
impact on the operations of the State Banks.

FEDERAL RESERVE SYSTEM. FRB regulations, as presently in effect, require
depository institutions to maintain noninterest earning reserves against their
transaction accounts (primarily NOW and regular checking accounts), as follows:
for transaction accounts aggregating $47.8 million or less, the reserve
requirement is 3% of total transaction accounts; and for transaction accounts
aggregating in excess of $47.8 million, the reserve requirement is $1.434
million plus 10% of the aggregate amount of total transaction accounts in excess
of $47.8 million. The first $4.7 million of otherwise reservable balances are
exempted from the reserve requirements. These reserve requirements are subject
to annual adjustment by the FRB. The Banks are in compliance with the foregoing
requirements.

ITEM 2. PROPERTIES

The main building of the Company is located at 78 North Chicago Street, Joliet,
Illinois. FNB owns this building. The land on which it is located is owned by
the Company. FNB has ten additional facilities of which seven are owned and
three are leased. SWSB owns their building located at 225 Lily Cache Lane,
Bolingbrook, Illinois. BOL owns their main office at 826 East 9th Street,
Lockport, Illinois and has one additional facility. Plano owns their building
at 2005 West Route 34, Plano, Illinois. The address and approximate square
footage of each location are as follows:

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

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

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings pending to which the Company or its
subsidiaries 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, 1997, the Company had 2,062
shareholders 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 AMBRO
Securities, Inc. Information on dividends paid and the price range of the
Company's common stock on a quarterly basis in 1997 and 1996 is presented on
page 9 of the Company's 1997 Annual Report and is incorporated herein by
reference.

ITEM 6. SELECTED FINANCIAL DATA

The five year summary of selected financial data is presented as Financial
Highlights on page 9 of the Company's 1997 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 9 of the 1997
Financial Report to Stockholders is incorporated herein by reference.

MARKET RISK
The Company does not engage in foreign currency transactions, forward
position or futures contracts, options, swaps or other types of complex
financial instruments, nor does it engage in trading account activities.
Thus, market risk is primarily limited to the interest rate risks associated
with the investing, lending, customer deposit taking and borrowing activities
of its banking subsidiaries. Except for a term note borrowing of $2.3
million payable to another financial institution that accrues interest based
on the London Interbank Offered Rate, the Company's exposure to interest rate
risk results from changes in either the short-term U. S. prime interest rate
or the rates offered for short and medium term bonds and notes of the U. S.
Treasury. The following table presents the interest rate sensitivity and
expected maturities of securities, fixed rate loans, time deposits,
short-term borrowings and long-term debt at December 31, 1997 fair value
amounts.

Expected Maturity Amounts for Years Ending December 31,
-----------------------------------------------------------------
2000 Fair
Through After Value
1998 1999 2002 2002 Total Total
-------- -------- -------- ------- -------- ---------

ASSETS
Securities, fixed rate:
Available-for-sale $ 2,008 $ 8,490 $ 1,000 $ 300 $11,798 $11,831
Average interest rate 4.92% 6.23% 6.49% 6.00% 6.03%

Held-to-maturity 36,938 27,619 102,168 38,145 204,870 206,269
Average interest rate 5.31% 5.93% 6.40% 6.15% 6.09%

Loans, fixed rate (1) 97,629 58,289 164,056 88,697 408,671 412,919
Average interest rate 8.72% 8.42% 8.77% 8.34% 8.61%

LIABILITIES
NOW, money market and
savings deposits (2) 281,087 - - - 281,087 281,087
Average interest rate 2.55% - - - 2.55%

Time deposits, fixed rate 280,041 20,634 15,151 - 315,826 317,179
Average interest rate 5.74% 5.71% 6.20% - 5.76%

Short-term borrowings, fixed rate 46,207 - - - 46,207 46,207
Average interest rate 5.28% - - - 5.28%

Long-term debt, variable rate 1,759 3,058 - - 4,817 4,817
Average interest rate 8.16% 7.79% - - 7.93%

(1)Information on variable rate loans by maturity period is not readily
available. Interest rate risk on loan commitments, unused lines of credit and
standby letters of credit is minimal since most are for terms of ninety days
or less and include variable rate features.

(2)NOW and savings accounts are fixed rates deposits whereas money market
accounts are variable rate deposits. These deposit accounts, while shown as
maturing in 1998, are considered by management as core deposits for
asset/liability management purposes with account lives extending beyond one
year.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and Notes thereto appearing on pages 11
through 28 of the 1997 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

Notice of change in accountants was filed under Form 8-K on October 10, 1996 to
report the change in accountants from McGladrey & Pullen, LLP to Crowe, Chizek
and Company LLP, effective October 1, 1996. Further discussion of the change in
accountants appears on page 10 of the Notice of Annual Meeting of Stockholders
and Proxy

Statement is incorporated herein by reference. No disagreements on
accounting and financial disclosure matters have occurred for the 24 months
prior to, or in months subsequent to, December 31, 1997.

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 5 through 8 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 through 4 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 the 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 1997
Financial Report to Stockholders as listed below:

Financial
Report
Pages
-----

Consolidated balance sheets as of December 31, 1997 and 1996......... 11

Consolidated statements of income for the years ended
December 31, 1997, 1996, and 1995.................................... 12

Consolidated statements of changes in stockholders' equity for the
years ended December 31, 1997, 1996, and 1995........................ 13

Consolidated statements of cash flows for the years ended
December 31, 1997, 1996, and 1995.................................... 14

Notes to consolidated financial statements........................... 15-28

Report of Independent Auditors on the Consolidated Financial
Statements........................................................... 10

The following index provides the location of the statistical information
included in the 1997 Financial Report to Stockholders which is incorporated
herein by reference.

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

Average Balance Sheets, Interest Margin, and Interest Rates......... 3
Non-accrual, Past Due and Impaired Loans............................ 4
Potential Problem Loans............................................. 4
Liquidity........................................................... 7
Disclosure of the Effect on Interest Income from Impaired Loans..... 18
Short-term Borrowings............................................... 21
Quarterly Financial Information 1997-1996 (Unaudited)............... 28

INTEREST DIFFERENTIAL
The accompanying table allocates changes in interest income and interest expense
between amounts attributable to changes in rate and changes in volume for the
various categories of interest earning assets and interest bearing liabilities.
The changes in interest income and interest expense due to both volume and rate
have been allocated proportionally. Interest earned is assumed to be on a tax
equivalent basis using an income tax rate of 35%.

1997 Compared to 1996 1996 Compared to 1995
------------------------------------ -----------------------------------
Changes due to: Changes due to:
Volume Rate Change Volume Rate Change
------ ------ ------ ------ ------ ------

INTEREST EARNED ON :
Interest-bearing deposits
In other financial
Institutions $ - $ - $ - $ (3) $ - $ (3)
Federal funds sold (978) 146 (832) 151 (383) (232)
Taxable securities 1,412 112 1,524 1,774 (222) 1,552
Tax-exempt securities (140) (51) (191) (371) (76) (447)
Loans 4,624 (176) 4,448 1,346 (225) 1,121
------ ------ ------ ------ ------ ------
Total interest income 4,918 31 4,949 2,897 (906) 1,991
------ ------ ------ ------ ------ ------

INTEREST EXPENSE ON:
Deposits:
NOW & Money Market 168 320 488 209 12 221
Savings 204 (5) 199 165 (30) 135
Time 1,846 164 2,010 2,094 419 2,513
Short-term borrowings (336) 206 (130) (1,274) (336) (1,610)
Long-term debt (85) 12 (73) (62) (39) (101)
------ ------ ------ ------ ------ ------
Total interest expense 1,797 697 2,494 1,132 26 1,158
------ ------ ------ ------ ------ ------
Net interest income $3,121 $ (666) $2,455 $1,765 $ (932) $ 833
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------

SECURITIES
The following table presents the carrying value of securities of the Company by
category at year end for each of the past three years.

1997 1996 1995
--------- --------- ---------

Available for Sale (at fair value)
U. S. Treasury Securities $ 8,029 $ 9,308 $ 12,643
U. S. government agencies 3,502 1,796 4,394
Other 300 300 300
--------- --------- ---------
Total available for sale 11,831 11,404 17,337
--------- --------- ---------
Held to Maturity (at amortized cost)
U. S. Treasury Securities 24,509 40,194 40,968
U. S. government agencies 147,37 127,472 106,661

Obligations of states and political 32,988 35,758 37,745
--------- --------- ---------
Total held to maturity 204,870 203,424 185,374
--------- --------- ---------
Total $ 216,701 $ 214,828 $ 202,711
--------- --------- ---------
--------- --------- ---------

At December 31, 1997, the Company held no securities of any single issuer,
other than U. S. Treasury and U.S. government agencies, that exceeded 10% of
stockholders' equity.

SECURITIES MATURITIES
The following table shows the relative maturities of securities (at carrying
values) held by the Company at December 31, 1997 and the weighted average
interest rate for each maturity range. Yields on tax-exempt securities are
stated on a fully tax-equivalent basis, assuming a federal income tax rate of
35%.

Available for Sale
--------------------------------------------------------------------
Weighted
U. S. U. S. Average
Treasury Government Other Interest
Securities Agencies Securities Total Rate
---------- ---------- ---------- --------- ---------

Under 1 year $ 1,998 $ - $ - $ 1,998 4.92%
1 to 5 years 6,031 3,502 - 9,533 6.27%
5 to 10 years - - - - - %
Over 10 years - - 300 300 6.00%
---------- ---------- ---------- ---------
Total $ 8,029 $ 3,502 $ 300 $ 11,831
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------

Held to Maturity
--------------------------------------------------------------------
Weighted
U. S. U. S. Average
Treasury Government Other Interest
Securities Agencies Securities Total Rate
---------- ---------- ---------- --------- ---------

Under 1 year $ 8,494 $ 24,915 $ 3,529 $ 36,938 5.31%
1 to 5 years 16,015 94,773 18,999 129,787 6.30%
5 to 10 years - 26,743 10,360 37,103 6.15%
Over 10 years - 942 100 1,042 6.13%
---------- ---------- ---------- ---------
Total $ 24,509 $ 147,373 $ 32,988 $ 204,870
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------

TYPES OF LOANS
Loans represent the principal source of revenue for the banks. Risk is
controlled through loan portfolio diversification and the avoidance of credit
concentrations. Loans are made primarily within the banks' geographic market
areas. The loan portfolio is evenly distributed among commercial, residential
real estate, and consumer loans. The banks have no foreign loans, no highly
leveraged transactions and no syndicated purchase participations.

COMMERCIAL, COMMERCIAL REAL ESTATE, CONSTRUCTION AND AGRICULTURAL LOANS
This portfolio is comprised primarily of loans to small and mid-sized
businesses, and agricultural operations within the banks' local markets.
Commercial real estate loans consist of loans made for the purchase of
commercial real estate, real estate development projects and loans for other
commercial purposes secured by real estate. Average loan size within this
portfolio at year-end was $110,000 for commercial and commercial real estate
loans, $300,000 for construction loans, and $50,000 for agricultural loans.
Total growth in this category was 12.2% from 1996.

RESIDENTIAL REAL ESTATE
This portfolio is comprised of mortgages on 1-4 family residences and
residential construction loans primarily for single family homes. This category
remained somewhat constant from 1996 to 1997, with a 4.4% increase.

Most residential loans are made on a basis to qualitfy them for sale to the
Federal National Mortgage Association (Fannie Mae). In addition to those
retained as part of the loan portfolio, the banks provide loan servicing for
approximately 900 loans totaling $65 million that have been sold to Fannie Mae.
Generally, the decision to retain or sell is based on rates and terms. Most
fixed rate loans with 15 or 30 year terms are sold.

CONSUMER LOANS
The consumer loan portfolio consists of direct and indirect automobile loans,
revolving credit card lines, and other loans made for consumer purposes.
Automobile loans account for 68% of this portfolio. Revolving credit card lines
represent 2% of the portfolio. Net loan charge offs for 1997 were .52% of
consumer loans outstanding as compared to .36% and .33% for 1996 and 1995,
respectively. The increase in 1997 is reflective of a recent national trend in
which personal bankruptcies have been on the rise despite high employment levels
and a healthy economy. Lending activity is concentrated in the geographic
markets served by the banks. This category experienced growth of 19.8% from
1996.

The Company's loan portfolio by major category as of December 31 for each of
the past five years is shown below.

1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------

Commercial $ 90,009 $ 81,981 $ 79,967 $ 91,120 $ 82,942
Commercial real estate 91,334 76,354 70,046 68,743 47,417
Construction 14,106 16,810 16,933 7,775 3,793
Agricultural 10,769 8,692 8,815 8,485 6,907
Residential real estate 147,625 141,440 123,652 108,277 74,998
Consumer 172,695 144,162 134,344 141,611 126,273
---------- ---------- ---------- ---------- ----------
Total loans 526,538 469,439 433,757 426,011 342,330
Less:
Unearned discount (158) (653) (1,909) (4,011) (6,365)
Allowance for loan losses (4,437) (4,414) (3,931) (3,082) (2,722)
---------- ---------- ---------- ---------- ----------
Net Loans $ 521,943 $ 464,372 $ 427,917 $ 418,918 $ 333,243
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Ratio of net loans to
Total assets 60.64% 56.32% 57.06% 60.48% 52.75%

LOAN MATURITIES AND RATE SENSITIVITY
The following sets forth the maturity distribution and interest rate
sensitivity of certain loan categories at December 31, 1997.

Fixed Rate Loans
--------------------------------------------------------
After One Floating
One year Through Over Rate Combined
or Less Five Years Five Years Total Loans Total
---------- ---------- ---------- ----------- ---------- -----------

MATURITY:
Commercial and
commercial real estate $ 20,680 $ 62,324 $ 35,833 $ 118,837 $ 62,506 $ 181,343
Construction 2,740 4,333 577 7,650 6,456 14,106
Agricultural 6,457 1,072 192 7,721 3,048 10,769
---------- ---------- ---------- ----------- ---------- -----------
$ 29,877 $ 67,729 $ 36,602 $ 134,208 $ 72,010 $ 206,218
---------- ---------- ---------- ----------- ---------- -----------
---------- ---------- ---------- ----------- ---------- -----------

SUMMARY OF LOAN LOSS ACTIVITY
In determining the provision for loan losses, management considers the Company's
consistent loan growth and the amount of net charge offs each year. Other
factors, such as changes in the loan portfolio mix, delinquency trends, current
economic conditions and trends, reviews of larger loans and known problem
credits and the results of internal and regulatory loan examinations are also
considered by management in assessing the adequacy of the allowance for loan
losses. The following table details the component changes in the Company's
allowance for loan losses for each of the past five years.

1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------

Allowance, beginning of year $ 4,414 $ 3,931 $ 3,082 $ 2,722 $ 2,649
Loans charged off:
Commercial (227) (39) (60) (592) (398)
Commercial real estate - - - - (105)
Construction - - - - -
Agricultural - - - - -
Residential real estate - - - - -
Consumer (1,073) (661) (586) (358) (273)
--------- --------- --------- --------- ---------
Total loans charged off (1,300) (700) (646) (950) (776)
--------- --------- --------- --------- ---------
Loan Recoveries:
Commercial 30 19 145 21 15
Commercial real estate - - 10 - -
Construction - - - - -
Agricultural - - - - -
Residential real estate - - - - -
Consumer 175 140 149 156 147
--------- --------- --------- --------- ---------
Total loan recoveries 205 159 304 177 162
--------- --------- --------- --------- ---------
Net loans charged off (1,095) (541) (342) (773) (614)
Provision for loan losses 1,118 1,024 1,191 830 687
Other additions (1) - - - 303 -
--------- --------- --------- --------- ---------
Allowance, end of year $ 4,437 $ 4,414 $ 3,931 $ 3,082 $ 2,722
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Net loans charged off to
average loans outstanding 0.22% 0.12% 0.08% 0.21% 0.20%
Allowance for loan losses to
ending loans outstanding 0.84% 0.94% 0.91% 0.73% 0.81%

(1) Represents increases with the purchase of Plano in 1994.

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
The following table presents the allocation of the Company's allowance for loan
losses and the percent of each loan category to total loans net of unearned
discount at December 31 for the past five years. The total allowance for loan
losses is available to absorb losses in any category of loans, notwithstanding
management's allocation of the allowance.

1997 % 1996 % 1995 % 1994 % 1993 %
------- --- ------- --- ------- --- ------- --- ------- ---

Commercial $ 799 18 $ 795 18 $ 747 19 $ 678 22 $ 680 25
Commercial real estate 665 15 706 16 629 16 493 16 381 14
Construction 177 4 178 4 157 4 62 2 54 2
Agricultural 90 2 88 2 79 2 62 2 54 2
Residential real estate 1,109 25 1,280 29 1,100 28 739 24 487 18
Consumer 1,597 36 1,367 31 1,219 31 1,048 34 1,007 37
Unallocated - - - - - - - - 59 2
------- --- ------- --- ------- --- ------- --- ------- ---
Total $ 4,437 100 $4,414 100 $3,931 100 $3,082 100 $2,722 100
------- --- ------- --- ------- --- ------- --- ------- ---
------- --- ------- --- ------- --- ------- --- ------- ---

DEPOSITS
The following table shows the maturity schedule and amounts for the Company's
time deposits of $100,000 or more at December 31, 1997.

Under 3 months $ 38,813
3 to 6 months 5,282
Over 6 to 12 months 18,134
Over 12 months 8,243
-----------
$ 70,472
-----------
-----------

3. Exhibits

2 Merger Agreement dated December 12, 1997 between First National Bank
of Joliet and Bank of Lockport, Southwest Suburban Bank and Community
Bank of Plano.

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 By-laws of First National Bank of Joliet as revised on March 12, 1998.

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).

10.1a First National Bank of Joliet Retirement Plan & Trust (incorporated by
reference to Part IV of Form 10-K for the year ended December 31,
1986, File No. 0-15123).

10.1b First National Bank of Joliet Retirement Plan & Trust as Amended
(incorporated by reference to Part IV of Form 10-K for the year ended
December 31, 1995, File No. 0-15123).

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).

11 Statement re: computation of per share earnings

13 1997 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 Form 8-K to be filed
during the fourth quarter of 1997.

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 12th day of March, 1998.

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 12th day of March, 1998 by the following persons on
behalf of the registrant in the capacities indicated.

Name Title
---- -----

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

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

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

/s/ Watson A. Healy Director
--------------------------------------------
Watson A. Healy

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

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