Exhibit 10.1

AGREEMENT BY AND BETWEEN

The First National Bank of Ottawa

Ottawa, Illinois

and

The Comptroller of the Currency

The First National Bank of Ottawa, Ottawa, Illinois ("Bank") and the Comptroller of the Currency of the United States of America ("Comptroller") wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.

The Comptroller has found unsafe and unsound banking practices relating to loan risk ratings and the Allowance for Loan and Lease Loss methodology, as well as violations of law at the Bank.

In consideration of the above premises, is agreed, between the Bank, by and through its duly elected and acting Board of Directors ("Board"), and the Comptroller, through his authorized representative, that the Bank shall operate at all times in compliance with the articles of this Agreement.

ARTICLE I

JURISDICTION

(1) This Agreement shall be construed to be a "written agreement entered into with the agency" within the meaning of 12 U.S.C. § 1818(b)(l).

(2) This Agreement shall be construed to be a "written agreement between such depository institution and such agency" within the meaning of 12 U.S.C. § 1818(e)(l) and 12 U.S.C. § 1818(i)(2).

(3) This Agreement shall be construed to be a "formal written agreement" within the meaning of 12 C.P.R. §§ 5.3(g)(4) and 5.51(c)(6)(ii). See 12 U.S.C. § 1831i.

(4) This Agreement shall be construed to be a "written agreement" within the meaning of 12 U.S.C. § 1818(u)(l)(A).

(5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to:

Assistant Deputy Comptroller

Peoria Field Office

211 Fulton Street, Suite 604

Peoria, IL 61602

ARTICLE II

EXTENSIONS OF CREDIT TO INSIDERS

(1) The Bank is prohibited from making an extension of credit, including the payment of overdrafts, directly or indirectly to any insider unless the extension of credit is:

	(a)	approved in advance by a majority of the entire Board, not merely a quorum thereof, with any interested insider abstaining from voting and participation directly or indirectly in the deliberations regarding the approval; and

	(b)	the Board has determined in writing that it is advantageous for the Bank to engage in such action, and that the action complies with all applicable laws, rules, regulations, and Comptroller's issuances, including, but not limited to 12 U.S.C. §§ 375a and 375b, and 12 C.P.R. Part 215. Approval of an extension of credit to an insider noted in Board minutes does not fulfill the written requirements of this paragraph (1).

(2) For purposes of this Article, "insider'' and "extension of credit" shall have the same meanings as set forth in 12 C.P.R.§§ 215.2(h) and 215.3, respectively.

ARTICLE III

LOAN RISK RATING SYSTEM

(1) Within ninety (90) days, and on an ongoing basis thereafter, the Board must ensure that the Bank's internal risk ratings of commercial or agricultural credit relationships (covered relationship), as assigned by responsible loan officers and by any independent loan reviewer, are timely, accurate, and consistent with the regulatory credit classification criteria set forth in the Rating Credit Risk Booklet, A-RCR, of the Comptroller's Handbook. At a minimum, the Board must ensure, on an ongoing basis, that with respect to the assessment of credit risk of any covered relationship:

	(a)	the primary consideration is the strength of the borrower's primary source of repayment (i.e., the probability of default rather than the risk of loss);

	(b)	if the primary source of repayment is cash flow from the borrower's operations, the determination of the strength of the borrower's cash flow is limited to analysis of the borrower's historical and projected financial statements, past performance, and future prospects in light of conditions that have occurred;

	(c)	collateral, non-government guarantees, and other similar credit risk mitigants that affect potential loss in the event of default (rather than the probability of default) are taken into consideration only if the primary source of repayment has weakened and the probability of default has increased;

	(d)	collateral values should reflect a current assessment of value based on actual market conditions and project status;

	(e)	credit risk ratings are reviewed and updated whenever relevant new information is received, but no less frequently than annually; and

	(f)	the credit risk rating analysis is documented and available for review by the Board and the OCC upon request.

(2) Within ninety (90) days, and on an ongoing basis thereafter, the Board must ensure that any covered relationship with a high probability of payment default or other well defined weakness is rated no better than Substandard, unless the debt is secured by marketable securities or cash. Consistent with the guidance in the Rating Credit Risk Booklet, A-RCR, of the Comptroller's Handbook, the presence of illiquid collateral or existence of a plan for improvement does not, and a non-government guarantee generally will not, mitigate the probability of default or a well-defined weakness.

ARTICLE IV

ALLOWANCE FOR LOAN AND LEASE LOSSES

(1) Within ninety (90) days, the Board shall adopt or revise, implement, and thereafter ensure adherence to written policies and procedures for maintaining an adequate Allowance for Loan and Lease Losses ("ALLL") in accordance with U.S. generally accepted accounting principles ("GAAP"). The ALLL policies and procedures shall be consistent with the guidance set forth in the Federal Financial Institutions Examination Council's "Interagency Policy Statement on the Allowance for Loan and Lease Losses" dated December 13, 2006, (OCC Bulletin 2006-47) ("Interagency Statement") and shall at a minimum include:

	(a)	procedures for determining whether a loan is impaired and measuring the amount of impairment, consistent with GAAP (including FASB ASC 310-0, Receivables- Overall- Subsequent Measurement Impairment);

	(b)	procedures for segmenting the loan portfolio and estimating loss on groups of loans that are consistent with GAAP (including FASB ASC 450-20, Loss Contingencies). These procedures shall require the Bank to incorporate annualized year-to-date credit losses into each quarterly analysis and document its estimation of credit losses and its analysis of the nine qualitative factors set forth in the Interagency Statement;

	(c)	procedures for validating the ALLL methodology

	(d)	a process for summarizing and documenting, for the Board's prior review and approval, the amount to be reported in the Consolidated Reports of Condition and Income for the ALLL.

(2) The Board shall adopt or revise, implement, and thereafter ensure adherence to written policies and procedures to ensure that all official and regulatory reports filed by the Bank accurately reflect an adequate ALLL balance as of the date that such reports are submitted.

ARTICLE V

OTHER PROVISIONS

(1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.

(2) Any time limitations imposed by this Agreement shall begin to run from the effective date ofthis Agreement. Such time requirements may be extended in writing by the Assistant Deputy Comptroller for good cause upon written application by the Board.

(3) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller.

(4) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board shall:

	(a)	authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement;

	(b)	require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement;

	(c)	follow-up on any non-compliance with such actions in a timely and appropriate manner; and

	(e)	require corrective action be taken in a timely manner of any noncompliance with such actions.

(5) This Agreement is intended to be, and shall be construed to be, a supervisory "written agreement entered into with the agency" as contemplated by 12 U.S.C. § 1818(b)(l), and expressly does not fom1, and may not be construed to form, a contract binding on the Comptroller or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the Comptroller may enforce any of the commitments or obligations herein undertaken by the Bank under his supervisory powers, including 12 U.S.C. § 1818(b)(l), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the Comptroller has any intention to enter into a contract. The Bank also expressly acknowledges that no officer or employee of the Office of the Comptroller of the Currency has statutory or other authority to bind the United States, the U.S. Treasury Department, the Comptroller, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the Comptroller's exercise of his supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or prior arrangements between the parties, whether oral or written.

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller, has hereunto set his hand on behalf of the Comptroller.


/s/ Gary L. Baranowski		5-22-12
Gary L. Baranowski		Date
Assistant Deputy Comptroller
Peoria Field Office

IN TESTIMONY WHEREOF, thee undersigned, as the duly elected and acting Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank.


/s/ Bradley J. Armstrong		5-16-12
Bradley J. Armstrong		Date


/s/ Joachim J. Brown		5-16-12
Joachim J. Brown		Date


/s/ John L. Cantlin		5-16-12
John L. Cantlin		Date


/s/ Donald J. Harris		5-16-12
Donald J. Harris		Date


/s/ Thomas P. Rooney		5-16-12
Thomas P. Rooney		Date


/s/ William J. Walsh		5-16-12
William J. Walsh		Date


/s/ Brian Zabel		5-16-12
Brian Zabel		Date

FIRST OTTAWA BANCSHARES INC 8-K