Fourth Amendment and Loan Modification Agreement

 EXHIBIT 10.2.3

                Fourth Amendment and Loan Modification Agreement
                  between Harrington Financial Group, Inc. and
    Mark Twain Kansas City Bank (now FIRSTAR Bank Midwest, N.A.), dated June
                     30, 2000 (modifies version set forth in
                       Exhibits 10.2, 10.2.1 and 10.2.2)

                FOURTH AMENDMENT AND LOAN MODIFICATION AGREEMENT
                ------------------------------------------------

         This Agreement  ("Fourth  Amendment") is entered into on June 30, 2000,
by and among  FIRSTAR BANK MIDWEST,  N.A., a national  banking  association  and
successor-in-interest  to Mark Twain Kansas City Bank  ("Lender") and HARRINGTON
FINANCIAL GROUP, INC.,  formerly known as Financial Research  Corporation,  an
Indiana corporation ("Borrower").

                                    RECITALS

         A.  Borrower  is  presently  indebted  to Lender as  evidenced  by that
certain  Third Amended and Restated  Promissory  Note (1 of 2) dated January 13,
1997 in the  original  maximum  principal  amount of  $10,000,000,  executed  by
Borrower in favor of Lender,  and by that  certain  Third  Amended and  Restated
Promissory  Note  (2 of 2)  dated  January  13,  1997  in the  original  maximum
principal  amount  of  $5,000,000  executed  by  Borrower  in  favor  of  Lender
(collectively the "Third Amended Note").

         B. The Third  Amended Note was issued  pursuant to that  certain  Third
Amendment  and Loan  Modification  Agreement  dated January 13, 1997 (the "Third
Amendment"),  among  Borrower and Lender,  which  amended  that  certain  Second
Amendment  and Loan  Modification  Agreement  dated July 26,  1996 (the  "Second
Amendment")  among  Borrower  and  Lender,  which  amended  that  certain  First
Amendment and Loan  Modification  Agreement  dated July 21, 1995 among Borrower,
Lender,  Smith Breeden Associates,  Inc., a Kansas  corporation,  and Douglas T.
Breeden (the "First Amended Loan  Agreement")  and that certain Loan  Agreement
dated April 14,  1994,  between  Borrower  and Lender  (collectively,  the "Loan
Agreement").  The Third Amended Note, the Third Amendment, Second Amended Note,
the Second  Amendment,  the First Amended Loan Agreement and the Loan Agreement
are sometimes collectively referred to herein as the "Loan Documents."

         C. The Loan  Documents  are secured by (i) a General  Pledge  Agreement
from Borrower,  pledging 100% of the outstanding  stock of Harrington Bank, FSB
("Harrington") to Lender ("Pledge  Agreement");  (ii) a Security  Agreement from
Borrower  in favor of Lender  providing  a blanket  security  interest in all of
Borrower's assets ("Security Agreement"); (iii) an Assignment of Life Insurance
Policy,  dated July 21, 1995, on the life of Douglas T. Breeden in the amount of
$1,000,000  from Borrower  ("Breeden Life Insurance  Assignment");  and (iv) an
Assignment of Life Insurance  Policy,  dated June 13, 1994, on the life of Craig
Cerny  in  the  amount  of  $250,000  from  Borrower   ("Cerny  Life   Insurance
Assignment").  The Pledge Agreement,  the Security  Agreement,  the Breeden Life
Insurance  Assignment and the Cerny Life Insurance  Assignment are collectively
referred to as the "Security Documents."

         D. The  outstanding  principal  balance of the Third Amended Note as of
the date  hereof is  $14,995,180.54,  but  shall be paid down to an  outstanding
principal balance of $13,000,000  concurrently with the execution of this Fourth
Amendment.

               NOW, THEREFORE, the parties hereby agree as follows:

         1. Conditions  Precedent.  The  modifications  described in this Fourth
Amendment and the obligations of Lender set forth in this Fourth  Amendment will
not be effective  unless and until each of the following  conditions  precedent
have been satisfied, in form, manner and substance satisfactory to Lender:

                  a. Documents to be Delivered. Borrower shall have delivered or
         caused to be delivered to Lender the following documents, all of which
         shall be properly completed, fully executed, and otherwise satisfactory
         to Lender:

                         i. this Fourth Amendment;

                         ii. the Fourth Amended and Restated  Promissory Note in
                  the form attached  hereto as Exhibit "A" (the "Fourth  Amended
                  Note");

                         iii. a copy of resolutions of the Board of Directors of
                 Borrower, duly adopted, which authorize the execution, delivery
                 and performance of this Fourth Amendment and the Fourth Amended
                 Note, certified by the Secretary of Borrower;

                         iv.  an   incumbency   certificate,   executed  by  the
                 Secretary of Borrower,  which shall  identify by name and title
                 and bear the  signatures  of all of the  officers  of  Borrower
                 executing this Fourth Amendment and the Fourth Amended Note;

                         v. a Federal  Reserve Form U-1 purpose  statement  from
                 Borrower.

                  b. Fees. Upon the execution of this Fourth Amendment Borrower,
         agrees to pay to Lender a loan renewal fee of $19,000 from which Lender
         shall pay attorney's fees incurred by Lender up to $5,000 in connection
         with this Fourth Amendment.

         2. Amendments to Loan  Agreement.  The Loan Agreement is hereby amended
as follows:

                  a. Maximum  Facility.  Section  2.01 of the Loan  Agreement is
         hereby amended and restated in its entirety as follow:

                  Maximum Facility. The total principal amount to be advanced by
                  Lender to  Borrower  under this  Agreement  shall be  Thirteen
                  Million Dollars ($13,000,000) (the "Loan Facility").  The Loan
                  Facility  shall be  evidenced by a  $13,000,000  non-revolving
                  loan  which has been  fully  funded  prior to the date of this
                  Fourth  Amendment  (the  "Term  Loan") and  evidenced  by that
                  certain

                  Promissory   Note  of  even  date  herewith  in  the  original
                  principal amount of $13,000,000 (the "Term Note").

                  b. Note.  Section 2.04 of the Loan Agreement is hereby amended
         and restated in its entirety as follows:

                           2.04 Note. The Loan shall be evidenced by and repaid
                  in  accordance  with a  promissory  note in the form  attached
                  hereto  as  Exhibit  "A",  and  incorporated  herein by this
                  reference  (as the same may from  time to time be  amended  or
                  modified (the "Note").

                  c.  Principal and Interest  Payments.  Section 2.06 (a) of the
         Loan  Agreement  is hereby  amended  and  restated  in its  entirety as
         follows:

                           (a) Beginning  October 31, 2000,  and on the last day
                  of each quarter thereafter  (January 31, April 30, July 31 and
                  October 31) Borrower shall make quarterly  interest  payments
                  to Lender at the place designated in Section 2.09 hereof.

                  d. 2.07 Maturity  Date. The maturity date of the Loan shall be
         January 31, 2001 (the  "Maturity  Date").  The rights of Lender and the
         Obligations of Borrower shall nonetheless  survive the Maturity Date of
         the Loan and  continue  until  all  amounts  due under the Note and all
         Obligations  of  Borrower to Lender  have been paid and  discharged  in
         full.

                  e.  Payments.  Section  2.09 of the Loan  Agreement  is hereby
         amended and restated in its entirety as follows:

                           2.09 Payments.  All payments of interest,  principal,
                           fees,  expenses and other amounts payable by Borrower
                           hereunder   shall  be  made   promptly  when  due  in
                           immediately  available  funds and lawful money of the
                           United  States of  America,  at  Lender's  commercial
                           banking  office  located at 1101  Walnut,  Suite 700,
                           Kansas City,  Missouri 64106, or at such other office
                           as Lender  shall  direct in writing.  If the date for
                           any payment by Borrower  falls on a day that is not a
                           Banking Day, payment shall be due on the next Banking
                           Day and interest shall be payable for the duration of
                           the extension.

                  f. Affirmative  Covenants.  Section 5 of the Loan Agreement is
         hereby amended to add the following:

                          5.13  Equity  Capital  Floor.   Cause   Harrington  to
                  maintain  at all  times  during  the  term of this  Agreement,
                  Equity Capital in an amount which equals or exceeds the amount
                  of  Equity  Capital  required,   directly  or  indirectly,  of
                  Harrington by reason of any law, regulation,  rule or order of
                  any  Regulatory  Agency having  jurisdiction  over Borrower or
                  Harrington (whether such law, regulation,  rule or order deals
                  with  Equity  Capital  as herein  defined  or with some  other
                  definition),  all as determined in accordance  with  generally
                  accepted   accounting    principles    consistently   applied.
                  Harrington shall at all times while any of the Obligations are
                  outstanding  maintain  Tangible  Equity  Capital  of at  least
                  Twenty-Seven Million Dollars ($27,000,000); provided, however,
                  the Tangible Equity Capital may be reduced one dollar for each
                  dollar paid to Lender to satisfy the Obligations. For purposes
                  hereof,  "Equity  Capital"  shall  mean the sum of the  common
                  stock, perpetual preferred stock (i.e. preferred stock with no
                  maturity  date and which may not be  reduced  at the option of
                  the  holder),  paid-in  surplus  and  undivided  profits,  all
                  determined in accordance with generally acceptable  accounting
                  principals  consistently  applied,  less the sum of the  total
                  good will and other intangible assets, if any.

                          5.14  Ratio of  Tangible  Equity  Capital  to  Average
                  Quarterly  Assets.  Cause  Harrington to maintain at all times
                  during  the term of this  Agreement  a ratio  of total  Equity
                  Capital  divided by average  quarterly  assets,  determined in
                  accordance  with  generally  accepted  accounting   principles
                  consistently  applied,  which equals or exceeds the greater of
                  (a) six  percent  (6%) or (b) the  percentage  required  to be
                  maintained   by  Harrington  by  or  by  reason  of  any  law,
                  regulation,  rule or order  of any  Regulatory  Agency  having
                  jurisdiction  over Borrower or  Harrington.  If any Regulatory
                  Agency  having   jurisdiction   over  Borrower  or  Harrington
                  hereafter employ at any time or from time to time measurements
                  of capital other than Equity  Capital as a percentage of total
                  tangible assets, then Borrower will, and will cause Harrington
                  to, comply with such capital  guidelines or requirements  then
                  in effect  in  addition  to,  and not in lieu of,  the  Equity
                  Capital to average quarterly assets ratio described above.

                          5.15  Total  Loan  and  Lease  Loss   Reserve.   On  a
                  consolidated  basis, cause Harrington to maintain at all times
                  during the term of this  Agreement an  allowance  for possible
                  loan and lease losses is an amount which equals or exceeds the
                  greater  of: (a) one  percent  (1%) of the  average  quarterly
                  total loans of Harrington,  limited to commercial,  industrial
                  and  consumer  loan  portfolios,  determined  under  generally
                  accepted accounting principles consistently applied or (b) the
                  amount required by or by reason of any law,  regulation,  rule
                  or order of any  Regulatory  Agency having  jurisdiction  over
                  Borrower or Harrington.

                          5.16  Non-performing  Assets. On a consolidated basis,
                  cause Harrington to maintain a ratio of non-performing  assets
                  divided by total tangible primary capital (including  reserves
                  for loan losses) equal to or less than fifteen  percent (15%),
                  determined in accordance  with generally  accepted  accounting
                  principles   consistently   applied.   For  purposes  of  this
                  calculation,  the  term  "Non-performing  Assets"  means  with
                  reference  to  Harrington,  as of any  time  the same is to be
                  determined, the sum of all non-performing assets of Harrington
                  as  determined  in  accordance  with   regulatory   accounting
                  principles   applicable  to  Harrington,   but  in  any  event
                  including,  without limitation,  (i) loans or other extensions
                  of credit on which any payment (whether  principal or interest
                  or  otherwise)  is not made within 90 days of its original due
                  date, (ii) loans which have been placed on a non-accrual basis
                  and (iii) property acquired by repossession or foreclosure.

                          5.17 Regulatory Matters. Notify Lender in writing upon
                  learning of the  occurrence  of the  issuance of any cease and
                  desist order against  Borrower or Harrington by any Regulatory
                  Agency and/or the entry of any Memorandum of  Understanding or
                  other  agreements  between  Borrower  or  Harrington  and  any
                  Regulatory Agency, regardless of whether the same is voluntary
                  or  involuntary.  Borrower  shall also  describe in detail the
                  contents of any such order,  memorandum  or agreement  and, if
                  applicable,  the steps being taken by  Harrington  or Borrower
                  affected with respect thereto.

                  g.  Notices.  Section  9.05 of the Loan  Agreement  is  hereby
         amended and restated in its entirety as follows:

                           9.05 Notices. Any notice,  request,  demand, consent,
                  confirmation  or other  communication  hereunder  shall be in
                  writing and delivered in person or sent by telegram, telex, or
                  by nationally recognized overnight delivery (including Federal
                  Express),  or registered  or certified  mail,  return  receipt
                  requested and postage prepaid.

                  If to Borrower at:     Harrington Financial Group, Inc.
                                         10801 Mastin Boulevard, Suite 740
                                         Overland Park, KS  66210
                                         Attn:  Craig J. Cerny

                  With a copy to:        Elias, Matz, Tiernan &
                                           Herrick, L.L.P.
                                         734 15th St., N.W., 12th Floor
                                         Washington, DC  20005
                                         Attn:  Norman Antin, Esq.

                  If to Lender at:       FIRSTAR Bank Midwest, N.A.
                                         1101 Walnut, Suite 700
                                         Kansas City, MO 64106
                                         Attn:  Ms. Lorrie McEachern

                  With a copy to:        Polsinelli, White, Vardeman & Shalton
                                         6201 College Blvd., Suite 500
                                         Overland Park, Kansas 66211
                                         Attn:  Frank P. Brady, Esq.

                  or at such other address as either party may designate as its
                  address for communications  hereunder by notice so given. Such
                  notices  shall  be  deemed  effective  on  the  day  on  which
                  delivered  or sent if  delivered  or sent in person or sent by
                  telegram  or  telex,   or  nationally   recognized   overnight
                  delivery,  or on the third (3rd) Business Day after the day on
                  which mailed, if sent by registered or certified mail.

         3. No Default.  Borrower hereby  represents and warrants that it is not
in  default  under  any of the  terms or  provisions  of the Loan  Documents  or
Security Documents, and no "Event of Default" (as such term is defined in any of
the Loan  Documents),  nor any  condition,  event,  act or omission which would
constitute,  with  notice,  or the  passage  of time,  or  both,  an  "Event  of
Default," exits as of the date of this Fourth Amendment.

         4.  Due  Authorization,   Valid  and  Binding  on  Borrower.   Borrower
represents and warrants to Lender that the execution and delivery by Borrower of
this Fourth  Amendment  and the Fourth  Amended  Note has been duly and properly
made and authorized,  and the Loan Documents and Security Documents, as modified
by this Fourth  Amendment,  and the Fourth Amended Note constitute the valid and
binding obligations of Borrower, enforceable in accordance with their respective
terms.

         5.  Ratification of Loan Documents.  Except as  specifically  modified
hereby,  the  Loan  Documents,  the  Security  Documents  and all of the  terms,
conditions,  and  covenants  contained  therein  shall  remain in full force and
effect,  and Borrower  hereby fully ratify and confirm such Loan  Documents  and
Security Documents. Without limiting the generality of

the forgoing,  Borrower (i) hereby confirm that the Security  Documents continue
to secure the Fourth  Amended  Note,  the Loan  Agreement  (as  modified by this
Fourth Amendment) and the other Security Documents, and (ii) hereby ratifies and
reaffirms,  as if  made  on the  date  of  this  Fourth  Amendment,  each of the
representations and warranties contained in the Loan Documents and the Security
Documents.

         6. Release of Lender. Borrower for itself and for its heirs, executors,
successors and assigns,  hereby releases,  acquit and forever discharges Lender
and all of Lender's stockholders,  directors,  officers,  employees,  agents and
representatives (collectively, the "Released Parties") from any and all actions,
causes  of  action,   claims,   counterclaims,   debts,  demands,   liabilities,
obligations,  and setoffs of any kind and character, whether known or unknown,
which arise out of acts or omissions of the Released  Parties prior to or on the
date hereof,  and relating in any manner  whatsoever to Borrower's  dealings and
communications with Lender, the Loan Documents,  the Security Documents and/or
the negotiation and execution of this Fourth Amendment.

         7.Governing  Law. This Fourth Amendment shall be construed and enforced
in accordance with the laws of the State of Kansas.

         8.Defined Terms. Except as otherwise  specifically  defined herein, all
capitalized  terms  shall have the same  meaning  given to such term in the Loan
Agreement.

         9.Entire  Agreement.  THE PARTIES  AGREE THAT THIS ENTIRE  AGREEMENT IS
NONSTANDARD  AND CONTAINS  SUFFICIENT  SPACE FOR THE  PLACEMENT  OF  NONSTANDARD
TERMS. THIS AGREEMENT (AND THE EXHIBITS AND SCHEDULES  ATTACHED HERETO) CONTAIN
ALL OF THE AGREEMENTS AND IS INTENDED TO BE THE FINAL  EXPRESSION OF THE CREDIT
AGREEMENT OF BORROWER AND LENDER,  AND SUPERSEDES ANY AND ALL PRIOR DISCUSSIONS
AND/OR AGREEMENTS  RELATIVE  THERETO.  THIS AGREEMENT MAY NOT BE CONTRADICTED BY
EVIDENCE OF ANY PRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT
AGREEMENT  BETWEEN BORROWER AND LENDER.  BORROWER AND LENDER HEREBY INITIAL THIS
PROVISION AS AN AFFIRMATION THAT NO UNWRITTEN,  ORAL CREDIT  AGREEMENTS  BETWEEN
THE PARTIES EXIST.

               Borrower's Initials         CJC
                                        ----------
               Lender's Initials           CGH
                                        -----------

         IN WITNESS WHEREOF,  the parties have executed this Fourth Amendment on
the day and year first above written.

                                      HARRINGTON FINANCIAL GROUP, INC., an
                                      Indiana corporation (formerly known as
                                      Financial Research Corporation)

                                      By:    /s/ Craig J. Cerny
                                             ---------------------------------
                                      Name:  Craig J. Cerny

                                      Title: President and CEO

                                      FIRSTSTAR BANK MIDWEST, N.A., a national
                                      banking association (successor-in-interest
                                      to Mark Twain Kansas City Bank)

                                      By:    /s/ Craig G. Huston
                                             ---------------------------
                                      Name:  Craig G. Huston

                                      Title: SR. Vice President 

Basic Info X:

Name: Fourth Amendment and Loan Modification Agreement
Type: Fourth Amendment and Loan Modification Agreement
Date: Sept. 29, 2000
Company: HARRINGTON FINANCIAL GROUP INC
State: Indiana

Other info:

Date:

  • June 30 , 2000
  • January 13 , 1997
  • July 26 , 1996
  • April 14 , 1994
  • July 21 , 1995
  • June 13 , 1994
  • October 31 , 2000
  • last day of each quarter
  • January 31 , April 30 , July 31
  • January 31 , 2001

Organization:

  • Loan Modification Agreement
  • Smith Breeden Associates , Inc.
  • First Amended Loan Agreement
  • General Pledge Agreement
  • Assignment of Life Insurance Policy
  • Breeden Life Insurance Assignment
  • Cerny Life Insurance Assignment
  • Fourth Amended and Restated Promissory Note
  • Board of Directors of Borrower
  • Federal Reserve Form U-1
  • Fourth Amendment Borrower
  • Principal and Interest Payments
  • 5.13 Equity Capital Floor
  • Tangible Equity Capital
  • Total Loan and Lease Loss Reserve
  • Harrington Financial Group , Inc.
  • Tiernan & Herrick
  • FIRSTAR Bank Midwest
  • Vardeman & Shalton 6201 College Blvd.
  • Loan Documents and Security Documents
  • Fourth Amended Note
  • the State of Kansas
  • Financial Research Corporation
  • Mark Twain Kansas City Bank

Location:

  • United States of America
  • Missouri
  • Harrington
  • KS
  • Elias
  • N.W.
  • Washington
  • DC
  • Kansas City
  • MO
  • Overland Park
  • Esq
  • Indiana
  • N.A.

Money:

  • $ 10,000,000
  • $ 5,000,000
  • $ 1,000,000
  • $ 250,000
  • $ 14,995,180.54
  • $ 19,000
  • Thirteen Million Dollars
  • $ 13,000,000
  • Twenty-Seven Million Dollars
  • $ 27,000,000

Person:

  • Douglas T. Breeden
  • Craig Cerny
  • Harrington
  • Matz
  • Norman Antin
  • Lorrie McEachern
  • Frank P. Brady
  • Craig J. Cerny
  • Craig G. Huston

Percent:

  • 100 %
  • six percent
  • 6 %
  • one percent
  • 1 %
  • fifteen percent 15 %