MANAGEMENT CONTINUITY AGREEMENT

    This Management Continuity Agreement ("Agreement") is made and entered into as of this first day of June, 2000, by and between Illini Corporation, an Illinois corporation with an office at 3200 West lies Avenue, Springfield, Illinois 62707 (the "Company"), and Daniel L. Haider, whose address is 3645 Willoughby Circle, Belleville, Illinois, 622221 (the "Officer").

WITNESSETH

    WHEREAS, the Officer is interested in becoming employed as an officer of the Company with the title of Senior Vice President; and

    WHEREAS, the Company wishes to attract and retain highly qualified executives and to achieve this goal it is in the best interests of the Company to secure the continued services of the Officer regardless of a change in control of the Company; and

    WHEREAS, the Company is willing, in order to provide the Officer a measure of security with respect to his employment with the Company in the event of a change in control of the Company so that the Officer will be in a position to act with respect to a possible change in control of the Company in the best interests of the Company and its shareholders, without concern as to the Officer's own financial security, and in order to induce the Officer to remain in employment with the Company, to agree that employment of the Officer shall be terminable only for cause for a limited period after a change in control of the Company.

    NOW, THEREFORE, the Company and the Officer agree as follows:

Section 1
Employment

    1.1  Term.  The Company shall employ the Officer and the Officer shall remain in employment with the Company for a period of three years from the Commencement Date (herein called the Term). Annually, effective on the anniversary of the Commencement Date, the Term of this Agreement shall be extended for one additional year, unless the Board of Directors of the Company takes action to not extend the Term prior to such anniversary of the Commencement Date of this Agreement. The Term may be otherwise extended by written amendment to this Agreement, which amendment specifically refers to this Agreement, signed by the Company and the Officer.

    1.2  Compensation.  As compensation for services provided to the Company and the Bank by the Officer pursuant to this Agreement, the Company shall cause the Bank to pay the Officer an annual base salary of $90,000.00, which salary may be increased from time to time by the Company. The Officer shall also be eligible to actively participate in any other compensation and benefit plans generally available to executive employees of the Company of like grade and salary including, but not limited to, retirement plans, group life, disability, accidental death and dismemberment, travel and accident, and health and dental insurance plans, incentive compensation plans, stock compensation plans, stock option plans, deferred compensation plans, supplemental retirement plans and excess benefit plans. Such other compensation and benefit plans are hereinafter referred to collectively as the "Compensation and Benefits Plans". It is expressly agreed that the Officer's compensation under this Agreement shall conform in all respects to a certain executed Officer of Employment attached hereto as Exhibit A and hereby incorporated into this Agreement by this reference.

    1.3  Duties.  The Officer shall perform such duties and functions as described in Schedule A to this Agreement. Such duties shall be updated annually by the Boards of Directors of the company, or by a duly authorized committee of the Boards of Directors of the Company. In the event of an actual or potential Change in Control (as defined in Section 2.6), the Officer shall perform his duties and functions in a manner that is consistent with the best interest of the Company and its shareholders, without regard to the effect that the potential or actual Change in Control may have on the Officer personally.

    1.4  Duty of Loyalty  The Officer shall work full-time for the Company, provided that

(a)

he may also engage in charitable, civic and other similar activities;



(b)

with the consent of the Board of Directors of the Company, he may serve as a director of a business organization not competing with the Company; and


 

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