Exhibit
10.1


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT (this “Agreement”),
is made and entered into as of July 31, 2007 by and between FIRST BUSEY CORPORATION, a Nevada
corporation (“First Busey”), and Lee O’Neill
(the “Executive”), and shall be effective
immediately upon the consummation of the merger (the “Merger”)
contemplated by the Agreement and Plan of Merger By and Between First Busey and
Main Street Trust, Inc. (“Main Street”)
dated September 20, 2006 (the “Merger Agreement”),
whereby Main Street shall merge with and into First Busey, with First Busey
being the surviving corporation.


RECITALS


[A.]         The Executive currently serves as Chairman
of the Board and Chief Executive Officer of Busey Bank (“Busey Bank”),
a wholly-owned subsidiary of First Busey.


[B.]         Busey Bank desires to employ the Executive
following the Merger as President and Chief Executive Officer of Busey Bank and
the Executive desires to be employed in such position.


[C.]         Busey Bank and the Executive have made
commitments to each other on a variety of important issues concerning Executive’s
employment, including the performance that will be expected of Executive, the
compensation the Executive will be paid, how long and under what circumstances
Executive will remain employed and the financial details relating to any
decision that either Busey Bank or the Executive might ever make to terminate
this Agreement.


[D.]         First Busey and the Executive desire to
enter into this Agreement as of the Effective Time (as defined in the Merger
Agreement).


[E.]          First Busey recognizes that circumstances
may arise in which a change of control of First Busey through acquisition or
otherwise may occur (other than with respect to the Merger) thereby causing
uncertainty of employment without regard to the competence or past
contributions of the Executive which uncertainty may result in the loss of
valuable services of the Executive and First Busey and the Executive wish to
provide reasonable security to the Executive against changes in the employment
relationship in the event of any such change of control.


NOW,
THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter contained, it is covenanted and agreed by
and between the parties hereto as follows:


AGREEMENTS


Section 1.              Term
with Automatic Renewal Provision.  The term of this Agreement (the “Term”) and Executive’s employment
hereunder will be for a period of one (1) year commencing as of the Effective
Time.  This Agreement and the term of
Executive’s employment hereunder will automatically renew for one (1)
additional year at the end of the then existing term, unless either party
provides written notice to the other party not less then ninety (90) days 













prior to the
end of the then existing Term, or any extension thereof, that such party does
not intend to extend the Term.


Section 2.              Employment.


(a)           Positions.
 Subject to the
terms of this Agreement, Busey Bank shall employ Executive, and Executive
agrees to serve, as President and Chief Executive Officer of Busey Bank or in such
other capacities with First Busey or its subsidiaries as the Board of Directors
of First Busey deems appropriate in its sole discretion, under the terms and
conditions set forth herein as of the Effective Date.


(b)           Duties.  Executive’s duties, authority and
responsibilities in such position include all duties, authority and
responsibilities customarily held by such officer of comparable companies,
subject always to the charter and bylaw provisions and the policies of First
Busey and Busey Bank, and the directions of the President and Chief Executive
Officer of First Busey.


(c)           Care
and Loyalty.  Executive
will devote Executive’s best efforts and full business time, energy, skills and
attention to the business and affairs of Busey Bank and its subsidiaries, and
will faithfully and loyally discharge Executive’s duties to Busey Bank and its
subsidiaries.


(d)           Transfers.  The Board may, in its sole discretion, cause
Executive’s employment to be transferred from Busey Bank to First Busey or
another wholly owned subsidiary of First Busey, in which case all references in
this Agreement to “First Busey”
will be deemed to refer to such subsidiary.


Section 3.              Compensation.  First Busey will compensate Executive for
Executive’s services as follows during the term of this Agreement and Executive’s
employment hereunder:


(a)           Base
Compensation. 
Executive’s annual base salary will be two hundred and twenty thousand
dollars ($220,000) (“Base Salary”).  The Board will review Executive’s Base Salary
in October 2007 and thereafter annually, beginning January 2009, during the
term of this Agreement to determine whether it should be maintained at its
existing level or increased.  Executive’s
annual Base Salary for any year after 2007 will not be lower than Executive’s
Base Salary for the immediately preceding year.


(b)           Discretionary
Performance Bonus.  First
Busey will consider Executive for a bonus each year based on performance
criteria established by the Board and/or Executive’s senior officers and any
other factors deemed by the Board to be appropriate.  Bonuses will be awarded, if at all, in the
sole discretion of the Board, and nothing in this Agreement will require the
payment of a bonus in any given year.


(c)           Profit
Sharing Benefit.  Executive
will receive an annual profit sharing benefit based on the combined amount of
Executive’s annual Base Salary and, if applicable, Executive’s performance
bonus after Executive meets the eligibility requirements of the applicable
profit sharing plan.  The Board will
decide the exact amount of this benefit annually within that range.  First Busey will contribute this benefit for
the account of Executive to First Busey’s tax-qualified retirement plans and/or
any nontax-qualified deferred compensation 



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programs that
First Busey may elect to establish or maintain. 
All such benefit payments will be determined and governed by the terms
of the particular plan or program.  First
Busey shall have no obligation to continue to maintain any particular benefit
plan or arrangement and this benefit may be amended or terminated by First
Busey at any time for any reason, provided such termination applies to all
other similarly situated officers of First Busey.


(d)           Car
Allowance.  First
Busey will provide Executive with a monthly automobile allowance in the gross
amount of eight hundred dollars ($800). 
The automobile allowance will be subject to annual review by the Board
starting in 2009, and may be terminated, decreased, maintained or increased as
the Board deems appropriate.


(e)           Club
Membership.  First
Busey expects Executive to entertain clients and prospective clients of First
Busey at the country club to which Executive belongs, and thus will reimburse
Executive’s dues for Executive’s country club membership in an amount not to
exceed five hundred dollars ($500) per month and six thousand dollars ($6,000)
per year.  The reimbursement will be paid
by First Busey only upon the actual payment of country club membership dues by
Executive.  This allowance will be
subject to annual review by the Board starting in 2009, and may be terminated,
decreased, maintained or increased as the Board deems appropriate.


(f)            Reimbursement
of Expenses. 
First Busey will reimburse Executive for all travel, entertainment and
other out-of-pocket expenses that Executive reasonably and necessarily incurs
in the performance of Executive’s duties. 
Executive will document these expenses to the extent necessary to comply
with all applicable laws and internal policies.


(g)           Other
Benefits.  Executive will be entitled to participate in
all plans and benefits that are now or later made available by First Busey to
its officers of equal or junior ranking generally.


(h)           Vacations.  Executive will accrue at least twenty-five
(25) days of paid vacation annually, subject to First Busey’s general vacation
policy.


(i)            Withholding.  Executive acknowledges that First Busey may
withhold any applicable federal, state or local withholding or other taxes from
payments that become due or allowances that are provided to Executive.


Section 4.              Termination.


(a)           Termination
Without Cause.  Either
First Busey or Executive may terminate this Agreement and Executive’s
employment hereunder for any reason by delivering written notice of termination
to the other party no less than ninety (90) days before the effective date of
termination, which date will be specified in the notice of termination.  First Busey may provide for an earlier date
of termination provided First Busey pays to Executive the Base Salary which
would have been earned during such notice period.


(b)           Termination
for Cause. 
First Busey may terminate this Agreement and Executive’s employment
hereunder for Cause by delivering written notice of termination to Executive no
less than thirty (30) days before the effective date of termination.  First Busey may 



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provide for an
earlier date of termination provided First Busey pays to Executive the Base
Salary which would have been earned during such notice period.  “Cause”
for termination will exist if:  (i)
Executive engages in one or more unsafe and unsound banking practices or
material violations of a law or regulation applicable to First Busey or its
subsidiaries, any repeated violations of a policy of First Busey after being
warned in writing by the Board and/or a senior officer not to violate such policy,
any single violation of a policy of First Busey if such violation materially
and adversely affects the business or affairs of First Busey, or a direction or
order of the Board and/or one of Executive’s senior officers;
(ii) Executive engages in a breach of fiduciary duty or act of dishonesty
involving the affairs of First Busey; (iii) Executive is removed or
suspended from banking pursuant to Section 8(e) of the Federal Deposit
Insurance Act or any other applicable State or Federal law; (iv) Executive commits
a material breach of Executive’s obligations under this Agreement; or (v)
Executive fails to perform Executive’s duties to First Busey with the degree of
skill, care or competence expected by the Board and/or Executive’s senior
officers.


(c)           Constructive
Discharge. 
Within thirty (30) days of the occurrence of an event or condition that
Executive believes would constitute a Constructive Discharge, Executive shall
provide First Busey with written notice detailing the facts to support
Executive’s claim of Constructive Discharge. 
If the facts or conditions exist and are not cured or corrected by First
Busey within thirty (30) days of Executive’s written notice, then this
Agreement and Executive’s employment hereunder shall terminate on the thirtieth
(30th) day
following Executive’s written notice.  “Constructive Discharge” means the
occurrence of any one or more of the following, without Executive’s prior
consent:  (i) Executive is not
reelected to or is removed from the position set forth herein (other than by
promotion to a higher position); (ii) First Busey fails to vest Executive
with or removes from Executive the duties, responsibilities, authority or
resources that Executive reasonably needs to competently perform Executive’s
duties in such position; (iii) First Busey notifies Executive that it is
terminating this Agreement pursuant to Section
4(a); (iv) First Busey changes the primary location of
Executive’s employment to a place that is more than fifty (50) miles from
Executive’s primary employment location on the Effective Time; or
(v) First Busey otherwise commits a material breach of its obligations
under this Agreement, and in all cases, First Busey fails to correct within
thirty (30) days after Executive gives First Busey written notice of the foregoing
breach.


(d)           Termination
upon Change of Control.  Following
a Change of Control, this Agreement and Executive’s employment hereunder may be
terminated in accordance with Section 4(a),
(b), or (c) by delivering written notice of termination to the other
party no less than thirty (30) days before the effective date of termination.


(i)            A
“Change of Control” will be deemed
to have occurred if:  (A) any person
(as such term is defined in Section 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”))
acquires beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of First Busey;
or (B) the individuals who were members of the Board of Directors of First
Busey on the Effective Time (the “Current
Board Members”) cease for any reason (other than the reasons
specified in Section 4(d)(ii)
below) to constitute a majority of the Board of First Busey or its successor;
however, if the election or the nomination for election of any new director of
First Busey or its successor is 



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approved by a
vote of a majority of the individuals who are Current Board Members, such new
director shall, for the purposes of this Section
4(d)(i), be considered a Current Board Member; or (C) the
consummation of (1) a merger or consolidation of First Busey and the
stockholders of First Busey immediately before such merger or consolidation do
not, as a result of such merger or consolidation, own, directly or indirectly,
more than fifty percent (50%) of the combined voting power of the then
outstanding voting securities of the entity resulting from such merger or
consolidation in substantially the same proportion as their ownership of the
combined voting power of the outstanding securities of First Busey immediately
before such merger or consolidation; or (2) a complete liquidation or
dissolution or an agreement for the sale or other disposition of all or
substantially all of the assets of First Busey.


(ii)           Notwithstanding
and in lieu of Section 4(d)(i), a
Change of Control will not be deemed to have occurred:  (A) solely because more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
First Busey are acquired by (1) a trustee or other fiduciary holding securities
under one or more employee benefit plans maintained for employees of First
Busey or its subsidiaries, or (2) any person pursuant to the will or trust of
any existing stockholder of First Busey, or who is a member of the immediate
family of such stockholder, or (3) any corporation which, immediately prior to
such acquisition, is owned directly or indirectly by the stockholders in the
same proportion as their ownership of stock immediately prior to such
acquisition; (B) if Executive agrees in writing that the transaction or event
in question does not constitute a Change of Control for the purposes of this
Agreement; or (C) with respect to the Merger.


(e)           Termination
upon Disability.  First
Busey will not terminate this Agreement and Executive’s employment hereunder if
Executive becomes disabled within the meaning of First Busey’s then current
employee disability program or, at First Busey’s election, as determined by a
physician selected by First Busey, unless as a result of such disability,
Executive is unable to perform Executive’s duties with the requisite level of
skill and competence for a period of six (6) consecutive months.  Thereafter, First Busey may terminate this
Agreement for Cause in accordance with Section
4(b)(v).


(f)            Termination
upon Death. 
This Agreement will terminate if Executive dies during the term of this
Agreement, effective on the date of Executive’s death.  Any payments that are owing to Executive
under this Agreement or otherwise at the time of Executive’s death will be made
to whomever Executive may designate in writing as Executive’s beneficiary, or
absent such a designation, to the executor or administrator of Executive’s
estate.  Termination of this Agreement
under this Section 4(f) shall be
deemed to be a termination in accordance with Section
4(b)(v).


(g)           Severance
Benefits.  First Busey will pay severance benefits to
Executive as follows:


(i)            If
this Agreement and Executive’s employment hereunder are terminated by First
Busey without Cause pursuant to Section 4(a),
or by reason of Executive’s Constructive Discharge pursuant to Section 4(c), First Busey will pay
Executive an amount equal to the sum of (A) Executive’s then applicable
annual Base Salary, plus (B) the amount of the most recent performance
bonus that First Busey paid to Executive pursuant to Section 3(b), 



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plus
(C) the amount contributed by First Busey on behalf of Executive to First
Busey’s tax-qualified retirement plans (other than Internal Revenue Code
Section 401(k) contributions) for the calendar year immediately preceding
Executive’s termination of employment (collectively, the “Severance Payment”).  First Busey will also reimburse Executive for
up to twelve (12) months for continuing coverage under First Busey’s health
insurance pursuant to the health care continuation rules of the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”),
provided that Executive remains eligible for such COBRA continuation for such
period following the effective date of termination, provided further that to
the extent Executive paid a portion of the premium for such benefit while
employed Executive shall continue to pay such portion during the period of
continuation hereunder and any period of continuation hereunder shall be
credited against the continuation rights under COBRA and Executive will be
required to complete all COBRA election and other forms.


(ii)           If
within one (1) year after a Change of Control occurs, this Agreement and
Executive’s employment hereunder are terminated by Executive pursuant to Section 4(a), (c) or (d), or this Agreement and Executive’s
employment hereunder are terminated by First Busey or its successor pursuant to
Section 4(a) or (b) either within the eighteen (18) month
period immediately preceding a Change of Control or at any time after a Change
of Control occurs, then First Busey or its successor will pay Executive an
amount equal to the greater of seven hundred fifty thousand dollars ($750,000)
or three (3) times the Severance Payment. 
In this event, First Busey or its successor will also reimburse
Executive for thirty-six (36) months for continuing coverage under First
Busey’s health insurance pursuant to COBRA, provided that Executive remains
eligible for such COBRA continuation for such period following the effective
date of termination, provided further that to the extent Executive paid a
portion of the premium for such benefit while employed Executive shall continue
to pay such portion during the period of continuation hereunder and any period
of continuation hereunder shall be credited against the continuation rights
under COBRA and Executive will be required to complete all COBRA election and
other forms.


(iii)         All
payments that become due to Executive under this Section 4(g) will be made in substantially equal installments
in accordance with First Busey’s regular payroll practices over the one (1)
year period (provided that if payment is being made pursuant to Section 4(g)(ii), payment shall be made
over three (3) years) commencing on the first regular pay date immediately
succeeding, and administratively practicable, the expiration of the seven (7)
day revocation period set forth in the general release required by Section 4(j).  First Busey will be obligated to make all
payments that become due to Executive under this Section 4(g) whether or not Executive obtains other employment
following termination or takes steps to mitigate any damages that Executive
claims to have sustained as a result of termination.  The payments and other benefits provided for
in this Section 4(g) are intended
to supplement any compensation or other benefits that have accrued or vested
with respect to Executive or for Executive’s account as of the effective date
of termination.


(iv)          First
Busey and Executive intend that no portion of any payment under this Agreement,
or payments to or for the benefit of Executive under any other agreement or
plan, be deemed to be an “Excess Parachute
Payment” as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the “Code”),
or its successors.  It is agreed that the
present value of any payments to or for the benefit of Executive in the nature
of compensation, as 



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determined by
the legal counsel or certified public accountants for First Busey in accordance
with Section 280G(d)(4) of the Code, receipt of which is contingent on the
Change of Control of First Busey, and to which Section 280G of the Code
applies (in the aggregate “Total Payments”),
shall be reduced, as necessary, such that the payment will not exceed an amount
equal to one dollar ($1.00) less than the maximum amount which First Busey may
pay without loss of deduction under Section 280G(a) of the Code.


(v)            First
Busey may elect to defer any payments that may become due to Executive under
this Section 4(g) if, at the time
the payments become due, First Busey is not in compliance with any
regulatory-mandated minimum capital requirements or if making the payments
would cause First Busey’s capital to fall below such minimum capital
requirements.  In this event, First Busey
will resume making the payments as soon as it can do so without violating such
minimum capital requirements.


(h)           Payment
Equalization.  If
First Busey is paying, or in the case of a lump sum, has paid, Executive a
Severance Benefit under Section 4(g),
then Executive agrees to not seek or apply for unemployment compensation under
the Illinois Unemployment Act 820 ILCS 405/100 et seq. or any other state or
federal unemployment compensation law at any time prior to a date following the
final payment made hereunder or with respect to the period during which such
payments were or were to be made until the final payment is made.


(i)            Specified
Employee.  If
at the time of any payment hereunder: (a) Executive is considered to be a “specified employee” as that term is or may
be, defined under Code Section 409A(a)(2)(B); and (b) such payment is
required to be treated as deferred compensation under Section 409A of the Code,
then, to the extent required by Section 409A of the Code, payments may be
delayed to the date which is six (6) months after the date of separation from
service.


(j)            Release.  As a condition to
First Busey’s obligation to pay any Severance Benefit under Section 4(g), Executive agrees that
Executive will execute a general release of First Busey and its affiliates,
substantially in the form attached hereto as Exhibit A.


Section 5.              Confidentiality.  Executive
acknowledges that the nature of Executive’s employment will require that
Executive produce and have access to records, data, trade secrets and
information that are not available to the public regarding First Busey and its
subsidiaries and affiliates (“Confidential
Information”).  Executive will
hold in confidence and not directly or indirectly disclose any Confidential
Information to third parties unless disclosure becomes reasonably necessary in
connection with Executive’s performance of Executive’s duties hereunder, or the
Confidential Information lawfully becomes available to the public from other
sources, or Executive is authorized in writing by First Busey to disclose it,
or Executive is required to make disclosure by a law or pursuant to the
authority of any administrative agency or judicial body.  All Confidential Information and all other
records, files, documents and other materials or copies thereof relating to the
business of First Busey or any of its subsidiaries or affiliates that Executive
prepares or uses will always be the sole property of First Busey.  Executive will promptly return all originals
and copies of such Confidential Information and other records, files, documents
and other materials to First Busey if Executive’s employment with First Busey
is terminated for any reason.



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Section 6.              Non-Competition
Covenant.


(a)           Restrictive
Covenant.  Executive
agrees that, for a period of one (1) year after the termination of this
Agreement, Executive will not, without First Busey’s prior written consent,
directly or indirectly Compete with First Busey.  For the purposes of Section 6(a):


(i)            “Compete” means directly or indirectly
owning, managing, operating or controlling a Competitor; or within the
Restricted Area, directly or indirectly serving as an employee, officer or
director of or a consultant to a Competitor, or soliciting or inducing any officer
or employee that reported directly to Executive or agent of First Busey to
terminate employment with First Busey or any of its subsidiaries and become
employed by a Competitor, or by soliciting or inducing any customer, wherever
located, of First Busey or its subsidiary banks with whom Executive had contact
during Executive’s employment to modify or terminate its relationship with
First Busey or its subsidiary banks.


(ii)           “Competitor” means any person, firm,
partnership, corporation, trust or other entity that owns, controls or is a
bank, savings and loan association, credit union or similar financial
institution or financial planning, brokerage or investment firm (collectively,
a “Financial Institution”) that is
physically located and conducts lending, deposit or wealth management
activities within the fifty (50) mile radii of the primary First Busey office
from which or for which Executive provided services (the “Restricted Area”).


(b)           Successors.  In the event that a successor to First Busey  succeeds to or assumes First Busey’s
rights and obligations under this Agreement, Section
6(a) will apply only to the primary service areas of First Busey as
they existed immediately before the succession or assumption occurred and will
not apply to any of the successor’s other offices.


(c)           Investment
Exception.  Section 6(a) will not prohibit Executive
from directly or indirectly owning or acquiring any capital stock or similar
securities that are listed on a securities exchange or quoted on the NASDAQ and
do not represent more than five percent (5%) of the outstanding capital stock
of any Financial Institution.


(d)           Injunctive
Relief. 
Executive agrees that a violation of this Section 6 would result in direct, immediate and irreparable
harm to First Busey, and in such event, agrees that First Busey, in addition to
its other right and remedies, would be entitled to injunctive relief enforcing
the terms and provisions of this Section 6.  This Section
6(d) is not subject to the provisions of Section 7(c) below.


Section 7.              Indemnity;
Other Protections.


(a)           Indemnification.  First Busey will
indemnify Executive (and, upon Executive’s death, Executive’s heirs, executors
and administrators) to the fullest extent permitted by law against all
expenses, including reasonable attorneys’ fees, court and investigative costs,
judgments, fines and amounts paid in settlement (collectively, “Expenses”) reasonably incurred by Executive
in connection with or arising out of any pending, threatened or completed
action, suit or proceeding in which Executive may become involved by reason of
Executive’s having been an officer or director of First Busey.  The indemnification rights provided for
herein are not exclusive and will supplement any rights to indemnification that
Executive may have under any 



 8
 









applicable
bylaw or charter provision of First Busey, or any resolution of First Busey, or
any applicable statute.


(b)           Advancement
of Expenses.  In
the event that Executive becomes a party, or is threatened to be made a party,
to any pending, threatened or completed action, suit or proceeding for which
First Busey is permitted or required to indemnify Executive under this
Agreement, any applicable bylaw or charter provision of First Busey, any
resolution of First Busey, or any applicable statute, First Busey will, to the
fullest extent permitted by law, advance all Expenses incurred by Executive in
connection with the investigation, defense, settlement, or appeal of any
threatened, pending or completed action, suit or proceeding, subject to receipt
by First Busey of a written undertaking from Executive to reimburse First Busey
for all Expenses actually paid by First Busey to or on behalf of Executive in
the event it shall be ultimately determined that First Busey cannot lawfully
indemnify Executive for such Expenses, and to assign to First Busey all rights
of Executive to indemnification under any policy of directors’ and officers’
liability insurance to the extent of the amount of Expenses actually paid by
First Busey to or on behalf of Executive.


(c)           Litigation.  Unless precluded by an actual or potential
conflict of interest, First Busey will have the right to recommend counsel to
Executive to represent Executive in connection with any claim covered by this Section 7. 
Further, Executive’s choice of counsel, Executive’s decision to contest
or settle any such claim, and the terms and amount of the settlement of any
such claim will be subject to First Busey’s prior written approval, which
approval shall not be unreasonably withheld by First Busey.


Section 8.              General
Provisions.


(a)           Successors;
Assignment.  This
Agreement will be binding upon and inure to the benefit of Executive, First
Busey and their respective personal representatives, successors and
assigns.  For the purposes of this
Agreement, any successor or assign of First Busey shall be deemed to be “First Busey.”  First Busey will require any successor or
assign of First Busey or any direct or indirect purchaser or acquiror of all or
substantially all of the business, assets or liabilities of First Busey,
whether by transfer, purchase, merger, consolidation, stock acquisition or
otherwise, to assume and agree in writing to perform this Agreement and First
Busey’s obligations hereunder in the same manner and to the same extent as
First Busey would have been required to perform them if no such transaction had
occurred.


(b)           Entire
Agreement; Survival.  This
Agreement constitutes the entire agreement between Executive and First Busey
concerning the subject matter hereof, and supersedes all prior negotiations,
undertakings, agreements and arrangements with respect thereto, whether written
or oral, specifically including the Prior Employment Agreement.  The provisions of this Agreement will be
regarded as divisible and separate; if any provision is ever declared invalid
or unenforceable, the validity and enforceability of the remaining provisions
will not be affected.  In the event any
provision of this Agreement (including, but not limited to, any provision of
the covenant not to compete set forth in Section
6) is held to be overbroad as written, such provision shall be
deemed to be amended to narrow the application of such provision to the extent
necessary to make such provision enforceable according to applicable law.  This Agreement may not be amended or modified
except by a writing signed by Executive 



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and First
Busey.  The parties acknowledge and agree
that the obligations under Section 5
(Confidentiality), Section 6
(Non-Competition Covenant) and Section 7
(Indemnity; Other Protections) shall survive the termination of this Agreement.
The subject matter and language of this Agreement has been the subject of
negotiations between the parties and/or their respective counsel, and this
Agreement has been jointly prepared by their respective counsel.  Accordingly, this Agreement shall not be
construed against either party on the basis that this Agreement was drafted by
such party or its counsel.


(c)           Governing
Law and Enforcement.  This Agreement will be construed and the
legal relations of the parties hereto shall be determined in accordance with
the laws of the State of Illinois without reference to the law regarding
conflicts of law.


(d)           Arbitration.  Any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration conducted at a location selected by First Busey
within fifty (50) miles from Champaign-Urbana, Illinois, in accordance with the
rules of the American Arbitration Association.


(e)           Prevailing
Party Legal Fees. 
Should either party institute any action or proceeding to enforce this
Agreement or any provision hereof, or for damages by reason of any alleged
breach of this Agreement or of any provision hereof, or for a declaration of
rights hereunder, the prevailing party in any such action or proceeding shall
be entitled to receive from the other party all costs and expenses, including
reasonable attorneys’ fees, incurred by the prevailing party in connection with
such action or proceeding.


(f)            Waiver.  No waiver by either party at any time of any
breach by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by the other party, shall be deemed a waiver of
any similar or dissimilar provisions or conditions at the same time or any
prior or subsequent time.


(g)           Notices.  Notices pursuant to this Agreement shall be
in writing and shall be deemed given when received; and, if mailed, shall be
mailed by United States registered or certified mail, return receipt requested,
postage prepaid; and if to First Busey, addressed to the principal headquarters
of First Busey, attention: President and Chief Executive Officer; or, if to
Executive, to the address set forth below Executive’s signature on this
Agreement, or to such other address as the party to be notified shall have
given to the other.


[Remainder
of Page Intentionally Left Blank]



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IN
WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.


	
  FIRST BUSEY CORPORATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Douglas C. Mills

  	
   

  	
  /s/ Lee O’Neill

  	
   

  
	
   

  	
  Douglas C. Mills

  	
   

  	
  Lee O’Neill

  	
   

  
	
   

  	
  Chairman of the Board, President and

  	
   

  	
   

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address

  	
   

  



 


 



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EXHIBIT A


AGREEMENT
AND RELEASE


This
Agreement and Release (this “Agreement”) is
made and entered into as of this _______ day of ___________, ______, by and
between _______________________ (hereinafter referred to as “Executive”) and _______________________, (hereinafter
referred to as the “First Busey”).  In consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:


Section
1.              Separation.  The parties agree that
Executive’s employment with the First Busey shall end effective
_________________________.


Section
2.              Payment and Benefits.  In consideration of the
promises made in this Agreement, the First Busey has agreed to pay Executive
the compensation and benefits as provided in the Employment Agreement entered
into between Executive and the First Busey on ______________________.  Executive expressly agrees, understands and
acknowledges that the pay provided under this Section 2 constitutes an amount
in excess of that which Executive would be entitled without entering into this
Agreement.  Executive acknowledges that
the above pay is being provided by the First Busey as consideration for
Executive entering into this Agreement, including the release of claims and
waiver of rights provided in Section 3.


Section
3.              Release of Claims and
Waiver of Rights. 
Executive, on Executive’s own behalf and that of Executive’s heirs,
executors, attorneys, administrators, successors and assigns, fully releases
and discharges the First Busey, its predecessors, successors, subsidiaries, affiliates
and assigns, and its and their directors, officers, trustees, employees, and
agents whether in their individual or official capacities and the current and
former trustees or administrators of any retirement or other benefit plan
applicable to the employees or former employees of the First Busey, in their
official and individual capacities from any and all liability, claims and
demands, including but not limited to, claims, demands or actions arising under
the First Busey’s policies and procedures, whether formal or informal, United
States or State of Illinois Constitutions; the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991; the Illinois Human Rights Act; the
Employee Retirement Income Security Act of 1974, as amended; the Age Discrimination
in Employment Act; Executive Order 11246; and any other federal, state or local
statute, ordinance or regulation with respect to employment, and in addition
thereto, from any other claims, demands or actions with respect to Executive’s
employment with the First Busey or other association with the First Busey
through the date of this Agreement, including, but not limited to, the
termination of Executive’s employment with the First Busey, any right of
payment for disability or any other statutory or contractual right of payment
or any claim for relief on the basis of any alleged tort or breach of contract
under the common law of the State of Illinois or any other state, including,
but not limited to, defamation, intentional or negligent infliction of
emotional distress, breach of the covenant of good faith and fair dealing,
promissory estoppel, and negligence. 
Executive represents that Executive has not assigned or filed any claim,
demand, action or charge against the First Busey.



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Section 4.              Mutual
Non-Disparagement.  The
First Busey and Executive agree that, at all times following the signing of
this Agreement, they shall not engage in any vilification of the other, and
shall refrain from making any false, negative, critical or disparaging statements,
implied or expressed, concerning the other, including, but not limited to,
management style, methods of doing business, the quality of products and
services, role in the community, or treatment of employees.  Executive acknowledges that the only persons
whose statements may be attributed to the First Busey for purposes of this
Agreement not to make disparaging statements shall be each member of the Board
of Directors of the First Busey and each of Executive’s senior officers.  The parties further agree to do nothing that
would damage the other’s business reputation or good will.


Section
5.              Representations by
Executive.  Executive
warrants that Executive is legally competent to execute this Agreement and that
Executive has not relied on any statements or explanations made by the First
Busey or its attorney.  Moreover,
Executive hereby acknowledges that Executive has been afforded the opportunity
to be advised by legal counsel regarding the terms of this Agreement, including
the release of all claims and waiver of rights set forth in Section 3.  Executive acknowledges that Executive has
been offered at least [twenty-one (21)]
days to consider this Agreement.  After
being so advised, and without coercion of any kind, Executive freely,
knowingly, and voluntarily enters into this Agreement.  [Executive further
acknowledges that Executive may revoke this Agreement within seven (7) days
after Executive has signed this Agreement and further understands that this
Agreement shall not become effective or enforceable until seven (7) days after
Executive has signed this Agreement as evidenced by the date set forth below
Executive’s signature (the “Effective Date”). 
Any revocation must be in writing and directed to the First Busey,
_____________________________, __________, Illinois ______, Attention:  ___________________.  If sent by mail, any revocation must be
postmarked within the seven (7)-day period and sent by certified mail, return
receipt requested.]  In
addition, Executive represents that Executive has returned all property of the
First Busey that is in Executive’s possession, custody or control, including
all documents, records and tangible property that are not publicly available
and reflect, refer or relate to the First Busey or the First Busey’s business
affairs, operations or customers, and all copies of the foregoing.


Section
6.              No Admissions.  The First Busey denies that it or any of
its employees or agents have taken any improper action against Executive, and
Executive agrees that this Agreement shall not be admissible in any proceeding
as evidence of improper action by the First Busey or any of their employees or
agents.


Section
7.              Confidentiality.  Executive and the First Busey agree to
keep the existence and the terms of this Agreement confidential, except for
Executive’s immediate family members or their legal or tax advisors in
connection with services related hereto and except as may be required by law or
in connection with the preparation of tax returns.


Section
8.              Non-Waiver.  The First Busey’s waiver of a breach of
this Agreement by Executive shall not be construed or operate as a waiver of
any subsequent breach by Executive of the same or of any other provision of
this Agreement.



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IN
WITNESS WHEREOF, the undersigned have set their hands the day
and year set forth below their respective signatures.


	
  

  	
  [

  	
  ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President and Chief Executive Officer

  	
   

  	
  [Executive]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
						



 



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