Exhibit 10.2



                                 VAN A. DUKEMAN

                              EMPLOYMENT AGREEMENT

This Employment  Agreement (this "Agreement") is made and entered into as of the
26th day of December,  2001 (the "Effective  Date"),  by and between MAIN STREET
TRUST,  INC.,  an  Illinois  corporation  ("Main  Street"),  and VAN A.  DUKEMAN
("Van").

                                    RECITALS

A.   Van is serving as the President and the Chief Executive  Officer ("CEO") of
     Main  Street  and  Chairman  and  CEO  of  its   wholly-owned   subsidiary,
     BankIllinois (the "Bank"), since the Effective Date.

B.   Main  Street  and Van have made  commitments  to each other on a variety of
     important issues concerning his employment,  including the performance that
     will be expected of him, the  compensation  that he will be paid,  how long
     and under what  circumstances  he will remain  employed,  and the financial
     details  relating to any decision that either Van or Main Street might ever
     make to terminate this Agreement.

C.   Main Street and Van  believe  that the  commitments  they have made to each
     other should be  memorialized  in writing,  and that is the purpose of this
     Agreement.

THEREFORE, Main Street and Van agree as follows:

                                   AGREEMENTS

1.   Term and Automatic Renewal. The term of this Agreement and Van's employment
     hereunder shall commence as of the Effective Date hereof and continue until
     December  31, 2002.  On January 1, 2003 and each January 1 thereafter  this
     Agreement and the term of Van's  employment  hereunder  will  automatically
     renew  for  one  (1)  additional  year  unless  this  Agreement  and  Van's
     employment  hereunder are  terminated in accordance  with the provisions of
     Section 4.

2.   Employment.  Main Street and Van each  confirm  that Van is employed as the
     President and the CEO of Main Street and Chairman and CEO of the Bank as of
     the Effective Date in accordance with the terms of this Agreement.

     (a)  Positions.  Subject to the terms of this  Agreement,  Main Street will
          continue to employ Van as the  President  and the CEO of Main  Street,
          and will cause the Bank to continue to employ Van as the  Chairman and
          CEO of the Bank.

     (b)  Duties.  Van's duties,  authority and  responsibilities  as the CEO of
          Main  Street and the Bank  include  and will  continue  to include all
          duties, authority and responsibilities customarily held by the highest
          ranking  officer  of  comparable  banks  and bank  holding  companies,
          subject always to the charter and bylaw provisions and the policies of
          Main  Street  and  the  directions  of its  board  of  directors  (the
          "Board"), and where applicable, of any of its subsidiaries.

     (c)  Care and Loyalty.  Van will devote his best efforts and full  business
          time, energy, skills and attention to the business and affairs of Main
          Street and the Bank,  and will  faithfully  and loyally  discharge his
          duties to Main Street and the Bank.

3.   Compensation.  Main Street will  compensate Van for his services as follows
     during the term of this Agreement and his employment hereunder:

     (a)  Base  Compensation.  Van will  receive  an annual  base  salary of two
          hundred and fifteen thousand dollars ($215,000) through March 1, 2002.
          Prior to March 1, 2002,  the Board will  review  Van's base  salary to
          determine  whether it should be maintained at its then existing  level
          or increased effective as of March 1, 2002.  Following the adjustment,
          if any,  made as of March 1, 2002,  the Board will  review  Van's base
          salary annually during the term of this Agreement to determine whether
          it should  be  maintained  at its then  existing  level or  increased;
          provided that Van's annual base salary after any such  adjustment will
          not be lower than his base salary for the immediately preceding year.

     (b)  Performance Bonus. Main Street will pay Van a performance bonus at the
          end of each year. Van and the Board will establish mutually acceptable
          performance criteria and will also establish the amount of the maximum
          bonus that Van will receive for each year if he meets the  performance
          criteria.  The maximum  bonus amount in any year will not be less than
          30% of Van's base salary for that year. Nothing in this Agreement will
          preclude the Board from  awarding Van an annual bonus in any year that
          exceeds the maximum bonus amount established for that year.
<PAGE>

     (c)  Profit  Sharing  Benefit.  Van will receive an annual  profit  sharing
          benefit that will range  between 8% and 15% of the combined  amount of
          his annual base salary and  performance  bonus.  The Board will decide
          the exact  amount of this  benefit  annually  within that range.  Main
          Street will  contribute  this benefit to Main  Street's  tax-qualified
          retirement  plans and/or its  nontax-qualified  deferred  compensation
          programs  for the account of Van. All such  benefit  payments  will be
          determined  and  governed  by the  terms  of the  particular  plan  or
          program.

     (d)  Car  Allowance.  Main  Street  will pay Van a car  allowance  of seven
          hundred dollars ($700) per month through March 1, 2002.  Commencing as
          of March 1, 2002,  the car allowance  will be subject to annual review
          by the Board and will be  maintained  or  increased as the Board deems
          appropriate.  Main Street will also insure Van's car at Main  Street's
          expense under Main Street's  general  corporate  automobile  insurance
          program.

     (e)  Club  Membership.  Main Street  expects Van to  entertain  clients and
          prospective clients of Main Street and the Bank at the country club to
          which he belongs,  and thus will reimburse  Van's dues for his country
          club  membership  in an amount not to exceed  three  hundred and fifty
          dollars ($350) per month through March 1, 2002. Commencing as of March
          1, 2002,  this allowance will be subject to annual review by the Board
          and may be maintained or increased as the Board deems appropriate.

     (f)  Reimbursement  of  Expenses.  Main Street will  reimburse  Van for all
          travel,   entertainment  and  other  out-of-pocket  expenses  that  he
          reasonably and  necessarily  incurs in the  performance of his duties.
          Van will  document  these  expenses to the extent  necessary to comply
          with all applicable laws and internal policies.

     (g)  Other  Benefits.  Van will be entitled to participate in all plans and
          benefits  that are now or later made  available  by Main Street to its
          senior executives generally.

     (h)  Vacations. Van will receive at least twenty (20) days of paid vacation
          annually, subject to Main Street's general vacation policy.

     (i)  Withholding.  Van  acknowledges  that Main  Street  may  withhold  any
          applicable  federal,  state or local  withholding  or other taxes from
          payments that become due to him.

     (j)  Allocations.  Van and  Main  Street  intend  that  Van  will be a dual
          employee of Main Street and one or more of its subsidiaries,  and that
          Van will be devoting  substantial time and attention to the affairs of
          the  subsidiaries,  including  the Bank in his  capacity as the Bank's
          Chairman and CEO.  Main Street may allocate to the Bank,  or any other
          of Main Street's  subsidiaries any portion of Van's salary, cash bonus
          and other  compensation  and benefits that Main Street and the Bank or
          any  other  of Main  Street's  subsidiaries  deem to be a  lawful  and
          appropriate  allocation,  but no such  allocation  will  relieve  Main
          Street of any of its obligations to Van under this Agreement.

4.   Term and Termination.

     (a)  Termination  Without  Cause.  Either Main Street or Van may  terminate
          this  Agreement  and  Van'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.
<PAGE>

     (b)  Termination  for Cause.  Main Street may terminate  this Agreement and
          Van's employment  hereunder for Cause by delivering  written notice of
          termination  to Van no less than thirty (30) days before the effective
          date of termination.  "Cause" for  termination  will exist if: (i) Van
          engages  in one or  more  unsafe  and  unsound  banking  practices  or
          violations of a law,  regulation  or written  policy of Main Street or
          any of its  subsidiaries,  which  individually  or  together  have  or
          threaten  to have a  material  and  adverse  effect  on the  financial
          condition  of Main  Street  taken as a whole;  (ii) Van  engages  in a
          deliberate  act of dishonesty  involving the affairs of Main Street or
          any of its subsidiaries or commits a wilful and material  violation of
          his fiduciary duties to Main Street or any of its subsidiaries;  (iii)
          Van 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; or (iv) Van commits a material  breach of his obligations
          under this  Agreement  and fails to cure the breach within thirty (30)
          days after Main Street  gives Van written  notice of the breach.  Main
          Street  will  specify  the factual and legal basis for its belief that
          Cause for termination  exists in the notice of termination.  If Van so
          requests,  Main Street will provide Van with a reasonable  opportunity
          prior to the effective  date of  termination  to cure any  correctable
          violation  of law,  regulation,  policy or duty that Main  Street  has
          specified in the notice of termination, and to appear before the Board
          and any  applicable  governmental  authority to dispute any facts that
          are alleged to constitute Cause for termination.

     (c)  Constructive Discharge. If Van is ever Constructively  Discharged,  he
          may  terminate  this   Agreement  and  his  employment   hereunder  by
          delivering  written  notice to Main  Street no later than  thirty (30)
          days  before  the  effective   date  of   termination.   "Constructive
          Discharge"  means the  occurrence of any one or more of the following:
          (i) Van is not reelected to or is removed as CEO of Main Street or the
          Bank;  or (ii) Main Street  fails to vest Van with or removes from him
          the  duties,   responsibilities,   authority  or  resources   that  he
          reasonably needs to competently  perform his duties as the CEO of Main
          Street and the Bank;  or (iii) Main Street  notifies  Van  pursuant to
          Section  4(a)  that it is  terminating  this  Agreement;  or (iv) Main
          Street  changes the primary  location of Van's  employment  to a place
          that is more than fifty (50) miles from  Champaign,  Illinois;  or (v)
          Main Street  otherwise  commits a material  breach of its  obligations
          under this  Agreement  and fails to cure the breach within thirty (30)
          days after Van gives Main Street written notice of the breach.

     (d)  Termination  upon Change of Control.  Van may terminate this Agreement
          and his employment  hereunder for any reason within one (1) year after
          a Change of Control occurs by delivering written notice of termination
          to Main Street or its  successor  no less than thirty (30) days before
          the effective  date of  termination.  After one (1) year following the
          Change of Control, Van may terminate this Agreement and his employment
          hereunder only in accordance with Section 4(a) or (c).

          (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 33% or more of the  combined
               voting power of the then outstanding voting securities; or b) the
               individuals  who were members of the Board on the Effective  Date
               (the "Current Board  Members") cease for any reason to constitute
               a majority of the Board of Main Street or its successor; however,
               if the  election  or  the  nomination  for  election  of any  new
               director of Main Street or its successor is 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)  Main  Street's
               stockholders approve (1) a merger or consolidation of Main Street
               or the  Bank  and the  stockholders  of Main  Street  immediately
               before such merger or  consolidation  do not, as a result of such
               merger or consolidation,  own, directly or indirectly,  more than
               67% 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 Main  Street  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 Main Street or the Bank.
<PAGE>

          (ii) Notwithstanding  and in lieu of  Section  4(d)(i),  a  Change  of
               Control will not be deemed to have  occurred:  a) solely  because
               33% or more of the combined voting power of the then  outstanding
               voting securities of Main Street are acquired by (1) a trustee or
               other  fiduciary  holding  securities  under one or more employee
               benefit  plans  maintained  for  employees  of Main Street or the
               Bank,  or (2) any  person  pursuant  to the  will or trust of any
               existing  stockholder  of Main Street,  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;  or b)
               if Van agrees in writing to waive a particular  Change of Control
               for the purposes of this Agreement.

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

     (f)  Termination  upon Death.  This  Agreement  will  terminate if Van dies
          during the term of this Agreement, effective on the date of his death.
          Any payments  that are owing to Van under this  Agreement or otherwise
          at the time of his death will be made to whomever Van may designate in
          writing  as his  beneficiary,  or absent  such a  designation,  to the
          executor or administrator of his estate.

     (g)  Severance Benefits.  Main Street will pay severance benefits to Van as
          follows:

          (i)  If this Agreement and Van's  employment  hereunder are terminated
               by Main Street  without  Cause  pursuant to Section  4(a),  or by
               reason of Van's Constructive  Discharge pursuant to Section 4(c),
               or due to Van's  disability or death  pursuant to Section 4(e) or
               4(f),  Main Street will pay Van an amount equal to the sum of his
               then applicable  annual base salary,  plus the amount of the most
               recent performance bonus that Main Street awarded to Van pursuant
               to Section 3(b) (collectively,  the "Severance Payment").  If the
               effective date of  termination  occurs before the last day of the
               then current term,  the  Severance  Payment will also include the
               value of the  contributions  that  would have been made to Van or
               for  his  benefit  under  all  applicable  retirement  and  other
               employee  benefit plans had he remained in Main  Street's  employ
               through the last day of the then current  term.  Main Street will
               also continue to provide Van and his  dependents,  at the expense
               of Main Street, with continuing coverage under all existing life,
               health  and  disability  programs  for a  period  of one (1) year
               following the effective date of termination.  In addition, if Van
               is  terminated  without  Cause  pursuant to Section  4(a),  or by
               reason of Van's Constructive  Discharge pursuant to Section 4(e),
               or due to Van's  disability or death  pursuant to Section 4(e) or
               4(f), within the eighteen (18) month period immediately preceding
               a Change of Control, then upon the Change of Control, Main Street
               or its successor will pay Van the  difference  between the amount
               paid pursuant to this Section  4(g)(i) and the amount which would
               have been paid pursuant to Section  4(g)(ii) had Van's employment
               not earlier terminated.

          (ii) If within  one (1) year  after a Change of  Control  occurs  this
               Agreement and Van's  employment  hereunder are  terminated by Van
               pursuant  to Section  4(a),  (c) or (d),  or this  Agreement  and
               Greg's employment  hereunder are terminated by Main Street 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
               Main Street or its successor  will pay Van an amount equal to the
               greater of nine hundred thousand dollars  ($900,000) or three (3)
               times the Severance  Payment.  In this event,  Main Street or its
               successor  will also continue to provide Van and his  dependents,
               at the expense of Main Street or its successor,  with  continuing
               coverage under all existing life, health and disability  programs
               for a period of three (3) years  following the effective  date of
               termination.
<PAGE>

          (iii)All payments  that become due to Van under this Section 4(g) will
               be made in equal monthly  installments  unless Main Street elects
               to make those  payments in one (1) lump sum.  Main Street will be
               obligated to make all payments  that become due to Van under this
               Section 4(g) whether or not he obtains other employment following
               termination or takes steps to mitigate any damages that he 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 Van or his account as of the  effective
               date of termination.

          (iv) If it is determined,  in the opinion of Main Street's independent
               accountants,  in consultation,  if necessary,  with Main Street's
               independent legal counsel, that any payment under this Agreement,
               either  separately  or in  conjunction  with any other  payments,
               benefits and entitlements  received by Van hereunder or under any
               other plan or agreement under which Van  participates or to which
               he is a party,  would  constitute an "Excess  Parachute  Payment"
               within the meaning of Section 280G of the  Internal  Revenue Code
               of 1986, as amended (the  "Code"),  and thereby be subject to the
               excise  tax  imposed  by  Section  4999 of the Code (the  "Excise
               Tax"),  then in such  event Main  Street,  or its  successor,  as
               applicable,  shall pay to Van a "grossing-up" amount equal to the
               amount of such Excise Tax,  plus all federal and state  income or
               other  taxes with  respect  to the  payment of the amount of such
               Excise  Tax,  including  all such taxes with  respect to any such
               grossing-up  amount.  If, at a later date,  the Internal  Revenue
               Service  assesses  a  deficiency  against  Van for the Excise Tax
               which is greater than that which was  determined at the time such
               amounts  were paid,  then Main Street shall pay to Van the amount
               of such unreimbursed Excise Tax plus any interest,  penalties and
               reasonable  professional  fees or  expenses  incurred by Van as a
               result of such assessment,  including all such taxes with respect
               to any such  additional  amount.  The highest  marginal  tax rate
               applicable  to  individuals  at the time of the  payment  of such
               amounts will be used for purposes of determining  the federal and
               state  income and other taxes with respect  thereto.  Main Street
               shall  withhold  from any amounts paid under this  Agreement  the
               amount of any Excise Tax or other  federal,  state or local taxes
               then required to be withheld.  Computations  of the amount of any
               grossing-up    supplemental    compensation   paid   under   this
               subparagraph   shall  be  conclusively   made  by  Main  Street's
               independent accountants, in consultation,  if necessary, with the
               Employer's  independent legal counsel. If, after Van receives any
               gross-up  payments or other amount pursuant to this  subparagraph
               (iv), Van receives any refund with respect to the Excise Tax, Van
               shall  promptly pay Main Street the amount of such refund  within
               ten (10) days of receipt by Van.

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

5.   Confidentiality.  Van  acknowledges  that the nature of his employment will
     require that he produce and have access to records, data, trade secrets and
     information  that are not available to the public regarding Main Street and
     its subsidiaries and affiliates ("Confidential Information"). Van will hold
     in  confidence  and not directly or  indirectly  disclose any  Confidential
     Information to third parties unless disclosure becomes reasonably necessary
     in  connection  with  Van's  performance  of his duties  hereunder,  or the
     Confidential  Information  lawfully  becomes  available  to the public from
     other  sources,  or he is  authorized in writing by Main Street to disclose
     it,  or he 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 Main Street's business that Van prepares or uses
     will always be the sole property of Main Street.  Van will promptly  return
     all  originals  and  copies  of such  Confidential  Information  and  other
     records,  files,  documents  and  other  materials  to Main  Street  if his
     employment with Main Street is terminated for any reason.
<PAGE>

6.   Non-Competition Covenant.

     (a)  Restrictive  Covenant.  Main Street and Van have jointly  reviewed the
          customer  lists and  operations  of Main  Street  and agree  that Main
          Street's  primary service area for its lending and deposit  activities
          encompasses  a fifty (50) mile radius from Main  Street's main office.
          Van agrees that, for a period of one (1) year after the termination of
          this  Agreement,  he will not,  without Main  Street's  prior  written
          consent,  directly or  indirectly  Compete with Main  Street.  For the
          purposes of Section 6(a):

          (i)  "Compete"   means  directly  or  indirectly   owning,   managing,
               operating or controlling a Competitor,  or directly or indirectly
               serving as an employee, officer or director of or a consultant to
               a Competitor,  or soliciting or inducing any employee or agent of
               Main Street to terminate  employment  with Main Street and become
               employed by a Competitor.

          (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  (a  "Financial   Institution")  that  is  physically
               located and  conducts  substantial  lending  and  deposit  taking
               activities  within a fifty (50) mile radius of Main Street's main
               office.

     (b)  Successors.  In the event that a successor  to Main Street or the Bank
          succeeds to or assumes Main Street's rights and obligations under this
          Agreement, Section 6(a) will apply only to the primary service area of
          Main  Street  as it  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 Van from directly
          or  indirectly  owning  or  acquiring  any  capital  stock or  similar
          securities  that are listed on a securities  exchange or quoted on the
          National  Association of Securities Dealers Automated Quotation System
          and do not represent more than 5% of the outstanding  capital stock of
          any Financial Institution.

     (d)  Injunctive Relief. Van agrees that a violation of this Section 6 would
          result in direct,  immediate and irreparable harm to Main Street,  and
          in such event, agrees that Main Street, in addition to its other right
          and  remedies,  would be entitled to injunctive  relief  enforcing the
          terms and provisions of this Section 6.

7.   Indemnity; Other Protections.

     (a)  Indemnification.  Main Street will indemnify Van (and, upon his death,
          his  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 him in
          connection with or arising out of any pending, threatened or completed
          action,  suit or proceeding in which he may become  involved by reason
          of his having been an officer or director of Main Street or any of its
          subsidiaries.  The indemnification  rights provided for herein are not
          exclusive and will supplement any rights to  indemnification  that Van
          may have  under any  applicable  bylaw or  charter  provision  of Main
          Street or any of its subsidiaries, or any resolution of Main Street or
          any of its subsidiaries, or any applicable statute.

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

     (c)  Litigation.  Unless  precluded by an actual or  potential  conflict of
          interest,  Main Street will have the right to recommend counsel to Van
          to represent him in connection  with any claim covered by this Section
          7. Further, Van's choice of counsel, his decision to contest or settle
          any such claim, and the terms and amount of the settlement of any such
          claim will be subject to Main Street's prior written approval.

8.   General Provisions.

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

     (b)  Entire  Agreement;  Survival.  This Agreement  constitutes  the entire
          agreement  between Van and Main Street  concerning  the subject matter
          hereof,   and   supersedes  all  prior   negotiations,   undertakings,
          agreements and arrangements  with respect thereto,  whether written or
          oral.  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.  This Agreement may not be amended or
          modified except by a writing signed by Van and Main Street, and except
          for the employment  obligations set forth in Section 2, all rights and
          obligations  of Van  and  Main  Street  hereunder  shall  survive  the
          termination of this Agreement.

     (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. With regard to each and every term
          and  condition  of this  Agreement  and any  and  all  agreements  and
          instruments subject to the terms hereof, the parties to this Agreement
          understand  and  agree  that  the  same  have  and has  been  mutually
          negotiated,  prepared and drafted, and that if at any time the parties
          hereto  desire or are  required to interpret or construe any such term
          or  condition  or any  agreement  or  instrument  subject  hereto,  no
          consideration  shall  be given  to the  issue  of which  party to this
          Agreement  actually  prepared,   drafted  or  requested  any  term  or
          condition of this  Agreement or any  agreement or  instrument  subject
          hereto.

     (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 Van within fifty (50) miles from
          Champaign,  Illinois,  in  accordance  with the rules of the  American
          Arbitration Association.

     (e)  Legal Fees. All  reasonable  legal fees paid or incurred in connection
          with any  dispute  or  question  of  interpretation  relating  to this
          Agreement  shall be paid to the party who is  successful on the merits
          by the other party.

     (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 Main Street,  addressed to the
          principal headquarters of Main Street,  attention:  Roy V. VanBuskirk,
          with a copy  sent to each  member  of the  Board at  his/her  business
          address; or, if to Van, to the address set forth below Van's signature
          on this  Agreement,  or to  such  other  address  as the  party  to be
          notified shall have given to the other.

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

MAIN STREET TRUST, INC.                                 VAN A. DUKEMAN

/s/ Gregory B. Lykins                                   /s/ Van A. Dukeman
------------------------------------                    ------------------------
Gregory B. Lykins                                       Van A. Dukeman