Exhibit 4.2

                                     FORM OF
                           SECOND AMENDED AND RESTATED
                             SHAREHOLDERS' AGREEMENT

         THIS SECOND AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this
"AGREEMENT"), is made and entered into as of November 1, 2000, among AUGUST C.
MEYER, JR., individually ("CM"), the CM TRUSTS (as defined in Section 2(b)(i)
below), DAVID J. DOWNEY ("DD"), GEORGE T. SHAPLAND ("GS"), GREGORY B. LYKINS
("GL") and VAN A. DUKEMAN ("VD").

                                    RECITALS

         A. CM, the CM Trusts, DD, GS, GL and VD are parties to that certain
Shareholders' Agreement dated as of October 27, 1993, as amended by that certain
First Amendment to Shareholders' Agreement dated as of January 6, 1994, as
further amended by that certain Second Amendment to Shareholders' Agreement
dated as of July 30, 1994, and as further amended by that certain Amended and
Restated Shareholders' Agreement dated as of December 13, 1994 (collectively,
the "ORIGINAL SHAREHOLDERS' AGREEMENT"), relating to the shares of Main Street
Trust, Inc., an Illinois corporation and the successor to BankIllinois Financial
Co., Central Illinois Financial Co. and BankIllinois Financial Corporation
("MAIN STREET"), and the ownership and management of Main Street.

         B. CM, the CM Trusts, DD, GS, GL and VD now desire to amend the
Original Shareholders' Agreement to change their rights and responsibilities to
each other under the Original Shareholder's Agreement in light of the changes in
Main Street since the last amendment of the Original Shareholders' Agreement.

         NOW, THEREFORE, in consideration of the foregoing recitals (which
recitals are hereby incorporated herein by this reference) and of the mutual
covenants hereinafter contained, and for other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   AGREEMENTS

         SECTION 1. DEFINITIONS. In addition to those terms defined throughout
this Agreement, the following terms, when used herein, shall have the following
meanings.

              (a) "AFFILIATE" shall mean, (i) as regards any individual or
entity (the "FIRST PERSON"), any entity (the "SECOND PERSON"), directly or
indirectly, (A) controlled and, directly or indirectly, more than fifty (50%)
owned by the First Person, (B) if the First Person is an entity, controlling
and, directly or indirectly, owning more than fifty percent (50%) of the First
Person, or (C) if the First Person is an entity, controlled and, directly or
indirectly, more than fifty percent (50%) owned by an individual or entity which
controls and, directly or indirectly, owns more than fifty percent (50%) of the
First Person, and (ii) as regards any First Person who is an individual, any
members of the Immediate Family (as defined below) of such individual and any
trusts established exclusively for the benefit of such individual and/or any
such


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immediate family members. If the First Person is an individual, any ownership
and/or control of the Second Person by family members and/or trusts who are
Affiliates of such First Person pursuant to clause (ii) above shall be
attributed to, and deemed exercised and owned by, such First Person. If the
First Person is the successor to a Shareholder by reason of the death of such
Shareholder, any person who was an Affiliate of the decedent Shareholder shall
be deemed to be an Affiliate of such First Person.

              (b) "BFP SALE" shall mean a sale of Available Shares to a bona
fide purchaser for value (a "BFP") pursuant to a written offer made by a BFP to
a Selling Party to purchase Available Shares from a Selling Party in an arms'
length transaction for a specific cash price payable on the date of sale.

              (c) "BFP SALE PRICE" shall mean the specific cash price at which a
BFP agrees to purchase Available Shares from a Selling Party pursuant to a BFP
Sale.

              (d) "BOARD" shall mean the Board of Directors of Main Street.

              (e) "BOOK VALUE" shall mean, with respect to any given number of
shares of capital stock of a corporation as of any date, the quotient of the
total stockholders' equity of the corporation based on the corporation's
Financial Statements, divided by the total number of shares of issued and
outstanding capital stock of such corporation, adjusted as necessary to take
into account any different classes or types of capital stock or any shares
issued, redeemed or repurchased by the corporation since the date as of which
the Financial Statements were prepared.

              (f) "FINANCIAL STATEMENTS" shall mean, with respect to any
corporation as of any date, the most recent consolidated financial statements
contained in the most recent periodic report filed by the corporation with the
Securities and Exchange Commission, or if none, the most recent consolidated
financial statements filed by such corporation with the Board of Governors of
the Federal Reserve System or any successor regulator of bank holding companies.

              (g) "IMMEDIATE FAMILY" of an individual shall mean such
individual's spouse and his lineal ancestors and descendants.

              (h) "INVOLUNTARY TRANSFER" of Shares of Main Street shall mean and
include disposition upon death, whether by will or upon intestacy; distribution
by any trust to any beneficiary thereof upon the death or incapacity of the
settlor pursuant to the requirements of the governing instrument or of law in
connection with the liquidation or settlement of any such trust; disposition
pursuant to any judgment, execution, levy, seizure, attachment, or other similar
legal process; transfer to any receiver, trustee in bankruptcy, assignee for the
benefit of creditors, or other similar party; distribution pursuant to an
involuntary liquidation; and any other transfer that is not a Voluntary
Transfer.



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              (i) "NON-MARKET SALE" shall mean a sale of shares of stock
(including, without limitation, Available Shares) in a transaction other than an
Open Market Sale.

              (j) "OPEN MARKET SALE" shall mean a sale of shares of stock
(including, without limitation, Available Shares) in a "brokers' transaction"
within the meaning of Section 4(u) of the Securities Act of 1933, as amended, or
in a transaction directly with a "market maker," as that term is defined in
Section 3(a)(38) of the Securities Exchange Act of 1934, as amended, effected on
a national securities exchange or a national automated quotation system.

              (k) "OPEN MARKET SALE PRICE" shall mean, as of any date, the
average closing price of the shares of stock in question on the national
securities exchange or a national automated quotation system through which the
Open Market Sales of such shares are effected during the five (5) trading days
preceding such date.

              (l) "PARTY SHAREHOLDERS" shall mean, collectively and
individually, the following: (i) DD; (ii) GS; (iii) GL; (iv) VD; (v) CM or, upon
CM's death, the holder of the plurality of the Shares that, prior to CM's death,
were held by CM and the CM Trusts, PROVIDED, HOWEVER, that if such holder is an
entity other than a natural person, such entity may designate a representative
to act in its place for any purposes under this Agreement that require a natural
person to act as Party Shareholder; and (vi) such other individuals as may
hereafter become a party to this Agreement and, with the unanimous consent of
the other Party Shareholders at such time, be designated as a Party Shareholder.

              (m) "PRO RATA" shall mean, in reference to the Party Shareholders
or any relevant group thereof, a basis of division or allocation between or
among them in the same proportions that the number of Shares owned by each of
the relevant Party Shareholders and its Affiliates bears to the total number of
Shares subject to such allocation or division.

              (n) "SALE TRANSACTION" shall mean a sale of substantially all of
the assets of Main Street or a sale of control of Main Street to a person or
entity that is not an Affiliate of Main Street, whether by merger,
consolidation, a sale of Shares or other similar means. For purposes of this
subsection, control of Main Street shall mean the direct or indirect ownership
of more than fifty percent (50%) of the Shares.

              (o) "SHAREHOLDER" shall mean any shareholder of record of Main
Street.

              (p) "SHARES OF MAIN STREET" or "SHARES" shall mean any and all
shares of the capital stock of Main Street, of whatever class, whether voting or
non-voting, now or hereafter issued and outstanding, and whether now owned or
hereafter acquired by any Shareholder, including, without limitation, treasury
shares reissued and shares issued or created in connection with the exercise of
any stock option, stock split or other capital readjustment; PROVIDED, HOWEVER,
that notwithstanding anything to the contrary contained in this Agreement, none
of the Shares issued in connection with any stock dividend declared by Main
Street which does not increase the total number of Shares by more than fifteen



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percent (15%) shall be subject to this Agreement. Shares of Main Street's stock
of any class held in Main Street's treasury shall not be deemed outstanding.

              (q) "SUBJECT SHAREHOLDER" shall mean any Shareholder who is a
party to or bound by this Agreement, whether or not a Party Shareholder.

              (r) "VOLUNTARY TRANSFER" of Shares of Main Street shall mean and
include any sale, assignment, transfer, gift, pledge, encumbrance,
hypothecation, grant of security interest, distribution pursuant to a voluntary
liquidation, or other voluntary disposition or alienation, direct or indirect,
of any Share or any legal, equitable or beneficial interest of a Shareholder in
a Share.

         SECTION 2. REPRESENTATIONS AND WARRANTIES.

              (a) GENERAL. Each of the parties hereto represents and warrants to
the other parties hereto that: (i) such representing party has full power,
authority and legal capacity to execute and deliver this Agreement and to
perform his obligations hereunder, in each capacity (individually, as trustee or
otherwise) in which such representing party is executing this Agreement; and
(ii) no consent, approval or other authorization of, notice to or registration
with any governmental authority, or other person or entity, is required in
connection with the execution, delivery and performance of this Agreement, which
has not been obtained, given or made.

              (b) OWNERSHIP OF SHARES. Each Party Shareholder warrants and
represents to the other Party Shareholders as follows:

                   (i) CM OWNERSHIP. CM represents and warrants to the other
parties hereto that: (w) CM is the true and lawful owner, beneficially and of
record, of [_______] Shares; (x) the estate of August C. Meyer, Sr., of which CM
is executor, is the true and lawful owner, beneficially and of record, of
[________] Shares; (y) the August C. Meyer Revocable Trust, of which CM is
successor trustee, is the true and lawful owner, beneficially and of record, of
[_________] Shares; and (z) the August C. Meyer, Jr., Revocable Trust, of which
CM is trustee, is the true and lawful owner, beneficially and of record, of
[_______] Shares (the parties identified in clauses (x) through (z) being
referred to herein collectively as the "CM TRUSTS").

                   (ii) DD OWNERSHIP. DD represents and warrants to the other
parties hereto that he is the true and lawful owner, beneficially and of record,
of [_______] Shares.

                   (iii) GS OWNERSHIP. GS represents and warrants to the other
parties hereto that he is the true and lawful owner, beneficially and of record,
of [_______] Shares.

                   (iv) GL OWNERSHIP. GL represents and warrants to the other
parties hereto that he is the true and lawful owner, beneficially and of record,
of [_______] Shares, and that he has vested options to acquire [_______]
additional Shares and unvested options to acquire [_______] additional Shares.


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                   (v) VD OWNERSHIP. VD represents and warrants to the other
parties hereto that he is the true and lawful owner, beneficially and of record,
of [_______] Shares, and that he has vested options to acquire [_______]
additional Shares and unvested options to acquire [_______] additional Shares.

         SECTION 3. RESTRICTIONS UPON ALIENATION.

              (a) GENERAL RESTRICTION. No Subject Shareholder shall make any
Voluntary Transfer of any or all of such Subject Shareholder's Shares at any
time, nor shall any Involuntary Transfer of any or all of such Subject
Shareholder's Shares be made, permitted or suffered, without the prior unanimous
written consent of all Party Shareholders, except as otherwise expressly
provided and permitted herein.

              (b) LEGEND ON CERTIFICATES. In addition to any other legends
required by agreement or by law, each certificate representing one or more
Shares of Main Street owned by any Subject Shareholder or its successors,
transferees or assigns (and any Shares issued or created in connection with any
stock dividend or stock split insofar as it affects such Shares) shall be
endorsed with the following legend:

              "The shares represented by this certificate are subject to certain
         restrictions upon the transfer thereof, to certain rights and options,
         and to certain other agreements, all as more fully set forth in a
         certain Second Amended and Restated Shareholders' Agreement dated as of
         November 1, 2000, among certain Shareholders which is available for
         inspection at the registered office of Main Street Trust, Inc."

              (c) PROHIBITED TRANSFERS. Any purported transfer made in violation
of the provisions of SECTION 3(a) above shall be absolutely null and void and
shall confer no rights whatsoever on the purported transferee as against Main
Street or any other Shareholder(s). To the extent that, notwithstanding the
foregoing, any such purported transfer shall be recognized as valid by a court
of competent jurisdiction, any one or more of the Party Shareholders shall have
the absolute right to purchase from the purported transferee (on a Pro Rata
basis, if such right is exercised by more than one Party Shareholder) all Shares
purported to have been transferred to such transferee, for a cash purchase price
equal to fifty percent (50%) of their Book Value as of the date of the purported
transfer, which right may be exercised by giving written notice to the purported
transferee within thirty (30) days after such recognition of validity. In the
event such right is exercised in accordance herewith, the purported transferee
shall sell the Shares to the exercising Party Shareholder(s) at a closing(s) to
occur ten (10) days after the expiration of such thirty (30) day notice period,
free and clear of all liens, other than any liens imposed hereunder.

              (d) CERTAIN PERMITTED TRANSFERS. Notwithstanding any provision of
this Agreement to the contrary, the transfer restriction set forth herein shall
not apply to: (i) any Voluntary Transfer of any or all of the Shares of a
Subject Shareholder made in compliance with Section 3(e), (f), (g) or (h); or
(ii) any Involuntary Transfer of any or all of the Shares of a Subject
Shareholder occurring due to the death of the Subject Shareholder, whether by
trust,



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will, upon intestacy or otherwise. In the case of any such permitted transfer,
the transferees, and each of them, shall receive and hold the Shares so
transferred to them subject and subordinate to all of the terms of this
Agreement, including, without limitation, the transfer restrictions contained in
this Section.

              (e) TRANSFER TO PARTY SHAREHOLDERS. The transfer restrictions set
forth herein shall not apply to the transfer by any Subject Shareholder of all
or any part of his Shares to any Party Shareholder at any time, PROVIDED,
HOWEVER, that the selling Subject Shareholder and the purchasing Party
Shareholder shall give at least five (5) business day's advance written notice
of such transfer to the other Party Shareholders, setting forth the price and
all terms of such transfer (the "TRANSFER NOTICE"), and each such other Party
Shareholder may elect, by giving written notice to the purchasing Party
Shareholder and the selling Subject Shareholder within five (5) business days
after receipt of the Transfer Notice, to acquire, on a Pro Rata basis with the
purchasing Party Shareholder and all other electing Party Shareholders, a
portion of the Shares of the selling Subject Shareholder referred to in the
Transfer Notice at the same price and on the same terms as the purchasing Party
Shareholder, as set forth in the Transfer Notice. If any such other Party
Shareholder makes a timely election pursuant to the preceding sentence, then the
selling Subject Shareholder shall sell to the electing Party Shareholder and the
electing Party Shareholder shall purchase the electing Party Shareholder's Pro
Rata portion of the Shares to be transferred, at the price and on the terms as
the purchasing Party Shareholder, as set forth in the Transfer Notice.

              (f) FAMILY TRANSFERS. The transfer restrictions set forth herein
shall not apply to any transfer of Shares by a Subject Shareholder to any member
of such Subject Shareholder's Immediate Family, or to any trust established
exclusively for the benefit of one or more of such Immediate Family members on
the condition that each such transferee agrees to be bound by the terms and
conditions of this Agreement as a Subject Shareholder. A permitted transferee
under this subsection shall have the same rights and obligations, and shall be
subject to the same restrictions as the transferor.

              (g) PLEDGES. Pledges, collateral assignments or other encumbrance
of Shares for collateral purposes or to secure any obligation shall be permitted
only in accordance with the express provisions of this Agreement.

              (h) THIRD PARTY SALES. The transfer restrictions set forth herein
shall not apply to a BFP Sale or an Open Market Sale effected in accordance with
the provisions of SECTION 4 hereof.

         SECTION 4. SALES TO AND PURCHASES FROM THIRD PARTIES.

              (a) RIGHT OF FIRST REFUSAL. Any Party Shareholder may sell any of
his Shares that he desires to sell (the "AVAILABLE SHARES") in an Open Market
Sale or a BFP Sale, PROVIDED that the selling Party Shareholder gives at least
five (5) business days' prior written notice of the Open Market Sale or the BFP
Sale to the other Party Shareholders and in such notice offers them the
opportunity to purchase the Available Shares in accordance with this Section
(the "THIRD PARTY SALE NOTICE"). Each other Party Shareholders shall have the
right



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to elect in writing, within two (2) business days (the "ELECTION PERIOD") after
receipt of the Third Party Sale Notice (an "ELECTING SHAREHOLDER"), to purchase
the Available Shares for the Open Market Sale Price or the BFP Sale Price, as
the case may be. If more than one other Party Shareholder becomes an Electing
Shareholder, the Available Shares to be purchased by the Electing Shareholders
shall be allocated among the Electing Shareholders on a Pro Rata basis. The
closing of the sale of the Available Shares to any Electing Shareholder shall
occur within ten (10) business days of the date the Selling Party sends the
Third Party Sale Notice to the other Party Shareholders, which time period shall
be extended for such period of time, if any, during which any regulatory
approvals necessary to effect the sale of Available Shares to an Electing
Shareholder are being sought in good faith. At closing, each Electing
Shareholder shall pay his Pro Rata share of the Open Market Sale Price or the
BFP Sale Price (as the case may be) to the Selling Party in cash or certified
funds, and the Selling Party shall contemporaneously deliver the stock
certificate(s) evidencing the Available Shares to the respective Electing
Shareholders endorsed in blank and free and clear of all liens, claims and
encumbrances. If no Party Shareholder becomes an Electing Shareholder, the
Selling Party may, within sixty (60) days after the expiration of the Election
Period, sell the Available Shares in a BFP Sale or an Open Market Sale at or
above the Open Market Sale Price or the BFP Sale Price (as the case may be). Any
Available Shares that are sold in a BFP Sale or an Open Market Sale in
accordance with this Section shall cease to be subject to this Agreement. The
Party Shareholders agree to take such steps as the Selling Party may request to
cause the legend referred to in SECTION 3(b) to be removed from the stock
certificates evidencing the Available Shares, or to cause replacement
certificates to be issued without such legend.

              (b) TAG ALONG RIGHTS. In the event that any Party Shareholder (the
"PURCHASING SHAREHOLDER") purchases any Shares (the "PURCHASE SHARES") from any
person or entity in an Open Market Sale, a BFP Sale or any other Non-Market
Sale, the Purchasing Shareholder shall promptly give written notice (the "TAG
ALONG NOTICE") to that effect to each of the other Party Shareholders, which
notice shall include the price and all of the other terms of the purchase (the
"PURCHASE TERMS"). Each of the other Party Shareholders shall have the right to
elect in writing, within ten (10) business days after receipt of the Tag Along
Notice (a "TAG ALONG SHAREHOLDER") to participate with the Purchasing
Shareholder in such purchase. Shares shall be allocated among the Purchasing
Shareholder and the Tag Along Shareholder(s) on a Pro Rata basis, and each Tag
Along Shareholder shall purchase his Pro Rata share of the Purchase Shares from
the Purchasing Shareholder at the price and on the other Purchase Terms set
forth in the Tag Along Notice. The closing of the sale of the Purchase Shares to
the Tag Along Shareholder(s) shall take place within twenty (20) business days
after the Purchasing Party sends the Tag Along Notice to the other Party
Shareholders, which time period shall be extended for such period of time, if
any, during which any regulatory approvals necessary to effect the sale of the
Purchase Shares to the Tag Along Shareholder(s) are being sought in good faith.

         SECTION 5. PLEDGE OF SHARES. Any Subject Shareholder may pledge his
Shares to any reputable lender to secure such Subject Shareholder's obligation
to repay any loan, subject to the following requirements:



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              (a) NOTICE OF PLEDGE. The pledging Subject Shareholder shall give
each Party Shareholder at least ten (10) days' advance written notice of such
pledge, which notice shall be accompanied by complete and accurate copies of a
pledge agreement and any other documentation governing such pledge
(collectively, the "PLEDGE AGREEMENT"), which Pledge Agreement shall be
reasonably acceptable to the other Party Shareholders in form and content.

              (b) PLEDGE AGREEMENT PROVISIONS. The Pledge Agreement shall
provide that: (i) in the event of any default by the pledgor, the pledgee shall
give notice thereof to the pledgor and each Party Shareholder; (ii) the pledgor
shall have a period of not less than thirty (30) days following his receipt of
such notice in which to cure such default, before the pledgee may exercise any
rights as to the pledged Shares; (iii) the pledgee's sole right with respect to
the pledged Shares in the event of such an uncured default shall be to require
the Party Shareholders other than the pledgor to purchase the pledged Shares at
Book Value on a Pro Rata basis; and (iv) in the event of such an uncured
default, the Party Shareholders other than the pledgor may require the pledgee
to sell the pledged Shares at Book Value to one or more of such Party
Shareholders.

              (c) RIGHT TO REDEEM PLEDGED SHARES. Provided that a Pledge
Agreement and the pledgor thereunder comply with all of the applicable
requirements of this Section, the pledgor shall have the right to redeem any
pledged Shares purchased from the pledgee by any other Party Shareholder for a
cash redemption price equal to the sum of: (i) the purchase price paid to the
pledgee for such pledged Shares, plus (ii) all reasonable costs and expenses
(including, without limitation, reasonable attorneys' fees) paid or incurred by
such other Party Shareholder in connection with the purchase of the pledged
Shares from the pledgee. The foregoing right to redeem may be exercised only by
giving written notice thereof to each affected Party Shareholder within thirty
(30) days after such Party Shareholder's purchase of pledged Shares, and any
redemption shall occur within ten (10) days after such notice is received.

         SECTION 6. SURRENDER OF SHARES. Upon the exercise of any right to
purchase or sell any Shares under this Agreement and upon payment in full for
such Shares, such Shares shall be deemed immediately surrendered to the
purchaser, and the seller thereof shall cease to have any rights as a
Shareholder or otherwise with respect to, or any rights in or to, such Shares.
The selling Shareholder shall endorse and deliver to or as directed by the
purchaser the certificates evidencing such Shares and shall notify Main Street
of such transfer. All Shares so transferred shall be promptly presented to Main
Street for transfer into the name of the purchaser.

         SECTION 7. TERM.

              (a) IN GENERAL. Subject to SECTION 7(b) below, this Agreement
shall terminate upon the first of the following events to occur:

                   (i) On October 27, 2008;

                   (ii) Upon the dissolution or liquidation of Main Street;



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                   (iii) Upon the consummation of any Sale Transaction; or

                   (iv) Upon unanimous written agreement of the Party
Shareholders.

              (b) SURVIVAL. The termination of this Agreement shall not impair
or affect any rights that have been exercised or obligations that have accrued
prior to such termination.

         SECTION 8. PROXY FOR SALE TRANSACTIONS. In the event that the Board
approves any Sale Transaction during the term of this Agreement in accordance
with the applicable provisions of the articles of incorporation and bylaws of
Main Street, and if the members of the Board voting to approve such Sale
Transaction include a majority of the Party Shareholders, then each Subject
Shareholder shall, promptly upon receipt of a written request from the Board or
any other Party Shareholder, deliver to the Chief Executive Officer of the
Company or such other officer of the Company as may be designated by the Board a
written irrevocable proxy authorizing and directing such person to vote the
Shares of such Subject Shareholder in favor of such Sale Transaction.

         SECTION 9. GENERAL PROVISIONS.

              (a) BINDING EFFECT; SURVIVAL; ASSIGNABILITY. Subject to the
limitations provided herein, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, transferees, successors,
and assigns (it being understood and agreed, however, that neither Main Street
nor any other person or entity is intended to be a third party beneficiary of
this Agreement).

              (b) NOTICES. All notices given pursuant to or in connection with
this Agreement shall be in writing (including facsimile transmission) and mailed
(by United States registered or certified mail, return receipt requested, proper
postage prepaid), sent by express courier (which guarantees next business day
delivery), telecopied or delivered, addressed as follows:

                   (i)    If to CM or any CM Trust:

                          Mr. August C. Meyer, Jr.
                          Midwest Television, Inc.
                          509 S. Neil Street
                          P.O. Box 20
                          Champaign, Illinois 61824-0020



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                          with a copy to:

                          Covington & Burling
                          1201 Pennsylvania Ave., N.W.
                          P.O. Box 7566
                          Washington, D.C. 20044
                          Attention: Michael E. Cutler, Esq.

                   (ii)   If to DD:


                          Mr. David J. Downey
                          Downey Planning Services, Ltd.
                          505 Devonshire Drive
                          Box 1460
                          Champaign, Illinois 61820

                          with a copy to:

                          Barack, Ferrazzano, Kirschbaum & Perlman
                          333 West Wacker, Suite 2700
                          Chicago, Illinois 60606
                          Attention: John E. Freechack, Esq.

                  (iii)   If to GS:

                          Mr. George T. Shapland
                          1203 S. Mattis
                          Champaign, Illinois 61820

                          with a copy to:

                          Barack, Ferrazzano, Kirschbaum & Perlman
                          333 West Wacker, Suite 2700
                          Chicago, Illinois 60606
                          Attention: John E. Freechack, Esq.

                   (iv)   If to GL:

                          Mr. Gregory B. Lykins
                          #2 Greencroft
                          Champaign, Illinois 61821



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                          with a copy to:

                          Barack, Ferrazzano, Kirschbaum & Perlman
                          333 West Wacker, Suite 2700
                          Chicago, Illinois 60606
                          Attention: John E. Freechack, Esq.

                   (v)    If to VD:

                          Mr. Van A. Dukeman
                          4014 Riverknoll Drive
                          Champaign, Illinois 61821

                          with a copy to:

                          Barack, Ferrazzano, Kirschbaum & Perlman
                          333 West Wacker, Suite 2700
                          Chicago, Illinois 60606
                          Attention: John E. Freechack, Esq.

or to such other address as any party may designate by written notice to the
other parties. All such notices and communications shall, when mailed,
delivered, telegraphed or telecopied, be effective three (3) days after deposit
in the mails (if mailed), one (1) day after delivery to the express courier
service (if sent by express courier), and on the same day if delivered
personally, or telecopied, respectively, so long as an identical copy of said
notice is deposited in the mails on the same date.

              (c) SEVERABILITY. In the event any provision of this Agreement
shall be unenforceable in whole or in part, such provision shall be limited to
the extent necessary to render the same valid, or shall be excised from this
Agreement, as circumstances require, and this Agreement shall be construed as if
said provision had been incorporated herein as so limited, or as if said
provision had not been included herein, as the case may be.

              (d) GOVERNING LAW. This Agreement shall be governed in all
respects by the internal laws of the State of Illinois, without regard to its
conflict of laws or choice of law principles.

              (e) NO WAIVER. No waiver of any provision or condition of this
Agreement by any party shall be valid unless in writing signed by such party. No
such waiver shall be taken as a waiver of any other or similar provision or of
any future event, act, or default.

              (f) COUNTERPARTS. This Agreement may be executed in any number of
identical counterparts, any or all of which may contain the signatures of less
than all of the parties, and all of which shall be construed together as but a
single instrument.



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              (g) CONSTRUCTION. Wherever used in this Agreement, the singular
shall be construed to include the plural and vice versa, where applicable, and
the use of the masculine, feminine or neuter gender shall include the other
genders.

              (h) ENTIRE AGREEMENT. This Agreement amends, restates and replaces
in its entirety the Original Shareholders' Agreement. This Agreement constitutes
the entire agreement among the parties hereto pertaining to the subject matter
hereof, and supersedes and replaces all prior and contemporaneous agreements and
understandings of the parties, including, without limitation, the Original
Shareholders' Agreement. The parties hereto may amend or modify this Agreement
in such manner as may be agreed upon only by a written instrument executed by
all such parties.

              (i) REMEDIES. The remedies provided herein are in addition to all
other remedies available at law and in equity, all of which are cumulative and
may be exercised concurrently. The parties acknowledge that damages alone will
not be an adequate remedy for any breach hereof, and agree that the remedy of
specific performance shall be available to enforce the obligations of the
parties hereunder, including, without limitation, the obligations to purchase
and sell Shares.

              (j) NO PARTNERSHIP CREATED. Nothing in this Agreement shall be
deemed to create any partnership or joint venture among the parties hereto, and
no party hereto is authorized hereby to act as the agent of any other party
hereto.



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed or caused their
respective representatives to execute this Agreement as of the day and year
first written above.


-----------------------------------        ------------------------------------
DAVID J. DOWNEY, individually               GEORGE T. SHAPLAND, individually


-----------------------------------        ------------------------------------
VAN A. DUKEMAN, individually                GREGORY B. LYKINS, individually


ESTATE OF AUGUST C. MEYER, SR.              AUGUST C. MEYER REVOCABLE TRUST


By:                                         By:
    -------------------------------            --------------------------------
      August C. Meyer, Jr.                        August C. Meyer, Jr.
      Executor                                    Successor Trustee

AUGUST C. MEYER, JR., REVOCABLE TRUST

                                            -----------------------------------
                                            AUGUST C. MEYER, JR., individually
By:
    -------------------------------
      August C. Meyer, Jr.
      Trustee