Exhibit 10.8



                                 DONNA R. GREENE

                              EMPLOYMENT AGREEMENT



THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into as of the
_22_ day of  ___June______,  2004 (the  "Effective  Date"),  by and between Main
Street  Trust,  Inc.,  a  Delaware  Corporation  ("MSTI")  and  DONNA R.  GREENE
("Donna").

                                    RECITALS

A.   MSTI desires to employ Donna as the  President-Wealth  Management  Group of
     MSTI.

B.   Donna desires to be employed as the  President-Wealth  Management  Group of
     MSTI.

C.   MSTI  and  Donna  have  made  commitments  to each  other on a  variety  of
     important issues concerning her employment,  including the performance that
     will be expected of her, the  compensation  that she will be paid, how long
     and under what  circumstances  she will remain employed,  and the financial
     details  relating to any decision that either Donna or MSTI might ever make
     to terminate her employment.

D.   MSTI and Donna  believe that the  commitments  they have made to each other
     should  be  memorialized  in  writing,  and  that  is the  purpose  of this
     Agreement.

THEREFORE, the MSTI and Donna agree as follows:

                                   AGREEMENTS

Section 1. Term with Automatic Renewal Provision. The term of this Agreement and
Donna's employment hereunder will be one (1) year commencing as of the Effective
Date.  This  Agreement  and  the  term  of  Donna's  employment  hereunder  will
automatically  renew  for one (1)  additional  year on each  anniversary  of the
Effective  Date  unless this  Agreement  and Donna's  employment  hereunder  are
terminated in accordance with the provisions of Section 4.

Section 2. Employment.

(a)  Positions.  Subject to the terms of this  Agreement,  MSTI  hereby  employs
     Donna, and Donna agrees to serve, as the President-Wealth  Management Group
     of MSTI or in such other  capacities  with MSTI or its  subsidiaries as the
     Board of Directors  deems  appropriate  in its sole  discretion,  under the
     terms and conditions set forth herein as of the Effective Date.

(b)  Duties.   Donna's   duties,   authority   and   responsibilities   as   the
     President-Wealth Management Group of MSTI 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 MSTI
     and the directions of the President and Chief Executive Officer of MSTI.

(c)  Care and  Loyalty.  Donna will devote her best  efforts  and full  business
     time, energy,  skills and attention to the business and affairs of MSTI and
     its  subsidiaries,  and will faithfully and loyally discharge her duties to
     MSTI and its subsidiaries.

(d)  Transfers. The Board may, in its sole discretion,  cause Donna's employment
     to be transferred from MSTI to any wholly owned  subsidiary,  in which case
     all  references in this Agreement to "MSTI" will be deemed to refer to such
     subsidiary.

Section 3. Compensation.  MSTI will compensate Donna for her services as follows
during the term of this Agreement and her employment hereunder:

(a)  Base  Compensation.  Donna's  annual base  salary  will be $140,000  ("Base
     Salary").  The Board will review  Donna's Base Salary  annually  during the
     term of this Agreement to determine  whether it should be maintained at its
     existing level or increased.  Donna's annual Base Salary for any year after
     2004 will not be lower than her Base Salary for the  immediately  preceding
     year.

(b)  Discretionary  Performance Bonus. MSTI will consider Donna for a bonus each
     year based on performance  criteria established by the Board and/or Donna'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; provided,  however,  that in February,  2005 Donna
     shall be paid a bonus of not less than $20,000.

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<PAGE>

(c)  Profit Sharing Benefit. Donna will receive an annual profit sharing benefit
     of up to 10% of the  combined  amount of her annual  Base  Salary  and,  if
     applicable,   her  performance   bonus  after  she  meets  the  eligibility
     requirements  of the applicable  profit sharing plan. The Board will decide
     the exact  amount of this  benefit  annually  within that range.  MSTI will
     contribute  this  benefit for the account of Donna to MSTI's  tax-qualified
     retirement plans and/or any nontax-qualified deferred compensation programs
     that  MSTI  may  elect to  establish.  All such  benefit  payments  will be
     determined and governed by the terms of the particular plan or program.

(d)  Car Allowance.  MSTI will pay Donna a car allowance of $600 per month.  The
     car  allowance  will be subject to annual  review by the Board  starting in
     2005 and may be terminated, decreased, maintained or increased as the Board
     deems appropriate.

(e)  Club  Membership.  MSTI expects Donna to entertain  clients and prospective
     clients of MSTI at the  country  club to which she  belongs,  and thus will
     reimburse  Donna's dues for her country club membership in an amount not to
     exceed $4,800 per year.  This allowance will be subject to annual review by
     the Board starting in 2005, and may be terminated, decreased, maintained or
     increased as the Board deems appropriate.

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

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

(h)  Vacations.  Donna will receive at least 20 days of paid vacation  annually,
     subject to MSTI's general vacation policy.

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

Section 4. Termination.

(a)  Termination  Without  Cause.  Either  MSTI  or  Donna  may  terminate  this
     Agreement  and Donna'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.   If  Donna  voluntarily  terminates  her
     employment  under this  Agreement  other than  pursuant  to  Sections  4(c)
     (Constructive  Discharge) or 4(d) (Change of Control), then MSTI shall only
     be required to pay Donna such Base Salary as shall have accrued through the
     effective  date  of  such  termination  and  MSTI  shall  have  no  further
     obligations to Donna.

(b)  Termination  for Cause.  MSTI may  terminate  this  Agreement  and  Donna's
     employment  hereunder for Cause by delivering written notice of termination
     to Donna no less  than  thirty  (30)  days  before  the  effective  date of
     termination.  "Cause" for  termination  will exist if: (i) Donna engages in
     one or more unsafe and unsound banking practices or material  violations of
     a law or regulation  applicable to MSTI or its  subsidiaries,  any repeated
     violations  of a policy of MSTI 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 MSTI if such  violation  materially  and adversely  affects the
     business or affairs of MSTI,  or a direction  or order of the Board  and/or
     one of Donna's senior officers; (ii) Donna engages in a breach of fiduciary
     duty or act of  dishonesty  involving  the affairs of MSTI;  (iii) Donna 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)
     Donna commits a material breach of her obligations under this Agreement; or
     (v) Donna  fails to  perform  her  duties to MSTI with the degree of skill,
     care or competence expected by the Board and/or Donna's senior officers. If
     Donna's  employment is terminated  pursuant to this Section 4(b), then MSTI
     shall only be required to pay Donna such Base Salary as shall have  accrued
     through  the  effective  date of such  termination  and MSTI  shall have no
     further obligations to Donna.

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<PAGE>

(c)  Constructive Discharge. If Donna is ever Constructively Discharged, she may
     terminate this Agreement and her employment hereunder by delivering written
     notice to MSTI no less than thirty (30) days before the  effective  date of
     termination.  "Constructive  Discharge"  means the occurrence of any one or
     more of the  following,  without  Donna's prior  consent:  (i) Donna is not
     reelected  to or is removed as  President-Wealth  Management  Group of MSTI
     (other than by  promotion  to a higher  position);  (ii) MSTI fails to vest
     Donna with or removes from her the duties,  responsibilities,  authority or
     resources  that she reasonably  needs to competently  perform her duties as
     President-Wealth  Management  Group of MSTI; (iii) MSTI notifies Donna that
     it is  terminating  this  Agreement  pursuant  to Section  4(a);  (iv) MSTI
     changes the primary location of Donna's  employment to a place that is more
     than  fifty  (50) miles from  Champaign,  Illinois;  or (v) MSTI  otherwise
     commits a material breach of its obligations under this Agreement and fails
     to cure the breach  within  thirty (30) days after Donna gives MSTI written
     notice of the breach.

(d)  Termination upon Change of Control.  Donna may terminate this Agreement and
     her employment  hereunder for any reason within one (1) year after a Change
     of Control  occurs by delivering  written  notice of termination to MSTI or
     its  successor no less than thirty (30) days before the  effective  date of
     termination.  After one year  following  the Change of  Control,  Donna may
     terminate this  Agreement and her  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 more than fifty percent (50%) of
            the combined voting power of the then outstanding  voting securities
            of MSTI;  or (B) the  individuals  who were  members of the Board of
            Directors  of  MSTI  on  the  Effective  Date  (the  "Current  Board
            Members") cease for any reason (other than the reasons  specified in
            Subsection  4(d)(ii) below) to constitute a majority of the Board of
            MSTI or its  successor;  however,  if the election or the nomination
            for  election  of any  new  director  of MSTI  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) the
            consummation  of (1) a  merger  or  consolidation  of  MSTI  and the
            stockholders of MSTI 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 MSTI 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 MSTI.

     (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 MSTI are acquired by (1) a trustee
            or other  fiduciary  holding  securities  under one or more employee
            benefit plans maintained for employees of MSTI or its  subsidiaries,
            or (2) any  person  pursuant  to the will or  trust of any  existing
            stockholder  of MSTI, 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 Donna  agrees in
            writing  that  the   transaction  or  event  in  question  does  not
            constitute a Change of Control for the purposes of this Agreement.

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

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

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<PAGE>

(g)  Severance Benefits. MSTI will pay severance benefits to Donna as follows:

     (i)    If this Agreement and Donna's employment hereunder are terminated by
            MSTI without Cause pursuant to Section 4(a), or by reason of Donna's
            Constructive Discharge pursuant to Section 4(c), MSTI will pay Donna
            an amount  equal to the sum of (A) her then  applicable  annual Base
            Salary,  plus (B) the amount of the most  recent  performance  bonus
            that MSTI awarded to Donna  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 Donna or for her  benefit  under  all  applicable
            retirement  and other  employee  benefit  plans had she  remained in
            MSTI's employ  through the last day of the then current  term.  MSTI
            will also  continue  to  provide  Donna and her  dependents,  at the
            expense of MSTI, with continuing  coverage under all existing health
            and  disability  programs for a period of one (1) year following the
            effective  date of  termination,  provided that, to the extent Donna
            paid a portion of the premium for such  benefit  while  employed she
            shall continue to pay such portion during the period of continuation
            hereunder and provided  further,  that if such benefit is subject to
            the  health  care  continuation  rules of the  Consolidated  Omnibus
            Budget  Reconciliation  Act of 1985  ("COBRA")  then any  period  of
            continuation  hereunder shall be credited  against the  continuation
            rights  under COBRA and Donna will be required to complete all COBRA
            election and other forms.

     (ii)   Notwithstanding Section 4(g)(i) and in lieu of any payments provided
            for thereunder, MSTI or its successor will pay Donna an amount equal
            to two (2) times the Severance Payment if this Agreement and Donna's
            employment  are  terminated by Donna pursuant to Section 4(d) within
            one year after the  occurrence  of a Change of Control or by MSTI or
            its successor pursuant to Section 4(a) at any time after a Change of
            Control  occurs.  In this  event,  MSTI or its  successor  will also
            continue to provide Donna and her dependents, at the expense of MSTI
            or its successor, with continuing coverage under all existing health
            and disability  programs for a period of two (2) years following the
            effective  date of  termination,  provided that, to the extent Donna
            paid a portion of the premium for such  benefit  while  employed she
            shall continue to pay such portion during the period of continuation
            hereunder.  If  permitted  by  MSTI's  then-existing  group  medical
            insurance  policy or program,  MSTI shall continue such coverage for
            six (6) months  and the  remaining  eighteen  (18)  months  shall be
            provided   pursuant  to  and   credited   against  the  health  care
            continuation  rights  under  COBRA and  Donna  will be  required  to
            complete  all  COBRA  election  and  other  forms.  If  MSTI  is not
            permitted by MSTI's  then-existing group medical insurance policy or
            program to continue  such  coverage  after  Donna's  termination  of
            employment,  then  the  first  eighteen  (18)  months  of  continued
            coverage  shall be pursuant to and credited  against the health care
            continuation  rights  under  COBRA and MSTI  shall pay Donna six (6)
            times the monthly amount of MSTI's share of the premium.

     (iii)  All  payments  that become due to Donna under this Section 4(g) will
            be made in twenty-four (24) equal monthly installments commencing on
            the  first  day  of  the  month   immediately   succeeding   Donna's
            termination of employment, unless MSTI elects to make those payments
            in one (1) lump sum.  MSTI will be  obligated  to make all  payments
            that become due to Donna under this  Section 4(g) whether or not she
            obtains other  employment  following  termination  or takes steps to
            mitigate any damages  that she 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 Donna or for
            her account as of the effective date of termination.

     (iv)   MSTI and Donna  intend  that no  portion of any  payment  under this
            Agreement,  or  payments  to or for the  benefit of Donna  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 Donna in
            the nature of  compensation,  as  determined by the legal counsel or
            certified  public  accountants  for MSTI in accordance  with Section
            280G(d)(4) of the Code, receipt of which is contingent on the Change
            of Control of MSTI,  and to which  Section  280G of the Code applies
            (in the  aggregate  "Total  Payments"),  shall not  exceed an amount
            equal to one dollar  ($1.00) less than the maximum amount which MSTI
            may pay without loss of deduction under Section 280G(a) of the Code.

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

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<PAGE>

(h)  Payment Equalization.  If MSTI is paying, or in the case of a lump sum, has
     paid,  Donna a Severance  Benefit under Section 4(g),  then Donna 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)  Release.  As a condition to MSTI's  obligation to pay any Severance Benefit
     under Section 4(g), Donna agrees that she will execute a general release of
     MSTI and its  affiliates,  substantially  in the form  attached  hereto  as
     Exhibit A.

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

Section 6. Non-Competition Covenant.

(a)  Restrictive  Covenant.  MSTI and Donna have  jointly  reviewed the customer
     lists and operations of MSTI and agree that MSTI's primary service area for
     its lending, deposit and wealth management activities encompasses the fifty
     (50) mile radii from each of MSTI's main office in Champaign,  Illinois and
     of its  subsidiary  banks.  Donna agrees that, for a period of one (1) year
     after the termination of this Agreement, she will not, without MSTI's prior
     written consent, directly or indirectly Compete with MSTI. 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 MSTI to terminate
            employment with MSTI or any of its  subsidiaries and become employed
            by a Competitor, or by soliciting or inducing any customer, wherever
            located, of MSTI or its subsidiary banks with whom Donna had contact
            during her employment to modify or terminate its  relationship  with
            the Company 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 and wealth management  activities within the fifty
            (50)  mile  radii  from  each of MSTI's  main  office in  Champaign,
            Illinois and of its subsidiary banks.

(b)  Successors.  In the event that a successor  to MSTI  succeeds to or assumes
     MSTI's rights and obligations under this Agreement, Section 6(a) will apply
     only to the  primary  service  areas  of MSTI 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 Donna 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.  Donna  agrees that a violation of this Section 6 would
     result in  direct,  immediate  and  irreparable  harm to MSTI,  and in such
     event, agrees that MSTI, in addition to its other right and remedies, would
     be entitled to injunctive relief enforcing the terms and provisions of this
     Section 6.

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Section 7. Indemnity; Other Protections.

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

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

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

Section 8. General Provisions.

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

(b)  Entire Agreement; Survival. This Agreement constitutes the entire agreement
     between Donna and MSTI 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.  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 Donna and MSTI.  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.

(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 MSTI 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.

                                       6
<PAGE>

(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 MSTI,  addressed to the principal  headquarters of MSTI,
     attention:  President and Chief Executive Officer;  or, if to Donna, to the
     address set forth below  Donna'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.


By:
      -----------------------------------------------
      Donna R. Greene
      Chairman


      -----------------------------------------------


      -----------------------------------------------
      Address



                                       7

<PAGE>
                                                                       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 "_____") and Main Street Trust, Inc.,  (hereinafter
referred  to as  the  "Employer").  In  consideration  of the  mutual  covenants
hereinafter set forth, the parties hereto agree as follows:

Section 1.  Separation.  The parties  agree that  ______'s  employment  with the
Employer shall end ---------- effective _________________________.

Section 2. Payment and Benefits.  In  consideration of the promises made in this
Agreement,  the Employer has agreed to pay ______ the  compensation and benefits
as provided in the  Employment  Agreement  entered into between  _______ and the
Employer on  ______________________.  ______ expressly  agrees,  understands and
acknowledges  that the pay  provided  her under this  Section 2  constitutes  an
amount in excess of that which a  separated  employee of the  Employer  would be
entitled  without  entering into this Agreement.  ______  acknowledges  that the
above pay is being provided by the Employer as consideration for ______ 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. ______, on her own behalf and
that of her heirs, executors, attorneys, administrators, successors and assigns,
fully  releases and  discharges  the  Employer,  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 Employer,  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 Employer'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
______'s  employment  with the Employer or other  association  with the Employer
through  the  date  of  this  Agreement,  including,  but not  limited  to,  the
termination of ______'s  employment with the Employer,  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.  ______ represents that she has not assigned or filed
any claim, demand, action or charge against the Employer.

Section 4. Mutual Non-Disparagement.  The Employer and ______ 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.  ______  acknowledges  that the only persons whose  statements may be
attributed  to  the  Employer  for  purposes  of  this  Agreement  not  to  make
disparaging  statements  shall be each member of the Board of  Directors  of the
Employer and each of ______'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  ______.  ______  warrants  that she is legally
competent  to  execute  this  Agreement  and  that  she  has not  relied  on any
statements  or  explanations  made by the  Employer or its  attorney.  Moreover,
______  hereby  acknowledges  that she 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.  ______
acknowledges  that  she has been  offered  at least  [twenty-one  (21)]  days to
consider this  Agreement.  After being so advised,  and without  coercion of any
kind,  ______ freely,  knowingly,  and  voluntarily  enters into this Agreement.
[______ further acknowledges that she may revoke this Agreement within seven (7)
days after she has signed  this  Agreement  and  further  understands  that this
Agreement shall not become  effective or enforceable  until seven (7) days after
she has signed  this  Agreement  as  evidenced  by the date set forth  below her
signature (the "Effective Date"). Any revocation must be in writing and directed
to   the   Employer,    _____________________________,    __________,   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,  ______ represents that she has returned
all  property of the  Employer  that is in her  possession,  custody or control,
including  all  documents,  records and tangible  property that are not publicly
available  and  reflect,  refer or  relate  to the  Employer  or the  Employer's
business affairs, operations or customers, and all copies of the foregoing.

                                       8
<PAGE>

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

Section 7. Confidentiality.  ______ and the Employer agree to keep the existence
and the terms of this Agreement  confidential,  except for her 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 Employer's  waiver of a breach of this Agreement by
______ shall not be construed or operate as a waiver of any subsequent breach by
______ of the same or of any other provision of this Agreement.

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



Main Street Trust, Inc.


By:
     ---------------------------------         ---------------------------------
Title:  President                                         [Employee Name]


Date:                                    Date:
       -------------------------------          --------------------------------


                                       9