Exhibit 10.5

                                  CHRIS SHROYER

                              EMPLOYMENT AGREEMENT

This Employment  Agreement (this "Agreement") is made and entered into as of the
1st day of March,  2001 (the  "Effective  Date"),  by and between First National
Bank of Decatur, a national banking  association with its main office located in
Decatur, Illinois (the "Bank") and CHRIS SHROYER ("Chris").

                                    RECITALS

A.   Chris has served as the Executive Vice  President-Lending of the Bank since
     the Effective Date.

B.   The Bank is wholly owned subsidiary of Main Street Trust, Inc., an Illinois
     corporation ("Main Street").

C.   The Bank and Chris  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 Chris or the Bank might ever
     make to terminate this Agreement.

D.   The Bank and  Chris  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 Bank and Chris agree as follows:

                                   AGREEMENTS

Section 1.  Employment.  The Bank agrees to employ  Chris,  and Chris  agrees to
serve the Bank, in accordance with the terms of this Agreement.

(a)  Positions.  Subject  to the  terms of this  Agreement,  the Bank  agrees to
     employ Chris,  and Chris agrees to continue to serve, as the Executive Vice
     President-Lending  of the Bank  under the terms  and  conditions  set forth
     herein until  September  30, 2001 at which time Chris agrees to serve,  and
     the Bank  agrees to employ  Chris,  as the  President  and Chief  Executive
     Officer of the Bank under the terms and conditions set forth herein.

(b)  Duties.  Chris's duties,  authority and  responsibilities  as the Executive
     Vice   President-Lending  and  subsequently  as  the  President  and  Chief
     Executive   Officer  of  the  Bank  include  all  duties,   authority   and
     responsibilities  customarily  held by such officers of  comparable  banks,
     subject always to the charter and bylaw  provisions and the policies of the
     Bank and the directions of its Board of Directors (the "Board").

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

Section 2.  Compensation.  The Bank will  compensate  Chris for his  services as
follows during the term of this Agreement and his employment hereunder:

(a)  Base  Compensation.  Chris will  receive an annual  base salary of $125,000
     during 2001. The Board will review Chris's base salary  annually during the
     term of this Agreement to determine  whether it should be maintained at its
     existing level or increased. Chris's annual base salary after 2001 will not
     be lower than his base salary for the immediately preceding year.

(b)  Performance  Bonus.  The Bank will consider Chris for a bonus at the end of
     each year based on  performance  criteria  established  by the Board and/or
     Chris'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;  provided  however,  that the Bank  shall  pay  Chris a minimum
     performance bonus for 2001 of $40,000,  such minimum bonus to be paid prior
     to December 31, 2001.

(c)  Year 2002 Compensation. During the year 2002, Chris will receive a combined
     annual base salary and  performance  bonus of $165,000,  provided  however,
     that no specific  amount of such  combined  amount  shall be paid as either
     base salary or performance bonus.

                                       1
<PAGE>

(d)  Profit Sharing Benefit. Chris will receive an annual profit sharing benefit
     that will  range  between 5% and 10% of the  combined  amount of his annual
     base salary and if applicable, his performance bonus. The Board will decide
     the exact amount of this benefit  annually within that range. The Bank will
     contribute  this  benefit  for the  account  of Chris to the Bank's or Main
     Street's   tax-qualified   retirement  plans  and/or  any  nontax-qualified
     deferred  compensation  programs  that the Bank or Main Street may elect to
     establish. All such benefit payments will be determined and governed by the
     terms of the particular plan or program.

(e)  Car Allowance. At the Bank's discretion, the Bank will either (i) pay Chris
     a  car   allowance  of  $400  per  month  or  (ii)  provide  Chris  with  a
     company-owned  vehicle,  a  credit  card  for  gasoline  and all  necessary
     maintenance.  The car  allowance  will be subject  to annual  review by the
     Board  starting in 2001 and will be  maintained  or  increased as the Board
     deems  appropriate.  The Bank will also  insure  Chris's  car at the Bank's
     expense under the Bank's general corporate automobile insurance program.

(f)  Club  Membership.   The  Bank  expects  Chris  to  entertain   clients  and
     prospective  clients  of Main  Street and the Bank at the  country  club to
     which he belongs, and thus will reimburse Chris's dues for his country club
     membership in an amount not to exceed $365 per month.  This  allowance will
     be  subject  to annual  review by the Board  starting  in 2001,  and may be
     maintained or increased as the Board deems appropriate.

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

(h)  Other  Benefits.  Chris will be  entitled to  participate  in all plans and
     benefits that are now or later made available by Main Street or the Bank to
     its officers of equal or junior ranking generally.

(i)  Vacations.  Chris will receive at least 20 days of paid vacation  annually,
     subject to the Bank's general vacation policy.

(j)  Withholding.  Chris  acknowledges that the Bank may withhold any applicable
     federal,  state or local  withholding  or other  taxes from  payments  that
     become due to him.

Section 3.  Term and Termination.

(a)  Term  and  Automatic  Renewal.  The  term of  this  Agreement  and  Chris's
     employment  hereunder  will be one (1) year  commencing as of the Effective
     Date.  This  Agreement and the term of Chris's  employment  hereunder  will
     automatically  renew for one (1) additional year on each anniversary of the
     Effective Date unless this Agreement and Chris's  employment  hereunder are
     terminated in accordance with the provisions of this Section 3.

(b)  Termination  Without  Cause.  Either the Bank or Chris may  terminate  this
     Agreement  and Chris'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  Chris  voluntarily  terminates  his
     employment  under this  Agreement  other than  pursuant to Sections 3(d) or
     3(e), then the Bank shall only be required to pay Chris such base salary as
     shall have accrued  through the effective date of such  termination and the
     Bank shall have no further obligations to Chris.

(c)  Termination  for Cause.  The Bank may terminate  this Agreement and Chris's
     employment  hereunder for Cause by delivering written notice of termination
     to Chris no less than 30 days  before the  effective  date of  termination.
     "Cause"  for  termination  will exist if: (i) Chris  engages in one or more
     unsafe and unsound  banking  practices or material  violations  of a law or
     regulation  applicable to Main Street or the Bank, any repeated  violations
     of a policy of Main Street or the Bank 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 Main  Street  or the  Bank  if  such  violation
     materially and adversely  affects the business or affairs of Main Street or
     the Bank, or a direction or order of the Board and/or one of Chris's senior
     officers;  (ii)  Chris  engages  in a breach  of  fiduciary  duty or act of
     dishonesty involving the affairs of Main Street or the Bank; (iii) Chris 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)
     Chris commits a material breach of his obligations under this Agreement; or
     (v) Chris fails to perform his duties to the Bank with the degree of skill,
     care or competence expected by the Board and/or Chris's senior officers. If
     Chris's  employment is terminated  pursuant to this Section 3(c),  then the
     Bank shall  only be  required  to pay Chris such base  salary as shall have
     accrued  through the effective date of such  termination and the Bank shall
     have no further obligations to Chris.

                                       2
<PAGE>

(d)  Constructive Discharge. If Chris is ever Constructively  Discharged, he may
     terminate this Agreement and his employment hereunder by delivering written
     notice to the Bank 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,  without  Chris's prior  consent:  (i) Chris is not
     reelected  to or is  removed as an  Executive  Vice  President  of the Bank
     (other than by promotion  either to the positions set forth in Section 1(a)
     or to a higher  position or  positions);  (ii) the Bank fails to vest Chris
     with  or  removes  from  him the  duties,  responsibilities,  authority  or
     resources that he reasonably needs to competently perform his duties; (iii)
     the Bank notifies Chris that it is terminating  this Agreement  pursuant to
     Section  3(b);  (iv) the Bank  changes  the  primary  location  of  Chris's
     employment  to a place that is more than  fifty  (50)  miles from  Decatur,
     Illinois;  or (v) the Bank  otherwise  commits  a  material  breach  of its
     obligations under this Agreement and fails to cure the breach within thirty
     (30) days after Chris gives the Bank written notice of the breach.

(e)  Termination upon Change of Control.  Chris 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 the Bank
     or its successor no less than thirty (30) days before the effective date of
     termination.  After one year  following  the Change of  Control,  Chris may
     terminate this  Agreement and his  employment  hereunder only in accordance
     with Section 3(b) or (d).

     (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 Main Street;
          or (B) the  individuals  who were members of the Board of Directors of
          Main Street on the Effective Date (the "Current Board  Members") cease
          for any  reason  (other  than  the  reasons  specified  in  Subsection
          3(e)(ii)  below) 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  3(e)(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 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 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. The  transactions  contemplated  by the Merger  Agreement
          shall not constitute a Change in Control.

     (ii) Notwithstanding  and in lieu of Section  3(e)(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 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 Chris  agrees  in
          writing that the  transaction or event in question does not constitute
          a Change of Control for the purposes of this Agreement.

(f)  Termination upon Disability. The Bank will not terminate this Agreement and
     Chris's  employment  hereunder if Chris becomes disabled within the meaning
     of the Bank's then current  employee  disability  program or, at the Bank's
     election,  as determined by a physician  selected by the Bank,  unless as a
     result of such  disability,  Chris is unable to perform his duties with the
     requisite  level of skill and  competence  for a period of six  consecutive
     months.  Thereafter,  the Bank may  terminate  this  Agreement for Cause in
     accordance with Subsection 3(c)(v).

                                       3
<PAGE>

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

(h)  Severance  Benefits.  Subject to the conditions  hereinafter set forth, the
     Bank will pay severance benefits to Chris as follows:

     (i)   If this Agreement and Chris's employment  hereunder are terminated by
           the Bank  without  Cause  pursuant  to Section  3(b),  or by Chris by
           reason of his  Constructive  Discharge  pursuant to Section 3(d), the
           Bank will pay Chris an amount equal to the sum of his then applicable
           annual base  salary,  plus the amount of the most recent  performance
           bonus  that the  Bank  awarded  to Chris  pursuant  to  Section  2(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 Chris or for his  benefit  under all
           applicable  retirement  and  other  employee  benefit  plans  had  he
           remained  in the  Bank's  employ  through  the  last  day of the then
           current  term.  The Bank will also  continue to provide Chris and his
           dependents,  at the  expense of the Bank,  with  continuing  coverage
           under all existing life, health and disability  programs for a period
           of one (1) year following the effective date of termination, provided
           that,  to the extent  Chris paid a portion  of the  premium  for such
           benefit while  employed he 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  Chris  will be  required  to
           complete all COBRA election and other forms.

     (ii)  Notwithstanding  Section 3(h)(i) and in lieu of any payments provided
           for  thereunder,  the Bank or its successor  will pay Chris an amount
           equal to two (2) times the  Severance  Payment if this  Agreement  is
           terminated  within  one year  after  the  occurrence  of a Change  of
           Control by Chris pursuant to Sections  3(b),  3(d) or 3(e), or by the
           Bank or its  successor  pursuant to  Sections  3(b) or 3(c) either in
           contemplation of a Change of Control or at any time after a Change of
           Control  occurs.  In this event,  the Bank or its successor will also
           continue to provide Chris and his  dependents,  at the expense of the
           Bank or its successor,  with  continuing  coverage under all existing
           life,  health and  disability  programs for a period of two (2) years
           following the effective  date of  termination,  provided that, to the
           extent  Chris paid a portion of the  premium for such  benefit  while
           employed he shall  continue to pay such portion  during the period of
           continuation  hereunder.  If  permitted  by the Bank's  then-existing
           group medical  insurance  policy or program,  the Bank 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 Chris will be required to
           complete  all  COBRA  election  and other  forms.  If the Bank is not
           permitted by the Bank's  then-existing group medical insurance policy
           or program to continue  such  coverage  after Chris'  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 the Bank shall pay Chris six (6)
           times the monthly amount of the Bank's share of the premium.

     (iii) All payments that become due to Chris under this Section 3(h) will be
           made in equal  monthly  installments  unless the Bank  elects to make
           those  payments in one (1) lump sum.  The Bank will be  obligated  to
           make all  payments  that become due to Chris under this  Section 3(h)
           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 3(h) are intended to supplement any  compensation
           or other  benefits  that have accrued or vested with respect to Chris
           or for his account as of the effective date of termination.

                                       4
<PAGE>

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

     (v)   The Bank may elect to defer any payments that may become due to Chris
           under this Section 3(h) if, at the time the payments  become due, the
           Bank  is not  in  compliance  with  any  regulatory-mandated  minimum
           capital requirements or if making the payments would cause the Bank's
           capital to fall  below such  minimum  capital  requirements.  In this
           event,  the Bank will resume making the payments as soon as it can do
           so without violating such minimum capital requirements.

(i)  Payment Equalization.  If the Bank is paying, or in the case of a lump sum,
     has paid,  Chris a Severance  Benefit under Section 3(h), then Chris 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.

(j)  Release.  As a  condition  to the Bank's  obligation  to pay any  Severance
     Benefit  under  Section  3(h),  Chris agrees that he will execute a general
     release of the Bank and its affiliates,  substantially in the form attached
     hereto as Exhibit A.

Section 4. Confidentiality. Chris 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").  Chris will hold in
confidence and not directly or indirectly disclose any Confidential  Information
to third parties unless disclosure  becomes  reasonably  necessary in connection
with  Chris'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 the business
of Main Street or any of its  subsidiaries  or affiliates that Chris prepares or
uses will always be the sole property of Main Street. Chris 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 the
Bank is terminated for any reason.

Section 5. Non-Competition Covenant.

(a)  Restrictive Covenant. The Bank and Chris have jointly reviewed the customer
     lists and operations of the Bank and agree that the Bank's primary  service
     area for its lending and deposit  activities  encompasses a fifty (50) mile
     radius from the Bank's main office in Decatur, Illinois. Chris agrees that,
     for a period of one (1) year after the  termination of this  Agreement,  he
     will not, without the Bank's prior written consent,  directly or indirectly
     Compete with the Bank. For the purposes of Section 5(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 or any of its subsidiaries 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 the Bank's main office.

                                       5
<PAGE>

(b)  Successors.  In the  event  that a  successor  to Main  Street  or the Bank
     succeeds  to or  assumes  the  Bank's  rights  and  obligations  under this
     Agreement,  Section 5(a) will apply only to the primary service area of the
     Bank 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 5(a) will not prohibit Chris 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.  Chris  agrees that a violation of this Section 5 would
     result in direct,  immediate and irreparable  harm to the Bank, and in such
     event,  agrees that the Bank,  in addition to its other right and remedies,
     would be entitled to injunctive  relief  enforcing the terms and provisions
     of this Section 5.

Section 6. Indemnity; Other Protections.

(a)  Indemnification.  The Bank will indemnify Chris (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 the Bank. The  indemnification  rights  provided for
     herein are not exclusive and will supplement any rights to  indemnification
     that Chris may have under any applicable bylaw or charter provision of Main
     Street or the Bank,  or any  resolution  of Main Street or the Bank, or any
     applicable statute.

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

(c)  Litigation.  Unless  precluded  by  an  actual  or  potential  conflict  of
     interest,  the Bank will have the right to  recommend  counsel  to Chris to
     represent  him in  connection  with any claim  covered  by this  Section 6.
     Further,  Chris'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 the Bank's prior written approval,  which approval shall
     not be unreasonably withheld by the Bank.

Section 7. General Provisions.

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

(b)  Entire Agreement; Survival. This Agreement constitutes the entire agreement
     between the Chris and the Bank  concerning the subject  matter hereof,  and
     supersedes   all   prior   negotiations,   undertakings,   agreements   and
     arrangements with respect thereto,  whether written or oral,  including not
     by way of limitation, the Prior Employment Contract. 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 Chris and Bank,  and
     except for the  employment  obligations  set forth in Section 1, all rights
     and  obligations  of  Chris  and  the  Bank  hereunder  shall  survive  the
     termination of this Agreement.

                                       6
<PAGE>

(c)  Main  Street  Rights  as  Third  Party  Beneficiary.  The  Bank  and  Chris
     acknowledge  that  Main  Street is a third  party  beneficiary  of  certain
     obligations  of  Chris  under  this  Agreement,  including,  not  by way of
     limitations,  Chris's  obligations to the Bank pursuant to Sections 4 and 5
     of this Agreement.

(d)  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.

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

(f)  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.

(g)  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.

(h)  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 the Bank,  addressed to the principal  headquarters  of
     Main  Street,  attention:  President;  or, if to Chris,  to the address set
     forth below Chris'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.

FIRST NATIONAL BANK OF DECATUR

By:   /s/ Phillip Wise                                     /s/ Chris Shroyer
      ------------------------------                       ---------------------
      Phillip Wise                                         CHRIS SHROYER
      Chairman/President

                                1314 Manor Drive
                             Decatur, Illinois 62526
                                     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  _________________________________,  a
wholly-owned  subsidiary of 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  him 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 his own behalf and
that of his 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 he 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. The parties further agree to do nothing that would damage the other's
business reputation or good will.

Section  5.  Representations  by  ______.  ______  warrants  that he is  legally
competent to execute this Agreement and that he has not relied on any statements
or explanations  made by the Employer or its attorney.  Moreover,  ______ hereby
acknowledges  that he 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 he
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 he may revoke this  Agreement  within seven (7) days after he
has signed this Agreement and further  understands that this Agreement shall not
become  effective or  enforceable  until seven (7) days after he has signed this
Agreement as evidenced by the date set forth below his 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 he has returned all property of the Employer
that is in his possession,  custody or control, including all documents, records
and tangible 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 his 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.

A Wholly Owned Subsidiary of
Main Street Trust, Inc.

By:
                                                      [Employee Name]
Title:

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




                                       9