Exhibit 10.6

                                ROBERT F. PLECKI

                              EMPLOYMENT AGREEMENT

This Employment  Agreement (this "Agreement") is made and entered into as of the
___ day of _________,  1998 (the "Effective Date"), by and between  BANKILLINOIS
FINANCIAL  CORPORATION,  a Delaware  corporation  ("BIF"),  and ROBERT F. PLECKI
("Bob").

                                    RECITALS

A.   Bob has  served as the  Executive  Vice  President-Retail  Banking of BIF's
     wholly-owned subsidiary,  BankIllinois,  Champaign,  Illinois (the "Bank"),
     since the Effective Date.

B.   BIF and Bob 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  Bob or BIF  might  ever  make  to
     terminate this Agreement.

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

THEREFORE, BIF and Bob agree as follows:

                                   AGREEMENTS

1.   Employment.  BIF and Bob each  confirm  that Bob has been  employed  as the
     Executive  Vice  President-Retail  Banking of the Bank since the  Effective
     Date in accordance with the terms of this Agreement.

     (a)  Positions.  Subject to the terms of this Agreement, BIF will cause the
          Bank to employ Bob as the Executive Vice  President-Retail  Banking of
          the  Bank,  or in such  other  capacities  with BIF or the Bank as the
          Board of Directors of BIF (the "Board") deems  appropriate in its sole
          discretion.

     (b)  Duties. Bob's duties, authority and responsibilities as an employee of
          BIF and an officer of the Bank shall consist of such duties, authority
          and   responsibilities  as  are  imposed  by  the  charter  and  bylaw
          provisions  and the policies of BIF and the Bank and the directions of
          their respective Boards of Directors.

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

     (d)  Transfers.  The  Board  may,  in  its  sole  discretion,  cause  Bob's
          employment  to be  transferred  from the Bank to another  wholly-owned
          banking  subsidiary  of BIF,  in  which  case all  references  in this
          Agreement  to the  "Bank"  will be  deemed  to  refer  to  such  other
          subsidiary.

2.   Compensation.  BIF will  compensate  Bob for his services as follows during
     the term of this Agreement and his employment hereunder:

     (a)  Salary.  Upon the signing of this  Agreement  Bob's annual base salary
          shall be  $65,000.  The Board will review  Bob's base salary  annually
          during the term of this  Agreement to  determine  whether it should be
          maintained  at its  existing  level or  increased.  Bob's  annual base
          salary for any year after 1998 will not be lower than his base  salary
          for the immediately preceding year.

     (b)  Discretionary  Performance Bonus. BIF will consider Bob for a bonus at
          the end of each year based on performance  criteria established by the
          Board and/or Bob'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 nor will any bonus be
          deemed earned until the Board determines the amount of such bonus.
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     (c)  Profit  Sharing  Benefit.  Bob may  receive an annual  profit  sharing
          benefit  of up to ten  percent  (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.  BIF will  contribute  this  benefit  for the account of Bob to
          BIF's  tax-qualified  retirement  plans  and/or  any  nontax-qualified
          deferred  compensation  programs that BIF 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.  BIF  will  provide  Bob  with  a  monthly  automobile
          allowance in the gross amount of $300. The  automobile  allowance will
          be subject to annual review by the Board  starting in 1999, and may be
          terminated,  decreased,  maintained  or  increased  as the Board deems
          appropriate.

     (e)  Club Membership.  BIF expects Bob to entertain clients and prospective
          clients of BIF and the Bank at the  country  club to which he belongs,
          and thus will reimburse  Bob's dues for his country club membership in
          an  amount  not to exceed  $3,600  per year.  This  allowance  will be
          subject to annual  review by the Board  starting  in 1999,  and may be
          terminated,  decreased,  maintained  or  increased  as the Board deems
          appropriate.

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

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

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

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

3.   Term and Termination.

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

     (b)  Termination  Without  Cause.  Either  BIF or Bob  may  terminate  this
          Agreement and Bob'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.

     (c)  Termination  for Cause.  BIF may  terminate  this  Agreement and Bob's
          employment  hereunder  for  Cause  by  delivering  written  notice  of
          termination  to Bob no less than thirty (30) days before the effective
          date of termination.  "Cause" for  termination  will exist if: (i) Bob
          engages  in one or  more  unsafe  and  unsound  banking  practices  or
          material  violations of a law or  regulation  applicable to BIF or the
          Bank,  any  repeated  violations  of a policy of BIF 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 BIF or the
          Bank if such violation  materially and adversely  affects the business
          or affairs of BIF or the Bank,  or a  direction  or order of the Board
          and/or one of Bob's senior  officers;  (ii) Bob engages in a breach of
          fiduciary  duty or act of  dishonesty  involving the affairs of BIF or
          the Bank;  (iii) Bob 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) Bob commits a material breach of
          his obligations under this Agreement;  or (v) Bob fails to perform his
          duties to BIF or the Bank with the degree of skill, care or competence
          expected by the Board and/or Bob's senior officers.


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     (d)  Constructive Discharge. If Bob is ever Constructively  Discharged,  he
          may  terminate  this   Agreement  and  his  employment   hereunder  by
          delivering written notice to BIF no later than thirty (30) days before
          the effective date of termination.  "Constructive Discharge" means the
          occurrence of any one or more of the following:  (i) Bob is removed as
          an  executive  officer  of the Bank;  or (ii) BIF or the Bank fails to
          vest  Bob  with or  removes  from  him the  duties,  responsibilities,
          authority or resources that he reasonably needs to competently perform
          his duties as an executive officer of the Bank; (iii) BIF notifies Bob
          pursuant to Section 3(b) that it is  terminating  this  Agreement;  or
          (iv) BIF changes the primary  location of Bob's  employment to a place
          that is more than fifty (50) miles from  Champaign,  Illinois;  or (v)
          BIF otherwise  commits a material breach of its obligations under this
          Agreement  and fails to cure the breach  within thirty (30) days after
          Bob gives BIF written notice of the breach.

     (e)  Termination  upon Change of Control.  Bob 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 BIF or its  successor  no less than  thirty  (30) days  before  the
          effective date of termination. After one (1) year following the Change
          of  Control,  Bob 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;  or (b) the individuals who were
                 members of the Board 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 BIF or its successor;  however, if the
                 election or the  nomination for election of any new director of
                 BIF 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) BIF's stockholders approve (1) a
                 merger or consolidation of BIF or the Bank and the stockholders
                 of BIF 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 BIF
                 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 BIF or the Bank.

          (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 BIF are acquired by
                 (1) a trustee or other fiduciary  holding  securities under one
                 or more employee  benefit plans maintained for employees of BIF
                 or the Bank, or (2) any person pursuant to the will or trust of
                 any  existing  stockholder  of BIF,  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 Bob 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. BIF will not terminate this Agreement and
          Bob's employment  hereunder if Bob becomes disabled within the meaning
          of  BIF's  then  current  employee  disability  program  or,  at BIF's
          election,  as determined by a physician  selected by BIF,  unless as a
          result of such  disability,  Bob is unable to perform  his duties with
          the requisite  level of skill and  competence  for a period of six (6)
          consecutive months.  Thereafter,  BIF may terminate this Agreement for
          Cause in accordance with Subsection 3(c)(v).

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

     (h)  Severance Benefits. BIF will pay severance benefits to Bob as follows:

          (i)    If this Agreement and Bob's employment hereunder are terminated
                 by BIF without Cause  pursuant to Section 3(b), or by reason of
                 Bob's Constructive Discharge pursuant to Section 3(d), BIF will
                 pay  Bob an  amount  equal  to the sum of his  then  applicable
                 annual  base  salary,  plus  the  amount  of  the  most  recent
                 performance  bonus that BIF awarded to Bob  pursuant to Section
                 2(b)  (collectively,   the  "Severance   Payment");   provided,
                 however, that the Severance Payment shall be reduced by (A) the
                 amount, if any, paid in lieu of the notice contained in Section
                 3(b) or 3(d), and (B) the amount of any  unemployment  benefits
                 received  by  Bob  pursuant  to a  claim  filed  with  a  state
                 unemployment   insurance  agency.  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 Bob or for his
                 benefit  under all  applicable  retirement  and other  employee
                 benefit plans had he remained in BIF's employ  through the last
                 day of the then current term. BIF will also continue to provide
                 Bob and his dependents,  at the expense of BIF, 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 Bob shall be obligated to
                 continue to pay that portion of the  applicable  premium be was
                 obligated to pay at the time his employment terminates.

          (ii)   Notwithstanding  Section 3(h)(i), BIF or its successor will pay
                 Bob an amount equal to the greater of $150,000 or two (2) times
                 the  Severance  Payment if this  Agreement is terminated by Bob
                 within one (1) year after a Change of Control  occurs  pursuant
                 to  Section  3(b),  (d) or  (e),  or by  BIF  or its  successor
                 pursuant to Section 3(b) either in contemplation of a Change of
                 Control  or  within  one (1)  year  after a Change  of  Control
                 occurs.  In this event, BIF or its successor will also continue
                 to provide Bob and his dependents, at the expense of BIF 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, however,
                 that if this Agreement is terminated by BIF in contemplation of
                 a Change of Control  then the amount due under this  subsection
                 (ii) shall be reduced by (A) the amount,  if any,  paid in lieu
                 of the notice  contained in Section  3(b) or 3(d),  and (B) the
                 amount of any unemployment benefits received by Bob pursuant to
                 a claim filed with a state unemployment insurance agency.

          (iii)  All  payments  that become due to Bob under this  Section  3(h)
                 will be made in equal monthly installments unless BIF elects to
                 make those  payments in one (1) lump sum. BIF will be obligated
                 to make all payments  that become due to Bob 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 Bob or his account
                 as of the effective date of termination.

          (iv)   BIF and Bob intend  that no portion of any  payment  under this
                 Agreement,  or  payments to or for the benefit of Bob 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 Bob in the nature of compensation,  as determined by
                 the legal counsel or certified  public  accountants  for BIF in
                 accordance  with  Section  280G(d)(4)  of the Code,  receipt of
                 which is  contingent  on the Change of  Control of BIF,  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 BIF may pay without
                 loss of deduction under Section 280G(a) of the Code.

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

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4.   Confidentiality.  Bob  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  BIF, the Bank
     and their  subsidiaries and affiliates  ("Confidential  Information").  Bob
     will  hold in  confidence  and not  directly  or  indirectly  disclose  any
     Confidential   Information  to  third  parties  unless  disclosure  becomes
     reasonably  necessary in connection  with Bob'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 BIF 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 BIF or any of its
     subsidiaries  or  affiliates  that Bob  prepares or uses will always be the
     sole property of BIF. Bob will promptly  return all originals and copies of
     such Confidential Information and other records, files, documents and other
     materials to BIF if his  employment  with BIF or the Bank is terminated for
     any reason.

5.   Non-Competition Covenant.

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

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

     (d)  Injunctive Relief. Bob agrees that a violation of this Section 5 would
          result in direct,  immediate and irreparable  harm to BIF, and in such
          event,  agrees that BIF, in addition to its other right and  remedies,
          would be  entitled  to  injunctive  relief  enforcing  the  terms  and
          provisions of this Section 5.

6.   Indemnity; Other Protections.

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

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

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

7.   General Provisions.

     (a)  Successors;  Assignment. This Agreement will be binding upon and inure
          to  the   benefit   of  Bob,   BIF  and  their   respective   personal
          representatives,  successors  and  assigns.  For the  purposes of this
          Agreement, any successor or assign of BIF shall be deemed to be "BIF,"
          and any  successor  or  assign  of the Bank  shall be deemed to be the
          "Bank." BIF will require any  successor or assign of BIF or any direct
          or indirect  purchaser or acquiror of all or substantially  all of the
          business,  assets  or  liabilities  of  BIF or the  Bank,  whether  by
          transfer,  purchase,  merger,  consolidation,   stock  acquisition  or
          otherwise,  to assume and agree in writing to perform  this  Agreement
          and BIF's  obligations  hereunder  in the same  manner and to the same
          extent as BIF 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 Bob  and BIF  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  5) 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
          Bob and BIF, and except for the  employment  obligations  set forth in
          Section 1, all rights and  obligations of Bob and BIF hereunder  shall
          survive the termination of this Agreement.

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

     (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 BIF 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.

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<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 BIF, addressed to the principal
          headquarters of BIF, attention:  President Van A. Dukeman, with a copy
          sent to each member of the Board at his/her business  address;  or, if
          to Bob,  to the  address  set  forth  below  Bob'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.

BANKILLINOIS FINANCIAL CO.                  ROBERT F. PLECKI

By:
    --------------------------------        ------------------------------------

Name:
      ------------------------------        ------------------------------------

Title:
       -----------------------------        ------------------------------------
                                            (Address)

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