Exhibit 10.7



                                 PAUL E. DONOHUE

                              EMPLOYMENT AGREEMENT



THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into as of the
_17_ day of ___February______,  2004 (the "Effective Date"), by and between Main
Street  Trust,  Inc.,  a  Delaware  Corporation  ("MSTI")  and  PAUL E.  DONOHUE
("Paul").

                                    RECITALS

A.   MSTI  desires to employ  Paul as the  Executive  Vice  President-Sales  and
     Marketing of MSTI.

B.   Paul desired to become employed as the Executive Vice  President-Sales  and
     Marketing of MSTI.

C.   MSTI and Paul 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  Paul or MSTI  might  ever make to
     terminate his employment and this Agreement.

D.   MSTI and Paul  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 Paul agree as follows:

                                   AGREEMENTS

Section 1. Term with Automatic Renewal Provision. The term of this Agreement and
Paul's employment hereunder will be two (2) years commencing as of the Effective
Date.  This  Agreement  and  the  term  of  Paul's  employment   hereunder  will
automatically  renew  for one (1)  additional  year on each  anniversary  of the
Effective  Date  unless  this  Agreement  and Paul'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
     Paul, and Paul agrees to serve, as the Executive Vice  President-Sales  and
     Marketing 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. Paul's duties, authority and responsibilities as the Executive Vice
     President-Sales  and  Marketing 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.

(c)  Care and Loyalty. Paul will devote his 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 his duties to MSTI
     and its subsidiaries.

(d)  Transfers.  The Board may, in its sole discretion,  cause Paul'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 Paul for his services as follows
during the term of this Agreement and his employment hereunder:

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

(b)  Discretionary  Performance  Bonus. MSTI will consider Paul for a bonus each
     year based on performance  criteria  established by the Board and/or Paul'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.

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(c)  Profit Sharing Benefit.  Paul will receive an annual profit sharing benefit
     of up to 10% of the  combined  amount of his annual  Base  Salary  and,  if
     applicable,   his   performance   bonus  after  he  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 Paul 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 Paul 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 Paul to entertain  clients and  prospective
     clients  of MSTI at the  country  club to which he  belongs,  and thus will
     reimburse  Paul's dues for his 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  Paul  for all  travel,
     entertainment  and other  out-of-pocket  expenses  that he  reasonably  and
     necessarily  incurs in the  performance  of his duties.  Paul will document
     these expenses to the extent  necessary to comply with all applicable  laws
     and internal policies.

(g)  Other  Benefits.  Paul 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.  Paul will receive at least 15 days of paid  vacation  annually,
     subject to MSTI's general vacation policy.

(i)  Withholding.  Paul  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 him.

Section 4. Termination.

(a)  Termination Without Cause. Either MSTI or Paul may terminate this Agreement
     and Paul'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 Paul  voluntarily  terminates his 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 Paul such
     Base  Salary as shall  have  accrued  through  the  effective  date of such
     termination and MSTI shall have no further obligations to Paul.

(b)  Termination  for  Cause.  MSTI may  terminate  this  Agreement  and  Paul's
     employment  hereunder for Cause by delivering written notice of termination
     to Paul no  less  than  thirty  (30)  days  before  the  effective  date of
     termination. "Cause" for termination will exist if: (i) Paul 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 Paul's senior  officers;  (ii) Paul engages in a breach of fiduciary
     duty or act of  dishonesty  involving  the  affairs of MSTI;  (iii) Paul 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)
     Paul commits a material breach of his obligations under this Agreement;  or
     (v) Paul fails to perform his duties to MSTI with the degree of skill, care
     or  competence  expected by the Board and/or  Paul's  senior  officers.  If
     Paul's  employment is terminated  pursuant to this Section 4(b),  then MSTI
     shall only be required  to pay Paul such Base Salary as shall have  accrued
     through  the  effective  date of such  termination  and MSTI  shall have no
     further obligations to Paul.

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<PAGE>

(c)  Constructive Discharge. If Paul is ever Constructively  Discharged,  he may
     terminate this Agreement and his 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  Paul's  prior  consent:  (i)  Paul is not
     reelected  to or is removed as an Executive  Vice  President of MSTI (other
     than by promotion to a higher position);  (ii) MSTI fails to vest Paul with
     or removes  from him the duties,  responsibilities,  authority or resources
     that he reasonably needs to competently  perform his duties as an Executive
     Vice  President of MSTI;  (iii) MSTI notifies  Paul that it is  terminating
     this  Agreement  pursuant to Section  4(a);  (iv) MSTI  changes the primary
     location of Paul'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 Paul gives MSTI written notice of the breach.

(d)  Termination  upon Change of Control.  Paul 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 MSTI or
     its  successor no less than thirty (30) days before the  effective  date of
     termination.  After one year  following  the  Change of  Control,  Paul may
     terminate this  Agreement and his  employment  hereunder only in accordance
     with Section 4(a) or (c).

     (i)    A "Change of Control"  will be deemed to have  occurred  if: (A) any
            person (as such term is  defined  in  Section  13(d) or 14(d) of the
            Securities  Exchange  Act of 1934,  as  amended  (the  "1934  Act"))
            acquires  beneficial  ownership  (within  the  meaning of Rule 13d-3
            promulgated  under the 1934 Act) of 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 Paul  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
     Paul's employment  hereunder if Paul 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,  Paul is unable to perform his 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 Paul dies during
     the  term of this  Agreement,  effective  on the  date  of his  death.  Any
     payments  that are owing to Paul under this  Agreement  or otherwise at the
     time of his death will be made to whomever Paul may designate in writing as
     his  beneficiary,  or  absent  such  a  designation,  to  the  executor  or
     administrator of his estate.

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<PAGE>

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

     (i)    If this Agreement and Paul's employment  hereunder are terminated by
            MSTI without Cause  pursuant to Section 4(a), or by reason of Paul's
            Constructive  Discharge pursuant to Section 4(c), MSTI will pay Paul
            an amount  equal to the sum of (A) his then  applicable  annual Base
            Salary,  plus (B) the amount of the most  recent  performance  bonus
            that MSTI awarded to Paul  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 Paul or for his  benefit  under  all  applicable
            retirement  and other  employee  benefit  plans had he  remained  in
            MSTI's employ  through the last day of the then current  term.  MSTI
            will  also  continue  to  provide  Paul and his  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 Paul
            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 Paul 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 Paul an amount equal
            to two (2) times the Severance  Payment if this Agreement and Paul's
            employment  are  terminated  by Paul 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 Paul and his 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 Paul
            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  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  Paul  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  Paul'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 Paul six (6)
            times the monthly amount of MSTI's share of the premium.

     (iii)  All payments that become due to Paul 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 Paul'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 Paul under this Section 4(g) whether or not he obtains  other
            employment  following  termination  or takes steps to  mitigate  any
            damages that he claims to have sustained as a result of termination.
            The  payments and other  benefits  provided for in this Section 4(g)
            are intended to supplement any  compensation  or other benefits that
            have accrued or vested with respect to Paul or for his account as of
            the effective date of termination.

     (iv)   MSTI and Paul  intend  that no  portion  of any  payment  under this
            Agreement, or payments to or for the benefit of Paul 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 Paul 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 Paul
            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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(h)  Payment Equalization.  If MSTI is paying, or in the case of a lump sum, has
     paid, Paul a Severance  Benefit under Section 4(g), then Paul 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),  Paul agrees that he will execute a general  release of
     MSTI and its  affiliates,  substantially  in the form  attached  hereto  as
     Exhibit A.

Section 5. Confidentiality.  Paul 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  MSTI  and its
subsidiaries  and  affiliates  ("Confidential  Information").  Paul will hold in
confidence and not directly or indirectly disclose any Confidential  Information
to third parties unless disclosure  becomes  reasonably  necessary in connection
with Paul'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 MSTI 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 MSTI or any of its
subsidiaries  or  affiliates  that Paul prepares or uses will always be the sole
property of MSTI.  Paul will  promptly  return all  originals and copies of such
Confidential Information and other records, files, documents and other materials
to MSTI if his employment with MSTI is terminated for any reason.

Section 6. Non-Competition Covenant.

(a)  Restrictive  Covenant.  MSTI and Paul have  jointly  reviewed  the customer
     lists and operations of MSTI and agree that MSTI's primary service area for
     its  lending and deposit  activities  encompasses  a fifty (50) mile radius
     from MSTI's main office in  Champaign,  Illinois.  Paul agrees that,  for a
     period of one (1) year after the  termination  of this  Agreement,  he 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.

     (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
            lending  and  deposit  taking  activities  within a fifty  (50) mile
            radius of MSTI's main office.

(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 area of MSTI as it existed  immediately  before
     the  succession  or  assumption  occurred  and will not apply to any of the
     successor's other offices.

(c)  Investment Exception.  Section 6(a) will not prohibit Paul 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.  Paul 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.

Section 7. Indemnity; Other Protections.

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

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(b)  Advancement  of  Expenses.  In the event that Paul  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  him  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 Paul 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 Paul to reimburse
     MSTI for all Expenses  actually paid by MSTI to or on behalf of Paul in the
     event it shall be ultimately determined that MSTI cannot lawfully indemnify
     Paul  for such  Expenses,  and to  assign  to MSTI  all  rights  of Paul 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 Paul.

(c)  Litigation.  Unless  precluded  by  an  actual  or  potential  conflict  of
     interest,  MSTI  will  have  the  right  to  recommend  counsel  to Paul to
     represent  him in  connection  with any claim  covered  by this  Section 7.
     Further,  Paul'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 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 Paul, 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 Paul 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 Paul 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.

(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.

                                       6
<PAGE>

(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; or, if to Paul, to the address set forth below Paul'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:
      ----------------------------      ----------------------------------------
      Paul Donohue                      President and CEO


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

                                        ----------------------------------------
                                        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  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.  ______  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 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  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 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.

Main Street Trust, Inc.


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


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

                                       9