**Exhibit10(ii)(8)**

 

**MANAGEMENTCONTINUITY AGREEMENT**

 

This Management Continuity Agreement (“Agreement”) is made and enteredinto as of August 4, 2003, by and between Illini Corporation, an Illinois bankholding company organized under the laws of the State of Illinois (“**Illini**”), and Donald L. Deters, 1817 BriarMeadow Court, St. Louis, Missouri **(“Officer”).**

 

**WITNESSETH**

 

**WHEREAS**,the Officer is seeking employment with Illini as Senior Vice President with thesalary as set forth in this Agreement;

 

**WHEREAS**,Illini wishes to attract and retain highly qualified executives and to achievethis goal it is in the best interests of Illini to secure the continuedservices of the Officer regardless of a change in control of Illini, and toreward the Officer in accordance with his contributions to Illini’s success;

 

**WHEREAS**,Illini and Officer are willing, in order to induce the Officer to remain anemployee of Illini, and to provide the Officer a measure of security withrespect to his employment with Illini in the event of a change in control ofIllini so that the Officer will be in a position to act with respect to apossible change in control of Illini in the best interests of Illini and itsshareholders without concern as to the Officer’s own financial security, to agreethat employment of the Officer shall be terminable only in accordance withSection II herein;

 

**WHEREAS,**Illini is willing, inorder to compensate the Officer fairly for the Officer’s contribution to theprosperity of Illini, and in order to induce the Officer to remain inemployment with Illini, to agree that Officer shall be compensated inaccordance with the terms and conditions herein; and

 

**NOW**,**THEREFORE**,Illini and Officer agree as follows:

 

**Section I.  EMPLOYMENT**

 

**A.  Term.**  Illini shall continue to employ Officer asits Senior Vice President until August 4, 2006,  (the “Term”), unless terminated prior to the expiration of theTerm pursuant to Section II herein.

 

**B.  Compensation.**  As compensation for services provided toIllini by Officer pursuant to this Agreement, Illini shall pay the Officer anannual base salary of $91,500.00, which salary may be increased from time totime. It is expressly understood that the annual base salary of Officer shallbe allocated between Illini and a subsidiary or subsidiaries of Illiniaccordance with the time the Officer may devote to a subsidiary orsubsidiaries.  The Officer shall also beeligible to participate in any other compensation and benefit plans generallyavailable to executive employees of Illini of like grade and salary including,but not limited to, retirement plans, group life, disability, accidental deathand dismemberment, travel and accident, and health and

 

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dental insurance plans, incentive compensation plans, stockcompensation plans, deferred compensation plans, supplemental retirement plans,qualified and non-qualified incentive stock option plans, and excess benefitplans. Such other compensation and benefit plans are hereinafter referred tocollectively as the “Compensation and Benefits Plans”.

 

**C.  Duties.** Officer shallperform such duties and functions as are assigned to him by the bylaws ofIllini, as amended or restated by the Board of Directors of Illini. Illinishall provide the Officer with a description of his duties at the inception ofhis employment which shall remain unchanged until such time as changes induties or function are approved by Illini’s Board of Directors. In the event ofan actual or potential Change in Control (as defined in Section II, H) ofIllini, Officer shall perform his duties and function in a manner that isconsistent with the best interests of Illini and its shareholders, withoutregard to the effect that the potential or actual Change in Control may have onthe officer personally.

 

**D.  Duty Of Loyalty.** The Officer shall work full-time for Illinionly, or for a subsidiary thereof, provided that:

 

(a) He may also engage in charitable, civic and othersimilar activities;

 

(b) With the consent of the Board of Directors ofIllini, he may serve as a director of a business organization not competingwith Illini or a subsidiary thereof; and

 

(c) He may make such investment and reinvestment inbusiness activities as shall not require a substantial portion of his time.

 

**E. DutyNot To Disclose Confidential Information.**  The Officer acknowledges that hisrelationship with Illini is one of high trust and confidence, and that he hasaccess to Confidential Information, as hereinafter defined, of Illini.  The Officer shall not directly orindirectly, communicate, deliver, exhibit or provide Confidential Informationto any person, firm, partnership, corporation, organization or entity, exceptas required in the normal course of the Officer’s duties. The duties containedin this paragraph shall be binding upon the Officer during the time that he isemployed under this Agreement and following the termination of such employment.Such duties will not apply to any such Confidential Information that is orbecomes in the public domain through no action on the part of the Officer, isgenerally disclosed to third parities by Illini without restriction on suchthird parties, or is approved for release by written authorization of the Boardof Directors of Illini or subsidiary thereof. The term “Confidential Information” shall mean any and all confidential,proprietary, or secret information relating to the Illini’s business and thebusiness of any subsidiary thereof or related companies, services, customers,business operations, or activities and any and all trade secrets, products,methods of conducting business, information, skills, knowledge, ideas, know-howor devices used in, developed by, or pertaining to Illini’s business and thebusiness of any subsidiary thereof or related companies, and not generallyknown, in whole or in part, in any trade or industry in which Illini or anysubsidiary or related company is engaged.

 

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**SectionII. TERMINATION**

 

**A.  Term of Agreement**.  This Agreement shall run for an initial termof three years from its inception. Subject to the approval of the Board ofDirectors of Illini, or unless Illini terminates for cause, or Officerterminates in accordance with Section II, the original agreement shall be extendedeach year for one additional year for each year that lapses from the initialterm so that the Agreement maintains a length of three years. In the event of atermination by Illini for cause, or by the Officer under Section II, allobligations hereunder shall terminate except as specifically set forth in theAgreement.

 

**B. Voluntary Termination by Officer.**The Officer may voluntarily terminate this Agreement by providing thirty daysnotice to Illini, in which event Illini shall have no further obligation to theOfficer hereunder from the date of such termination except to pay Officerearned but unpaid salary and benefits and to honor vested option rights withoutimposing further condition or reduction thereof, and the Officer shall have nofurther obligation to Illini hereunder except the duty to not discloseConfidential Information in accordance with Section I, E.

 

**C. Termination By Death Of Officer.**In the event the Officer’s employment with Illini is terminated due to theOfficer’s death, Illini shall have no further obligation to the Officer, hisheirs or legatees hereunder from the date of such termination, except to notifyOfficer’s heirs or legatees of earned but unpaid salary and benefits due underthe Compensation and Benefit Plans and the value, terms and condition of vestedoption rights, and to pay Officer’s heirs or legatees amounts due officerhereunder without imposing further condition or reduction thereof and the heirsand legatees of the Officer shall have no further obligation.

 

**D. Termination By Disability OfOfficer.** In the event the Officer’s employment with Illini isterminated due to the Officer’s Permanent Disability, Illini shall have nofurther obligation to the Officer hereunder from the date of such terminationexcept to notify the employee of and pay at the direction of Officer or personempowered by Officer to direct payment earned but unpaid salary and benefitsdue under the Compensation and Benefit Plans and to honor vested option rightswithout imposing further condition or reduction thereof, and Illini shall haveno further obligation to Officer or person empowered by Officer to directpayments due under the Agreement. For purposes of this Agreement, the term“Permanent Disability” means a physical or mental condition of the Officerwhich:

 

1.               Has continueduninterrupted for six months;

 

2.               Is expected tocontinue indefinitely; and

 

3.               Is determined byIllini to render the Officer incapable of adequately performing his duties.

 

In case of dispute in applying “PermanentDisability” to a physical or mental condition of Officer, the test ofdisability used by the United States Social Security Administration for the

 

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same or similar purposes shall be the finalstandard for determining the “Permanent Disability” of the Officer.

 

**E.  Termination by Illini Without Cause.**  Illini may terminate this Agreement withoutcause prior to the Firm Term as hereinafter defined by providing thirty daysnotice to the Officer. In such event, the Officer shall have no furtherobligation to Illini hereunder, except the duty to not disclose ConfidentialInformation in accordance with Section I, E, and Illini shall have no furtherobligation to the Officer hereunder from the date of such termination except(i) to pay to the Officer the salary payments described in Section I, B, in theamount in effect on the date of termination, for a period of twelve months fromthe date of termination, (ii) to pay to the Officer earned but unpaid salaryand any other benefits under the Compensation and Benefit Plans withoutimposing further condition or reduction thereto, and (iii) to pay to theOfficer reasonable expenses of out placement within the financial institutionsor financial industry during the twelve month period following the date oftermination; provided, however, out placement expenses shall be paid only uponactually incurring such expense and Officer’s furnishing of evidence thereof toIllini and shall not include moving or relocation expense; and provided,however, that any benefit to be provided by a Compensation and Benefit Plan maybe provided by Illini through cash or equivalent value or through anonqualified arrangement or arrangements if, in the judgment of Illini,permitting the Officer to participate in such plan after the date oftermination would adversely affect the tax status of such plan, and if, in thejudgment of the Officer, any proposed cash or equivalent value through anonqualified arrangement or arrangement would not materially increase the taxliabilities of Officer under federal or state income tax or estate tax laws.

 

**F.Termination by Illini With Cause**.  Prior to or during the Firm Term, Illini may terminate thisAgreement for Cause.  For purposes ofthis Agreement, Cause shall mean;

 

1.               The Officer’swillful and material breach of a provision of this Agreement;  or

 

2.               The Officerwillfully engages in illegal conduct or gross misconduct, which materially anddemonstrably injures Illini;

 

For purposes of determining whether “Cause” exists, no act or failureto act on the Officer’s part shall be considered “willful” unless it is done,or omitted to be done, by the Officer in bad faith or without reasonable beliefby the Officer that his action or omission was in the best interest of Illini.In the event of the Officer’s termination for Cause, Illini will have nofurther obligation to the Officer under the Agreement from the date of suchtermination.

 

**G.Termination Following Change in Control.**  In the event there is a Change in Control ofIllini, as defined in Section H below, during the Term, and (1) within theperiod commencing twelve months prior to the date of a Change in Control andending twelve months following the date of the Change in Control (the “FirmTerm”), the Officer’s employment hereunder is terminated by the Illini otherthan for Cause, as defined in Section II, F; or (2) Within the Firm Term, theOfficer resigns from his employment hereunder upon thirty days written noticegiven

 

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to Illini within thirty days following a material change in theOfficer’s title, authorities or duties, in effect immediately prior to theChange in Control, a reduction in the compensation or a reduction in benefitsprovided pursuant to this Agreement or the Compensation and Benefit Plans belowthe amount of compensation and benefits in effect immediately prior to theChange in Control, or a change of the Officer’s principal place of employmentwithout his consent to a city more than 25 miles from Springfield, Illinois,then the Officer shall have no further obligation to Illini hereunder, exceptthe duty not to disclose Confidential Information in accordance with Section I,E, and Illini shall have no further obligation to the Officer hereunder fromthe date of termination except (i) to pay to the Officer the salary paymentsdescribed in Section I, B, in the amount in effect on the date of termination,for a period of twelve months from the date of termination, (ii) to pay to theOfficer any other benefits due under the Compensation and Benefit Plans withoutimposing further condition or reduction thereof, and (iii) to pay to theOfficer reasonable expenses of out placement within the financial institutionsindustry or financial industry following the date of termination; provided,however, out placement expenses shall be paid only upon actually incurring suchexpenses and Officer’s furnishing of evidence thereof to the Illini and shallnot include moving or relocation expenses and provided, however, that anybenefit to be provided  by the Illinithrough cash of equivalent values or through a nonqualified arrangement orarrangements if, in the judgment of the Illini, permitting the Officer toparticipate in such plan after the date of termination would adversely affectthe tax status of such plan.

 

**H.Change in Control Defined. **AChange in Control of the Illini shall have occurred:

 

1.               On the fifth daypreceding the scheduled expiration date of a tender offer by, or exchange offerby any corporation, person, other entity or group (other than Illini or any ofits wholly owned subsidiaries), to acquire Voting Stock of Illini if:

 

i.                  After givingeffect to such offer such corporation, person, other entity or group would own50% or more of the Voting Stock of Illini;

 

ii.               There shall havebeen filed documents with the Securities and Exchange Commission in connectiontherewith (or, if no such filing is required, public evidence that the offerhas already commenced); and such corporation, person, other entity or group hassecured all required regulatory approvals to own or control 50% or more of theVoting Stock of Illini;

 

2.               If the shareholdersof Illini approve a definitive agreement to merge or consolidate Illini with orinto another corporation in a transaction in which neither Illini nor any ofits wholly owned subsidiaries will be the surviving corporation, or to sell orotherwise dispose of all or substantially all of Illini’s assets to anycorporation, person, other entity or group (other than Illini or any of itswholly owned subsidiaries), and such definitive agreement is consummated;

 

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i.                  Ifany corporation, person, other entity or group (other than Illini or any of itswholly owned subsidiaries) becomes the Beneficial Owner (as that term isdefined in the Securities and Exchange Commission’s Rule 13d-3 under theSecurities Exchange Act of 1934) of stock representing 50% or more of theVoting Stock of Illini; or

 

ii.               If during anyperiod of two consecutive years Continuing Directors cease to comprise amajority of Illini’s Board of Directors.

 

3.               The term“Continuing Director’ means:

 

i.                  Any member ofthe Board of Directors of the Illini at the beginning of any period of twoconsecutive years; and

 

ii.               Any person whosubsequently becomes a member of the Board of Directors of the Illini, if:

 

(1) Such person’snomination for election or election to the Board of Directors of Illini isrecommended or approved by resolution of a majority of the ContinuingDirectors; or

 

(2) Such person isincluded as a nominee in a proxy statement of the Illini  distributed when a majority of the Board ofDirectors of Illini consists of Continuing Directors.

 

4.               “Voting Stock”means those shares of Illini entitled to vote generally in the election ofdirectors.

 

**I.Termination of Related Offices**.  The parties agree that in the event Officer’s employment byIllini is terminated for any reason, Officer will immediately resign from allother positions or offices held with Illini, including any directorships withIllini, or any subsidiaries thereof.

 

**J.Officer’s Costs of Enforcement**.  Illini shall pay all expenses of Officer, including but notlimited to attorney’s fees, incurred in enforcing payments by Illini pursuantto this Agreement.

 

**Section III. MISCELLANEOUS**

 

**A.Assignment of Officer’s Rights**.  The Officer may not assign, pledge or otherwise transfer any ofthe benefits of this Agreement either before or after termination ofemployment, and any purported assignment, pledge or transfer of any payment tobe made by Illini hereunder shall be void and of no effect.  No payment to be made to the Officerhereunder shall be subject to the claims of creditors of the Officer.

 

**B.Agreements Binding on Successor. **ThisAgreement shall be binding and inure to the benefit of the parties hereto andtheir respective successors, assign, personal representatives, heirs, legateesand beneficiaries.

 

**C.Notices.**  Any noticerequired or desired to be given under this Agreement shall be deemed given ifin writing and sent by first class mail to the Officer or Illini, at his or itsaddress as set

 

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forth above, or to such other address of which either the Officer orIllini shall notify the other in writing.

 

**D.Waiver of Breach**.  Thewaiver by either party of a breach of any provision of this Agreement shall notoperate or be construed as a waiver of any subsequent breach by either theOfficer or Illini.

 

**E.Entire Agreement.** This Agreement contains the entire understanding of the parties andsupersedes prior agreements between Officer and Illini.  It may be modified or amended only by anagreement in writing signed by the party against whom enforcement of any changeor amendment is sought.

 

**G.Severability of Provisions.** If for any reason any paragraph, term or provision of thisAgreement is held to be invalid or unenforceable, all other valid provisionsherein shall remain in full force and effect and all paragraphs, terms and provisionsof this Agreement shall be deemed to be several in nature. An Offer ofEmployment containing various special terms and conditions of the Officer’semployment was made between Illini and Officer and is attached to thisAgreement and incorporated hereinto by this reference.

 

**H.Governing Law**.  ThisAgreement is made in, and shall be governed by, the laws of the State ofIllinois.

 

 

**INWITNESS WHEREOF**, the parties have executed this Agreement asof the day and year first set forth above.

 
| **ILLINI CORPORATION**          | **[OFFICER]**         |
|---------------------------------|-----------------------|
| By:                             | /s/ Burnard K. McHone |   | /s/ Donald L. Deters |   |
| Its:  President       | Date:                 | 3-9-04 |   |
| Date:  August 4, 2003 |                  |
|                                 |                       |  |  |  |  |  |

 

 

 

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**ExhibitA**

 

**DESCRIPTIONOF RESPONSIBILITES AND DUTIES**

 

[Insert or attach job description.]

 

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**ADDENDUM**

 

The purpose of this addendum is to provide details of certain additionsto the standard arrangements offered by Illini that represent agreementsbetween Illini Corporation (“Illini”) and Donald L. Deters regarding thefollowing employment related expenses and other terms and conditions of hisemployment:

 

1.               Illini agreed topay Mr. Deters $550.00 per month for three years for the use of a vehicle inbusiness.  In satisfaction of thisagreement, Illini purchased a vehicle (see attached) and obligated itself tomake payment in lieu of monthly cash payments. Mr. Deters will use the vehicleat no further cost to himself for three years, at which time he will purchasethe vehicle from Illini at an amount equal to the original purchase price less$550.00 per month for three years.

 

2.               Merit review aftersix months of employment and annually thereafter.

 

3.               Adoption ofincentive stock option plan by June 30, 2004, including a recommendation of agrant of 5,000 shares.

 

4.               22 personal days,with 12 personal days for balance of 2003.

 

5.               Illini agreed topay fifty per cent (50%) of the commission on the sale of Mr. Deters residencein St. Louis, and pay temporary housing allowance per attached memo.

 

 
| Signed,                                        | Accepted,        |
|------------------------------------------------|------------------|
| **ILLINI CORPORATION**                         |             |
|                                           |             |
| Burnard K. McHone, President                   | Donald L. Deters |
| Date:                                          | 3-9-04           |   | Date: | 3-9-04 |   |
|                                           |             |
|                                           |             |
| Attachment:   IC Memo Dated July 28, 2003 |             |
|                                                |                  |  |  |  |  |

 

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