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                         MANAGEMENT CONTINUITY AGREEMENT

                  This Management Continuity Agreement ("Agreement") is made and
         entered into as of this 2nd day of March, 1999, by and between Illini
         Corporation, an Illinois corporation with an office at 3200 West Iles
         Avenue, Springfield, Illinois 62707 (the "Company"), and James L.
         Adkins whose address is 309 South Vine, Box 334, Williamsville,
         Illinois 62693 (the "Officer").

                                   WITNESSETH

                  WHEREAS, the Officer is employed by the Company and the
         Company's subsidiary, Illini Bank, an Illinois banking corporation (the
         "Bank"), as an officer of the Company and the Bank, respectively, with
         the title and salary current at the date of this Agreement as set forth
         in this Agreement; and

                  WHEREAS, the Company wishes to attract and retain highly
         qualified executives and to achieve this goal it is in the best
         interests of the Company and the Bank to secure the continued services
         of the Officer regardless of a change in control of the Company; and

                  WHEREAS, the Company is willing, in order to provide the
         Officer a measure of security with respect to his employment with the
         Company and the Bank in the event of a change in control of the Company
         so that the officer will be in a position to act with respect to a
         possible change in control of the Company in the best interests of the
         Company and its shareholders, without concern as to the Officer's own
         financial security, and in order to induce the Officer to remain in
         employment with the Company and the Bank, to agree that employment of
         the Officer shall be terminable only for cause for a limited period
         after a change in control of the Company.

                  NOW, THEREFORE, the Company and the Officer agree as follows:

                                    SECTION 1
                                   EMPLOYMENT

                  1.1 TERM. The Company shall continue to employ the Officer as
         its Vice President of Sales & Service, and shall cause the Bank to
         continue to employ the Officer as its Vice President of Sales & Service
         and the Officer shall remain in employment with the Company and the
         Bank until December 31, 2001 (the "Term") unless terminated prior to
         the expiration of the Term pursuant to Section 2.


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                  1.2 COMPENSATION. As compensation for services provided to the
         Company and the Bank by the Officer pursuant to this Agreement, the
         Company shall cause the Bank to pay the Officer an annual base salary
         of $65,000.00, which salary may be increased from time to time by the
         Company or the Bank. The Officer shall also be eligible to actively
         participate in any other compensation and benefit plans generally
         available to executive employees of the Company or the Bank of like
         grade and salary including, but not limited to, retirement plans, group
         life, disability, accidental death and dismemberment, travel and
         accident, and health and dental insurance plans, incentive compensation
         plans, stock compensation plans, deferred compensation plans,
         supplemental retirement plans and excess benefit plans. Such other
         compensation and benefit plans are hereinafter referred to collectively
         as the "Compensation and Benefits Plans".

                  1.3 DUTIES. The Officer shall perform such duties and
         functions as are assigned to him by the bylaws of the Company and the
         Bank, as amended or restated, the Boards of Directors of the Company
         and the Bank, or by a duly authorized committee of the Boards of
         Directors of the Company and the Bank. In the event of an actual or
         potential Change in Control (as defined in Section 2.9), the Officer
         shall perform his duties and function in a manner that is consistent
         with the best interest of the Company and its shareholders, without
         regard to the effect that the potential or actual Change in Control may
         have on the Officer personally.

                  1.4 DUTY OF LOYALTY. The Officer shall work full-time for the
         Company and the Bank only, provided that:

                  (a.) he may also engage in charitable, civic and other similar
                  activities;

                  (b.) with the consent of the Board of Directors of the
                  Company, he may serve as a director of a business organization
                  not competing with the Company; and

                  (c.) he may make such investments and reinvestment in business
                  activities as shall not require a substantial portion of his
                  time.

                  1.5 DUTY NOT TO DISCLOSE CONFIDENTIAL INFORMATION. The Officer
         acknowledges that his relationship with the Company and the Bank is one
         of high trust and confidence, and that he has access to Confidential
         Information (as hereinafter defined) of the Company and the Bank. The
         Officer shall not directly or indirectly, communicate, deliver, exhibit
         or provide Confidential Information to any person,

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         firm, partnership, corporation, organization or entity, except as
         required in the normal course of the Officer's duties. The duties
         contained in this paragraph shall be binding upon the Officer during
         the time that he is employed by the Company and following the
         termination of such employment. Such duties will not apply to any
         such Confidential Information which is or becomes in the public
         domain through no action on the part of the Officer, is generally
         disclosed to third parties by the Company without restriction on
         such third parties, or is approved for release by written
         authorization of the Board of Directors of the Company. The term
         "Confidential Information" shall mean any and all confidential,
         proprietary, or secret information relating to the Company's or the
         Bank's business, services, customers, business operations, or
         activities and any and all trade secrets, products, methods of
         conducting business, information, skills, knowledge, ideas, know-how
         or devices used in, developed by, or pertaining to the Company's or
         the Bank's business and not generally known, in whole or in part, in
         any trade or industry in which the Company or the Bank is engaged.

                                    SECTION 2
                                   TERMINATION

                  2.1 TERMINATION OF AGREEMENT. Unless sooner terminated in
         accordance with the terms of this Section 2, this Agreement shall
         terminate at the expiration of the Term, and all obligations hereunder
         shall terminate except as specifically set forth in Section 2.5. The
         Officer may, with the consent of the Company, continue in the employ of
         the Company and the Bank after the expiration of the Term on such terms
         and conditions as may be agreed upon by the Company and Officer.

                  2.2 TERMINATION BY THE OFFICER. The officer may voluntarily
         terminate this Agreement by providing thirty days notice to the
         Company, in which event the Company shall have no further obligation to
         the Officer hereunder from the date of such termination and the Officer
         shall have no further obligation to the Company hereunder except the
         duty to not disclose Confidential Information in accordance with
         Section 1.5. In the event the Officer's employment with the Company and
         the Bank is terminated due to the Officer's death, the Company shall
         have no further obligation to the Officer, his heirs or legatees
         hereunder from the date of such termination, except to pay any benefits
         due under the Compensation and Benefit Plans. In the event the
         Officer's employment with the Company and the Bank is terminated due to


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         the Officer's Permanent Disability, the Company shall have no further
         obligation to the Officer, hereunder from the date of such termination,
         except, to pay benefits due under the Compensation and Benefit Plans.

                  For purposes of this Agreement, the term "Permanent
         Disability" means a physical or mental condition of the Officer which:

                           (a)      has continued uninterrupted for six months;

                           (b)      is expected to continue indefinitely; and

                           (c)      is determined by the Company to render the
                                    Officer incapable of adequately performing
                                    his duties under Section 1.3 of this
                                    Agreement.

                  2.3 TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may
         terminate this Agreement without cause prior to the Firm Term (as
         hereinafter defined), by providing thirty days notice to the Officer.
         In such event, the Officer shall have no further obligation to the
         Company hereunder, except the duty to not disclose Confidential
         Information in accordance with Section 1.5, and the Company shall have
         no further obligation to the Officer hereunder from the date of such
         termination except (i) to pay to the Officer the salary payments
         described in Section 1.2, in the amount in effect on the date of
         termination, for a period of six months from the date of termination,
         (ii) to pay to the Officer any other benefits due under the
         Compensation and Benefit Plans for a period of six months from the date
         of termination, and (iii) to pay to the Officer reasonable expenses of
         out placement within the financial institutions industry during the six
         month period following the date of termination; provided, however, out
         placement expenses shall be paid only upon actually incurring such
         expense and Officer's furnishing of evidence thereof to the Company and
         shall not include moving or relocation expense; and provided, however,
         that any benefit to be provided by a Compensation and Benefit Plan may
         be provided by the Company through cash of equivalent value or through
         a nonqualified arrangement or arrangements if, in the judgment of the
         Company, permitting the Officer to participate in such plan after the
         date of termination would adversely affect the tax status of such plan.

                  2.4 TERMINATION BY THE COMPANY WITH CAUSE. Prior to or during
         the Firm Term, the Company may terminate this Agreement for Cause. For
         purposes of this Agreement, Cause shall mean;


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                           (a)      the Officer's willful and material breach of
                                    the provision of this Agreement after the
                                    Board of Directors delivers a written demand
                                    to cure such breach, which specifically
                                    identifies the manner in which the Board of
                                    Directors believes that the Office has not
                                    substantially performed his duties, or

                           (b)      the Officer willfully engages in illegal
                                    conduct or gross misconduct which materially
                                    and demonstrably injures the Company or the
                                    Bank.

         For purposes of determining whether "Cause" exists, no act or failure
         to 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 belief by the Officer that his action or omission was in the
         best interest of the Company.

                  In the event of the Officer's termination for Cause, the
         Company will have no further obligation to the Officer under the
         Agreement from the date of such termination.

                  2.5 TERMINATION FOLLOWING CHANGE IN CONTROL. In the event
         there is a Change in Control of the Company, as defined in Section 2.6,
         during the Term, and:

                           (a)      within the period commencing three months
                                    prior to the date of a Change in Control and
                                    ending six months following the date of the
                                    Change in Control (the "Firm Term"), the
                                    Officer's employment hereunder is terminated
                                    by the Company other than for Cause, as
                                    defined in Section 2.4; or

                           (b)      within the Firm Term, the Officer resigns
                                    from his employment hereunder upon thirty
                                    days written notice given to the Company
                                    within thirty days following a material
                                    change in the Officer's title, authorities
                                    or duties, in effect immediately prior to
                                    the Change in Control, a reduction in the
                                    compensation or a reduction in benefits
                                    provided pursuant to this Agreement or the
                                    Compensation and Benefit Plans below the
                                    amount of compensation and benefits in
                                    effect immediately prior to the Change in
                                    Control, or a change of the Officer's
                                    principal place of employment without his
                                    consent to a city more than 25 miles from
                                    Springfield, Illinois,

         then the Officer shall have no further obligation to the Company
         hereunder, except the duty not to disclose Confidential Information in
         accordance with Section 1.5, and the Company shall have no further
         obligation to the Officer hereunder from the date of termination except
         (i) to pay to the Officer the salary payments described in Section 1.2,
         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 the Officer
         any other benefits due under the Compensation and Benefit Plans for a
         period of twelve months from the date of termination and (iii) to pay
         to the Officer

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         reasonable expenses of out placement within the financial
         institutions industry during the twelve month period following the
         date of termination; provided, however, out placement expenses shall
         be paid only upon actually incurring such expenses and Officer's
         furnishing of evidence thereof to the Company and shall not include
         moving or relocation expenses and provided, however, that any
         benefit to be provided by a Compensation and Benefit Plan may be
         provided by the Company through cash of equivalent value or through
         a nonqualified arrangement or arrangements if, in the judgment of
         the Company, permitting the Officer to participate in such plan
         after the date of termination would adversely affect the tax status
         of such plan.

                  2.6 CHANGE IN CONTROL DEFINED. A Change in Control of the
         Company shall have occurred:

                           (a)      on the fifth day preceding the scheduled
                                    expiration date of a tender offer by, or
                                    exchange offer by any corporation, person,
                                    other entity or group (other than the
                                    Company or any of its wholly owned
                                    subsidiaries), to acquire Voting Stock of
                                    the Company if:

                                    (i)      after giving effect to such offer
                                             such corporation, person, other
                                             entity or group would own 50% or
                                             more of the Voting Stock of the
                                             Company;

                                    (ii)     there shall have been filed
                                             documents with the Securities and
                                             Exchange Commission in connection
                                             therewith (or, if no such filing is
                                             required, public evidence that the
                                             offer has already commenced); and

                                    (iii)    such corporation, person, other
                                             entity or group has secured all
                                             required regulatory approvals to
                                             own or control 50% or more of the
                                             Voting Stock of the Company;

                           (b)      if the shareholders of the Company approve a
                                    definitive agreement to merge or consolidate
                                    the Company with or into another corporation
                                    in a transaction in which neither the
                                    Company nor any of its wholly owned
                                    subsidiaries will be the surviving
                                    corporation, or to sell or otherwise dispose
                                    of all of substantially all of the Company's
                                    assets to any corporation, person, other
                                    entity or group (other than the Company or
                                    any of its wholly owned subsidiaries), and
                                    such definitive agreement is consummated;

                           (c)      if any corporation, person, other entity or
                                    group (other than the Company or any of its
                                    wholly owned subsidiaries) becomes the
                                    Beneficial Owner (as that term is defined in
                                    the Securities and Exchange Commission's
                                    Rule 13d-3 under the Securities Exchange Act
                                    of 1934) of stock representing 50% or more
                                    of the Voting Stock of the Company; or

                           (d)      if during any period of two consecutive
                                    years Continuing Directors cease to comprise
                                    a majority of the Company's Board of
                                    Directors.

         The term "Continuing Director' means:

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                           (a)      any member of the Board of Directors of the
                                    Company at the beginning of any period of
                                    two consecutive years; and

                           (b)      any person who subsequently becomes a member
                                    of the Board of Directors of the Company,
                                    if:

                                    (i)      such person's nomination for
                                             election or election to the Board
                                             of Directors of the Company is
                                             recommended or approved by
                                             resolution of a majority of the
                                             Continuing Directors; or

                                    (ii)     such person is included as a
                                             nominee in a proxy statement of the
                                             Company distributed when a majority
                                             of the Board of Directors of the
                                             Company consists of Continuing
                                             Directors.

                  "Voting Stock" shall mean those shares of the Company entitled
         to vote generally in the election of directors.

                  2.7 TERMINATION OF RELATED OFFICERS. The parties agree that in
         the event Officer's employment by the Company is terminated for any
         reason, Officer will immediately resign from all other positions or
         offices held with the Company, including any directorships with the
         Company or the Bank.

                  2.8 OFFICER'S COSTS OF ENFORCEMENT. The Company shall pay all
         expenses of the Officer, including but not limited to attorney's fees,
         incurred in enforcing payments by the Company pursuant to this
         Agreement.

                                    SECTION 3
                                  MISCELLANEOUS

                  3.1 ASSIGNMENT OF OFFICER'S RIGHTS. The Officer may not
         assign, pledge or otherwise transfer any of the benefits of this
         Agreement either before or after termination of employment, and any
         purported assignment, pledge or transfer of any payment to be made by
         the Company hereunder shall be void and of no effect. No payment to be
         made to the Officer hereunder shall be subject to the claims of
         creditors of the Officer.

                  3.2 AGREEMENTS BINDING ON SUCCESSORS. This Agreement shall be
         binding and inure to the benefit of the parties hereto and their
         respective successors, assigns, personal representatives, heirs,
         legatees and beneficiaries.

                  3.3 NOTICES. Any notice required or desired to be given under
         this Agreement shall be deemed given if in writing and sent by first
         class mail to the Officer or the Company at his or its address as set
         forth above, or to such other address of which either the Officer or
         the Company shall notify the other in writing.

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                  3.4 WAIVER OF BREACH. The waiver by either party of a breach
         of any provision of this Agreement shall not operate or be construed as
         a waiver of any subsequent breach by either the Officer or the Company.

                  3.5 ENTIRE AGREEMENT. This Agreement contains the entire
         understanding of the parties and supersedes the Personal Service
         Contract between the Officer, the Company and the Bank, which was
         effective October 30, 1996. It may be modified or amended only by an
         agreement in writing signed by the party against whom enforcement of
         any change or amendment is sought.

                  3.6 SEVERABILITY OF PROVISIONS. If for any reason any
         paragraph, term or provision of this Agreement is held to be invalid or
         unenforceable, all other valid provisions herein shall remain in full
         force and effect and all paragraphs, terms and provisions of this
         Agreement shall be deemed to be severable in nature.

                  3.7 GOVERNING LAW. This Agreement is made in, and shall be
         governed by, the laws of the State of Illinois.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
         as of the day and year first set forth above.


                                   /s/ James L. Adkins
                                   ---------------------------
                                       Officer

                                   ILLINI CORPORATION
                                   By:  /s/ Thomas A. Black
                                   ---------------------------
                                   Its: Chairman