**Exhibit 10iii.5**

** **

**MANAGEMENTCONTINUITY AGREEMENT**

 

This ManagementContinuity Agreement (“Agreement”) is made and entered into **as of**December31,****2002,by and between Illini Corporation (“BHC”), a bank holding company organizedunder the laws of Illinois, Illini Bank (“BANK), **a**bank organized under thelaws of Illinois (unless separately identified BHC and Bank are collectivelyreferred to hereafter as “Illini”), and George A. Rosenbaum****(“Officer”), 4001 FieldingDrive, Springfield, Illinois.

 

**WITNESSETH**

 

**WHEREAS,** the Officer is seeking employmentwith Illini as chief financial officer with the salary as set forth in thisAgreement;

 

**WHEREAS,**Illini wishes to attract andretain highly qualified executives and to achieve this goal it is in the****bestinterests of Illini to secure the continued services of the Officer regardlessof a change in control of Illini and to reward the Officer in accordance withhis contributions to Illini’s success;

 

**WHEREAS,** In order to provide the Officer ameasure of security with respect to his employment with Illini in the event ofa change in control of mini so that the Officer will be in a position to actwith respect to a possible change in control of Illini in the best interests ofIllini and its shareholders, without concern as to the Officer’s own financialsecurity, and in order to induce the Officer to remain in employment withIllini, Illini and Officer are willing to agree that employment of the Officershall be terminable only for such reasons and upon such conditions as arespecifically set forth in the employment agreement between Illini and Officer;

 

**WHEREAS,**Illini is willing, in order tocompensate the Officer fairly for the Officer’s contribution to the prosperityof Illini, and in order to induce the Officer to remain in employment withIllini, to agree that Officer shall be compensated in accordance with the termsand conditions herein; and

 

**NOW, THEREFORE,** Illini and Officer agree asfollows:

 

 

**Section1. EMPLOYMENT**

 

**(1.1) Term.**Illini shall continue to employthe Officer as its chief financial officer until December 31, 2005, (the“Term”) unless terminated prior to the expiration of the Term pursuant toSection 2.

 

**(1.2) Compensation.** As compensation forservices provided to Illini by the Officer pursuant to this Agreement, Illinishall pay the Officer an annual base salary of $93,500.00, which salary may beincreased from time to time. The

 

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Officer shall also beeligible to actively participate in any other compensation and benefit plansgenerally available to executive employees of Illini of like grade and salaryincluding, but not limited to, retirement plans, group life, disability,accidental death and dismemberment, travel and accident, and health and dentalinsurance plans, incentive compensation plans, stock compensation plans,deferred compensation plans, supplemental retirement plans, qualified andnon-qualified incentive stock option plans, and excess benefit plans, all asdescribed from time to time in Exhibit A which shall be updated at leastannually. Such other compensation and benefit plans are hereinafter referred tocollectively as the “Compensation and Benefits Plans”.

 

**(1.3) Duties.** Officer shall perform suchduties and functions as are assigned to him by the bylaws of Illini, as amendedor restated, by the Boards of Directors of Illini, or by a duly authorizedcommittee of the Boards of Directors of Illini. The duties of the Officer shallbe described in detail in Exhibit B to this Agreement which, ifnecessary, shall be updated at least annually. In the event of an actual orpotential Change in Control (as defined in Section 2.9), the Officer shallperform his duties and function in a manner that is consistent with the bestinterest of Illini and its shareholders, without regard to the effect that thepotential or actual Change in Control may have on the officer personally.

 

**(1.4) Duty Of Loyalty.** The Officer shallwork full-time******forIllini only, or for a subsidiary thereof, provided that:

 

(a)  He may also engage in charitable, civic andother similar activities;

 

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

 

(c) He may makesuch investment and reinvestment in****business activities as shall not require asubstantial****portion of****his time.

 

**(1.5) Duty Not To Disclose Confidential Information.**TheOfficer acknowledges that****his relationship****with Illini is one of****hightrust and confidence, and that he has access to Confidential Information (ashereinafter defined) of****Illini. The Officer shall not directly orindirectly, communicate, deliver, exhibit or provide Confidential Informationto any person, firm, partnership, corporation, organization or entity, except asrequired in the normal course of the Officer’s duties.****The duties****containedin****thisparagraph shall be binding upon the Officer during the time that he is employedunder this Agreement and following the termination of such employment. Suchduties will not apply to any such Confidential Information that is or becomesin the public domain through no action on the part of the Officer, is generallydisclosed to third parities by Illini without restriction on such thirdparties, or is approved for release by

 

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written authorization ofthe Board of Directors of Illini. The term “Confidential Information” shallmean any and all confidential, proprietary, or secret information relating toIllini’s business, services, customers, business operations, or activities andany and all trade secrets, products, methods of conducting business,information, skills, knowledge, ideas, know-how or devices use in, developedby, or pertaining to Illini’s business and not generally known, in whole or inpart, in any trade or industry in which Illini is engaged. The terms,definitions, and provision of the Illinois Trade Secrets Act, 765 ILCS 1065/1through 1065/9 are incorporated herein by reference and made a part hereof.

 

**Section2. TERMINATION**

 

**(2.1)Termination of Agreement.** Upon approval by the Board ofDirectors of Illini Corporation, this Agreement shall upon its maturity on December31, 2005 be extended from that date for one additional year and thereafterupon approval by the Board of Directors of Illini shall be extended inincrements of one year upon each subsequent anniversary date unless Illiniterminates or Officer terminates in accordance with Section 2.2. In the eventof a termination by Illini or by the Officer all obligations hereunder shallterminate except as specifically set forth in the Agreement.

 

**(2.2)Termination by Officer.**

 

VoluntaryTermination. The officer may voluntarily terminate this Agreement by providingthirty days notice to Illini, in which event Illini shall have no furtherobligation to the Officer hereunder from the date of such termination except topay Officer earned but unpaid salary and benefits and to honor vested optionrights without imposing further condition or reduction thereof and the Officershall have no further obligation to Illini hereunder except the duty to notdisclose Confidential Information in accordance with Section 1.5 and the dutyto not engage in any way in competition with Illini for a period of one year.

 

**TerminationBy Retirement.** In the event Officer retires from Illini,Illini shall have no further obligation to the Officer, his heirs, or legateeshereunder from the date of such termination, except to pay Officer or his heirsor legatees earned but unpaid salary and benefits due under the Compensationand Benefit Plans and to honor vested option rights without imposing furthercondition or reduction thereof, and the heirs and legatees of the Officer shallhave no further obligation. For purposes of this Agreement, to retire means thevoluntary and permanent cessation of work by Officer with the intention to notresume work of any type.

 

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**Termination By Death.**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 payhis heirs or legatees earned but unpaid salary and benefits due under theCompensation and Benefit Plans and to honor vested option rights withoutimposing further condition or reduction thereof and the heirs and legatees ofthe Officer shall have no further obligation.

 

**Termination By Disability.** In the event theOfficer’s employment with the Illini is terminated due to the Officer’sPermanent Disability, Illini shall have no further obligation to the Officerhereunder from the date of such termination except to pay at the direction ofOfficer or person empowered by Officer to direct payment earned but unpaidsalary and benefits due under the Compensation and Benefit Plans and to honorvested option rights without imposing further condition or reduction thereofand Illini shall have no further obligation to Officer or person empowered byOfficer to direct payments due under the Agreement. For purposes of thisAgreement, the term “Permanent Disability” means a physical or mental conditionof the Officer which:

 

(a)  Has continued uninterrupted for six months;

 

(b)  Is expected to continue indefinitely; and

 

(c)  Is determined by Illini to render the Officerincapable of adequately

 

performing hisduties under Section 1.3 of this Agreement.

 

In case of dispute inapplying “Permanent Disability” to a physical or mental condition of Officer,the test of disability used by the United States Social Security Administrationfor the same or similar purposes shall be the final standard for determiningthe “Permanent Disability” of the Officer.

 

**(2.3) Termination By Illini.**

 

**Termination Without Cause.**Illini mayterminate this Agreement without cause prior to a period of time twelve monthsbefore and twelve months after a Change of Control of Illini Corporation,hereinafter known as the “Firm Term”, by providing thirty days notice to theOfficer. In such event, the Officer shall have no further obligation to Illinihereunder, except the duty to not disclose Confidential Information inaccordance with Section 1.5, and Illini shall have no further obligation to theOfficer hereunder from the date of such termination except (i) to pay to theOfficer the salary payments described in Section 1.2, in the amount in effecton the date of termination, for a period of twelve months from the date oftermination, (ii) to pay to the Officer that salary earned but unpaid prior todate of termination, and any other benefits under the Compensation and BenefitPlans without imposing further condition or

 

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reduction, and (iii) topay to the Officer reasonable expenses of out placement within the financialservices 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 if, in the judgment of Illini, permitting the Officerto participate in such plan after the date of termination would adverselyaffect the tax status of such plan, and if~ in the judgment of the Officer, anyproposed cash or equivalent value through a nonqualified arrangement would notmaterially increase the tax liabilities of Officer under federal or stateincome tax or estate tax laws.

 

**Termination With Cause.** Illini mayterminate this Agreement for Cause at any time. For purposes of this Agreement,Cause shall mean;

 

(a)              An act ofinsubordination by Officer that the Officer leaves uncorrected after writtennotice of the act by Illini, or upon a second or repeated act ofinsubordination;

 

(b)             Violation of federalor state banking law or regulation resulting in a formal action against Officerby any regulatory body or agency;

 

(c)              The Officer’swillful and material breach of a provision of this Agreement after the Board ofDirectors delivers a written demand to cure such breach, which specificallyidentifies the manner in which the Board of Directors believes that the Officerhas willfully and materially breached his duties, or

 

(d)             The Officer willfullyengages in illegal conduct or gross misconduct that, in the opinion of theBoard of Directors, materially injures Illini.

 

For purposes ofdetermining whether “Cause” exists, no act or failure to act, on the Officer’spart 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 hisaction or omission was in the best interest of Illini. In the event of theOfficer’s termination for Cause, Illini will have no further obligation to theOfficer under the Agreement from the date of such termination.

 

Termination with causeshall be approved by a majority of the Board of Directors of IlliniCorporation.

 

**(2.4) Termination Related to Change in Control of IlliniCorporation.**In the event there is a****Change in Control of IlliniCorporation, as defined in Section 2.6(a), during the Term, and:

 

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(a)   Within the period commencingtwelve months prior to the date of a Change in Control and ending twelvemonths following the date of the Change in Control (the “Firm Term”), theOfficer’s employment hereunder is terminated by Illini other than for Cause, asdefined in Section 2.3; or

 

(b)   Within the Firm Term, theOfficer resigns from his employment hereunder upon thirty days written noticegiven to Illini within thirty days following a material change in the Officer’stitle, authorities or duties, in effect immediately prior to the Change inControl, a reduction in the compensation or a reduction in benefits providedpursuant to this Agreement or the Compensation and Benefit Plans below theamount of compensation and benefits in effect immediately prior to the Changein Control, or a change of the Officer’s principal place of employment withouthis consent to a city more than 25 miles from Springfield, Illinois,

 

then the Officer shallhave no further obligation to Illini hereunder, except the duty not to discloseConfidential Information in accordance with Section 1.5, and Illini shall haveno further obligation to the Officer hereunder from the date of terminationexcept (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 twelvemonths from the date of termination, (ii) to pay to the Officer any otherbenefits due under the Compensation and Benefit Plans without imposing furthercondition or reduction thereof, and (iii) to pay to the Officer reasonableexpenses of out placement within the financial institutions industry orfinancial industry following the date of termination; provided, however, outplacement expenses shall be paid only upon actually incurring such expenses andOfficer’s furnishing of evidence thereof to Illini and shall not include movingor relocation expenses and provided, however, that any benefit to be providedby Illini through cash or equivalent values or through a nonqualifiedarrangement or arrangements if, in the judgment of Illini, permitting theOfficer to participate in such plan after the date of termination wouldadversely affect the tax status of such plan.

 

**(2.5) Termination Related to a Change of Control of aSubsidiary of Illini Corporation.**In****the event there is a Change****inControl of a subsidiary of Illini Corporation, as defined in****thatpart of Section****2.6(b), then the Officer shall have no further obligation toIllini hereunder, except the duty not to disclose Confidential Information inaccordance with Section 1.5, and Illini shall have no further obligation to theOfficer hereunder from the date of termination except (i) to pay to the Officerthe salary payments described in Section 1.2, in the amount

 

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in effect on the date oftermination, for a period of twelve months from the date of termination, iii’)to pay to the Officer any other benefits due under the Compensation and BenefitPlans without imposing further condition or reduction thereof, and (iii) to payto the Officer reasonable expenses of out placement within the financialinstitutions industry or financial industry following the date of termination;provided, however, out placement expenses shall be paid only upon actuallyincurring such expenses and Officer’s furnishing of evidence thereof to Illiniand shall not include moving or relocation expenses and provided, however, thatany benefit to be provided by Illini through cash or equivalent values orthrough a nonqualified arrangement or arrangements if, in the judgment ofIllini, permitting the Officer to participate in such plan after the date oftermination would adversely affect the tax status of such plan.

 

**(2.6) (a) Change in Control of Illini Corporation Defined.**AChange in Control of Illini Corporation****shall have occurred:

 

(a)  On the fifth day preceding the scheduledexpiration date of a tender offer by, or exchange offer by any corporation,person, other entity or group (other than Illini Corporation or any of itswholly owned subsidiaries), to acquire Voting Stock of Illini Corporation if:

 

(i)   After giving effect to such offer suchcorporation, person, other entity, or group would own 50% or more of the VotingStock of****IlliniCorporation;

 

(ii)  There shall have been filed documents with theSecurities and Exchange Commission in connection therewith (or, if no suchfiling is required, public evidence that the offer has already commenced); andsuch corporation, person, other entity, or group has secured all requiredregulatory approvals to own or control 50% or more of the Voting Stock ofIllini Corporation;

 

(b)  If the shareholders of Illini Corporationapprove a definitive agreement to merge or consolidate Illini Corporation withor into another corporation in a transaction in which neither IlliniCorporation nor any of its wholly owned subsidiaries will be the****survivingcorporation, or to sell or otherwise dispose of all or substantially all of theassets of Illini Corporation to any corporation, person, other entity, or group(other than the Illini Corporation or any of its wholly owned subsidiaries),and such definitive agreement is consummated;

 

(c)  If any corporation, person, other entity orgroup (other than Illini Corporation or any of its wholly owned subsidiaries)becomes the

 

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Beneficial Owner(as that term is defined in the Securities and Exchange Commission’s Rule 13d-3under the Securities Exchange Act of 1934) of stock****representing 50% or more ofthe Voting Stock of****Illini Corporation; or

 

(d)   If during any period of twoconsecutive years Continuing Directors cease to comprise a majority of theBoard of Directors of Illini Corporation.

 

The term “ContinuingDirector’ means:

 

(a)   Any member of the Board ofDirectors of Illini Corporation at the

 

beginning of anyperiod of two consecutive years; and

 

(b)   Any****person who****subsequentlybecomes a member of the Board of

 

Directors ofIllini Corporation, if:

 

(i)   Such person’s nomination forelection or election to the Board of Directors of Illini Corporation or****IlliniCorporation is recommended or approved by resolution of a majority of theContinuing Directors; or

 

(ii)  Such person is included anominee in a****proxy statement of the Illini Corporation distributed when amajority of the Board of Directors of Illini Corporation consists of ContinuingDirectors.

 

“Voting Stock” shall meanthose shares of Illini Corporation entitled to vote generally in the electionof directors.

 

(b) Change in Control ofa Subsidiary of****Illini Corporation Defined. A Change of Control of asubsidiary of Illini Corporation shall have occurred when a definitiveagreement to sell such subsidiary of Illini Corporation is approved by the Boardof Directors of****Illini Corporation that transfers more than fifty per cent(50%) of the voting control of such subsidiary from****Illini Corporation to a****partynot owned or related directly or indirectly to Illini Corporation either twelvemonths before or twelve months after the date of the definitive agreement.

 

**(2.7) Termination of Related Offices.** Theparties agree that in the event****Officer’s employment by Illini isterminated for any reason, Officer will be****deemed to have immediately resigned fromall other positions or offices held with Illini, including any directorshipswith****Illini,or any subsidiaries thereof.

 

**(2.8) Officer’s Costs of Enforcement.**Illinishall pay all expenses of the****Officer, including but not limited toattorney’s fees, incurred in enforcing payments by Illini pursuant to thisAgreement. The obligation of Illini for the payment of expenses of the Officer,including attorney’s fees, shall be limited to questions of whether aparticular payment is due the Officer and enforcing payment thereof by Illini.

 

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**(2.9) Vesting of Benefits.**All optionsgranted to Officer shall vest fully upon termination of employment of****Officerexcept for voluntary terminations by Officer, or terminations for cause byIllini.

 

**Section3. MISCELLANEOUS**

 

**(3.1) Assignment of Officer’s Rights.**TheOfficer may not assign, pledge or otherwise transfer any of the benefits ofthis Agreement either before or after termination of employment, and anypurported assignment, pledge or transfer of any payment to be made by Illinihereunder 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.

 

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

 

**(3.3) Notices.**Any notice required or****desiredto be given under this Agreement shall be deemed given if in writing and sentby****firstclass mail to****the Officer or Illini, at****his or its address as set forth above, orto such other address of****which either the Officer or Illini shall****notifythe other **in**writing.

 

**(3.4) Waiver of Breach.** The waiver byeither party of a breach of any provision of this Agreement shall not operateor be construed as a waiver of any subsequent breach by either the Officer orIllini.

 

**(3.5) Intellectual Property Rights.**Officer****shallhave sole and exclusive rights over any intellectual property created by himwhile employed under this Agreement, and shall not be subject to claims byIllini of rights they may have under equity or statute arising from Officer’semployment with Illini.

 

**(3.6) Entire Agreement.** This Agreementcontains the entire understanding of the parties and supersedes prioragreements 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.

 

**(3.6) Severability of Provisions.** If forany reason any paragraph, term or provision of this Agreement is held to beinvalid or unenforceable, all other valid provisions herein shall remain infull force and effect and all paragraphs, terms and provisions of thisAgreement shall be deemed to be several in nature.

 

**(3.7) Governing Law.**This****Agreementis made in, and shall be governed by, the laws of the State of Illinois.

 

**IN WITNESS WHEREOF,** the parties haveexecuted****thisAgreement as of the day and year first****set forth above.

 

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| **ILLINI  CORPORATION**        | **George  A. Rosenbaum** |
|--------------------------------|--------------------------|
|                           |                     |
| By:                            | **/**s/  Burnard McHone  |   | /s/  George Rosenbaum |   |
| Its:                           | President                |   | Date: | 3/7/03 |   |
| Date:  March 7, 2003 |                     |
|                                |                          |  |  |  |  |  |  |

 

 

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**EXHIBIT A**

 

**DESCRIPTIONof COMPENSATION and BENEFITS**

 

 

[Insertlisting of compensation and benefits.]

 

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**EXHIBITB**

 

 

**OFFICERRESPONSIBILITIES and DUTIES**

 

 

(AttachIllini Human Resources job description.)

 

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