**Exhibit 10iii.4**

** **

**MANAGEMENTCONTINUITYAGREEMENT**

 

ThisManagement Continuity Agreement (“Agreement”) is made and entered into as ofthis sixteenth day of December, 1999, by and between Illini Corporation, anIllinois corporation with an office at 3200 West lles Avenue, Springfield,Illinois 62707 (the “Company”), and Douglas L. Finn, whose address is 1728South Lowell Avenue, Springfield, Illinois, 62704 (the “Officer”).

 

**WITNESSETH**

 

**WHEREAS,**the Officer is employed by the Company and the Company’s subsidiary, IlliniBank, an Illinois banking corporation (the “Bank”), as an officer of theCompany and the Bank, respectively, with the title and salary current at thedate of this Agreement as set forth in this Agreement; and

 

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

 

**WHEREAS,**the Company is willing, in order to provide the Officer a measure of securitywith respect to his employment with the Company and the Bank in the event of achange in control of the Company so that the Officer will be in a position toact with respect to a possible change in control of the Company in the bestinterests of the Company and its shareholders, without concern as to theOfficer’s own financial security, and in order to induce the Officer to remainin employment with the Company and the Bank, to agree that employment of theOfficer shall be terminable only for cause for a limited period after a changein control of the Company.

 

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

 

 

**Section 1Employment**

 

**1.1    Term.** The Company shallemploy the Officer and the Officer shall remain in employment with the Companyand the Bank for a period of three years from the Commencement Date (hereincalled the Term). Annually, effective on the anniversary of the 

 

----

 

Commencement Date, the Term of this Agreement shall be extended for oneadditional year, unless the Board of Directors of the Company takes action tonot extend the Term prior to such anniversary of the Commencement Date of thisAgreement. The Term may be otherwise extended by written amendment to thisAgreement, which amendment specifically refers to this Agreement, signed by theCompany and the Officer.

 

**1.2    Compensation.** Ascompensation for services provided to the Company and the Bank by the Officerpursuant to this Agreement, the Company shall cause the Bank to pay the Officeran annual base salary of $60,000.000, which salary may be increased from timeto time by the Company or the Bank. The Officer shall also be eligible toactively participate in any other compensation and benefit plans generallyavailable to executive employees of the Company or the Bank of like grade andsalary including, 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, stockoption plans, deferred compensation plans, supplemental retirement plans andexcess benefit plans. Such other compensation and benefit plans are hereinafterreferred to collectively as the “Compensation and Benefits Plans”.

 

**1.3    Duties.** The Officer shallperform such duties and functions as are described in Schedule A to thisAgreement. Such duties shall be updated annually by the Boards of Directors ofthe Company and the Bank, or by a duly authorized committee of the Boards ofDirectors of the Company and the Bank. In the event of an actual or potentialChange in Control (as defined in Section 2.9), the Officer shall perform hisduties and functions in a manner that is consistent with the best interest of theCompany and its shareholders, without regard to the effect that the potentialor actual Change in Control may have on the Officer personally.

 

**1.4    Duty of Loyalty.** TheOfficer shall work full-time for the Company and the Bank only, provided that:

 

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

 

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

 

(c)                he may make suchinvestments and reinvestment in business activities as shall not require asubstantial portion of his time.

 

2

----

 

**1.5   Duty Not toDisclose Confidential Information.**The Officer acknowledgesthat his relationship with the Company and the Bank is one of high trust andconfidence, and that he has access to Confidential Information (as hereinafterdefined) of the Company and the Bank. The Officer shall not, directly orindirectly, communicate, deliver, exhibit or provide any ConfidentialInformation to any person, firm, partnership, corporation, organization orentity, except as required in the normal course of the Officer’s duties. Theduties contained in this paragraph shall be binding upon the Officer during thetime that he is employed by the Company and following the termination of suchemployment. Such duties will not apply to any such Confidential Informationwhich is or becomes in the public domain through no action on the part of theOfficer, is generally disclosed to third parities by the Company withoutrestriction on such third parties, or is approved for release by writtenauthorization of the Board of Directors of the Company. The term “ConfidentialInformation” shall mean any and all confidential, proprietary, or secretinformation 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 theCompany’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.

 

 

**Section2Termination**

** **

**2.1   Termination ofAgreement.**Unless sooner terminated in accordance with theterms of****thisSection 2, this Agreement shall terminate at the expiration of the Term, andall obligations hereunder shall terminate except as specifically set forth inSection *2.5.*The Officer may, with the consent of the Company, continue in theemploy of the Company and the Bank after the expiration of the Term on suchterms and conditions as may be agreed upon by the Company and the Officer.

 

**2.2****Termination by the****Officer.**The officer mayvoluntarily terminate this Agreement by providing thirty days notice to theCompany, in which event the Company shall have no further obligation to theOfficer hereunder from the date of such termination and the Officer shall haveno further obligation to the Company hereunder except the duty to not discloseConfidential Information in accordance with Section 1.5*.*In the event the Officer’semployment with the Company and the Bank is terminated due to the Officer’sdeath, the Company shall have no further obligation to the Officer, his heirsor legatees hereunder from the date of such termination, except to pay anybenefits due under the Compensation and

 

3

----

 

BenefitPlans. In the event the Officer’s employment with the Company and the Bank isterminated due to the Officer’s Permanent Disability, the Company shall have nofurther obligation to the Officer hereunder from the date of such termination,except, to pay benefits due under the Compensation and Benefit Plans. Forpurposes of this Agreement, the term “Permanent Disability” means a physical ormental condition of the Officer which:

 

(a)        has continueduninterrupted for six months;

 

(b)       is expected to continueindefinitely; and

 

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

 

**2.3   Termination by the Company Without Cause.**Thecompany may terminate****this Agreement without cause prior to theFirm Term (as hereinafter defined), by providing thirty days notice to theOfficer. In such event, the Officer shall have no further obligation to theCompany hereunder, except the duty to not disclose Confidential Information inaccordance with Section 1.5, and the Company shall have no further obligation tothe Officer hereunder from the date of such termination except (i) to pay tothe Officer the salary payments described in Section 1.2, in the amount ineffect on the date of termination, for a period of twelve months from the dateof termination, (ii) to pay to the Officer any other benefits due under theCompensation and Benefit Plans for a period of twelve months from the date oftermination, and (iii) to pay to the Officer reasonable expenses of outplacement within the financial institutions industry during the twelve monthperiod following the date of termination; provided, however, out placementexpenses shall be paid only upon actually incurring such expenses and Officer’sfurnishing of evidence thereof to the Company and shall not include moving orrelocation expenses; and provided, however, that any benefit to be provided bya Compensation and Benefit Plan may be provided by the Company through cash ofequivalent value or through a nonqualified arrangement or arrangements if, inthe judgment of the Company, permitting the Officer to participate in such planafter the date of termination would adversely affect the tax status of suchplan.

 

**2.4   Termination by the Company With Cause.**Priorto or during the Firm Term,****the Company may terminate this Agreementfor Cause. For purposes of this Agreement, Cause shall mean;

 

(a)          theOfficer’s willful and material breach of the provisions of this Agreement afterthe Board of Directors delivers a written demand to cure such breach, whichspecifically identifies the

 

4

----

 

manner in whichthe Board of Directors believes that the Officer has not substantiallyperformed his duties, or

 

(b)         theOfficer willfully engages in illegal conduct or gross misconduct which materiallyand demonstrably injures the Company or the Bank.

 

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 thathis action or omission was in the best interests of the Company. In the eventof the Officer’s termination for Cause, the Company will have no furtherobligation to the Officer under the Agreement from the date of suchtermination.

 

**2.5   Termination following Change in Control.**In the event there is a Change in Control of the Company, as defined in Section2.6, during the Term, and:

 

(a)          withinthe period commencing three months prior to the date of a Change in Control andending six months following the date of the Change in Control (the “FirmTerm”), the Officer’s employment hereunder is terminated by the Company otherthan for Cause, as defined in Section 2.4; or

 

(b)         withinthe Firm Term, the Officer resigns from his employment hereunder upon thirtydays written notice given to the Company within thirty days following amaterial change in the Officer’s title, authorities or duties, in effectimmediately prior to the Change in Control, a reduction in the compensation ora reduction in benefits provided pursuant to this Agreement or the Compensationand Benefit Plans below the amount of compensation and benefits in effectimmediately prior to the Change in Control, or a change of the Officer’sprincipal place of employment without his consent to a city more than 25 milesfrom Springfield, Illinois,

 

then the Officer shallhave no further obligation to the Company hereunder, except the duty not todisclose Confidential Information in accordance with Section 1.5*,*andthe Company shall have no further obligation to the Officer hereunder from thedate of termination except (i) to pay to the Officer the salary paymentsdescribed 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 theOfficer any other benefits due under the Compensation and Benefit Plans for aperiod of twelve months from the date of termination and (iii) to pay to theOfficer reasonable expenses of out placement within the financial institutionsindustry during the twelve month period 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 theCompany and

 

5

----

 

shall not include movingor relocation expenses and provided, however, that any benefit to be providedby a Compensation and Benefits Plan may be provided by the Company through cashof equivalent value or through a nonqualified arrangement or arrangements if,in the judgment of the Company, permitting the Officer to participate in suchplan after the date of termination would adversely affect the tax status ofsuch plan.

 

**2.6   Change in ControlDefined.**A Change in Control****of the Company shall haveoccurred:

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

 

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

 

(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

 

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

 

(b)       if the shareholders of theCompany approve a definitive agreement to merger or consolidate the Companywith or into another corporation in a transaction in which neither the Companynor any of its wholly owned subsidiaries will be the surviving corporation, orto sell or otherwise dispose of all or substantially all of the Company’sassets to any corporation, person, other entity or group (other than theCompany or any of its wholly owned subsidiaries), and such definitive agreementis consummated;

 

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

 

(d)       if during any period of twoconsecutive years Continuing Directors cease to comprise a majority of theCompany’s Board of Directors.

 

6

----

 

The term “ContinuingDirector’ means:

 

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

 

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

 

(i)                   such person’snomination for election or election to the Board of Directors of the Company isrecommended or approved by resolution of a majority of the ContinuingDirectors; or

 

(ii)                such person isincluded a nominee in a proxy statement of the Company distributed when amajority of the Board of Directors of the Company consists of ContinuingDirectors.

 

“Voting Stock” shall meanthose shares of the Company entitled to vote generally in the election ofdirectors.

 

**2.7   Termination ofRelated Officers.** The parties agree that in the eventOfficer’s employment by the Company is terminated for any reason, Officer willimmediately 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 ofEnforcement.**The Company shall pay all expenses of theOfficer, including but not limited to attorney’s fees, incurred in enforcingpayments by the Company pursuant to this Agreement.

 

 

**Section 3Miscellaneous**

 

**3.1   Assignment ofOfficer’s Rights.**The Officer may not assign, pledge orotherwisetransfer any of the benefits of this Agreement either before orafter termination of employment, and any purported assignment, pledge ortransfer of any payment to be made by the Company hereunder shall be void andof no effect. No payment to be made to the Officer hereunder shall be subjectto the claims of creditors of the Officer.

 

**3.2   Agreements Bindingon Successor.**This Agreement shall be binding and inure tothe benefit of the parties hereto and their respective successors, assigns,personal representatives, heirs, legatees and beneficiaries.

 

7

----

 

**3.3   Notices.**Any notice required or desired to be given under this Agreement shall be deemedgiven if in writing and sent by first class mail to the Officer or the Companyat his or its address as set forth above, or to such other address of whicheither the Officer or the Company shall notify the other in writing.

 

**3.4   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 the Company.

 

**3.5  Entire Agreement.**This Agreement contains the entire understanding of the parties and supersedesthe 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 anagreement in writing signed by the party against whom enforcement of any changeor amendment is sought.

 

**3.6   Severability ofProvisions.** If for any reason any paragraph, term orprovision of this Agreement is held to be invalid or unenforceable, all othervalid provisions herein shall remain in full force and effect and allparagraphs, terms and provisions of this Agreement shall be deemed to beseverable in nature.

 

**3.7   Governing Law.**This Agreement 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.

 

 
|   | /s/ Douglas Finn       |             |   |
|--------|------------------------|------------------|--------|
|   | Officer                |             |
|   |                   |             |
|   |                   |             |
|   | **ILLINI CORPORATION** |             |
|   |                   |             |
|   | **By:**                | /s/ Thomas Black |   |   |
|   | **Its:**               | Chairman         |   |   |
|        |                        |                  |        |  |  |

 

8

----