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     3. Consideration for Consulting Services. As consideration for the services to beperformed by Consultant pursuant to paragraph 1, Consultant shall be entitled to a fee of SixtyThree Thousand Three Hundred and 00/100 Dollars ($63,300.00) which shall be payable in twelve (12)monthly installments on the fifteenth day of each month during the term of this Agreement.Consultant shall not be paid a director fee for serving as a director on Company’s board and thosebanks or bank holding companies upon which Consultant will be the Company’s representative. Inaddition, to assist Consultant with customer relations, the Company shall pay for or reimburse toConsultant the dues for a social membership at the Quincy Country Club, Quincy, Illinois.     4. Time Devoted to Work. The services and hours Consultant is to work on any givenday in rendering consulting and advisory services hereunder will be determined by Consultant afterconsultation with the Company and by the dates and times of the board meetings for those boards onwhich Consultant will be a director. Company will rely upon Consultant to work such hours as arereasonably necessary to fulfill the spirit and purpose of this Agreement.     5. Confidentiality; Services for Others. During the term of this Agreement and at alltimes thereafter, Consultant shall not divulge or appropriate for his own use or for the use ofothers any trade secret or confidential information of Company or any of its subsidiaries, relatingto the products, customers, prospective customers or related data of Company or its subsidiariesobtained by Consultant during his engagement by Company.     6. Independent Contractor Status. It is specifically understood and agreed upon bythe parties that Consultant is not an employee of Company but rather an independent contractor forall purposes in that he is engaged in the performance of services hereunder not as an employee ofCompany but as an independent contractor. Notwithstanding any determination by a court,administrative agency or other party, such independent contractor status shall apply for purposesof worker’s compensation, unemployment compensation, Federal Insurance Contribution Act (FICA),income tax withholding and all other purposes. Consultant agrees to pay all such taxes andcontributions. Consultant shall not be entitled to participate in any employee benefit programs orplans established by Company. Consultant agrees to indemnify and hold harmless Company and itsemployees and officers from and against any loss, expense or cost resulting from a determinationthat Consultant is other than an independent contractor or from any claim Consultant may make as apurported employee.     7. Expenses. Company shall provide to Consultant a cell phone and shall pay for theexpense thereof. Company shall reimburse Consultant for all reasonable expenses incurred incarrying out his duties and responsibilities pursuant to this Agreement, including travel andlodging expenses. Consultant shall submit to Company, periodically, requests for expensereimbursement with an itemization of the expenses incurred. All reimbursement for reasonable andcustomary travel and out-of-pocket expenses will be based upon their actual cost. Anyentertainment expenses Consultant intends to incur must be pre-approved by Company, atConsultant’s request.
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     8. Consultation Concerning Acquisitions. If Company requests that Consultant advisethe Company with regard to specific targeted acquisitions of the Company, Company and Consultantshall in advance agree to the scope of such services and a reasonable fee to be paid to Consultantfor the rendering of such consulting services regarding acquisitions.     9. Assignment. This Agreement shall be binding upon and inure to the benefit of theCompany, its successors and assigns. This Agreement is a personal services contract as toConsultant and shall not be assignable by Consultant, but all obligations and agreements ofConsultant hereunder shall be binding upon and enforceable against Consultant and his personalrepresentatives and heirs.     10. Entire Agreement. This Agreement constitutes the entire agreement between theparties and any amendments hereto must be in writing and be duly executed by each of the partieshereto.     11. Construction. Titles and headings to various subdivisions of this Agreement arefor convenience of reference only and are not intended to be a part of or to affect the meaning orinterpretation of this Agreement.     12. Severability. If any provision of this Agreement is determined to be invalid orunenforceable under any court or governmental agency or competent jurisdiction, or under anystatute, the remaining provisions shall not thereby be invalidated but shall remain in full forceand effect, unless to do so would clearly violate the present legal and valid intention of theparties hereto.     13. Notices. All notices given hereunder shall be in writing and shall be deemeddelivered when served personally or when deposited in the United States mail, postage prepaid,addressed at the address following the parties’ signatures, or at such other address as may bedesignated by written notice given in accordance with the provisions of this paragraph.     14. Applicable Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Illinois.
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     IN WITNESS WHEREOF, Company and Consultant have executed this Agreement on the day and yearfirst above written.      COMPANY: