February 11, 1997

Board of Directors
American Savings Bank of Danville
714 N. Vermilion Street
Danville, Illinois 61832

Dear Board of Directors:

The notice of proposed mutual-to-stock conversion and subsequent amendments thereto, filed on behalf of American Savings Bank of Danville (ASB) have been reviewed by the Federal Deposit Insurance Corporation (FDIC) pursuant to section 303.15 of the FDIC Rules and Regulations. As described in the notice and the amendments, ASB proposes to convert from an Illinois- chartered mutual savings bank to an Illinois-chartered stock savings bank.

Based on the information presented in the Bank's notice of conversion, as amended, the FDIC plans to issue a letter of nonobjection to the proposed conversion transaction, provided that ASB satisfies the following conditions:

1. ASB must execute the enclosed Tolling Agreement and deliver it to this office on or before March 10, 1997

2. ASB must advise this office of the results of the subscription offering and deliver an updated appraisal that

(a) takes the results of the subscription offering into account;

(b) discusses any material occurrences during the subscription period; and

(c) explains any order that may have been rejected.

3. ASB must receive final approval from the appropriate State of Illinois officials (State Authority) for its establishment as a stock savings bank and final approval must be received from the Federal Reserve Bank- of Chicago and the State Authority for Vermilion Bancorp, Inc. to acquire ASB

4. The Bank must provide written evidence that its Plan of Conversion has been approved by the affirmative vote of a majority of the votes eligible to be cast at a special meeting of its members.

Provided that ASB meets the conditions outlined above and that the FDIC is satisfied that the results of the subscription offering represent fair value for ASB, and provided further that there has been no significant alteration to the terms of the conversion transaction (by action of other regulators or otherwise) subsequent to the date of this letter, the FDIC will issue a letter of nonobjection to the proposed conversion transaction.

Sincerely,

Lawrence E. Morgan, Jr.
Acting Associate Director

Tolling Agreement by and between American Savings Bank of Danville Danville, Illinois
and The Federal Deposit Insurance Corporation

The undersigned parties hereby agree as follows:

1 . The time in which the Federal Deposit Insurance Corporation (FDIC) may act to object to the notice of the proposed conversion of American Savings Bank of Danville (ASB) to stock ownership filed with the FDIC on November 29, 1996, pursuant to section 303.15 of the FDIC Rules and Regulations (Notice), is hereby extended from April 10, 1997, until 30 days after ASB advises the FDIC of the results of the subscription offering and delivers an appraisal that:

(a) takes the results of the subscription offering into account;

(b) discusses any material occurrences during the subscription period; and

(c) explains any orders that may have been rejected.

2. Any action taken by the FDIC on the aforementioned Notice during the extension period described in paragraph 1 shall have the same force and effect as if it were taken by the FDIC before April 10, 1997 and shall not be challenged by ASB or anyone associated with it solely for having been taken during the extension period described above in paragraph 1.

Dated :

By AMERICAN SAVINGS BANK OF DANVILLE

Dated:

By FEDERAL DEPOSIT INSURANCE CORPORATION