<PAGE>

EXHIBIT 10.6

                                 LOAN AGREEMENT

                                     BETWEEN

                                  BANK ONE, NA

                                       AND

                             FIRST BUSEY CORPORATION

                            Dated as of June 1, 2004

                                       i
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                                TABLE OF CONTENTS

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                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
ARTICLE I THE LOANS AND THE NOTES.................................................    2
    1.1. Certain Definitions......................................................    2
    1.2. The Loans................................................................    5
    1.3. The Notes................................................................    7
    1.4. General Payment Provisions...............................................    7
    1.5. Advances Prior to Interest Rate Determination............................    9
    1.6. Determination of Interest Rate on Advances; Renewals and Conversions.....   10
    1.7. Collateral...............................................................   10
    1.8. Expenses.................................................................   11
    1.9. The Closing..............................................................   11

ARTICLE II CONDITIONS ............................................................   12
    2.1. Documents................................................................   12
    2.2. Other Conditions of Borrowing............................................   13

ARTICLE III REPRESENTATIONS AND WARRANTIES........................................   14
    3.1. Corporate Organization...................................................   14
    3.2. Capital Stock of the Borrower............................................   15
    3.3. Capital Stock of the Bank Subsidiaries...................................   16
    3.4. Margin Securities........................................................   16
    3.5. Financial Statements.....................................................   16
    3.6. Title to Properties......................................................   17
    3.7. Transaction is Legal and Authorized......................................   18
    3.8. No Defaults or Restrictions..............................................   18
    3.9. Governmental Consent.....................................................   19
    3.10. Taxes...................................................................   19
    3.11. Compliance with Law.....................................................   19
    3.12. Restrictions on the Borrower............................................   20
    3.13. ERISA...................................................................   20
    3.14. No Material Adverse Change..............................................   20
    3.15. Loans...................................................................   17
    3.16. Reserve for Possible Loan and Lease Losses..............................   21
    3.17. Regulatory Enforcement Actions..........................................   21
    3.18. Hazardous Materials.....................................................   21
    3.19. Pending Litigation......................................................   22
    3.20. Investment Company Act..................................................   23
    3.21. No Burdensome Agreements................................................   23
    3.22. Solvency................................................................   23
    3.23. Corporate Names.........................................................   23
    3.24. No Misstatement.........................................................   23

ARTICLE IV COVENANTS..............................................................   24
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<S>                                                                                  <C>
    4.1. Negative Covenants.......................................................   24
    4.2. Affirmative Covenants....................................................   26

ARTICLE V EVENTS OF DEFAULT; DEFAULT; RIGHTS UPON DEFAULT.........................   32
     5.1. Events of Default.......................................................   32
     5.2. Remedies of the Lender..................................................   35

ARTICLE VI MISCELLANEOUS..........................................................   36
    6.1. Waiver By the Lender.....................................................   36
    6.2. Entire Agreement and Modifications of Agreement..........................   36
    6.3. Notices..................................................................   36
    6.4. Counterparts.............................................................   37
    6.5. Successors and Assigns...................................................   37
    6.6. Governing Law............................................................   37
    6.7. Severability.............................................................   38
    6.8. Survival of Representations and Warranties...............................   39
    6.9. Extensions and Renewals..................................................   39
    6.10. Interest Rate Regulation................................................   39
    6.11. Accounting Terms........................................................   39
    6.12. Participations..........................................................   39
    6.13. Additional Actions......................................................   39
    6.14. Revival of Liabilities..................................................   40
    6.15. Change of Control.......................................................   40
    6.16. Release; Environmental Indemnity........................................   40

SCHEDULES:

    Schedule 3.2      -        Borrower
    Schedule 3.3      -        Subsidiaries
    Schedule 3.6      -        Financing Statements
    Schedule 3.13     -        ERISA
    Schedule 3.15 - Contested Loans
    Schedule 3.19 - Pending Litigation
    Schedule 4.1 - Certain Lienholders
</TABLE>

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LOAN AGREEMENT

      This LOAN AGREEMENT ("Agreement"), dated as of June 1, 2004, is executed
and delivered by and between FIRST BUSEY CORPORATION, a financial holding
company incorporated under the laws of the State of Nevada, having its principal
place of business at the location referenced in Section 6.3 below ("Borrower"),
and BANK ONE, NA, a national banking association, having its principal place of
business at the location referenced in Section 6.3 below ("Lender").

                                R E C I T A L S:

      A. The Borrower issued to Lender a Promissory Note, dated January 24,
2004, in the amount of $10,000,000 (the "Old Note") and Borrower and Lender
entered a LIBOR Agreement dated January 24, 2004 relating to the Old Note.

      B. The Borrower's obligations under the Old Note were secured by the
Amended and Restated Stock Pledge Agreement, dated October 29, 1999 (the "Old
Pledge Agreement").

      C. As of the date hereof, the Borrower does not owe anything to Lender
under the Old Note.

      D. The Borrower desires to borrow $42,000,000 from Lender (the "Term
Loan") which will be evidenced by a Promissory Note, dated June 1, 2004, as the
same may be amended, restated, supplemented or modified from time to time (the
"Term Note"), and the Borrower wishes to establish a revolving line of credit of
$10,000,000 with Lender (the "Revolving Loan" with the Term Loan and the
Revolving Loan being referred to collectively as the "Loans") which will be
evidenced by a Promissory Note, dated June 1, 2004, as the same may be amended,
restated, supplemented or modified from time to time (the "Revolving Note" with
the Term Note and the Revolving Note being collectively referred to herein as
the "Notes").

      E. To secure the obligations of Borrower to Lender under the Notes,
Borrower and Lender executed and delivered that certain Stock Pledge and
Security Agreement, dated as of June 1, 2004 ("Pledge Agreement"), pursuant to
which Borrower pledged certain securities to and in favor of Lender.

      F. The Lender is willing to lend to the Borrower up to an aggregate
principal amount of Fifty-Two Million Dollars ($52,000,000) under the Loans in
accordance with the terms, subject to the conditions, and in reliance on the
representations, warranties, and covenants, set forth herein and in the other
documents and instruments entered into, or delivered in connection with, or
relating to, the Loans (collectively, including this Agreement, the "Loan
Documents").

      G. The Borrower shall use the proceeds of the Loans to acquire all of the
issued and outstanding shares of First Capital Bankshares, Inc. pursuant to the
Merger Agreement, dated January 5, 2004, by and between Borrower and FBC
Acquisition II Corporation and First Capital Bankshares, Inc. ("FCB") for an
aggregate purchase price of Forty-Two Million Dollars

<PAGE>

($42,000,000), with any remaining proceeds to be used for general corporate
purposes.

      H. The Borrower is a financial holding company that, as of the date
hereof, owns: (i) 1,100,000 shares ("Busey Shares") of the outstanding common
stock of Busey Bank, an Illinois state-chartered bank with its main banking
premises located in Urbana, Illinois ("Busey"), and such Busey Shares represent
100% of the outstanding capital stock of Busey Bank.

      I. The Busey Shares and all other shares pledged in substitution may be
referred to collectively as the "Pledge Subsidiary Shares."

      NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, and agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                             THE LOANS AND THE NOTES

      I.          CERTAIN DEFINITIONS. AS USED IN THIS AGREEMENT, THE FOLLOWING
            TERMS SHALL HAVE THE FOLLOWING DEFINITIONS.

            A.          "ADVANCE" SHALL MEAN ANY ADVANCE MADE WITH RESPECT TO
                  THE LOANS AND SHALL INCLUDE THE INITIAL ADVANCES MADE AT
                  CLOSING AS WELL AS ADVANCES THAT RESULT FROM THE CONVERSION OR
                  RENEWAL OF PREVIOUS ADVANCES.

            B.          "AFFILIATE" SHALL MEAN, WITH RESPECT TO A PERSON, ANY
                  OTHER PERSON CONTROLLING, CONTROLLED BY OR UNDER COMMON
                  CONTROL WITH SUCH PERSON.

            C.          "BANK SUBSIDIARIES" SHALL MEAN BUSEY, BUSEY FLORIDA, AND
                  FIRST CAPITAL.

            D.          "BUSEY FLORIDA" SHALL MEAN BUSEY BANK FLORIDA.

            E.          "BUSINESS DAY" SHALL MEAN: (i) FOR ALL PURPOSES OTHER
                  THAN AS COVERED BY CLAUSE (ii) HEREOF, ANY DAY, OTHER THAN
                  SATURDAY, SUNDAY, A DAY THAT IS A LEGAL HOLIDAY UNDER THE LAWS
                  OF THE STATE OF ILLINOIS OR ANY OTHER DAY ON WHICH BANKING
                  INSTITUTIONS LOCATED IN ILLINOIS ARE AUTHORIZED OR REQUIRED BY
                  LAW OR OTHER GOVERNMENTAL ACTION TO CLOSE; AND (ii) WITH
                  RESPECT TO DETERMINATIONS IN CONNECTION WITH, AND PAYMENTS OF
                  PRINCIPAL AND INTEREST IN EURODOLLAR ADVANCES, ANY DAY

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                  WHICH IS A BUSINESS DAY DESCRIBED IN CLAUSE (i) AND WHICH IS
                  ALSO A DAY FOR TRADING BY AND BETWEEN BANKS IN U.S.
                  DOLLAR-DENOMINATED DEPOSITS IN THE LONDON INTERBANK EURODOLLAR
                  MARKET.

            F.          "ENVIRONMENTAL CLAIM" AS DEFINED IN SECTION 4.2(i),(iV).

            G.          "EURODOLLAR ADVANCE" SHALL MEAN AN ADVANCE THAT BEARS
                  INTEREST BASED ON THE LIBOR RATE.

            H.          "EURODOLLAR RESERVE REQUIREMENT" SHALL MEAN THE MAXIMUM
                  RESERVE REQUIREMENT PERCENTAGE (EXPRESSED AS A DECIMAL) AS
                  SPECIFIED IN REGULATION D OF THE FRB THAT THE LENDER
                  DETERMINES WOULD BE APPLICABLE ON THE FIRST DAY OF ANY
                  INTEREST PERIOD IN RESPECT OF ANY EURODOLLAR ADVANCE, BUT
                  SUBJECT TO ANY AMENDMENTS TO SUCH RESERVE REQUIREMENT BY THE
                  FRB, AND TAKING INTO ACCOUNT ANY TRANSITIONAL ADJUSTMENTS
                  THERETO BECOMING EFFECTIVE DURING SUCH INTEREST PERIOD.
                  EURODOLLAR ADVANCES SHALL BE DEEMED TO BE EUROCURRENCY
                  LIABILITIES AS DEFINED IN REGULATION D WITHOUT BENEFIT OF, OR
                  CREDIT FOR, PRORATIONS, EXEMPTIONS OR OFFSETS UNDER REGULATION
                  D.

            I.          "FIRST CAPITAL" SHALL MEAN FIRST CAPITAL BANK.

            J.          "FRB" SHALL MEAN THE BOARD OF GOVERNORS OF THE FEDERAL
                  RESERVE SYSTEM.

            K.          "GOVERNMENT AGENCY" SHALL MEAN ANY FEDERAL OR STATE
                  GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, REGULATORY
                  AUTHORITY OR AGENCY INCLUDING, WITHOUT LIMITATION, THE FRB,
                  THE OBRE, THE OFFICE OF THRIFT SUPERVISION (THE "OTS"), AND
                  THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC")
                  (COLLECTIVELY, THE "GOVERNMENTAL AGENCIES").

            L.          "GOVERNMENTAL AUTHORIZATIONS" SHALL MEAN LICENSE, PERMIT
                  OR APPROVAL BY ANY OR ALL GOVERNMENTAL AGENCY AS REQUIRED.

            M.          "IMMEDIATE FAMILY MEMBER" OF A PERSON SHALL MEAN A
                  LINEAL DESCENDANT OF SUCH PERSON.

            N.          "INDEBTEDNESS" OF A PERSON SHALL MEAN AND INCLUDE: (i)
                  ALL ITEMS ARISING FROM THE BORROWING OF MONEY THAT, ACCORDING
                  TO GAAP NOW IN EFFECT, WOULD BE INCLUDED IN DETERMINING TOTAL
                  LIABILITIES AS SHOWN ON THE BALANCE SHEET OF SUCH PERSON; (ii)
                  ALL OBLIGATIONS SECURED BY ANY LIEN IN PROPERTY OR ASSETS
                  OWNED BY SUCH PERSON IRRESPECTIVE OF WHETHER SUCH OBLIGATIONS
                  SHALL HAVE BEEN ASSUMED; (iii) ALL GUARANTEES AND SIMILAR
                  CONTINGENT LIABILITIES WITH RESPECT TO OBLIGATIONS OF OTHERS;
                  AND (iV) ALL OTHER OBLIGATIONS (INCLUDING, WITHOUT LIMITATION,
                  LETTERS OF CREDIT) EVIDENCING OBLIGATIONS TO OTHERS.

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            O.          "INTEREST PERIOD" SHALL MEAN, FOR A DESIGNATED ADVANCE,
                  THE PERIOD OF TIME DURING WHICH THE INTEREST RATE SHALL APPLY.
                  THE INTEREST PERIOD FOR ANY EURODOLLAR ADVANCE SHALL BE 30,
                  60, 90, OR 180 DAYS FROM AND AFTER THE DATE ON WHICH SUCH
                  EURODOLLAR ADVANCE IS MADE, BUT SHALL NOT EXCEED THE TERM LOAN
                  MATURITY DATE OR THE REVOLVING LOAN MATURITY DATE.

            P.          "LIBOR RATE" MEANS, WITH RESPECT TO EACH INTEREST
                  PERIOD, A RATE PER ANNUM (ROUNDED UPWARD, IF NECESSARY, TO THE
                  NEAREST 1/16 OF 1%) DETERMINED PURSUANT TO THE FOLLOWING
                  FORMULA:

                  LIBOR Rate         =         Telerate Quoted Rate
                                               --------------------
                                               1-Eurodollar Reserve
                                               Requirement

            Q.          "LIEN" MEANS A LIEN, CLAIM, CHARGE, MORTGAGE,
                  ASSIGNMENT, EASEMENT, PRIORITY, PREFERENCE, RESTRICTION,
                  ENCUMBRANCE, PLEDGE, OR SECURITY INTEREST, OF ANY KIND,
                  NATURE, OR CHARACTER.

            R.          "MERGER AGREEMENT" SHALL MEAN MERGER AGREEMENT DATED
                  JANUARY 5, 2004, BY AND BETWEEN BORROWER, FBC ACQUISITION II
                  CORP, AND FIRST CAPITAL BANKSHARES, INC. ("FCB") FOR AN
                  AGGREGATE PURCHASE PRICE OF FORTY-TWO MILLION DOLLARS
                  ($42,000,000.00), WITH ANY REMAINING PROCEEDS TO BE USED FOR
                  GENERAL CORPORATE PURPOSES.

            S.          "OBRE" MEANS THE OFFICE OF BANKS AND REAL ESTATE OF THE
                  STATE OF ILLINOIS.

            T.          "PERSON" SHALL MEAN AN INDIVIDUAL, A PARTNERSHIP, A
                  CORPORATION, A LIMITED LIABILITY COMPANY, AN ASSOCIATION, A
                  JOINT STOCK COMPANY, A TRUST, A JOINT VENTURE, AN
                  UNINCORPORATED ORGANIZATION, AND ANY DOMESTIC OR FOREIGN
                  FEDERAL, STATE, LOCAL, OR GOVERNMENT, AND EACH POLITICAL
                  SUBDIVISION THEREOF, AND OTHER BUREAU, BOARD, AGENCY,
                  COMMISSION, COURT, TRIBUNAL, DEPARTMENT, INSTRUMENTALITY, AND
                  ENTITY EXERCISING EXECUTIVE, LEGISLATIVE, JUDICIAL,
                  REGULATORY, OR ADMINISTRATIVE FUNCTIONS.

            U.          "PRIME RATE" SHALL MEAN THE RATE OF INTEREST (EXPRESSED
                  AS A PERCENTAGE PER ANNUM) MOST RECENTLY ANNOUNCED OR
                  PUBLISHED PUBLICLY FROM TIME TO TIME BY THE LENDER AS ITS
                  PRIME RATE OR BASE RATE OF INTEREST, WHICH IS NOT NECESSARILY
                  THE LOWEST OR MOST FAVORABLE RATE OF INTEREST CHARGED BY THE
                  LENDER ON COMMERCIAL LOANS AT ANY ONE TIME. THE RATE OF
                  INTEREST SHALL CHANGE AUTOMATICALLY AND IMMEDIATELY AS AND
                  WHEN THE PRIME RATE OR BASE RATE SHALL CHANGE, WITHOUT NOTICE
                  TO THE BORROWER, AND ANY NOTICE TO WHICH IT MAY BE ENTITLED IS
                  HEREBY WAIVED, AND ANY SUCH CHANGE IN THE LENDER'S PRIME RATE
                  OR BASE RATE SHALL NOT AFFECT ANY OF THE TERMS AND CONDITIONS
                  OF THE NOTES (AS

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                  DEFINED BELOW) OR THIS AGREEMENT, ALL OF WHICH SHALL REMAIN IN
                  FULL FORCE AND EFFECT.

            V.          "PRIME RATE ADVANCE" SHALL MEAN AN ADVANCE THAT BEARS
                  INTEREST BASED ON THE PRIME RATE.

            W.          "SUBSIDIARIES" MEANS FBC ACQUISITION II CORPORATION AND
                  THE BANK SUBSIDIARIES.

            X.          "TELERATE QUOTED RATE" SHALL MEAN, WITH RESPECT TO EACH
                  INTEREST PERIOD, AND IN ACCORDANCE WITH THE NORMAL PRACTICE OF
                  THE LENDER IN THE LONDON INTERBANK EURODOLLAR MARKET, THE
                  OFFERED RATE FOR THE PERIOD EQUAL TO, OR NEXT GREATER THAN,
                  THE INTEREST PERIOD FOR U.S. DOLLAR DEPOSITS OF NOT LESS THAN
                  $1,000,000.00 AS OF 11:00 A.M. (CITY OF LONDON, ENGLAND TIME)
                  TWO (2) BUSINESS DAYS PRIOR TO THE FIRST DAY OF THE INTEREST
                  PERIOD AS SHOWN ON THE DISPLAY DESIGNATED AS "BRITISH BANKERS
                  ASSOCIATION INTEREST SETTLEMENT RATES" ON REUTERS SCREEN FRDB,
                  OR SUCH OTHER SCREEN AS MAY REPLACE SUCH SCREEN ON REUTERS FOR
                  THE PURPOSE OF DISPLAYING SUCH RATE. IN THE EVENT THAT SUCH
                  RATE IS NOT AVAILABLE ON REUTERS, THEN SUCH OFFERED RATE SHALL
                  BE OTHERWISE INDEPENDENTLY DETERMINED BY LENDER IN ITS
                  REASONABLE JUDGMENT FROM AN ALTERNATE, SUBSTANTIALLY SIMILAR
                  INDEPENDENT SOURCE AVAILABLE TO LENDER OR SHALL BE CALCULATED
                  BY LENDER BY A SUBSTANTIALLY SIMILAR METHODOLOGY AS THAT
                  THERETOFORE USED TO DETERMINE SUCH OFFERED RATE.

      II.         THE LOANS. THE LENDER AGREES TO EXTEND TO THE BORROWER THE
            FOLLOWING CREDIT FACILITIES IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY
            TIME OUTSTANDING NOT TO EXCEED FIFTY-TWO MILLION DOLLARS
            ($52,000,000):

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<PAGE>

            A.          THE TERM LOAN. THE LENDER AGREES TO EXTEND THE TERM LOAN
                  TO THE BORROWER IN ACCORDANCE WITH THE TERMS OF, AND SUBJECT
                  TO THE CONDITIONS SET FORTH IN, THIS AGREEMENT, THE TERM NOTE
                  (AS DEFINED BELOW), AND THE OTHER LOAN DOCUMENTS. AN INITIAL
                  ADVANCE UNDER THE TERM LOAN SHALL BE MADE ON THE CLOSING DATE
                  AND ANY OBLIGATION UNDER THE TERM LOAN SHALL EXPIRE IF NOT
                  DRAWN WITHIN 30 DAYS THEREAFTER, ANY SUCH ADVANCE MAY BE
                  CONVERTED OR RENEWED FROM TIME TO TIME IN ACCORDANCE WITH THE
                  TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
                  AGREEMENT. SUBJECT TO SECTION VI, ANY ADVANCE UNDER THE TERM
                  LOAN SHALL BE TREATED AS:

                  1.          A EURODOLLAR ADVANCE AND SHALL BEAR INTEREST PER
                        ANNUM AT A RATE EQUAL TO THE LIBOR RATE PLUS ONE HUNDRED
                        AND TWENTY-FIVE (125) BASIS POINTS; OR

                  2.          AT THE BORROWER'S ELECTION MADE IN ACCORDANCE WITH
                        THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
                        HEREIN, A PRIME RATE ADVANCE AND SHALL BEAR INTEREST PER
                        ANNUM EQUAL TO THE PRIME RATE.

            B.          THE REVOLVING LOAN. THE LENDER AGREES TO EXTEND THE
                  REVOLVING LOAN TO THE BORROWER IN ACCORDANCE WITH THE TERMS
                  OF, AND SUBJECT TO THE CONDITIONS SET FORTH IN, THIS
                  AGREEMENT, THE REVOLVING NOTE (AS DEFINED BELOW), AND THE
                  OTHER LOAN DOCUMENTS. AN INITIAL ADVANCE UNDER THE REVOLVING
                  LOAN SHALL BE MADE ON THE CLOSING DATE AT THE REQUEST OF THE
                  BORROWER AND SUBSEQUENT ADVANCES CAN BE MADE AS PROVIDED IN
                  THE AGREEMENT AT THE REQUEST OF THE BORROWER AND, THEREAFTER,
                  ANY SUCH ADVANCE MAY BE CONVERTED OR RENEWED FROM TIME TO TIME
                  IN ACCORDANCE WITH THE TERMS AND SUBJECT TO THE CONDITIONS SET
                  FORTH IN THIS AGREEMENT. SUBJECT TO SECTION 1.6, ANY ADVANCE
                  UNDER THE REVOLVING LOAN SHALL BE TREATED AS:

                  1.          A EURODOLLAR ADVANCE AND SHALL BEAR INTEREST PER
                        ANNUM AT A RATE EQUAL TO THE LIBOR RATE PLUS ONE HUNDRED
                        AND TWENTY-FIVE (125) BASIS POINTS; OR

                  2.          AT THE BORROWER'S ELECTION MADE IN ACCORDANCE WITH
                        THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
                        HEREIN, A PRIME RATE ADVANCE AND SHALL BEAR INTEREST PER
                        ANNUM EQUAL TO THE PRIME RATE.

            C.    REQUIRED PAYMENTS.

                  1.          THE TERM LOAN SHALL BE PAID AS FOLLOWS: A
                        PRINCIPAL PAYMENT OF FOUR MILLION DOLLARS ($4,000,000)
                        WILL BE MADE ON THE TERM LOAN BY JANUARY 25, 2006 AND
                        ANNUALLY BY EACH SUBSEQUENT JANUARY 25TH THEREAFTER. THE
                        BORROWER MAY PAY THE ANNUAL PRINCIPAL PAYMENT IN
                        QUARTERLY INSTALLMENTS OR ANNUALLY IN ITS SOLE
                        DISCRETION. THE FINAL PAYMENT OF ALL OUTSTANDING AMOUNTS
                        DUE UNDER THE TERM LOAN, INCLUDING, BUT NOT LIMITED TO,
                        PRINCIPAL, ACCRUED BUT UNPAID INTEREST, AND ANY EXPENSES
                        PURSUANT TO SECTION VIII, SHALL BE PAID ON JUNE 1, 2011,
                        OR SUCH LATER DATE THROUGH WHICH THE TERM LOAN MAY BE
                        EXTENDED OR RENEWED IN THE SOLE AND ABSOLUTE DISCRETION
                        OF THE LENDER (THE "TERM LOAN MATURITY DATE"), OR SUCH
                        EARLIER DATE ON WHICH SUCH AMOUNTS SHALL BECOME DUE AND
                        PAYABLE ON ACCOUNT OF

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<PAGE>

                        ACCELERATION BY THE LENDER IN ACCORDANCE WITH THE TERMS
                        OF THE TERM NOTE AND THIS AGREEMENT

                  2.          THE REVOLVING LOAN, INCLUDING, BUT NOT LIMITED TO,
                        PRINCIPAL, ACCRUED BUT UNPAID INTEREST, AND ANY EXPENSES
                        PURSUANT TO SECTION VIII, SHALL BE DUE AND PAYABLE ON
                        JANUARY 21, 2005, OR SUCH LATER DATE THROUGH WHICH THE
                        REVOLVING LOAN MAY BE EXTENDED OR RENEWED IN THE SOLE
                        AND ABSOLUTE DISCRETION OF THE LENDER (THE "REVOLVING
                        LOAN MATURITY DATE"), OR SUCH EARLIER DATE ON WHICH SUCH
                        AMOUNTS SHALL BECOME DUE AND PAYABLE ON ACCOUNT OF
                        ACCELERATION BY THE LENDER IN ACCORDANCE WITH THE TERMS
                        OF THE REVOLVING NOTE AND THIS AGREEMENT.

                  3.          INTEREST SHALL ACCRUE ON THE TERM LOAN AND THE
                        REVOLVING LOAN BEGINNING ON THE CLOSING DATE, AND SHALL
                        BE PAYABLE QUARTERLY, IN ARREARS, ON THE THE 25TH DAY OF
                        APRIL, JULY, OCTOBER, AND JANUARY, COMMENCING ON JULY
                        25, 2004 AND CONTINUING QUARTERLY THEREAFTER, IF NOT
                        SOONER PAID, ON THE TERM LOAN MATURITY DATE OR REVOLVING
                        LOAN MATURITY DATE, AS APPLICABLE. ALL AMOUNTS
                        OUTSTANDING FROM TIME TO TIME UNDER EACH OF THE NOTES
                        SHALL BEAR INTEREST ON THE BASIS OF A 360-DAY YEAR,
                        COUNTING THE ACTUAL NUMBER OF DAYS ELAPSED TO AND
                        INCLUDING THE DATE OF PAYMENT.

      III.        THE NOTES. THE TERM LOAN SHALL BE EVIDENCED BY A PROMISSORY
            NOTE IN THE AGGREGATE PRINCIPAL AMOUNT OF FORTY-TWO MILLION DOLLARS
            ($42,000,000), TO BE EXECUTED AND DELIVERED CONCURRENTLY HEREWITH,
            SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO. THE REVOLVING LOAN
            SHALL BE EVIDENCED BY A PROMISSORY NOTE IN THE AGGREGATE PRINCIPAL
            AMOUNT OF TEN MILLION DOLLARS ($10,000,000), TO BE EXECUTED AND
            DELIVERED CONCURRENTLY HEREWITH, SUBSTANTIALLY IN THE FORM OF
            EXHIBIT B HERETO. THE NOTES IN THIS AGREEMENT SHALL REFER TO EACH
            NOTE THAT MAY BE DELIVERED IN SUBSTITUTION OR EXCHANGE FOR ANY OF
            SUCH NOTES AND, WHEN APPLICABLE, SHALL INCLUDE THE SINGULAR NUMBER
            AS WELL AS THE PLURAL.

      IV.         GENERAL PAYMENT PROVISIONS.

                                       7
<PAGE>

            A.          USURY. THE PARTIES HERETO INTEND TO CONFORM STRICTLY TO
                  APPLICABLE USURY LAWS AS IN EFFECT FROM TIME TO TIME DURING
                  THE TERMS OF THE LOANS. ACCORDINGLY, IF THE TRANSACTION
                  CONTEMPLATED HEREBY WOULD BE USURIOUS UNDER APPLICABLE LAW
                  (INCLUDING THE LAWS OF THE UNITED STATES OF AMERICA, OR OF ANY
                  OTHER JURISDICTION WHOSE LAWS MAY BE MANDATORILY APPLICABLE),
                  THEN, IN THAT EVENT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
                  IN THIS AGREEMENT OR ANY OF THE NOTES, THE BORROWER AND THE
                  LENDER AGREE THAT THE AGGREGATE OF ALL CONSIDERATION THAT
                  CONSTITUTES INTEREST UNDER APPLICABLE LAW THAT IS CONTRACTED
                  FOR, CHARGED OR RECEIVED UNDER, OR IN CONNECTION WITH, THIS
                  AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE MAXIMUM
                  AMOUNT OF INTEREST ALLOWED BY APPLICABLE LAW, AND ANY EXCESS
                  SHALL BE CREDITED TO THE BORROWER BY THE LENDER (OR IF SUCH
                  CONSIDERATION SHALL HAVE BEEN PAID IN FULL, SUCH EXCESS
                  REFUNDED TO THE BORROWER BY THE LENDER).

            B.          DEFAULT RATE OF INTEREST. UPON THE OCCURRENCE OF ANY
                  DEFAULT (AS SUCH TERM IS DEFINED IN SECTION I), EXCEPT FOR A
                  DEFAULT PURSUANT TO SECTION I.J, THE RATE OF INTEREST ON THE
                  NOTES (THE "DEFAULT RATE OF INTEREST") SHALL BE ONE HUNDRED
                  AND FIFTY BASIS POINTS ABOVE THE INTEREST RATE OTHERWISE
                  APPLICABLE FROM THE DATE OF OCCURRENCE, AND DURING THE
                  CONTINUANCE, OF THE DEFAULT; PROVIDED, FURTHER, THAT UPON THE
                  OCCURRENCE OF AN EVENT OF DEFAULT UNDER SECTION I.J HEREOF,
                  THE DEFAULT RATE OF INTEREST SHALL BE THREE HUNDRED BASIS
                  POINTS ABOVE THE INTEREST RATE OTHERWISE APPLICABLE FROM THE
                  DATE, AND DURING THE CONTINUANCE, OF THE EVENT OF DEFAULT.

            C.          APPLICATION OF PAYMENTS. ALL PAYMENTS RECEIVED BY THE
                  LENDER FROM, OR ON BEHALF OF, THE BORROWER SHALL BE APPLIED IN
                  THE FOLLOWING ORDER OF PRIORITY: FIRST, TO AMOUNTS DUE UNDER
                  SECTION VIII, SECOND TO ACCRUED INTEREST UNDER THE TERM NOTE,
                  THIRD TO ACCRUED INTEREST UNDER THE REVOLVING NOTE, FOURTH TO
                  PRINCIPAL AMOUNTS OUTSTANDING UNDER THE REVOLVING NOTE, AND
                  FIFTH TO PRINCIPAL AMOUNTS OUTSTANDING UNDER THE TERM NOTE;
                  PROVIDED, HOWEVER, THAT AFTER THE DATE ON WHICH THE FINAL
                  PAYMENT OF PRINCIPAL WITH RESPECT TO ANY LOAN IS DUE OR
                  FOLLOWING AND DURING ANY DEFAULT, ALL PAYMENTS RECEIVED ON
                  ACCOUNT OF THE BORROWER'S LIABILITIES (AS SUCH TERM IS DEFINED
                  IN SECTION VII) SHALL BE APPLIED IN WHATEVER ORDER,
                  COMBINATION AND AMOUNTS AS THE LENDER DETERMINES, IN ITS SOLE
                  AND ABSOLUTE DISCRETION, TO ALL COSTS, EXPENSES AND OTHER
                  INDEBTEDNESS OWING TO THE LENDER EXCEPT IN SUCH CASE OF
                  PREPAYMENTS, PRINCIPAL ONLY. NO AMOUNT PAID OR PREPAID ON THE
                  TERM LOAN MAY BE REBORROWED.

            D.          METHOD OF PAYMENT. THE BORROWER WILL PAY TO THE LENDER
                  IN IMMEDIATELY AVAILABLE FUNDS, AT ITS OFFICE AT THE ADDRESS
                  AS SPECIFIED IN SECTION III, OR SUCH OTHER ADDRESS AS THE
                  LENDER SHALL SPECIFY IN WRITING, ALL AMOUNTS PAYABLE TO IT IN
                  RESPECT OF THE PRINCIPAL OF, OR INTEREST ON, EACH OF THE NOTES
                  THEN-HELD BY THE LENDER, WITHOUT ANY

                                       8
<PAGE>

                  PRESENTMENT, DEMAND, PROTEST, OR OTHER NOTICE OF ANY KIND. ALL
                  SUMS AND AMOUNTS DUE, OWING, OR OTHERWISE TO BE PAID UNDER ANY
                  OF THE LOAN DOCUMENTS SHALL BE PAID IN SUCH COIN OR CURRENCY
                  OF THE UNITED STATES WHICH SHALL BE LEGAL TENDER IN PAYMENT OF
                  ALL DEBTS AND DUES, PUBLIC AND PRIVATE, AT THE TIME OF
                  PAYMENTS. LENDER IS HEREBY AUTHORIZED TO RECORD ON THE FACE OF
                  ANY NOTE (OR ANY SCHEDULE ATTACHED THERETO), OR TO OTHERWISE
                  RECORD IN ITS BOOKS AND RECORDS, ALL AMOUNTS DUE ON ANY NOTE
                  AND ANY MODIFICATION, AMENDMENT, ALTERATION, GUARANTY OR
                  ASSUMPTION OF ANY SUCH NOTE (WHICH RECORDINGS, ABSENT MANIFEST
                  ERROR, SHALL BE CONCLUSIVE AND BINDING EVIDENCE OF THE BALANCE
                  DUE AND OWING ON SUCH NOTE); PROVIDED, HOWEVER, THAT THE
                  FAILURE OF LENDER TO MAKE ANY SUCH NOTATIONS OR RECORDINGS
                  SHALL NOT LIMIT OR OTHERWISE AFFECT ANY OBLIGATIONS OF
                  BORROWER OR RIGHT OF LENDER HEREUNDER, OR UNDER ANY NOTE OR
                  ANY LOAN DOCUMENT.

            E.          PREPAYMENT. THE BORROWER MAY, UPON AT LEAST ONE BUSINESS
                  DAY'S NOTICE TO THE LENDER, PREPAY, WITHOUT PENALTY, ALL OR A
                  PORTION OF THE PRINCIPAL AMOUNT OUTSTANDING UNDER THE
                  REVOLVING LOAN AND THE TERM LOAN IN A MINIMUM AGGREGATE AMOUNT
                  OF $100,000 OR ANY LARGER INTEGRAL MULTIPLE OF $50,000 BY
                  PAYING THE PRINCIPAL AMOUNT TO BE PREPAID. IN ADDITION,
                  NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE
                  IMMEDIATELY PRECEDING SENTENCE, THE DATE OF ANY PREPAYMENT
                  PURSUANT TO THIS SECTION SHALL BE CONSIDERED TO BE THE
                  BUSINESS DAY FOLLOWING RECEIPT OF THE PREPAYMENT BY THE LENDER
                  UNLESS SUCH PREPAYMENT IS RECEIVED BY THE LENDER BEFORE 1:00
                  P.M. CHICAGO TIME AND IS MADE IN IMMEDIATELY AVAILABLE FUNDS.

            F.          PAYMENTS TO BE MADE ON BUSINESS DAYS. IF ANY PAYMENT TO
                  BE MADE BY THE BORROWER HEREUNDER SHALL BECOME DUE ON A DAY
                  OTHER THAN A BUSINESS DAY, THEN SUCH PAYMENT SHALL BE MADE ON
                  THE NEXT SUCCEEDING BUSINESS DAY AND SUCH EXTENSION OF TIME
                  SHALL BE INCLUDED IN COMPUTING ANY INTEREST IN RESPECT OF SUCH
                  PAYMENT.

      V.          ADVANCES PRIOR TO INTEREST RATE DETERMINATION. NOTWITHSTANDING
            ANY PROVISION HEREIN TO THE CONTRARY, IF LENDER DETERMINES, IN ITS
            SOLE AND ABSOLUTE DISCRETION, THAT MAKING A EURODOLLAR ADVANCE WOULD
            VIOLATE ANY APPLICABLE LAW, RULE, REGULATION, OR DIRECTIVE, OR THAT,
            FOR ANY REASON WHATSOEVER, THE LIBOR RATE IS NOT THEN BEING QUOTED
            FOR THE RELEVANT INTEREST PERIOD AND IN THE AMOUNT OF SUCH ADVANCE,
            THEN THE LENDER SHALL GIVE THE BORROWER PROMPT NOTICE THEREOF AND:
            (A) THE OBLIGATION OF LENDER TO MAKE AVAILABLE ANY EURODOLLAR
            ADVANCE SHALL BE SUSPENDED; AND (B) ANY ADVANCE OR SUBSEQUENT
            ADVANCES TO BE CONVERTED INTO, OR RENEWED AS, A EURODOLLAR ADVANCE
            SHALL BE CONVERTED INTO A PRIME RATE ADVANCE.

                                       9
<PAGE>

      VI.         DETERMINATION OF INTEREST RATE ON ADVANCES; RENEWALS AND
            CONVERSIONS.

            A.          SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
                  CONTINUING, AND THE CONDITIONS SET FORTH IN ARTICLE II HAVE
                  BEEN FULLY SATISFIED, THE BORROWER SHALL HAVE THE OPTION,
                  SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, TO: (i)
                  REQUEST THAT ADVANCES UNDER ANY LOAN BE TREATED AS A
                  EURODOLLAR ADVANCE BY GIVING TELEPHONIC NOTICE TO THE LENDER
                  PRIOR TO 11:00 A.M. (CHICAGO TIME) AT LEAST TWO (2) BUSINESS
                  DAYS PRIOR TO THE CLOSING DATE OR SUCH OTHER REQUESTED DATE OF
                  THE ADVANCE; PROVIDED THAT THE BORROWER GIVES THE LENDER
                  WRITTEN CONFIRMATION OF ITS TELEPHONIC NOTICE IN THE FORM OF
                  EXHIBIT C HERETO BY FACSIMILE PRIOR TO THE CLOSING DATE; AND
                  (ii) CONVERT (FROM ONE TYPE OF ADVANCE TO ANOTHER TYPE OF
                  ADVANCE), ON ANY BUSINESS DAY, ALL, BUT NOT ANY PARTIAL
                  AMOUNT, OF THE OUTSTANDING PRINCIPAL AMOUNT OF ANY ADVANCE BY
                  GIVING TO THE LENDER AT LEAST TWO (2) BUSINESS DAYS PRIOR
                  TELEPHONIC NOTICE THEREOF IN THE CASE OF A CONVERSION TO A
                  EURODOLLAR ADVANCE, OR ONE (1) BUSINESS DAY PRIOR TELEPHONIC
                  NOTICE THEREOF IN THE CASE OF A CONVERSION TO A PRIME RATE
                  ADVANCE; PROVIDED THAT THE BORROWER GIVES THE LENDER WRITTEN
                  CONFIRMATION OF ITS TELEPHONIC NOTICE IN THE FORM OF EXHIBIT C
                  HERETO BY FACSIMILE PRIOR TO THE DAY ANY SUCH CONVERSION IS
                  MADE HEREUNDER. IN THE ABSENCE OF NOTICE TO THE CONTRARY
                  PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE AND SUBJECT TO
                  THE REQUIREMENTS SET FORTH IN THIS AGREEMENT, AN EXISTING
                  ADVANCE WILL AUTOMATICALLY BE RENEWED AS THE SAME TYPE OF
                  ADVANCE ON THE LAST DAY OF THE CURRENT INTEREST PERIOD TO TAKE
                  EFFECT FOR THE NEXT INTEREST PERIOD. NO EURODOLLAR ADVANCE MAY
                  BE CONVERTED INTO A PRIME RATE ADVANCE PURSUANT TO THIS
                  SECTION VIA OR OTHERWISE, EXCEPT ON THE LAST DAY OF THE
                  INTEREST PERIOD APPLICABLE TO SUCH CONVERTING ADVANCE.
                  BORROWER MAY NOT SELECT AN INTEREST PERIOD THAT EXTENDS BEYOND
                  THE TERM LOAN MATURITY DATE OR THE REVOLVING LOAN MATURITY
                  DATE. THE INITIAL ADVANCE UNDER THIS AGREEMENT SHALL BE A
                  EURODOLLAR ADVANCE.

            B.          IN THE EVENT AN EVENT OF DEFAULT HAS OCCURRED AND IS
                  CONTINUING OR THE CONDITIONS SET FORTH IN ARTICLE II HAVE NOT
                  BEEN FULLY SATISFIED ON THE DATE OF A REQUESTED EURODOLLAR
                  ADVANCE (INCLUDING A RENEWAL OF A EURODOLLAR ADVANCE OR THE
                  CONVERSION OF A PRIME RATE ADVANCE INTO A EURODOLLAR ADVANCE),
                  THEN SUCH EURODOLLAR ADVANCE SHALL BE TREATED AS A PRIME RATE
                  ADVANCE.

      VII.        COLLATERAL. THE BORROWER'S OBLIGATIONS UNDER THIS AGREEMENT,
            THE TERM NOTE, THE REVOLVING NOTE, AND ALL OTHER LOAN DOCUMENTS
            (COLLECTIVELY, THE "BORROWER'S LIABILITIES") SHALL BE SECURED BY A
            PLEDGE OF THE PLEDGED SUBSIDIARY SHARES PURSUANT TO THE TERMS OF THE
            PLEDGE AGREEMENT, DATED AS OF THE CLOSING DATE, BY AND BETWEEN THE
            BORROWER AND THE LENDER IN THE FORM ATTACHED AS EXHIBIT D HERETO.

                                       10
<PAGE>

      VIII.       EXPENSES. IRRESPECTIVE OF WHETHER ANY LOAN IS MADE, THE
            BORROWER WILL: (A) PROMPTLY PAY ALL REASONABLE COSTS AND EXPENSES OF
            THE LENDER INCIDENT TO THE TRANSACTIONS CONTEMPLATED BY THIS
            AGREEMENT INCLUDING, BUT NOT LIMITED TO, ALL COSTS AND EXPENSES
            INCURRED IN CONNECTION WITH THE PREPARATION, NEGOTIATION, DELIVERY,
            AND EXECUTION OF ANY OF THE LOAN DOCUMENTS, AND IN CONNECTION WITH
            ANY MODIFICATION, AMENDMENT, ALTERATION OF ANY OF THE LOAN
            DOCUMENTS, AND IN CONNECTION WITH THE ENFORCEMENT OR COLLECTION OF
            ANY OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE
            LENDER'S OUT-OF-POCKET EXPENSES AND THE CHARGES AND DISBURSEMENTS TO
            COUNSEL RETAINED BY THE LENDER; AND (B) PROMPTLY PAY AND SAVE THE
            LENDER AND ALL OTHER HOLDERS OF THE NOTES HARMLESS AGAINST ANY AND
            ALL LIABILITY WITH RESPECT TO AMOUNTS PAYABLE AS A RESULT OF: (I)
            ANY TAXES WHICH MAY BE DETERMINED TO BE PAYABLE IN CONNECTION WITH
            THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE NOTES OR THE OTHER
            LOAN DOCUMENTS OR ANY MODIFICATION, AMENDMENT OR ALTERATION OF THE
            TERMS OR PROVISIONS OF THIS AGREEMENT, THE NOTES OR THE OTHER LOAN
            DOCUMENTS; (II) ANY INTEREST OR PENALTIES RESULTING FROM NONPAYMENT
            OR DELAY IN PAYMENT OF SUCH EXPENSES, CHARGES, DISBURSEMENTS,
            LIABILITIES OR TAXES; AND (III) ANY INCOME TAXES IN RESPECT OF ANY
            REIMBURSEMENT BY THE BORROWER FOR ANY OF SUCH VIOLATIONS, TAXES,
            INTERESTS OR PENALTIES PAID BY THE LENDER. THE OBLIGATIONS OF THE
            BORROWER UNDER THIS SECTION VIII SHALL SURVIVE THE REPAYMENT IN FULL
            OF THE NOTES. ANY OF THE FOREGOING AMOUNTS INCURRED BY THE LENDER
            AND NOT PAID BY THE BORROWER UPON DEMAND SHALL BEAR INTEREST FROM
            THE DATE INCURRED AT THE PRIME RATE PLUS THREE HUNDRED BASIS POINTS
            PER ANNUM AND SHALL BE DEEMED PART OF THE BORROWER'S LIABILITIES
            HEREUNDER.

      IX.         THE CLOSING. THE INITIAL FUNDING OF THE LOANS (THE "CLOSING")
            WILL OCCUR AT THE OFFICES OF THE LENDER AT 120 SOUTH LASALLE STREET,
            CHICAGO, ILLINOIS AT 9:30 A.M. ON JUNE1, 2004(THE "CLOSING DATE"),
            OR AT SUCH OTHER PLACE OR TIME OR ON SUCH OTHER DATE AS THE PARTIES
            HERETO MAY AGREE, BY DISBURSING THE PROCEEDS OF THE LOANS IN
            ACCORDANCE WITH THE BORROWER'S WRITTEN INSTRUCTIONS RECEIVED AT
            LEAST ONE BUSINESS DAY PRIOR TO CLOSING (THE "DISBURSEMENT
            INSTRUCTIONS").

                                       11
<PAGE>

                                   CONDITIONS

      The Lender's obligation to make any Loan shall be subject to the
performance by the Borrower prior to the Closing Date of all of its agreements
theretofore to be performed under this Agreement and to the satisfaction of the
following further conditions precedent:

      I.          DOCUMENTS. THE OBLIGATION OF THE LENDER TO MAKE ANY LOAN IS,
            IN ADDITION TO THE CONDITIONS PRECEDENT SPECIFIED ELSEWHERE IN THIS
            ARTICLE II, SUBJECT TO THE CONDITION PRECEDENT THAT THE LENDER SHALL
            HAVE RECEIVED ALL OF THE FOLLOWING, WHERE APPROPRIATE, DULY EXECUTED
            AND DATED THE CLOSING DATE AND IN FORM AND SUBSTANCE SATISFACTORY TO
            THE LENDER AND ITS COUNSEL:

            A.          THE NOTES;

            B.          THE PLEDGE AGREEMENT;

            C.          THE ACTUAL CERTIFICATES REPRESENTING ALL OF THE
                  SECURITIES CONSTITUTING THE PLEDGED PROPERTY (AS DEFINED IN
                  THE PLEDGE AGREEMENT) TOGETHER WITH IRREVOCABLE STOCK POWERS
                  FOR EACH SUCH CERTIFICATE ENDORSED BY THE BORROWER IN BLANK;

            D.          THE DISBURSEMENT INSTRUCTIONS;

            E.          GOOD STANDING CERTIFICATES FOR: (i) THE BORROWER ISSUED
                  BY THE SECRETARY OF STATE OF THE STATE OF NEVADA; (ii) BUSEY
                  BANK AND FIRST CAPITAL ISSUED BY THE OBRE; AND (iii) BUSEY
                  FLORIDA ISSUED BY THE OTS;

            F.          COPIES CERTIFIED BY THE SECRETARY OR AN ASSISTANT
                  SECRETARY OF THE BORROWER OF RESOLUTIONS OF THE BOARD OF
                  DIRECTORS OF THE BORROWER AUTHORIZING THE EXECUTION AND
                  DELIVERY (INCLUDING THE AUTHORITY TO PLEDGE THE PLEDGED
                  PROPERTY) OF THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN
                  DOCUMENTS, AND THE PERFORMANCE BY BORROWER OF ITS OBLIGATIONS
                  HEREUNDER, UNDER THE NOTES, AND THE OTHER LOAN DOCUMENTS;

            G.          COPIES CERTIFIED BY THE SECRETARY OR AN ASSISTANT
                  SECRETARY OF THE BORROWER OF ALL DOCUMENTS EVIDENCING ALL
                  NECESSARY CONSENTS, APPROVALS AND DETERMINATIONS OF ANY
                  FEDERAL OR STATE GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD,
                  REGULATORY AUTHORITY OR AGENCY INCLUDING, WITHOUT LIMITATION,
                  THE GOVERNMENTAL AGENCIES GOVERNMENTAL AGENCY WITH RESPECT TO
                  THE TRANSACTIONS CONTEMPLATED

                                       12
<PAGE>

                  IN THE LOAN DOCUMENTS, INCLUDING APPROVALS OF THE GOVERNMENTAL
                  AGENCIES OF THE MERGER, AND ANY OTHER TRANSACTIONS BETWEEN THE
                  LENDER, ON THE ONE PART, AND BORROWER OR ANY OF THE BANK
                  SUBSIDIARIES, ON THE OTHER PART;

            H.          AN INCUMBENCY CERTIFICATE OF THE SECRETARY OR AN
                  ASSISTANT SECRETARY OF THE BORROWER CERTIFYING THE NAMES OF
                  THE OFFICER OR OFFICERS OF THE BORROWER AUTHORIZED TO SIGN
                  THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS,
                  TOGETHER WITH A SAMPLE OF THE TRUE, ACCURATE, AND COMPLETE
                  SIGNATURE OF EACH SUCH OFFICER (THE LENDER MAY CONCLUSIVELY
                  RELY ON SUCH CERTIFICATE UNTIL FORMALLY ADVISED BY A LIKE
                  CERTIFICATE OF ANY CHANGES THEREIN);

            I.          A CERTIFICATE SIGNED BY THE PRESIDENT OR A VICE
                  PRESIDENT OF THE BORROWER CERTIFYING THAT THE CONDITIONS
                  SPECIFIED IN ARTICLE II HAVE BEEN FULLY SATISFIED AND THAT NO
                  EVENT OF DEFAULT HAS OCCURRED;

            J.          A CERTIFICATE SIGNED BY THE CHAIRMAN OF THE BORROWER
                  WITH REGARDS TO THE MERGER AGREEMENT THAT ALL PARTIES PURSUANT
                  TO THE MERGER AGREEMENT HAVE COMPLIED WITH ALL TERMS AND
                  CONDITIONS SET FORTH THEREIN;

            K.          A CERTIFIED COPY OF THE CERTIFICATE OF MERGER RELATING
                  TO THE MERGER, WHICH SHALL BE DELIVERED WITHIN FIFTEEN (15)
                  DAYS AFTER THE CLOSING DATE;

            L.          A LETTER, ENTERED INTO BY AND AMONG THE BORROWER, THE
                  LENDER, AND A THIRD PARTY CUSTODIAN AND PROVIDING FOR THE
                  HOLDING OF THE PLEDGED SUBSIDIARY SHARES FOR THE BENEFIT AND
                  SECURITY OF THE LENDER, AS SOON AS POSSIBLE, BUT IN ANY EVENT
                  NOT MORE THAN THIRTY (30) DAYS AFTER THE CLOSING DATE.

      II.         OTHER CONDITIONS OF BORROWING.

      Notwithstanding any other provision of this Agreement, the Lender shall
not be required to make any Advance under any Loan at any time if, as of the
date of any request for an Advance or as of the proposed date for an Advance:

            A.          THERE HAS OCCURRED, IN THE LENDER'S SOLE AND COMPLETE
                  DISCRETION, A MATERIAL ADVERSE CHANGE IN THE FINANCIAL
                  CONDITION OR AFFAIRS OF THE BORROWER OR ANY OF THE
                  SUBSIDIARIES SINCE DECEMBER 31, 2003;

            B.          ANY OF THE REPRESENTATIONS AND WARRANTIES OF THE
                  BORROWER CONTAINED IN THIS AGREEMENT, (INCLUDING IN ARTICLE
                  III) OR THE INFORMATION SET FORTH IN THE RECITALS HERETO SHALL
                  NOT BE TRUE, ACCURATE, AND COMPLETE ON AND AS OF THE DATE OF
                  ANY ADVANCE, WITH THE SAME EFFECT AS THOUGH SUCH
                  REPRESENTATIONS AND WARRANTIES HAD BEEN MADE,

                                       13
<PAGE>

                  OR SUCH INFORMATION HAD BEEN PRESENTED, ON AND AS OF SUCH
                  DATE;

            C.          ANY EVENT OF DEFAULT (AS SUCH TERM IS DEFINED IN SECTION
                  I BELOW) HAS OCCURRED OR ANY EVENT WHICH, WITH THE GIVING OF
                  NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF
                  DEFAULT;

            D.          ANY LITIGATION OR GOVERNMENTAL PROCEEDING HAS BEEN
                  INSTITUTED OR THREATENED AGAINST THE BORROWER OR ANY OF THE
                  SUBSIDIARIES OR ANY OF THEIR OFFICERS OR SHAREHOLDERS WHICH,
                  IN THE SOLE DISCRETION OF THE LENDER, MAY ADVERSELY AFFECT THE
                  FINANCIAL CONDITION, BUSINESS, PROPERTIES, ASSETS,
                  LIABILITIES, OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS
                  OF THE BORROWER OR ANY OF THE SUBSIDIARIES;

            E.          ALL NECESSARY OR APPROPRIATE ACTIONS AND PROCEEDINGS
                  SHALL NOT HAVE BEEN TAKEN IN CONNECTION WITH, OR RELATING TO,
                  THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY,
                  AND ALL DOCUMENTS INCIDENT THERETO SHALL NOT HAVE BEEN
                  COMPLETED AND TENDERED FOR DELIVERY, IN SUBSTANCE AND FORM
                  SATISFACTORY TO THE LENDER, INCLUDING, BUT NOT LIMITED TO, IF
                  APPROPRIATE IN THE OPINION OF THE LENDER, THE LENDER'S FAILURE
                  TO HAVE RECEIVED EVIDENCE THAT ALL NECESSARY APPROVALS FROM
                  GOVERNMENTAL AGENCIES TO ENTER INTO THIS AGREEMENT AND TO
                  CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN
                  RECEIVED;

            F.          THE LENDER SHALL NOT HAVE RECEIVED IN SUBSTANCE AND FORM
                  REASONABLY SATISFACTORY TO THE LENDER, ALL CERTIFICATES,
                  AFFIDAVITS, SCHEDULES, RESOLUTIONS, OPINIONS, NOTES, AND OTHER
                  DOCUMENTS WHICH ARE REQUIRED HEREUNDER, OR WHICH IT MAY
                  REASONABLY REQUEST; OR

            G.          ANY OF THE PLEDGED SUBSIDIARY SHARES ARE SUBJECT TO ANY
                  LIEN, OTHER THAN IN FAVOR OF THE LENDER.

                         REPRESENTATIONS AND WARRANTIES

      To induce the Lender to make the Loans provided for herein, the Borrower
hereby represents and warrants as set forth below.

      I.          CORPORATE ORGANIZATION. THE BORROWER: (A) IS A CORPORATION
            DULY ORGANIZED VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
            OF THE STATE OF NEVADA; (B) IS DULY QUALIFIED AS A FOREIGN
            CORPORATION AND IN GOOD STANDING IN ALL STATES IN WHICH IT IS DOING
            BUSINESS EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT HAVE A
            MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION, BUSINESS,
            PROPERTIES,

                                       14
<PAGE>

            ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS
            OF BORROWER; AND (C) HAS ALL REQUISITE POWER AND AUTHORITY,
            CORPORATE OR OTHERWISE, TO OWN, OPERATE AND LEASE ITS PROPERTIES AND
            TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED AND AS PROPOSED TO
            BE CONDUCTED. BUSEY AND FIRST CAPITAL ARE DULY ORGANIZED, VALIDLY
            EXISTING AND CHARTERED UNDER THE LAWS OF ILLINOIS, AND HAVE ALL
            REQUISITE POWER AND AUTHORITY, CORPORATE OR OTHERWISE, TO OWN,
            OPERATE AND LEASE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW
            BEING CONDUCTED AND AS PROPOSED TO BE CONDUCTED. BUSEY FLORIDA IS
            DULY ORGANIZED, VALIDLY EXISTING AND CHARTERED UNDER THE OTS, AND
            HAS ALL REQUISITE POWER AND AUTHORITY, CORPORATE OR OTHERWISE, TO
            OWN, OPERATE AND LEASE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS
            AS NOW BEING CONDUCTED AND AS PROPOSED TO BE CONDUCTED. THE DEPOSIT
            ACCOUNTS OF EACH OF THE BANK SUBSIDIARIES ARE FULLY INSURED BY THE
            FDIC. THE BORROWER AND EACH OF THE BANK SUBSIDIARIES HAVE MADE
            PAYMENT (ON A TIMELY BASIS) OF ALL FRANCHISE AND SIMILAR TAXES IN
            THE STATE OF NEVADA, THE STATE OF ILLINOIS, AND THE STATE OF FLORIDA
            AND IN ALL OF THE RESPECTIVE JURISDICTIONS IN WHICH THEY ARE
            INCORPORATED, CHARTERED OR QUALIFIED, EXCEPT FOR ANY SUCH TAXES: (A)
            WHERE THE FAILURE TO PAY SUCH TAXES WOULD NOT HAVE A MATERIAL
            ADVERSE EFFECT ON THE FINANCIAL CONDITION, BUSINESS, PROPERTIES,
            ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS
            OF BORROWER OR ANY OF THE BANK SUBSIDIARIES; (B) THE VALIDITY OF
            WHICH IS BEING CONTESTED IN GOOD FAITH; AND (C) FOR WHICH PROPER
            RESERVES HAVE BEEN SET ASIDE ON THE BOOKS OF THE BORROWER OR THE
            BANK SUBSIDIARIES, AS THE CASE MAY BE.

      II.         CAPITAL STOCK OF THE BORROWER

            A.          SCHEDULE 3.2 CORRECTLY SETS FORTH: (i) THE STATE OR
                  STATES IN WHICH THE BORROWER CONDUCTS ITS BUSINESSES; AND (ii)
                  A LIST OF ALL DIRECT AND INDIRECT SUBSIDIARIES OF THE
                  BORROWER. EXCEPT AS OTHERWISE STATED IN SCHEDULE 3.2, THERE IS
                  NO PLAN, AGREEMENT OR UNDERSTANDING PROVIDING FOR, OR
                  CONTEMPLATING, THE ISSUANCE OF ANY ADDITIONAL SHARES OF
                  CAPITAL STOCK OF THE BORROWER.

            B.          ALL OF THE OUTSTANDING CAPITAL STOCK OF THE BORROWER HAS
                  BEEN DULY AUTHORIZED, LEGALLY AND VALIDLY ISSUED, FULLY PAID
                  AND NONASSESSABLE. NONE OF BORROWER'S CAPITAL STOCK HAS BEEN
                  ISSUED IN VIOLATION OF ANY SHAREHOLDER'S PREEMPTIVE RIGHTS.
                  EXCEPT AS OTHERWISE STATED IN SCHEDULE 3.2, THERE ARE, AS OF
                  THE DATE HEREOF, NO OUTSTANDING OPTIONS, RIGHTS, WARRANTS OR
                  OTHER AGREEMENTS OR INSTRUMENTS OBLIGATING THE BORROWER TO
                  ISSUE, DELIVER OR SELL, OR CAUSE TO BE ISSUED, DELIVERED OR
                  SOLD, ADDITIONAL SHARES OF THE CAPITAL STOCK OF THE BORROWER
                  OR OBLIGATING THE BORROWER TO GRANT, EXTEND OR ENTER INTO

                                       15
<PAGE>

                  ANY SUCH AGREEMENT OR COMMITMENT.

      III.        CAPITAL STOCK OF THE BANK SUBSIDIARIES.

            A.          SCHEDULE 3.3 CORRECTLY SETS FORTH: (i) THE STATE OR
                  STATES IN WHICH EACH OF THE BANK SUBSIDIARIES CONDUCTS ITS
                  RESPECTIVE BUSINESSES; AND (ii) A LIST OF EACH CLASS OF STOCK
                  OF EACH OF THE BANK SUBSIDIARIES AS WELL AS THE OWNERS OF
                  RECORD AND BENEFICIAL OWNERS THEREOF, INCLUDING THE NUMBER OF
                  SHARES HELD BY EACH. EXCEPT AS OTHERWISE STATED IN SCHEDULE
                  3.3, THERE IS NO PLAN, AGREEMENT OR UNDERSTANDING PROVIDING
                  FOR, OR CONTEMPLATING, THE ISSUANCE OF ANY ADDITIONAL SHARES
                  OF CAPITAL STOCK OF ANY OF THE BANK SUBSIDIARIES.

            B.          ALL OF THE OUTSTANDING CAPITAL STOCK OF EACH OF THE BANK
                  SUBSIDIARIES, INCLUDING ALL OF THE PLEDGED SUBSIDIARY SHARES,
                  HAVE BEEN DULY AUTHORIZED, LEGALLY AND VALIDLY ISSUED, FULLY
                  PAID AND NONASSESSABLE, AND THE PLEDGED SUBSIDIARY SHARES ARE
                  OWNED BY THE BORROWER, FREE AND CLEAR OF ALL LIENS, EXCEPT AS
                  MAY EXIST FOR THE BENEFIT OF THE LENDER. NONE OF THE PLEDGED
                  SUBSIDIARY SHARES HAVE BEEN ISSUED IN VIOLATION OF ANY
                  SHAREHOLDER'S PREEMPTIVE RIGHTS. EXCEPT AS OTHERWISE STATED IN
                  SCHEDULE 3.3, THERE ARE, AS OF THE DATE HEREOF, NO OUTSTANDING
                  OPTIONS, RIGHTS, WARRANTS OR OTHER AGREEMENTS OR INSTRUMENTS
                  OBLIGATING THE BORROWER TO ISSUE, DELIVER OR SELL, OR CAUSE TO
                  BE ISSUED, DELIVERED OR SOLD, ADDITIONAL SHARES OF THE CAPITAL
                  STOCK OF ANY OF THE BANK SUBSIDIARIES, OR OBLIGATING THE
                  BORROWER OR ANY OF THE BANK SUBSIDIARIES TO GRANT, EXTEND OR
                  ENTER INTO ANY SUCH AGREEMENT OR COMMITMENT.

      IV.         MARGIN SECURITIES. THE BORROWER DOES NOT OWN ANY "MARGIN
            SECURITY" AS SUCH TERM IS DEFINED IN REGULATION G OF THE FRB.

      V.          FINANCIAL STATEMENTS.

            A.          THE BORROWER HAS DELIVERED TO THE LENDER: (i) COPIES OF
                  THE CONSOLIDATED AND CONSOLIDATING FINANCIAL STATEMENTS OF THE
                  BORROWER AS OF AND FOR THE YEAR OR OTHER PERIOD ENDING
                  DECEMBER 31, 2003 AND THE RELATED STATEMENTS OF INCOME AND
                  CASH FLOWS FOR THE 12-MONTH PERIOD THEN-ENDING, AUDITED BY
                  MCGLADREY & PULLEN ("MCGLADREY"), ITS CERTIFIED PUBLIC
                  ACCOUNTANTS AND FOR THE THREE MONTH PERIOD ENDING MARCH 31,
                  2004 (THE "FINANCIAL STATEMENTS"); (ii) COPIES OF THE ANNUAL
                  REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
                  COMMISSION (THE "SEC") FOR THE PERIOD ENDING DECEMBER 31,
                  2003; (iii) COPIES OF THE QUARTERLY REPORT ON FORM 10-Q FILED
                  WITH THE SEC FOR THE PERIOD ENDING MARCH 31, 2004 (THE ANNUAL
                  AND QUARTERLY REPORTS BEING COLLECTIVELY REFERRED TO AS THE
                  "SEC REPORTS") THE FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
                  ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
                  ("GAAP") APPLIED ON A BASIS

                                       16
<PAGE>

                  CONSISTENT WITH PRIOR PERIODS. SINCE MARCH 31, 2004, THERE HAS
                  BEEN NO ADVERSE CHANGE IN THE FINANCIAL CONDITION, BUSINESS,
                  PROPERTIES, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR
                  RESULTS OF OPERATIONS OF THE BORROWER OR ANY OF ITS
                  SUBSIDIARIES.

            B.          THE BORROWER HAS DELIVERED TO THE LENDER COPIES OF ALL
                  CALL REPORTS FILED BY BUSEY, BUSEY FLORIDA, AND FIRST CAPITAL
                  BANK FOR THE PERIOD ENDING DECEMBER 31, 2003 AND COPIES OF
                  FORM FRY-9C FILINGS FILED BY THE BORROWER AND FIRST CAPITAL
                  BANCSHARES FOR THE PERIOD ENDING DECEMBER 31, 2003 (SUCH CALL
                  REPORTS AND FORMS FRY-9C, TOGETHER WITH THE FINANCIAL
                  STATEMENTS, COLLECTIVELY, THE "REPORTS"). ALL OF THE REPORTS
                  AND THE SEC REPORTS ARE TRUE, ACCURATE, AND COMPLETE AND ARE
                  IN ACCORDANCE WITH THE RESPECTIVE BOOKS OF ACCOUNT AND RECORDS
                  OF THE BORROWER AND ITS SUBSIDIARIES, AND HAVE BEEN PREPARED
                  IN ACCORDANCE WITH APPLICABLE BANKING REGULATIONS, RULES AND
                  GUIDELINES ON A BASIS CONSISTENT WITH PRIOR PERIODS, AND
                  FAIRLY AND ACCURATELY PRESENT THE FINANCIAL CONDITION,
                  BUSINESS, PROPERTIES, ASSETS, LIABILITIES, OPERATIONS,
                  PROSPECTS, AND RESULTS OF OPERATIONS OF THE BORROWER AND ITS
                  SUBSIDIARIES AS OF THEIR RESPECTIVE DATES. THE REPORTS AND THE
                  SEC REPORTS CONTAIN AND REFLECT ADEQUATE PROVISIONS FOR TAXES,
                  RESERVES AND OTHER LIABILITIES OF THE BORROWER AND ITS BANK
                  SUBSIDIARIES IN ACCORDANCE WITH GAAP. NEITHER THE BORROWER NOR
                  ANY OF THE BANK SUBSIDIARIES HAS ANY MATERIAL DEBT, LIABILITY
                  OR OBLIGATION OF ANY NATURE (WHETHER ACCRUED, CONTINGENT,
                  ABSOLUTE OR OTHERWISE) THAT IS NOT PROVIDED FOR OR DISCLOSED
                  IN THE REPORTS AND THE SEC REPORTS.

      VI.         TITLE TO PROPERTIES.

            A.          THE BORROWER AND EACH OF THE BANK SUBSIDIARIES HAS,
                  RESPECTIVELY, GOOD AND MARKETABLE FEE TITLE TO ALL REAL
                  PROPERTY, AND GOOD AND MARKETABLE TITLE TO ALL OTHER PROPERTY
                  AND ASSETS REFLECTED IN THE REPORTS, EXCLUDING: (i) REAL
                  PROPERTY AND OTHER PROPERTIES AND ASSETS ACQUIRED AND/OR BEING
                  ACQUIRED FROM DEBTORS IN FULL OR PARTIAL SATISFACTION OF
                  OBLIGATIONS OWED TO ANY OF THE BANK SUBSIDIARIES; (ii)
                  PROPERTY OR OTHER ASSETS LEASED BY THE BORROWER OR ANY OF THE
                  BANK SUBSIDIARIES; AND (iii) PROPERTY AND ASSETS SOLD OR
                  OTHERWISE DISPOSED OF SUBSEQUENT TO THE DATE OF SUCH REPORTS.
                  ALL PROPERTY AND ASSETS OF ANY KIND (REAL OR PERSONAL,
                  TANGIBLE OR INTANGIBLE) OF THE BORROWER AND EACH OF THE BANK
                  SUBSIDIARIES ARE FREE AND CLEAR FROM ANY AND ALL LIENS AND
                  DEFECTS IN TITLE, EXCEPT FOR ANY LIENS GRANTED HEREWITH OR
                  PREVIOUSLY BY THE BORROWER TO THE LENDER. EXCEPT AS IDENTIFIED
                  IN SCHEDULE 3.6, NO FINANCING STATEMENT UNDER THE UNIFORM
                  COMMERCIAL CODE THAT NAMES THE BORROWER OR ANY OF THE BANK
                  SUBSIDIARIES HAS BEEN FILED, AND NEITHER THE BORROWER NOR ANY
                  OF THE BANK SUBSIDIARIES HAS SIGNED ANY FINANCING STATEMENT OR
                  ANY SECURITY AGREEMENT AUTHORIZING ANY SECURED PARTY
                  THEREUNDER TO FILE ANY SUCH FINANCING

                                       17
<PAGE>

                  STATEMENT.

            B.          THE BORROWER AND EACH OF THE BANK SUBSIDIARIES ENJOYS
                  PEACEFUL AND UNDISTURBED POSSESSION UNDER ALL OF THE LEASES
                  COVERING ALL PROPERTY AND OTHER ASSETS LEASED BY BORROWER AND
                  EACH OF THE BANK SUBSIDIARIES, AS APPLICABLE (ALL OF WHICH
                  PERMIT THE CUSTOMARY OPERATIONS OF THE BORROWER AND EACH OF
                  THE BANK SUBSIDIARIES, AS APPLICABLE). NONE OF SUCH LEASES IS
                  IN MATERIAL DEFAULT AND NO EVENT HAS OCCURRED WHICH WITH THE
                  PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD
                  CONSTITUTE A MATERIAL DEFAULT UNDER ANY THEREOF.

      VII.        TRANSACTION IS LEGAL AND AUTHORIZED. THE BORROWING OF THE
            PRINCIPAL AMOUNT OF THE LOANS, THE EXECUTION OF THIS AGREEMENT AND
            THE OTHER LOAN DOCUMENTS AND COMPLIANCE BY THE BORROWER WITH ALL OF
            THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE
            WITHIN THE CORPORATE AND OTHER POWERS OF THE BORROWER. THIS
            AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN DULY AUTHORIZED,
            EXECUTED AND DELIVERED, AND ARE LEGAL, VALID AND BINDING OBLIGATIONS
            OF THE BORROWER, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.

      VIII.       NO DEFAULTS OR RESTRICTIONS. NEITHER THE EXECUTION AND
            DELIVERY OF THE LOAN DOCUMENTS NOR COMPLIANCE WITH THEIR RESPECTIVE
            TERMS AND CONDITIONS WILL: (A) CONFLICT WITH, OR RESULT IN A BREACH
            OF, OR CONSTITUTE A DEFAULT UNDER: (I) ANY OF THE TERMS,
            OBLIGATIONS, COVENANTS, CONDITIONS OR PROVISIONS OF ANY CORPORATE
            RESTRICTION OR OF ANY INDENTURE, MORTGAGE, DEED OF TRUST, PLEDGE,
            BANK LOAN, CREDIT AGREEMENT, CORPORATE CHARTER, BYLAW OR ANY OTHER
            AGREEMENT, DOCUMENT, OR INSTRUMENT TO WHICH THE BORROWER OR ANY OF
            THE BANK SUBSIDIARIES IS A PARTY OR BY WHICH ANY OF THEM OR ANY OF
            THEIR PROPERTIES OR ASSETS MAY BE BOUND OR AFFECTED; OR (II) ANY
            JUDGMENT, ORDER, WRIT, INJUNCTION, DECREE OR DEMAND OF ANY COURT,
            ARBITRATOR, GRAND JURY, OR GOVERNMENTAL AGENCY; OR (B) RESULT IN THE
            CREATION OR IMPOSITION OF ANY LIEN UPON ANY PROPERTY OR ASSET OF THE
            BORROWER OR ANY OF THE BANK SUBSIDIARIES UNDER THE TERMS OR
            PROVISIONS OF ANY OF THE FOREGOING. NEITHER THE BORROWER NOR ANY OF
            THE BANK SUBSIDIARIES IS IN DEFAULT IN THE PERFORMANCE, OBSERVANCE
            OR FULFILLMENT OF ANY OF THE TERMS, OBLIGATIONS, COVENANTS,
            CONDITIONS OR PROVISIONS CONTAINED IN ANY INDENTURE, INSTRUMENT, OR
            OTHER AGREEMENT CREATING, EVIDENCING OR SECURING INDEBTEDNESS OF ANY
            KIND OR PURSUANT TO WHICH ANY SUCH INDEBTEDNESS IS ISSUED, OR OTHER
            AGREEMENT OR INSTRUMENT TO WHICH THE BORROWER OR ANY OF THE BANK
            SUBSIDIARIES IS A PARTY OR BY WHICH THE BORROWER OR ANY OF THE BANK
            SUBSIDIARIES OR THEIR PROPERTIES MAY BE BOUND OR AFFECTED.

                                       18
<PAGE>

      IX.         GOVERNMENTAL CONSENT. NO GOVERNMENTAL ORDERS, PERMISSIONS,
            CONSENTS, APPROVALS OR AUTHORIZATIONS ARE REQUIRED TO BE OBTAINED BY
            THE BORROWER OR ANY OF THE BANK SUBSIDIARIES, AND NO REGISTRATIONS
            OR DECLARATIONS ARE REQUIRED TO BE FILED BY THE BORROWER OR ANY OF
            THE BANK SUBSIDIARIES IN CONNECTION WITH, OR CONTEMPLATION OF, THE
            EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
            DOCUMENTS, OR THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
            THEREBY.

      X.          TAXES. THE BORROWER AND EACH OF THE BANK SUBSIDIARIES HAS
            FILED ON A TIMELY BASIS ALL UNITED STATES INCOME TAX RETURNS AND ALL
            STATE AND MUNICIPAL TAX RETURNS WHICH ARE REQUIRED TO BE FILED, AND
            HAVE PAID ON A TIMELY BASIS, OR MADE ADEQUATE PROVISION FOR THE
            PAYMENT OF, ALL TAXES WHICH HAVE BECOME DUE PURSUANT TO SAID RETURNS
            OR PURSUANT TO ANY ASSESSMENT RECEIVED BY THE BORROWER OR ANY OF THE
            BANK SUBSIDIARIES, EXCEPT SUCH TAXES, IF ANY, AS ARE BEING CONTESTED
            IN GOOD FAITH AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED
            ON THE FINANCIAL STATEMENTS. EXCEPT AS OTHERWISE DISCLOSED TO
            LENDER, THE BORROWER IS UNAWARE OF ANY AUDIT, ASSESSMENT OR OTHER
            PROPOSED ACTION OR INQUIRY OF THE INTERNAL REVENUE SERVICE WITH
            RESPECT TO THE UNITED STATES INCOME TAX LIABILITY OF THE BORROWER OR
            ANY OF THE BANK SUBSIDIARIES. TO THE BEST OF THE BORROWER'S
            KNOWLEDGE, THE BORROWER AND EACH OF THE BANK SUBSIDIARIES HAVE
            WITHHELD AMOUNTS FROM THEIR EMPLOYEES, SHAREHOLDERS OR HOLDERS OF
            PUBLIC DEPOSIT ACCOUNTS IN FULL AND COMPLETE COMPLIANCE WITH THE TAX
            WITHHOLDING PROVISIONS OF APPLICABLE FEDERAL, STATE AND LOCAL LAWS
            AND EACH HAS FILED ALL FEDERAL, STATE AND LOCAL RETURNS AND REPORTS
            FOR ALL YEARS FOR WHICH ANY SUCH RETURN OR REPORT WOULD BE DUE WITH
            RESPECT TO EMPLOYEE INCOME TAX WITHHOLDING, SOCIAL SECURITY,
            UNEMPLOYMENT TAXES, INCOME AND OTHER TAXES AND ALL PAYMENTS OR
            DEPOSITS WITH RESPECT TO SUCH TAXES HAVE BEEN MADE WITHIN THE TIME
            PERIOD REQUIRED BY LAW.

      XI.         COMPLIANCE WITH LAW. THE BORROWER AND EACH OF THE BANK
            SUBSIDIARIES HAVE COMPLIED WITH ALL APPLICABLE STATUTES, RULES,
            REGULATIONS, ORDERS AND RESTRICTIONS OF ANY DOMESTIC OR FOREIGN
            GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY THEREOF, HAVING
            JURISDICTION OVER THE CONDUCT OF THEIR RESPECTIVE BUSINESSES OR THE
            OWNERSHIP OF THEIR RESPECTIVE PROPERTIES AND ASSETS, EXCEPT WHERE
            ANY SUCH FAILURE TO COMPLY WOULD NOT MATERIALLY AND ADVERSELY AFFECT
            THE FINANCIAL CONDITION, BUSINESS, PROPERTIES, ASSETS, LIABILITIES,
            OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS OF THE BORROWER OR
            ANY OF THE BANK SUBSIDIARIES.

                                       19
<PAGE>

      XII.        RESTRICTIONS ON THE BORROWER. NEITHER THE BORROWER NOR ANY OF
            THE BANK SUBSIDIARIES IS A PARTY, OR IS BOUND BY, ANY CONTRACT OR
            AGREEMENT OR INSTRUMENT, OR SUBJECT TO ANY CHARTER OR OTHER
            CORPORATE RESTRICTION THAT WOULD MATERIALLY AND ADVERSELY AFFECT ITS
            FINANCIAL CONDITION, BUSINESS, PROPERTIES, ASSETS, LIABILITIES,
            OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS.

      XIII.       ERISA. ALL EMPLOYEE BENEFIT PLANS (AS DEFINED IN SECTION 3(3)
            OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA")) ESTABLISHED OR MAINTAINED BY THE BORROWER OR ANY ERISA
            AFFILIATE (AS DEFINED IN THIS SECTION XIII) OR TO WHICH THE BORROWER
            OR ANY ERISA AFFILIATE CONTRIBUTES ARE IN MATERIAL COMPLIANCE WITH
            APPLICABLE REQUIREMENTS OF ERISA, AND ARE IN MATERIAL COMPLIANCE
            WITH APPLICABLE REQUIREMENTS (INCLUDING QUALIFICATION AND
            NON-DISCRIMINATION REQUIREMENTS) OF THE CODE FOR OBTAINING THE TAX
            BENEFITS THE CODE THEREUPON PERMITS WITH RESPECT TO SUCH PLANS. EACH
            EMPLOYEE BENEFIT PLAN WHICH IS A GROUP HEALTH PLAN (WITHIN THE
            MEANING OF SECTION 5000(B)(1) OF THE CODE) COMPLIES WITH AND HAS
            BEEN MAINTAINED AND OPERATED IN MATERIAL COMPLIANCE WITH EACH OF THE
            REQUIREMENTS OF SECTION 4980B OF THE CODE. NEITHER THE BORROWER NOR
            ANY ERISA AFFILIATE HAS FAILED TO MAKE ANY CONTRIBUTIONS OR TO PAY
            ANY AMOUNTS WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN OR ERISA OR
            ANY OTHER APPLICABLE LAW. NO "REPORTABLE EVENT" OR "PROHIBITED
            TRANSACTION," AS DEFINED IN ERISA, HAS OCCURRED AND IS CONTINUING AS
            TO ANY EMPLOYEE BENEFIT PLAN AND NO EXCISE TAXES HAVE BEEN INCURRED
            OR SECURITY IS REQUIRED WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN.
            EXCEPT AS SET FORTH IN SCHEDULE 3.13, NO EMPLOYEE BENEFIT PLAN HAS,
            OR AS OF THE CLOSING DATE WILL HAVE, ANY AMOUNT OF UNFUNDED BENEFIT
            LIABILITIES (AS DEFINED IN SECTION 4001(A)(18) OF ERISA) FOR WHICH
            THE BORROWER OR ANY ERISA AFFILIATE COULD BE LIABLE TO ANY PERSON
            UNDER TITLE IV OF ERISA IF ANY SUCH PLAN WERE TERMINATED. ALL
            EMPLOYEE BENEFIT PLANS ARE FUNDED IN ACCORDANCE WITH SECTION 412 OF
            THE CODE (IF APPLICABLE). THERE WOULD BE NO OBLIGATIONS UNDER TITLE
            IV OF ERISA RELATING TO ANY EMPLOYEE BENEFIT PLAN THAT IS A
            MULTIEMPLOYER PLAN IF ANY SUCH PLAN WERE TERMINATED OR IF THE
            BORROWER OR ANY ERISA AFFILIATE WITHDREW FROM ANY SUCH PLAN.

      XIV.        NO MATERIAL ADVERSE CHANGE. SINCE DECEMBER 31, 2003, NEITHER
            THE FINANCIAL CONDITION, BUSINESS, PROPERTIES, ASSETS, LIABILITIES,
            OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS OF THE BORROWER OR
            ANY OF THE BANK SUBSIDIARIES HAVE BEEN MATERIALLY AND ADVERSELY
            AFFECTED IN ANY MANNER, INCLUDING, WITHOUT LIMITATION, AS A RESULT
            OF FIRE, EXPLOSION, ACCIDENT, ACT OF GOD, STRIKE, LOCKOUT, FLOOD,
            DROUGHT, STORM, EARTHQUAKE, COMBINATION OF WORKMEN OR OTHER

                                       20
<PAGE>

            LABOR DISTURBANCE, RIOT, ACTIVITY OF ARMED FORCES OR OF THE PUBLIC
            ENEMY, EMBARGO, OR NATIONALIZATION, CONDEMNATION, REQUISITION OR
            TAKING OF PROPERTY, OR CANCELLATION OR MODIFICATION OF CONTRACTS, BY
            ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY
            THEREOF. SINCE DECEMBER 31, 2003, THERE HAVE BEEN NO MATERIAL
            CHANGES IN THE PROPERTIES, ASSETS, LIABILITIES, OR CONDITION,
            FINANCIAL OR OTHERWISE, OF THE BORROWER OR ANY OF THE BANK
            SUBSIDIARIES OTHER THAN CHANGES ARISING FROM TRANSACTIONS IN THE
            ORDINARY COURSE OF BUSINESS, NONE OF WHICH HAS BEEN MATERIALLY
            ADVERSE, WHETHER IN THE ORDINARY COURSE OF BUSINESS OR OTHERWISE.

      XV.         RESERVE FOR POSSIBLE LOAN AND LEASE LOSSES. THE RESERVES FOR
            POSSIBLE LOAN AND LEASE LOSSES SHOWN IN THE REPORTS ARE ADEQUATE IN
            ALL RESPECTS TO PROVIDE FOR LOSSES, NET OF RECOVERIES RELATING TO
            LOANS PREVIOUSLY CHARGED OFF, ON LOANS AND LEASES OUTSTANDING AND
            CONTAIN AN ADDITIONAL AMOUNT OF UNALLOCATED RESERVES FOR
            UNANTICIPATED FUTURE LOSSES AT LEVELS CONSIDERED ADEQUATE BASED UPON
            GENERALLY ACCEPTED SAFE AND SOUND BANKING PRACTICES, AS OF THE DATE
            OF SUCH REPORTS. THE AGGREGATE PRINCIPAL AMOUNT OF LOANS CONTAINED
            IN THE LOAN PORTFOLIOS OF EACH OF THE BANK SUBSIDIARIES IN EXCESS OF
            THE CORRESPONDING RESERVE IS FULLY COLLECTIBLE.

      XVI.        REGULATORY ENFORCEMENT ACTIONS. NEITHER THE BORROWER NOR ANY
            OF THE BANK SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS OR
            DIRECTORS IS NOW OPERATING UNDER ANY RESTRICTIONS, AGREEMENTS,
            MEMORANDA, OR COMMITMENTS (OTHER THAN RESTRICTIONS OF GENERAL
            APPLICATION) IMPOSED BY ANY GOVERNMENTAL AGENCY, NOR ARE ANY SUCH
            RESTRICTIONS AGREEMENTS, MEMORANDA OR COMMITMENTS THREATENED OR
            BEING SOUGHT BY ANY GOVERNMENTAL AGENCY.

      XVII.       HAZARDOUS MATERIALS. NEITHER THE BORROWER NOR ANY HM
            SUBSIDIARY (AS SUCH TERM IS DEFINED IN THIS SECTION XVII) OF
            BORROWER IS IN VIOLATION OF ANY APPLICABLE STATUTE, REGULATION,
            ORDINANCE OR POLICY OF ANY GOVERNMENTAL ENTITY RELATING TO THE
            ECOLOGY, HUMAN HEALTH, SAFETY OR THE ENVIRONMENT AND NO HAZARDOUS
            MATERIAL (AS SUCH TERM IS DEFINED IN THIS SECTION XVII) IS LOCATED
            ON ANY REAL PROPERTY OWNED OR LEASED BY THE BORROWER OR ANY HM
            SUBSIDIARY OR HAS BEEN DISCHARGED FROM OR TO, OR PENETRATED INTO,
            ANY REAL PROPERTY (OR SURFACE OR SUBSURFACE RIVERS OR STREAMS
            CROSSING OR ADJOINING ANY REAL PROPERTY) OWNED OR LEASED BY THE
            BORROWER OR ANY HM SUBSIDIARY OF BORROWER OR THE AQUIFER UNDERLYING
            ANY REAL PROPERTY OWNED OR LEASED BY THE BORROWER OR ANY HM
            SUBSIDIARY OF BORROWER. "HAZARDOUS MATERIAL" AS USED HEREIN MEANS
            ANY ASBESTOS, POLYCHLORINATED BYPHENYLS AND PETROLEUM PRODUCTS,
            SOLID

                                       21
<PAGE>

            WASTES, UREAFORMALDEHYDE, DISCHARGES OF SEWER OR EFFLUENT, PAINT
            CONTAINING LEAD AND ANY OTHER HAZARDOUS OR TOXIC MATERIAL, SUBSTANCE
            OR WASTE WHICH IS DEFINED, DETERMINED OR IDENTIFIED BY THOSE OR
            SIMILAR TERMS OR IS REGULATED AS SUCH UNDER ANY STATUTE, LAW,
            ORDINANCE, RULE OR REGULATION OR BY ANY LOCAL, STATE OR FEDERAL
            AUTHORITY (WHETHER AS THE RESULT OF ANY JUDICIAL OR ADMINISTRATIVE
            INTERPRETATION OF ANY SUCH STATUTE, LAW, ORDINANCE, RULE OR
            REGULATION OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY
            MATERIAL, SUBSTANCE OR WASTE WHICH IS A HAZARDOUS SUBSTANCE WITHIN
            THE MEANING OF 33 U.S.C. Section 1251 ET SEQ., AS AMENDED, OR 42
            U.S.C. Section 9601 ET SEQ., AS AMENDED, OR IS A HAZARDOUS WASTE
            WITHIN THE MEANING OF 42 U.S.C. Section 6901 ET SEQ., AS AMENDED.
            "HM SUBSIDIARY" SHALL MEAN AS TO ANY PERSON (AS SUCH TERM IS DEFINED
            IN THIS SECTION XVII): (A) ANY CORPORATION MORE THAN TWENTY-FIVE
            PERCENT (25%) OF WHOSE STOCK OF ANY CLASS OR CLASSES HAVING BY THE
            TERMS THEREOF ORDINARY VOTING POWER TO ELECT A MAJORITY OF THE
            DIRECTORS OF SUCH CORPORATION (WITHOUT REGARD TO WHETHER AT THE TIME
            STOCK OF ANY CLASS OR CLASSES OF SUCH CORPORATION SHALL HAVE OR
            MIGHT HAVE VOTING POWER BY REASON OF THE HAPPENING OF ANY
            CONTINGENCY) IS AT THE TIME OWNED BY SUCH PERSON AND/OR ONE OR MORE
            HM SUBSIDIARIES OF SUCH PERSON; (B) ANY PARTNERSHIP, ASSOCIATION,
            JOINT VENTURE OR OTHER ENTITY IN WHICH SUCH PERSON AND/OR ONE OR
            MORE HM SUBSIDIARIES OF SUCH PERSON HAS MORE THAN A TWENTY-FIVE
            PERCENT (25%) EQUITY INTEREST AT THE TIME; OR (C) ANY PERSON WHICH
            IS AT THE TIME CONTROLLED, DIRECTLY OR INDIRECTLY, THROUGH EITHER:
            (I) THAT PERSON BEING A BORROWER OF ANY OF THE BANK SUBSIDIARIES,
            AND ANY OF THE BANK SUBSIDIARIES, AS THAT PERSON'S LENDER, ACTUALLY
            INFLUENCING OR ALTERING SUCH PERSON'S PROCEDURES, METHODS OR ACTIONS
            RELATING TO THE USE, HANDLING, GENERATION, TRANSPORTATION, STORAGE,
            TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS; OR (II) COMMON
            DIRECTORS, OFFICERS OR EMPLOYEES, BY THAT PERSON OR ONE OR MORE OF
            THE OTHER HM SUBSIDIARIES OF THAT PERSON OR A COMBINATION THEREOF.

     XVIII.       PENDING LITIGATION. EXCEPT AS OTHERWISE DISCLOSED IN SCHEDULE
            3.18: (I) THERE ARE NO ACTIONS, SUITS, PROCEEDINGS OR WRITTEN
            AGREEMENTS PENDING, OR, TO THE BEST KNOWLEDGE OF THE BORROWER,
            THREATENED OR PROPOSED, AGAINST THE BORROWER OR ANY OF THE BANK
            SUBSIDIARIES, AT LAW OR IN EQUITY, OR BEFORE OR BY ANY FEDERAL,
            STATE, MUNICIPAL, OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION,
            BOARD, OR OTHER ADMINISTRATIVE AGENCY, DOMESTIC OR FOREIGN, THAT,
            EITHER SEPARATELY OR IN THE AGGREGATE, WOULD MATERIALLY AND
            ADVERSELY AFFECT THE FINANCIAL CONDITION, BUSINESS, PROPERTIES,
            ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS
            OF THE BORROWER OR ANY OF THE BANK SUBSIDIARIES; AND (II) NEITHER
            THE BORROWER NOR ANY OF THE BANK SUBSIDIARIES IS IN DEFAULT WITH
            RESPECT TO ANY ORDER,

                                       22
<PAGE>

            WRIT, INJUNCTION, OR DECREE OF, OR ANY WRITTEN AGREEMENT WITH, ANY
            COURT, COMMISSION, BOARD OR AGENCY, DOMESTIC OR FOREIGN, THAT,
            EITHER SEPARATELY OR IN THE AGGREGATE, WOULD MATERIALLY AND
            ADVERSELY AFFECT THE FINANCIAL CONDITION, BUSINESS, PROPERTIES,
            ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS
            OF THE BORROWER OR ANY OF THE BANK SUBSIDIARIES.

      XIX.        INVESTMENT COMPANY ACT. THE BORROWER IS NOT AN "INVESTMENT
            COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY,"
            WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS
            AMENDED.

      XX.         NO BURDENSOME AGREEMENTS. NEITHER THE BORROWER NOR ANY OF THE
            BANK SUBSIDIARIES IS A PARTY TO ANY AGREEMENT, INSTRUMENT OR
            UNDERTAKING OR SUBJECT TO ANY OTHER RESTRICTION: (A) WHICH PRESENTLY
            HAS A MATERIAL ADVERSE AFFECT UPON THE FINANCIAL CONDITION,
            BUSINESS, PROPERTIES, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR
            RESULTS OF OPERATIONS OF THE BORROWER OR ANY OF THE BANK
            SUBSIDIARIES.

      XXI.        SOLVENCY. AFTER GIVING EFFECT TO THE CONSUMMATION OF THE
            TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE BORROWER AND EACH
            OF THE BANK SUBSIDIARIES HAVE CAPITAL SUFFICIENT TO CARRY ON THEIR
            RESPECTIVE BUSINESSES AND TRANSACTIONS AS CURRENTLY CONDUCTED AND AS
            PRESENTLY PROPOSED TO BE CONDUCTED, AND EACH IS SOLVENT AND ABLE TO
            PAY ITS DEBTS AS THEY MATURE. NO TRANSFER OF PROPERTY OR ASSETS IS
            BEING MADE AND NO INDEBTEDNESS IS BEING INCURRED IN CONNECTION WITH
            THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITH THE INTENT TO
            HINDER, DELAY OR DEFRAUD EITHER PRESENT OR FUTURE CREDITORS OF THE
            BORROWER OR ANY OF THE BANK SUBSIDIARIES.

      XXII.       CORPORATE NAMES. THE BORROWER HAS NO ASSUMED CORPORATE NAMES
            AND IS NOT DOING BUSINESS UNDER ANY NAME OTHER THAN "FIRST BUSEY
            CORPORATION."

      XXIII.      NO MISSTATEMENT. NO INFORMATION, EXHIBIT, REPORT OR DOCUMENT
            FURNISHED BY THE BORROWER TO THE LENDER IN CONNECTION WITH THE
            NEGOTIATION OR EXECUTION OF THIS AGREEMENT OR THE MAKING OF ANY LOAN
            CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITS TO STATE
            A MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE STATEMENTS
            CONTAINED THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES WHEN
            MADE OR FURNISHED TO THE LENDER.

      Each Loan made pursuant to a request by Borrower shall be deemed to
constitute a representation and warranty by Borrower to Lender that each of the
representations and warranties of Borrower contained in this Agreement is true,
accurate, and complete as of the date of such Loan with the same force and
effect as though made on the date of such Loan.

                                       23
<PAGE>

                                    COVENANTS

I.          NEGATIVE COVENANTS. THE BORROWER AGREES THAT UNTIL THE BORROWER
      SATISFIES ALL OF ITS OBLIGATIONS TO THE LENDER, INCLUDING, BUT NOT LIMITED
      TO, ITS OBLIGATIONS TO PAY IN FULL ALL OF THE BORROWER'S LIABILITIES, THE
      BORROWER SHALL NOT ITSELF, NOR SHALL THE BORROWER CAUSE, PERMIT OR ALLOW
      ANY BANK SUBSIDIARY TO:

      A.          CREATE, ASSUME, INCUR, HAVE OUTSTANDING, OR IN ANY MANNER
            BECOME LIABLE IN RESPECT OF ANY INDEBTEDNESS, GREATER THAN
            $5,000,000.00, OTHER THAN TO LENDER OR, WITH RESPECT TO ANY OF THE
            BANK SUBSIDIARIES, IN THE ORDINARY COURSE OF BUSINESS AND IN
            ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS AND SAFE AND SOUND
            BANKING PRACTICES;

      B.          CREATE, ASSUME, INCUR, SUFFER OR PERMIT TO EXIST ANY MORTGAGE,
            PLEDGE, DEED OF TRUST, ENCUMBRANCE (INCLUDING THE LIEN OR RETAINED
            SECURITY TITLE OF A CONDITIONAL VENDOR), OR LIEN UPON OR WITH
            RESPECT TO ANY OF THEIR REAL OR PERSONAL PROPERTY, INCLUDING,
            WITHOUT LIMITATION, ANY CAPITAL STOCK OWNED BY BORROWER OR ANY OF
            THE BANK SUBSIDIARIES, WHETHER OWNED AT THE DATE HEREOF OR HEREAFTER
            ACQUIRED, OR ASSIGN OR OTHERWISE CONVEY ANY RIGHT TO RECEIVE INCOME,
            EXCEPT ONLY: (i) LIENS FOR TAXES, ASSESSMENTS OR OTHER GOVERNMENTAL
            CHARGES FOR THE THEN CURRENT YEAR OR WHICH ARE NOT YET DUE OR
            DELINQUENT; AND (ii) IN THE CASE OF ANY OF THE BANK SUBSIDIARIES,
            LIENS INCURRED IN THE ORDINARY COURSE OF THE BUSINESS OF BANKING
            OPERATIONS AND IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS
            AND SAFE AND SOUND BANKING PRACTICES; AND (iii) ANY LIEN GRANTED BY
            THE BORROWER TO THE LENDER;

      C.          DISPOSE OF BY SALE, ASSIGNMENT, LEASE OR OTHERWISE, PROPERTY
            OR ASSETS NOW OWNED OR HEREAFTER ACQUIRED IF SUCH PROPERTY OR ASSETS
            PLUS ALL OTHER PROPERTIES AND ASSETS SOLD, LEASED, TRANSFERRED OR
            OTHERWISE DISPOSED OF DURING THE 12-MONTH PERIOD ENDING ON THE DATE
            OF SUCH SALE, LEASE OR OTHER DISPOSITION SHALL HAVE AN AGGREGATE
            VALUE OF MORE THAN TEN PERCENT (10%) OF THE CONSOLIDATED ASSETS OF
            THE BORROWER AS REFLECTED IN THE MOST RECENT BALANCE SHEET DELIVERED
            TO THE LENDER PURSUANT TO SECTION II.A.1, EXCEPT THAT ANY OF THE
            BANK SUBSIDIARIES MAY DISPOSE OF ITS PROPERTY OR ASSETS TO THE
            BORROWER OR SELL RESIDENTIAL MORTGAGE LOANS IN THE ORDINARY COURSE
            OF ITS BANKING BUSINESS AND CONSISTENT WITH SAFE AND SOUND BANKING
            PRACTICES;

      D.          BECOME A GUARANTOR, SURETY OR OTHERWISE LIABLE FOR THE DEBTS
            OR OTHER OBLIGATIONS OF ANY OTHER PERSON, OTHER THAN AS IT RELATES
            TO

                                       24
<PAGE>

            BORROWER'S ESOP;

      E.          PURCHASE THE PROPERTIES OR ASSETS OF, MERGE WITH OR INTO OR
            CONSOLIDATE WITH OR INTO, ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN
            CONSENT OF THE LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY
            WITHHELD;

      F.          MAKE ANY LOANS OR ADVANCES, WHETHER SECURED OR UNSECURED, TO
            ANY PERSON, OTHER THAN LOANS OR ADVANCES MADE BY ANY OF THE BANK
            SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS AND IN ACCORDANCE
            WITH APPLICABLE LAWS AND REGULATIONS AND SAFE AND SOUND BANKING
            PRACTICES;

      G.          ENGAGE IN ANY BUSINESS OR ACTIVITY NOT PERMITTED BY ALL
            APPLICABLE LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION, THE
            BANK HOLDING COMPANY ACT OF 1956, AS AMENDED, THE ILLINOIS BANKING
            ACT, AS AMENDED ("IBA"), THE NEVADA BANKING ACT, AS AMENDED ("NBA"),
            THE NATIONAL BANK ACT, AS AMENDED, THE FEDERAL DEPOSIT INSURANCE
            ACT, AS AMENDED ("FDI ACT"), AND ANY REGULATIONS PROMULGATED
            THEREUNDER;

      H.          MAKE ANY LOAN OR ADVANCE SECURED BY THE CAPITAL STOCK OF
            ANOTHER BANK OR DEPOSITORY INSTITUTION, OR ACQUIRE THE CAPITAL
            STOCK, ASSETS OR OBLIGATIONS OF, OR ANY INTEREST IN, ANOTHER BANK OR
            DEPOSITORY INSTITUTION, IN EACH CASE OTHER THAN IN THE ORDINARY
            COURSE OF BUSINESS AND IN ACCORDANCE WITH APPLICABLE LAWS AND
            REGULATIONS AND SAFE AND SOUND BANKING PRACTICES;

      I.          DIRECTLY OR INDIRECTLY CREATE, ASSUME, INCUR, SUFFER OR
            PERMIT TO EXIST ANY LIEN ON THE PLEDGED SUBSIDIARY SHARES OR ANY
            OTHER STOCK OWNED BY BORROWER OR ANY OF THE SUBSIDIARIES, EXCEPT FOR
            ANY SECURITY INTEREST GRANTED HEREWITH OR PREVIOUSLY BY THE BORROWER
            TO THE LENDER.

      J.          SELL, TRANSFER, ISSUE, REISSUE, EXCHANGE OR GRANT ANY
            OPTION OR OTHER ACQUISITION RIGHT WITH RESPECT TO ANY PLEDGED
            SUBSIDIARY SHARES;

      K.          BREACH OR FAIL TO PERFORM OR OBSERVE ANY OF THE TERMS AND
            CONDITIONS OF THE NOTES, THE PLEDGE AGREEMENT OR ANY OTHER LOAN
            DOCUMENT;

      L.          ENGAGE IN ANY UNSAFE OR UNSOUND BANKING PRACTICES AS
            DETERMINED BY A GOVERNMENTAL AGENCY;

      M.          ENTER INTO ANY TRANSACTION INCLUDING, WITHOUT LIMITATION,
            THE PURCHASE, SALE OR EXCHANGE OF PROPERTY OR ASSETS OR THE
            RENDERING OF ANY SERVICE, WITH ANY AFFILIATE (AS SUCH TERM IS
            DEFINED IN THIS SECTION IM) EXCEPT IN THE ORDINARY COURSE OF
            BUSINESS AND PURSUANT TO

                                       25
<PAGE>

               THE REASONABLE REQUIREMENTS OF THE BORROWER'S OR SUCH AFFILIATE'S
               BUSINESS AND UPON TERMS REASONABLY FOUND BY THE APPROPRIATE
               BOARD(S) OF DIRECTORS TO BE FAIR AND REASONABLE AND NO LESS
               FAVORABLE TO THE BORROWER OR SUCH AFFILIATE THAN WOULD BE
               OBTAINED IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON
               NOT AN AFFILIATE.

         N.          TO, CREATE, INCUR OR SUFFER TO EXIST ANY INDEBTEDNESS,
                     EXCEPT:

               1.          ANY INDEBTEDNESS ARISING UNDER, IN CONNECTION WITH OR
                     PURSUANT TO AN INDENTURE IF, AND ONLY IF, SUCH INDEBTEDNESS
                     (A) IS ISSUED BY THE BORROWER, (B) IS ISSUED IN CONNECTION
                     WITH THE ISSUANCE BY A TRUST OF SECURITIES REPRESENTING AN
                     UNDIVIDED INTEREST IN SUCH TRUST, AND (C) IS SUBORDINATE
                     AND JUNIOR IN ALL RESPECTS TO THE LOANS AS PROVIDED BY THE
                     EXPRESS TERMS OF THE INDENTURE GOVERNING SUCH INDEBTEDNESS,
                     AND PROVIDED THAT (1) BORROWER DELIVERS WITHIN THIRTY (30)
                     DAYS OF THE DATE OF ANY INSTRUMENT EVIDENCING SUCH
                     INDEBTEDNESS (i) TRUE, ACCURATE, AND COMPLETE (WITH NO
                     FEWER SIGNATURES THAN THOSE OF THE BORROWER AND ANY
                     SUBSIDIARY THAT MAY BE A PARTY TO ANY OF SUCH DOCUMENTS)
                     COPIES OF THE FINAL OFFERING CIRCULARS (IN THE CASE OF
                     STAND-ALONE TRANSACTIONS, BUT NOT POOLED TRANSACTIONS),
                     TRUST AGREEMENTS, GUARANTEES, INDENTURES, AND OTHER
                     DOCUMENTATION EVIDENCING OR RELATING TO SUCH INDEBTEDNESS
                     (AND BORROWER AGREES TO DELIVER TO LENDER FULLY EXECUTED
                     COPIES OF SUCH DOCUMENTS WITHIN TEN (10) DAYS OF THEIR
                     RECEIPT BY BORROWER), AND (ii) A TRUE, ACCURATE AND
                     COMPLETE COPY OF THE APPROVAL ORDER, IF REQUIRED, ISSUED BY
                     THE BOARD OF GOVERNORS OF FRB WITH RESPECT TO SUCH
                     INDEBTEDNESS.

      II. AFFIRMATIVE COVENANTS.

      The Borrower agrees that until the Borrower satisfies all of the
Borrower's Liabilities, including, but not limited to its obligations to pay in
full all the Borrower's Liabilities, the Borrower shall satisfy the covenants
set forth below:

                                       26
<PAGE>

      A.          THE BORROWER SHALL FURNISH AND DELIVER TO THE LENDER:

            1.          AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT MORE THAN
                  NINETY (90) DAYS AFTER THE CLOSE OF EACH FISCAL YEAR OF THE
                  BORROWER, OR WITHIN SUCH FURTHER TIME AS THE LENDER MAY
                  PERMIT, CONSOLIDATED AND CONSOLIDATING AUDITED FINANCIAL
                  STATEMENTS FOR THE BORROWER AND THE SUBSIDIARIES, INCLUDING A
                  BALANCE SHEET AND RELATED PROFIT AND LOSS STATEMENT, PREPARED
                  IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE
                  PERIODS REFLECTED THEREIN BY MCGLADREY OR OTHER INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS ACCEPTABLE TO THE LENDER, WHO
                  SHALL GIVE THEIR UNQUALIFIED OPINION WITH RESPECT THERETO,
                  WHICH OPINION SHALL EXPRESSLY STATE THAT THE LENDER MAY RELY
                  ON SUCH OPINION AND THE FINANCIAL STATEMENTS REFERENCED
                  THEREIN;

            2.          AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT MORE THAN
                  NINETY (90) DAYS AFTER THE CLOSE OF EACH FISCAL YEAR OF THE
                  BORROWER, OR WITHIN SUCH FURTHER TIME AS THE LENDER MAY
                  PERMIT, THE FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
                  COMMISSION;

            3.          AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT MORE THAN
                  FORTY-FIVE (45) DAYS AFTER THE CLOSE OF EACH QUARTERLY PERIOD
                  OF EACH FISCAL YEAR OF THE BORROWER, OR WITHIN SUCH FURTHER
                  TIME AS THE LENDER MAY PERMIT, THE FORM 10-Q FILED WITH THE
                  SECURITIES AND EXCHANGE COMMISSION;

            4.          AS SOON AS AVAILABLE, BUT IN ANY EVENT NOT MORE THAN
                  FORTY-FIVE (45) DAYS AFTER THE CLOSE OF EACH QUARTERLY PERIOD
                  OF EACH FISCAL YEAR OF THE BORROWER, OR WITHIN SUCH FURTHER
                  TIME AS THE LENDER MAY PERMIT: (A) THE REPORTS FILED BY THE
                  BORROWER OR ANY OF THE SUBSIDIARIES WITH STATE OR FEDERAL BANK
                  REGULATORY AGENCIES; (B) INTERNALLY PREPARED "WATCH LIST" OR
                  OTHER REPORTS OF THE BORROWER OR ANY OF THE SUBSIDIARIES WITH
                  RESPECT TO DELINQUENT, CLASSIFIED OR ASSETS REQUIRING SPECIAL
                  ATTENTION; AND (C) FORMS FRY-9C FILED BY THE BORROWER WITH
                  FEDERAL BANK REGULATORY AGENCIES;

            5.          THE BORROWER SHALL FURNISH THE LENDER, AT THE SAME
                  TIME AS THE QUARTERLY FINANCIAL REPORTS REFERRED TO IN SECTION
                  IIA2, A QUARTERLY COMPLIANCE CERTIFICATE IN THE FORM SET FORTH
                  AS EXHIBIT E HERETO, WHICH CERTIFICATE SHALL STATE THAT: (A)
                  THE BORROWER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
                  ALL COVENANTS CONTAINED IN THIS AGREEMENT; (B) THAT NO DEFAULT
                  OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING, OR, IF
                  THERE IS ANY SUCH EVENT, DESCRIBING SUCH EVENT, THE STEPS, IF
                  ANY, THAT ARE BEING TAKEN TO CURE IT, AND THE TIME WITHIN
                  WHICH SUCH CURE WILL OCCUR; AND (C) ALL REPRESENTATIONS AND
                  WARRANTIES MADE BY THE BORROWER HEREIN (OTHER THAN IN SECTION
                  V) CONTINUE TO BE TRUE, ACCURATE, AND COMPLETE AS OF THE DATE
                  OF SUCH CERTIFICATE. SUCH QUARTERLY COMPLIANCE CERTIFICATE
                  SHALL BE SIGNED BY THE CHIEF EXECUTIVE OFFICER, PRESIDENT OR
                  CHIEF FINANCIAL OFFICER OF THE BORROWER AND SHALL ALSO
                  CONTAIN, IN A FORM AND WITH SUCH SPECIFICITY AS IS REASONABLY
                  SATISFACTORY TO THE LENDER, SUCH ADDITIONAL INFORMATION AS THE
                  LENDER SHALL HAVE REASONABLY REQUESTED BY THE BORROWER PRIOR
                  TO THE SUBMISSION THEREOF;

            6.          TO THE EXTENT PERMITTED BY LAW, PROMPTLY AFTER SAME
                  ARE AVAILABLE, COPIES OF EACH ANNUAL REPORT, PROXY OR
                  FINANCIAL STATEMENT OR OTHER REPORT OR COMMUNICATION SENT BY
                  THE BORROWER OR ANY OF THE SUBSIDIARIES TO THE STOCKHOLDERS OF
                  THE BORROWER OR ANY OF THE

                                       27
<PAGE>

                  SUBSIDIARIES, AND COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND
                  SPECIAL REPORTS AND REGISTRATION STATEMENTS WHICH THE BORROWER
                  OR ANY OF THE SUBSIDIARIES MAY FILE OR BE REQUIRED TO FILE
                  WITH ANY FEDERAL OR STATE BANKING REGULATORY AGENCY OR ANY
                  OTHER GOVERNMENTAL AGENCY OR WITH ANY SECURITIES EXCHANGE;

            7.          IMMEDIATELY AFTER RECEIVING KNOWLEDGE THEREOF, NOTICE
                  IN WRITING OF ALL CHARGES, ASSESSMENTS, ACTIONS, SUITS AND
                  PROCEEDINGS (AS WELL AS NOTICE OF THE OUTCOME OF ANY SUCH
                  CHARGES, ASSESSMENTS, ACTIONS, SUITS AND PROCEEDINGS) THAT ARE
                  INITIATED BY, OR BROUGHT BEFORE, ANY COURT OR GOVERNMENTAL
                  DEPARTMENT, COMMISSION, BOARD OR OTHER ADMINISTRATIVE AGENCY,
                  IN CONNECTION WITH THE BORROWER OR ANY OF THE SUBSIDIARIES,
                  OTHER THAN ORDINARY COURSE OF BUSINESS LITIGATION NOT
                  INVOLVING THE FRB, THE FDIC, OR THE OTS, , WHICH, IF ADVERSELY
                  DECIDED, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE
                  FINANCIAL CONDITION, BUSINESS, PROPERTIES, ASSETS,
                  LIABILITIES, OPERATIONS, PROSPECTS, OR RESULTS OF OPERATIONS
                  OF THE BORROWER OR ANY OF THE SUBSIDIARIES;

            8.    PROMPTLY UPON RECEIPT THEREOF, ONE COPY OF EACH WRITTEN AUDIT
                  REPORT SUBMITTED TO THE BORROWER BY ITS INDEPENDENT AUDITORS;
                  AND

            9.    PROMPTLY AFTER THE OCCURRENCE THEREOF, NOTICE OF ANY OTHER
                  MATTER WHICH HAS RESULTED IN, OR WHICH MIGHT OR COULD RESULT
                  IN, A MATERIALLY ADVERSE CHANGE IN THE FINANCIAL CONDITION,
                  BUSINESS, PROPERTIES, ASSETS, LIABILITIES, OPERATIONS,
                  PROSPECTS, OR RESULTS OF OPERATIONS OF THE BORROWER OR ANY OF
                  THE SUBSIDIARIES.

      B.          THE BORROWER SHALL MAINTAIN A RATIO OF NON-PERFORMING
            ASSETS TO TOTAL LOANS AND OTHER REAL ESTATE TO BE LESS THAN TWO AND
            THREE QUARTERS PERCENT (2.75%) AT ALL TIMES. ALL RATIOS SET FORTH IN
            THIS SECTION SHALL BE MEASURED QUARTERLY AND SHALL BE DERIVED FROM
            THE APPLICABLE QUARTERLY FINANCIAL STATEMENTS FILED WITH THE
            APPROPRIATE GOVERNMENTAL AGENCY. FOR PURPOSES OF THIS SECTION
            "NONPERFORMING ASSETS" SHALL MEAN THE SUM OF ALL OTHER REAL ESTATE
            OWNED, NON-ACCRUAL LOANS, RESTRUCTURED LOANS AND LOANS ON WHICH ANY
            PAYMENT IS NINETY (90) OR MORE DAYS PAST DUE WHICH IS STILL ACCRUING
            INTEREST AND "TOTAL LOANS AND OTHER REAL ESTATE OWNED" SHALL MEAN
            TOTAL LOANS AND OTHER REAL ESTATE OWNED.

      C.          THE BORROWER SHALL MAINTAIN, ON AN ANNUALIZED BASIS, AN
            ANNUAL RETURN ON AVERAGE TOTAL ASSETS OF GREATER THAN 7/10 OF ONE
            PERCENT (0.70%) BEGINNING WITH THE QUARTER ENDED JUNE 30, 2004. THIS
            COVENANT SHALL BE CALCULATED ON A QUARTERLY BASIS BEGINNING WITH THE
            QUARTER ENDED JUNE 30, 2004.

      D.          THE BORROWER (ON A CONSOLIDATED BASIS) SHALL AT ALL TIMES
            MAINTAIN SUCH CAPITAL AS MAY BE NECESSARY TO CAUSE EACH OF THE
            BORROWER AND EACH OF THE BANK SUBSIDIARIES TO BE CLASSIFIED AS A
            "WELL CAPITALIZED" INSTITUTION IN ACCORDANCE WITH THE REGULATIONS OF
            THEIR PRIMARY FEDERAL REGULATOR AS IN EFFECT ON THE DATE OF THIS
            AGREEMENT.

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<PAGE>

      E.          THE BORROWER SHALL PROMPTLY PAY AND DISCHARGE ALL TAXES,
            ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES IMPOSED UPON THE BORROWER
            OR ANY OF THE BANK SUBSIDIARIES OR UPON THE INCOME, PROFITS,
            PROPERTY, OR ASSETS OF THE BORROWER OR ANY OF THE BANK SUBSIDIARIES
            AND ALL CLAIMS FOR LABOR, MATERIAL OR SUPPLIES WHICH, IF UNPAID,
            MIGHT BY LAW BECOME A LIEN UPON THE PROPERTY OR ASSETS OF THE
            BORROWER OR ANY OF THE BANK SUBSIDIARIES. NEITHER THE BORROWER NOR
            ANY OF THE BANK SUBSIDIARIES SHALL BE REQUIRED TO PAY ANY SUCH TAX,
            ASSESSMENT, CHARGE OR CLAIM, SO LONG AS THE VALIDITY THEREOF SHALL
            BE CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, AND RESERVES
            THEREFOR SHALL BE MAINTAINED ON THE BOOKS OF THE BORROWER OR ANY OF
            THE BANK SUBSIDIARIES AS ARE DEEMED ADEQUATE BY THE LENDER.

      F.          THE BORROWER SHALL MAINTAIN BONDS AND INSURANCE AND SHALL
            CAUSE EACH OF THE BANK SUBSIDIARIES TO MAINTAIN BONDS AND INSURANCE
            WITH RESPONSIBLE AND REPUTABLE INSURANCE COMPANIES OR ASSOCIATIONS
            IN SUCH AMOUNTS AND COVERING SUCH RISK AS IS USUALLY CARRIED BY
            OWNERS OF SIMILAR BUSINESSES, PROPERTIES, AND ASSETS IN THE SAME
            GENERAL AREA IN WHICH THE BORROWER AND EACH OF THE BANK SUBSIDIARIES
            OPERATES, AND SUCH ADDITIONAL BONDS AND INSURANCE AS MAY REASONABLY
            BE REQUIRED BY THE LENDER.

      G.          THE BORROWER SHALL PERMIT AND CAUSE EACH OF THE BANK
            SUBSIDIARIES TO PERMIT THE LENDER THROUGH ITS EMPLOYEES, ATTORNEYS,
            ACCOUNTANTS OR OTHER AGENTS, TO INSPECT ANY OF THE PROPERTIES,
            CORPORATE BOOKS AND FINANCIAL BOOKS AND RECORDS OF THE BORROWER AND
            EACH OF THE BANK SUBSIDIARIES AT THE REQUEST OF THE LENDER, BUT NOT
            MORE OFTEN THAN ANNUALLY, UNLESS THERE IS A CAUSE FOR CONCERN.

      H.          AS SOON AS POSSIBLE, AND IN ANY EVENT WITHIN TEN (10)
            BUSINESS DAYS, AFTER: (i) THE BORROWER OR ANY ERISA AFFILIATE KNOWS
            THAT WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN, A "PROHIBITED
            TRANSACTION," A "REPORTABLE EVENT," OR ANY OTHER EVENT OR CONDITION
            WHICH COULD SUBJECT THE BORROWER OR ANY ERISA AFFILIATE TO LIABILITY
            UNDER ERISA OR THE CODE; OR (ii) THE INSTITUTION OF STEPS BY THE
            BORROWER OR ANY ERISA AFFILIATE TO WITHDRAW FROM, OR THE INSTITUTION
            OF ANY STEPS BY ANY PARTY TO TERMINATE, ANY EMPLOYEE BENEFIT PLAN;
            HAS OR MAY HAVE OCCURRED, THE BORROWER SHALL DELIVER TO THE LENDER A
            CERTIFICATE OF A RESPONSIBLE OFFICER SETTING FORTH THE DETAILS OF
            SUCH MATTER, THE ACTION THAT THE BORROWER PROPOSES TO TAKE WITH
            RESPECT THERETO, AND, WHEN KNOWN, ANY ACTION TAKEN OR THREATENED BY
            THE INTERNAL REVENUE SERVICE, THE U.S. DEPARTMENT OF LABOR, OR THE
            PENSION BENEFIT GUARANTEE CORPORATION. FOR PURPOSES OF THIS
            COVENANT, THE BORROWER SHALL BE DEEMED TO HAVE KNOWLEDGE OF ALL
            FACTS KNOWN BY THE FIDUCIARIES OF ANY PLAN OF THE BORROWER OR ANY
            ERISA AFFILIATE.

      I.          THE BORROWER SHALL:

                                       29
<PAGE>

            1.          EXERCISE AND CAUSE EACH OF THE BANK SUBSIDIARIES TO
                  EXERCISE DUE DILIGENCE IN ORDER TO COMPLY WITH ALL FEDERAL,
                  STATE AND LOCAL LAWS, STATUTES, ORDINANCES, REGULATIONS AND
                  POLICIES RELATING TO HEALTH, SAFETY, ECOLOGY OR THE
                  ENVIRONMENT (COLLECTIVELY, THE "ENVIRONMENTAL LAWS");

            2.          PERMIT THE LENDER, FROM TIME TO TIME AND IN ITS SOLE
                  AND ABSOLUTE DISCRETION, TO RETAIN, AT THE BORROWER'S EXPENSE,
                  AN INDEPENDENT PROFESSIONAL CONSULTANT TO REVIEW ANY REPORT
                  RELATING TO HAZARDOUS MATERIALS PREPARED BY OR FOR BORROWER OR
                  ANY OF THE BANK SUBSIDIARIES AND AT REASONABLE TIMES AND
                  SUBJECT TO REASONABLE CONDITIONS TO CONDUCT ITS OWN
                  INVESTIGATION OF ANY REAL PROPERTY OR OTHER FACILITY CURRENTLY
                  OR THEN OWNED, LEASED, OPERATED OR USED BY BORROWER OR ANY OF
                  THE BANK SUBSIDIARIES, AND BORROWER AGREES TO USE ITS BEST
                  EFFORTS TO OBTAIN PERMISSION FOR THE LENDER'S PROFESSIONAL
                  CONSULTANT TO CONDUCT ITS OWN INVESTIGATION OF ANY REAL
                  PROPERTY OR OTHER FACILITY PREVIOUSLY OWNED, LEASED, OPERATED
                  OR USED BY BORROWER AND SHALL CAUSE EACH OF THE BANK
                  SUBSIDIARIES TO DO THE SAME. BORROWER HEREBY GRANTS TO THE
                  LENDER, ITS AGENTS, EMPLOYEES, CONSULTANTS, AND CONTRACTORS
                  THE RIGHT TO ENTER INTO OR ON TO, AT REASONABLE TIMES, THE
                  REAL PROPERTY OR OTHER FACILITIES OWNED, LEASED, OPERATED OR
                  USED BY BORROWER AND EACH OF THE BANK SUBSIDIARIES
                  (HEREINAFTER, EACH A "FACILITY" AND COLLECTIVELY THE
                  "FACILITIES") TO PERFORM SUCH TESTS ON SUCH PROPERTY AS ARE
                  REASONABLY NECESSARY TO CONDUCT SUCH A REVIEW AND/OR
                  INVESTIGATION;

            3.          PROMPTLY ADVISE THE LENDER IN WRITING AND IN
                  REASONABLE DETAIL OF: (A) ANY PRESENCE, USE, STORAGE,
                  TRANSPORTATION, DISCHARGE, DISPOSAL, RELEASE OR THREATENED
                  RELEASE (EACH OF THE FOREGOING BEING HEREINAFTER REFERRED TO
                  AS A "CONDITION OR RELEASE") OF ANY HAZARDOUS MATERIALS
                  REQUIRED TO BE REPORTED TO ANY FEDERAL, STATE OR LOCAL
                  GOVERNMENTAL OR REGULATORY AGENCY UNDER ANY APPLICABLE
                  ENVIRONMENTAL LAWS; (B) ANY AND ALL WRITTEN COMMUNICATIONS
                  WITH RESPECT TO CLAIMS OR THREATENED CLAIMS UNDER OR WITH
                  RESPECT TO ANY ENVIRONMENTAL LAWS (AN "ENVIRONMENTAL CLAIM")
                  OR ANY CONDITION OR RELEASE OF HAZARDOUS MATERIAL REQUIRED TO
                  BE REPORTED TO ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL OR
                  REGULATORY AGENCY; (C) ANY REMEDIAL ACTION TAKEN BY BORROWER
                  OR ANY OTHER PERSON IN RESPONSE TO: (1) ANY HAZARDOUS MATERIAL
                  ON, UNDER OR ABOUT ANY FACILITY, THE EXISTENCE OF WHICH COULD
                  RESULT IN AN ENVIRONMENTAL CLAIM; OR (2) ANY ENVIRONMENTAL
                  CLAIM THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON BORROWER OR
                  ANY OF THE BANK SUBSIDIARIES; (D) BORROWER'S DISCOVERY OF ANY
                  OCCURRENCE OR CONDITION ON ANY REAL PROPERTY ADJOINING OR IN
                  THE VICINITY OF ANY FACILITY THAT COULD CAUSE SUCH FACILITY OR
                  ANY PART THEREOF TO BE SUBJECT TO ANY RESTRICTIONS ON THE
                  OWNERSHIP, OCCUPANCY, TRANSFERABILITY OR USE THEREOF UNDER ANY
                  ENVIRONMENTAL LAWS, AND (E) ANY REQUEST FOR INFORMATION FROM
                  ANY GOVERNMENTAL AGENCY INDICATING THAT SUCH AGENCY HAS
                  INITIATED AN INVESTIGATION AS TO WHETHER THE BORROWER OR ANY
                  OF THE BANK SUBSIDIARIES MAY BE POTENTIALLY RESPONSIBLE FOR
                  ANY CONDITION OR RELEASE OF HAZARDOUS MATERIAL;

            4.          PROMPTLY NOTIFY THE LENDER OF: (A) ANY ACQUISITION OF
                  STOCK, ASSETS, OR PROPERTY BY BORROWER OR ANY OF THE BANK
                  SUBSIDIARIES THAT

                                       30
<PAGE>

                  REASONABLY COULD BE EXPECTED TO EXPOSE ANY PROPOSED ACTION
                  OUTSIDE THE NORMAL COURSE OF BUSINESS TO BE TAKEN BY THE
                  BORROWER OR ANY OF THE BANK SUBSIDIARIES TO, OR RESULT IN,
                  ENVIRONMENTAL CLAIMS THAT COULD HAVE A MATERIAL ADVERSE EFFECT
                  OR THAT COULD BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
                  ANY GOVERNMENTAL AUTHORIZATION, (THEN-HELD BY BORROWER OR ANY
                  OF THE BANK SUBSIDIARIES; AND (B) ANY PROPOSED ACTION OUTSIDE
                  THE NORMAL COURSE OF BUSINESS TO BE TAKEN BY BORROWER OR ANY
                  OF THE BANK SUBSIDIARIES TO COMMENCE INDUSTRIAL OR OTHER
                  OPERATIONS THAT COULD SUBJECT BORROWER OR ANY OF THE BANK
                  SUBSIDIARIES TO ADDITIONAL LAWS, RULES OR REGULATIONS,
                  INCLUDING, WITHOUT LIMITATION, LAWS, RULES AND REGULATIONS
                  REQUIRING ADDITIONAL ENVIRONMENTAL PERMITS OR LICENSES;

            5.          AT THEIR OWN EXPENSE, PROVIDE COPIES OF SUCH
                  DOCUMENTS OR INFORMATION AS THE LENDER MAY REASONABLY REQUEST
                  IN RELATION TO ANY MATTERS DISCLOSED PURSUANT TO THIS SECTION
                  III; AND

            6.          PROMPTLY TAKE ANY AND ALL NECESSARY REMEDIAL ACTION
                  IN CONNECTION WITH ANY CONDITION OR RELEASE OF ANY HAZARDOUS
                  MATERIALS, ON, UNDER OR ABOUT ANY FACILITY IN ORDER TO COMPLY
                  WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND GOVERNMENTAL
                  AUTHORIZATIONS. IN THE EVENT BORROWER OR ANY OF THE BANK
                  SUBSIDIARIES UNDERTAKES ANY REMEDIAL ACTION WITH RESPECT TO
                  ANY HAZARDOUS MATERIAL ON, UNDER OR ABOUT ANY FACILITY, SUCH
                  BORROWER OR BANK SUBSIDIARY SHALL CONDUCT AND COMPLETE SUCH
                  REMEDIAL ACTION IN COMPLIANCE WITH ALL APPLICABLE
                  ENVIRONMENTAL LAWS AND IN ACCORDANCE WITH THE POLICIES, ORDERS
                  AND DIRECTIVES OF ALL FEDERAL, STATE AND LOCAL GOVERNMENT
                  AUTHORITIES.

      J.          THE BORROWER SHALL DO OR CAUSE TO BE DONE ALL THINGS
            NECESSARY TO MAINTAIN, PRESERVE AND RENEW THE CORPORATE EXISTENCE OF
            BORROWER AND EACH OF THE BANK SUBSIDIARIES AND ITS AND THEIR RIGHTS
            AND FRANCHISES, AND COMPLY WITH ALL RELATED LAWS APPLICABLE TO THE
            BORROWER AND EACH OF THE BANK SUBSIDIARIES.

      K.          THE BORROWER SHALL COMPLY AND CAUSE EACH OF THE BANK
            SUBSIDIARIES TO COMPLY WITH ALL APPLICABLE STATUTES, RULES,
            REGULATIONS, ORDERS AND RESTRICTIONS IN RESPECT OF THE CONDUCT OF
            THEIR RESPECTIVE BUSINESSES AND THE OWNERSHIP OF THEIR RESPECTIVE
            PROPERTIES AND ASSETS, UNLESS A NON-COMPLIANCE DOES NOT, AND WILL
            NOT, RESULT IN A MATERIAL ADVERSE EFFECT ON THE BORROWER AND ITS
            BANK SUBSIDIARIES, AS A WHOLE.

      L.          THE BORROWER SHALL USE THE PROCEEDS OF THE LOANS TO
            PURCHASE ALL OF THE ISSUED AND OUTSTANDING SHARES OF FIRST CAPITAL
            BANKSHARES, INC. PURSUANT TO THE MERGER AGREEMENT, FOR AN AGGREGATE
            PURCHASE PRICE OF FORTY-TWO MILLION DOLLARS ($42,000,000), WITH ANY
            REMAINING PROCEEDS TO BE USED FOR GENERAL CORPORATE PURPOSES. THE
            BORROWER WILL NOT USE ANY PART OF THE PROCEEDS OF THE LOANS: (i)
            DIRECTLY OR INDIRECTLY TO PURCHASE OR CARRY ANY MARGIN SECURITY OR
            REDUCE OR RETIRE ANY INDEBTEDNESS ORIGINALLY INCURRED TO PURCHASE
            ANY SUCH MARGIN SECURITY WITHIN THE MEANING OF REGULATION U OF THE
            FRB; OR (ii) SO AS TO INVOLVE THE BORROWER OR THE LENDER IN A
            VIOLATION OF REGULATION U OF THE FRB.

                                       31
<PAGE>

                     EVENTS OF DEFAULT; DEFAULT; RIGHTS UPON
                                    DEFAULT

I.          EVENTS OF DEFAULT. THE HAPPENING OR OCCURRENCE OF ANY OF THE
      FOLLOWING EVENTS, ACTS OR CONDITIONS (AN "EVENT OF DEFAULT") AND THE
      BORROWER'S FAILURE TO CURE SAME AFTER EXPIRATION OF ANY APPLICABLE CURE
      PERIOD SHALL EACH CONSTITUTE A "DEFAULT" HEREUNDER, AND ANY SUCH DEFAULT
      SHALL ALSO CONSTITUTE A DEFAULT UNDER EACH OF THE NOTES, THE PLEDGE
      AGREEMENT, AND ANY OTHER LOAN DOCUMENT, WITHOUT RIGHT TO NOTICE OR TIME TO
      CURE IN FAVOR OF THE BORROWER EXCEPT AS INDICATED BELOW:

                                       32
<PAGE>

      A.          IF THE BORROWER FAILS TO MAKE PAYMENT WHEN DUE OR WHERE
            APPLICABLE UPON DEMAND, OR FAILS TO MAKE ANY PAYMENTS AS PROVIDED
            FOR HEREIN AND SUCH FAILURE CONTINUES FOR THREE (3) DAYS;

      B.          IF THERE CONTINUES TO EXIST ANY BREACH OF ANY OBLIGATION OF
            BORROWER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND SUCH
            BREACH REMAINS UNCURED BEYOND THE APPLICABLE TIME PERIOD,
            SPECIFICALLY PROVIDED THEREFOR OR IF NO TIME PERIOD IS SPECIFICALLY
            PROVIDED, IF SUCH BREACH CONTINUES FOR TEN (10) DAYS;

      C.          IF ANY REPRESENTATION OR WARRANTY MADE BY THE BORROWER
            HEREIN, OR IN ANY OTHER AGREEMENT NOW OR AT ANY TIME HEREAFTER
            EXISTING BETWEEN THE BORROWER AND THE LENDER, IS BREACHED OR IS
            FALSE OR MISLEADING IN ANY MATERIAL RESPECT, OR ANY SCHEDULE,
            CERTIFICATE, FINANCIAL STATEMENT, REPORT, NOTICE OR OTHER WRITING
            FURNISHED BY THE BORROWER OR ANY OF THE SUBSIDIARIES TO THE LENDER
            IS FALSE OR MISLEADING IN ANY MATERIAL RESPECT ON THE DATE AS OF
            WHICH THE FACTS THEREIN SET FORTH ARE STATED OR CERTIFIED;

      D.          IF: (i) THE BORROWER, ANY OF THE SUBSIDIARIES, OR ANY
            AFFILIATE OF THE BORROWER OR ANY OF THE SUBSIDIARIES, FAILS TO
            PERFORM OR OBSERVE ANY COVENANT OR AGREEMENT CONTAINED IN ANY OTHER
            AGREEMENT WITH THE LENDER, OR IF ANY CONDITION CONTAINED IN ANY
            AGREEMENT WITH THE LENDER IS NOT FULFILLED, AND SUCH FAILURE OR
            NONFULFILLMENT REMAINS UNCURED BEYOND THE APPLICABLE TIME PERIOD, IF
            ANY, SPECIFICALLY PROVIDED THEREFOR, OR IF NO TIME PERIOD IS
            SPECIFICALLY PROVIDED, CONTINUES FOR TEN (10) DAYS; OR (ii) A
            DEFAULT OR EVENT OF DEFAULT (AS DEFINED IN ANY SUCH AGREEMENT)
            OCCURS UNDER ANY OTHER AGREEMENT WITH THE LENDER AND SUCH DEFAULT OR
            EVENT OF DEFAULT CONTINUES FOR TEN (10) DAYS;

      E.          IF ANY GOVERNMENTAL AGENCY CHARGED WITH THE REGULATION OF
            BANK HOLDING COMPANIES, DEPOSITORY INSTITUTIONS, OR THRIFTS: (i)
            ISSUES TO THE BORROWER OR ANY OF THE SUBSIDIARIES, OR INITIATES ANY
            ACTION, SUIT OR PROCEEDING TO OBTAIN AGAINST, IMPOSE ON OR REQUIRE
            FROM THE BORROWER OR ANY OF THE SUBSIDIARIES, A CEASE AND DESIST
            ORDER OR SIMILAR REGULATORY ORDER, THE ASSESSMENT OF CIVIL MONETARY
            PENALTIES, ARTICLES OF AGREEMENT, A MEMORANDUM OF UNDERSTANDING, A
            CAPITAL DIRECTIVE, A CAPITAL RESTORATION PLAN, RESTRICTIONS THAT
            PREVENT OR AS A PRACTICAL MATTER IMPAIR THE PAYMENT OF DIVIDENDS BY
            ANY OF THE SUBSIDIARIES OR THE PAYMENTS OF ANY DEBT BY THE BORROWER,
            RESTRICTIONS THAT MAKE THE PAYMENT OF THE DIVIDENDS BY ANY OF THE
            SUBSIDIARIES OR THE PAYMENT OF DEBT BY THE BORROWER SUBJECT TO PRIOR
            REGULATORY APPROVAL, A NOTICE OR FINDING UNDER SECTION 8(a) OF THE
            FDI ACT, OR ANY SIMILAR ENFORCEMENT ACTION, MEASURE OR PROCEEDING;
            OR (ii) PROPOSES OR ISSUES TO ANY EXECUTIVE OFFICER OR DIRECTOR OF
            THE BORROWER OR ANY OF THE SUBSIDIARIES, OR INITIATES ANY ACTION,
            SUIT OR

                                       33
<PAGE>

            PROCEEDING TO OBTAIN AGAINST, IMPOSE ON OR REQUIRE FROM ANY SUCH
            OFFICER OR DIRECTOR, A CEASE AND DESIST ORDER OR SIMILAR REGULATORY
            ORDER, A REMOVAL ORDER OR SUSPENSION ORDER, OR THE ASSESSMENT OF
            CIVIL MONETARY PENALTIES;

      F.          IF THE BORROWER OR ANY OF THE SUBSIDIARIES BECOMES
            INSOLVENT OR IS UNABLE TO PAY ITS DEBTS AS THEY MATURE; OR MAKES AN
            ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR ADMITS IN WRITING ITS
            INABILITY TO PAY ITS DEBTS AS THEY MATURE; OR SUSPENDS TRANSACTION
            OF ITS USUAL BUSINESS; OR IF A TRUSTEE OF ANY SUBSTANTIAL PART OF
            THE ASSETS OF THE BORROWER OR ANY OF THE SUBSIDIARIES IS APPLIED FOR
            OR APPOINTED, AND IF APPOINTED IN A PROCEEDING BROUGHT AGAINST THE
            BORROWER, THE BORROWER BY ANY ACTION OR FAILURE TO ACT INDICATES ITS
            APPROVAL OF, CONSENT TO, OR ACQUIESCENCE IN SUCH APPOINTMENT, OR
            WITHIN THIRTY (30) DAYS AFTER SUCH APPOINTMENT, SUCH APPOINTMENT IS
            NOT VACATED OR STAYED ON APPEAL OR OTHERWISE, OR SHALL NOT OTHERWISE
            HAVE CEASED TO CONTINUE IN EFFECT;

      G.          IF ANY PROCEEDINGS INVOLVING THE BORROWER OR ANY OF THE
            SUBSIDIARIES ARE COMMENCED BY OR AGAINST THE BORROWER OR ANY OF THE
            SUBSIDIARIES UNDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
            INSOLVENCY, READJUSTMENT OF DEBT, DISSOLUTION OR LIQUIDATION LAW OR
            STATUTE OF THE FEDERAL GOVERNMENT OR ANY STATE GOVERNMENT AND, WITH
            RESPECT TO THE BORROWER ONLY, IF SUCH PROCEEDINGS ARE INSTITUTED
            AGAINST THE BORROWER, THE BORROWER BY ANY ACTION OR FAILURE TO ACT
            INDICATES ITS APPROVAL OF, CONSENT TO OR ACQUIESCENCE THEREIN, OR AN
            ORDER SHALL BE ENTERED APPROVING THE PETITION IN SUCH PROCEEDINGS
            AND WITHIN THIRTY (30) DAYS AFTER THE ENTRY THEREOF SUCH ORDER IS
            NOT VACATED OR STAYED ON APPEAL OR OTHERWISE, OR SHALL NOT OTHERWISE
            HAVE CEASED TO CONTINUE IN EFFECT;

      H.          IF ANY JUDGMENT OR JUDGMENTS, WRIT OR WRITS, OR WARRANT OR
            WARRANTS OF ATTACHMENT, OR ANY SIMILAR PROCESS OR PROCESSES, IN AN
            AGGREGATE AMOUNT IN EXCESS OF $500,000, SHALL BE ENTERED OR FILED
            AGAINST THE BORROWER OR ANY OF THE BANK SUBSIDIARIES OR AGAINST ANY
            OF THEIR PROPERTY AND WHICH REMAINS UNVACATED, UNBONDED, UNSTAYED OR
            UNSATISFIED FOR A PERIOD OF THIRTY (30) DAYS;

      I.          THIRTY (30) AFTER NOTICE THEREOF, IF THE BORROWER OR ANY OF
            THE BANK SUBSIDIARIES CONTINUES TO BE IN DEFAULT IN ANY PAYMENT OF
            PRINCIPAL OR INTEREST FOR ANY OTHER OBLIGATION OR IN THE PERFORMANCE
            OF ANY OTHER TERM, CONDITION OR COVENANT CONTAINED IN ANY AGREEMENT
            (INCLUDING BUT NOT LIMITED TO AN AGREEMENT IN CONNECTION WITH THE
            ACQUISITION OF CAPITAL EQUIPMENT ON A TITLE RETENTION OR NET LEASE
            BASIS), UNDER WHICH ANY SUCH OBLIGATION IS CREATED THE EFFECT OF
            WHICH DEFAULT IS TO CAUSE OR PERMIT THE HOLDER OF SUCH OBLIGATION TO
            CAUSE SUCH OBLIGATION TO BECOME DUE PRIOR TO ITS STATED MATURITY;

                                       34
<PAGE>

      J.          IF ANY OR ALL OF THE PLEDGED PROPERTY, AS DEFINED IN THE
            PLEDGE AGREEMENT, IS ATTACHED, SEIZED, SUBJECTED TO A WRIT OF
            DISTRESS WARRANT, OR IS LEVIED UPON OR BECOMES SUBJECT TO ANY LIEN,
            OR COMES WITHIN THE POSSESSION OF ANY RECEIVER, TRUSTEE, CUSTODIAN
            OR ASSIGNEE FOR THE BENEFIT OF CREDITORS;

      K.          IF THE BORROWER APPLIES FOR, CONSENTS TO OR ACQUIESCES IN
            THE APPOINTMENT OF A TRUSTEE, RECEIVER, CONSERVATOR OR LIQUIDATOR
            FOR ITSELF UNDER CHAPTER 7 OR CHAPTER 11 OF THE UNITED STATES
            BANKRUPTCY CODE (THE "CODE PROVISIONS"), OR IN THE ABSENCE OF SUCH
            APPLICATION, CONSENT OR ACQUIESCENCE, A TRUSTEE, CONSERVATOR,
            RECEIVER OR LIQUIDATOR IS APPOINTED FOR THE BORROWER UNDER THE CODE
            PROVISIONS, AND IS NOT DISCHARGED WITHIN THIRTY (30) DAYS, OR ANY
            BANKRUPTCY, REORGANIZATION, DEBT ARRANGEMENT OR OTHER PROCEEDING OR
            ANY DISSOLUTION, LIQUIDATION, OR CONSERVATORSHIP PROCEEDING IS
            INSTITUTED BY OR AGAINST THE BORROWER UNDER THE CODE PROVISIONS, AND
            IF INSTITUTED AGAINST THE BORROWER, IS CONSENTED OR ACQUIESCED IN BY
            IT OR REMAINS FOR THIRTY (30) DAYS UNDISMISSED, OR IF THE BORROWER
            IS ENJOINED, RESTRAINED OR IN ANY WAY PREVENTED FROM CONDUCTING ALL
            OR ANY MATERIAL PART OF ITS BUSINESS UNDER THE CODE PROVISIONS;

      L.          IF ANY OF THE SUBSIDIARIES APPLIES FOR, CONSENTS TO OR
            ACQUIESCES IN THE APPOINTMENT OF A RECEIVER FOR ITSELF, OR IN THE
            ABSENCE OF SUCH APPLICATION, CONSENT OR ACQUIESCENCE, A RECEIVER IS
            APPOINTED FOR OR ANY OF THE SUBSIDIARIES, AND IS NOT DISCHARGED
            WITHIN THIRTY (30) DAYS; OR

      M.          IF THE MERGER IS NOT CONSUMMATED WITHIN TEN (10) DAYS OF
            THE CLOSING DATE.

II.         REMEDIES OF THE LENDER. FROM AND AFTER THE OCCURRENCE OF AN
      EVENT OF DEFAULT, THE LENDER SHALL HAVE ALL RIGHTS AND REMEDIES PROVIDED
      BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MAY,
      AT ITS OPTION, DECLARE ITS COMMITMENTS UNDER THE LOAN DOCUMENTS AND
      OTHERWISE TO BE TERMINATED AND THE NOTES SHALL THEREUPON BE AND BECOME
      IMMEDIATELY DUE AND PAYABLE, WITHOUT ANY PRESENTMENT, DEMAND, PROTEST OR
      OTHER NOTICE OF ANY KIND, ALL OF WHICH (NOTWITHSTANDING ANY PROVISION IN
      ANY OF THE LOAN DOCUMENTS TO THE CONTRARY) ARE HEREBY EXPRESSLY WAIVED BY
      THE BORROWER, AND LENDER MAY ALSO, WITHOUT LIMITATION, APPROPRIATE AND
      APPLY TOWARD THE PAYMENT OF ANY NOTE ANY INDEBTEDNESS OF THE LENDER TO THE
      BORROWER HOWEVER CREATED OR ARISING, AND MAY ALSO, WITHOUT LIMITATION,
      EXERCISE ANY AND ALL RIGHTS IN AND TO THE COLLATERAL, WHETHER PURSUANT TO
      THE PLEDGE AGREEMENT OR OTHERWISE. THERE SHALL BE NO OBLIGATION TO
      LIQUIDATE ANY COLLATERAL PLEDGED HEREUNDER IN ANY ORDER OR WITH ANY

                                       35
<PAGE>

            PRIORITY OR TO EXERCISE ANY REMEDY AVAILABLE TO THE LENDER IN ANY
            ORDER.

                                  MISCELLANEOUS

      I.          WAIVER BY THE LENDER. NO FAILURE OR DELAY ON THE PART OF
            THE LENDER IN EXERCISING ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL
            OPERATE AS A WAIVER THEREOF. NO SINGLE OR PARTIAL EXERCISE OF ANY
            SUCH RIGHT, POWER OR REMEDY SHALL PRECLUDE ANY OTHER OR FURTHER
            EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY
            HEREUNDER. THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT
            EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW. TIME IS OF THE ESSENCE IN
            THE PERFORMANCE OF THE COVENANTS, AGREEMENTS AND OBLIGATIONS OF THE
            BORROWER AND EACH OF THE SUBSIDIARIES.

      II.         ENTIRE AGREEMENT AND MODIFICATIONS OF AGREEMENT. THIS
            AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND
            SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE LENDER AND THE BORROWER
            WITH RESPECT TO THE SUBJECT MATTER HEREOF. NO AMENDMENT,
            MODIFICATION, TERMINATION OR WAIVER OF ANY PROVISION OF THIS
            AGREEMENT, THE PLEDGE AGREEMENT, OR THE NOTES, OR CONSENT TO ANY
            DEPARTURE BY THE BORROWER THEREFROM, SHALL IN ANY EVENT BE EFFECTIVE
            UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE LENDER, AND
            THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
            PURPOSE FOR WHICH GIVEN. NO NOTICE TO OR DEMAND ON THE BORROWER IN
            ANY CASE SHALL ENTITLE THE BORROWER TO ANY OTHER OR FURTHER NOTICE
            OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.

      III.        NOTICES. ALL NOTICES AND REQUESTS TO OR UPON THE
            RESPECTIVE PARTIES HERETO SHALL BE IN WRITING AND SHALL BE DEEMED TO
            HAVE BEEN GIVEN OR MADE FIVE (5) DAYS AFTER HAVING BEEN DEPOSITED IN
            THE UNITED STATES MAIL, CERTIFIED OR REGISTERED WITH RETURN RECEIPT
            REQUESTED, OR WHEN DELIVERED PERSONALLY (BY COURIER SERVICE SUCH AS
            FEDERAL EXPRESS, OR BY OTHER MESSENGER) AT THE ADDRESS OR WHEN
            DISPATCHED BY TELECOPY OR OTHER MEANS OF FACSIMILE TRANSMISSION, TO
            THE NUMBER SET FORTH BELOW:

                                       36
<PAGE>

            if to the Lender:

                  Bank One, NA
                  120 South LaSalle Street
                  Chicago, Illinois 60603
                  Attention: Mrs. Julie Reese
                  Facsimile: (312) 661-9511
                  Email: julie_reese@bankone.com

            if to the Borrower:

                  First Busey Corporation
                  201 West Main Street
                  Urbana, Illinois 61801
                  Attention: Mr. Douglas C. Mills
                  Facsimile: (217) 365-4592
                  Email: dcmills@busey.com

or to such addresses as may be hereafter designated by the respective parties
hereto in writing by a notice given in accordance herewith.

      IV.         COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
            OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
            COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE
            DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL
            CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.

      V.          SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BECOME
            EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THE BORROWER AND THE
            LENDER AND THEREAFTER SHALL BE BINDING UPON AND INURE TO THE BENEFIT
            OF THE BORROWER AND THE LENDER AND THEIR RESPECTIVE SUCCESSORS AND
            ASSIGNS, EXCEPT THAT THE BORROWER SHALL NOT HAVE THE RIGHT TO ASSIGN
            ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE PRIOR
            WRITTEN CONSENT OF THE LENDER WHICH MAY BE GIVEN OR DENIED IN THE
            LENDER'S SOLE AND ABSOLUTE DISCRETION.

      VI.         GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
            HAVE BEEN NEGOTIATED, EXECUTED AND DELIVERED AT, AND SHALL BE DEEMED
            TO HAVE BEEN MADE AT, CHICAGO, ILLINOIS. THE LOANS PROVIDED FOR
            HEREIN IS TO BE FUNDED AND REPAID AT, AND THIS AGREEMENT IS
            OTHERWISE TO BE PERFORMED AT, CHICAGO, ILLINOIS AND THIS AGREEMENT
            SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES
            HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
            OF ILLINOIS WITHOUT REFERENCE TO: (A) ITS

                                       37
<PAGE>

            JUDICIALLY OR STATUTORILY PRONOUNCED RULES REGARDING CONFLICT OF
            LAWS OR CHOICE OF LAW; (B) WHERE ANY OTHER AGREEMENT IS EXECUTED OR
            DELIVERED; (C) WHERE ANY PAYMENT OR OTHER PERFORMANCE REQUIRED BY
            ANY SUCH AGREEMENT IS MADE OR REQUIRED TO BE MADE; (D) WHERE ANY
            BREACH OF ANY PROVISION OF ANY SUCH AGREEMENT OCCURS, OR ANY CAUSE
            OF ACTION OTHERWISE ACCRUES; (E) WHERE ANY ACTION OR OTHER
            PROCEEDING IS INSTITUTED OR PENDING; (F) THE NATIONALITY,
            CITIZENSHIP, DOMICILE, PRINCIPAL PLACE OF BUSINESS, OR JURISDICTION
            OR ORGANIZATION OR DOMESTICATION OF ANY PARTY; (G) WHETHER THE LAWS
            OF THE FORUM JURISDICTION OTHERWISE WOULD APPLY THE LAWS OF A
            JURISDICTION OTHER THAN THE STATE OF ILLINOIS; OR (H) ANY
            COMBINATION OF THE FOREGOING. AS PART OF THE CONSIDERATION FOR NEW
            VALUE THIS DAY RECEIVED, THE BORROWER RECOGNIZES THAT THE LENDER'S
            PRINCIPAL OFFICE IS LOCATED IN CHICAGO, ILLINOIS AND THAT THE LENDER
            MAY BE IRREPARABLY HARMED IF REQUIRED TO INSTITUTE OR DEFEND ANY
            ACTIONS AGAINST THE BORROWER IN ANY JURISDICTION OTHER THAN THE
            NORTHERN DISTRICT OF ILLINOIS OR COOK COUNTY, ILLINOIS; THEREFORE,
            THE BORROWER IRREVOCABLY (I) AGREES THAT ANY SUIT, ACTION OR OTHER
            LEGAL PROCEEDING RELATING TO THE AGREEMENT AND/OR THE LOAN
            REFERENCED HEREIN MAY BE BROUGHT IN THE NORTHERN DISTRICT OF
            ILLINOIS, IF FEDERAL JURISDICTION IS AVAILABLE, AND, OTHERWISE, IN
            THE CIRCUIT COURT OF COOK COUNTY, AT THE LENDER'S OPTION; (II)
            CONSENTS TO THE JURISDICTION OF EACH SUCH COURT IN ANY SUCH SUIT,
            ACTION OR PROCEEDING; (III) WAIVES ANY OBJECTION WHICH THE BORROWER
            MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH SUIT, ACTION OR
            PROCEEDING IN EITHER SUCH COURT; AND (IV) AGREES TO JOIN THE LENDER
            IN ANY PETITION FOR REMOVAL TO EITHER SUCH COURT BROUGHT BY THE
            LENDER. THE BORROWER WAIVES TRIAL BY JURY AND ANY OBJECTION TO
            JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER IN THE
            COURTS REFERENCED IN SECTION 6.6(I) AND AGREES NOT TO ASSERT ANY
            DEFENSE BASED ON LACK OF JURISDICTION OR VENUE IN THE COURTS
            REFERENCED IN SECTION 6.6(I). NOTHING CONTAINED HEREIN SHALL AFFECT
            THE RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY MANNER
            PERMITTED BY LAW OR AFFECT THE RIGHT OF THE LENDER TO BRING ANY
            ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE
            COURTS OF ANY OTHER JURISDICTION.

      VII.        SEVERABILITY. ANY PROVISION OF THIS AGREEMENT WHICH IS
            PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
            JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
            UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS
            HEREOF OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION
            IN ANY OTHER JURISDICTION; WHEREVER POSSIBLE, EACH PROVISION OF THIS
            AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
            VALID UNDER APPLICABLE LAW.

                                       38
<PAGE>

      VIII.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES. ALL
            COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY THE
            BORROWER HEREIN OR IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED
            BY IT OR ON ITS BEHALF UNDER THIS AGREEMENT SHALL, NOTWITHSTANDING
            ANY INVESTIGATION BY OR KNOWLEDGE ON THE PART OF THE LENDER, BE
            DEEMED MATERIAL AND RELIED ON BY THE LENDER AND SHALL SURVIVE THE
            MAKING OF THIS AGREEMENT, AND EXECUTION AND DELIVERY OF THE NOTES,
            THE PLEDGE AGREEMENT, AND SHALL BE DEEMED TO BE CONTINUING
            REPRESENTATIONS AND WARRANTIES UNTIL SUCH TIME AS THE BORROWER HAS
            SATISFIED ALL OF ITS OBLIGATIONS TO THE LENDER, INCLUDING, BUT NOT
            LIMITED TO THE OBLIGATION TO PAY IN FULL ALL PRINCIPAL, INTEREST AND
            OTHER AMOUNTS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE
            NOTES. ALL WARRANTIES AND REPRESENTATIONS IN ANY SUCH CERTIFICATES
            OR OTHER INSTRUMENT SHALL CONSTITUTE WARRANTIES AND REPRESENTATIONS
            BY THE BORROWER HEREUNDER.

      IX.         EXTENSIONS AND RENEWALS. THIS AGREEMENT SHALL GOVERN THE
            TERMS OF ANY EXTENSIONS OR RENEWALS TO THE NOTES, SUBJECT TO ANY
            ADDITIONAL TERMS AND CONDITIONS IMPOSED BY THE LENDER IN CONNECTION
            WITH ANY SUCH EXTENSION OR RENEWAL.

      X.          INTEREST RATE REGULATION. THE BORROWER HEREBY REPRESENTS
            AND WARRANTS THAT THE INDEBTEDNESS EVIDENCED HEREBY CONSTITUTES
            LOANS MADE BY THE LENDER TO ENABLE THE BORROWER TO CARRY ON A
            COMMERCIAL ENTERPRISE FOR THE PURPOSE OF INVESTMENT OR PROFIT; AND
            THAT SUCH LOANS ARE LOANS FOR BUSINESS PURPOSES UNDER THE INTENT AND
            PURVIEW OF CHAPTER 815, SECTION 205/4 OF THE ILLINOIS COMPILED
            STATUTES.

      XI.         ACCOUNTING TERMS. ANY ACCOUNTING TERM NOT SPECIFICALLY
            DEFINED HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP, AND ALL
            FINANCIAL DATA SUBMITTED PURSUANT TO THIS AGREEMENT SHALL BE
            PREPARED IN ACCORDANCE WITH SUCH PRINCIPLES.

      XII.        PARTICIPATIONS. THE LENDER SHALL HAVE THE RIGHT TO SELL
            PARTICIPATIONS IN ANY LOAN OR OTHERWISE ASSIGN, TRANSFER OR
            HYPOTHECATE ALL OR ANY PART OF ANY LOAN ALONG WITH THE CORRESPONDING
            RIGHTS IN THE LOAN DOCUMENTS.

      XIII.       ADDITIONAL ACTIONS. THE BORROWER AGREES TO DO AND CAUSE
            EACH OF THE SUBSIDIARIES TO DO SUCH FURTHER ACTS AND THINGS AND TO
            EXECUTE AND DELIVER TO THE LENDER SUCH ADDITIONAL ASSIGNMENTS,
            AGREEMENTS, POWERS AND INSTRUMENTS, AS THE LENDER MAY REASONABLY
            REQUIRE OR DEEM ADVISABLE TO CARRY INTO EFFECT THE PURPOSES OF THIS
            AGREEMENT, THE NOTES, THE PLEDGE AGREEMENT, OR ANY AGREEMENT OR
            INSTRUMENT IN CONNECTION HEREWITH, OR TO

                                       39
<PAGE>

            BETTER ASSURE AND CONFIRM UNTO THE LENDER ITS RIGHTS, POWERS AND
            REMEDIES HEREUNDER OR UNDER SUCH OTHER LOAN DOCUMENTS. SUCH FURTHER
            ACTIONS MAY INCLUDE, BUT NOT BE LIMITED TO, THE FILING OF UCC-1
            FINANCING STATEMENTS, IN FORM SATISFACTORY TO THE LENDER AND ITS
            COUNSEL, WITH THE SECRETARY OF STATE OF ILLINOIS IN FAVOR OF THE
            LENDER WITH RESPECT TO THE PLEDGED PROPERTY AND ANY PROCEEDS
            THEREFROM.

      XIV.        REVIVAL OF LIABILITIES. TO THE EXTENT THAT THE LENDER
            RECEIVES ANY PAYMENT ON ACCOUNT OF THE BORROWER'S LIABILITIES AND
            ANY SUCH PAYMENT(S) AND/OR PROCEEDS OR ANY PART THEREOF ARE
            SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL,
            SET ASIDE, SUBORDINATED AND/OR REQUIRED TO BE REPAID TO A TRUSTEE,
            RECEIVER OR ANY OTHER PERSON UNDER ANY BANKRUPTCY ACT, STATE OR
            FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE, THEN, TO THAT OF SUCH
            PAYMENT(S) OR PROCEEDS RECEIVED, THE BORROWER'S LIABILITIES OR PART
            THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE IN
            FULL FORCE AND EFFECT, AS IF SUCH PAYMENT(S) AND/OR PROCEEDS HAD NOT
            BEEN RECEIVED BY THE LENDER AND APPLIED ON ACCOUNT OF THE BORROWER'S
            LIABILITIES; PROVIDED, HOWEVER, IF THE LENDER SUCCESSFULLY CONTESTS
            ANY SUCH INVALIDATION, DECLARATION, SET ASIDE, SUBORDINATION OR
            OTHER ORDER TO PAY ANY SUCH PAYMENT AND/OR PROCEEDS TO ANY THIRD
            PARTY, THE REVIVED BORROWER'S LIABILITIES SHALL BE DEEMED SATISFIED.

      XV.         CHANGE OF CONTROL. THE LENDER SHALL HAVE THE OPTION,
            EXERCISABLE ON AT LEAST ONE BUSINESS DAY PRIOR NOTICE, UPON THE
            CONSUMMATION, IN WHOLE OR IN PART, OF ANY TRANSACTION EFFECTING ANY
            CHANGE OF CONTROL OF THE BORROWER THAT HAS BEEN APPROVED AS SUCH BY
            ANY FEDERAL OR STATE REGULATORY AGENCY, TO DECLARE THE ENTIRE
            PRINCIPAL OF, AND INTEREST ACCRUED ON, THE LOANS THEN OUTSTANDING TO
            BE, AND THE NOTES AND ALL OF BORROWER'S LIABILITIES SHALL THEREUPON
            BECOME, FORTHWITH, DUE AND PAYABLE, WITHOUT ANY PRESENTMENT, DEMAND,
            PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY
            EXPRESSLY WAIVED, AND THE BORROWER WILL FORTHWITH PAY TO EACH HOLDER
            OF THE NOTES THE ENTIRE OUTSTANDING PRINCIPAL OF AND INTEREST
            ACCRUED ON THE NOTES AND TO THE LENDER ALL OF BORROWER'S
            LIABILITIES.

      XVI.        RELEASE; ENVIRONMENTAL INDEMNITY. THE BORROWER RELEASES
            THE LENDER FROM ANY AND ALL CAUSES OF ACTION, CLAIMS OR RIGHTS WHICH
            THE BORROWER MAY NOW OR HEREAFTER HAVE FOR, OR WHICH MAY ARISE FROM,
            ANY LOSS OR DAMAGE CAUSED BY OR RESULTING FROM: (A) ANY FAILURE OF
            THE LENDER TO PROTECT, ENFORCE OR COLLECT IN WHOLE OR IN PART ANY OF
            THE COLLATERAL; AND (B) ANY OTHER ACT OR OMISSION TO ACT ON THE PART
            OF THE LENDER, ITS OFFICERS, AGENTS OR

                                       40
<PAGE>

            EMPLOYEES, EXCEPT IN EACH INSTANCE FOR WILLFUL MISCONDUCT AND GROSS
            NEGLIGENCE. THE BORROWER AGREES TO INDEMNIFY AND SAVE THE LENDER,
            ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS OF, FROM AND
            AGAINST ANY LIABILITY, LOSS, DAMAGE OR EXPENSE (INCLUDING REASONABLE
            ATTORNEYS' FEES) TO WHICH THE LENDER OR ANY OF SUCH PERSONS MAY
            BECOME SUBJECT, ARISING FROM OR BASED UPON: (A) ANY VIOLATION, OR
            CLAIM OF VIOLATION, BY THE BORROWER OF ANY LAWS, REGULATIONS OR
            ORDINANCES RELATING TO HAZARDOUS MATERIALS; OR (B) ANY HAZARDOUS
            MATERIALS LOCATED OR DISPOSED OF ON, OR RELEASED OR TRANSPORTED
            FROM, ANY PROPERTY OR ASSETS OWNED, LEASED OR OPERATED BY THE
            BORROWER OR ANY OF THE SUBSIDIARIES, OR ANY CLAIM OF ANY OF THE
            FOREGOING.

                  [Remainder of Page Intentionally Left Blank]

                                       41
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to
be executed as of the date first above written.

                             FIRST BUSEY CORPORATION

                             By: /s/ Douglas C. Mills
                                 -----------------------------
                                 Name: Douglas C. Mills
                                 Title: Chairman & CEO

                             BANK ONE, NA

                             By: /s/ Julie Reese
                                 -----------------------------
                                 Name: Julie Reese

      Title: Commercial

                                       42