UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2004

                        Commission File Number: 33-90342

                             MAIN STREET TRUST, INC.
             (Exact name of Registrant as specified in its charter)


         Illinois                                         37-1338484
--------------------------------------------------------------------------------
(State or other jurisdiction                     (I.R.S. Employer Identification
of incorporation or organization)                           Number)

                 100 West University, Champaign, Illinois 61820
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (217) 351-6500
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of Each Exchange
Title of Exchange Class                                     On Which Registered
--------------------------------------------------------------------------------
        None                                                       None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value per share
                     --------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [X]

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<PAGE>

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]

As of March 1, 2005, the Registrant had issued and outstanding  9,455,669 shares
of the Registrant's Common Stock.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the registrant,  based on the last reported price on June 30,
2004, the last business day of the registrant's  most recently  completed second
fiscal quarter, was approximately $185,416,624*.

*    Based on the last  reported  price  ($30.90)  of an actual  transaction  in
     Registrant's  Common  Stock on June 30,  2004,  and  reports of  beneficial
     ownership  filed by directors and executive  officers of Registrant  and by
     beneficial owners of more than 5% of the outstanding shares of Common Stock
     of Registrant;  however,  such  determination of shares owned by affiliates
     does not constitute an admission of affiliate status or beneficial interest
     in shares of Registrant's Common Sock.

Documents Incorporated By Reference

Part III of Form 10-K -  Portions  of Proxy  Statement  for  annual  meeting  of
shareholders to be held May 11, 2005.


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                             MAIN STREET TRUST, INC.

                             Form 10-K Annual Report

                                Table of Contents

                                     Part I

Item 1.   Description of Business......................................        4
          A.  General
          B.  Business of the Company and Subsidiaries
          C.  Competition
          D.  Monetary Policy and Economic Conditions
          E.  Supervision and Regulation
          F.  Employees
          G.  Internet Website

Item 2.   Properties...................................................       10
Item 3.   Legal Proceedings............................................       10
Item 4.   Submission of Matters to a Vote of Security Holders..........       10

                                     Part II

Item 5.   Market for Registrant's Common Equity and Related Shareholder
            Matters ...................................................       11
Item 6.   Selected Consolidated Financial Data.........................       12
Item 7.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations..............       12
Item 7a.  Quantitative and Qualitative Disclosures about Market Risk...       32
Item 8.   Financial Statements and Supplementary Data..................       32
Item 9.   Changes in and Disagreements with Accountants
            On Accounting and Financial Disclosure.....................       62
Item 9a.  Controls and Procedures......................................       62
Item 9b.  Other Information............................................       64

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant...........       64
Item 11.  Executive Compensation.......................................       65
Item 12.  Security Ownership of Certain Beneficial Owners
            and Management and Related Shareholder Matters.............       65
Item 13.  Certain Relationships and Related Transactions...............       65
Item 14.  Principal Accountants Fees and Services......................       65

                                     Part IV

Item 15.  Exhibits and Financial Statement Schedules...................       66


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                                     PART 1

Item 1.  Description of Business

A. General

MAIN STREET TRUST,  INC. (the  "Company"),  an Illinois  corporation,  is a bank
holding  company  registered  under the Bank  Holding  Company  Act of 1956,  as
amended (the "BHCA").  The Company was  incorporated  on August 12, 1999, and is
the parent company of Main Street Bank & Trust, and FirsTech, Inc.

On  March  23,  2000,  the  Company  acquired  all of the  outstanding  stock of
BankIllinois,   The  First  National  Bank  of  Decatur,  First  Trust  Bank  of
Shelbyville and FirsTech,  Inc.  following the merger of BankIllinois  Financial
Corporation  and First Decatur  Bancshares,  Inc. into the Company.  The merger,
which was accounted  for as a pooling of  interests,  was completed on March 23,
2000. The Company  subsequently  merged the Company's former banking subsidiary,
First Trust Bank of Shelbyville,  into BankIllinois  effective June 19, 2002. On
November 10, 2004,  the Company  merged The First  National Bank of Decatur into
BankIllinois and renamed the bank Main Street Bank & Trust.

B. Business of the Company and Subsidiaries

General

The Company  conducts the business of banking and offers trust services  through
Main Street Bank & Trust ("the Bank"),  and retail  payment  processing  through
FirsTech,  Inc.,  its wholly owned  subsidiaries.  As of December 31, 2004,  the
Company had consolidated total assets of $1.228 billion, shareholders' equity of
$113.975 million and trust assets under  administration of approximately  $1.765
billion.  Substantially  all of the income of the Company is  currently  derived
from dividends and management fees received from the subsidiaries. The amount of
these dividends is directly  related to the earnings of the  subsidiaries and is
subject to various regulatory restrictions. See "Supervision and Regulation".

Banking Segment

The Bank conducts a general  banking  business  embracing  most of the services,
both consumer and commercial,  which banks may lawfully  provide,  including the
following  principal  services:  the acceptance of deposits to demand,  savings,
time and  individual  retirement  accounts and the  servicing of such  accounts;
commercial,  consumer and real estate lending,  including  installment loans and
personal  lines of credit;  safe deposit  operations;  and  additional  services
tailored to the needs of  individual  customers,  such as the sale of traveler's
checks,  cashier's  checks and other  specialized  services.  The Company offers
personalized  financial  planning services through Raymond James, which services
include a broad spectrum of investment products, including stocks, bonds, mutual
funds  and tax  advantaged  investments.  In  addition,  the  Wealth  Management
division offers a wide range of services such as investment  management,  acting
as trustee,  serving as  guardian,  executor  or agent,  farm  management,  401K
administration and miscellaneous consulting.

Commercial   lending  at  the  Bank  covers  such   categories  as  agriculture,
manufacturing,  capital,  inventory,  construction,  real estate development and
commercial mortgages. Commercial lending, particularly loans to small and medium
sized  businesses,  accounts for a major portion of the Bank's loan  portfolios.
The  Bank's  retail  banking  division  makes  loans to  consumers  for  various
purposes, including home equity and automobile loans. The consumer mortgage loan
department,  which is part of the retail banking  division,  specializes in real
estate loans to  individuals.  The Bank also purchases  installment  obligations
from retailers, primarily without recourse.

The  Bank's  principal  sources  of income  are  interest  and fees on loans and
investments  and service  fees.  Its  principal  expenses are  interest  paid on
deposits and general  operating  expenses.  The Bank's  primary  service area is
Central Illinois.

Remittance Services Segment

FirsTech,  Inc.  provides  the  following  services to  electric,  water and gas
utilities,  telecommunication  companies,  cable television firms and charitable
organizations: retail lockbox processing of payments delivered by mail on behalf
of the biller;  processing of payments delivered by customers to pay agents such
as grocery stores,  convenience stores and currency exchanges; and concentration
of payments delivered by the Automated Clearing House network,  money management
software such as Quicken and through  networks such as Visa e-Pay and Mastercard
RPS. For the years ended December 31, 2004,  2003 and 2002,  FirsTech  accounted
for $7.3 million (10%), $7.3 million (10%), and $7.5 million (9%), respectively,
of the consolidated total revenues of the Company and accounted for $2.3 million
(10%),  $2.3  million  (9%)  and  $2.4  million  (9%),   respectively,   of  the
consolidated  income  before  income  tax  of  the  Company.  See  Note 1 to the
Consolidated Financial Statements for an analysis of segment operations.

                                       4
<PAGE>

In 2003, FirsTech introduced a new remittance processing product called Internet
Agent.  A portion of the  additional  income  generated  by the  Internet  Agent
product was  partially  offset by decreases in  mechanical  collection,  lockbox
processing and electronic  payment income.  FirsTech has continued to experience
success in the  expansion of the Internet  Agent  product among new and existing
customers, and management believes it is at the forefront of technology compared
to similar products within the payment industry.

Over the past three years,  FirsTech's sources of processing revenue has shifted
toward the  processing of payments to paying agents.  FirsTech's  retail lockbox
processing  for  organizations  provided  approximately  30%, 41% and 41% of the
total  revenue  of  FirsTech  in 2004,  2003 and  2002,  respectively.  FirsTech
processes  payments  delivered by customers to pay agents.  Many  businesses and
merchants such as grocery stores and convenience  stores located  throughout the
United States serve as agents of utilities in collecting  customer payments.  In
2004,  2003 and 2002, the  remittance  collection  business for these  companies
accounted for approximately 69%, 55% and 54%, respectively, of the total revenue
of FirsTech.

FirsTech competes in the retail payment processing  business with companies that
range from large national  companies to small,  local  businesses.  In addition,
many companies do their own  remittance  processing  rather than  out-source the
work to an  independent  processor  such as FirsTech.  The principal  methods of
competition in the remittance  processing industry are pricing of services,  use
of technology and quality of service.

C. Competition

The Company faces strong competition both in originating loans and in attracting
deposits.  Competition  in  originating  real estate loans comes  primarily from
other commercial banks,  savings  institutions and mortgage bankers making loans
secured by real estate located in the Company's  market area.  Commercial  banks
and finance  companies,  including  finance  company  affiliates  of  automobile
manufacturers,  provide vigorous competition in consumer lending. In addition to
competition  from the local  market,  the Company faces  competition  from large
national organizations, such as financial organizations and insurance companies,
for large commercial real estate loans. The Company competes for real estate and
other  loans  primarily  on the  basis of the  interest  rates  and loan fees it
charges,  the  types of loans it  originates  and the  quality  of  services  it
provides to borrowers.

The Company faces  substantial  competition  in  attracting  deposits from other
commercial banks,  savings  institutions,  money market and mutual funds, credit
unions, insurance agencies,  brokerage firms, and other investment vehicles. The
ability of the Company to attract and retain deposits  depends on its ability to
provide  investment  opportunities that satisfy the requirements of investors as
to rate of return,  liquidity,  risk and other factors.  The Company  attracts a
significant  amount of deposits  through its branch offices,  primarily from the
communities  in which those branch offices are located;  therefore,  competition
for  those  deposits  is  principally  from  other  commercial  banks,   savings
institutions,  and credit unions  located in the same  communities.  The Company
competes  for these  deposits  by  offering  a variety of  deposit  accounts  at
competitive rates,  convenient business hours,  internet banking, and convenient
branch locations with interbranch deposit and withdrawal privileges at each.

Under the  Gramm-Leach-Bliley  Act, which was enacted in 2000,  securities firms
and insurance  companies that elect to become  financial  holding  companies may
acquire banks and other financial institutions. Although the Company has seen no
significant  impact  from  this  change,  it has the  potential  to  change  the
competitive  environment in which the Company and the Bank conduct business. The
financial services industry is also likely to become more competitive as further
technological  advances  enable more  companies to provide  financial  services.
These   technological   advances  may  diminish  the  importance  of  depository
institutions and other financial intermediaries in the transfer of funds between
parties.

D. Monetary Policy and Economic Conditions

The earnings of  commercial  banks and bank holding  companies  are affected not
only by  general  economic  conditions,  but  also by the  policies  of  various
governmental  regulatory agencies. In particular,  the Federal Reserve regulates
money and credit  conditions  and interest  rates in order to influence  general
economic conditions and interest rates, primarily through open market operations
in U.S.  government  securities,  varying the discount  rate on member banks and
nonmember  bank  borrowings  and  setting  reserve   requirements  against  bank
deposits. Such Federal Reserve policies and acts have a significant influence on
overall growth and distribution of bank loans, investments, deposits and related
interest rates. The Company cannot  accurately  predict the effect, if any, such
policies and acts may have in the future on its business or earnings.

                                       5
<PAGE>

E. Supervision and Regulation

General

Financial  institutions,  their  holding  companies  and  their  affiliates  are
extensively  regulated under federal and state law. As a result,  the growth and
earnings  performance  of the  Company may be  affected  not only by  management
decisions  and general  economic  conditions,  but also by the  requirements  of
federal and state statutes and by the  regulations  and policies of various bank
regulatory  authorities,  including  the Illinois  Department  of Financial  and
Professional  Regulation  (the  "DFPR"),  the Board of  Governors of the Federal
Reserve  System  (the  "Federal  Reserve")  and the  Federal  Deposit  Insurance
Corporation  (the  "FDIC").  Furthermore,  taxation  laws  administered  by  the
Internal  Revenue  Service and state  taxing  authorities  and  securities  laws
administered  by the  Securities and Exchange  Commission  (the "SEC") and state
securities authorities have an impact on the business of the Company. The effect
of these statutes,  regulations and regulatory policies may be significant,  and
cannot be predicted with a high degree of certainty.

Federal  and  state  laws and  regulations  generally  applicable  to  financial
institutions regulate,  among other things, the scope of business, the kinds and
amounts  of  investments,  reserve  requirements,  capital  levels  relative  to
operations,  the nature and amount of collateral for loans, the establishment of
branches,  mergers and consolidations and the payment of dividends.  This system
of supervision  and  regulation  establishes a  comprehensive  framework for the
respective  operations  of the  Company  and its  subsidiaries  and is  intended
primarily for the protection of the FDIC-insured  deposits and depositors of the
Bank,  rather than  shareholders.

The following is a summary of the material elements of the regulatory  framework
that  applies to the Company and its  subsidiaries.  It does not describe all of
the  statutes,  regulations  and  regulatory  policies  that apply,  nor does it
restate  all of the  requirements  of those  that are  described.  As such,  the
following is qualified  in its  entirety by  reference  to  applicable  law. Any
change in  statutes,  regulations  or  regulatory  policies  may have a material
effect on the business of the Company and its subsidiaries.

The Company

General.  The Company,  as the sole  shareholder  of the Bank, is a bank holding
company.  As a bank holding  company,  the Company is  registered  with,  and is
subject to regulation by, the Federal Reserve under the Bank Holding Company Act
of 1956, as amended (the "BHCA"). In accordance with Federal Reserve policy, the
Company is expected to act as a source of financial  strength to the Bank and to
commit  resources to support the Bank in  circumstances  where the Company might
not  otherwise  do so.  Under the BHCA,  the  Company  is  subject  to  periodic
examination  by the Federal  Reserve.  The Company is also required to file with
the  Federal  Reserve  periodic  reports of the  Company's  operations  and such
additional information regarding the Company and its subsidiaries as the Federal
Reserve may require.

Acquisitions,  Activities and Change in Control.  The primary  purpose of a bank
holding company is to control and manage banks. The BHCA generally  requires the
prior  approval of the Federal  Reserve for any merger  involving a bank holding
company or any  acquisition  by a bank  holding  company of another bank or bank
holding company.  Subject to certain conditions (including deposit concentration
limits  established by the BHCA),  the Federal  Reserve may allow a bank holding
company to acquire banks located in any state of the United States. In approving
interstate  acquisitions,  the  Federal  Reserve is  required  to give effect to
applicable state law limitations on the aggregate amount of deposits that may be
held  by  the  acquiring  bank  holding  company  and  its  insured   depository
institution  affiliates  in the  state  in  which  the  target  bank is  located
(provided that those limits do not discriminate against out-of-state  depository
institutions  or their holding  companies)  and state laws that require that the
target bank have been in existence  for a minimum  period of time (not to exceed
five years) before being acquired by an out-of-state bank holding company.

The BHCA generally  prohibits a bank holding  company from  acquiring  direct or
indirect  ownership  or  control  of more  than 5% of the  voting  shares of any
company that is not a bank and from engaging in any business  other than that of
banking,  managing and  controlling  banks or  furnishing  services to banks and
their  subsidiaries.  This  general  prohibition  is  subject  to  a  number  of
exceptions.  The principal exception allows bank holding companies to engage in,
and to own shares of  companies  engaged  in,  certain  businesses  found by the
Federal  Reserve  to be "so  closely  related  to  banking...  as to be a proper
incident  thereto."  This  authority  would  permit  the  Company to engage in a
variety of  banking-related  businesses,  including  the  operation of a thrift,
consumer finance,  equipment leasing, the operation of a computer service bureau
(including software development),  and mortgage banking and brokerage.  The BHCA
generally does not place territorial  restrictions on the domestic activities of
non-bank subsidiaries of bank holding companies.

                                       6
<PAGE>

Additionally,  bank holding companies that meet certain eligibility requirements
prescribed by the BHCA and elect to operate as financial  holding  companies may
engage in, or own shares in  companies  engaged in, a wider range of  nonbanking
activities,  including securities and insurance underwriting and sales, merchant
banking and any other activity that the Federal  Reserve,  in consultation  with
the Secretary of the Treasury, determines by regulation or order is financial in
nature,  incidental to any such financial  activity or complementary to any such
financial  activity  and does  not  pose a  substantial  risk to the  safety  or
soundness of depository  institutions  or the financial  system  generally.  The
Company  has  elected  (and the  Federal  Reserve  has  accepted  the  Company's
election) to operate as a financial holding company.

Federal law also prohibits any person or company from acquiring  "control" of an
FDIC-insured  depository institution or its holding company without prior notice
to the appropriate federal bank regulator. "Control" is conclusively presumed to
exist upon the acquisition of 25% or more of the outstanding  voting  securities
of a bank or bank holding company, but may arise under certain  circumstances at
10% ownership.

Capital  Requirements.  Bank holding  companies are required to maintain minimum
levels  of  capital  in  accordance  with  Federal   Reserve  capital   adequacy
guidelines.  If capital levels fall below the minimum  required  levels,  a bank
holding  company,  among  other  things,  may be denied  approval  to acquire or
establish additional banks or non-bank businesses.

The  Federal  Reserve's  capital  guidelines  establish  the  following  minimum
regulatory  capital  requirements for bank holding  companies:  (i) a risk-based
requirement  expressed as a percentage  of total  assets  weighted  according to
risk; and (ii) a leverage requirement expressed as a percentage of total assets.
The risk-based requirement consists of a minimum ratio of total capital to total
risk-weighted  assets  of 8% and a  minimum  ratio  of Tier 1  capital  to total
risk-weighted assets of 4%. The leverage requirement consists of a minimum ratio
of Tier 1 capital to total  assets of 3% for the most  highly  rated  companies,
with a minimum  requirement of 4% for all others.  For purposes of these capital
standards,  Tier 1 capital consists primarily of permanent  stockholders' equity
less intangible  assets (other than certain loan servicing  rights and purchased
credit card  relationships).  Total capital consists primarily of Tier 1 capital
plus  certain  other debt and equity  instruments  that do not qualify as Tier 1
capital and a portion of the company's allowance for loan and lease losses.

The risk-based and leverage standards described above are minimum  requirements.
Higher   capital  levels  will  be  required  if  warranted  by  the  particular
circumstances or risk profiles of individual banking organizations. For example,
the Federal Reserve's capital guidelines contemplate that additional capital may
be required to take adequate account of, among other things, interest rate risk,
or the risks posed by  concentrations  of credit,  nontraditional  activities or
securities trading activities. Further, any banking organization experiencing or
anticipating  significant  growth would be expected to maintain  capital ratios,
including  tangible capital  positions (i.e., Tier 1 capital less all intangible
assets), well above the minimum levels. As of December 31, 2004, the Company had
regulatory capital in excess of the Federal Reserve's minimum requirements.

Dividend  Payments.  The Company's  ability to pay dividends to its shareholders
may be affected by both general corporate law considerations and policies of the
Federal  Reserve   applicable  to  bank  holding   companies.   As  an  Illinois
corporation,  the Company is subject to the limitations of the Illinois Business
Corporation  Act, as amended,  which prohibit the Company from paying a dividend
if, after giving effect to the dividend: (i) the Company would be insolvent;  or
(ii) the net assets of the  Company  would be less than  zero;  or (iii) the net
assets of the  Company  would be less than the maximum  amount  then  payable to
shareholders of the company who would have preferential  distribution  rights if
the Company  were  liquidated.  Additionally,  policies  of the Federal  Reserve
caution that a bank holding  company  should not pay cash  dividends that exceed
its net income or that can only be funded in ways that  weaken the bank  holding
company's  financial  health,  such as by  borrowing.  The Federal  Reserve also
possesses  enforcement  powers over bank holding  companies  and their  non-bank
subsidiaries  to  prevent or remedy  actions  that  represent  unsafe or unsound
practices or  violations  of applicable  statutes and  regulations.  Among these
powers is the ability to  proscribe  the payment of  dividends by banks and bank
holding companies.

Federal Securities Regulation. The Company's common stock is registered with the
SEC under the  Securities Act of 1933, as amended,  and the Securities  Exchange
Act of 1934,  as amended  (the  "Exchange  Act").  Consequently,  the Company is
subject  to the  information,  proxy  solicitation,  insider  trading  and other
restrictions and requirements of the SEC under the Exchange Act.

                                       7
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The Bank

General. The Bank is an  Illinois-chartered  bank, the deposit accounts of which
are insured by the FDIC's Bank Insurance Fund ("BIF"). As an  Illinois-chartered
FDIC-insured  bank,  the  Bank  is  subject  to  the  examination,  supervision,
reporting and enforcement requirements of the DFPR, the chartering authority for
Illinois Banks,  and the FDIC,  designated by federal law as the primary federal
regulator  of insured  state banks that,  like the Bank,  are not members of the
Federal Reserve System ("non-member banks'). The Bank is a member of the Federal
Home Loan Bank System,  which provides a central credit  facility  primarily for
member institutions.

Deposit Insurance. As an FDIC-insured  institution,  the Bank is required to pay
deposit  insurance  premium  assessments  to the  FDIC.  The FDIC has  adopted a
risk-based assessment system under which all insured depository institutions are
placed into one of nine  categories and assessed  insurance  premiums based upon
their  respective  levels of capital  and  results of  supervisory  evaluations.
Institutions  classified  as  well-capitalized  (as  defined  by the  FDIC)  and
considered  healthy pay the lowest premium while institutions that are less than
adequately  capitalized  (as defined by the FDIC) and  considered of substantial
supervisory concern pay the highest premium.  Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.

During the year ended  December  31,  2004,  BIF  assessments  ranged from 0% of
deposits to 0.27% of deposits.  For the semi-annual  assessment period beginning
January 1, 2005, BIF assessment rates will continue to range from 0% of deposits
to 0.27% of deposits.

FICO  Assessments.  Since 1987, a portion of the deposit  insurance  assessments
paid by members of the FDIC's  Savings  Association  Insurance Fund ("SAIF") has
been used to cover interest  payments due on the outstanding  obligations of the
Financing  Corporation  ("FICO").  FICO  was  created  in  1987 to  finance  the
recapitalization  of the Federal  Savings and Loan  Insurance  Corporation,  the
SAIF's predecessor insurance fund. As a result of federal legislation enacted in
1996,  beginning as of January 1, 1997, both SAIF members and BIF members became
subject to  assessments  to cover the  interest  payments  on  outstanding  FICO
obligations  until the final maturity of such  obligations  in 2019.  These FICO
assessments  are in  addition  to  amounts  assessed  by the  FDIC  for  deposit
insurance. During the year ended December 31, 2004, the FICO assessment rate for
BIF and SAIF members was approximately 0.02% of deposits.

Supervisory  Assessments.  All Illinois banks and national banks are required to
pay supervisory  assessments to the DFPR to fund its  operations.  The amount of
the  assessment  paid by an Illinois bank to the DFPR is calculated on the basis
of the  institution's  total assets,  including  consolidated  subsidiaries,  as
reported to the DFPR. The First National Bank of Decatur was a national bank and
paid supervisory  assessments to the OCC prior to the merger with  BankIllinois.
In the case of a national bank, the amount of the assessment  paid to the OCC is
calculated  using a formula  that takes  into  account  the bank's  size and its
supervisory  condition (as  determined by the corporate  rating  assigned to the
bank as a result of its most  recent  OCC  examination).  During  the year ended
December 31, 2004,  the Bank paid  supervisory  assessments to the DFPR totaling
$115,000 and to the OCC totaling $110,000.

Capital Requirements. Banks are generally required to maintain capital levels in
excess  of  other  businesses.   The  federal  bank  regulatory   agencies  have
established  the following  minimum  capital  standards for insured state banks,
such as the Bank:  (i) a leverage  requirement  consisting of a minimum ratio of
Tier 1 capital  to total  assets of 3% for the most  highly-rated  banks  with a
minimum requirement of at least 4% for all others; and (ii) a risk-based capital
requirement   consisting   of  a  minimum   ratio  of  total  capital  to  total
risk-weighted  assets  of 8% and a  minimum  ratio  of Tier 1  capital  to total
risk-weighted  assets  of 4%.  For  purposes  of these  capital  standards,  the
components  of Tier 1 capital  and total  capital are the same as those for bank
holding companies discussed above.

The  capital  requirements  described  above are  minimum  requirements.  Higher
capital levels will be required if warranted by the particular  circumstances or
risk profiles of individual institutions.  For example,  regulations of the FDIC
provide that  additional  capital may be required to take  adequate  account of,
among other things,  interest rate risk or the risks posed by  concentrations of
credit, nontraditional activities or securities trading activities.

Further,  federal law and regulations  provide various  incentives for financial
institutions  to  maintain  regulatory  capital  at levels in excess of  minimum
regulatory   requirements.   For  example,  a  financial   institution  that  is
"well-capitalized"  may qualify for exemptions  from prior notice or application
requirements otherwise applicable to certain types of activities and may qualify
for  expedited   processing   of  other   required   notices  or   applications.
Additionally,  one of the criteria  that  determines  a bank  holding  company's
eligibility to operate as a financial  holding company is a requirement that all
of its  financial  institution  subsidiaries  be  "well-capitalized".  Under the
regulations  of  the  FDIC,  in  order  to be  "well-capitalized",  a  financial
institution must maintain a ratio of total capital to total risk-weighted assets
of 10% or greater, a ratio of Tier 1 capital to total risk-weighted assets of 6%
or greater and a ratio of Tier 1 capital to total assets of 5% or greater.

                                       8
<PAGE>

Federal law also  provides the federal  banking  regulators  with broad power to
take  prompt  corrective  action to resolve  the  problems  of  undercapitalized
institutions.  The extent of the  regulators'  powers  depends  on  whether  the
institution  in  question  is  "adequately   capitalized",   "undercapitalized",
"significantly undercapitalized", or "critically undercapitalized", in each case
as  defined by  regulation.  Depending  upon the  capital  category  to which an
institution  is  assigned,   the  regulators'  corrective  powers  include:  (i)
requiring the  institution to submit a capital  restoration  plan; (ii) limiting
the institution's  asset growth and restricting its activities;  (iii) requiring
the institution to issue additional  capital stock (including  additional voting
stock) or to be acquired; (iv) restricting  transactions between the institution
and its affiliates; (v) restricting the interest rate the institution may pay on
deposits;  (vi) ordering a new election of directors of the  institution;  (vii)
requiring  that senior  executive  officers or  directors be  dismissed;  (viii)
prohibiting the institution from accepting  deposits from  correspondent  banks;
(ix) requiring the institution to divest certain  subsidiaries;  (x) prohibiting
the payment of principal or interest on subordinated  debt; and (xi) ultimately,
appointing a receiver for the institution.

As of December  31, 2004:  (i) the Bank was not subject to a directive  from the
FDIC to increase  its  capital to an amount in excess of the minimum  regulatory
capital  requirements;  (ii) the Bank  exceeded its minimum  regulatory  capital
requirements  under FDIC  capital  adequacy  guidelines;  and (iii) the Bank was
"well-capitalized", as defined by applicable regulations.

Dividend Payments. The primary source of funds for the Company is dividends from
the  Bank.  Under the  Illinois  Banking  Act,  the Bank  generally  may not pay
dividends in excess of its net profits.

The payment of dividends by any financial  institution or its holding company is
affected by the requirement to maintain  adequate capital pursuant to applicable
capital  adequacy  guidelines  and  regulations,  and  a  financial  institution
generally is prohibited from paying any dividends if, following payment thereof,
the institution would be undercapitalized. As described above, the Bank exceeded
its minimum capital requirements under applicable  guidelines as of December 31,
2004. As of December 31, 2004, approximately $58.838 million was available to be
paid as dividends by the Bank.  Notwithstanding  the  availability  of funds for
dividends,  however,  the FDIC may  prohibit  the  payment  of  dividends  if it
determines such payment would constitute an unsafe or unsound practice.

Insider  Transactions.  The Bank is subject to certain  restrictions  imposed by
federal law on  extensions  of credit to the Company  and its  subsidiaries,  on
investments in the stock or other securities of the Company and its subsidiaries
and the  acceptance  of the  stock or other  securities  of the  Company  or its
subsidiaries as collateral for loans made by the Bank.  Certain  limitations and
reporting  requirements  are also placed on  extensions of credit by the Bank to
its  directors  and  officers,  to directors and officers of the Company and its
subsidiaries,   to  principal  shareholders  of  the  Company  and  to  "related
interests" of such directors,  officers and principal shareholders. In addition,
federal law and  regulations may affect the terms upon which any person who is a
director  or officer of the  Company or one of its  subsidiaries  or a principal
shareholder  of the  Company  may obtain  credit  from banks with which the Bank
maintains correspondent relationships.

Safety and  Soundness  Standards.  The federal  banking  agencies  have  adopted
guidelines that establish  operational  and managerial  standards to promote the
safety  and  soundness  of  federally  insured  depository   institutions.   The
guidelines  set forth  standards  for internal  controls,  information  systems,
internal audit systems, loan documentation,  credit underwriting,  interest rate
exposure,  asset  growth,  compensation,  fees and  benefits,  asset quality and
earnings.

In  general,  the  safety and  soundness  guidelines  prescribe  the goals to be
achieved in each area, and each  institution is responsible for establishing its
own procedures to achieve those goals.  If an  institution  fails to comply with
any of the  standards set forth in the  guidelines,  the  institution's  primary
federal regulator may require the institution to submit a plan for achieving and
maintaining  compliance.  If  an  institution  fails  to  submit  an  acceptable
compliance plan, or fails in any material respect to implement a compliance plan
that has been  accepted by its  primary  federal  regulator,  the  regulator  is
required to issue an order  directing the  institution  to cure the  deficiency.
Until the deficiency cited in the regulator's  order is cured, the regulator may
restrict the institution's  rate of growth,  require the institution to increase
its capital,  restrict the rates the institution pays on deposits or require the
institution  to take any  action  the  regulator  deems  appropriate  under  the
circumstances.  Noncompliance  with the standards  established by the safety and
soundness guidelines may also constitute grounds for other enforcement action by
the federal  banking  regulators,  including  cease and desist  orders and civil
money penalty assessments.

Branching  Authority.  Illinois  banks have the authority  under Illinois law to
establish branches anywhere in the State of Illinois,  subject to receipt of all
required regulatory approvals.

                                       9
<PAGE>

Federal law permits state and national banks to merge with banks in other states
subject  to:  (i)   regulatory   approval;   (ii)  federal  and  state   deposit
concentration limits; and (iii) state law limitations requiring the merging bank
to have  been in  existence  for a minimum  period  of time (not to exceed  five
years) prior to the merger. The establishment of new interstate  branches or the
acquisition  of individual  branches of a bank in another state (rather than the
acquisition of an out-of-state  bank in its entirety) is permitted only in those
states that authorize such expansion.

State Bank  Investments and Activities.  The Bank generally is permitted to make
investments  and  engage in  activities  directly  or  through  subsidiaries  as
authorized by Illinois  law.  However,  under federal law and FDIC  regulations,
FDIC-insured  state banks are prohibited,  subject to certain  exceptions,  from
making or retaining equity investments of a type, or in an amount,  that are not
permissible for a national bank.  Federal law and FDIC regulations also prohibit
FDIC-insured state banks and their subsidiaries,  subject to certain exceptions,
from  engaging as principal in any activity that is not permitted for a national
bank unless the bank  meets,  and  continues  to meet,  its  minimum  regulatory
capital  requirements  and the FDIC  determines  the  activity  would not pose a
significant  risk to the deposit  insurance  fund of which the bank is a member.
These  restrictions  have not had,  and are not  currently  expected to have,  a
material impact on the operations of the Bank.

Federal Reserve System.  Federal  Reserve  regulations,  as presently in effect,
require  depository  institutions  to  maintain  non-interest  earning  reserves
against  their  transactions   accounts  (primarily  NOW  and  regular  checking
accounts),  as follows:  for transaction  accounts  aggregating $47.6 million or
less,  the reserve  requirement  is 3% of total  transaction  accounts;  and for
transaction  accounts  aggregating  in  excess  of $47.6  million,  the  reserve
requirement  is  $1.218  million  plus  10% of the  aggregate  amount  of  total
transaction  accounts  in excess of $47.6  million.  The first  $7.0  million of
otherwise reservable balances are exempted from the reserve requirements.  These
reserve  requirements  are subject to annual  adjustment by the Federal Reserve.
The Bank is in compliance with the foregoing requirements.

F. Employees

The Company had a total of 445 employees at December 31, 2004, consisting of 345
full-time  employees and 100  part-time.  The Company  places a high priority on
staff development, which involves extensive training, including customer service
training.  New employees are selected on the basis of both technical  skills and
consumer service capabilities.  None of the Company's employees are covered by a
collective  bargaining  agreement  with the  Company  or its  subsidiaries.  The
Company  offers a variety of employee  benefits,  and  management  considers its
employee relations to be excellent.

G. Internet Website

The  Company   maintains   an  internet   site  for  its   subsidiary   bank  at
www.mainstreettrust.com.  The Company  makes  available  free of charge on these
sites its annual report on Form 10-K,  quarterly  reports on Form 10-Q,  current
reports on Form 8-K and other  reports  filed or  furnished  pursuant to Section
13(a) or 15(d) of the Exchange Act as soon as  reasonably  practicable  after it
electronically  files such material with, or furnishes it to, the Securities and
Exchange Commission.

Item 2. Properties

The Company and its  subsidiaries  conduct business in eighteen  locations.  The
Company  and  Main  Street  Bank & Trust'  headquarters  are  located  at 100 W.
University Ave. in Champaign,  Illinois. The Company and/or its subsidiaries own
the land and buildings for eleven locations and lease seven locations,  three of
which are located in supermarkets.  The Company believes that its facilities are
adequate to serve its present needs.

Item 3. Legal Proceedings

In the course of business,  the Company and its subsidiaries  become involved in
various legal  proceedings,  claims and  litigation  arising out of the ordinary
course of business.  As of the date of filing this report,  there were no causes
of action  which  would  have a  material  adverse  effect  on the  consolidated
financial position of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

There  were no items  submitted  to a vote of  security  holders  in the  fourth
quarter of 2004.

                                       10
<PAGE>

                                     PART II

Item 5. Market for Registrant's  Common Equity and Related Shareholder Matters

The Company's common stock was held by approximately  700 shareholders of record
as of March 1, 2005 and is traded in the over-the-counter market.

The  following  table  shows,  for the periods  indicated,  the range of closing
prices per share of the Company's common stock in the  over-the-counter  market,
as  reported to the  Company by the  brokers  known to the Company to  regularly
follow the market for the common stock.  Certain other private  transactions may
have  occurred  during  the  periods  indicated  of  which  the  Company  has no
knowledge.  The following  prices represent  inter-dealer  prices without retail
markups, markdowns or commissions.

                                                                         Cash
                                                  High        Low      Dividends
                                               ---------------------------------

2003   First quarter .....................     $   25.25   $   24.25   $    0.15
       Second quarter ....................         30.00       24.75        0.15
       Third quarter .....................         31.00       27.75        0.20
       Fourth quarter ....................         35.00       29.70        0.20

2004   First quarter .....................     $   31.25   $   30.60   $    0.21
       Second quarter ....................         32.00       30.25        0.21
       Third quarter .....................         32.00       30.30        0.21
       Fourth quarter ....................         32.50       28.50        0.21

During the fourth quarter of 2004,  the Company  declared a $0.22 per share cash
dividend,  which was paid on January 28, 2005. The ability of the Company to pay
dividends  in the  future  will be  primarily  dependent  upon  its  receipt  of
dividends from the Bank. In determining  cash dividends,  the Board of Directors
considers  the  earnings,  capital  requirements,  debt and  dividend  servicing
requirements,  financial  ratio  guidelines  it has  established,  the financial
condition of the Company and other relevant  factors.  The Bank's ability to pay
dividends  to the  Company and the  Company's  ability to pay  dividends  to its
shareholders are also subject to certain regulatory restrictions.  See "Business
- Supervision and Regulation - The Company - Dividend  Payments" and "Business -
Supervision  and Regulation - The Bank - Dividend  Payments" for a more detailed
description of these limitations.

On October 27,  2003,  the Company  announced  that its Board of  Directors  had
reinstated the Stock Repurchase  Program (the "Program"),  allowing the purchase
of up to 500,000  shares of the  Company's  outstanding  stock.  No shares  were
repurchased during the fourth quarter of 2004.

                                       11
<PAGE>

Item 6.  Selected Consolidated Financial Data

The following table presents selected consolidated financial information for the
Company  for each of the five  years  ended  December  31,  2004.  The  selected
consolidated  financial data should be read in conjunction with the Consolidated
Financial  Statements  of the Company,  including the related  notes,  presented
elsewhere herein.
<TABLE>
                                                                            Year Ended December 31,
------------------------------------------------------------------------------------------------------------------------
                                                          2004          2003         2002          2001          2000
                                                                 (dollars in thousands, except per share data)
------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>           <C>           <C>
Interest income ...................................   $   54,805    $   55,686    $   63,363    $   73,195    $   74,271
Interest expense ..................................       16,852        16,723        21,717        33,598        36,599
Net interest income ...............................       37,953        38,963        41,646        39,597        37,672
Provision for loan losses .........................        1,100         1,470         1,450         2,670           804
                                                      -------------------------------------------------------------------
Net interest income after provision for loan losses       36,853        37,493        40,196        36,927        36,868
Non-interest income ...............................       19,847        20,294        18,866        17,266        16,316
Non-interest expense ..............................       33,879        32,341        33,161        30,286        34,769
Income tax expense ................................        8,043         8,841         8,520         7,736         6,426
                                                      -------------------------------------------------------------------
     Net income ...................................   $   14,778    $   16,605    $   17,381    $   16,171    $   11,989
                                                      -------------------------------------------------------------------
Basic earnings per share ..........................   $     1.56    $     1.62    $     1.61    $     1.48    $     1.08
                                                      -------------------------------------------------------------------
Diluted earnings per share ........................   $     1.54    $     1.60    $     1.60    $     1.45    $     1.06
                                                      -------------------------------------------------------------------
Return on average total assets ....................         1.22%         1.47%         1.58%         1.47%         1.15%
Return on average shareholders' equity ............        13.08%        12.67%        12.79%        12.32%        10.03%
Dividend payout ratio .............................        54.49%        46.91%        33.54%        30.41%        37.04%
Cash dividends declared per common share ..........   $     0.85    $     0.76    $     0.54    $     0.45    $     0.40
                                                      -------------------------------------------------------------------
Total assets ......................................   $1,228,118    $1,154,174    $1,122,728    $1,151,511    $1,091,081
Investment in debt and equity securities ..........      358,726       370,726       316,210       335,422       303,187
Loans held for investment, net ....................      761,227       666,259       664,142       673,061       659,849
Deposits ..........................................      974,577       898,472       868,586       884,109       839,932
Borrowings ........................................      126,782       132,978       108,457       120,102       110,636
Total shareholders' equity ........................      113,975       111,450       134,470       135,993       125,402
Total shareholders' equity to total assets ........         9.28%         9.66%        11.98%        11.81%        11.49%
Average shareholders' equity to average assets ....         9.34%        11.63%        12.35%        11.91%        11.45%
                                                      ===================================================================
</TABLE>

Item 7. Management's  Discussion and Analysis of Financial  Condition and Result
        of Operations

The following  discussion  and analysis is designed to provide the reader with a
comprehensive  review of the  consolidated  results of operations for 2004, 2003
and 2002 for the Company,  including  all  subsidiaries,  and an analysis of the
Company's financial condition at December 31, 2004 compared to December 31, 2003
and at December  31, 2003  compared to December 31, 2002.  This  discussion  and
analysis  should  be  read  in  conjunction  with  the  consolidated   financial
statements and related notes, which begin at page 30 of this report.

Overview

Net income declined slightly, from $16.605 million in 2003 to $14.778 million in
2004,  due to the  compression  of the  Bank's  net  interest  margin,  one-time
expenses associated with the merger and name change of our subsidiary banks, The
First  National Bank of Decatur and  BankIllinois,  in the fourth  quarter and a
decline in mortgage loan sales and related  income.  Interest  rates remained at
unprecedented low levels during the first half of 2004 and they increased in the
second  half of 2004 as a result  of five  rate  hikes by the  Federal  Reserve.
However, the net interest margin showed a pattern of increases during the fourth
quarter of 2004,  and should  continue to increase in response to the  continued
rising rate environment.  Loan demand grew during 2004 and loan quality remained
strong,  with  non-performing  loans as a  percentage  of gross  loans at 0.29%,
compared  to 0.15% in 2003 and  0.33% in 2002.  Earnings  were flat for the year
ended  December 31, 2003  compared to 2002,  with diluted  earnings per share of
$1.60 in both 2003 and 2002.  Interest rates were at  unprecedented  lows during
2003 and caused  compression  in our margins.  Also affecting our margin was the
lack of loan growth during 2003.  However,  the economy  continued to improve in
the fourth  quarter of 2003,  and loan demand,  which showed  growth late in the
fourth quarter of 2003 continued into 2004.

During the second quarter of 2002, the Company completed a tender offer in which
711,832 of its shares of common stock were  acquired  for an  aggregate  cost of
$16.556  million.  The Company  completed a second tender offer during the third
quarter of 2003 in which  1,074,140 of its shares of common stock were  acquired
for an aggregate cost of $32.395 million.

                                       12
<PAGE>

On November 8, 2004, the Company  announced its intent to acquire Citizens First
Financial, parent company of Citizens Savings Bank in Bloomington,  Illinois for
a total cost of approximately  $61.6 million of which 50% will be in the form of
cash and 50% will be in the form of common stock of the Company. As of September
30, 2004,  Citizens First Financial had consolidated assets of $327.103 million,
consolidated  total deposits of $231.416 million and consolidated  stockholders'
equity of $34.213  million.  The  acquisition is expected to close in the second
quarter of 2005, pending approval from Citizen's shareholders and all applicable
regulatory agencies.

Segment Operations

FirsTech,  Inc.  operates  as a  separate  segment  of the  Company.  Results of
Firstech's  operations  are  included as  non-interest  income and  non-interest
expense of the Company.

Critical Accounting Policies

The Company's significant accounting policies are more fully described in Note 1
to the Company's  consolidated  financial  statements  located in Item 8 of this
Annual  Report  on  form  10-K.  The  preparation  of  financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported amounts of assets, liabilities,  revenues, and expenses and the related
disclosures of contingent  assets and  liabilities.  Actual results could differ
from those  estimates  under  different  assumptions or conditions.  The Company
believes that it has one critical accounting policy that is subject to estimates
and judgements used in the preparation of its consolidated financial statements.

Allowance for Loan Losses.  The allowance for loan losses is a material estimate
that is  particularly  susceptible to significant  changes in the near term. The
allowance for loan losses is increased by provisions  charged to operations  and
is reduced by loan charge-offs less recoveries. Management utilizes an approach,
which provides for general and specific valuation  allowances,  that is based on
current  economic  conditions,   past  losses,   collection   experience,   risk
characteristics  of the portfolio,  assessment of collateral values by obtaining
independent appraisals for significant properties, and such other factors which,
in management's judgment, deserve current recognition in estimating loan losses,
to determine the appropriate level of the allowance for loan losses.

The allowance for loan losses  related to impaired loans that are identified for
evaluation is based on discounted  cash flow using the loan's initial  effective
interest  rate or the fair value,  less selling  costs,  of the  collateral  for
collateral  dependent loans.  Loans are categorized as "impaired" when, based on
current information or events, it is probable that the Company will be unable to
collect all amounts due,  including  principal and interest,  in accordance with
the contractual terms of the loan agreement. The Company reviews all non-accrual
and  substantially  delinquent  loans,  as well as problem  loans  identified by
management,  for impairment as defined above. A specific  reserve amount will be
established  for impaired  loans in which the present value of the expected cash
flows to be  generated  is less  than the  amount  of the loan  recorded  on the
Company's books. As an alternative to discounting, the Company may use the "fair
value" of any collateral supporting a collateral-dependent loan in reviewing the
necessity  for  establishing  a  specific  loan loss  reserve  amount.  Specific
reserves  will be  established  for  accounts  having  a  collateral  deficiency
estimated to be $50,000 or more. The Company's  general reserve is maintained at
an adequate level to cover accounts having a collateral  deficiency of less than
$50,000.  Loans  evaluated  as  groups  or  homogeneous  pools of loans  will be
excluded from this analysis.

The Company  utilizes its data  processing  system to identify loan payments not
made by their contractual due date and to calculate the number of days each loan
exceeds  the  contractual  due date.  The  accrual  of  interest  on any loan is
discontinued when, in the opinion of management, there is reasonable doubt as to
the collectibility of interest or principal.  Management  believes the allowance
for loan losses is adequate to absorb  probable  credit  losses  inherent in the
loan portfolio.  However,  there can be no assurance that the allowance for loan
losses will be adequate to cover all losses.  While  management  uses  available
information to recognize loan losses, future additions to the allowance for loan
losses may be necessary  based on changes in economic  conditions.  In addition,
various regulatory  agencies,  as an integral part of their examination process,
periodically review the adequacy of the allowance for loan losses. Such agencies
may require the Company to recognize  additions to the allowance for loan losses
based on their  judgments of information  available to them at the time of their
examination.

Results of Operations

The Company had earnings of $14.778  million in 2004 compared to $16.605 million
in 2003 and $17.381  million in 2002. The Company had a return on average assets
of 1.22%, 1.47% and 1.58% in 2004, 2003 and 2002,  respectively.  Basic earnings
per share  were  $1.56,  $1.62 and $1.61 in 2004,  2003 and 2002,  respectively.
Diluted  earnings per share were $1.54,  $1.60 and $1.60 in 2004, 2003 and 2002,
respectively.  Management  believes that a strong balance sheet and earnings are
critical to success.

                                       13
<PAGE>

Net Interest Income

Interest  rates and fees charged on loans are  affected  primarily by the market
demand for loans and the supply of money available for lending  purposes.  These
factors are affected by, among other things, general economic conditions and the
policies of the Federal  government,  including  the Board of  Governors  of the
Federal Reserve, legislative tax policies and governmental budgetary matters.

Net interest income, the most significant  component of the Company's  earnings,
is the difference  between interest received or accrued on the Company's earning
assets--primarily  loans  and  investments--and  interest  paid  or  accrued  on
deposits  and  borrowings.  In order to  compare  the  interest  generated  from
different  types of earning assets,  the interest  income on certain  tax-exempt
investment  securities  and loans is increased for analysis  purposes to reflect
the income tax savings  provided by these tax-exempt  assets.  The adjustment to
interest  income for tax-exempt  investment  securities and loans was calculated
based on the federal  income tax  statutory  rate of 35%. The  adjustment to net
interest  income  for the tax  effect  of  tax-exempt  assets  is  shown  in the
following schedule.

         Net Interest Income on a Tax Equivalent Basis
                         (in thousands)

--------------------------------------------------------------------------------
                                               2004          2003          2002
--------------------------------------------------------------------------------

Total interest income ................       $54,805       $55,686       $63,363
Total interest expense ...............        16,852        16,723        21,717
                                             -----------------------------------
   Net interest income ...............        37,953        38,963        41,646
Tax equivalent adjustment:
   Tax-exempt investments ............           993         1,222         1,279
   Tax-exempt loans ..................            12            16            19
                                             -----------------------------------
        Total adjustment .............         1,005         1,238         1,298
                                             -----------------------------------
Net interest income (TE) .............       $38,958       $40,201       $42,944
                                             ===================================

                                       14
<PAGE>

The following schedule, "Consolidated Average Balance Sheet and Interest Rates",
provides details of average balances,  interest income or interest expense,  and
the average rates for the Company's major asset and liability categories.
<TABLE>

                                    Consolidated Average Balance Sheet and Interest Rates
                                               (dollars in thousands)
------------------------------------------------------------------------------------------------------------------------------------
                                                       2004                          2003                            2002
------------------------------------------------------------------------------------------------------------------------------------
                                          Average                        Average                         Average
                                          Balance    Interest   Rate     Balance    Interest   Rate      Balance    Interest   Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>        <C>     <C>         <C>        <C>      <C>         <C>        <C>
Assets
Taxable investment securities1 ......   $  327,064    $10,793   3.30%   $  305,146   $11,502   3.77%    $  262,275   $12,471   4.75%
Tax-exempt investment
   securities1 (TE) .................       46,214      2,837   6.14%       55,601     3,492   6.28%        55,134     3,654   6.63%
Federal funds sold and interest
   bearing deposits2 ................       37,910        600   1.58%       36,786       447   1.22%        25,602       437   1.71%
Loans3,4 (TE) .......................      711,986     41,580   5.84%      645,543    41,483   6.43%       673,423    48,099   7.14%
                                        --------------------------------------------------------------------------------------------
   Total interest earning assets
      and interest income (TE) ......   $1,123,174    $55,810   4.97%   $1,043,076   $56,924   5.46%    $1,016,434   $64,661   6.36%
                                        --------------------------------------------------------------------------------------------
Cash and due from banks .............   $   44,965                      $   45,872                      $   46,771
Premises and equipment ..............       17,184                          17,864                          18,928
Other assets ........................       23,944                          19,848                          18,149
                                        --------------------------------------------------------------------------------------------
   Total assets .....................   $1,209,267                      $1,126,660                      $1,100,282
                                        ============================================================================================

Liabilities and Shareholders' Equity
Interest bearing demand deposits ....   $   93,315    $   635   0.68%   $   87,351   $   641   0.73%    $   90,916   $   944   1.04%
Savings .............................      345,624      3,432   0.99%      284,641     2,586   0.91%       261,063     3,689   1.41%
Time deposits .......................      352,596      9,905   2.81%      337,737    10,843   3.21%       350,353    14,081   4.02%
Federal funds purchased, repurchase
   agreements and notes payable .....       97,503      1,271   1.30%       95,029     1,094   1.15%        68,615     1,169   1.70%
FHLB advances & other
   borrowings .......................       29,925      1,609   5.38%       28,492     1,559   5.47%        32,889     1,834   5.58%
                                        --------------------------------------------------------------------------------------------
   Total interest bearing liabilities
      and interest expense ..........   $  918,963    $16,852   1.83%   $  833,250   $16,723   2.01%    $  803,836   $21,717   2.70%
                                        --------------------------------------------------------------------------------------------
Non-interest bearing demand
   deposits .........................      100,913                          89,935                          93,590
Non-interest bearing savings
   deposits .........................       66,163                          62,056                          56,204
Other liabilities ...................       10,260                          10,339                          10,738
                                        --------------------------------------------------------------------------------------------
   Total liabilities ................   $1,096,299                      $  995,580                   $     964,368
Shareholders' equity ................      112,968                         131,080                         135,914
                                        --------------------------------------------------------------------------------------------
   Total liabilities and
      shareholders' equity ..........   $1,209,267                      $1,126,660                   $   1,100,282
                                        --------------------------------------------------------------------------------------------
Interest spread (average
   rate earned minus
   average rate paid) (TE) ..........                           3.14%                          3.45%                           3.66%
                                        ============================================================================================
Net interest income (TE) ............                 $38,958                        $40,201                         $42,944
                                        ============================================================================================
Net yield on interest
   earnings assets (TE) .............                           3.47%                          3.85%                           4.22%
                                        ============================================================================================
<FN>
Notes: see next page for notes 1-4.

Notes to Consolidated Average Balance Sheet and Interest Rates Table:

1    Investments in debt securities are included at carrying value.

2    Federal  funds sold and interest  earning  deposits  include  approximately
     $66,000,  $71,000  and  $61,000 in 2004,  2003 and 2002,  respectively,  of
     interest income from third party processing of cashier checks.

3    Loans are net of allowance of loan losses and include  mortgage  loans held
     for sale. Nonaccrual loans are included in the total.

4    Loan fees of  approximately  $1.410  million,  $1.706  million,  and $1.269
     million in 2004,  2003 and 2002,  respectively,  are included in total loan
     income.
</FN>
</TABLE>
                                       15
<PAGE>

The following table presents,  on a fully taxable  equivalent basis, an analysis
of changes in net interest  income  resulting from changes in average volumes of
earning  assets and interest  bearing  liabilities  and average rates earned and
paid. The change in interest due to the combined  rate/volume  variance has been
allocated  to rate and  volume  changes in  proportion  to the  absolute  dollar
amounts of change in each.
<TABLE>
                              Analysis of Volume and Rate Changes
                                       (in thousands)
------------------------------------------------------------------------------------------------------
                                                     2004                            2003
------------------------------------------------------------------------------------------------------
                                        Increase                         Increase
                                       (Decrease)                       (Decrease)
                                          from                             from
                                        Previous    Due to     Due to    Previous   Due to      Due to
                                          Year      Volume      Rate       Year     Volume       Rate
------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>
Interest Income
  Taxable investment securities .....   $  (709)   $   788    $(1,497)   $  (969)   $ 1,862    $(2,831)
  Tax-exempt investment securities ..      (655)      (578)       (77)      (162)        16       (178)
  Federal funds sold and interest
    bearing deposits ................       153         14        139         10        158       (148)
  Loans .............................        97      4,063     (3,966)    (6,616)    (1,933)    (4,683)
                                        --------------------------------------------------------------
        Total interest income .......   $(1,114)   $ 4,287    $(5,401)   $(7,737)   $   103    $(7,840)
                                        --------------------------------------------------------------
Interest Expense
  Interest bearing demand
    and savings deposits ............   $   840    $   609    $   231    $(1,406)   $   250    $(1,656)
  Time deposits .....................      (938)       461     (1,399)    (3,238)      (492)    (2,746)
  Federal funds purchased, repurchase
    agreements and notes payable ....       177         29        148        (75)       371       (446)
  Federal Home Loan Bank advances
    and other borrowings ............        50         77        (27)      (275)      (241)       (34)
                                        --------------------------------------------------------------
        Total interest expense ......   $   129    $ 1,176    $(1,047)   $(4,994)   $  (112)   $(4,882)
                                        --------------------------------------------------------------
Net Interest Income (TE) ............   $(1,243)   $ 3,111    $(4,354)   $(2,743)   $   215    $(2,958)
                                        ==============================================================
</TABLE>

Total average  earning  assets  increased  from $1.043 billion in 2003 to $1.123
billion in 2004,  but  generated  lower  interest  income  mainly as a result of
reduced interest rates in 2004 compared to 2003. Average loans increased $66.443
million, resulting in an increase in interest income of $97,000, of which $4.063
million was due to volume,  offset  somewhat by $3.966 million due to a decrease
in interest  rates.  Average taxable  investment  securities  increased  $21.918
million,  but generated  $709,000 less interest income,  of which $1.497 million
was due to lower  rates,  offset  somewhat  by  $788,000  due to an  increase in
volume.  Average  federal  funds sold and  interest-bearing  deposits  increased
$1.124  million and generated  $153,000 more interest  income,  mainly due to an
increase in rates. Somewhat offsetting these increases in average balances was a
decrease  in  average  tax-exempt   investment  securities  of  $9.387  million,
resulting in a decrease in interest  income of $655,000,  of which  $578,000 was
due to lower volume and $77,000 was attributable to a decrease in rates.

Total average  earning  assets  increased  from $1.016 billion in 2002 to $1.043
billion in 2003,  but  generated  lower  interest  income  mainly as a result of
reduced  interest  rates in 2003 compared to 2002.  Average  taxable  investment
securities  increased  $42.871  million,  but  generated  $969,000 less interest
income,  of which  $2.831  million was due to lower  rates,  offset  somewhat by
$1.862  million  due to an increase in volume.  Average  federal  funds sold and
interest-bearing  deposits  increased $11.184 million and generated $10,000 more
interest income.  Average tax-exempt investment securities increased $467,000 in
2003, but generated  $162,000 less interest income, of which $178,000 was due to
a decrease in rates,  offset slightly by $16,000 due to higher volume.  Somewhat
offsetting  these increases in average  balances was a decrease in average loans
of  $27.880  million,  resulting  in a  decrease  in  interest  income of $6.616
million,  of which $4.683  million was due to lower rates and $1.933 million was
attributable to a decrease in volume.

                                       16
<PAGE>

The negative  trend in net interest  income in 2003 compared to 2002 has shown a
reversal in 2004  compared to 2003,  especially  in the fourth  quarter of 2004,
during which period a year-to-year increase in net interest income was reported.
The  following  table  summarizes  the  quarterly  increase  (decrease) in total
interest income, total interest expense and net interest income in 2004 and 2003
compared to the same periods the prior year:

----------------------------------------------------------------------
                                     Total        Total        Net
                                   Interest     Interest    Interest
                                  Income (TE)   Expense    Income (TE)
----------------------------------------------------------------------

2003    First quarter ..........    $(1,634)    $(1,307)    $  (327)
        Second quarter .........     (2,012)     (1,258)       (754)
        Third quarter ..........     (2,207)     (1,391)       (816)
        Fourth quarter .........     (1,884)     (1,038)       (846)
                                    --------------------------------
        Year-to-date ...........    $(7,737)    $(4,994)    $(2,743)
                                    ===============================

2004    First quarter ..........    $(1,232)    $  (638)    $  (594)
        Second quarter .........       (824)       (264)       (560)
        Third quarter ..........        (83)        376        (459)
        Fourth quarter .........      1,025         655         370
                                    -------------------------------
        Year-to-date ...........    $(1,114)    $   129     $(1,243)
                                    ===============================

The Company  establishes  interest  rates on loans and deposits  based on market
rates - such as the 91-day  Treasury Bill rate and the prime rate - and interest
rates offered by other financial institutions in the local community.  The level
of risk and the value of collateral  are also evaluated  when  determining  loan
rates.  Rates were  generally  lower in 2004 compared to 2003.  The average rate
earned on loans  decreased  59 basis points from 6.43% in 2003 to 5.84% in 2004.
The yield on  tax-exempt  investment  securities  decreased 14 basis points from
6.28% in 2003 to  6.14% in 2004.  The  yield on  taxable  investment  securities
decreased  47 basis  points  from  3.77%  in 2003 to  3.30%  in  2004.  Somewhat
offsetting these lower yields was an increase in the yield on federal funds sold
and interest-bearing  deposits of 36 basis points from 1.22% in 2003 to 1.58% in
2004.  Contributing  to this yield increase was a higher average  balance during
the last half of 2004 compared to the first half, coupled with rising rates as a
result of the five interest rate hikes  initiated by the Federal Reserve between
June and December 2004.

The total  actual  balance of loans at  December  31,  2004 was  higher  than at
December  31, 2003.  Commercial,  financial  and  agricultural  loans  increased
$64.862  million  from  2003 to 2004  primarily  as a  result  of the  Company's
emphasis  on  business  development,  the  favorable  rate  environment  and the
relative improvement in the economy in 2004, particularly in the last half. Real
estate loans  increased  $23.297  million  from 2003 to 2004,  due to an $11.755
million  increase in commercial  real estate  loans,  and an increase of $11.542
million in  residential  real estate  loans due to  attractive  adjustable  rate
mortgage rates.  Installment  and consumer loans  increased  $6.673 million from
2003 to 2004.  This was  primarily  due to an $18.405  million  increase in home
equity loans as a result of the  Company's  increased  focus on  marketing  this
product in 2004,  including  promotional  rates,  offset  somewhat by an $11.732
million  decrease  in  indirect  and other  consumer  loans,  mainly  due to the
availability  of  alternative  funding  sources  to  consumers,  such as special
financing offered by the automobile manufacturers' captive financing companies.

Average rates on total interest bearing  liabilities  decreased 18 basis points,
from 2.01% in 2003 to 1.83% in 2004, but interest expense increased  $129,000 in
2004  compared  to 2003 due to an  increase  in  volume,  offset  somewhat  by a
decrease  in rates.  The overall  increase in interest  expense was caused by an
increase in interest  expense on interest  bearing demand and savings  deposits,
federal funds  purchased,  repurchase  agreements  and notes payable and Federal
Home Loan Bank advances and other  borrowings,  offset somewhat by a decrease in
interest  expense  on time  deposits.  The  average  rate paid on time  deposits
decreased 40 basis points, from 3.21% in 2003 to 2.81% in 2004. This resulted in
a decrease of $938,000 in interest  expense,  of which $1.399 million was due to
lower rates,  offset somewhat by a $461,000 increase in volume. The average rate
paid on Federal Home Loan Bank advances and other  borrowings  decreased 9 basis
points, from 5.47% in 2003 to 5.38% in 2004. However, interest expense increased
a total of $50,000,  comprised of $77,000 due to higher volume, which was offset
somewhat by $27,000 due to a decrease in rates. The average rate paid on federal
funds  purchased,  repurchase  agreements  and notes payable  increased 15 basis
points  from 1.15% in 2003 to 1.30% in 2004.  This  resulted  in an  increase in
interest  expense of  $177,000  of which  $148,000  was due to higher  rates and
$29,000  was due to an increase  in volume.  The  average  rate paid on interest
bearing demand and savings deposits increased 6 basis points, from 0.87% in 2003
to 0.93% in 2004.  This resulted in an increase in interest  expense of $840,000
in 2004, of which $609,000 was attributable to increased volume and $231,000 was
due to higher rates.

                                       17
<PAGE>

Average rates on total interest bearing  liabilities  decreased 69 basis points,
from 2.70% in 2002 to 2.01% in 2003, resulting in a decrease in interest expense
of  $4.994  million  in 2003  compared  to 2002 due to the low rate  environment
throughout  2003.  The  overall  decrease  in  interest  expense was caused by a
decrease in interest expense on all categories of interest bearing  liabilities.
The average rate paid on time deposits decreased 81 basis points,  from 4.02% in
2002 to 3.21% in 2003. This resulted in a decrease of $3.238 million in interest
expense,  of which $2.746 million was due to lower rates and $492,000 was due to
a  decrease  in  volume.  The  average  rate paid on  federal  funds  purchased,
repurchase  agreements and notes payable decreased 55 basis points from 1.70% in
2002 to 1.15% in 2003.  This  resulted  in a  decrease  in  interest  expense of
$75,000 of which $446,000 was due to lower rates,  offset somewhat by a $371,000
increase in volume. The average rate paid on interest bearing demand and savings
deposits  decreased 45 basis points,  from 1.32% in 2002 to 0.87% in 2003.  This
resulted in a decrease in interest  expense of $1.406  million in 2003, of which
$1.656 million was  attributable  to lower rates,  offset slightly by a $250,000
increase in volume. The average rate paid on Federal Home Loan Bank advances and
other borrowings decreased 11 basis points, from 5.58% in 2002 to 5.47% in 2003.
This  resulted in a decrease in interest  expense of $275,000,  of which $34,000
was due to lower rates and $241,000 was due to a decrease in volume.

Provision for Loan Losses

The  quality of the  Company's  loan  portfolio  is of prime  importance  to the
Company's  management  and its  board of  directors,  as loans  are the  largest
component of the Company's assets.  The Company maintains an independent  credit
administration   function,   which   performs   reviews  of  all  large   credit
relationships and all loans that present indications of additional credit risk.

Net  charge-offs  increased to $1.236 million in 2004 from $943,000 in 2003. The
Company  charged  off $1.692  million in loans  during  2004  compared to $1.640
million  in 2003.  This was due to  increases  in  charge-offs  for  commercial,
financial and  agricultural  loans and residential real estate loans of $140,000
and $6,000, respectively,  in 2004 compared to 2003. The increase in charge-offs
for  commercial,  financial and  agricultural  loans was primarily the result of
charge-offs on one loan.  These  increases were offset somewhat by a decrease in
charge-offs  for  installment  and  consumer  loans of  $94,000.  Recoveries  of
previously  charged  off loans  decreased  from  $697,000 in 2003 to $456,000 in
2004,  with the  largest  decrease  in the  area of  commercial,  financial  and
agricultural  loans,  which decreased  $238,000 from 2003 to 2004. The provision
for loan losses decreased $370,000 from $1.470 million in 2003 to $1.100 million
in 2004. Loan quality continued to be manageable as the ratio of net charge-offs
to average net loans increased slightly to 0.17% in 2004 from 0.15% in 2003. The
Company  continues to emphasize  credit  analysis and early detection of problem
loans.

Non-Interest Income and Expense

The following table summarizes  selected  categories of non-interest  income and
non-interest expense for the years ended December 31 2004, 2003 and 2002.

--------------------------------------------------------------------------------
                     Noninterest Income and Expense
                    for the Year Ended: December 31,
--------------------------------------------------------------------------------
Non-interest Income (in thousands)                 2004       2003        2002
--------------------------------------------------------------------------------

Remittance processing ..................         $  7,201   $  7,211    $  7,277
Trust and brokerage fees 1 .............            6,492      5,783       5,929
Service charges on deposit accounts ....            2,419      2,545       2,373
Securities transactions, net 2 .........              133        (12)        211
Gain on sales of mortgage loans, net 3 .              997      2,536       1,368
Other 4 ................................            2,605      2,231       1,708
                                                 -------------------------------
        Total non-interest income ......         $ 19,847   $ 20,294    $ 18,866
                                                 ===============================

--------------------------------------------------------------------------------
Non-interest Expense (in thousands) ....           2004       2003        2002
--------------------------------------------------------------------------------
Salaries and employee benefits .........         $ 18,889   $ 18,245    $ 18,721
Occupancy ..............................            2,669      2,489       2,376
Equipment 5 ............................            2,512      2,389       2,779
Data processing 6 ......................            2,283      2,108       2,300
Office supplies ........................            1,247      1,266       1,261
Service charges from correspondent banks              781        931         932
Other 7 ................................            5,498      4,913       4,792
                                                 -------------------------------
        Total non-interest expense .....         $ 33,879   $ 32,341    $ 33,161
                                                 ===============================

1    Trust and brokerage fees increased $709,000,  or 12.3%, in 2004 compared to
     2003.  This increase was the result of strong  investment  performance  for
     existing  clients and  obtaining  new  investment  accounts.  Assets  under
     management  increased  $251 million to $1.765  billion at December 31, 2004
     compared to $1.514 billion at December 31, 2003.

                                       18
<PAGE>

2    Income from securities  transactions increased $145,000 in 2004 compared to
     2003. This increase was due to a gain on the sale of one security. In 2003,
     income from securities transactions decreased $223,000, or 105.7%, compared
     to 2002. In 2002, income from securities  transactions  included gains from
     some   securities  sold  to  reposition  the  portfolio  in  the  low  rate
     environment.

3    Gains on sales of mortgage loans  decreased  $1.539  million,  or 60.7%, in
     2004 compared to 2003. This decrease was due to a decrease of approximately
     $132.328  million,  or 63.3%,  in mortgage loans funded in 2004 compared to
     2003, primarily as a result of a decrease in refinancings. In 2003, gain on
     sales of mortgage  loans  increased  $1.168  million,  or 85.4% compared to
     2002.  This gain resulted  from a $70.294  million,  or 50.6%,  increase in
     mortgage  loans  funded in 2003  compared to 2002 mainly as a result of the
     high volume of refinancings due to the low rate environment.

4    Other non-interest income increased $374,000, or 16.8%, in 2004 compared to
     2003.  Included in other non-interest income in 2004 was a $291,000 gain on
     the sale of two parking lots. Other non-interest income increased $523,000,
     or 30.6%,  in 2003 compared to 2002.  In 2002,  other  non-interest  income
     included a write-down  of  approximately  $300,000 in the value of mortgage
     servicing rights as a result of the sharp rise in prepayment speeds.

5    Equipment expense increased $123,000, or 5.1%, in 2004 compared to 2003. In
     August 2003, FirsTech introduced a new remittance processing product called
     Internet  Agent.  The  increase  in  equipment  expense  in  2004  included
     additional costs associated with this product.  In 2003,  equipment expense
     decreased $390,000,  or 14.0%,  compared to 2002. This decrease was largely
     due to efficiencies  gained from restructuring and the merger of two of the
     Company's  subsidiary  banks,  BankIllinois  and the  First  Trust  Bank of
     Shelbyville, in June 2002.

6    Data processing  expense increased  $175,000,  or 8.3%, in 2004 compared to
     2003. In 2004, data processing expense included additional costs related to
     the merger of BankIllinois and The First National Bank of Decatur. In 2003,
     data processing  expense  decreased  $192,000,  or 8.3%,  compared to 2002.
     Contributing  to data  processing  expense  in 2002 were  additional  costs
     associated  with  conversion  to a  new  system  and  software  upgrade  at
     FirsTech,  and  costs to merge  BankIllinois  and the First  Trust  Bank of
     Shelbyville.

7    Other non-interest  expense increased $585,000,  or 11.9%, in 2004 compared
     to 2003. Included in other non-interest  expense in 2004 were approximately
     $413,000  of  additional  marketing  research  and agency  fees,  primarily
     related  to the  merger  of  BankIllinois  and The First  National  Bank of
     Decatur for purposes of  marketing,  promotion and branding the new entity,
     Main Street  Bank & Trust  direct loan  promotional  costs  relating to the
     increase   in  home  equity   loans  and   additional   costs   related  to
     Sarbanes-Oxley compliance.

Income Tax Expense

Income tax expense decreased  $798,000,  or 9.0%, from $8.841 million in 2003 to
$8.043 million in 2004. This was mainly due to a decrease in taxable income.  In
2003,  income tax expense  increased  $321,000,  or 3.8%, from $8.520 million in
2002. The Company's  effective tax rate was 35.2%, 34.7% and 32.9% for the years
ended December 31, 2004, 2003 and 2002, respectively.

The tax  effects  of  temporary  differences,  which  gave  rise to  significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
2004 and  2003,  are  shown in note 10 in the  Notes to  Consolidated  Financial
Statements.

Financial Condition

Total assets increased $73.944 million, or 6.4%, from $1.154 billion at December
31, 2003 to $1.228 billion at December 31, 2004. Increases in federal funds sold
and  interest  bearing  deposits,  investments  in debt  and  equity  securities
available-for-sale, non-marketable equity securities, loans, mortgage loans held
for sale,  accrued interest  receivable and other assets were somewhat offset by
decreases in cash and due from banks,  investments in debt and equity securities
held-to-maturity, and premises and equipment.

Cash and due from banks  decreased  $12.766  million,  or 27.8%, at December 31,
2004 compared to December 31, 2003.  This was primarily due to a smaller  dollar
amount of deposit  items in process of  collection at December 31, 2004 compared
to December 31, 2003.

                                       19
<PAGE>

Federal funds sold and interest  bearing deposits  increased $1.791 million,  or
6.0%, at December 31, 2004 compared to December 31, 2003. Federal funds sold and
interest  bearing  deposits  fluctuate  with loan  demand,  deposit  volume  and
investment opportunities.

Total  investments in debt and equity securities  decreased $12.000 million,  or
3.2%,  at December  31, 2004  compared to December 31, 2003  primarily  due to a
decrease  in  investments  in debt and equity  securities  held to  maturity  of
$15.892 million,  or 16.4%,  offset somewhat by increases in investments in debt
and  equity  securities  available-for-sale  of  $3.666  million,  or  1.4%  and
investments  in  non-marketable   equity   securities  of  $226,000,   or  2.9%.
Investments   fluctuate   with  loan  demand,   deposit  volume  and  investment
opportunities.

Loans, net of loan allowance,  increased $94.968 million,  or 14.3%, at December
31, 2004 compared to December 31, 2003.  Commercial,  financial and agricultural
loans  increased  $64.862 million from 2003 to 2004 primarily as a result of the
Company's emphasis on business  development,  the favorable rate environment and
the relative  improvement  in the economy in 2004.  Real estate loans  increased
$23.297  million  from 2003 to 2004,  due to increases  in both  commercial  and
residential  real estate loans.  Commercial real estate loans increased  $11.755
million. Residential real estate loans increased $11.542 million during 2004 due
to attractive  adjustable  rate mortgage  rates after  decreasing in 2003 due to
long-term  fixed  rate  loans  being  refinanced  and  subsequently  sold on the
secondary  market.  Installment and consumer loans increased $6.673 million from
2003 to 2004  primarily  due to an  increase  in home  equity  loans of  $18.405
million as a result of the Company's  increased focus on marketing this product,
which  included  promotional  rates.  Somewhat  offsetting  this  increase was a
decrease  of  $11.582  million  in  indirect  consumer  loans  due to  increased
competition from  alternative  funding sources  available to consumers,  such as
special  financing  offered  by  the  auto   manufacturers'   captive  financing
companies.

Mortgage loans held-for-sale  increased $373,000, or 59.0%, at December 31, 2004
compared to December 31, 2003.  This was  reflective of an increase in demand at
the end of 2004 as compared to 2003.

The increase in year-end assets was primarily the result of funds provided by an
increase in total  deposits of $76.105  million,  or 8.5%,  at December 31, 2004
compared to December  31,  2003.  This was due to the  increase in  non-interest
bearing  deposits  of $10.733  million,  or 6.6%,  and the  increase in interest
bearing  deposits  of  $65.372  million,  or  8.9%.  Somewhat  offsetting  these
increases was a decrease of $6.098 million, or 5.9%, in federal funds purchased,
repurchase  agreements and notes payable, and a decrease of $98,000, or 0.3%, in
Federal  Home Loan Bank  advances  and other  borrowings  at  December  31, 2004
compared to December 31, 2003.

Average assets were $82.607 million, or 7.3%, higher in 2004 than 2003. Included
in the  increase  in  average  assets  were  increases  in net loans of  $66.443
million,  or 10.3%,  taxable investment  securities of $21.918 million, or 7.2%,
other assets of $4.096  million,  or 20.6%,  and federal funds sold and interest
bearing  deposits of $1.124  million,  or 3.1%.  These  increases  were somewhat
offset  by  average  decreases  of  $9.387  million,  or  16.9%,  in  tax-exempt
investment  securities,  a decrease of $907,000,  or 2.0%,  in cash and due from
banks, and a decrease of $680,000, or 3.8%, in premises and equipment.

Shifts in funding sources occurred as total average deposits  increased  $96.891
million, or 11.2%, total average federal funds purchased,  repurchase agreements
and notes payable  increased  $2.474 million,  or 2.6%, and average Federal Home
Loan Bank advances and other borrowings  increased  $1.433 million,  or 5.0%, in
2004 from 2003.  Included in the increase in average deposits was a shift in the
average deposit mix in 2004 versus 2003.  There were increases in all categories
of deposits.  Average savings increased $60.983 million, or 21.4%,  average time
deposits increased $14.859 million, or 4.4%, average non-interest bearing demand
deposits  increased $10.978 million,  or 12.2%,  average interest bearing demand
deposits  increased $5.964 million,  or 6.8%, and average  non-interest  bearing
savings increased $4.107 million, or 6.6%.

                                       20
<PAGE>

Investment Securities

The carrying value of investments in debt and equity securities was as follows:

                       Carrying Value of Securities1
                              (in thousands)
--------------------------------------------------------------------------------
December 31,                                    2004         2003         2002
--------------------------------------------------------------------------------

Securities available-for-sale:
  U.S. Treasury .........................     $     --     $     --     $  3,066
  Federal agencies ......................      218,994      220,199      185,469
  Mortgage-backed securities ............       27,713       23,007       30,884
  State and municipal ...................       16,715       17,317       16,168
  Corporate and other obligations .......         --           --          1,008
  Marketable equity securities ..........        6,158        5,391        4,021
                                              ----------------------------------
        Total ...........................     $269,580     $265,914     $240,616
                                              ==================================
Securities held-to-maturity:
  Federal agencies ......................     $ 40,931     $ 10,704     $  1,750
  Mortgage-backed securities ............       14,992       50,029       23,595
  State and municipal ...................       25,241       36,323       43,218
                                              ----------------------------------
        Total ...........................     $ 81,164     $ 97,056     $ 68,563
                                              ==================================
Non-marketable equity securities:
  FHLB and FRB stock2 ...................     $  4,279     $  4,259     $  3,963
  Other equity investments ..............        3,703        3,497        3,068
                                              ----------------------------------
        Total ...........................     $  7,982     $  7,756     $  7,031
                                              ==================================
        Total securities ................     $358,726     $370,726     $316,210
                                              ==================================

1    Investment  securities   available-for-sale  are  carried  at  fair  value.
     Investment securities held-to-maturity are carried at amortized cost.

2    FHLB and FRB are  commonly  used  acronyms  for Federal  Home Loan Bank and
     Federal  Reserve Bank,  respectively.  All FRB stock was redeemed after the
     merger in November 2004.

The  unrealized  gain  on  securities  available-for-sale,  net of  tax  effect,
decreased  $2.159 million to a loss of $218,000 at December 31, 2004 from a gain
of $1.941 million at December 31, 2003.

The  following  table  shows  the  maturities  and  weighted-average  yields  of
investment securities at December 31, 2004.
<TABLE>

                                Maturities and Weighted Average Yields of Debt Securities
                                                     (dollars in thousands)
---------------------------------------------------------------------------------------------------------------------------------
                                                        December 31, 2004
---------------------------------------------------------------------------------------------------------------------------------
                                              1 Year              1 to 5            5 to 10              Over
                                             or Less              Years              Years             10 Years            Total
                                     Amount    Rate     Amount     Rate    Amount    Rate     Amount     Rate     Amount    Rate
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>      <C>        <C>     <C>       <C>     <C>         <C>     <C>        <C>
Securities available-for-sale:
  Federal agencies ..............   $105,600   3.31%   $112,402    2.84%   $  992    2.61%    $    --      --    $218,994   3.06%
  Mortgage-backed securities1 ...     15,171   3.02%     12,307    4.82%      201    7.11%         33    3.56%     27,713   3.85%
  State and municipal (TE)2 .....      2,502   4.87%      9,624    5.78%    3,792    7.67%        797    7.78%     16,715   6.17%
  Marketable equity securities3 .         --     --          --      --        --      --          --      --       6,158     --
                                    --------------------------------------------------------------------------------------------
        Total ...................   $123,273           $134,333            $4,985             $   830            $269,580
                                    ============================================================================================
Average Yield (TE)2 .............              3.30%               3.23%             6.64%               7.60%              3.34%
                                    ============================================================================================
Securities held-to-maturity:
  Federal agencies ..............   $  5,765   2.43%   $ 30,092    2.88%   $5,074    4.10%    $    --      --    $ 40,931   2.97%
  Mortgage-backed securities1 ...      8,072   2.09%      6,414    3.13%      135    3.39%        371    6.26%     14,992   2.65%
  State and municipal (TE)2 .....      8,019   5.78%     16,697    6.09%      180    7.07%        345    7.95%     25,241   6.03%
                                    --------------------------------------------------------------------------------------------
        Total ...................   $ 21,856           $ 53,203            $5,389             $   716            $ 81,164
                                    ============================================================================================
Average Yield (TE)2 .............              3.36%               3.90%             4.19%               7.08%              3.80%
                                    ============================================================================================
Non-marketable equity securities3
  FHLB stock ....................   $     --     --    $     --      --    $   --      --     $    --      --    $  4,279     --
  Other equity investments ......         --     --          --      --        --      --          --      --       3,703     --
                                    --------------------------------------------------------------------------------------------
        Total ...................   $     --     --    $     --      --    $   --      --     $    --      --    $  7,982     --
                                    ============================================================================================
<FN>
                                       21

<PAGE>

1    Expected   maturities  may  differ  from  contractual   maturities  because
     borrowers may have the right to call or prepay  obligations with or without
     call or  prepayment  penalties  and certain  securities  require  principal
     repayments prior to maturity.

2    The  average  yield has been tax  equivalized  (TE) on state and  municipal
     tax-exempt securities.

3    Due to the nature of these  securities,  they do not have a stated maturity
     date or rate.
</FN>
</TABLE>

Loans

The following tables present the amounts and percentages of loans at December 31
for the years indicated according to the categories of commercial, financial and
agricultural; real estate; and installment and consumer loans.
<TABLE>

                                          Amount of Loans Outstanding
                                             (dollars in thousands)
----------------------------------------------------------------------------------------------------------------------
                                                  2004            2003          2002            2001          2000
----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>            <C>            <C>            <C>
Commercial, financial and agricultural .....   $   314,657    $   249,795    $   234,045    $   246,042    $   219,541
Real estate ................................       372,294        348,997        343,827        316,693        319,412
Installment and consumer ...................        83,926         77,253         95,529        119,585        129,775
                                               -----------------------------------------------------------------------
        Total loans ........................   $   770,877    $   676,045    $   673,401    $   682,320    $   668,728
                                               =======================================================================

                                        Percentage of Loans Outstanding
----------------------------------------------------------------------------------------------------------------------
                                                  2004            2003          2002            2001          2000
----------------------------------------------------------------------------------------------------------------------

Commercial, financial and agricultural .....        40.82%         36.95%         34.75%         36.06%         32.83%
Real estate ................................        48.29%         51.62%         51.06%         46.41%         47.76%
Installment and consumer ...................        10.89%         11.43%         14.19%         17.53%         19.41%
                                               -----------------------------------------------------------------------
        Total ..............................       100.00%        100.00%        100.00%        100.00%        100.00%
                                               =======================================================================
</TABLE>

The Company's loan portfolio totaled approximately  $770.877 million at December
31, 2004, representing 62.8% of total assets at that date. Total loans increased
$94.832  million,  or 14.0%,  from  December  31, 2003 to December 31, 2004 with
increases in commercial, financial and agricultural loans, real estate loans and
installment  and consumer loans of $64.862  million,  $23.297 million and $6.673
million, respectively.

Total  loans  increased  $2.644  million,  or 0.4%,  from  December  31, 2002 to
December 31, 2003,  with  increases in  commercial,  financial and  agricultural
loans and real estate loans of $15.750 million and $5.170 million, respectively,
offset  somewhat  by a decrease in  installment  and  consumer  loans of $18.276
million.

The balance of loans  outstanding as of December 31, 2004 by maturities is shown
in the following table:
<TABLE>
                         Maturity of Loans Outstanding
                           (dollars in thousands)
-------------------------------------------------------------------------------------
                                                      December 31, 2004
-------------------------------------------------------------------------------------
                                          1 Year        1-5       Over 5
                                          or Less      Years      Years       Total
-------------------------------------------------------------------------------------
<S>                                      <C>         <C>         <C>         <C>
Commercial, financial and agricultural   $188,762    $ 96,323    $ 29,572    $314,657
Real estate ..........................     71,558     180,591     120,145    $372,294
Installment and consumer .............     23,360      42,799      17,767    $ 83,926
                                         --------------------------------------------
        Total ........................   $283,680    $319,713    $167,484    $770,877
                                         ============================================
Percentage of total loans outstanding      36.80%      41.47%      21.73%     100.00%
                                         ============================================
</TABLE>

                                       22
<PAGE>

As of December 31,  2004,  commercial,  financial  and  agricultural  loans with
maturities  of  greater  than one year were  comprised  of  $43.238  million  in
fixed-rate loans and $82.657 million in floating-rate  loans.  Real estate loans
with  maturities  greater  than one year at December 31, 2004  included  $97.217
million in fixed-rate loans and $203.519 million in floating-rate loans.

Allowance for Loan Losses and Loan Quality

The following table summarizes  changes in the allowance for loan losses by loan
categories for each period and additions to the allowance for loan losses, which
have been charged to operations.
<TABLE>

                                Allowance for Loan Losses
                                 (dollars in thousands)
-----------------------------------------------------------------------------------------------------
                                                2004        2003        2002        2001       2000
-----------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>         <C>         <C>
Allowance for loan losses at
  beginning of year .......................   $ 9,786     $ 9,259     $ 9,259     $ 8,879     $ 8,682
                                              -------------------------------------------------------
Charge-offs during period:
  Commercial, financial and agricultural ..   $  (288)    $  (148)    $  (103)    $(1,165)    $   (99)
  Residential real estate .................       (48)        (42)       (125)        (27)        (34)
  Installment and consumer ................    (1,356)     (1,450)     (1,699)     (1,481)     (1,119)
                                              -------------------------------------------------------
        Total .............................   $(1,692)    $(1,640)    $(1,927)    $(2,673)    $(1,252)
                                              -------------------------------------------------------
Recoveries of loans previously charged off:
  Commercial, financial and agricultural ..   $   214     $   452     $   245     $   179     $   463
  Residential real estate .................        15          46          31          37           9
  Installment and consumer ................       227         199         201         167         173
                                              -------------------------------------------------------
        Total .............................   $   456     $   697     $   477     $   383     $   645
                                              -------------------------------------------------------
        Net charge-offs ...................   $(1,236)    $  (943)    $(1,450)    $(2,290)    $  (607)
Provision for loan losses .................     1,100       1,470       1,450       2,670         804
                                              -------------------------------------------------------
Allowance for loan losses at end of year ..   $ 9,650     $ 9,786     $ 9,259     $ 9,259     $ 8,879
                                              =======================================================
Ratio of net charge-offs to
  average net loans .......................     0.17%       0.15%       0.22%       0.34%       0.10%
                                              =======================================================
</TABLE>

Management  reviews  criteria  such  as the  customer's  historic  loan  payment
performance,  financial  statements,  financial  ratios,  cash flow,  net worth,
collateral and guaranties,  as well as local and national economic  factors,  in
determining  whether loans should be written off as  uncollectible.  The Company
records a loss if it is  probable  that a loss will  occur and the amount can be
reasonably estimated.

The  Company's  risk  of loan  loss  is  dependent  on  many  factors:  economic
conditions,  the  extent  and  values  of  underlying  collateral,   significant
concentrations  of loans within the  portfolio,  the ability and  willingness of
borrowers to perform  according to loan terms and  management's  competence  and
judgment in overseeing lending,  collecting and loan-monitoring  activities. The
risk of loss from commercial,  financial and agricultural loans is significantly
impacted  by  economic  factors  and how these  factors  affect  the  particular
industries involved.

An analysis of the  allowance for loan loss adequacy is performed on a quarterly
basis by the  Company's  credit  administration  department.  This  analysis  is
reported to executive  management  and  discussed at a quarterly  meeting  where
specific allocations for problem credits, charge-offs and monthly provisions for
loan losses are reviewed and revised, as necessary.  The results are reported to
the board of directors.  The analysis  includes  assessment of the allowance for
loan loss adequacy  based on historic loan losses and current  quality grades of
specific  credits  reviewed,  credit  concentrations,   current  delinquent  and
nonperforming  loans,  current economic  conditions,  peer group information and
results of recent audits or  regulatory  examinations.  Charged off  commercial,
financial  and  agricultural  loans in 2001  included two  agricultural  credits
totaling $847,000. The level of charge-offs of installment and consumer loans in
all years reported was reflective of the significant growth of the indirect loan
portfolio in 1999 and 2000.

                                       23
<PAGE>

The  following  table shows the  allocation  of the allowance for loan losses to
each loan category.
<TABLE>
                    Allocation of the Allowance for Loan Losses
                                 (in thousands)
-------------------------------------------------------------------------------------
                                            2004     2003     2002     2001     2000
-------------------------------------------------------------------------------------
<S>                                        <C>      <C>      <C>      <C>      <C>
Allocated:
  Commercial, financial and agricultural   $6,926   $5,973   $5,732   $5,487   $3,426
  Residential real estate ..............      198      153      345      419      855
  Installment and consumer .............    1,605    2,428    1,763    2,000    1,649
                                           ------------------------------------------
        Total allocated allowance ......   $8,729   $8,554   $7,840   $7,906   $5,930
Unallocated allowances .................      921    1,232    1,419    1,353    2,949
                                           ------------------------------------------
        Total ..........................   $9,650   $9,786   $9,259   $9,259   $8,879
                                           ==========================================
</TABLE>

The allocated  portion of the allowance for loan losses increased  $175,000 from
$8.554  million at December 31, 2003 to $8.729  million at December 31, 2004. Of
this increase,  the allowance for commercial,  financial and agricultural  loans
increased $953,000 from $5.973 million at December 31, 2003 to $6.926 million at
December 31, 2004 which was reflective of the increase in commercial,  financial
and  agricultural  loans in 2004 compared to 2003. The allowance for residential
real estate loans  increased  $45,000 from $153,000 to $198,000  during the same
period.  Somewhat offsetting these increases was a decrease in the allowance for
installment  and consumer  loans of $823,000 from $2.428 million at December 31,
2003 to $1.605  million at  December  31,  2004.  This  decrease  was  primarily
attributable  to the  decrease in indirect  consumer  loans in 2004  compared to
2003.  The  portion  of the  allowance  for loan  losses  that  was  unallocated
decreased  by $311,000 to  $921,000 at December  31, 2004 from $1.232  million a
year  earlier.  The  unallocated  amount  is  determined  based on  management's
judgment,   which  considers,  in  addition  to  the  other  factors  previously
discussed, the risk of error in the specific allocation.

Management believes that nonperforming loans, which include nonaccrual loans and
loans past due 90-days or more, and potential problem loans, which include loans
to borrowers with negative earnings trends and questionable collateral coverage,
are appropriately  identified and monitored based on the extensive loan analysis
performed by the credit administration  department, the internal loan committees
and the  board of  directors.  Historically,  there  has not been a  significant
amount of loans charged off which had not been previously  identified as problem
loans by the credit administration department or the loan committees.

The  following  table  presents the aggregate  amount of loans  considered to be
nonperforming  for the periods  indicated.  Nonperforming  loans  include  loans
accounted for on a nonaccrual basis,  accruing loans  contractually  past due 90
days or more as to interest or  principal  payments and loans which are troubled
debt  restructurings as defined in Statement of Financial  Accounting  Standards
No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings."

                               Nonperforming Loans
                                 (in thousands)
--------------------------------------------------------------------------------
                                       2004     2003     2002     2001     2000
--------------------------------------------------------------------------------

Nonaccrual loans1 .................   $1,689   $  399   $1,392   $3,341   $  602
                                      ==========================================
Loans past due 90 days or more ....   $  547   $  621   $  829   $1,774   $  846
                                      ==========================================
Restructured loans2 ...............   $  497   $   18   $   20   $   67   $   88
                                      ==========================================

1    Includes  $509,000,  $269,000,  $628,000,  $3.216  million and  $505,000 at
     December 31, 2004, 2003, 2002, 2001 and 2000, respectively,  of loans which
     management  does not  consider  impaired  as  defined by the  Statement  of
     Financial  Accounting  Standards  No. 114,  "Accounting  by  Creditors  for
     Impairments of a Loan" (SFAS 114).

                           Other Nonperforming Assets
                                 (in thousands)
--------------------------------------------------------------------------------
                                        2004     2003     2002     2001     2000
--------------------------------------------------------------------------------

Other real estate owed ............     $ --     $ --     $ 58     $ --     $  7
                                        ========================================
Nonperforming other assets ........     $ 33     $ 55     $ 94     $153     $192
                                        ========================================

                                       24
<PAGE>

There were no  other  interest  earning  assets  that  would be  required  to be
disclosed as being nonperforming if such other assets were loans.

At December 31, 2004, the Company had approximately  $4.977 million in potential
problem loans, excluding  nonperforming loans. Potential problem loans are those
loans  identified  by  management  as being  worthy of  special  attention,  and
although  currently  performing,  may have some underlying  weaknesses.  None of
these potential  problem loans were considered  impaired as defined in SFAS 114.
The $4.977 million of potential problem loans have either had timely payments or
are  adequately  secured and loss of principal or interest is  determined  to be
unlikely.

Loans over 90 days past due,  which are not well  secured  and in the process of
collection,  are  placed on  nonaccrual  status.  There were  $1.689  million of
nonaccrual loans at December 31, 2004 compared to $399,000 at December 31, 2003.
Included in nonaccrual  loans at December 31, 2004 was $770,000  attributable to
one commercial loan. As of December 31, 2004, a specific valuation  allowance of
$300,000  had  been  assigned  to this  loan,  and  the  remaining  balance  was
considered adequately  collateralized.  Loans past due 90 days or more but still
accruing  interest  decreased  by $74,000 in 2004 to a balance  of  $547,000  at
December 31,  2004,  from  $621,000 at December  31, 2003.  These loans are well
secured and in the process of collection.

The following table  categorizes  nonaccrual loans as of December 31, 2004 based
on levels of performance  and also details the allocation of interest  collected
during  the period in 2004 in which the loans  were on  nonaccrual.  Substantial
performance,  yet  contractually  past due,  includes  borrowers  making sizable
periodic  payments  relative to the required  periodic  payments due. A borrower
that is not making substantial payments but is making periodic payments would be
included in the limited performance category.

<TABLE>
                               Nonaccrual and Related Interest Payments
                                      (in thousands)
----------------------------------------------------------------------------------------------------
                                                                 Cash Interest Payments Applied As:
----------------------------------------------------------------------------------------------------
                                         At December 31, 2004
                                         --------------------               Recovery of    Reduction
                                          Book    Contractual   Interest   Prior Partial      of
                                         Balance    Balance      Income     Charge-offs    Principal
----------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>           <C>        <C>             <C>
Not contractually past due ...........   $  208     $  209       $   21        $    --      $    1
Contractually past due with:
  Substantial performance ............      114        114            5             --          --
  Limited performance ................    1,266      1,288            3             --          --
  No performance .....................      101        103           --             --           2
                                         -----------------------------------------------------------
Total ................................   $1,689     $1,714       $   29        $    --      $    3
                                         ===========================================================
</TABLE>

The difference  between the book balance and the contractual  balance represents
charge-offs made since the loans were funded.

Management  believes that the allowance for loan losses at December 31, 2004 was
adequate  to  absorb  credit  losses in the total  loan  portfolio  and that the
policies and procedures in place to identify  potential  problem loans are being
effectively  implemented.  However, there can be no assurance that the allowance
for loan losses will be adequate to cover all losses.

Premises and Equipment

Total premises and equipment decreased $535,000 in 2004 from 2003. This decrease
was primarily due to  depreciation  expense of $2.544  million and proceeds from
sale of property of $623,000, offset somewhat by purchases of $2.396 million and
a $236,000 gain on disposal of premises and equipment.

Other Assets

Other assets increased $1.973 million in 2004 from 2003. This increase  included
increases in cash value life  insurance and deferred tax assets offset  somewhat
by a decrease in current taxes receivable.

                                       25
<PAGE>

Deposits

The  following  table shows the average  balance and  weighted  average  rate of
deposits at December 31 for the years indicated:
<TABLE>

                      Average Balance and Weighted Average Rate of Deposits
                                   (dollars in thousands)
-------------------------------------------------------------------------------------------------
                                     2004                    2003                   2002
-------------------------------------------------------------------------------------------------
                                         Weighted                Weighted                Weighted
                              Average    Average      Average    Average     Average     Average
                              Balance      Rate       Balance      Rate      Balance       Rate
-------------------------------------------------------------------------------------------------
<S>                          <C>         <C>         <C>         <C>        <C>          <C>
Demand
  Non-interest bearing ....  $100,913       --       $ 89,935       --      $ 93,590        --
  Interest bearing ........    93,315     0.68%        87,351     0.73%       90,916      1.04%
Savings
  Non-interest bearing ....    66,163       --         62,056       --        56,204        --
  Interest bearing ........   345,624     0.99%       284,641     0.91%      261,063      1.41%
Time
  $100,000 and more .......   111,317     2.64%       113,604     3.22%      121,591      3.89%
  Under $100,000 ..........   241,279     2.89%       224,133     3.21%      228,762      4.09%
                             ------------------------------------------------------------------
        Totals ............  $958,611                $861,720               $852,126
                             ==================================================================
</TABLE>

In analyzing  its deposit  activity,  management  has noted that  average  total
deposits  increased  $96.891 million,  or 11.2%,  during 2004.  Included in this
increase were shifts in the average deposit mix in 2004 versus 2003.  There were
increases in average interest  bearing savings  deposits of $60.983 million,  or
21.4%, average non-interest bearing savings deposits of $4.107 million, or 6.6%,
average time deposits under $100,000 of $17.146 million,  or 7.6%,  non-interest
bearing  demand  deposits of $10.978  million,  or 12.2%,  and interest  bearing
demand deposits of $5.964 million,  or 6.8%. Slightly offsetting these increases
was a decrease in average time deposits $100,000 and over of $2.287 million,  or
2.0%.

The table below sets forth the maturity of time  deposits  greater than $100,000
at December 31, 2004:
<TABLE>

                          Maturity of Time Deposits of $100,000 or More
                                       (in thousands)
---------------------------------------------------------------------------------------------------------
                                                                                            Total Time
                                  State of Illinois    Brokered                            Deposits of
Maturity at December 31, 2004:      Time Deposits        CDs           CDs      IRAs     $100,000 or More
---------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>          <C>        <C>        <C>
3 months or less .............        $  3,575        $     --     $ 26,345   $    822      $ 30,742
3 to 6 months ................           3,000           5,000       13,486        384        21,870
6 to 12 months ...............           2,000              --       26,725        995        29,720
Over 12 months ...............           2,175              --       19,638      2,980        24,793
                                  -----------------------------------------------------------------------
        Total ................        $ 10,750        $  5,000     $ 86,194   $  5,181      $107,125
                                  =======================================================================
</TABLE>

Federal Funds Purchased, Repurchase Agreements and Notes Payable

This category  includes federal funds purchased,  which are generally  overnight
transactions, securities sold under repurchase agreements, which mature from one
day to three years from the date of sale and U.S.  Treasury  demand  notes.  The
table in note 7 in the  Notes to  Consolidated  Financial  Statements  shows the
balances of federal funds purchased,  repurchase agreements and notes payable at
December 31, 2004 and 2003, the average balance for the years ended December 31,
2004, 2003 and 2002, and the maximum month-end value during each year.

Fair Values of Financial Instruments

The estimated  fair values of financial  instruments  for which no listed market
exists and the fair values of investment  securities,  which are based on listed
market  quotes at December  31, 2004 and 2003,  are  disclosed in note 16 in the
Notes to Consolidated Financial Statements.

Capital

Total  shareholders'  equity  increased  $2.525 million from $111.450 million at
December  31,  2003 to  $113.975  million at December  31,  2004.  Net income of
$14.778  million  was  offset  somewhat  by cash  dividends  declared  of $8.056
million, a decrease in accumulated other comprehensive income of $2.159 million,
a decrease of $1.956 million as a result of net treasury stock transactions, and
a decrease of $82,000 in stock appreciation rights.

                                       26
<PAGE>

Financial  institutions are required by regulatory  agencies to maintain minimum
levels of capital based on asset size and risk characteristics.  Currently,  the
Company  and the Bank are  required  by their  primary  regulators  to  maintain
adequate capital based on two measurements:  the total assets leverage ratio and
the risk-weighted assets ratio.

Based on  Federal  Reserve  guidelines,  a bank  holding  company  generally  is
required to  maintain a leverage  ratio of 3% plus an  additional  cushion of at
least 100 to 200 basis points. The Company's total assets leverage ratio at both
December 31, 2004 and 2003 was 9.2% and 9.6%,  respectively.  The leverage ratio
for the Bank was disclosed in note 18 in the Notes to the Consolidated Financial
Statements and is well above the regulatory minimum.

The minimum  risk-weighted  assets ratio for bank  holding  companies is 8%. The
Company's  total  risk-weighted  assets ratio at both December 31, 2004 and 2003
was 13.3% and 14.5%,  respectively  -  significantly  higher than the regulatory
minimum.  The Bank's total risk-weighted assets ratio is disclosed in note 18 in
the Notes to the Consolidated  Financial  Statements and is significantly higher
than the regulatory minimum.

Inflation and Changing Prices

Changes  in  interest  rates  and a bank's  ability  to react to  interest  rate
fluctuations have a much greater impact on a bank's balance sheet and net income
than inflation. A review of net interest income,  liquidity and rate sensitivity
should  assist in the  understanding  of how well the Company is  positioned  to
react to changes in interest rates.

Liquidity and Cash Flows

The Company  requires  cash to fund loan growth and  deposit  withdrawals.  Cash
flows  fluctuate  with changes in economic  conditions,  current  interest  rate
trends  and as a result of  management  strategies  and  programs.  The  Company
monitors the demand for cash and  initiates  programs and policies as considered
necessary to meet funding gaps.

The Company was able to adequately  fund loan demand and meet liquidity needs in
2004. A review of the  consolidated  statement of cash flows in the accompanying
financial  statements  shows  that  the  Company's  cash  and  cash  equivalents
decreased  $10.975  million from  December  31, 2003 to December  31, 2004.  The
decrease  in 2004  resulted  from  cash  used in  investing  activities,  offset
somewhat by cash  provided by operating  and  financing  activities.  There were
differences in sources and uses of cash during 2004 compared to 2003.  More cash
was used by investing  activities in 2004 compared to 2003. Funding of new loans
increased in 2004  compared to 2003 as net loans  increased  $96.108  million in
2004 compared to $3.647 million in 2003. The increased use of funds by loans was
slightly  offset by cash provided by net investing  activities in 2004. Cash was
provided in 2004 by net  investing  activities as security  purchases  were less
than  maturities,  calls,  sales,  principal  paydowns,  return of principal and
proceeds from redemption of securities.  In 2003,  investing activities resulted
in a use of  funds  as  purchases  were  more  than  maturities,  calls,  sales,
principal   paydowns,   and  return  of  principal.   Principal   paydowns  from
mortgage-backed  securities were higher in 2004 compared to 2003,  reflective of
the ongoing low interest  rate  environment.  Slightly less cash was provided by
operating  activities  in 2004  compared  to 2003.  More  cash was  provided  by
financing  activities in 2004 compared to 2003.  This was mainly due to a larger
increase in  deposits  in 2004  compared to 2003 and using less cash in 2004 for
treasury stock  transactions  compared to 2003 which  included  funding a tender
offer.  These financing  sources of funds were somewhat offset by a use of funds
in 2004 due to a decrease in federal funds purchased,  repurchase agreements and
notes  payable  compared  to a  source  of  funds  in 2003  when  federal  funds
purchased, repurchase agreements and notes payable increased.

The Company's future short-term cash requirements are expected to continue to be
provided by maturities  and sales of  investments,  sales of loans and deposits.
Cash required to meet longer-term  liquidity  requirements will mostly depend on
future goals and strategies of management, the competitive environment, economic
factors and changes in the needs of customers. The acquisition of Citizens First
Financial  Corporation  ("Citizens") will be funded by issuing Company stock for
half of the outstanding  Citizens  shares and cash for the balance.  The Company
anticipates  borrowing  approximately  $6  million,  to be repaid  over a 3-year
period,  to fund a portion  of the  acquisition  cost of  Citizens.  If  current
sources of liquidity  cannot provide needed cash in the future,  the Company can
obtain  long-term  funds from several  sources,  including,  but not limited to,
utilizing  the  Company's  $10 million line of credit from a third party lender,
FHLB  borrowings  and Brokered  CDs. To meet  short-term  liquidity  needs,  the
Company is able to borrow  funds on a temporary  basis from the Federal  Reserve
Bank, the FHLB and correspondent  banks. With sound capital levels,  the Company
continues to have several options for longer-term cash needs, such as for future
expansion and acquisitions.

                                       27
<PAGE>

Management is not aware of any current  recommendations by the Company's primary
regulators  which if implemented  would have a material  effect on the Company's
liquidity, capital resources or operations.

The following table summarizes significant  obligations and other commitments at
December 31, 2004 (in thousands):
<TABLE>

                                                      Short and Long-Term    Operating
Years Ended December 31,               Time Deposits      Borrowings1          Leases        Total
----------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>                    <C>           <C>
2005                                    $ 240,676         $     93             $ 238       $ 241,007
2006                                       49,792            7,220               212          57,224
2007                                       32,938            2,546               148          35,632
2008                                       15,719           20,023                 5          35,747
2009                                       10,379               --                 2          10,381
Thereafter                                     5                --                --               5
----------------------------------------------------------------------------------------------------
Total                                  $ 349,509          $ 29,882             $ 605       $ 379,996
====================================================================================================
Commitments to extend credit:
Commitments                                                                                $ 239,074
Standby letters of credit                                                                     33,897
----------------------------------------------------------------------------------------------------
<FN>
1    Fixed rate  callable  FHLB  advances  are  included  in the period of their
     modified  duration  rather than in the period in which they are due.  Short
     and  long-term  borrowings  include  fixed rate  callable  advances  of $15
     million maturing in fiscal year 2008.
</FN>
</TABLE>

Interest Rate Sensitivity

The concept of interest  sensitivity attempts to gauge exposure of the Company's
net  interest  income to adverse  changes  in market  driven  interest  rates by
measuring  the  amount  of  interest-sensitive   assets  and  interest-sensitive
liabilities  maturing or subject to  repricing  within a specified  time period.
Liquidity  represents the ability of the Company to meet the day-to-day  demands
of deposit customers balanced by its investments of these deposits.  The Company
must also be prepared to fulfill  the needs of credit  customers  for loans with
various  types of  maturities  and  other  financing  arrangements.  One way the
Company  monitors its interest rate sensitivity and liquidity is through the use
of  static  gap  reports,  which  measure  the  difference  between  assets  and
liabilities maturing or repricing within specified time periods.

The following table shows the Company's  interest rate  sensitivity  position at
various intervals at December 31, 2004:
<TABLE>

                          Rate Sensitivity of Earning Assets and Interest Bearing Liabilities
                                                  (in thousands)
----------------------------------------------------------------------------------------------------------------------------------
                                                        1 - 30       31 - 90     91 - 180      181 - 365      Over
                                                         Days          Days         Days         Days        1 Year       Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>          <C>           <C>          <C>          <C>
Interest earning assets:
  Federal funds sold and interest bearing deposits   $   31,795    $       --   $       --    $       --   $       --   $   31,795
  Debt and equity securities1 ....................       16,587        27,958       27,067        49,320      237,794      358,726
  Loans2 .........................................      319,218        36,615       33,625        64,226      318,198      771,882
                                                     -----------------------------------------------------------------------------
        Total interest earning assets ............   $  367,600    $   64,573   $   60,692    $  113,546   $  555,992   $1,162,403
                                                     -----------------------------------------------------------------------------
Interest bearing liabilities:
  Savings and interest bearing demand deposits ...   $   82,168    $    1,470   $    2,205    $    4,409   $  167,572   $  257,824
  Money market savings deposits ..................      194,336            --           --            --           --      194,336
  Time deposits ..................................       37,889        44,223       57,554       101,010      108,833      349,509
  Federal funds purchased, repurchase agreements
    and notes payable ............................       87,423         1,009        1,104         7,364           --       96,900
  FHLB Advances and other borrowings .............        7,268        10,092           --            --       12,522       29,882
                                                     -----------------------------------------------------------------------------
        Total interest bearing liabilities .......   $  409,084    $   56,794   $   60,863    $  112,783   $  288,927   $  928,451
                                                     =============================================================================
Net asset (liability) funding gap ................   $  (41,484)   $    7,779   $     (171)   $      763   $  267,065   $  233,952
                                                     -----------------------------------------------------------------------------
Repricing gap ....................................         0.90          1.14         1.00          1.01         1.92         1.25
Cumulative repricing gap .........................         0.90          0.93         0.94          0.95         1.25         1.25
                                                     =============================================================================
<FN>
1    Debt and equity securities include securities available-for-sale.

2    Loans include mortgage loans held-for-sale.
</FN>
</TABLE>
                                       28
<PAGE>

Included  in the 1-30 day  category  of  savings  and  interest  bearing  demand
deposits is non-core  deposits plus a percentage,  based upon  industry-accepted
assumptions,  of the core  deposits.  "Core  deposits"  are the  lowest  average
balance  of the prior  twelve  months for each  product  type  included  in this
category. "Non-core deposits" are the difference between the current balance and
core   deposits.   The  time   frames   include   a   percentage,   based   upon
industry-accepted assumptions, of the core deposits as follows:
<TABLE>

                                      1-30 Days   31-90 Days   91-180 Days   181-365 Days   Over 1 Year
-------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>          <C>           <C>            <C>
Savings and interest bearing
  demand deposits ...............       0.45%        0.85%        1.25%         2.45%         95.00%
</TABLE>

At December 31, 2004, the Company tended to be slightly liability  sensitive due
to the levels of savings and interest  bearing demand  deposits,  time deposits,
federal funds purchased,  repurchase  agreements and notes payable. As such, the
effect of a decrease in the prime rate of 100 basis  points  would  increase net
interest  income by  approximately  $415,000 in 30 days and  $337,000 in 90 days
assuming no  management  intervention.  A rise in interest  rates would have the
opposite  effect  for the  same  periods.  The  Company's  Asset  and  Liability
Management  Policy states that the  cumulative  ratio of  rate-sensitive  assets
("RSA") to rate-sensitive liabilities "(RSL") for the 12-month period shall fall
within the range of 0.75-1.25.  As of December 31, 2004,  the Company's  RSA/RSL
was 0.95, which was within the established guidelines.

In addition to managing  interest  sensitivity and liquidity  through the use of
gap reports,  the Company has provided for emergency  liquidity  situations with
informal agreements with correspondent banks, which permit the Company to borrow
federal  funds on an unsecured  basis.  The Company has a $10 million  unsecured
line of credit with a correspondent bank.  Additionally,  the Company can borrow
approximately  $55.278  million  from the  Federal  Home  Loan Bank on a secured
basis.

The Company uses financial  forecasting/budgeting/reporting software packages to
perform  interest  rate  sensitivity  analysis for all product  categories.  The
Company's  primary  focus of its  analysis  is on the  effect of  interest  rate
increases and decreases on net interest  income.  Management  believes that this
analysis  reflects the  potential  effects on current  earnings of interest rate
changes.  Call criteria and prepayment  assumptions are taken into consideration
for investments in debt and equity  securities.  All of the Company's  financial
instruments  are analyzed by a software  database,  which  includes  each of the
different  product  categories,  which  are  tied to key  rates  such as  prime,
Treasury  Bills,  or the federal funds rate.  The  relationships  of each of the
different  products to the key rate that the product is tied to is proportional.
The software reprices the products based on current offering rates. The software
performs interest rate sensitivity analysis by performing rate shocks of plus or
minus 200 basis points in 100 basis point increments.

The following  table shows  projected  results at December 31, 2004 and December
31,  2003 of the  impact on net  interest  income  from an  immediate  change in
interest  rates.  The results are shown as a  percentage  change in net interest
income over the next twelve months.

                                              +200     +100     -100      -200
--------------------------------------------------------------------------------

December 31, 2004 .............               10.3%    5.1%    (5.1%)    (10.3%)
December 31, 2003 .............               11.7%    5.9%    (5.9%)    (11.7%)

The foregoing computations are based on numerous assumptions, including relative
levels of market  interest  rates,  prepayments  and deposit  mix.  The computed
estimates  should not be relied upon as a projection of actual results.  Despite
the  limitations  on  preciseness  inherent  in these  computations,  management
believes that the information provided is reasonably indicative of the effect of
changes in interest  rate levels on the net  earning  capacity of the  Company's
current  mix of  interest  earning  assets  and  interest  bearing  liabilities.
Management  continues to use the results of these  computations,  along with the
results of its computer model projections, in order to maximize current earnings
while  positioning  the Company to minimize  the effect of a prolonged  shift in
interest rates that would adversely affect future results of operations.

At the present time, the most  significant  market risk affecting the Company is
interest rate risk.  Other market risks such as foreign  currency  exchange risk
and commodity price risk do not occur in the normal business of the Company. The
Company also is not currently using trading activities or derivative instruments
to control interest rate risk.

                                       29
<PAGE>

Emerging Accounting Standards

In December  2003,  the  American  Institute  of  Certified  Public  Accountants
released  Statement  of Position  03-3,  Accounting  for  Certain  Loans or Debt
Securities Acquired in a Transfer (SOP 03-3). SOP 03-3 addresses  accounting for
differences  between  contractual  cash  flows  and cash  flows  expected  to be
collected  from an investor's  initial  investment  in loans or debt  securities
acquired in a transfer if those  differences are attributable to credit quality.
SOP 03-3 is  effective  for loans  acquired  in  fiscal  years  beginning  after
December 15,  2004.  The adoption of SOP 03-3 is not expected to have a material
impact on the Company's financial statements.

In March 2004, the Financial Accounting Standards Board (FASB) released Emerging
Issues Task Force (EITF) 03-1,  The Meaning of  Other-Than-Temporary  Impairment
and Its Application to Certain  Investments  (EITF 03-1). The EITF 03-1 provides
guidance  for  determining  when an  investment  is  impaired  and  whether  the
impairment  is other than  temporary  as well as guidance  for  quantifying  the
impairment.

On September 30, 2004, the Financial  Accounting Standards Board ("FASB") issued
FASB Staff  Position  ("FSP")  Emerging  Issues Task Force ("EITF") Issue 03-1-1
delaying the effective  date of paragraphs  10-20 of EITF 03-1,  "The Meaning of
Other-Than-Temporary  Impairment and Its  Applications to Certain  Investments",
which provides  guidance for determining the meaning of  "other-than-temporarily
impaired" and its application to certain debt and equity  securities  within the
scope of SFAS No. 115,  "Accounting  for Certain  Investments in Debt and Equity
Securities",  and investments  accounted for under the cost method. The guidance
requires that investments which have declined in value due to credit concerns or
solely   due   to   changes   in   interest    rates   must   be   recorded   as
other-than-temporarily  impaired  unless the Company can assert and  demonstrate
its intention to hold the security for a period of time  sufficient to allow for
a recovery of fair value up to or beyond the cost of the investment  which might
mean  maturity.  The delay of the effective date of EITF 03-1 will be superceded
concurrent  with the final  issuance of proposed FSP Issue 03-1-a.  Proposed FSP
03-1-a is  intended  to  provide  implementation  guidance  with  respect to all
securities  analyzed  for  impairment  under  paragraphs  10-20  of  EITF  03-1.
Management  continues to closely monitor and evaluate how the provisions of EITF
03-1 and proposed FSP Issue 03-1-a will affect the Company.

In March 2004, the Securities and Exchange  Commission released Staff Accounting
Bulletin No. 105, Application of Accounting  Principles to Loan Commitments (SAB
105).  SAB 105  provides  general  guidance  that must be applied when an entity
determines  the fair value of a loan  commitment  accounted for as a derivative.
SAB 105 is effective for commitments to originate  mortgage loans to be held for
sale that are entered into after March 31, 2004. The adoption of SAB 105 did not
have a material impact on the Company's financial statements.

In December 2004, the Financial  Accounting  Standards Board ("FASB")  published
FASB Statement No. 123 (revised  2004),  "Share-Based  Payment" ("FAS 123(R)" or
the  "Statement").  FAS 123(R) requires that the  compensation  cost relating to
share-based payment transactions, including grants of employee stock options, be
recognized in the financial statements.  That cost will be measured based on the
fair value of the equity or liability  instruments  issued.  FAS 123(R)  permits
entities to use any option-pricing  model that meets the fair value objective in
the  Statement.  Modifications  of  share-based  payments  will  be  treated  as
replacement  awards  with  the cost of the  incremental  value  recorded  in the
financial statements.

The  Statement is effective at the beginning of the third quarter of 2005. As of
the  effective  date,  the  Company  will apply the  Statement  using a modified
version of prospective application.  Under that transition method,  compensation
cost is recognized for (1) all awards granted after the required  effective date
and to awards modified,  cancelled , or repurchased  after that date and (2) the
portion  of prior  awards  for  which  the  requisite  service  has not yet been
rendered,  based on the grant-date fair value of those awards calculated for pro
forma disclosures under SFAS 123.

The impact of this  Statement on the Company in 2005 and beyond will depend upon
various  factors,  among them our future  compensation  strategy.  The pro forma
compensation  costs presented in Note 1 in the Notes to  Consolidated  Financial
Statements  and in prior  filings for the Company have been  calculated  using a
Black-Scholes  option  pricing  model and may not be indicative of amounts which
should be expected in future periods.

                                       30
<PAGE>

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This document (including  information  incorporated by reference) contains,  and
future  oral and  written  statements  of the  Company  and its  management  may
contain,  forward-looking  statements,  within  the  meaning of such term in the
Private Securities  Litigation Reform Act of 1995, with respect to the financial
condition,  results of operations,  plans,  objectives,  future  performance and
business of the  Company.  Forward-looking  statements,  which may be based upon
beliefs,  expectations  and  assumptions  of  the  Company's  management  and on
information currently available to management, are generally identifiable by the
use of  words  such as  "believe",  "expect",  "anticipate",  "plan",  "intend",
"estimate",   "may",  "will",  "would",  "could",  "should",  or  other  similar
expressions.   Additionally,   all  statements  in  this   document,   including
forward-looking  statements,  speak  only as of the date they are made,  and the
Company  undertakes  no  obligation  to  update  any  statement  in light of new
information or future events.

The Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain.  Factors which could have a material adverse
effect  on  the  operations  and  future   prospects  of  the  Company  and  its
subsidiaries include, but are not limited to, the following:

o    The  strength of the United  States  economy in general and the strength of
     the local economies in which the Company  conducts its operations which may
     be less  favorable  then expected and may result in, among other things,  a
     deterioration in the credit quality and value of the Company's assets.

o    The economic impact of past and any future terrorist  attacks,  acts of war
     and threats  thereof,  and the  response  of the United  States to any such
     threats and attacks.

o    The effects of, and changes in, federal,  state and local laws, regulations
     and policies  affecting  banking,  securities,  insurance  and monetary and
     financial matters.

o    The effects of changes in interest rates  (including the effects of changes
     in the rate of prepayments of the Company's assets) and the policies of the
     Board of Governors of the Federal Reserve System.

o    The ability of the Company to compete with other financial  institutions as
     effectively  as  the  Company   currently   intends  due  to  increases  in
     competitive pressures in the financial services sector.

o    The inability of the Company to obtain new customers and to retain existing
     customers.

o    The timely  development and acceptance of products and services,  including
     products and services offered through alternative delivery channels such as
     the Internet.

o    Technological  changes  implemented  by the Company  and by other  parties,
     including  third  party  vendors,  which  may be  more  difficult  or  more
     expensive than anticipated or which may have unforeseen consequences to the
     Company and its customers.

o    The  ability of the  Company to develop and  maintain  secure and  reliable
     electronic systems.

o    The ability of the Company to retain key  executives  and employees and the
     difficulty  that the Company may experience in replacing key executives and
     employees in an effective manner.

o    Consumer  spending  and saving  habits  which may  change in a manner  that
     affects the Company's business adversely.

o    Business  combinations and the integration of acquired businesses which may
     be more difficult or expensive than expected.

o    The costs, effects and outcomes of existing or future litigation.

o    Changes in accounting  policies and  practices,  as may be adopted by state
     and federal regulatory  agencies,  the Financial Accounting Standards Board
     or the Public Company Accounting Oversight Board.

o    The  ability  of the  Company  to  manage  the  risks  associated  with the
     foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking
statements  and  undue  reliance  should  not  be  placed  on  such  statements.
Additional information concerning the Company and its business,  including other
factors  that  could  materially  affect the  Company's  financial  results,  is
included in the Company's filings with the Securities and Exchange Commission.

                                       31
<PAGE>

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

See the "Interest Rate  Sensitivity"  section  contained in Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Item 8. Financial Statements and Supplementary Data

The financial statements begin on page 33.

                                       32
<PAGE>





                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                        December 31, 2004, 2003 and 2002


                                       33
<PAGE>


                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES




                                TABLE OF CONTENTS





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                       35


CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets                                                   36

Consolidated Statements of Income                                             37

Consolidated Statements of Changes in Shareholders' Equity                    38

Consolidated Statements of Cash Flows                                         39

Notes to Consolidated Financial Statements                                 40-61



                                       34
<PAGE>



             Report of Independent Registered Public Accounting Firm



The Board of Directors
Main Street Trust, Inc.
Champaign, Illinois


We have  audited the  accompanying  consolidated  balance  sheets of Main Street
Trust,  Inc. and  subsidiaries as of December 31, 2004 and 2003, and the related
consolidated  statements of income,  changes in shareholders'  equity,  and cash
flows for each of the three years in the period ended  December 31, 2004.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of Main
Street Trust,  Inc. and  subsidiaries  as of December 31, 2004 and 2003, and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, in conformity  with  accounting  principles
generally accepted in the United States of America.

We also have audited,  in  accordance  with  standards of the Public  Accounting
Oversight Board (United States),  the  effectiveness of Main Street Trust,  Inc.
and subsidiaries'  internal control over financial  reporting as of December 31,
2004 based on  criteria  established  in Internal  Control-Integrated  Framework
issued by the Committee of Sponsoring  Organizations of the Treadway  Commission
(COSO) and our report dated February 11, 2005 expressed an unqualified opinion.


/s/ McGladrey & Pullen


Champaign, Illinois
February 11, 2005


                                       35
<PAGE>

                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 2004 and 2003
                        (in thousands, except share data)
<TABLE>
                                                                       2004          2003
---------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>
Assets
Cash and due from banks ........................................   $    33,133    $    45,899
Federal funds sold and interest bearing deposits ...............        31,795         30,004
                                                                   --------------------------
        Cash and cash equivalents ..............................        64,928         75,903
                                                                   --------------------------
Investments in debt and equity securities:
  Available-for-sale, at fair value ............................       269,580        265,914
  Held-to-maturity, at cost (fair value of $81,099 and $96,628
    at December 31, 2004 and 2003, respectively) ...............        81,164         97,056
  Non-marketable equity securities .............................         7,982          7,756
                                                                   --------------------------
        Total investments in debt and equity securities ........       358,726        370,726
                                                                   --------------------------
Loans, net of allowance for loan losses of $9,650 and $9,786
  at December 31, 2004 and 2003, respectively ..................       761,227        666,259
Mortgage loans held for sale ...................................         1,005            632
Premises and equipment .........................................        17,087         17,622
Accrued interest receivable ....................................         6,570          6,430
Other assets ...................................................        18,575         16,602
                                                                   --------------------------
        Total assets ...........................................   $ 1,228,118    $ 1,154,174
                                                                   ==========================

Liabilities and Shareholders' Equity
Liabilities:
  Deposits:
    Non-interest bearing .......................................   $   172,908    $   162,175
    Interest bearing ...........................................       801,669        736,297
                                                                   --------------------------
        Total deposits .........................................       974,577        898,472

Federal funds purchased, repurchase agreements and notes payable        96,900        102,998
Federal Home Loan Bank advances and other borrowings ...........        29,882         29,980
Accrued interest payable .......................................         2,601          1,669
Other liabilities ..............................................        10,183          9,605
                                                                   --------------------------
        Total liabilities ......................................     1,114,143      1,042,724
                                                                   --------------------------

Commitments and Contingencies (Note 16 and 17)

Shareholders' equity:
  Preferred stock, no par value;  2,000,000 shares authorized ..            --             --
  Common stock, $0.01 par value; 15,000,000 shares authorized;
    11,219,319 shares issued ...................................           112            112
  Paid in capital ..............................................        55,189         55,271
  Retained earnings ............................................       108,071        101,521
  Accumulated other comprehensive income (loss) ................          (218)         1,941
                                                                   --------------------------
                                                                       163,154        158,845
Less:  treasury stock, at cost, 1,770,329 and 1,718,950 shares
  at December 31, 2004 and  2003, respectively .................       (49,179)       (47,395)
                                                                   --------------------------
        Total shareholders' equity .............................       113,975        111,450
                                                                   --------------------------
        Total liabilities and shareholders' equity .............   $ 1,228,118    $ 1,154,174
                                                                   ==========================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       36
<PAGE>

                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years Ended December 31, 2004, 2003 and 2002
                (in thousands, except share and per share data)

<TABLE>
                                                                         2004           2003           2002
----------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>             <C>
Interest income:
  Loans and fees on loans ........................................   $     41,568   $     41,467    $     48,080
  Investments in debt and equity securities
    Taxable ......................................................         10,793         11,502          12,471
    Tax-exempt ...................................................          1,844          2,270           2,375
  Federal funds sold and interest bearing deposits ...............            600            447             437
                                                                     -------------------------------------------
        Total interest income ....................................         54,805         55,686          63,363

Interest expense:
  Deposits .......................................................         13,972         14,070          18,714
  Federal funds purchased, repurchase agreements and notes payable          1,271          1,094           1,169
  Federal Home Loan Bank advances and other borrowings ...........          1,609          1,559           1,834
                                                                     -------------------------------------------
        Total interest expense ...................................         16,852         16,723          21,717
                                                                     -------------------------------------------

        Net interest income ......................................         37,953         38,963          41,646
Provision for loan losses ........................................          1,100          1,470           1,450
                                                                     -------------------------------------------
        Net interest income after provision for loan losses ......         36,853         37,493          40,196

Non-interest income:
  Remittance processing ..........................................          7,201          7,211           7,277
  Trust and brokerage fees .......................................          6,492          5,783           5,929
  Service charges on deposit accounts ............................          2,419          2,545           2,373
  Securities transactions, net ...................................            133            (12)            211
  Gain on sales of mortgage loans, net ...........................            997          2,536           1,368
  Other ..........................................................          2,605          2,231           1,708
                                                                     -------------------------------------------
        Total non-interest income ................................         19,847         20,294          18,866

Non-interest expense:
  Salaries and employee benefits .................................         18,889         18,245          18,721
  Occupancy ......................................................          2,669          2,489           2,376
  Equipment ......................................................          2,512          2,389           2,779
  Data processing ................................................          2,283          2,108           2,300
  Office supplies ................................................          1,247          1,266           1,261
  Service charges from correspondent banks .......................            781            931             932
  Other ..........................................................          5,498          4,913           4,792
                                                                     -------------------------------------------
        Total non-interest expense ...............................         33,879         32,341          33,161

        Income before income taxes ...............................         22,821         25,446          25,901
Income taxes .....................................................          8,043          8,841           8,520
                                                                     -------------------------------------------
        Net income ...............................................   $     14,778   $     16,605    $     17,381
                                                                     ===========================================

Per share data:
  Basic earnings per share .......................................   $       1.56   $       1.62    $       1.61
  Weighted average shares of common stock outstanding ............      9,481,034     10,242,929      10,792,092

  Diluted earnings per share .....................................   $       1.54   $       1.60    $       1.60
  Weighted average shares of common stock and dilutive potential
    common shares outstanding ....................................      9,594,148     10,359,836      10,878,823

  Dividends declared per share ...................................   $       0.85   $       0.76    $       0.54
</TABLE>

See accompanying notes to consolidated financial statements.

                                       37
<PAGE>

                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

           Consolidated Statements of Changes in Shareholders' Equity

                  Years Ended December 31, 2004, 2003 and 2002
                (in thousands, except share and per share data)
<TABLE>
                                                                                 Accumulated
                                                                                   Other
                                                                                Comprehensive
                                       Common Stock        Paid-in    Retained     Income        Treasury Stock
                                     Shares      Amount    Capital    Earnings     (Loss)      Shares     Amount     Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>        <C>        <C>       <C>            <C>       <C>         <C>
Balance, December 31, 2001 .....   11,111,281   $   111    $54,147    $ 83,810    $  2,750     267,783   $ (4,825)   $135,993
Comprehensive Income:
  Net income ...................           --        --         --      17,381          --          --        --       17,381
  Net change in unrealized
    gain (loss) on securities
    available-for-sale, net of
    taxes of $1,159 ............           --        --         --          --       1,153          --        --        1,153
  Reclassification adjustment,
    net of tax of ($84) ........           --        --         --          --        (127)         --        --         (127)
                                                                                                                     --------
        Comprehensive income ...                                                                                       18,407
                                                                                                                     --------
Stock appreciation rights ......           --        --        (31)         --          --          --        --          (31)
Cash dividends ($0.54 per share)           --        --         --      (5,752)         --          --        --       (5,752)
Issuance of new shares of common
  stock ........................      108,038         1      1,221          --          --          --        --        1,222
Treasury stock transactions, net           --        --         --      (2,586)         --     487,264   (12,783)     (15,369)
                                   ------------------------------------------------------------------------------------------
Balance, December 31, 2002 .....   11,219,319       112     55,337      92,853       3,776     755,047   (17,608)     134,470
Comprehensive Income:
  Net income ...................           --        --         --      16,605          --          --        --       16,605
  Net change in unrealized
    gain (loss) on securities
    available-for-sale, net of
    taxes of ($1,228) ..........           --        --         --          --      (1,842)         --        --       (1,842)
  Reclassification adjustment,
    net of tax of $5 ...........           --        --         --          --           7          --        --            7
                                                                                                                    ---------
        Comprehensive income ...                                                                                       14,770
                                                                                                                    ---------
Stock appreciation rights ......           --        --        (66)         --          --          --        --          (66)
Cash dividends ($0.76 per share)           --        --         --      (7,567)         --          --        --       (7,567)
Treasury stock transactions, net           --        --         --        (370)         --     963,903   (29,787)     (30,157)
                                   ------------------------------------------------------------------------------------------
Balance, December 31, 2003 .....   11,219,319       112     55,271     101,521       1,941   1,718,950   (47,395)     111,450
Comprehensive Income:
  Net income ...................           --        --         --      14,778          --          --        --       14,778
  Net change in unrealized
    gain (loss) on securities
    available-for-sale, net of
    taxes of ($1,386) ..........           --        --         --          --      (2,079)         --        --       (2,079)
  Reclassification adjustment,
    net of tax of ($53) ........           --        --         --          --         (80)         --        --          (80)
                                                                                                                    ---------
        Comprehensive income ...                                                                                       12,619
                                                                                                                    ---------
Stock appreciation rights ......           --        --        (82)         --          --          --        --          (82)
Cash dividends ($0.85 per share)           --        --         --      (8,056)         --          --        --       (8,056)
Treasury stock transactions, net           --        --         --        (172)         --      51,379    (1,784)      (1,956)
                                   ------------------------------------------------------------------------------------------
Balance, December 31, 2004 .....   11,219,319   $   112    $55,189    $ 108,071   $   (218)  1,770,329  $(49,179)   $ 113,975
                                   ==========================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       38
<PAGE>

                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                  Years Ended December 31, 2004, 2003 and 2002
                                 (in thousands)
<TABLE>
                                                                            2004          2003        2002
                                                                          -----------------------------------
<S>                                                                       <C>          <C>          <C>
Cash flows from operating activities:
  Net income ..........................................................   $  14,778    $  16,605    $  17,381
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization .....................................       2,544        2,453        2,647
    Amortization of bond premiums, net of accretion ...................       2,386        2,249        1,188
    Provision for loan losses .........................................       1,100        1,470        1,450
    Deferred income taxes .............................................         208         (637)      (1,016)
    Securities transactions, net ......................................        (133)          12         (211)
    Federal Home Loan Bank stock dividend .............................        (250)        (296)        (187)
    Undistributed earnings from non-marketable equity securities ......        (304)        (172)          --
    Gain on sales of mortgage loans, net ..............................        (997)      (2,536)      (1,368)
    (Gain) loss on disposal of premises and equipment .................        (236)          (2)           3
    Proceeds from sales of mortgage loans originated for sale .........      76,864      209,192      138,898
    Mortgage loans originated for sale ................................     (76,240)    (204,316)    (131,727)
    Other, net ........................................................         503       (3,281)       1,309
                                                                          -----------------------------------
        Net cash provided by operating activities .....................      20,223       20,741       28,367
                                                                          -----------------------------------

Cash flows from investing activities:
  Net (increase) decrease in loans ....................................     (96,108)      (3,647)       7,172
  Proceeds from maturities and calls of investments in debt securities:
  Held-to-maturity ....................................................      20,793       15,217        2,956
  Available-for-sale ..................................................     192,975      163,034      116,835
  Proceeds from sales of investments in debt and equity securities:
  Available-for-sale ..................................................       3,223       11,085       44,732
  Purchases of investments in debt and equity securities:
  Held-to-maturity ....................................................     (49,029)     (63,526)     (25,158)
  Available-for-sale ..................................................    (219,215)    (222,498)    (150,268)
  Non-marketable equity securities ....................................        (425)        (830)      (1,970)
  Principal paydowns from mortgage-backed securities:
  Held-to-maturity ....................................................      42,967       18,923       17,272
  Available-for-sale ..................................................      14,660       18,738       16,012
  Return of principal on non-marketable equity securities .............         522          490          106
  Proceeds from redemption of non-marketable equity securities ........         231           --           --
  Purchases of premises and equipment .................................      (2,396)      (1,749)      (1,811)
  Proceeds from disposal of premises and equipment ....................         623           25           71
                                                                          -----------------------------------
        Net cash (used in) provided by investing activities ...........     (91,179)     (64,738)      25,949
                                                                          -----------------------------------

Cash flows from financing activities:
  Net increase (decrease) in deposits .................................      76,105       29,886      (15,523)
  Net (decrease) increase in federal funds purchased,
    repurchase agreements, and notes payable ..........................      (6,098)      22,347       (4,556)
  Advances from Federal Home Loan Bank advances and other borrowings ..          --        2,268       13,000
  Payments on Federal Home Loan Bank advances and other borrowings ....         (98)         (94)     (20,089)
  Cash dividends paid .................................................      (7,972)      (7,142)      (5,634)
  Issuance of new shares of common stock, net .........................          --           --        1,222
  Treasury stock transactions, net ....................................      (1,956)     (30,111)     (15,369)
                                                                          -----------------------------------
        Net cash provided by (used in) financing activities ...........      59,981       17,154      (46,949)
                                                                          -----------------------------------
        Net (decrease) increase in cash and cash equivalents ..........     (10,975)     (26,843)       7,367
Cash and cash equivalents at beginning of year ........................      75,903      102,746       95,379
                                                                          -----------------------------------
Cash and cash equivalents at end of period ............................   $  64,928    $  75,903    $ 102,746
                                                                          ===================================

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest ..........................................................   $  15,920    $  17,306    $  22,855
    Income taxes ......................................................       6,780        8,937        9,061
  Real estate acquired through or in lieu of foreclosure ..............          40           60          297
  Dividends declared not paid .........................................       2,079        1,995        1,570
</TABLE>

See accompanying notes to consolidated financial statements.

                                       39
<PAGE>

                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1.   Summary of Significant Accounting Policies

(a)  Nature of Operations

     Through Main Street Bank & Trust (the "Bank"), Main Street Trust, Inc. (the
     "Company")  provides a full range of banking  services  to  individual  and
     corporate   customers  located  within  Champaign,   Decatur,   Peoria  and
     Shelbyville,  Illinois, and the surrounding  communities.  In addition, the
     Company provides retail payment processing services through FirsTech,  Inc.
     The   subsidiaries   are  subject  to  competition   from  other  financial
     institutions and nonfinancial institutions providing financial products and
     similar payment processing services.  Additionally,  the Company is subject
     to the  regulations  of certain  regulatory  agencies and undergo  periodic
     examinations by those regulatory agencies.

(b)  Use of Estimates

     The consolidated  financial statements of the company have been prepared in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America and conform to predominant  practices  within the banking
     industry.  The  preparation  of the  consolidated  financial  statements in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America  requires  management to make estimates and  assumptions,
     including  the  determination  of the  allowance  for loan  losses  and the
     valuation of real estate  acquired in  connection  with  foreclosure  or in
     satisfaction  of loans,  that  affect  the  reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  consolidated  financial  statements  and the  reported  amounts  of
     revenues and expenses  during the reporting  period.  Actual  results could
     differ from those estimates.

(c)  Principles of Consolidation

     The consolidated  financial  statements include the accounts of Main Street
     Trust, Inc. and its wholly owned subsidiaries,  Main Street Bank and Trust,
     and FirsTech,  Inc., a retail payment processing  company.  On November 10,
     2004,   the  Company  merged  The  First  National  Bank  of  Decatur  into
     BankIllinois  and renamed the bank Main Street Bank & Trust.  During  2002,
     First Trust Bank of Shelbyville,  previously a bank subsidiary,  was merged
     into BankIllinois.  Significant intercompany accounts and transactions have
     been eliminated in consolidation.

     Property  held in fiduciary or agency  capacities  for its customers is not
     included in the accompanying  consolidated balance sheets, since such items
     are not assets of the Company.

(d)  Segment Information

     The  Company  currently  operates  in two  industry  segments.  The primary
     business involves providing banking services to central Illinois.  The Bank
     offers a full  range of  financial  services  to  business  and  individual
     customers.  These services  include  demand,  savings,  time and individual
     retirement accounts;  commercial,  consumer (including automobile loans and
     personal  lines of credit),  agricultural,  and real estate  lending;  safe
     deposit and night depository services; farm management;  full service trust
     departments  that  offer  a wide  range  of  services  such  as  investment
     management,  acting as trustee, serving as guardian,  executor or agent and
     miscellaneous  consulting;  discount  brokerage  services and  purchases of
     installment  obligations from retailers,  primarily without  recourse.  The
     other  industry  segment  involves  retail  payment  processing.   FirsTech
     provides  the  following  services to  electric,  water and gas  utilities,
     telecommunication   companies,   cable   television  firms  and  charitable
     organizations:  retail lockbox  processing of payments delivered by mail on
     behalf of the biller;  processing of payments delivered by customers to pay
     agents such as grocery stores,  convenience stores and currency  exchanges;
     and  concentration  of payments  delivered by the Automated  Clearing House
     network,  money  management  software such as Quicken and through  networks
     such as Visa e-Pay and MasterCard RPS.

     Company  information is provided for informational  purposes only, since it
     is not  considered a separate  segment for  reporting  purposes.  Effective
     January 1, 2003, certain  administrative,  audit,  compliance,  accounting,
     finance, property management, human resources, courier, information systems
     and other support services  previously included in the budgets of the Banks
     were moved to the Company. During this process,  approximately 80 full time
     equivalent  employees  were  moved from the Banks to the  Company.  The net
     expenses of these functions are allocated to the subsidiaries by charging a
     monthly management fee.

                                       40
<PAGE>

     The  following  is a summary  of  selected  data for the  various  business
     segments as of and for the year ending December 31:

<TABLE>
                                       Banking     Remittance
                                       Services     Services      Company    Eliminations     Total
------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>          <C>            <C>
2004
  Total interest income ...........   $   54,383   $       23   $      497    $      (98)   $   54,805
  Total interest expense ..........       16,876           --           74           (98)       16,852
  Provision for loan losses .......        1,100           --           --            --         1,100
  Total non-interest income .......       12,779        7,283        4,697        (4,912)       19,847
  Total non-interest expense ......       27,120        5,012        6,659        (4,912)       33,879
  Income before income tax ........       22,066        2,294       (1,539)           --        22,821
  Income tax expense ..............        7,709          963         (629)           --         8,043
  Net income ......................       14,357        1,331         (910)           --        14,778
  Total assets ....................    1,209,207        3,936      121,348      (106,373)    1,228,118
  Depreciation and amortization ...        1,535          623          386            --         2,544

2003
  Total interest income ...........   $   55,288   $       46   $      466    $     (114)   $   55,686
  Total interest expense ..........       16,816           --           21          (114)       16,723
  Provision for loan losses .......        1,470           --           --            --         1,470
  Total non-interest income .......       13,314        7,294        4,653        (4,967)       20,294
  Total non-interest expense ......       26,486        5,014        5,808        (4,967)       32,341
  Income before income tax ........       23,830        2,326         (710)           --        25,446
  Income tax expense ..............        8,185          942         (286)           --         8,841
  Net income ......................       15,645        1,384         (424)           --        16,605
  Total assets ....................    1,136,418        3,740      118,241      (104,225)    1,154,174
  Depreciation and amortization ...        1,542          429          482            --         2,453

2002
  Total interest income ...........   $   63,207   $       88   $      210    $     (142)   $   63,363
  Total interest expense ..........       21,843           --           16          (142)       21,717
  Provision for loan losses .......        1,450           --           --            --         1,450
  Total non-interest income .......       12,259        7,396          (60)         (729)       18,866
  Total non-interest expense ......       27,298        5,051        1,541          (729)       33,161
  Income before income tax ........       24,875        2,433       (1,407)           --        25,901
  Income tax expense ..............        8,110          974         (564)           --         8,520
  Net income ......................       16,765        1,459         (843)           --        17,381
  Total assets ....................    1,110,691        6,774      137,243      (131,980)    1,122,728
  Depreciation and amortization ...        2,105          512           30            --         2,647
</TABLE>

(e)  Comprehensive Income

     Accounting principles generally require that recognized revenue,  expenses,
     gains,  and losses be included in net income.  Although  certain changes in
     assets  and   liabilities,   such  as   unrealized   gains  and  losses  on
     available-for-sale  securities, are reported as a separate component of the
     equity section of the balance sheet, such items, along with net income, are
     components of comprehensive income.

(f)  Investments in Debt and Equity Securities

     Debt securities  classified as held-to-maturity  are those securities which
     the  Company  has the  ability  and  intent to hold until  maturity.  These
     securities  are carried at amortized  cost,  in which the  amortization  of
     premiums and accretion of discounts, which are recognized as adjustments to
     interest income,  are recorded using methods which approximate the interest
     method.  These  methods  consider the timing and amount of  prepayments  of
     underlying   mortgages  in  estimating  future  cash  flows  on  individual
     mortgage-related  securities.  Unrealized  holding  gains  and  losses  for
     held-to-maturity  securities  are excluded from earnings and  shareholders'
     equity.

     Debt and  equity  securities  classified  as  available-for-sale  are those
     securities  that the Company  intends to hold for an  indefinite  period of
     time but not  necessarily  to  maturity.  Any  decision  to sell a security
     classified  as  available-for-sale  would  be  based  on  various  factors,
     including  significant movements in interest rates, changes in the maturity
     mix of the Company's  assets and liabilities,  liquidity needs,  regulatory
     capital   considerations,    and   other   similar   factors.    Securities
     available-for-sale  are carried at fair value. The difference  between fair
     value and cost,  adjusted  for  amortization  of premium and  accretion  of
     discounts,  results  in an  unrealized  gain or loss.  Unrealized  gains or
     losses are reported as accumulated other  comprehensive  income (loss), net
     of the  related  deferred  tax  effect.  Gains or  losses  from the sale of
     securities  are  determined  using  the  specific   identification  method.
     Premiums and discounts are  recognized  in interest  income using  methods,
     which  approximate  the interest  method over their  amortization  periods.
     Amortization  period is defined as call date if the security was  purchased
     at a premium or maturity date if purchased at a discount.

                                       41
<PAGE>

     Declines  in the fair  value  of  held-to-maturity  and  available-for-sale
     securities  below their cost that are deemed to be other than temporary are
     reflected    in    earnings    as   realized    losses.    In    estimating
     other-than-temporary impairment losses, management considers (1) the length
     of time and the extent to which the fair value has been less than cost, (2)
     the financial  condition and near-term prospects of the issuer, and (3) the
     intent and  ability of the Company to retain its  investment  in the issuer
     for a period of time  sufficient to allow for any  anticipated  recovery in
     fair value.

     Non-marketable  equity  securities  include  investment in venture  capital
     funds which are  reported on the equity  method as well as Federal  Reserve
     Bank stock and the Bank's  required  investment in the capital stock of the
     Federal  Home Loan Bank which are carried at cost which  approximates  fair
     value.

(g)  Loans

     Loans are stated at the principal amount outstanding,  net of the allowance
     for loan losses.  Interest is credited to income as earned,  based upon the
     principal amount outstanding.

     The accrual of interest on loans is  discontinued  when,  in the opinion of
     management,  the  borrower  is unable to meet  payments as they become due.
     Interest  accrued in the current year is reversed  against interest income,
     and prior  years'  interest is charged to the  allowance  for loan  losses.
     Interest  income on impaired  loans is  recognized  to the extent  interest
     payments are received and the principal is considered fully collectible.

     Mortgage  loans held for sale are carried at the lower of aggregate cost or
     estimated market value. Gains or losses on sales of loans held for sale are
     computed  using the  specific-identification  method and are  reflected  in
     income at the time of sale.

     Loan  origination  fees and  certain  direct  origination  costs  are being
     amortized as an  adjustment of the yield over the  contractual  life of the
     related loan, adjusted for prepayments, using the interest method.

(h)  Mortgage Servicing Rights

     The fair market value of servicing  rights on mortgage  loans that are sold
     with servicing  retained is capitalized.  The capitalized  servicing rights
     are amortized  against  income based on the  estimated  lives of the loans.
     Capitalized servicing rights are evaluated for impairment based on the fair
     value of the servicing rights and any impairment is reflected in income.

(i)  Allowance for Loan Losses

     The  allowance  for loan  losses is  increased  by  provisions  charged  to
     operations and is reduced by loan charge-offs  less recoveries.  Management
     utilizes an approach,  which  provides  for general and specific  valuation
     allowances,  that is based on current  economic  conditions,  past  losses,
     collection experience, risk characteristics of the portfolio, assessment of
     collateral  values by  obtaining  independent  appraisals  for  significant
     properties, and such other factors which, in management's judgment, deserve
     current recognition in estimating loan losses, to determine the appropriate
     level of the allowance for loan losses.

     The allowance for loan losses related to impaired loans that are identified
     for  evaluation is based on discounted  cash flow using the loan's  initial
     effective  interest  rate or the fair value,  less  selling  costs,  of the
     collateral for collateral dependent loans.

     Loans are categorized as "impaired" when,  based on current  information or
     events,  it is  probable  that the  Company  will be unable to collect  all
     amounts due,  including  principal  and interest,  in  accordance  with the
     contractual   terms  of  the  loan  agreement.   The  Company  reviews  all
     non-accrual and  substantially  delinquent  loans, as well as problem loans
     identified  by  management,  for  impairment as defined  above.  A specific
     reserve amount will be established  for impaired loans in which the present
     value of the expected cash flows to be generated is less than the amount of
     the loan recorded on the Company's books. As an alternative to discounting,
     the  Company  may use the  "fair  value"  of any  collateral  supporting  a
     collateral-dependent  loan in reviewing the necessity  for  establishing  a
     specific loan loss reserve  amount.  Specific  reserves will be established
     for  accounts  having a  collateral  deficiency  estimated to be $50,000 or
     more. The Company's  general  reserve is maintained at an adequate level to
     cover accounts having a collateral  deficiency of less than $50,000.  Loans
     evaluated  as groups or  homogeneous  pools of loans will be excluded  from
     this analysis.

                                       42
<PAGE>

     The Company utilizes their data processing system to identify loan payments
     not made by their  contractual  due date and  calculate  the number of days
     each loan exceeds the contractual due dates. The accrual of interest on any
     loan  is  discontinued  when,  in  the  opinion  of  management,  there  is
     reasonable doubt as to the collectibility of interest or principal.

     Management  believes  the  allowance  for loan losses is adequate to absorb
     probable  credit losses inherent in the loan  portfolio.  While  management
     uses available  information to recognize loan losses,  future  additions to
     the allowance for loan losses may be necessary based on changes in economic
     conditions.  In addition,  various regulatory agencies, as an integral part
     of their  examination  process,  periodically  review the  adequacy  of the
     allowance  for loan  losses.  Such  agencies  may  require  the  Company to
     recognize  additions  to the  allowance  for  loan  losses  based  on their
     judgments  of   information   available  to  them  at  the  time  of  their
     examination.

(j)  Premises and Equipment

     Premises and equipment are stated at cost less accumulated depreciation and
     amortization.  Depreciation  and  amortization  applicable to furniture and
     equipment  and  buildings  and  leasehold  improvements  is  charged to the
     related occupancy or equipment expense using  straight-line and accelerated
     methods over the estimated useful lives of the assets.  Estimated lives are
     3 to 39 years for buildings and leasehold improvements and 3 to 7 years for
     furniture and equipment.

(k)  Other Real Estate

     Other  real  estate,   included  in  other   assets  in  the   accompanying
     consolidated  balance  sheets,  is initially  recorded at fair value, if it
     will be held and used,  or at its fair  value less costs to sell if it will
     be disposed of. If, subsequent to foreclosure,  the fair value is less than
     the  carrying  amount,  the carrying  value is reduced  through a charge to
     income.  Expenses  incurred in  maintaining  the  properties are charged to
     operations. The Company had no other real estate owned at December 31, 2004
     and December 31, 2003.

(l)  Income Taxes

     Deferred tax assets and liabilities are recognized for the estimated future
     tax  consequences   attributable  to  differences   between  the  financial
     statement  carrying  amounts of existing  assets and  liabilities and their
     respective  tax bases.  Deferred  tax assets and  liabilities  are measured
     using  enacted  tax rates in effect for the year in which  those  temporary
     differences are expected to be recovered or settled. The effect on deferred
     tax assets and liabilities of a change in tax rates is recognized in income
     in the period that includes the enactment date.

(m)  Earnings Per Share

     Basic earnings per share is computed by dividing net income by the weighted
     average  number of common stock shares  outstanding.  Diluted  earnings per
     share is computed by dividing net income by the weighted  average number of
     common stock and dilutive potential common shares  outstanding.  Options to
     purchase shares of the Company's common stock and stock appreciation rights
     are the only dilutive  potential common shares. The weighted average number
     of dilutive  potential common shares is calculated using the treasury stock
     method.

     Earnings per share has been computed as follows:
<TABLE>
                                                              2004          2003         2002
-------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>           <C>
Net Income ............................................   $14,778,000   $16,605,000   $17,381,000
Shares:
  Weighted average common shares outstanding ..........     9,481,034    10,242,929    10,792,092
  Dilutive effect of outstanding options, as determined
    by the application of the treasury stock method ...       113,114       116,907        86,731
                                                          ---------------------------------------
  Weighted average common shares outstanding,
    as adjusted .......................................     9,594,148    10,359,836    10,878,823
                                                          =======================================
Basic earnings per share ..............................   $      1.56   $      1.62   $      1.61
                                                          =======================================
Diluted earnings per share ............................   $      1.54   $      1.60   $      1.60
                                                          =======================================
</TABLE>

                                       43
<PAGE>

(n)  Cash and Cash Equivalents

     For purposes of the  consolidated  statements of cash flows,  cash and cash
     equivalents  include  cash and due from  banks and  federal  funds sold and
     interest bearing  deposits.  Generally,  federal funds are sold for one-day
     periods.  Cash flows from loans,  deposits,  and federal  funds  purchased,
     repurchase agreements and notes payable are reported net.

(o)  Reclassification

     Certain amounts in the 2002 and 2003 consolidated financial statements have
     been   reclassified   to   conform   with  the  2004   presentation.   Such
     reclassifications  had no  effect  on  previously  reported  net  income or
     shareholders' equity.

(p)  Emerging Accounting Standards

     In December 2003, the American  Institute of Certified  Public  Accountants
     released  Statement of Position 03-3,  Accounting for Certain Loans or Debt
     Securities Acquired in a Transfer (SOP 03-3). SOP 03-3 addresses accounting
     for differences  between  contractual cash flows and cash flows expected to
     be  collected  from an  investor's  initial  investment  in  loans  or debt
     securities  acquired in a transfer if those differences are attributable to
     credit  quality.  SOP 03-3 is effective for loans  acquired in fiscal years
     beginning after December 15, 2004. The adoption of SOP 03-3 is not expected
     to have a material impact on the Company's financial statements.

     In March 2004, the Financial  Accounting  Standards  Board (FASB)  released
     Emerging Issues Task Force (EITF) 03-1, The Meaning of Other-Than-Temporary
     Impairment and Its Application to Certain Investments (EITF 03-1). The EITF
     03-1 provides  guidance for determining  when an investment is impaired and
     whether the  impairment  is other than  temporary  as well as guidance  for
     quantifying the impairment.

     On September 30, 2004, the Financial  Accounting  Standards  Board ("FASB")
     issued FASB Staff  Position  ("FSP")  Emerging  Issues Task Force  ("EITF")
     Issue 03-1-1 delaying the effective date of paragraphs  10-20 of EITF 03-1,
     "The Meaning of  Other-Than-Temporary  Impairment and Its  Applications  to
     Certain  Investments",  which provides guidance for determining the meaning
     of  "other-than-temporarily  impaired" and its  application to certain debt
     and equity  securities  within the scope of SFAS No. 115,  "Accounting  for
     Certain  Investments  in  Debt  and  Equity  Securities",  and  investments
     accounted for under the cost method. The guidance requires that investments
     which  have  declined  in value due to  credit  concerns  or solely  due to
     changes  in  interest  rates  must be  recorded  as  other-than-temporarily
     impaired  unless the Company can assert and  demonstrate  its  intention to
     hold the security for a period of time  sufficient  to allow for a recovery
     of fair value up to or beyond the cost of the  investment  which might mean
     maturity.  The delay of the effective  date of EITF 03-1 will be superceded
     concurrent  with the final issuance of proposed FSP Issue 03-1-a.  Proposed
     FSP 03-1-a is intended to provide  implementation  guidance with respect to
     all securities analyzed for impairment under paragraphs 10-20 of EITF 03-1.
     Management  continues to closely monitor and evaluate how the provisions of
     EITF 03-1 and proposed FSP Issue 03-1-a will affect the Company.

     In March 2004,  the  Securities  and  Exchange  Commission  released  Staff
     Accounting Bulletin No. 105,  Application of Accounting  Principles to Loan
     Commitments  (SAB 105).  SAB 105  provides  general  guidance  that must be
     applied  when an  entity  determines  the fair  value of a loan  commitment
     accounted for as a  derivative.  SAB 105 is effective  for  commitments  to
     originate  mortgage  loans to be held for sale that are entered  into after
     March 31, 2004.  The adoption of SAB 105 did not have a material  impact on
     the Company's financial statements.

     In  December  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
     published  FASB  Statement No. 123 (revised  2004),  "Share-Based  Payment"
     ("FAS  123(R)"  or  the   "Statement").   FAS  123(R)   requires  that  the
     compensation cost relating to share-based payment  transactions,  including
     grants  of  employee  stock   options,   be  recognized  in  the  financial
     statements.  That  cost  will be  measured  based on the fair  value of the
     equity or liability  instruments issued. FAS 123(R) permits entities to use
     any  option-pricing  model  that  meets  the fair  value  objective  in the
     Statement.  Modifications  of  share-based  payments  will  be  treated  as
     replacement  awards with the cost of the incremental  value recorded in the
     financial statements.

                                       44
<PAGE>

     The  Statement is effective at the  beginning of the third quarter of 2005.
     As of the  effective  date,  the Company will apply the  Statement  using a
     modified version of prospective application.  Under that transition method,
     compensation  cost is  recognized  for (1) all  awards  granted  after  the
     required effective date and to awards modified,  cancelled , or repurchased
     after that date and (2) the portion of prior awards for which the requisite
     service has not yet been rendered,  based on the  grant-date  fair value of
     those awards calculated for pro forma disclosures under SFAS 123.

     The impact of this  Statement on the Company in 2005 and beyond will depend
     upon various factors,  among them our future compensation strategy. The pro
     forma compensation costs presented (in (q) in the table below) and in prior
     filings for the Company have been calculated  using a Black-Scholes  option
     pricing model and may not be indicative of amounts which should be expected
     in future periods.

(q)  Stock Option Plans

     The Company has five  stock-based  compensation  plans which are more fully
     described in Note 12. As permitted under  accounting  principles  generally
     accepted in the United States of America, grants of options under the plans
     are accounted for under the recognition  and measurement  principles of APB
     Opinion  No 25,  Accounting  for Stock  Issued to  Employees,  and  related
     interpretations.  Because  options  granted under the plans had an exercise
     price equal to market  value of the  underlying  common  stock on the grant
     date, no stock-based employee  compensation cost is included in determining
     net income.  The following  table  illustrates the effect on net income (in
     thousands) and earnings per share if the Company had applied the fair value
     recognition   provisions  of  FASB   Statement  No.  123,   Accounting  for
     Stock-Based Compensation, to stock-based employee compensation.
<TABLE>

                                                      2004          2003          2002
-----------------------------------------------------------------------------------------
<S>                                                <C>           <C>           <C>
Net income on common stock:
  As reported ..................................   $   14,778    $   16,605    $   17,381
Deduct total stock-based compensation expense
  determined under the fair value method for all
  awards, net of related tax effects ...........         (366)         (263)         (290)
                                                   --------------------------------------
        Pro forma ..............................   $   14,412    $   16,342    $   17,091
                                                   ======================================
Basic earnings per share:
  As reported ..................................   $     1.56    $     1.62    $     1.61
  Pro forma ....................................         1.52          1.60          1.58
Diluted earnings per share:
  As reported ..................................   $     1.54    $     1.60    $     1.60
  Pro forma ....................................         1.50          1.58          1.57
</TABLE>

     The fair value of the stock options  granted has been  estimated  using the
     Black-Scholes  option-pricing  model with the  following  weighted  average
     assumptions.  The Black-Scholes  option-pricing model was developed for use
     in  estimating  the fair  value of traded  options,  which  have no vesting
     restrictions.  In  addition,  such  models  require  the use of  subjective
     assumptions,  including  expected stock price  volatility.  In management's
     opinion,  such valuation models may not necessarily provide the best single
     measure of option value.

                                         2004            2003             2002
--------------------------------------------------------------------------------

Number of options granted ......        140,500         135,000         158,000
Risk-free interest rate ........          3.94%           3.64%           5.20%
Expected life, in years ........           8.00            8.00            8.00
Expected volatility ............         15.95%          13.35%          10.34%
Expected dividend yield ........          2.75%           2.42%           2.80%

2. Cash and Due from Banks

The compensating  balances held at correspondent  banks were $20.845 million and
$35.630 million at December 31, 2004 and 2003, respectively.  The Bank maintains
such  compensating  balances  with  correspondent  banks to offset  charges  for
services  rendered by those  banks.  In  addition,  the Bank was required by the
Federal  Reserve  Bank  to  maintain  reserves  in the  form  of cash on hand or
balances at the Federal  Reserve  Bank.  The balance of reserves held was $6.341
million and $10.369 million at December 31, 2004 and 2003, respectively.

                                       45
<PAGE>

3. Investments in Debt and Equity Securities

The amortized cost and fair values of investments in debt and equity  securities
(in thousands) were as follows:
<TABLE>
                                                              Available-for-Sale
                                                   ------------------------------------------
                                                                Gross        Gross
                                                   Amortized  Unrealized   Unrealized   Fair
                                                      Cost      Gains        Losses     Value
-----------------------------------------------------------------------------------------------
<S>                                                <C>        <C>          <C>         <C>
December 31, 2004
  U.S. Treasury and other
    government agencies .........................   $220,718   $    326     $  2,050   $218,994
  Mortgage-backed securities ....................     27,731        309          327     27,713
  Obligations of state and political subdivisions     16,037        698           20     16,715
  Other .........................................      5,457      1,524          823      6,158
                                                    -------------------------------------------
                                                    $269,943   $  2,857     $  3,220   $269,580
                                                    ===========================================

December 31, 2003
  U.S. Treasury and other
    government agencies .........................   $217,773   $  2,917     $    491   $220,199
  Mortgage-backed securities ....................     23,196        518          707     23,007
  Obligations of state and political subdivisions     16,319        999            1     17,317
  Other .........................................      5,391        981          981      5,391
                                                    -------------------------------------------
                                                    $262,679   $  5,415     $  2,180   $265,914
                                                    ===========================================

                                                                  Held-to-Maturity
                                                   -------------------------------------------
                                                                Gross        Gross
                                                   Amortized  Unrealized   Unrealized   Fair
                                                     Cost       Gains        Losses     Value
                                                   -------------------------------------------
December 31, 2004
  U.S. Treasury and other
    government agencies .........................   $40,931    $    --      $   625    $ 40,306
  Mortgage-backed securities ....................    14,992         37          223      14,806
  Obligations of state and political subdivisions    25,241        761           15      25,987
                                                    -------------------------------------------
                                                    $81,164    $   798      $   863    $ 81,099
                                                    ===========================================

December 31, 2003
  U.S. Treasury and other
    government agencies .........................   $10,704    $     3      $   154    $ 10,553
  Mortgage-backed securities ....................    50,029         81        1,789      48,321
  Obligations of state and political subdivisions    36,323      1,433            2      37,754
                                                    -------------------------------------------
                                                    $97,056    $ 1,517      $ 1,945    $ 96,628
                                                    ===========================================
</TABLE>

                                       46
<PAGE>

Unrealized losses and fair value,  aggregated by investment  category and length
of time that  individual  securities  have been in a continuous  unrealized loss
position, as of December 31, 2004, are summarized as follows:
<TABLE>

                                     Continuous Unrealized     Continuous Unrealized
                                   Losses Existing for Less   Losses Existing Greater
                                         Than 12 Months           Than 12 Months                 Total
                                    ------------------------  -----------------------   -----------------------
                                                Unrealized                Unrealized                 Unrealized
                                    Fair Value    Losses     Fair Value     Losses      Fair Value     Losses
                                    ---------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>          <C>           <C>          <C>
Available-for-Sale:
  U.S. Treasury and other
    government agencies ..........   $153,851   $  1,591     $ 18,537     $    459      $172,388    $  2,050
  Mortgage-backed securities .....      9,016         58        7,862          269        16,878         327
  Obligations of state and
    political subdivisions .......      3,575         20           --           --         3,575          20
                                     -----------------------------------------------------------------------
        Subtotal, debt securities    $166,442   $  1,669     $ 26,399     $    728      $192,841    $  2,397
Other ............................        764         74        1,056          749         1,820         823
                                     -----------------------------------------------------------------------
        Total temporarily impaired
        securities ...............   $167,206   $  1,743     $ 27,455     $  1,477      $194,661    $  3,220
                                     =======================================================================

Held-to-Maturity:
  U.S. Treasury and other
    government agencies ..........   $ 37,098   $    506     $  2,506     $    119      $ 39,604    $    625
  Mortgage-backed securities .....      6,069         71        6,963          152        13,032         223
  Obligations of state and
    political subdivisions .......      2,195         15           --           --         2,195          15
                                     -----------------------------------------------------------------------
        Total temporarily impaired
        securities ...............   $ 45,362   $    592     $  9,469     $    271      $ 54,831    $    863
                                     =======================================================================
</TABLE>

Management evaluates securities for other-than-temporary  impairment at least on
a quarterly  basis, and more frequently when economic or market concerns warrant
such  evaluation.   In  estimating   other-than-temporary   impairment   losses,
management  considers  (1) the  length of time and the  extent to which the fair
value  has been  less than  cost,  (2) the  financial  condition  and  near-term
prospects of the issuer, and (3) the intent and ability of the Company to retain
its  investment  in the issuer for a period of time  sufficient to allow for any
anticipated recovery in fair value.

The  $1.477  million  continuous  unrealized  loss  greater  than 12  months  on
available  for sale  securities  was made up of four debt  securities  and seven
other securities which are common stocks and is believed to be a temporary loss.
Common  stocks  represented  $749,000  of  the  continuous  unrealized  loss  on
available-for-sale  securities,  which was a reduction of $232,000 from the loss
on common stock of $981,000 on December 31, 2003. Management believes the market
value of these  securities will continue to improve as the economy  continues to
recover.  The  $271,000  continuous  unrealized  loss  greater than 12 months on
held-to-maturity  securities was made up of four debt securities and is believed
to be a temporary loss.  Unrealized  losses on debt securities are generally due
to changes in interest rates and, as such, are considered, by the Company, to be
temporary.

                                       47
<PAGE>

Unrealized losses and fair value,  aggregated by investment  category and length
of time that  individual  securities  have been in a continuous  unrealized loss
position, as of December 31, 2003, are summarized as follows:

<TABLE>

                                     Continuous Unrealized     Continuous Unrealized
                                   Losses Existing for Less   Losses Existing Greater
                                         Than 12 Months           Than 12 Months                 Total
                                    ------------------------  -----------------------   -----------------------
                                                Unrealized                Unrealized                 Unrealized
                                    Fair Value    Losses     Fair Value     Losses      Fair Value     Losses
                                    ---------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>          <C>           <C>          <C>
Available-for-Sale:
  U.S. Treasury and other
    government agencies ..........   $56,784     $   491     $     --     $     --       $56,784      $   491
  Mortgage-backed securities .....     9,854         707           --           --         9,854          707
  Obligations of state and
    political subdivisions .......     1,114           1           --           --         1,114            1
                                     --------------------------------------------------------------------------
        Subtotal, debt securities    $67,752     $ 1,199     $     --     $     --       $67,752      $ 1,199
Other ............................        --          --        1,433          981         1,433          981
                                     --------------------------------------------------------------------------
        Total temporarily impaired
        securities ...............   $67,752     $ 1,199     $  1,433     $    981       $69,185      $ 2,180
                                     ==========================================================================

Held-to-Maturity:
  U.S. Treasury and other
    government agencies ..........   $ 8,094     $   154     $     --     $     --       $ 8,094      $   154
  Mortgage-backed securities .....    38,654       1,789           --           --        38,654        1,789
  Obligations of state and
    political subdivisions .......       346           2           --           --           346            2
                                     --------------------------------------------------------------------------
        Total temporarily impaired
        securities ...............   $47,094     $ 1,945     $     --     $     --       $47,094      $ 1,945
                                     ==========================================================================
</TABLE>

The  $981,000  continuous  unrealized  loss  greater  than 12  months  on  other
securities was made up of 10 stocks and is believed to be a temporary  loss. The
loss on these  stocks at  December  31,  2002 was  $1.331  million  compared  to
$981,000 at December 31, 2003, an improvement of $350,000.

A summary of  non-marketable  equity  securities  (in thousands) at December 31,
2004 and 2003 is as follows:

                                                             2004          2003
                                                            --------------------

Federal Home Loan Bank Stock, at cost ..............        $4,279        $4,028
Federal Reserve Bank Stock, at cost ................            --           231
Other investments, at fair value ...................         3,703         3,497
                                                            --------------------
                                                            $7,982        $7,756
                                                            ====================

Realized gains and (losses) (in thousands) on sales and maturities for the years
ended December 31, 2004, 2003 and 2002 were as follows:

                                               2004          2003         2002
                                              ----------------------------------

Gross gains .............................     $   380      $   173      $ 1,016
Gross (losses) ..........................        (247)        (185)        (805)
                                              ----------------------------------
Net gains (losses) ......................     $   133      $   (12)     $   211
                                              ==================================
Applicable income taxes (benefit) .......     $    53      $    (5)     $    84
                                              ==================================

Investments  in debt and equity  securities  with a carrying  value of  $280.851
million  and  $244.099  million  were  pledged at  December  31,  2004 and 2003,
respectively,  to secure public deposits,  repurchase agreements,  and for other
purposes as required or permitted by law.

                                       48
<PAGE>

The amortized cost and fair value of  investments in debt and marketable  equity
securities (in thousands) at December 31, 2004, by amortization  date, are shown
below.  Amortization  date is defined as call date if the security was purchased
at a premium or maturity date if purchased at a discount. Borrowers may have the
right to call or prepay obligations with or without call or prepayment penalties
and  certain  securities   require  principal   repayments  prior  to  maturity.
Therefore,  these securities and equity securities with no stated maturities are
not included in the following maturity summary.
<TABLE>
                                         Available-for-Sale     Held-to-Maturity
                                         --------------------  --------------------
                                         Amortized     Fair    Amortized    Fair
                                           Cost        Value     Cost       Value
                                         ------------------------------------------
<S>                                      <C>         <C>        <C>        <C>
Due in one year or less ..............   $108,390    $108,102   $ 13,784   $ 13,784
Due after one year through five years     123,103     122,026     46,789     47,000
Due after five years through ten years      4,525       4,784      5,254      5,095
Due after ten years ..................        737         797        345        414
                                         ------------------------------------------
                                         $236,755    $235,709   $ 66,172   $ 66,293
Mortgage-backed securities ...........     27,731      27,713     14,992     14,806
Marketable equity securities .........      5,457       6,158         --         --
                                         ------------------------------------------
          Total ......................   $269,943    $269,580   $ 81,164   $ 81,099
                                         ==========================================
</TABLE>

4. Loans

A summary of loans (in thousands),  by classification,  at December 31, 2004 and
2003 is as follows:

                                                           2004           2003
                                                         -----------------------

Commercial, financial, and agricultural ..........       $314,657       $249,795
Real estate ......................................        372,294        348,997
Installment and consumer .........................         83,926         77,253
                                                         -----------------------
                                                         $770,877       $676,045
Less:
  Allowance for loan losses ......................          9,650          9,786
                                                         -----------------------
                                                         $761,227       $666,259
                                                         =======================

The Company makes  commercial,  financial,  and agricultural;  real estate;  and
installment and consumer loans to customers  located in central Illinois and the
surrounding  communities.  As such, the Company is susceptible to changes in the
economic environment in central Illinois.

During 2004,  2003 and 2002,  the Company sold  approximately  $76.864  million,
$209.192 million and $138.898  million,  respectively,  of residential  mortgage
loans in the secondary market with servicing  released on approximately  $28.860
million, $50.595 million and $49.040 million, respectively. Capitalized mortgage
servicing  rights  totaled  $992,000 and $949,000 at December 31, 2004 and 2003,
respectively.  The fair values of these  rights  were $1.378  million and $1.120
million at December 31, 2004 and 2003,  respectively.  An independent evaluation
was  performed on the loan  portfolio to assess the fair value of the  servicing
rights in each year reported.

Mortgage  loans  serviced  for  others  are  not  included  in the  accompanying
consolidated financial statements.  The unpaid balances of these loans consisted
of the following (in thousands) at December 31, 2004, 2003 and 2002:

                                                  2004        2003        2002
                                                --------------------------------

Fannie Mae .................................    $196,174    $191,505    $137,888
Freddie Mac ................................       9,564      10,287       6,250
Illinois Housing Development Authority .....         939       1,219       1,655

                                       49
<PAGE>

In the  normal  course  of  business,  loans  are made to  directors,  executive
officers,  and  principal  shareholders  of the Company and to parties which the
Company or its directors,  executive officers, and shareholders have the ability
to  significantly  influence  its  management  or  operating  policies  (related
parties). The terms of these loans, including interest rates and collateral, are
similar to those prevailing for comparable transactions with other customers and
do not involve more than a normal risk of  collectibility.  Activity  associated
with loans (in thousands) made to related parties during 2004 was as follows:

                                                                          2004
                                                                       ---------

Balance, January 1 .....................................               $ 38,593
New loans ..............................................                 42,270
Repayments .............................................                (40,455)
                                                                       --------
Balance, December 31 ...................................               $ 40,408
                                                                       ========

At  December  31,  2004,  one to four  family  real  estate  mortgage  loans  of
approximately  $84.661  million were pledged to secure advances from the Federal
Home Loan Bank.

Activity in the allowance for loan losses (in thousands) for 2004, 2003 and 2002
was as follows:

                                                    2004       2003       2002
                                                  ------------------------------

Balance, beginning of year ....................   $ 9,786    $ 9,259    $ 9,259
Provision charged to expense ..................     1,100      1,470      1,450
Loans charged off .............................    (1,692)    (1,640)    (1,927)
Recoveries on loans previously charged off ....       456        697        477
                                                  ------------------------------
Balance, end of year ..........................   $ 9,650    $ 9,786    $ 9,259
                                                  ==============================

The following table presents summary data on nonaccrual and other impaired loans
(in thousands) at December 31, 2004, 2003 and 2002:

                                                         2004     2003     2002
                                                        ------------------------

Impaired loans on nonaccrual ........................   $1,126   $  130   $  764
Impaired loans continuing to accrue interest ........    1,005      288       --
                                                        ------------------------
Total impaired loans ................................   $2,131   $  418   $  764
                                                        ========================
Other non-accrual loans not classified
   as impaired ......................................   $  563   $  269   $  628
                                                        ========================
Loans contractually past due 90 days or
   more, still accruing interest and not classified
   as impaired ......................................   $  547   $  590   $  829
                                                        ========================
Allowance for loan losses on impaired loans .........   $  491   $   63   $  115
                                                        ========================
Impaired loans for which there is no related
   allowance for loan losses ........................   $  863   $   --   $   --
                                                        ========================
Average recorded investment in impaired
   loans ............................................   $2,336   $  847   $  515
                                                        ========================
Interest income recognized from impaired
   loans ............................................   $   68   $   13   $   --
                                                        ========================
Cash basis interest income recognized from
   impaired loans ...................................   $   16   $   10   $    6
                                                        ========================

5. Premises and Equipment

A summary of premises and equipment (in thousands) at December 31, 2004 and 2003
is as follows:

                                                               2004       2003
                                                             -------------------

Land ...................................................     $ 4,488     $ 4,818
Furniture and equipment ................................      14,715      14,951
Buildings and leasehold improvements ...................      24,431      23,947
                                                             -------------------
                                                             $43,634     $43,716
Less: accumulated depreciation and amortization ........      26,547      26,094
                                                             -------------------
                                                             $17,087     $17,622
                                                             ===================
                                       50
<PAGE>

The  Company  leases   various   operating   facilities   and  equipment   under
noncancellable  operating  lease  arrangements.  These leases  expire at various
dates  through July 2009 and have renewal  options to extend the lease terms for
various  dates.  The rental  expense for these  operating  leases was  $222,000,
$218,000 and $240,000 in 2004, 2003 and 2002, respectively.

Minimum  annual  rental  payments   required  under  the  operating  leases  (in
thousands),  which  have  initial  or  remaining  terms in excess of one year at
December 31, 2004 are as follows:

2005                                                                    $ 238
2006                                                                      212
2007                                                                      148
2008                                                                        5
2009                                                                        2
                                                                  -----------
                                                                  $       605
                                                                  ===========

6. Deposits

The  aggregate  amount of time  certificate  of  deposits  in  denominations  of
$100,000 or more was $107.125  million and $113.917 million at December 31, 2004
and 2003,  respectively.  As of December 31, 2004,  the scheduled  maturities of
time deposits (in thousands) were as follows:

2005                                                              $ 240,676
2006                                                                 49,792
2007                                                                 32,938
2008                                                                 15,719
2009                                                                 10,379
Thereafter                                                                5
                                                                  ---------
                                                                  $ 349,509
                                                                  =========

7. Federal Funds Purchased, Repurchase Agreements, and Notes Payable

A summary of short-term  borrowings (in thousands) at December 31, 2004 and 2003
is as follows:


                                                              2004        2003
                                                           ---------------------
Federal funds purchased ..............................     $  3,300     $  1,550
U.S. Treasury demand notes ...........................           --        1,000
Securities sold under agreements to repurchase .......       93,600      100,448
                                                           ---------------------
                                                           $ 96,900     $102,998
                                                           =====================

Information  relating to  short-term  borrowings  (dollars in  thousands)  is as
follows:
<TABLE>

                                                    2004          2003         2002
                                                  -------------------------------------
<S>                                               <C>         <C>            <C>
Federal funds purchased:
  Average daily balance .......................   $  3,515    $     5,004    $    4,599
  Maximum balance at month-end ................   $  5,575    $     7,550    $   21,300
  Weighted average interest rate at year-end ..      1.75%          0.56%         0.50%
  Weighted average interest rate for the year .      0.94%          0.81%         1.70%

Securities sold under agreements to repurchase:
  Average daily balance .......................   $ 93,246    $    89,261    $   62,298
  Maximum balance at month-end ................   $112,052    $   100,448    $   75,951
  Weighted average interest rate at year-end ..      1.65%          1.06%         1.36%
  Weighted average interest rate for the year .      1.32%          1.17%         1.71%

U.S. Treasury demand notes:
  Average daily balance .......................   $    728    $       764    $    1,459
  Maximum balance at month-end ................   $  1,000    $     1,000    $    4,437
  Weighted average interest rate at year-end ..         --          0.72%         1.14%
  Weighted average interest rate for the year .      0.90%          0.91%         1.58%
</TABLE>

The securities  underlying the agreements to repurchase are under the control of
the Bank.

                                       51
<PAGE>

8. Federal Home Loan Bank Advances and Other Borrowings

A summary  of  Federal  Home  Loan Bank  (FHLB)  advances  and other  borrowings
(dollars in thousands) at December 31, 2004 and 2003 is as follows:
<TABLE>
                                                      December 31
                                ------------------------------------------------------
                                                    2004                        2003
                                ------------------------------------------     -------
                                                                  Weighted
                                  FHLB       Other                 Average
                                Advances   Borrowings    Total      Rate        Total
                                ------------------------------------------------------
<S>                             <C>        <C>          <C>       <C>          <C>
Maturing in year ending:
  2004 ....................     $    --     $    --     $    --        --      $    23
  2005 ....................          --          93          93      4.07%          93
  2006 ....................       5,000       2,221       7,221      5.19%       7,221
  2007 ....................       2,522          23       2,545      6.81%       2,620
  2008 ....................      20,000          23      20,023      5.23%      20,023
                                ------------------------------------------------------
                                $27,522     $ 2,360     $29,882      5.35%     $29,980
                                ======================================================
</TABLE>

The terms of a security  agreement  with the FHLB  require the Bank to pledge as
collateral for advances both qualifying  first mortgage loans in an amount equal
to at least  167% of these  advances  and all  stock of the FHLB.  Advances  are
subject to restrictions or penalties in the event of prepayment.  The Bank had a
total  remaining  borrowing  capacity  with  the FHLB of  approximately  $55.278
million at December 31, 2004 at a rate equal to the FHLB current advance rates.

The other  borrowings  include  $2.269  million to finance  an  investment  in a
low-income housing  development and $93,000 for the purchase of land.  Principal
of $70,000 is due August 22, 2005 with the remaining balance due August 22, 2006
on the  low-income  housing  development  investment.  Interest  is based on the
one-month  LIBOR rate plus 1.70%.  The loan rate at December 31, 2004 was 4.10%.
The land was originally purchased in 1999 at a cost of $266,000,  with principal
of $23,000 and annual  interest due March 8th of each year until the balance has
been  paid in full.  Interest  is based on the  prime  rate at March 8th of each
year. The rate at December 31, 2004 was 4.00%.

9. Line of Credit

The  Company has an  unsecured  line of credit of $10.000  million  from a third
party lender. As of December 31, 2004, the entire line was available.

10.  Income Taxes

Federal income tax expense (in thousands) for 2004,  2003 and 2002 is summarized
as follows:

                                         2004            2003            2002
                                       -----------------------------------------

Federal ......................         $ 7,029         $ 8,480          $ 8,707
State ........................             806             998              829
                                       ----------------------------------------
Current ......................           7,835           9,478            9,536
Deferred .....................             208            (637)          (1,016)
                                       ----------------------------------------
        Total ................         $ 8,043         $ 8,841          $ 8,520
                                       ========================================

Actual income tax expense (in thousands) for 2004, 2003 and 2002 differ from the
"expected" income taxes (computed by applying the maximum U.S. federal corporate
income tax rate of 35% to earnings before income taxes) as follows:

                                                2004        2003         2002
                                              ---------------------------------
Computed "expected" income taxes ........     $ 7,987      $ 8,906      $ 9,066
Tax-exempt interest income, net of
  disallowed interest expense ...........        (607)        (744)        (764)
State tax, net of federal benefit .......         524          649          539
Other, net ..............................         139           30         (321)
                                              ---------------------------------
                                              $ 8,043      $ 8,841      $ 8,520
                                              =================================
                                       52
<PAGE>

The tax  effects  of  temporary  differences  (in  thousands)  that give rise to
significant  portions of the deferred  tax assets and deferred tax  liabilities,
included in other assets, at December 31, 2004 and 2003 are as follows:

                                                              2004        2003
                                                             -------------------

Deferred tax assets:
  Unrealized holding loss on available-for-sale securities   $   145    $    --
  Allowance for loan losses ..............................     3,835      3,889
  Deferred compensation ..................................     1,622      1,564
  Stock appreciation rights ..............................      --           36
  Other employee benefits ................................       310        279
  Phantom stock ..........................................       253        282
  Other ..................................................       271        111
                                                             ------------------
        Total deferred tax assets ........................   $ 6,436    $ 6,161
                                                             ------------------
Deferred tax liabilities:
  Unrealized holding gain on available-for-sale securities   $    --    $(1,294)
  Premises and equipment .................................      (373)      (658)
  Mortgage servicing rights ..............................      (348)      (201)
  Deferred loan fees .....................................      (369)      (197)
  Discount accretion .....................................       (56)       (61)
  FHLB Stock Dividend ....................................      (459)      (372)
  Prepaid Expenses .......................................      (222)        --
                                                             ------------------
        Total deferred tax liabilities ...................   $(1,827)   $(2,783)
                                                             ------------------
        Net deferred tax assets ..........................   $ 4,609    $ 3,378
                                                             ==================

11. Retirement Plans

The  Company  has  established  a profit  sharing  plan  and a  401(k)  plan for
substantially all employees who meet the eligibility requirements.  During 2004,
the 401(k) plan allowed for participant  contributions  up to the maximum amount
allowed by IRS regulations, of which, the first 6% of gross salary was available
for the  Company's  50%  match.  Prior to 2003,  the  401(k)  plan  allowed  for
participant  contributions  of up to 15% of gross salary,  the first 6% of which
was  available  for  the  Company's  50%  match.  The  profit  sharing  plan  is
non-contributory.  All  contributions  to the  profit  sharing  plan  are at the
discretion  of the  Company.  Contributions  by the  Company  totaled  $927,000,
$887,000 and $926,000 for 2004, 2003 and 2002, respectively.

Certain key officers and directors  participate in various deferred compensation
or supplemental  retirement agreements with the Company. The Company accrues the
liability  for these  agreements  based on the  present  value of the amount the
employee or  director is  currently  eligible to receive.  The Company  recorded
expenses  of  $277,000,   $288,000   and  $281,000  in  2004,   2003  and  2002,
respectively,  related to these  agreements.  At December 31, 2004 and 2003, the
Company had a recorded  liability in the amount of approximately  $3.769 million
and $3.915 million, respectively for these plans.

Additionally,   in  connection  with  the  merger  of   BankIllinois   Financial
Corporation  and  First  Decatur  Bancshares,  Inc.,  the  Company  assumed  the
outstanding liability for a deferred compensation plan for nonemployee directors
of the Company which allowed participating directors to defer directors' fees in
a fixed income fund or, alternatively, in the form of "phantom stock units." For
directors  that  elected  to receive  phantom  stock,  a  deferred  compensation
account,  included in other  liabilities on the consolidated  balance sheet, was
credited with phantom stock units. After the merger, no additional contributions
were  allowed to these  plans,  however,  phantom  stock  units  continue  to be
increased by any dividends or stock splits declared by the Company.  At December
31, 2004 and 2003, $305,000 and $312,000 had been deferred for the phantom stock
plan, which  represented  21,977 and 23,205 phantom stock units. At December 31,
2004 and 2003,  the Company had a recorded  liability  in the amount of $651,000
and $730,000, respectively for these plans.

The Company has purchased life insurance  policies,  which are reported as other
assets, to cover the aforementioned liabilities with recorded values in 2004 and
2003 of approximately $5.852 million and $5.499 million, respectively.

                                       53
<PAGE>

12. Stock Options and Related Plans

In 2000,  after  the  merger of  BankIllinois  Financial  Corporation  and First
Decatur  Bancshares,  Inc. to form the Company,  the Company established a stock
incentive  plan,  which  provides for the  granting of options of the  Company's
common stock to certain  directors,  officers and employees.  This plan provides
for the granting of both qualified and non-qualified options.  Existing director
options  granted  prior to 2003 are fully  vested  and  exercisable  on the date
granted while  director  options  granted in or after 2003 vest, and thus become
exercisable,  ratably  over a one-year  period from the date  granted.  Existing
officer and employee options vest, and thus become  exercisable,  ratably over a
three-year  period from the date granted.  Under the 2000  incentive  plan,  the
Company has  outstanding  options of 661,465 shares and 1,450,282  shares remain
eligible for grant.  This is the Company's  only existing  stock  incentive plan
under which new grants may be made.

Additionally,  in  connection  with the merger,  the Company  assumed all of the
outstanding  options under First  Decatur  Bancshares,  Inc.'s and  BankIllinois
Financial  Corporation's stock option and incentive plans. There were four plans
in place at the time of the merger. All of the options granted under these prior
plans  fully  vested at the time of the merger  and no  additional  shares  were
available  for new  grants  after  the  merger.  One of the plans  included  the
granting of options in tandem with stock  appreciation  rights ("SAR's").  As of
December 31, 2004, there were no options or SAR's  outstanding  under these four
assumed plans.

The following is a summary of the changes in options outstanding under the stock
incentive and stock option plans:
<TABLE>

                                           2004                           2003                         2002
                                    -------------------------------------------------------------------------------------
                                                  Grant                          Grant                         Grant
                                                  Price                          Price                         Price
                                    Shares        Range           Shares         Range         Shares          Range
-------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>                <C>        <C>                <C>        <C>
Options outstanding,
  beginning of year ............    581,780   $ 6.92 - $24.85    589,250    $ 6.92 - $19.76    868,998    $ 5.36 - $19.76
Granted ........................    140,500   $30.60 - $30.60    135,000    $24.80 - $24.85    158,000    $18.60 - $18.60
Exercised ......................    (58,921)  $ 6.92 - $24.80   (142,470)   $ 6.92 - $24.80   (428,553)   $ 5.36 - $19.76
Options forfeited ..............     (1,894)  $18.60 - $30.60         --          --            (9,195)   $17.50 - $18.60
                                    -------------------------------------------------------------------------------------
Options outstanding, end of year    661,465   $17.50 - $30.60    581,780    $ 6.92 - $24.85    589,250    $ 6.92 - $19.76
                                    =====================================================================================
Options exercisable, end of year    547,769   $17.50 - $30.60    467,769    $ 6.92 - $24.85    493,893    $ 6.92 - $19.76
                                    =====================================================================================
Weighted average fair value
  of options granted ...........              $          5.39               $          3.96               $          3.36
                                    =====================================================================================
</TABLE>

<TABLE>
                         Options Outstanding                              Options Exercisable
-------------------------------------------------------------------  ----------------------------
                                           Weighted
                        Outstanding        Average       Weighted      Exercisable       Weighted
       Range               as of          Remaining      Average          as of          Average
        of             December 31,      Contractual     Exercise      December 31,      Exercise
  Exercise price           2004              Life         Price            2004           Price
-------------------------------------------------------------------  ----------------------------
<S>                    <C>               <C>            <C>           <C>              <C>
  $17.50 - $17.50              137,816       6.2         $ 17.50          137,816        $ 17.50
  $18.37 - $18.60              251,304       6.4           18.50          245,789          18.50
  $24.80 - $24.85              132,845       8.2           24.80           96,911          24.80
  $30.60 - $30.60              139,500       9.1           30.60           67,253          30.60
                     ---------------------------------------------------------------------------
                               661,465       7.3         $ 22.11          547,769        $ 20.85
                     ===========================================================================
</TABLE>

13. Dividend Restrictions

Federal and state banking  regulations  place certain  restrictions on dividends
paid  and  loans or  advances  made by the Bank to the  Company.  Without  prior
approval, the Bank is restricted by Illinois law and regulations of the Illinois
Department  of Financial and  Professional  Regulation  and the Federal  Deposit
Insurance  Corporation  as to the maximum  amount of dividends it can pay to its
parent  to the  balance  of the  retained  earnings  account,  as  adjusted  (as
defined).  At December 31, 2004,  the Bank had  available  retained  earnings of
approximately  $58.838  million for the payment of dividends  without  obtaining
prior  regulatory  approval.  In  addition,  dividends  paid by the  Bank to the
Company would be prohibited if the effect thereof would cause the Bank's capital
to be reduced below applicable minimum capital requirements.

                                       54
<PAGE>

14. Condensed Financial Information of Parent Company

Following are the condensed  balance sheets as of December 31, 2004 and 2003 and
the related  condensed  statements  of income and cash flows for the years ended
December 31, 2004, 2003 and 2002 for Main Street Trust, Inc.:


                            Condensed Balance Sheets
                            ------------------------
                                 (in thousands)

                                                            2004          2003
--------------------------------------------------------------------------------

Assets:
  Cash ...........................................       $  9,208       $ 10,841
  Investment in Bank .............................         91,182         88,370
  Investment in FirsTech .........................          3,739          3,408
  Investment in other securities .................          9,571          8,655
  Other assets ...................................          7,648          6,967
                                                         -----------------------
                                                         $121,348       $118,241
                                                         =======================
Liabilities and shareholders' equity:
  Dividend payable ...............................       $  2,079       $  1,995
  Other borrowings ...............................          2,268          2,268
  Other liabilities ..............................          3,026          2,528
  Shareholders' equity ...........................        113,975        111,450
                                                         -----------------------
                                                         $121,348       $118,241
                                                         =======================

                                       55
<PAGE>

                Condensed Statements of Income
                ------------------------------
                        (in thousands)
<TABLE>

                                                        2004       2003         2002
--------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
Revenue:
  Dividends received from subsidiaries ............   $ 10,000    $ 47,400    $ 20,000
  Interest income on deposits .....................        102          77          54
  Income on securities ............................        395         389         152
  Securities transactions, net ....................         (1)       (106)       (193)
  Other ...........................................      4,698       4,759         136
                                                      --------------------------------
        Total revenue .............................     15,194      52,519      20,149
                                                      --------------------------------

Expenses:
  Salary and benefits .............................      4,433       4,066          --
  Other ...........................................      2,300       1,763       1,556
                                                      --------------------------------
        Total expenses ............................      6,733       5,829       1,556
                                                      --------------------------------

        Income before applicable income tax benefit
        and equity in undistributed income
        of subsidiaries ...........................      8,461      46,690      18,593
Applicable income tax benefit .....................       (629)       (286)       (564)
Equity in undistributed income of subsidiaries ....      5,688     (30,371)     (1,776)
                                                      --------------------------------
        Net income ................................   $ 14,778    $ 16,605    $ 17,381
                                                      ================================
</TABLE>

                                       56
<PAGE>

              Condensed Statements of Cash Flows
              ----------------------------------
                        (in thousands)
<TABLE>

                                                       2004        2003        2002
-------------------------------------------------------------------------------------
<S>                                                  <C>         <C>         <C>

Cash flows from operating activities:
  Net income .....................................   $ 14,778    $ 16,605    $ 17,381
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Equity in undistributed income of subsidiaries     (5,688)     30,371       1,776
    Depreciation .................................        386         482          30
    Other, net ...................................       (509)     (2,043)       (812)
                                                     --------------------------------
        Net cash provided by operating activities:      8,967      45,415      18,375
                                                     --------------------------------

Cash flows from investing activities:
  Equity securities transactions, net ............       (273)       (462)     (1,687)
  Purchases of premises and equipment ............       (316)     (1,348)         --
                                                     --------------------------------
        Net cash used in investing activities ....       (589)     (1,810)     (1,687)
                                                     --------------------------------

Cash flows from financing activities:
  Stock transactions, net ........................     (1,956)    (30,111)    (15,369)
  Proceeds from other borrowings, net ............         --       2,268          --
  Cash dividends paid ............................     (7,972)     (7,142)     (5,634)
  Issuance of new shares of common stock .........         --          --       1,222
  Other, net .....................................        (83)        (66)        (31)
                                                     --------------------------------
        Net cash used in financing activities ....    (10,011)    (35,051)    (19,812)
                                                     --------------------------------
Cash at beginning of year ........................     10,841       2,287       5,411
                                                     --------------------------------
Cash at end of year ..............................   $  9,208    $ 10,841    $  2,287
                                                     ================================
</TABLE>

                                       57
<PAGE>

15. Quarterly Results of Operations (Unaudited) (in thousands,  except per share
    data)
<TABLE>
                                                     Year Ended December 31, 2004
                                                          Three Months Ended
                                         --------------------------------------------------
                                         December 31   September 30    June 30     March 31
-------------------------------------------------------------------------------------------
<S>                                      <C>           <C>             <C>         <C>
Interest income ........................   $14,498        $13,663      $13,263     $13,381
Interest expense .......................     4,568          4,384        4,018       3,882
                                           -----------------------------------------------
        Net interest income ............     9,930          9,279        9,245       9,499
Provision for losses on loans ..........       110            330          330         330
                                           -----------------------------------------------
        Net interest income after
        provision for losses
        on loans .......................     9,820          8,949        8,915       9,169
Non-interest income ....................     4,570          4,958        5,172       5,147
Non-interest expense ...................     8,922          8,442        8,318       8,197
                                           -----------------------------------------------
        Income before income taxes .....     5,468          5,465        5,769       6,119
Income taxes ...........................     1,906          1,910        2,051       2,176
                                           -----------------------------------------------
        Net income .....................   $ 3,562        $ 3,555      $ 3,718     $ 3,943
                                           ===============================================
Basic earnings per share ...............   $  0.38        $  0.38      $  0.39     $  0.41
                                           ===============================================
Diluted earnings per share .............   $  0.37        $  0.37      $  0.39     $  0.41
                                           ===============================================
</TABLE>

<TABLE>
                                                     Year Ended December 31, 2003
                                                          Three Months Ended
                                         -------------------------------------------------
                                         December 31   September 30    June 30    March 31
------------------------------------------------------------------------------------------
<S>                                      <C>           <C>             <C>        <C>
Interest income ........................   $13,406       $13,686       $14,028    $14,566
Interest expense .......................     3,913         4,008         4,282      4,520
                                           ----------------------------------------------
        Net interest income ............     9,493         9,678         9,746     10,046
Provision for losses on loans ..........       480           330           330        330
                                           ----------------------------------------------
        Net interest income after
        provision for losses
        on loans .......................     9,013         9,348         9,416      9,716
Non-interest income ....................     5,104         5,420         4,934      4,836
Non-interest expense ...................     7,906         8,250         8,121      8,064
                                           ----------------------------------------------
        Income before income taxes .....     6,211         6,518         6,229      6,488
Income taxes ...........................     2,301         2,253         2,097      2,190
                                           ----------------------------------------------
        Net income .....................   $ 3,910       $ 4,265       $ 4,132    $ 4,298
                                           ==============================================
Basic earnings per share ...............   $  0.41       $  0.41       $  0.39    $  0.41
                                           ==============================================
Diluted earnings per share .............   $  0.40       $  0.40       $  0.39    $  0.41
                                           ==============================================
</TABLE>

16. Disclosures About Commitments and Financial Instruments

The Company is a party to financial instruments with  off-balance-sheet  risk in
the normal  course of business  to meet the  financing  needs of its  customers.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  Those instruments  involve, to varying degrees,  elements of
credit  and  interest  rate  risk  in  excess  of  amounts   recognized  in  the
consolidated  balance  sheets.  The  contractual  amounts  of those  instruments
reflect  the extent of  involvement  the Company  has in  particular  classes of
financial instruments.

The  Company's  exposure  to credit loss in the event of  nonperformance  by the
other party to the financial  instrument  for  commitments  to extend credit and
standby  letters of credit is  represented  by the  contractual  amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.  Management
does not anticipate any significant losses as a result of these transactions.

                                       58
<PAGE>

The following table summarizes  these financial  instruments and commitments (in
thousands) at December 31, 2004 and 2003:

                                                            2004          2003
--------------------------------------------------------------------------------

Financial instruments whose contract amounts
  represent credit risk:
  Commitments ........................................     $239,074     $237,615
  Standby letters of credit ..........................       33,897       20,192

The majority of  commitments  are  agreements  to extend credit to a customer as
long as there is no  violation of any  condition  established  in the  contract.
Commitments,   principally   variable  interest  rates,   generally  have  fixed
expiration dates or other termination  clauses and may require payment of a fee.
Since many of the  commitments  are expected to expire without being drawn upon,
the  total  commitment   amounts  do  not  necessarily   represent  future  cash
requirements.  For  commitments  to extend  credit,  the Company  evaluates each
customer's  creditworthiness  on a case-by-case  basis. The amount of collateral
obtained,  if deemed necessary by the Company upon extension of credit, is based
on  management's  credit  evaluation.  Collateral  held varies,  but may include
accounts   receivable;   inventory;   property,   plant   and   equipment;   and
income-producing  commercial properties.  Also included in commitments is $3.015
million to purchase other equity securities.

Standby  letters of credit  are  conditional  commitments  issued by the Bank to
guarantee the performance of a customer to a third party.  Those  guarantees are
primarily  issued to support  public and  private  borrowing  arrangements  and,
generally,  have terms of one year or less.  The credit risk involved in issuing
letters of credit is  essentially  the same as that  involved in extending  loan
facilities to customers.  The Bank may hold  collateral,  which include accounts
receivables, inventory, property and equipment, and income producing properties,
supporting those  commitments,  if deemed  necessary.  In the event the customer
does not perform in accordance  with the terms of the  agreement  with the third
party, the Bank would be required to fund the commitment.  The maximum potential
amount of future  payments the Bank could be required to make is  represented by
the contractual  amount shown in the summary above. If the commitment is funded,
the Bank would be entitled to seek recovery  from the customer.  At December 31,
2004 and 2003,  no amounts  have been  recorded  as  liabilities  for the Bank's
potential obligations under these guarantees.

Following is a summary of the carrying  amounts and fair values of the Company's
financial instruments at December 31, 2004 and 2003:
<TABLE>
                                                           2004                  2003
                                                    -------------------   -------------------
                                                    Carrying    Fair      Carrying    Fair
                                                     Amount     Value      Amount     Value
---------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>        <C>        <C>
Assets:
  Cash and cash equivalents .....................   $ 64,928   $ 64,928   $ 75,903   $ 75,903
  Investments in debt and equity securities .....    358,726    358,661    370,726    370,298
  Mortgage loans held for sale ..................      1,005      1,005        632        632
  Loans .........................................    761,227    761,763    666,259    676,584
  Accrued interest receivable ...................      6,570      6,570      6,430      6,430
Liabilities:
  Deposits ......................................   $974,577   $963,413   $898,472   $902,653
  Federal funds purchased, repurchase agreements,
      and notes payable .........................     96,900     96,855    102,998    103,028
  FHLB advances and other borrowings ............     29,882     30,650     29,980     31,133
  Accrued interest payable ......................      2,601      2,601      1,669      1,669
</TABLE>

Management's fair value estimates,  methods, and assumptions are set forth below
for the Company's financial instruments.

Cash and  Cash  Equivalents

The carrying value of cash and cash equivalents  approximates  fair value due to
the  relatively  short period of time between the  origination of the instrument
and its expected realization.

Investments in Debt and Equity  Securities

The fair value of investments in debt and equity  securities is estimated  based
on bid prices received from securities dealers.

Mortgage  Loans Held For Sale

Fair values of  mortgage  loans held for sale are based on  commitments  on hand
from investors or prevailing market prices.

                                       59
<PAGE>

Loans

Fair  values  are  estimated  for  portfolios  of loans with  similar  financial
characteristics.  Loans are  segregated by type such as  commercial,  commercial
real estate,  residential mortgage, and consumer.  Each loan category is further
segmented  into fixed and  adjustable  rate interest terms and by performing and
nonperforming  categories.  The fair value of performing  loans is calculated by
discounting  scheduled cash flows through the estimated maturity using estimated
market discount rates equal to rates at which loans,  similar in type,  would be
originated at December 31, 2004 and 2003.  Estimated  maturities  are based upon
the average remaining contractual lives for each loan classification. Fair value
for nonperforming loans is based on the use of discounted cash flow techniques.

Accrued Interest Receivable

The carrying value of accrued interest receivable approximates fair value due to
the  relatively  short period of time between the  origination of the instrument
and its expected realization.

Deposit Liabilities

The fair value of deposits with no stated maturity, such as non-interest bearing
and interest  bearing demand deposits and savings deposits is the amount payable
on demand.  The fair value of time deposits is based on the discounted  value of
contractual  cash flows.  The discount rate is estimated  using rates  currently
offered for deposits of similar remaining  maturities.  The fair value estimates
do not include the benefit that results  from the low-cost  funding  provided by
the deposit  liabilities  compared to the cost of borrowing  funds in the market
nor the benefit  derived  from the  customer  relationship  inherent in existing
deposits.

Federal Funds Purchased, Repurchase Agreements, and Notes Payable

The carrying values of federal funds purchased,  daily repurchase agreements and
notes payable, approximate fair value due to the relatively short period of time
between the origination of the instruments and their expected  realization.  The
fair value of term  repurchase  agreements is based on the  discounted  value of
contractual  cash flows.  The discount rate is estimated  using rates  currently
offered for comparable instruments of similar remaining maturities.

Federal Home Loan Bank Advances and Other Borrowings

The fair value of FHLB advances is based on the discounted  value of contractual
cash flows.  The discount rate is estimated using rates on current FHLB advances
with similar remaining maturities.

Accrued Interest Payable

The carrying value of accrued  interest payable  approximates  fair value due to
the  relatively  short period of time between the  origination of the instrument
and its expected realization.

Commitments to Extend Credit and Standby Letters of Credit

The fair value of commitments to extend credit is generally  estimated using the
fees currently charged to enter into similar agreements, taking into account the
remaining  terms  of the  agreements  and the  present  creditworthiness  of the
counterparties.  For fixed rate loan commitments,  fair value also considers the
difference between current levels of interest rates and the committed rates. The
fair value of letters of credit is based on fees  currently  charged for similar
agreements or on the estimated  cost to terminate  them or otherwise  settle the
obligations with the counterparties.  The estimated fair value of commitments to
extend credit and standby  letters of credit  approximates  the balances of such
commitments.

17. Litigation

The Company and its  subsidiaries  are  involved in various  legal  proceedings,
claims and litigation arising out of the ordinary course of business.

It is the opinion of management that the  disposition or ultimate  resolution of
any other  claims and lawsuits  arising out of the  ordinary  course of business
will not have a material adverse effect on the consolidated  financial  position
of the Company.

                                       60
<PAGE>

18. Regulatory Capital

The Company and its subsidiary  bank are subject to various  regulatory  capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory  and  possibly
additional discretionary actions by regulators that, if undertaken, could have a
direct  material  effect on the Company's and its  subsidiary  bank's  financial
statements.  Under capital adequacy guidelines and the regulatory  framework for
prompt  corrective  action,  banks must meet specific  capital  guidelines  that
involve   quantitative   measures   of   assets,   liabilities,    and   certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Company's and its subsidiary bank's capital amounts and  classification are also
subject to  qualitative  judgments  by the  regulators  about  components,  risk
weightings, and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the  Company and its  subsidiary  bank to maintain  minimum  amounts and
ratios (set forth in the table below) of total and Tier I capital (as defined in
the regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to average assets (as defined). Management believes, as of December 31,
2004,  that the Company and its  subsidiary  bank exceeded all capital  adequacy
requirements to which they are subject.

As of December 31, 2004, the most recent  notifications  from primary regulatory
agencies categorized the Company's subsidiary bank as well capitalized under the
regulatory  framework for prompt  corrective  action.  To be categorized as well
capitalized,  banks must maintain minimum total capital to risk-weighted assets,
Tier I capital to  risk-weighted  assets,  and Tier I capital to average  assets
ratios as set forth in the table.  There are no  conditions or events since that
notification  that  management  believes  have  changed  any  of  the  Company's
subsidiary bank's categories.

The Company's and the Bank's  actual  capital  amounts and ratios as of December
31, 2004 and 2003 are presented in the following tables:
<TABLE>
                                                                                     To be Well Capitalized
                                                              For Capital Adequacy   Under Prompt Corrective
                                               Actual                Purposes:          Action Provisions:
                                         ------------------   --------------------   -----------------------
                                           Amount     Ratio     Amount     Ratio       Amount      Ratio
------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>      <C>         <C>        <C>          <C>
As of December 31, 2004:
  Total capital
    (to risk-weighted assets)
    Consolidated .....................   $123,656     13.3%    $ 74,513     8.0%                     N/A
    Main Street Bank & Trust .........   $101,381     11.1%    $ 73,008     8.0%      $ 91,260     10.0%
  Tier I capital
    (to risk-weighted assets)
    Consolidated .....................   $113,691     12.2%    $ 37,257     4.0%                     N/A
    Main Street Bank & Trust .........   $ 91,607     10.0%    $ 36,504     4.0%      $ 54,756      6.0%
  Tier I capital
    (to average assets)
    Consolidated .....................   $113,691      9.2%    $ 49,595     4.0%                     N/A
    Main Street Bank & Trust .........   $ 91,607      7.5%    $ 48,865     4.0%      $ 61,801      5.0%

As of December 31, 2003:
  Total capital
    (to risk-weighted assets)
    Consolidated .....................   $118,821     14.5%    $ 65,654     8.0%                     N/A
    BankIllinois .....................   $ 60,520     11.9%    $ 40,801     8.0%      $ 51,001     10.0%
    The First National Bank of Decatur   $ 35,333     12.1%    $ 23,430     8.0%      $ 29,288     10.0%
  Tier I capital
    (to risk-weighted assets)
    Consolidated .....................   $109,035     13.3%    $ 32,827     4.0%                     N/A
    BankIllinois .....................   $ 54,460     10.7%    $ 20,401     4.0%      $ 30,601      6.0%
   The First National Bank of Decatur    $ 31,670     10.8%    $ 11,715     4.0%      $ 17,573      6.0%
  Tier I capital
    (to average assets)
    Consolidated .....................   $109,035      9.6%    $ 45,336     4.0%                     N/A
    BankIllinois .....................   $ 54,460      7.9%    $ 27,638     4.0%      $ 34,547      5.0%
    The First National Bank of Decatur   $ 31,670      7.4%    $ 17,215     4.0%      $ 21,519      5.0%
</TABLE>

19. Bank Acquisition

On November 8, 2004, the Company  announced its intent to acquire Citizens First
Financial, parent company of Citizens Savings Bank in Bloomington,  Illinois for
a total cost of approximately  $61.6 million of which 50% will be in the form of
cash and 50% will be in the form of common stock of the Company. As of September
30, 2004,  Citizens First Financial had consolidated assets of $327.103 million,
consolidated  total deposits of $231.416 million and consolidated  stockholders'
equity of $34.213  million.  The  acquisition is expected to close in the second
quarter of 2005, pending approval from Citizen's shareholders and all applicable
regulatory agencies.

                                       61
<PAGE>

Item 9. Changes in and Disagreements on Accounting and Financial Disclosure

None.

Item 9a. Controls and Procedures

A. Disclosure Controls

An evaluation was performed under the supervision and with the  participation of
the  Company's  management,  including  the Chief  Executive  Officer  and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls  and  procedures  (as defined in Rule  13a-15(e)
promulgated  under the  Securities  and Exchange Act of 1934,  as amended) as of
December 31, 2004. Based on that evaluation, the Company's management, including
the Chief  Executive  Officer and Chief  Financial  Officer,  concluded that the
Company's disclosure controls and procedures were effective.  There have been no
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls.

B. Management's Report on Internal Control Over Financial Reporting

The  Company's  management  is  responsible  for  establishing  and  maintaining
adequate  internal  control over financial  reporting,  as defined in Rule 13a -
15(f) under the Securities  Exchange Act of 1934. The Company's internal control
over  financial  reporting is a process  designed  under the  supervision of the
Company's  principal  executive  and  principal  financial  officers  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of  the  Company's  financial  statements  for  external  reporting
purposes in accordance with U.S. generally accepted accounting principles.

As of December 31, 2004,  management assessed the effectiveness of the Company's
internal control over financial reporting based on the framework  established in
"Internal Control - Integrated  Framework" issued by the Committee of Sponsoring
Organizations  of the  Treadway  Commission  (COSO).  Based on this  evaluation,
management has  determined  that the Company's  internal  control over financial
reporting was effective as of December 31, 2004.

McGladrey & Pullen, LLP, the independent  registered public accounting firm that
audited the  consolidated  financial  statements of the Company included in this
Annual Report on Form 10-K,  has issued an  attestation  report on  management's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December  31,  2004.  The report,  which  expresses  unqualified
opinions on management's  assessment and on the  effectiveness  of the Company's
internal  control over financial  reporting as of December 31, 2004, is included
in this Form 10-K.

                                       62
<PAGE>

Report of Independent Registered Public Accounting Firm



To the Board of Directors
Main Street Trust, Inc.
Champaign, Illinois

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Report on Internal  Control Over  Financial  Reporting,  that Main
Street  Trust,  Inc.  maintained   effective  internal  control  over  financial
reporting  as of December 31, 2004,  based on criteria  established  in Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the Treadway  Commission  (COSO).  Main Street  Trust,  Inc.'s
management  is  responsible  for  maintaining  effective  internal  control over
financial  reporting  and for its  assessment of the  effectiveness  of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion on the  effectiveness  of the Company's
internal control over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A Company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with accounting principles generally accepted in the United States of America. A
Company's internal control over financial  reporting includes those policies and
procedures  that (1) pertain to the  maintenance  of records that, in reasonable
detail,  accurately and fairly reflect the  transactions and dispositions of the
assets of the company;  (2) provide  reasonable  assurance that transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
accordance with accounting principles generally accepted in the United States of
America,  and that receipts and  expenditures of the company are being made only
in accordance  with  authorizations  of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion,  management's assessment that Main Street Trust, Inc. maintained
effective internal control over financial  reporting as of December 31, 2004, is
fairly  stated,  in all  material  respects,  based on criteria  established  in
Internal  Control--Integrated  Framework  issued by the  Committee of Sponsoring
Organizations  of the Treadway  Commission  (COSO).  Also in our  opinion,  Main
Street Trust, Inc.  maintained,  in all material  respects,  effective  internal
control over  financial  reporting  as of December  31, 2004,  based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of
Main Street Trust,  Inc. and  subsidiaries  as of December 31, 2004 and 2003 and
the related consolidated  statements of income, changes in shareholders' equity,
and cash flows for each of the three years in the period ended December 31, 2004
and our report dated February 11, 2005, expressed an unqualified opinion.


/s/  McGladrey & Pullen, LLP


Champaign, Illinois
February 11, 2005

                                       63
<PAGE>

Item 9b. Other Information

None.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The  information  in the  Company's  2005  Proxy  Statement  under  the  caption
"Election of  Directors"  and under the caption  "Security  Ownership of Certain
Beneficial Owners and Management" is incorporated by reference.  The information
regarding  executive  officers not provided in the 2005 Proxy Statement is noted
below.

Executive Officers

The term of office for the executive officers of the Company is from the date of
election until the next annual organizational meeting of the Board of Directors.
In addition to the information  provided in the 2005 Proxy Statement,  the names
and ages of the  executive  officers of the Company as of December 31, 2004,  as
well as the offices of the Company and the  Subsidiaries  held by these officers
on that date,  and principal  occupations  for the past five years are set forth
below.
<TABLE>

Name                    Position with Main Street, its subsidiaries
(Age)                   and occupation for the last five years
-----------------------------------------------------------------------------------------
<S>                     <C>
Paul C. Donohue         Executive Vice President of Sales & Marketing for Main
(Age 41)                Street and Main Street Bank & Trust; General Manager,
                        WSMH-TV, Flint, MI (2003-2004); Station Manager,
                        WICD-TV, Champaign, IL (2001-2003); General Manager, WETM-TV,
                        Elmira, NY (2000-2001)

Donna R. Greene         Executive Vice President of Main Street and President
(Age 51)                of Main Street Bank & Trust Wealth Management; Senior Vice
                        President and Certified Financial Planner with First Busey
                        Securities, Inc. (1998-2004)

Leanne C. Heacock       Executive Vice President, Management Information Systems,
(Age 39)                Main Street and Main Street Bank & Trust and Director of
                        FirsTech; Executive Vice President, Management Information
                        Systems, BankIllinois and The First National Bank of Decatur
                        (2001-2002); Executive Vice President, Management Information
                        Systems, BankIllinois (1999-2001)

Robert F. Plecki, Jr.   Executive Vice President of Main Street and
(Age 44)                President of Main Street Bank & Trust, Champaign Region;
                        President and Director of BankIllinois (2001-2004); Executive
                        Vice President, Retail Banking, BankIllinois (1998-2001)

Christopher M. Shroyer  Executive Vice President of Main Street and
(Age 39)                President of Main Street Bank & Trust, Decatur Region;
                        President, Chief Executive Officer and Director of The First
                        National Bank of Decatur (2001-2004); Executive Vice President,
                        Lending, The First National Bank of Decatur (2000-2001); Senior
                        Vice President, Lending, The First National Bank of Decatur
                        (1999-2000)

David B. White          Executive Vice President and Chief Financial
(Age 53)                Officer of Main Street and Main Street Bank & Trust and Director
                        of FirsTech; Executive Vice President and Chief Financial Officer
                        of BankIllinois Financial and BankIllinois (1993-2000)

Phillip C. Wise         Executive Vice President of Main Street and Main Street
(Age 66)                Bank & Trust and Chairman of FirsTech; Director and Executive
                        Vice President of Main Street and Chairman of the
                        Board of The First National Bank of Decatur (2001-2004);
                        Director and Executive Vice President of Main Street and Director
                        and President of The First National Bank of Decatur (2000-2001);
                        Director and President of First Decatur Bancshares and The First
                        National Bank of Decatur (1999-2000)
</TABLE>

                                       64
<PAGE>

Section 16(a) Beneficial Ownership Compliance

Section  16(a) of the  Securities  Exchange  Act  requires  that the  directors,
executive  officers  and persons who own more than 10% of our common  stock file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  These  persons  are also  required to furnish us with copies of all
Section 16(a) forms they file.  Based solely on our review of the copies of such
forms  furnished  to  us  and  representations  made  by  any  reporting  person
concerning  whether a Form 5 was required to be filed for 2004, we are not aware
of any failures to comply with the filing  requirements  of Section 16(a) during
2004  except for Mr.  Shapland,  who filed a Form 4 one day late  reporting  the
exercise of 4,630 shares.

Item 11. Executive Compensation

The  information  in the 2005  Proxy  Statement  under  the  caption  "Executive
Compensation" is incorporated by reference.

Item 12. Security Ownership Of Certain Beneficial Owners And Management

The  information  in the  2005  Proxy  Statement  under  the  caption  "Security
Ownership  of Certain  Beneficial  Owners and  Management"  is  incorporated  by
reference.

Equity Compensation Plan Information

The table below sets forth the following information as of December 31, 2004 for
(i) all compensation plans previously  approved by our shareholders and (ii) all
compensation plans not previously approved by our shareholders:

(a)  the number of  securities  to be issued upon the  exercise  of  outstanding
     options, warrants and rights;

(b)  the weighted-average  exercise price of such outstanding options,  warrants
     and rights;

(c)  other than  securities  to be issued upon the exercise of such  outstanding
     options,  warrants and rights, the number of securities remaining available
     for future issuance under the plans.

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
                                      EQUITY COMPENSATION PLAN INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
                                      Number of Securities to Be
                                        Issued Upon Exercise of      Weighted-Average Exercise       Number of Securities Remaining
          Plan Category                  Outstanding Options        Price of Outstanding Options     Available for Future Issuance
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                           <C>                              <C>
Equity compensation plans approved
by security holders...............               661,465(1)                       $22.11                          1,450,282
                                      ----------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders......                       --                           --                                 --
                                      ----------------------------------------------------------------------------------------------
Total.............................               661,465(1)                       $22.11                          1,450,282
                                      ==============================================================================================
<FN>
(1)  Does not include  options assumed by the Company in 2000 in connection with
     the merger of First Decatur  Bancshares,  Inc. and  BankIllinois  Financial
     Corporation  with and into the  Company.  At the time of the merger,  there
     were options issued under the Central Illinois Financial  Corporation Stock
     Option  Plan,   BankIllinois  Financial  Co.  1994  Stock  Incentive  Plan,
     BankIllinois  Financial Corporation 1996 Stock Incentive Plan and the First
     Decatur  Bancshares,  Inc.  Employee  Stock Option Plan,  each of which was
     approved by  stockholders  of the  respective  company at the time of their
     adoption.  All of the options granted under these plans fully vested at the
     time of the merger and no additional options were available for grant after
     the merger.  As of December  31,  2004,  there were no options  outstanding
     under the prior plans.
</FN>
</TABLE>

Item 13. Certain Relationships And Related Transactions

The information in the 2005 Proxy Statement under the caption "Transactions with
Management" is incorporated by reference.

Item 14.  Principal Accountant Fees and Services

The  information  in the 2005 Proxy  Statement  under the  caption  "Independent
Registered Public Accounting Firm" is incorporated by reference.

                                       65
<PAGE>

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Index to Financial Statements

       See page 34.

(a)(2) Financial Statement Schedules

       N/A

(a)(3) Schedule of Exhibits

       The Exhibit Index which  immediately  follows the signature  page to this
       Form 10-K is incorporated by reference.

(b)    Exhibits

       The exhibits  required to be filed with this Form 10-K are included  with
       this Form 10-K and are located immediately following the Exhibit Index to
       this Form 10-K.

                                       66
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on March 15, 2005.


By:  /s/ Van A. Dukeman                        By:  /s/ David B. White
     ---------------------------                    ----------------------------
     Van A. Dukeman                                 David B. White
     President, CEO and Director                    Executive Vice President and
                                                    Principal Financial and
                                                    Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated on March 15, 2005.


/s/ Gregory B. Lykins
----------------------------------
Gregory B. Lykins                                    Chairman and Director

/s/ Van A. Dukeman
----------------------------------
Van A. Dukeman                                       President, CEO and Director

/s/ David J. Downey
----------------------------------
David J. Downey                                      Director

/s/ Larry D. Haab
----------------------------------
Larry D. Haab                                        Director

/s/ Frederic L. Kenney
----------------------------------
Frederic L. Kenney                                   Director

/s/ August C. Meyer, Jr.
----------------------------------
August C. Meyer, Jr.                                 Director

/s/ Gene A. Salmon
----------------------------------
Gene A. Salmon                                       Director

/s/ George T. Shapland
----------------------------------
George T. Shapland                                   Director

/s/ Thomas G. Sloan
----------------------------------
Thomas G. Sloan                                      Director

/s/ H. Gale Zacheis
----------------------------------
H. Gale Zacheis                                      Director

                                       67
<PAGE>

                             MAIN STREET TRUST, INC.

                                  EXHIBIT INDEX
                                       TO
                           ANNUAL REPORT ON FORM 10-K

<TABLE>
                                                        Incorporated
 Exhibit No.           Description                       Herein by                     Filed
                                                        Reference To                  Herewith
--------------------------------------------------------------------------------------------------
<S>            <C>                          <C>                                     <C>
     3.1       Amended and Restated         Exhibit 3.1 to the Form S-4 filed
               Articles of Incorporation    with the Commission on November 30,
                                            1999 (SEC File No. 33-91759)

     3.2       Bylaws                       Exhibit 3.2 to the Form S-4 filed
                                            with the Commission on November 30,
                                            1999 (SEC File No. 33-91759)

     4.1       Specimen common stock        Exhibit 4.1 to the Form 10-K filed
               certificate                  with the Commission on March 30,
                                            2001 (SEC File No.000-30031)

     4.2       Second Amended and           Exhibit 4.2 to the Form 10-K filed
               Restated Shareholders'       with the Commission on March 30,
               Agreement, dated as of       2001 (SEC File No. 000-30031)
               November 1, 2000

    10.1       Employment Agreement by      Exhibit 10.1 to the Form 10-K filed
               and between the Company      with the Commission on March 29,
               and Gregory B. Lykins        2002 (SEC File No. 000-30031)

    10.2       Employment Agreement by      Exhibit 10.2 to the Form 10-K filed
               and between the Company      with the Commission on March 29,
               and Van A. Dukeman           2002 (SEC File No. 000-30031)

    10.3       Employment Agreement by      Exhibit 10.5 to the Registration
               and between the Company      Statement on Form S-4 filed with
               and David B. White           the Commission on March 15, 1996,
                                            as amended (SEC File No. 33-90342)

    10.4       Employment Agreement by      Exhibit 10.4 to the Form 10-K filed
               and between the Company,     with the Commission on March 29,
               FirsTech, Inc. and Phillip   2002 (SEC File No. 000-30031)
               C. Wise

    10.5       Employment Agreement by      Exhibit 10.5 to the Form 10-K filed
               and between The First        with the Commission on March 24,
               National Bank of Decatur     2003 (SEC File No. 000-30031)
               and Chris Shroyer

    10.6       Employment Agreement by      Exhibit 10.6 to the Form 10-K filed
               and between the Company      with the Commission on March 15,
               and Robert F. Plecki         2004 (SEC File No. 000-30031)

    10.7       Employment Agreement by                                                   X
               and between the Company
               and Paul E. Donohue

    10.8       Employment Agreement by                                                   X
               and between the Company
               and Donna R. Greene

    10.9       Main Street Trust, Inc.      Exhibit 10.1 to the Form S-8 filed
               2000 Stock Incentive Plan    with the Commission on November 29,
                                            2000 (SEC File No. 333-50890)

    10.10      Main Street Trust, Inc.                                                   X
               2000 Stock Incentive Plan
               Director Stock Option
               Agreement

    10.11      Main Street Trust, Inc.                                                   X
               2000 Stock Incentive Plan
               Employee Stock Option
               Agreement

                                       68
<PAGE>

    10.12      Main Street Trust, Inc.                                                   X
               Summary of Director
               Compensation

    21.1       Subsidiaries of the                                                       X
               Registrant

    23.1       Consent of McGladrey &                                                    X
               Pullen, LLP

    31.1       Certification of Chief                                                    X
               Executive Officer Pursuant
               to Rule 13a-14(a)/15d-14(a)

    31.2       Certification of Chief                                                    X
               Financial Officer Pursuant
               to Rule 13a-14(a)/15d-14(a)

    32.1       Certification of Chief                                                    X
               Executive Officer Pursuant
               to 18 U.S.C. Section 1350,
               as adopted Pursuant to
               Section 906 of the
               Sarbanes-Oxley Act of 2002

    32.2       Certification of Chief                                                    X
               Executive Officer Pursuant
               to 18 U.S.C. Section 1350,
               as adopted Pursuant to
               Section 906 of the
               Sarbanes-Oxley Act of 2002
</TABLE>

                                       69