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, 2006

                        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 Each 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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

                                                      Yes            No     X
                                                           ------        ------

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.

                                                      Yes            No     X
                                                           ------        ------

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.
               -----

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer     Accelerated filer   X    Non-accelerated filer
                        ---                    ---                          ---

Indicate by check mark whether the registrant is a shell company (as defined by
Exchange Act Rule 12b-2).

                                                      Yes            No     X
                                                           ------        ------
                                       1
<PAGE>

As of March 6, 2007, the Registrant had issued and outstanding 10,033,986 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,
2006, the last business day of the registrant's  most recently  completed second
fiscal quarter, was approximately $211,790,078*.

*    Based on the last  reported  price  ($30.50)  of an actual  transaction  in
     Registrant's  Common  Stock on June 30,  2006,  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 Stock.


Documents Incorporated By Reference

None.

                                       2

<PAGE>



                             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 1a.  Risk Factors                                                        11

Item 1b.  Unresolved Staff Comments                                           16

Item 2.   Properties                                                          16

Item 3.   Legal Proceedings                                                   16

Item 4.   Submission of Matters to a Vote of Security Holders                 16

                                     Part II

Item 5.   Market for Registrant's Common Equity and
          Related Shareholder Matters                                         17

Item 6.   Selected Consolidated Financial Data                                18

Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                       19

Item 7a.  Quantitative and Qualitative Disclosures about Market Risk          40

Item 8.   Financial Statements and Supplementary Data                         41

Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure                              74

Item 9a.  Controls and Procedures                                             74

Item 9b.  Other Information                                                   76



                                    Part III

Item 10.  Directors, Executive Officers and Corporate Governance              77

Item 11.  Executive Compensation                                              79

Item 12.  Security Ownership of Certain Beneficial Owners
          and Management and Related Shareholder Matters                      94

Item 13.  Certain Relationships and Related Transactions, and
          Director Independence                                               96

Item 14.  Principal Accountant Fees and Services                              97

                                     Part IV

Item 15.  Exhibits and Financial Statement Schedules                          98


                                       3
<PAGE>


                                     PART I

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.

On April 1, 2005, the Company acquired all of the outstanding  stock of Citizens
First  Financial  Corp.  ("Citizens"),  which was the parent company of Citizens
Savings Bank, based in Bloomington, Illinois. The transaction has been accounted
for as a purchase.  The Company  merged  Citizens  Savings Bank into Main Street
Bank & Trust as of the close of business on October 7, 2005.

On September  21,  2006,  the Company  announced  its intent to merge with First
Busey Corporation in Urbana,  Illinois.  The combined company will operate under
the name First Busey  Corporation  and will list its common  stock on the Nasdaq
Global  Select  Market  and trade  under the  symbol  BUSE.  Under  terms of the
agreement,  Main Street  shareholders  will receive shares of First Busey common
stock,  using a fixed  exchange ratio of 1.55 shares of First Busey common stock
for each share of Main Street common stock. As of December 31, 2006, First Busey
Corporation  had  consolidated  assets of  $2.510  billion,  consolidated  total
deposits of $2.015  billion  and  consolidated  stockholders  equity of $185.274
million.  At separate  special  meetings  of their  respective  shareholders  on
February 28, 2007, a majority of the shareholders of Main Street and First Busey
voted to approve the merger. The merger is still subject to regulatory  approval
and other  customary  conditions.  The  transaction  is expected to be completed
during  the  second  quarter of 2007.  Following  the merger of the two  holding
companies,  it will be  their  intent  to  merge  their  Illinois-based  banking
subsidiaries,  Busey Bank and Main  Street  Bank & Trust.  The two banks will be
merged  under Busey Bank's  state  charter,  and the bank name will remain Busey
Bank.

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, 2006,  the
Company had consolidated total assets of $1.537 billion, shareholders' equity of
$150.355  million  and  Wealth   Management   assets  under   administration  of
approximately $2.345 billion.  Substantially all of the income of the Company is
currently derived from dividends  received from the subsidiaries and income from
other  investments.  The amount of these  dividends  is directly  related to the
earnings of the subsidiaries and is subject to various regulatory  restrictions.
See "Regulation and Supervision".

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.

                                       4
<PAGE>

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; online payments processed through a biller's web site, electronic
processing  of payments  delivered  by  customers  to pay agents such as grocery
stores,  convenience  stores and currency  exchanges;  concentration of payments
delivered by the  Automated  Clearing  House  network,  and  payments  processed
through  networks such as Mastercard RPS. For the years ended December 31, 2006,
2005 and 2004,  FirsTech  accounted for $7.7 million (7%), $6.9 million (7%) and
$7.3 million  (10%),  respectively,  of the  consolidated  total revenues of the
Company and  accounted  for $3.1  million  (11%),  $2.6 million  (9%),  and $2.3
million (10%), 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.

Over the past three years, FirsTech's sources of processing revenue have shifted
toward the processing of in-person  payments  through paying agents.  FirsTech's
retail lockbox processing for organizations  provided approximately 19%, 20% and
30% of the total revenue of FirsTech in 2006, 2005 and 2004.  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 2006,
2005 and 2004, the remittance  collection business for these companies accounted
for  approximately  76%,  79% and 69%,  respectively,  of the total  revenue  of
FirsTech.

In June of 2006,  FirsTech  began offering its new Online Bill Pay product which
generated  $123,000  during the remainder of the year.  Management  expects that
this new product  will  generate  new revenue  opportunities  as more  consumers
migrate towards more automated payment options.

FirsTech has leased  office space in Clayton,  Missouri due to the  expansion of
existing customer relationships and the development of new clients. It will also
serve as a back up processing facility.

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.

                                       5
<PAGE>

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.

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.

                                       6
<PAGE>

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  the 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.

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.

                                       7
<PAGE>

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, 2006, 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 unless its net
income available to common  shareholders  over the past year has been sufficient
to fully fund the  dividends  and the  prospective  rate of  earnings  retention
appears consistent with its capital needs, asset quality,  and overall financial
condition.  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.

The Bank

General. The Bank is an  Illinois-chartered  bank, the deposit accounts of which
are   insured  by  the   FDIC's   Deposit   Insurance   Fund   ("DIF").   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 insured  depository  institutions are
assigned to one of four risk assessment  categories  based upon their respective
levels  of  capital,   supervisory  evaluations  and  other  financial  factors.
Institutions  that are  well-capitalized  and exhibit  minimal or no supervisory
weaknesses  pay the  lowest  premium  while  institutions  that  are  less  than
adequately capitalized and considered of substantial supervisory concern pay the
highest premium. An institution's risk-classification is determined by the FDIC.

                                       8
<PAGE>

For the past several years, FDIC insurance  assessments  ranged from 0% to 0.27%
of total  deposits.  Pursuant  to  regulatory  amendments  adopted  by the FDIC,
effective January 1, 2007, insurance  assessments will range from 0.05% to 0.43%
of total  deposits  (unless  subsequently  adjusted  by the FDIC).  FDIC-insured
institutions  that  were in  existence  as of  December  31,  1996,  and paid an
FDIC-insurance assessment prior to that date ("eligible institutions"),  as well
as successors to eligible institutions, will be entitled to a credit that may be
applied to offset  insurance  premium  assessments  due for  assessment  periods
beginning on and after January 1, 2007. The amount of an eligible  institution's
assessment  credit will be equal to the  institution's  pro rata share (based on
its  assessment  base as of December  31,  1996,  as  compared to the  aggregate
assessment  base of all  eligible  institutions  as of December 31, 1996) of the
aggregate  amount the FDIC would have  collected if it had imposed an assessment
of 10.5 basis points on the combined assessment base of all institutions insured
by the FDIC as of December 31, 2001.  Subject to certain statutory  limitations,
an institution's  assessment  credit may be applied to offset the full amount of
premiums  assessed  in  2007,  but may not be  applied  to more  than 90% of the
premiums  assessed in 2008,  2009 or 2010.  The FDIC will track the amount of an
institution's  assessment credit and automatically apply it to the institution's
premium assessment to the maximum extent permitted by federal law.

FICO  Assessments.  The  Financing  Corporation  ("FICO")  is a  mixed-ownership
governmental  corporation  chartered by the former  Federal Home Loan Bank Board
pursuant to the Federal Savings and Loan Insurance Corporation  Recapitalization
Act of 1987 to function as a financing vehicle for the  recapitalization  of the
former  Federal  Savings and Loan  Insurance  Corporation.  FICO issued  30-year
non-callable  bonds of  approximately  $8.2 billion  that mature by 2019.  Since
1996,  federal  legislation  has  required  that  all  FDIC-insured   depository
institutions  pay assessments to cover interest  payments on FICO's  outstanding
obligations.  These FICO  assessments are in addition to amounts assessed by the
FDIC for deposit  insurance.  During the year ended  December 31, 2006, the FICO
assessment rate was approximately 0.01% of deposits.

Supervisory  Assessments.  All Illinois  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.  During the year ended  December 31, 2006,  the Bank paid  supervisory
assessments to the DFPR totaling $164,000.

Capital Requirements. Banks are generally required to maintain capital levels in
excess of other  businesses.  The FDIC has  established  the  following  minimum
capital  standards for insured state non-member  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%. In general,
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.

                                       9
<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, 2006:  (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  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, 2006. As of December
31, 2006, approximately $53.368 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 it
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 any 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.

                                       10
<PAGE>

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.

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 the laws of which expressly 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  transaction   accounts   (primarily  NOW  and  regular  checking
accounts),  as follows:  for transaction  accounts  aggregating $45.8 million or
less,  the reserve  requirement  is 3% of total  transaction  accounts;  and for
transaction  accounts  aggregating  in  excess  of $45.8  million,  the  reserve
requirement  is  $1.119  million  plus  10% of the  aggregate  amount  of  total
transaction  accounts  in excess of $45.8  million.  The first  $8.5  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 Subsidiary is in compliance with the foregoing requirements.

F. Employees

The Company had a total of 491 employees at December 31, 2006, consisting of 399
full-time  employees  and 92  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 good.

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 1A. Risk Factors

In  addition  to the other  information  in this  Annual  Report  on Form  10-K,
shareholders or prospective  investors should  carefully  consider the following
risk factors:

Our business is  concentrated  in and dependent  upon the  continued  growth and
welfare of central Illinois.

                                       11
<PAGE>

We operate primarily in central Illinois, with branch locations in eight central
Illinois communities including our headquarters located in Champaign,  Illinois.
As a result, our financial  condition,  results of operations and cash flows are
subject to changes  in the  economic  conditions  in  central  Illinois  and our
success depends upon the business activity,  population, income levels, deposits
and real estate  activity in this area.  Although  our  customers'  business and
financial  interests may extend well beyond central  Illinois,  adverse economic
conditions  that  affect  this area could  reduce our  growth  rate,  affect the
ability of our  customers  to repay their loans to us and  generally  affect our
financial  condition  and  results  of  operations.  Because  of our  geographic
concentration,  we are less able  than  other  regional  or  national  financial
institutions to diversify our credit risks across multiple markets.

Failure to  complete  the  proposed  merger with First Busey may have an adverse
effect on the Company.

There can be no assurance  that the conditions to the completion of the proposed
merger with First Busey will be satisfied.  Consummation  of the proposed merger
is subject to the receipt of required regulatory  approvals and the satisfaction
of other customary closing  conditions.  In connection with the proposed merger,
the Company is subject to several risks, including the following:

     o    The current price of the  Company's  common stock may reflect a market
          assumption  that the  proposed  merger  will close.   If the  proposed
          merger is not  consummated,  the  stock  price  may  retreat  from its
          current trading range.

     o    Certain  costs  relating  to the  proposed  merger,  including  legal,
          accounting and other fees, are payable  by the Company  whether or not
          the proposed merger is completed.

     o    Under  circumstances set out in the agreement and plan of merger, upon
          termination  under  specified  circumstances  related  to a  competing
          acquisition proposal,  the Company may be required  to pay First Busey
          a termination fee of between $7.5 million and $15 million.

Obtaining  required  approvals and  satisfying  closing  conditions may delay or
prevent completion of the proposed merger.

Completion  of the  proposed  merger  is  conditioned  upon the  receipt  of all
material  governmental  authorizations,   consents,  orders  and  approvals.  No
assurance can be given that the required consents and approvals will be obtained
or that the required  conditions to closing will be satisfied,  and, if all such
consents and  approvals  are  obtained  and the  conditions  are  satisfied,  no
assurance can be given as to the terms,  conditions  and timing of the approvals
or that  they will  satisfy  the terms of the  merger  agreement.  The terms and
conditions of such consents, orders and approvals may require the divestiture of
certain  assets or  operations  of the combined  company  following the proposed
merger or may impose  other  conditions  that  affect the  future  business  and
operations of the combined company.

Uncertainties  associated with the proposed merger may cause a loss of employees
and may otherwise affect the Company's future business and operations.

Current and  prospective  employees  of the Company may  experience  uncertainty
about their roles with the combined company following the proposed merger.  This
may  adversely  affect  the  ability of the  Company  to attract  and retain key
management,  sales,  marketing,  technical and other personnel. In addition, key
employees  may  depart  because  of  issues  relating  to  the  uncertainty  and
difficulty of  integration  or a desire not to remain with the combined  company
following the proposed merger.  Accordingly,  no assurance can be given that the
combined  company will be able to attract or retain key employees of the Company
to the same extent that it has been able to attract or retain  employees  in the
past.

We may experience difficulties in managing our growth and our growth strategy
involves risks that may negatively impact our net income.

As part of our general  strategy,  we may acquire  banks and related  businesses
that we believe provide a strategic fit with our business. To the extent that we
grow  through  acquisitions,  we  cannot  assure  you  that  we  will be able to
adequately  and  profitably  manage  this  growth.  Acquiring  other  banks  and
businesses will involve risks commonly associated with acquisitions, including:

     o    potential  exposure to unknown or contingent  liabilities of banks and
          businesses we acquire;
     o    exposure to potential  asset  quality  issues of the acquired  bank or
          related business;
     o    difficulty and expense of integrating  the operations and personnel of
          banks and businesses we acquire;
     o    potential disruption to our business;
     o    potential diversion of our management's time and attention; and
     o    the  possible  loss of key  employees  and  customers of the banks and
          businesses we acquire.

                                       12
<PAGE>
In  addition  to  acquisitions,  we may expand into  additional  communities  or
attempt to strengthen our position in our current markets by undertaking de novo
bank formations or branch openings. Generally, it may take several years for new
banking facilities to first achieve operational profitability, due to the impact
of organization and overhead expenses and the start-up phase of generating loans
and  deposits.  To the extent that we undertake  branching  and de novo bank and
business  formations,  we are likely to  continue to  experience  the effects of
higher operating  expenses relative to operating income from the new operations,
which may have an adverse effect on our levels of reported net income, return on
average equity and return on average assets.

Our continued pace of growth may require us to raise  additional  capital in the
future, but that capital may not be available when it is needed.

We are required by federal and state regulatory authorities to maintain adequate
levels of capital to support our  operations.  We  anticipate  that our existing
capital  resources  will satisfy our capital  requirements  for the  foreseeable
future.  However,  we may at some  point  need to raise  additional  capital  to
support continued growth, both internally and through acquisitions.  Our ability
to raise additional capital, if needed, will depend on conditions in the capital
markets  at that time,  which are  outside  our  control,  and on our  financial
performance.  Accordingly,  we  cannot  assure  you  of  our  ability  to  raise
additional  capital  if needed  on terms  acceptable  to us. If we cannot  raise
additional  capital when needed,  our ability to further  expand our  operations
through internal growth and acquisitions could be materially impaired.

We face intense  competition  in all phases of our business from other banks and
financial institutions.

As  described  in the  business  section  of this Form  10-K,  the  banking  and
financial services business in our market is highly competitive. Our competitors
include  large  regional  banks,   local  community  banks,   savings  and  loan
associations,  securities and brokerage companies, mortgage companies, insurance
companies, finance companies, money market mutual funds, credit unions and other
non-bank  financial service providers.  Increased  competition in our market may
result in a decrease in the amounts of our loans and deposits,  reduced  spreads
between  loan rates and deposit  rates or loan terms that are more  favorable to
the borrower.  Any of these results could have a material  adverse effect on our
ability to grow and remain  profitable.  If increased  competition  causes us to
significantly  discount  the  interest  rates we offer on loans or increase  the
amount we pay on deposits,  our net interest income could be adversely impacted.
If increased competition causes us to relax our underwriting standards, we could
be exposed to higher losses from lending activities.  Additionally,  many of our
competitors  are much larger in total  assets and  capitalization,  have greater
access to capital  markets and offer a broader range of financial  services than
we can offer.

Interest rates and other conditions impact our results of operations.

Our profitability is in part a function of the spread between the interest rates
earned on  investments  and loans and the  interest  rates paid on deposits  and
other  interest-bearing  liabilities.  Like most banking  institutions,  our net
interest spread and margin will be affected by general  economic  conditions and
other factors, including fiscal and monetary policies of the federal government,
that  influence  market  interest rates and our ability to respond to changes in
such rates. At any given time, our assets and liabilities will be such that they
are affected  differently by a given change in interest rates.  As a result,  an
increase or decrease in rates, the length of loan terms or the mix of adjustable
and fixed rate loans in our portfolio  could have a positive or negative  effect
on our net income,  capital and liquidity.  We measure  interest rate risk under
various rate scenarios and using specific criteria and assumptions. A summary of
this process is presented under "Interest Rate Sensitivity"  included under Item
7 of Part II of this  Form  10-K.  Although  we  believe  our  current  level of
interest rate  sensitivity is reasonable and  effectively  managed,  significant
fluctuations  in  interest  rates may have an  adverse  effect on our  business,
financial condition and results of operations.

Commercial,  financial and agricultural  loans make up a significant  portion of
our loan portfolio.

Commercial,   financial  and  agricultural  loans  were  $312.873  million,   or
approximately  31.2% of our total loan portfolio as of December 31, 2006.  These
loans are primarily made based on the  identified  cash flow of the borrower and
secondarily on the underlying  collateral provided by the borrower.  Most often,
this  collateral is accounts  receivable,  inventory,  machinery or real estate.
Credit  support  provided  by the  borrower  for  most of  these  loans  and the
probability of repayment is based on the  liquidation of the pledged  collateral
and enforcement of a personal guarantee, if any exists. As a result, in the case
of loans  secured by  accounts  receivable,  the  availability  of funds for the
repayment  of these loans may be  substantially  dependent on the ability of the
borrower to collect  amounts due from its  customers.  The  collateral  securing
other loans may  depreciate  over time,  may be  difficult  to appraise  and may
fluctuate in value based on the success of the business.

Our loan portfolio has a large  concentration  of commercial  real estate loans,
which involve risks specific to real estate value.

                                       13
<PAGE>

Commercial real estate lending is a large portion of our loan  portfolio.  These
categories  were $484.003  million,  or 48.3% of our total loan  portfolio as of
December 31, 2006.  The market value of real estate can fluctuate  significantly
in a short  period of time as a result of market  conditions  in the  geographic
area in which the real estate is located. Although a significant portion of such
loans are  secured by real  estate as a secondary  form of  collateral,  adverse
developments  affecting  real estate  values in one or more of our markets could
increase the credit risk associated with our loan portfolio.  Additionally, real
estate  lending  typically  involves  higher  loan  principal  amounts  and  the
repayment of the loans  generally is  dependent,  in large part,  on  sufficient
income from the properties  securing the loans to cover  operating  expenses and
debt service. Economic events or governmental regulations outside of the control
of the  borrower  or lender  could  negatively  impact the future  cash flow and
market values of the affected properties.

If the loans that are  collateralized  by real estate become  troubled  during a
time when market  conditions are declining or have declined,  then we may not be
able to  realize  the  amount of  security  that we  anticipated  at the time of
originating  the loan,  which could cause us to increase our  provision for loan
losses and adversely affect our operating results and financial condition.

Our  construction  loans are based upon estimates of costs and value  associated
with the complete  project.  These  estimates  may be  inaccurate  and we may be
exposed to more losses on these projects than on other loans.

At December  31,  2006,  construction  loans,  including  land  acquisition  and
development, totaled $123.350 million, or approximately 12.3%, of our total loan
portfolio.  These loans are included  primarily in our commercial  financial and
agricultural,  and  commercial  real estate  portfolios.  Construction  and land
acquisition and development  lending involve  additional risks because funds are
advanced upon the security of the project,  which is of uncertain value prior to
its completion. Because of the uncertainties inherent in estimating construction
costs,  as well as the market value of the completed  project and the effects of
governmental regulation of real property, it is relatively difficult to evaluate
accurately  the total  funds  required  to  complete a project  and the  related
loan-to-value  ratio. As a result,  commercial  construction loans often involve
the disbursement of substantial funds with repayment dependent,  in part, on the
success of the ultimate project and the ability of the borrower to sell or lease
the  property,  rather than the ability of the  borrower or  guarantor  to repay
principal and interest.  If our appraisal of the value of the completed  project
proves to be overstated,  we may have  inadequate  security for the repayment of
the loan upon completion of construction of the project.

Our concentration of one-to-four family residential mortgage loans may result in
lower yields and profitability.

One-to-four  family residential  mortgage loans comprised  $127.200 million,  or
approximately  12.7%,  of our loan and lease portfolio at December 31, 2006, and
are secured primarily by properties located in the counties of Champaign, Macon,
Shelby, Tazewell, McLean, Livingston, and contiguous counties. Our concentration
of these loans  results in lower  yields and lower  profitability  for us. These
loans  are  generally  made  on the  basis  of the  borrower's  ability  to make
repayments from his or her employment and the value of the property securing the
loan.  The market value of real estate can  fluctuate  significantly  in a short
period of time as a result of market  conditions in the geographic area in which
the real estate is located. Adverse developments affecting real estate values in
one or more of our markets could  increase the credit risk  associated  with our
loan portfolio.

If the loans that are  collateralized  by real estate become  troubled  during a
time when market  conditions are declining or have declined,  then we may not be
able to  realize  the  amount of  security  that we  anticipated  at the time of
originating  the loan,  which could cause us to increase our  provision for loan
losses and adversely affect our operating results and financial condition.

Our allowance for loan losses may prove to be insufficient  to absorb  potential
losses in our loan portfolio.

Our management  establishes  our allowance for loan losses and maintains it at a
level  considered  adequate  to absorb  loan  losses  that are  inherent  in the
portfolio.  The  allowance  for  loan  losses  is a  material  estimate  that is
particularly  susceptible  to  significant  changes in the near term relating to
economic,  operating and other conditions,  including changes in interest rates,
which may be beyond our control,  and such losses may exceed current  estimates.
At December 31, 2006,  our  allowance  for loan losses as a percentage  of total
loans  was  1.44%  and  as  a  percentage  of  total  non-performing  loans  was
approximately  175.8%.  Although management believes that the allowance for loan
losses is adequate to absorb probable losses inherent in the loan portfolio,  we
cannot  predict loan losses with  certainty,  and we cannot  assure you that our
allowance  for loan losses will prove  sufficient to cover actual loan losses in
the  future.  Loan losses in excess of our  reserves  may  adversely  affect our
business, financial condition and results of operations.

                                       14
<PAGE>

Our community  banking  strategy relies heavily on our management  team, and the
unexpected loss of key managers may adversely affect our operations.

Much of our  success  to date has been  influenced  strongly  by our  ability to
attract and to retain  senior  management  experienced  in banking and financial
services and familiar with the  communities  in our market area.  Our ability to
retain executive  officers,  the current  management teams,  branch managers and
loan  officers  will  continue  to be  important,  both  prior to and  after the
proposed  merger  with First  Busey,  to the  successful  implementation  of our
strategy.  It is also critical,  as we grow, both prior to and after the propose
merger with First Busey, to be able to attract and retain  qualified  additional
management  and loan  officers  with the  appropriate  level of  experience  and
knowledge  about our market  area to  implement  our  community-based  operating
strategy.  The unexpected loss of services of any key management  personnel,  or
the  inability to recruit and retain  qualified  personnel in the future,  could
have an adverse  effect on our  business,  financial  condition  and  results of
operations.

Government regulation can result in limitations on our operations.

We operate in a highly regulated  environment and are subject to supervision and
regulation by a number of governmental regulatory agencies,  including the Board
of  Governors  of the Federal  Reserve  System,  the Federal  Deposit  Insurance
Corporation,   and  the  Illinois   Department  of  Financial  and  Professional
Regulation.  Regulations adopted by these agencies, which are generally intended
to provide  protection for depositors and customers  rather than for the benefit
of shareholders,  govern a comprehensive  range of matters relating to ownership
and control of our shares,  our  acquisition of other  companies and businesses,
permissible  activities  for us to engage in,  maintenance  of adequate  capital
levels and other aspects of our operations.  These bank regulators possess broad
authority to prevent or remedy unsafe or unsound practices or violations of law.
The laws and regulations  applicable to the banking industry could change at any
time and we cannot  predict the  effects of these  changes on our  business  and
profitability.  Increased  regulation  could increase our cost of compliance and
adversely affect  profitability.  For example, new legislation or regulation may
limit the manner in which we may conduct our business,  including our ability to
offer new products,  obtain financing,  attract deposits, make loans and achieve
satisfactory interest spreads.

We have a  continuing  need  for  technological  change  and we may not have the
resources to effectively implement new technology.

The financial services industry is undergoing rapid  technological  changes with
frequent  introductions  of new  technology-driven  products  and  services.  In
addition to better serving customers,  the effective use of technology increases
efficiency  and  enables  financial  institutions  to reduce  costs.  Our future
success  will  depend  in part  upon our  ability  to  address  the needs of our
customers by using technology to provide products and services that will satisfy
customer demands for convenience as well as to create additional efficiencies in
our  operations  as we continue to grow and expand our market area.  Many of our
larger   competitors  have   substantially   greater   resources  to  invest  in
technological improvements. As a result, they may be able to offer additional or
superior products to those that we will be able to offer,  which would put us at
a competitive  disadvantage.  Accordingly,  we cannot provide you with assurance
that we will be able to effectively implement new technology-driven products and
services  or be  successful  in  marketing  such  products  and  services to our
customers.

We are  subject to certain  operational  risks,  including,  but not limited to,
customer or employee fraud and data processing system failures and errors.

Employee  errors  and  misconduct  could  subject  us  to  financial  losses  or
regulatory  sanctions  and  seriously  harm our  reputation.  Misconduct  by our
employees  could include hiding  unauthorized  activities  from us,  improper or
unauthorized   activities  on  behalf  of  our  customers  or  improper  use  of
confidential  information.  It is not always possible to prevent employee errors
and misconduct,  and the precautions we take to prevent and detect this activity
may not be  effective  in all cases.  Employee  errors  could also subject us to
financial claims for negligence.

We maintain a system of internal  controls  and  insurance  coverage to mitigate
against operational risks,  including data processing system failures and errors
and customer or employee fraud.  Should our internal controls fail to prevent or
detect  an  occurrence,  or if any  resulting  loss is not  insured  or  exceeds
applicable  insurance  limits,  it could have a material  adverse  effect on our
business, financial condition and results of operations.

System failure or breaches of our network security could subject us to increased
operating costs as well as litigation and other liabilities.

                                       15
<PAGE>

The computer  systems and network  infrastructure  we use could be vulnerable to
unforeseen  problems.  Our  operations are dependent upon our ability to protect
our computer  equipment  against damage from physical theft,  fire,  power loss,
telecommunications  failure  or a similar  catastrophic  event,  as well as from
security  breaches,   denial  of  service  attacks,  viruses,  worms  and  other
disruptive  problems  caused by  hackers.  Any damage or failure  that causes an
interruption  in our  operations  could  have a material  adverse  effect on our
financial condition and results of operations.  Computer break-ins, phishing and
other  disruptions  could also jeopardize the security of information  stored in
and transmitted through our computer systems and network  infrastructure,  which
may result in  significant  liability to us and may cause existing and potential
customers to refrain from doing business with us.  Although we, with the help of
third-party  service  providers,   intend  to  continue  to  implement  security
technology and establish  operational  procedures to prevent such damage,  there
can be no  assurance  that  these  security  measures  will  be  successful.  In
addition,  advances in computer  capabilities,  new  discoveries in the field of
cryptography or other developments could result in a compromise or breach of the
algorithms we and our third-party  service  providers use to encrypt and protect
customer  transaction  data. A failure of such  security  measures  could have a
material adverse effect on our financial condition and results of operations.

We must effectively manage our credit risk.

There are risks inherent in making any loan, including risks inherent in dealing
with   individual   borrowers,   risks  of  nonpayment,   risks  resulting  from
uncertainties  as to the future value of  collateral  and risks  resulting  from
changes in economic and industry  conditions.  We attempt to minimize our credit
risk through prudent loan application approval procedures, careful monitoring of
the  concentration  of  our  loans  within  specific   industries  and  periodic
independent  reviews  of  outstanding  loans by our  credit  review  department.
However, we cannot assure you that such approval and monitoring  procedures will
reduce these credit risks.

Item 1B. Unresolved Staff Comments

None.

Item 2.  Properties

The Company and its subsidiaries conduct business in twenty-three locations. The
Company's and the Bank's  headquarters  are located at 100 W. University Ave. in
Champaign,  Illinois.  The  Company  and/or  its  subsidiaries  own the land and
buildings for fifteen  locations and lease eight  locations,  three of which are
located  in  supermarkets.  The  Bank  is in  the  process  of  constructing  an
additional  facility  in  Peoria,  Illinois  and has  contracted  to lease a new
facility  in  Normal,   Illinois  which  would  replace  its  current  location.
Additionally,  FirsTech  has  contracted  to  lease  office  space  in  Clayton,
Missouri.

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 claims
or litigation  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 2006. At a special meeting of its  shareholders  held on February 28,
2007, a majority of the Company's  shareholders voted to approve the merger with
First Busey Corporation.

                                       16
<PAGE>
                                     PART II

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

The Company's common stock was held by approximately  800 shareholders of record
as of March 6, 2007 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
                                        ---------------------------------
2006     First quarter ...........      $  31.50   $   29.25    $   0.23
         Second quarter ..........         31.00       30.00        0.23
         Third quarter ...........         34.45       30.00        0.23
         Fourth quarter ..........         36.00       34.15        0.23

2005     First quarter ...........      $  30.00   $   28.90    $   0.22
         Second quarter ..........         30.00       28.65        0.22
         Third quarter ...........         29.40       28.55        0.22
         Fourth quarter ..........         30.00       29.30        0.22

During the fourth  quarter of 2006 the  Company  declared a $0.25 per share cash
dividend,  which was paid on January 26, 2007. The ability of the Company to pay
dividends  in the  future  will be  primarily  dependent  upon  its  receipt  of
dividends  from the Bank.  Pursuant  to the terms of the  Agreement  and Plan of
Merger  entered into with First  Busey,  the Company is able to make its regular
quarterly dividend up to $0.25 per share per quarter.  Additionally, the Company
must  coordinate  its dividend  payments  with First Busey so that the Company's
shareholders  will not receive  more than one  dividend,  or fail to receive one
dividend,  in any single calendar  quarter.  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
Subsidiaries  - 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.  During the fourth
quarter of 2006,  the  Company  purchased  24,710  shares,  of which  4,863 were
purchased under the Program. The remaining shares purchased were approved by the
Board of Directors on November 21, 2006. The following  table  summarizes  these
transactions:

<TABLE>

-------------------------------------------------------------------------------------------------------
                                       Issuer Purchases of Equity Securities
-------------------------------------------------------------------------------------------------------
                                                                             (c) Total   (d) Maximum
                                                                              Number of    Number
                                                                               Shares     of Shares
                                                                            Purchased as   that May
                                                                              Part of       Yet Be
                                                (a) Total                     Publicly   Purchased
                                                Number of    (b) Average      Announced  Under the
                                                  Shares    Price Paid per    Plans or     Plans or
Period                                          Purchased       Share         Programs    Programs
---------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>             <C>          <C>
October 1 -
October 31, 2006 ......................               --     $       --            --       4,863

November 1 -
November 30, 2006 .....................           24,710     $    34.40         4,863          --

December 1 -
December 31, 2006 .....................               --     $       --            --          --

                                               --------------------------------------------------
Total .................................           24,710     $    34.40         4,863          --
                                               ==================================================
</TABLE>
                                       17
<PAGE>

The graphical presentation omitted herein showed, for the periods indicated, the
Company's common stock total return performance compared to the NASDAQ Composite
and the SNL Midwest Bank Index:

The data points used for the omitted graph were as follows:
<TABLE>

                                                  Period Ending:
--------------------------------------------------------------------------------------------
 Index ................     12/31/01   12/31/02   12/31/03   12/31/04   12/30/05   12/31/06
--------------------------------------------------------------------------------------------
 <S>                         <C>        <C>        <C>        <C>        <C>       <C>
 Main Street Trust, Inc.     100.00     133.23     174.40     167.62     177.80     216.29
 NASDAQ Composite .....      100.00      68.76     103.67     113.16     115.57     127.58
 SNL Midwest Bank Index      100.00      96.47     123.48     139.34     134.26     155.19
</TABLE>


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,  2006.  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,
------------------------------------------------------------------------------------------------------------------------
                                                          2006          2005          2004          2003          2002
                                                                    (dollars in thousands, except per share data)
------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>           <C>           <C>
Interest income ...................................   $   90,759    $   76,992    $   54,805    $   55,686    $   63,363
Interest expense ..................................       41,212        27,479        16,852        16,723        21,717
                                                      ------------------------------------------------------------------
Net interest income ...............................       49,547        49,513        37,953        38,963        41,646
Provision for loan losses .........................        1,800         1,530         1,100         1,470         1,450
                                                      ------------------------------------------------------------------
Net interest income after provision for loan losses       47,747        47,983        36,853        37,493        40,196
Non-interest income ...............................       22,583        20,477        19,847        20,294        18,866
Non-interest expense ..............................       40,948        39,779        33,879        32,341        33,161
Income tax expense ................................       10,145        10,373         8,043         8,841         8,520
                                                      ------------------------------------------------------------------
     Net income ...................................   $   19,237    $   18,308    $   14,778    $   16,605    $   17,381
                                                      ------------------------------------------------------------------
Basic earnings per share ..........................   $     1.91    $     1.82    $     1.56    $     1.62    $     1.61
                                                      ------------------------------------------------------------------
Diluted earnings per share ........................   $     1.88    $     1.80    $     1.54    $     1.60    $     1.60
                                                      ------------------------------------------------------------------
Return on average total assets ....................         1.23%         1.24%         1.22%         1.47%         1.58%
Return on average shareholders' equity ............        13.10%        13.40%        13.08%        12.67%        12.79%
Dividend payout ratio .............................        49.21%        48.90%        54.49%        46.91%        33.54%
Cash dividends declared per common share ..........   $     0.94    $     0.89    $     0.85    $     0.76    $     0.54
                                                      ------------------------------------------------------------------
Total assets ......................................   $1,536,601    $1,625,137    $1,228,118    $1,154,174    $1,122,728
Investment in debt and equity securities ..........      402,695       444,623       358,726       370,726       316,210
Loans held for investment, net ....................      987,485     1,002,927       761,227       666,259       664,142
Deposits ..........................................    1,233,487     1,275,972       974,577       898,472       868,586
Borrowings ........................................      132,800       185,838       126,782       132,978       108,457
Total shareholders' equity ........................      150,355       143,769       113,975       111,450       134,470
Total shareholders' equity to total assets ........        9.78%         8.85%         9.28%         9.66%        11.98%
Average shareholders' equity to average assets ....        9.36%         9.26%         9.34%        11.63%        12.35%
                                                      ------------------------------------------------------------------
</TABLE>

                                       18
<PAGE>

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 2006, 2005
and 2004 for the Company,  including  all  subsidiaries,  and an analysis of the
Company's financial condition at December 31, 2006 compared to December 31, 2005
and at December  31, 2005  compared to December 31, 2004.  This  discussion  and
analysis  should  be  read  in  conjunction  with  the  consolidated   financial
statements and related notes, which begin at page 41 of this report.

Overview

Net income  increased from $18.308  million in 2005 to $19.237  million in 2006,
and diluted  earnings per share  increased  from $1.80 in 2005 to $1.88 in 2006.
The net interest  margin  decreased  during 2006 due, in part, to being somewhat
liability  sensitive in a rising rate  environment.  The Federal  Reserve raised
interest rates four times during the first half of 2006.  Also affecting the net
interest  margin was a decrease of $1.160 million in income from  investments in
venture  capital  funds in 2006  compared to 2005.  Due to the nature of venture
capital  investments,  future results cannot be predicted based on past results.
Loan demand  declined  slightly in 2006 while loan quality  remained  relatively
strong,  with  non-performing  loans as a  percentage  of gross  loans at 0.82%,
compared  to 0.29% in both 2005 and 2004.  Net  income  increased  from  $14.778
million  in 2004 to $18.308  million in 2005,  and  diluted  earnings  per share
increased from $1.54 in 2004 to $1.82 in 2005, due in part to the acquisition of
Citizens  and its  Bloomington,  Illinois  locations  on April 1, 2005.  The net
interest  margin  increased  during  2005 as a result of eight rate hikes by the
Federal  Reserve  during 2005 and an  increase of $1.253  million in income from
investments in venture capital funds in 2005 compared to 2004.

On April 1, 2005, the Company acquired all of the outstanding stock of Citizens.
The  transaction  has been accounted for as a purchase.  Assets and  liabilities
related  to the  acquisition  of  Citizens  are  reported  as of the April  2005
acquisition  date.  Results of operations of Citizens since the acquisition date
have been included in the Company's consolidated financial statements.

On September 21, 2006, the Company announced an intendment to a merger of equals
with First Busey  Corporation  in Urbana,  Illinois.  The combined  company will
operate under the name First Busey Corporation and will list its common stock on
the Nasdaq Global Select Market and trade under the symbol BUSE. Under the terms
of the  Agreement  and Plan of Merger,  Main Street  shareholders  will  receive
shares of First Busey common stock,  using a fixed exchange ratio of 1.55 shares
of First Busey common stock for each share of Main Street  common  stock.  As of
December 31,  2006,  First Busey  Corporation  reported  consolidated  assets of
$2.510 billion,  consolidated  total deposits of $2.015 billion and consolidated
stockholders  equity of $185.274 million.  At separate special meetings of their
respective  shareholders on February 28, 2007, a majority of the shareholders of
Main Street and First  Busey  voted to approve  the merger.  The merger is still
subject to regulatory approval and other customary  conditions.  The transaction
is expected to be completed  during the second  quarter of 2007.  Following  the
merger  of the  two  holding  companies,  it is  their  intent  to  merge  their
Illinois-based  banking  subsidiaries,  Busey Bank and Main Street Bank & Trust.
The two banks will be merged under Busey Bank's state charter, and the bank name
will remain Busey Bank.

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.

                                       19
<PAGE>

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 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.

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 $19.237  million in 2006 compared to $18.308 million
in 2005 and $14.778  million in 2004. The Company had a return on average assets
of 1.23%, 1.24% and 1.22% in 2006, 2005 and 2004,  respectively.  Basic earnings
per share  were  $1.91,  $1.82 and $1.56 in 2006,  2005 and 2004,  respectively.
Diluted  earnings per share were $1.88,  $1.80 and $1.54 in 2006, 2005 and 2004,
respectively.  Management  believes that a strong balance sheet and earnings are
critical to success.

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.

                                       20
<PAGE>

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.

<TABLE>

                  Net Interest Income on a Tax Equivalent Basis
                                 (in thousands)
------------------------------------------------------------------------------
                                          2006           2005          2004
------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>
Total interest income .......           $90,759        $76,992        $54,805
Total interest expense ......            41,212         27,479         16,852
                                        -------------------------------------

   Net interest income ......            49,547         49,513         37,953
Tax equivalent adjustment:
   Tax-exempt investments ...               637            816            993
   Tax-exempt loans .........                16             15             12
                                        -------------------------------------
        Total adjustment ....               653            831          1,005
                                        -------------------------------------

Net interest income (TE) ....           $50,200        $50,344        $38,958
                                        ======================================
</TABLE>

                                       21
<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)

                                        --------------------------------------------------------------------------------------------
                                                     2006                            2005                          2004
                                        --------------------------------------------------------------------------------------------
                                          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 securities(1) ....   $  418,395  $ 17,742    4.24%  $  326,932   $ 12,465    3.81%  $  327,064   $ 10,793   3.30%
Tax-exempt investment
   securities (1) (TE) ..............       30,001     1,820    6.07%      39,195      2,332    5.95%      46,214      2,837   6.14%
Federal funds sold and interest
   bearing deposits(2) ..............       19,426     1,327    6.83%      49,020      2,023    4.13%      37,910        600   1.58%
Loans (3),(4) (TE) ..................      974,958    70,523    7.23%     945,089     61,003    6.45%     711,986     41,580   5.84%
                                        --------------------------------------------------------------------------------------------
   Total interest earning assets
      and interest income (TE) ......   $1,442,780  $ 91,412    6.34%  $1,360,236   $ 77,823    5.72%  $1,123,174   $ 55,810   4.97%
                                        --------------------------------------------------------------------------------------------

Cash and due from banks .............   $   44,677                     $   44,210                      $   44,965
Premises and equipment ..............       22,716                         21,239                          17,184
Other assets ........................       59,511                         49,006                          23,944
                                        --------------------------------------------------------------------------------------------
   Total assets .....................   $1,569,684                     $1,474,691                      $1,209,267
                                        ============================================================================================

Liabilities and Shareholders' Equity
Interest bearing demand deposits ....   $   70,281  $    468    0.67%  $   74,976   $    426    0.57%  $   93,315   $    635   0.68%
Savings .............................      474,518    14,205    2.99%     427,341      7,529    1.76%     345,624      3,432   0.99%
Time deposits .......................      476,470    18,882    3.96%     440,592     13,634    3.09%     352,596      9,905   2.81%
Federal funds purchased and repurchase
   agreements .......................      125,162     5,531    4.42%     115,679      3,097    2.68%      97,503      1,271   1.30%
FHLB advances & other
   borrowings .......................       41,511     2,126    5.12%      60,351      2,793    4.63%      29,925      1,609   5.38%
                                        --------------------------------------------------------------------------------------------
   Total interest bearing liabilities
      and interest expense ..........   $1,187,942  $ 41,212    3.47%  $1,118,939   $ 27,479    2.46%  $  918,963 $   16,852   1.83%
                                        --------------------------------------------------------------------------------------------

Non-interest bearing demand
   deposits .........................      144,853                        132,982                         100,913
Non-interest bearing savings
   deposits .........................       72,796                         71,535                          66,163
Other liabilities ...................       17,249                         14,614                          10,260
                                        --------------------------------------------------------------------------------------------

   Total liabilities ................   $1,422,840                     $1,338,070                      $1,096,299
Shareholders' equity ................      146,844                        136,621                         112,968
                                        --------------------------------------------------------------------------------------------
   Total liabilities and
      shareholders' equity ..........   $1,569,684                     $1,474,691                      $1,209,267
                                        --------------------------------------------------------------------------------------------

Interest spread (average
   rate earned minus
   average rate paid) (TE) ..........                           2.87%                           3.26%                          3.14%
                                        ============================================================================================

Net interest income (TE) ............               $   50,200                        $ 50,344                    $   38,958
                                        ============================================================================================

Net yield on interest
   earnings assets (TE) .............                           3.48%                           3.70%                          3.47%
                                        ============================================================================================
                                       22
<PAGE>


Notes to Consolidated Average Balance Sheet and Interest Rates Table:
<FN>
     (1)  Investments in debt securities are included at carrying value.  Income
          from investments in venture capital funds of  approximately  $397,000,
          $1.557 million and $304,000 in 2006, 2005 and 2004,  respectively,  is
          included in interest income from taxable investment securities. Due to
          the nature of venture  capital  investments,  future results cannot be
          predicted based on past performance.

     (2)  Federal funds sold and interest earning deposits include approximately
          $281,000,  $275,000 and $66,000 in 2006, 2005 and 2004,  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  $1.578 million,  $1.181 million and $1.410
          million in 2006,  2005 and 2004,  respectively,  are included in total
          loan income.
</FN>

</TABLE>

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)
                                       --------------------------------------------------------------------
                                                      2006                                       2005
                                       --------------------------------------------------------------------
                                        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 .....   $  5,277    $  3,766    $  1,511    $  1,672     $    (4)   $  1,676
 Tax-exempt investment securities ..       (512)       (557)         45        (505)       (420)        (85)
 Federal funds sold and interest
   bearing deposits ................       (696)     (1,605)        909       1,423         219       1,204
 Loans .............................      9,520       1,976       7,544      19,423      14,697       4,726
                                       --------------------------------------------------------------------
          Total interest income ....   $ 13,589    $  3,580    $ 10,009    $ 22,013    $ 14,492    $  7,521
                                       --------------------------------------------------------------------
Interest Expense
 Interest bearing demand
    and savings deposits ...........   $  6,718    $  1,593    $  5,125    $  3,888    $    393    $  3,495
 Time deposits .....................      5,248       1,180       4,068       3,729       2,650       1,079
 Federal funds purchased and repurchase
    agreements .....................      2,434         272       2,162       1,826         275       1,551
 Federal Home Loan Bank advances
    and other borrowings ...........       (667)       (941)        274       1,184       1,435        (251)
                                       --------------------------------------------------------------------
      Total interest expense .......   $ 13,733    $  2,104    $ 11,629    $ 10,627    $  4,753    $  5,874
                                       --------------------------------------------------------------------
Net Interest Income (TE) ...........   $   (144)   $  1,476    $ (1,620)   $ 11,386    $  9,739    $  1,647
                                       ====================================================================
</TABLE>
                                       23
<PAGE>


Total average  earning  assets  increased  from $1.360 billion in 2005 to $1.443
billion in 2006 and generated  higher  interest  income on a tax equivalent (TE)
basis,  mainly  as a result  of both  higher  rates and  volume.  Average  loans
increased  $29.869 million,  resulting in an increase in interest income (TE) of
$9.520  million,  of which  $7.544  million  was due to higher  rates and $1.976
million due to an  increase in volume.  Average  taxable  investment  securities
increased  $91.463 million and generated $5.277 million more interest income due
to both higher volume and rates.  Somewhat offsetting these increases in average
balances  were  decreases  in average  federal  funds sold and  interest-bearing
deposits and tax-exempt  investment  securities.  Average federal funds sold and
interest-bearing  deposits decreased $29.594 million and generated $696,000 less
interest  income than in 2005, of which $1.605  million was due to a decrease in
volume,  offset  somewhat by a $909,000  increase due to higher  rates.  Average
tax-exempt investment securities decreased $9.194 million and generated $512,000
less interest income, mainly due to a decrease in volume.

Total average  earning  assets  increased  from $1.123 billion in 2004 to $1.360
billion in 2005 and generated  higher  interest  income on a tax equivalent (TE)
basis,  mainly as a result of the  Citizens  acquisition  along  with  increased
interest  rates in 2005  compared  to 2004.  Average  loans  increased  $233.103
million, resulting in an increase in interest income (TE) of $19.423 million, of
which  $14.697  million  was due to higher  volume and $4.726  million due to an
increase in rates.  Average  federal  funds sold and  interest-bearing  deposits
increased $11.110 million and generated $1.423 million more interest income than
in 2004,  of which  $1.204  million was due to an increase in rates and $219,000
due to higher volume.  Somewhat  offsetting  these increases in average balances
was a decrease in average  tax-exempt  investment  securities of $7.019 million,
resulting  in a decrease in  interest  income of  $505,000,  mainly due to lower
volume.  Average taxable investment securities decreased $132,000, but generated
$1.672 million more interest income, primarily due to higher rates.

The Company  establishes  interest  rates on loans and deposits  based on market
rates such as the 91-day  Treasury Bill rate and the national prime rate,  while
at the same time being  mindful of  interest  rates  offered by other  financial
institutions  in the  local  communities.  The  level of risk  and the  value of
collateral also are evaluated when determining loan rates.  Rates were generally
higher in 2006 compared to 2005, primarily due to increases in the Treasury Bill
rates and the national  prime rate.  The average yield on federal funds sold and
interest  bearing-deposits  increased  270 basis  points,  from 4.13% in 2005 to
6.83% in 2006.  The average rate earned on loans  increased 78 basis points from
6.45% in 2005 to  7.23%  in  2006.  The  average  yield  on  taxable  investment
securities  increased 43 basis points,  from 3.81% in 2005 to 4.24% in 2006. The
average yield on  tax-exempt  investment  securities  increased 12 basis points,
from 5.95% in 2005 to 6.07% in 2006.  These higher average yields were primarily
due to four interest rate hikes initiated by the Federal Reserve during 2006.

The total actual  balance of loans at December 31, 2006 was slightly  lower than
at December 31, 2005.  Residential  real estate loans decreased  $13.104 million
from 2005 to 2006.  Installment and consumer loans decreased $8.882 million from
2005 to 2006.  Commercial,  financial and  agricultural  loans decreased  $6.988
million from 2005 to 2006.  Somewhat  offsetting  these  decreases was a $14.497
million increase in commercial real estate loans from 2005 to 2006.

Average rates on total interest bearing liabilities  increased 101 basis points,
from 2.46% in 2005 to 3.47% in 2006 and total interest expense increased $13.733
million in 2006  compared  to 2005 due to an  increase in both rates and volume.
The overall  increase in interest  expense was caused by an increase in interest
expense on interest  bearing demand and savings  deposits,  time  deposits,  and
federal funds purchased and repurchase agreements, offset somewhat by a decrease
in interest expense on Federal Home Loan Bank advances and other borrowings. The
average rate paid on federal funds purchased and repurchase agreements increased
174  basis  points  from  2.68% in 2005 to 4.42% in 2006.  This  resulted  in an
increase in interest expense of $2.434 million,  of which $2.162 million was due
to higher rates and $272,000 was due to an increase in volume.  The average rate
paid on interest bearing demand and savings deposits increased 111 basis points,
from 1.58% in 2005 to 2.69% in 2006.  This  resulted  in an increase in interest
expense of $6.718 million in 2006, of which $5.125 million was  attributable  to
increased rates and $1.593 million was due to higher volume. Interest expense on
time  deposits  increased  $5.248  million  primarily due to higher rates as the
average rate paid on time deposits increased 87 basis points, from 3.09% in 2005
to 3.96% in 2006.  Although  the  average  rate paid on  Federal  Home Loan Bank
advances and other borrowings  increased 49 basis points,  from 4.63% in 2005 to
5.12% in 2006, interest expense decreased $667,000, of which $941,000 was due to
lower volume, offset somewhat by $274,000 due to higher rates.

                                       24
<PAGE>

Average rates on total interest bearing  liabilities  increased 63 basis points,
from  1.83%  in 2004 to 2.46% in 2005 and  interest  expense  increased  $10.627
million in 2005 compared to 2004 due to increases in both rates and volume.  The
overall  increase  in  interest  expense  was caused by an  increase in interest
expense on all categories of interest bearing liabilities. The average rate paid
on federal funds purchased and repurchase  agreements increased 138 basis points
from 1.30% in 2004 to 2.68% in 2005.  This  resulted  in an increase in interest
expense of $1.826  million,  of which $1.551 million was due to higher rates and
$275,000  was due to an  increase in volume.  The average  rate paid on interest
bearing  demand and savings  deposits  increased 65 basis points,  from 0.93% in
2004 to 1.58% in 2005.  This  resulted in an  increase  in  interest  expense of
$3.888  million in 2005, of which $3.495 million was  attributable  to increased
rates and  $393,000  was due to higher  volume.  The  average  rate paid on time
deposits  increased 28 basis points,  from 2.81% in 2004 to 3.09% in 2005.  This
resulted in an increase of $3.729 million in interest  expense,  of which $2.650
million was due to an  increase  in volume and $1.079  million was due to higher
rates.  Although the average  rate paid on Federal  Home Loan Bank  advances and
other borrowings decreased 75 basis points, from 5.38% in 2004 to 4.63% in 2005,
interest  expense  increased a total of $1.184 million,  of which $1.435 million
was due to higher  volume,  offset  somewhat  by  $251,000  due to a decrease in
rates.

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  decreased to $835,000 in 2006 from $1.142 million in 2005. The
Company  charged  off $1.317  million in loans  during  2006  compared to $1.459
million in 2005.  This was due to a decrease in charge-offs  for installment and
consumer loans of $473,000 in 2006 compared to 2005. This decrease was primarily
due to a decreased  emphasis on  high-risk  indirect  lending  since 2002.  This
decrease was offset  somewhat by increases in charge-offs  for  commercial  real
estate  loans,  residential  real estate  loans and  commercial,  financial  and
agricultural loans of $250,000, $77,000 and $4,000, respectively.  Recoveries of
previously  charged  off loans  increased  from  $317,000 in 2005 to $482,000 in
2006,  with the largest  increase in the area of installment and consumer loans,
which  increased  $183,000  from 2005 to 2006.  The  provision  for loan  losses
increased  $270,000 from $1.530 million in 2005 to $1.800 million in 2006.  Loan
quality  continued to be manageable as the ratio of net  charge-offs  to average
net loans  decreased to 0.09% in 2006 from 0.12% in 2005. The Company  continues
to emphasize credit analysis and early detection of problem loans.

                                       25
<PAGE>


Non-interest Income and Expense

The following table summarizes  selected  categories of non-interest  income and
non-interest  expense for 2006,  2005 and 2004.  The  acquisition of Citizens on
April  1,  2005,  has  been  accounted  for as a  purchase  and the  results  of
operations  of Citizens  since the  acquisition  date have been  included in the
Company's  consolidated  financial  statements.  Effective  January 1, 2006, the
Company  adopted the fair value  recognition  provisions  of FASB  Statement No.
123(R), Share-Based Payment, using the  modified-prospective-transition  method.
(Refer to Note 1(p) in the Notes to  Consolidated  financial  Statements,  Stock
Option Plans, for additional  information.) As a result,  the Company recognized
an additional  $659,000 in stock option  expense in 2006,  with  $484,000  being
allocated  to  salaries  and  benefits  expense  and  $175,000  attributable  to
non-employee options being allocated to other non-interest expense.


<TABLE>

                         Non-Interest Income and Expense
                        for the Year Ended: December 31,

                                                --------------------------------
Non-interest Income (in thousands)                2006        2005       2004
                                                --------------------------------
<S>                                             <C>         <C>         <C>
Remittance processing (1) ...................   $  7,306    $  6,748    $  7,201
Trust and brokerage fees (2) ................      8,235       7,599       6,492
Service charges on deposit accounts (3) .....      2,719       2,923       2,419
Securities transactions, net (4) ............        456        (586)        133
Gain on sales of mortgage loans, net (5) ....        596         886         997
Other (6) ...................................      3,271       2,907       2,605
                                                --------------------------------
                  Total non-interest income .   $ 22,583    $ 20,477    $ 19,847
                                                ================================

Non-interest Expense (in thousands)               2006        2005       2004
                                                --------------------------------
Salaries and employee benefits (7) ..........   $ 23,572    $ 23,099    $ 18,889
Occupancy (8) ...............................      3,049       3,074       2,669
Equipment ...................................      2,513       2,592       2,512
Data processing (9) .........................      3,170       2,416       2,283
Office supplies .............................      1,248       1,245       1,247
Service charges from correspondent banks (10)        284         513         781
Amortization of core deposit intangibles (11)        870         653          --
Other .......................................      6,242       6,187       5,498
                                                --------------------------------
                 Total non-interest expense .   $ 40,948    $ 39,779    $ 33,879
                                                ================================

<FN>

     (1)  Remittance  processing  income  increased  $558,000,  or 8.3%, in 2006
          compared to 2005.  This was due to a $578,000,  or 10.6%,  increase in
          electronic  processing income,  offset slightly by a $20,000, or 1.5%,
          decrease in lockbox  processing  income.  The  increase in  electronic
          processing income included increases in Internet Agent income,  online
          bill payment  income,  indirect  agent income and  electronic  payment
          income.  Online bill payment  income,  which was offered for the first
          time in 2006,  generated  $123,000 in  additional  income.  Remittance
          processing  income  decreased  $453,000,  or 6.3%, in 2005 compared to
          2004.  This was due to an  $867,000,  or 40.2%,  decrease  in  lockbox
          processing income, offset somewhat by a $434,000, or 8.7%, increase in
          electronic  processing  income.  The  decrease  in lockbox  processing
          income was mainly due to the loss of two major  accounts in the fourth
          quarter of 2004.  This decrease was offset  somewhat by an increase in
          electronic  processing  income from new and  existing  Internet  Agent
          customers.

                                       26
<PAGE>

     (2)  Trust and brokerage fees increased $636,000, or 8.4%, in 2006 compared
          to 2005. This increase was mainly due to a $423,000, or 9.0%, increase
          in trust fees due to an  increase  in assets  under  management  and a
          $206,000,  or 35.6%, increase in estate fees due to a higher number of
          estates  closed in 2006  compared  to 2005.  Assets  under  management
          increased  $386 million,  or 19.7%,  to $2.345 billion at December 31,
          2006 from $1.959  billion at December  31, 2005.  Trust and  brokerage
          fees increased  $1.107  million,  or 17.1%,  in 2005 compared to 2004.
          Included in this increase were a $391,000, or 262.7%, increase in farm
          realty  income  mainly  attributable  to the  environment  surrounding
          elevated land values and sales  activity as a result,  and a $325,000,
          or 127.9%, increase in estate fees primarily as a result of serving as
          executor  to one  large  estate.  Assets  under  management  increased
          $194.000  million,  or 11.0%,  to $1.959  billion at December 31, 2005
          from $1.765 billion at December 31, 2004.

     (3)  Service charges on deposit accounts  decreased  $204,000,  or 7.0%, in
          2006 compared to 2005.  Service charges on deposit accounts  increased
          $504,000,  or 20.8%,  in 2005  compared  to 2004.  The  Company's  new
          Bloomington locations generated $733,000 in service charges on deposit
          accounts in 2005.

     (4)  Gain from securities  transactions was $456,000 in 2006, compared to a
          loss of $586,000 in 2005.  The gain in 2006 was due to gains  realized
          on sales of  several  equity  securities  during  the year.  Loss from
          securities  transactions  was $586,000 in 2005,  compared to a gain of
          $133,000  in  2004.  The loss in 2005 was due to  $601,000  in  losses
          realized on an investment in one venture capital fund, offset slightly
          by net gains of $15,000 on sales of several equity securities.

     (5)  Gains on sales of mortgage loans decreased $290,000, or 32.7%, in 2006
          compared to 2005. This decrease was due to a decrease of approximately
          $12.917  million,  or 19.8%, in mortgage loans funded in 2006 compared
          to 2005, primarily as a result of a decrease in refinancings. Gains on
          sales of mortgage loans decreased $111,000, or 11.1%, in 2005 compared
          to 2004. This decrease was due to a decrease of approximately  $11.530
          million,  or 15.0%, in mortgage loans funded in 2005 compared to 2004,
          primarily as a result of a decrease in refinancings.

     (6)  Other  non-interest  income  increased  $364,000,  or  12.5%,  in 2006
          compared to 2005. Included in this increase was a $146,000, or 257.3%,
          increase in Freddie Mac servicing fees  attributable  to operating the
          Company's  new  Bloomington   locations.   Other  non-interest  income
          increased  $302,000,  or 11.6%, in 2005 compared to 2004.  Included in
          this increase was a $178,000  increase in key man insurance income due
          to $120,000 of income from the Company's new Bloomington locations and
          $58,000 in proceeds from two policies.

     (7)  Salaries and employee benefits  increased  $473,000,  or 2.0%, in 2006
          compared to 2005.  Included  in salaries  and  employee  benefits  was
          $484,000  of stock  options  expense  as a  result  of  adopting  FASB
          Statement No. 123(R) effective January 1, 2006.  Salaries and employee
          benefits increased $4.210 million, or 22.3%, in 2005 compared to 2004.
          Included in salaries and employee  benefits in 2005 was $2.265 million
          attributable to the Company's new  Bloomington  locations and $454,000
          attributable to the Company's new East Peoria banking branch.

     (8)  Occupancy  expense  decreased  $25,000,  or 0.8%,  in 2006 compared to
          2005. Occupancy expense increased $405,000, or 15.2%, in 2005 compared
          to 2004. Of this increase,  $400,000 was attributable to the Company's
          new Bloomington locations.

     (9)  Data processing expense increased $754,000, or 31.2%, in 2006 compared
          to 2005.  This  increase  was  mainly  due to a  $261,000,  or  84.5%,
          increase in the Wealth Management  Group's data processing  expense, a
          $206,000,  or 14.8%,  increase in the Bank's  core  system  processing
          costs,  a  $142,000,  or 28.6%,  increase  in  internet  expense and a
          $125,000, or 411.1%, increase in programming fees. The increase in the
          Wealth Management Group's data processing expense was due, in part, to
          conversion  to a new third party  system in 2006.  The increase in the
          Bank's core system  processing  costs was partly due to the  Company's
          Bloomington  locations  switching  from  in-house  processing to third
          party processing  effective with the October 2005 merger. The increase
          in internet expense was mainly due to increased volume attributable to
          Bloomington  and a  significant  increase in the number of online bill
          payment  customers.  The increase in  programming  fees was due to the
          Company's  remittance  processing  subsidiary,   FirsTech,   employing
          outside  consultants for several  projects.  Data  processing  expense
          increased  $133,000,  or 5.8%, in 2005 compared to 2004. This increase
          was attributable, in part, to the Company's new Bloomington locations.

                                       27
<PAGE>

     (10) Service charges from correspondent banks decreased $229,000, or 44.6%,
          in 2006 compared to 2005.  This decrease was mainly due to a change in
          the  Company's  cash letter  processing  vendor in November 2005 which
          resulted in a decrease in fees, as well as higher earnings credits due
          to the rising rate environment  during the first half of 2006. Service
          charges from correspondent banks decreased $268,000, or 34.3%, in 2005
          compared  to 2004.  This was  largely  due to the loss of two  lockbox
          accounts  in the fourth  quarter of 2004 as  described  in  footnote 1
          above,  which  resulted in a  significant  decrease in cleared  checks
          during 2005 compared to 2004.

     (11) Amortization of core deposit intangibles increased $217,000, or 33.2%,
          in  2006  compared  to  2005.   This  was  due  to  twelve  months  of
          amortization being booked in 2006 compared to nine months in 2005. The
          amortization  of  core  deposit  intangibles  is  attributable  to the
          acquisition of Citizens.
</FN>
</TABLE>

Income Tax Expense

Income tax expense decreased $228,000,  or 2.2%, from $10.373 million in 2005 to
$10.145  million in 2006.  This decrease was partly due to a $205,000 tax credit
resulting from a low-income  housing project investment in 2006. In 2005, income
tax expense  increased  $2.330 million,  or 29.0%,  from $8.043 million in 2004.
This was mainly due to an increase in taxable  income.  The Company's  effective
tax rate was 34.5%,  36.2% and 35.2% for the years ended December 31, 2006, 2005
and 2004, 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,
2006 and  2005,  are  shown in note 11 in the  Notes to  Consolidated  Financial
Statements.

Financial Condition

Total assets decreased  $88.536 million,  or 5.4%, to $1.537 billion at December
31, 2006 compared to $1.625  billion at December 31, 2005.  There were decreases
in every asset category except accrued interest receivable and other assets.

Cash and due from banks decreased $3.399 million, or 6.5%, to $48.608 million at
December 31, 2006 compared to $52.007 million at December 31, 2005.

Federal funds sold and interest bearing deposits  decreased $29.282 million,  or
69.6%,  to $12.777  million at December 31, 2006 compared to $42.059  million at
December 31, 2005.  Federal funds sold and interest bearing  deposits  fluctuate
with loan demand, deposit volume and investment opportunities.

Total  investments in debt and equity securities  decreased $41.928 million,  or
9.4%, to $402.695  million at December 31, 2006 compared to $444.623  million at
December 31, 2005.  Included in the change were decreases of $24.512 million, or
7.1%, in investments in securities  available-for-sale  and $10.767 million,  or
43.1%, in  non-marketable  equity  securities,  and $6.649  million,  or 8.7% in
securities  held-to-maturity.  In  response  to the  FHLB's  decision  to  allow
redemption  of excess  capital  stock owned by member  banks,  the Company  sold
$10.794  million of FHLB stock,  which was classified as  non-marketable  equity
securities. The Company will evaluate the feasibility of any redemption the FHLB
may offer in the future. Investments fluctuate with loan demand, deposit volume,
and investment opportunities.

Loans, net of allowance for loan losses,  decreased $15.442 million, or 1.5%, to
$987.485 million at December 31, 2006 compared to $1.003 billion at December 31,
2005.  Included in the change were  decreases of $13.104  million,  or 9.3%,  in
residential  real estate loans;  $8.882  million,  or 10.2%,  in installment and
consumer  loans;  and $6.988  million,  or 2.2%,  in  commercial,  financial and
agricultural  loans offset somewhat by an increase of $14.497 million,  or 3.1%,
in commercial real estate loans.  Management attributes the decrease in loans to
the  Company's  unwillingness  to meet  some  of the  underwriting  and  pricing
available  in the market.  Additionally,  the Company has seen a slowdown in the
residential real estate market during 2006 compared to 2005.

Mortgage loans held for sale decreased $545,000,  or 32.8%, to $1.116 million at
December 31, 2006 compared to $1.661 million at December 31, 2005.

Premises  and  equipment  decreased  $600,000,  or 2.6%,  to $22.447  million at
December 31, 2006 compared to $23.047 million at December 31, 2005. The decrease
included depreciation and amortization expense on fixed assets of $2.563 million
offset somewhat by purchases of $1.997 million.

                                       28
<PAGE>

Core deposit  intangibles  decreased  $871,000,  or 19.1%,  to $3.698 million at
December  31,  2006  compared  to $4.569  million at  December  31,  2005 due to
amortization related to the acquisition of Citizens in 2005.

Total  liabilities  decreased  $95.122  million,  or 6.4%, to $1.386  billion at
December 31, 2006  compared to $1.481  billion at December 31, 2005.  There were
decreases in all categories of liabilities, except accrued interest payable.

Total deposits decreased $42.485 million, or 3.3%, to $1.233 billion at December
31, 2006 from $1.276  billion at December 31, 2005.  Interest  bearing  deposits
decreased $26.987 million,  or 2.6%, to $1.008 billion at December 31, 2006 from
$1.035  billion at December 31, 2005. The $26.987  million  decrease in interest
bearing  deposits  included a $32.882  million  decrease in savings and interest
bearing demand deposits and an $18.656 million  decrease in money market savings
deposits,  offset  somewhat  by a  $24.551  million  increase  in  time  deposit
accounts.  Non-interest  bearing deposits decreased $15.498 million, or 6.4%, to
$225.325  million at December  31, 2006 from  $240.823  million at December  31,
2005. The decrease of $15.498 million in non-interest  bearing deposits included
a $16.574 million  decrease in the balance of one account  between  December 31,
2005 and December 31, 2006.

Federal funds purchased and repurchase  agreements decreased $10.129 million, or
8.6%, to $108.323 million at December 31, 2006 from $118.452 million at December
31,  2005.  This change was due to  decreases  of $8.054  million in  repurchase
agreements and $2.075 million in federal funds purchased.

Federal Home Loan Bank advances and other borrowings  decreased $42.909 million,
or 63.7%, to $24.477 million at December 31, 2006 compared to $67.386 million at
December 31, 2005 primarily due to $36.386  million of matured FHLB advances,  a
$5.000  million  decrease in one term loan and a decrease of $1.500 million on a
line of credit from a correspondent bank.

Investment Securities

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


<TABLE>
                         Carrying Value of Securities(1)
                                 (in thousands)

                                     ------------------------------------
December 31,                            2006         2005         2004
                                     ------------------------------------
<S>                                  <C>          <C>          <C>
Securities available-for-sale:
   Federal agencies ..............   $  299,275   $  312,484   $  218,994
   Mortgage-backed securities ....        8,947       13,657       27,713
   State and municipal ...........        9,658       13,834       16,715
   Marketable equity securities ..          695        3,112        6,158
                                     ------------------------------------
         Total ...................   $  318,575   $  343,087   $  269,580
                                     ====================================

Securities held-to-maturity:
   Federal agencies ..............   $   27,340   $   38,650    $  40,931
   Mortgage-backed securities ....       28,974       17,091       14,992
   State and municipal ...........       13,579       20,801       25,241
                                     ------------------------------------
         Total ...................   $   69,893   $   76,542    $  81,164
                                     ====================================
Non-marketable equity securities:
   Federal Home Loan Bank Stock(2)   $   10,656   $   21,450    $   4,279
   Other equity investments(3) ...        3,571        3,544        3,703
                                     ------------------------------------
         Total ...................   $   14,227   $   24,994    $   7,982
                                     ====================================
         Total securities ........   $  402,695   $  444,623    $ 358,726
                                     ====================================
<FN>
     (1)  Investment  securities  available-for-sale  are carried at fair value.
          Investment securities  held-to-maturity are carried at amortized cost.
          Non-marketable equity securities are carried at fair value.
     (2)  Federal  Home Loan Bank Stock is carried at cost,  which  approximates
          fair value.
     (3)  Other  equity  investments  are valued at fair value  based upon their
          financial statements.
</FN>
</TABLE>
                                       29
<PAGE>

The  unrealized  loss  on  securities  available-for-sale,  net of  tax  effect,
decreased  $442,000 to a loss of $1.155 million at December 31, 2006 from a loss
of $1.597 million at December 31, 2005.

The  following  table  shows  the  maturities  and  weighted-average  yields  of
investment securities at December 31, 2006:
<TABLE>
                                                      Maturities and Weighted Average Yields of Debt Securities
                                                                     (dollars in thousands)
                                      ------------------------------------------------------------------------------------------
                                                                        December 31, 2006
                                      ------------------------------------------------------------------------------------------
                                            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 ...............   $167,179   3.40%   $117,143   4.56%   $ 14,953  5.62%  $    --     --    $299,275   3.96%
   Mortgage-backed securities(1) ..      1,842   3.89%      3,130   5.68%      3,860  5.14%      115   7.74%      8,947   5.10%
   State and municipal (TE)(2) ....      3,416   6.47%      5,582   6.98%        660  7.62%       --     --       9,658   6.84%
   Marketable equity securities(3)          --     --          --     --          --    --        --     --         695     --
                                      ------------------------------------------------------------------------------------------
         Total ....................   $172,437           $125,855         $   19,473         $   115           $318,575
                                      ==========================================================================================
Average Yield (TE)(2) .............              3.47%              4.69%             5.59%            7.74%              4.08%
                                      ==========================================================================================

Securities held-to-maturity:
   Federal agencies ...............   $  6,168   3.08%   $ 20,322   3.18%   $    850  4.15%  $    --     --    $ 27,340   3.19%
   Mortgage-backed securities(1) ..      1,746   2.97%     25,729   5.31%      1,441  5.24%       58   6.47%     28,974   5.17%
   State and municipal (TE)(2) ....      7,847   5.92%      4,417   6.71%        565  7.37%      750   7.74%     13,579   6.34%
                                      ------------------------------------------------------------------------------------------

         Total ....................   $ 15,761           $ 50,468           $  2,856         $   808           $ 69,893
                                      ==========================================================================================

Average Yield (TE)(2) .............              4.48%              4.57%             5.34%            7.64%              4.62%
                                      ==========================================================================================

Non-marketable equity securities(3)
   FHLB stock .....................         --     --          --     --          --    --        --     --    $ 10,656     --
   Other equity investments .......         --     --          --     --          --    --        --     --       3,571     --
                                      ------------------------------------------------------------------------------------------
         Total ....................   $     --     --    $     --     --    $     --    --   $    --     --    $ 14,227     --
                                      ==========================================================================================

<FN>

     (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>
                                       30
<PAGE>

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; commercial real estate; residential real estate; and installment
and consumer loans.

<TABLE>

                                                            Amount of Loans Outstanding
                                                              (dollars in thousands)
                                         --------------------------------------------------------------
                                             2006        2005         2004         2003         2002
                                         --------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>          <C>
Commercial, financial and agricultural   $  312,873   $  319,861   $  314,657   $  249,795   $  234,045
Real Estate - Commercial .............      484,003      469,506      309,830      298,075      265,970
Real Estate - Residential ............      127,200      140,304       62,464       50,922       77,857
Installment and consumer .............       77,846       86,728       83,926       77,253       95,529
                                         --------------------------------------------------------------
    Total loans ......................   $1,001,922   $1,016,399   $  770,877   $  676,045   $  673,401
                                         ==============================================================

                                                         Percentage of Loans Outstanding
                                         --------------------------------------------------------------
                                             2006        2005         2004         2003         2002
                                         --------------------------------------------------------------
Commercial, financial and agricultural       31.23%       31.47%       40.82%       36.95%       34.75%
Real Estate - Commercial .............       48.31%       46.19%       40.19%       44.09%       39.50%
Real Estate - Residential ............       12.69%       13.81%        8.10%        7.53%       11.56%
Installment and consumer .............        7.77%        8.53%       10.89%       11.43%       14.19%
                                         --------------------------------------------------------------
    Total ............................      100.00%      100.00%      100.00%      100.00%      100.00%
                                         ==============================================================
</TABLE>

The Company's loan portfolio  totaled  approximately  $1.002 billion at December
31, 2006, representing 65.2% of total assets at that date. Total loans decreased
$14.477  million,  or 1.4%,  from  December  31, 2005 to December  31, 2006 with
decreases in commercial,  financial and  agricultural  loans,  residential  real
estate loans,  and  installment  and consumer loans of $6.988  million,  $13.104
million  and $8.882  million,  respectively,  offset  somewhat by an increase in
commercial real estate loans of $14.497 million.

The Company's loan portfolio  totaled  approximately  $1.016 billion at December
31, 2005, representing 62.5% of total assets at that date. Total loans increased
$245.522  million,  or 31.8%,  from  December 31, 2004 to December 31, 2005 with
increases in  commercial,  financial and  agricultural  loans,  commercial  real
estate loans,  residential real estate loans, and installment and consumer loans
of $5.204  million,  $159.676  million,  $77.840  million  and  $2.802  million,
respectively.

The balance of loans  outstanding as of December 31, 2006 by maturities is shown
in the following table:

<TABLE>

                                                    Maturity of Loans Outstanding
                                                        (dollars in thousands)
                                         ----------------------------------------------------
                                                           December 31, 2006
                                         ----------------------------------------------------
                                            1 year         1-5         Over 5
                                           or less        years         years        Total
                                         ----------------------------------------------------
<S>                                      <C>           <C>           <C>           <C>
Commercial, financial and agricultural   $  188,720    $   86,657    $   37,496    $  312,873
Real Estate - Commercial .............      118,971       245,836       119,196    $  484,003
Real Estate - Residential ............       10,206        30,483        86,511    $  127,200
Installment and consumer .............       17,844        25,918        34,084    $   77,846
                                         -----------------------------------------------------
     Total ...........................   $  335,741    $  388,894    $  277,287    $1,001,922
                                         ====================================================

Percentage of total loans outstanding         33.51%        38.81%        27.68%       100.00%
                                         ====================================================
</TABLE>
                                       31
<PAGE>

As of December 31,  2006,  commercial,  financial  and  agricultural  loans with
maturities  of  greater  than one year were  comprised  of  $51.994  million  in
fixed-rate  loans and $72.159 million in  floating-rate  loans.  Commercial real
estate  loans with  maturities  greater  than one year at December 31, 2006 were
comprised  of  $178.829  million in  fixed-rate  loans and  $186.203  million in
floating-rate loans.  Residential real estate loans with maturities greater than
one year at December 31, 2006 included  $54.838 million in fixed-rate  loans and
$62.156 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
                                                                                           (in thousands)
                                                                     ------------------------------------------------------------
                                                                        2006         2005        2004          2003         2002
                                                                     ------------------------------------------------------------
<S>                                                                  <C>          <C>          <C>          <C>          <C>
Allowance for loan losses at
   beginning of year .............................................   $ 13,472     $  9,650     $  9,786     $  9,259     $  9,259
Allocation for loan losses attributable to acquisition of Citizens         --        3,434           --           --           --
                                                                     ------------------------------------------------------------

Charge-offs during period:
  Commercial, financial and agricultural ........................   $    (556)    $   (552)    $   (288)    $   (148)    $    (55)
  Real Estate - Commercial ......................................        (250)          --           --           --          (48)
  Real Estate - Residential .....................................        (141)         (64)         (48)         (42)        (125)
  Installment and consumer ......................................        (370)        (843)      (1,356)      (1,450)      (1,699)
                                                                     ------------------------------------------------------------
          Total ..................................................   $ (1,317)    $ (1,459)    $ (1,692)    $ (1,640)    $ (1,927)
                                                                     ------------------------------------------------------------
Recoveries of loans previously charged off:
   Commercial, financial and agricultural ........................   $      5     $     34     $    214     $    452     $    245
Real Estate - Commercial .........................................       --              5         --              2         --
Real Estate - Residential ........................................         16         --             15           46           31
   Installment and consumer ......................................        461          278          227          199          201
                                                                     ------------------------------------------------------------
          Total ..................................................   $    482     $    317     $    456     $    699     $    477
                                                                     ------------------------------------------------------------
               Net charge-offs ...................................   $   (835)    $ (1,142)    $ (1,236)    $   (941)    $ (1,450)
Provision for loan losses ........................................      1,800        1,530        1,100        1,470        1,450
                                                                     ------------------------------------------------------------
Allowance for loan losses at end of year .........................   $ 14,437     $ 13,472     $  9,650     $  9,788     $  9,259
                                                                     ============================================================

Ratio of net charge-offs to
   average net loans .............................................       0.09%        0.12%        0.17%        0.15%        0.22%
                                                                     ============================================================
</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 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.  The risk of loss from  commercial real estate
loans is impacted by the value of real estate, which can fluctuate significantly
in a  short  period  of  time.  Additionally,  commercial  real  estate  lending
typically  involves higher loan principal amounts and the repayment of the loans
generally is dependent,  in large part, on sufficient income from the properties
securing the loans to cover operating expenses and debt service.

                                       32
<PAGE>

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  and current delinquent loans
and  nonperforming  loans.  The level of charge-offs of installment and consumer
loans reported  between 2002 and 2004 were reflective of the significant  growth
of the indirect loan  portfolio in 1999 and 2000.  The level of  charge-offs  of
installment and consumer loans decreased in 2005 compared to 2004 as a result of
a reduction in Owners Option indirect vehicle program  charge-offs from $415,000
in 2004 to $5,000 in 2005. The level of charge-offs of installment  and consumer
loans decreased in 2006 compared to 2005 as a result of a change in loan mix out
of indirect lending and improved underwriting.

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)
                                            -----------------------------------------------
                                              2006      2005      2004      2003      2002
                                            -----------------------------------------------
<S>                                         <C>       <C>       <C>       <C>       <C>
Allocated:
  Commercial, financial and agricultural    $ 5,245   $ 4,433   $ 2,945   $ 2,540   $ 2,438
  Real Estate - Commercial ................   6,772     5,991     3,981     3,433     3,294
  Real Estate - Residential ...............     424       424       198       153       345
  Installment and consumer .............      1,218     1,447     1,605     2,428     1,763
                                            -----------------------------------------------
          Total allocated allowance .....   $13,659   $12,295   $ 8,729   $ 8,554   $ 7,840
Unallocated allowances ..................       778     1,177       921     1,232     1,419
                                            -----------------------------------------------
          Total .........................   $14,437   $13,472   $ 9,650   $ 9,786   $ 9,259
                                            ===============================================
</TABLE>

The allocated  portion of the allowance for loan losses increased $1.364 million
from  $12.295  million at December  31, 2005 to $13.659  million at December 31,
2006. Of this increase, the allowance for commercial, financial and agricultural
loans  increased  $812,000  from $4.433  million at December  31, 2005 to $5.245
million at December 31, 2006. The allowance for loan losses for commercial  real
estate  loans  increased  $781,000  from $5.991  million at December 31, 2005 to
$6.772 million at December 31, 2006.  Somewhat  offsetting these increases was a
decrease in the allowance for  installment  and consumer  loans of $229,000 from
$1.447  million at December 31, 2005 to $1.218 million at December 31, 2006. The
allowance  for  residential  real estate loans  remained the same at $424,000 at
December 31, 2006 and 2005.  The portion of the  allowance  for loan losses that
was  unallocated  decreased  by $399,000  to $778,000 at December  31, 2006 from
$1.177 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  and  potential  problem  loans  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.

                                       33
<PAGE>

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."

<TABLE>
                                           Nonperforming Loans
                                              (in thousands)
                                 ------------------------------------------
                                   2006    2005     2004     2003     2002
                                 ------------------------------------------
<S>                              <C>      <C>      <C>      <C>      <C>
Nonaccrual loans(1) ..........   $7,469   $2,234   $1,689   $  399   $1,392
                                 ==========================================

Loans past due 90 days or more   $  744   $  766   $  547   $  621   $  829
                                 ==========================================

Restructured loans(2) ........   $  231   $  324   $  497   $   18   $   20
                                 ==========================================

<FN>

     (1)  Includes $2.471 million, $975,000, $509,000, $269,000, and $628,000 at
          December 31, 2006, 2005, 2004, 2003 and 2002,  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).

     (2)  Loans reported as restructured are performing in accordance with their
          new terms, are not 90 days past due or more, and are not on nonaccrual
          status.  Therefore,  the Company  excludes  these loan balances in the
          calculations of its nonperforming loan ratios and percentages.
</FN>
</TABLE>

<TABLE>

                                         Other Nonperforming Assets
                                               (in thousands)
                                 ------------------------------------------
                                   2006    2005     2004     2003     2002
                                 ------------------------------------------
<S>                              <C>      <C>      <C>      <C>      <C>
Other real estate owned ..       $   171 $  188   $  --    $   --    $   58
                                 ==========================================

Nonperforming other assets       $     6 $   36   $  33    $   55    $   94
                                 ==========================================
</TABLE>

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,  2006,  the Company had $21.877  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
$21.877  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  $7.469  million of
nonaccrual loans at December 31, 2006 compared to $2.234 million at December 31,
2005.  Included  in  nonaccrual  loans at December  31, 2006 was $4.134  million
attributable to three  commercial real estate loans to a real estate  developer.
As of December 31, 2006, a specific valuation allowance of $1.0 million had been
assigned  to these  loans.  Loans  past due 90 days or more but  still  accruing
interest  increased  by $80,000 in 2006 to a balance of $744,000 at December 31,
2006,  from  $664,000 at December 31, 2005.  These loans are well secured and in
the process of collection.

                                       34
<PAGE>

The following table  categorizes  nonaccrual loans as of December 31, 2006 based
on levels of performance  and also details the allocation of interest  collected
during  the period in 2006 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, 2006                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 .     $    418     $    418     $      7     $    --     $    --
Contractually past due with:
   Substantial performance .        2,127        2,128           --          --         127
   Limited performance .....        1,553        1,560            7          --           8
   No performance ..........        3,371        3,517           --          --          --
                                 ----------------------------------------------------------
Total ......................     $  7,469     $  7,623     $     14     $    --     $   135
                                 ==========================================================
</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, 2006 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

Premises and equipment  decreased  $600,000,  or 2.6%,  from $23.047  million at
December  31,  2005 to $22.447  million  at  December  31,  2006.  The  decrease
consisted  primarily of depreciation and amortization  expense of $2.563 million
offset somewhat by purchases of $1.997 million.

Other Assets

Other assets increased  $2.329 million,  or 9.3%, to $27.376 million at December
31, 2006 compared to $25.047 million at December 31, 2005.

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)
                         --------------------------------------------------------------------------
                                   2006                      2005                     2004
                         --------------------------------------------------------------------------
                                       Weighted                  Weighted                 Weighted
                          Average       Average       Average     Average       Average    Average
                          Balance         Rate        Balance       Rate         Balane      Rate
                         --------------------------------------------------------------------------
<S>                      <C>              <C>       <C>            <C>        <C>            <C>
Demand
  Non-interest bearing   $   144,853        --      $   132,982       --      $   100,913       --
  Interest bearing ...        70,281      0.67%          74,976     0.57%          93,315     0.68%
Savings
  Non-interest bearing        72,796        --           71,535       --           66,163       --
  Interest bearing ...       474,518      2.99%         427,341     1.76%         345,624     0.99%
Time
  $100,000 and more ..       131,660      4.22%         126,344     3.17%         111,317     2.64%
  Under $100,000 .....       344,810      3.87%         314,248     3.06 %        241,279     2.89%
                         --------------------------------------------------------------------------
         Totals          $ 1,238,918                $ 1,147,426               $  958,611
                         ==========================================================================
</TABLE>

                                       35
<PAGE>

In analyzing  deposit  activity,  it should be noted that average total deposits
increased $91.492 million,  or 8.0%, during 2006. Included in this increase were
increases in average non-interest bearing demand deposits of $11.871 million, or
8.9%, average  non-interest bearing savings deposits of $1.261 million, or 1.8%,
average interest bearing savings deposits of $47.177 million, or 11.0%,  average
time deposits of $100,000 and more of $5.316 million,  or 4.2%, and average time
deposits under $100,000 of $30.562 million,  or 9.7%.  Slightly offsetting these
increases in average  deposits was a decrease in average interest bearing demand
deposits of $4.695 million, or 6.3%.

The table below sets forth the maturity of time  deposits  greater than $100,000
at December 31, 2006:

<TABLE>

                                               Maturity of Time Deposits of $100,000 or More
                                                               (in thousands)
                                          ---------------------------------------------------------
                                                                                       Total Time
                                          State of Illinois                            Deposits of
Maturity at December 31, 2006:              Time Deposits       CDs          IRAs  $100,000 or More
                                          ---------------------------------------------------------
<C>                                           <C>            <C>          <C>           <C>
3 months or less ....................         $  1,050       $ 41,276     $  1,206      $ 43,532
3 to 6 months .......................               --         25,648          444        26,092
6 to 12 months ......................               --         32,330        2,895        35,225
Over 12 months ......................            2,750         32,324        5,957        41,031
                                              --------------------------------------------------
        Total .......................         $  3,800       $131,578     $ 10,502      $145,880
                                              ==================================================
</TABLE>

Federal Funds Purchased and Repurchase Agreements

This category  includes federal funds purchased,  which are generally  overnight
transactions, and securities sold under repurchase agreements, which mature from
one day to one year  from the date of sale.  The table in note 8 in the Notes to
Consolidated  Financial Statements shows the balances of federal funds purchased
and repurchase agreements at December 31, 2006 and 2005, the average balance for
the years ended  December 31,  2006,  2005 and 2004,  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, 2006 and 2005,  are  disclosed in note 17 in the
Notes to Consolidated Financial Statements.

Capital

Total  shareholders'  equity increased $6.586 million,  from $143.769 million at
December  31,  2005 to  $150.355  million at December  31,  2006.  Net income of
$19.237 million, and increases of $659,000 in stock option expense,  $442,000 in
accumulated other  comprehensive  income and $241,000 in deferred tax benefit on
stock option exercises were offset somewhat by cash dividends declared of $9.470
million  and a  decrease  of $4.523  million as a result of net  treasury  stock
transactions.

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
December 31, 2006 and 2005 was 8.4% and 7.8%,  respectively.  The leverage ratio
for the Bank is disclosed in note 19 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 December 31, 2006 and 2005 was
12.5%  and  11.7%,  respectively  -  significantly  higher  than the  regulatory
minimum.  The Bank's total risk-weighted assets ratio is disclosed in note 19 in
the Notes to the Consolidated  Financial  Statements and is significantly higher
than the regulatory minimum.

                                       36
<PAGE>

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 demand and  deposit  withdrawals.  Cash
flows  fluctuate  with changes in economic  conditions,  current  interest  rate
trends and as a result of management strategies and programs. In general,  funds
provided  by  customer   deposits,   federal  funds   purchased  and  repurchase
agreements, and maturities, calls and paydowns of investment securities are used
to fund loans and purchase  investment  securities.  Available funds are used to
fund demand for loans that meet the Company's  credit quality  guidelines,  with
the remaining funds used to purchase investment  securities and/or federal funds
sold.  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
2006. A review of the  consolidated  statement of cash flows in the accompanying
financial  statements  shows  that  the  Company's  cash  and  cash  equivalents
decreased  $32.681  million from  December  31, 2005 to December  31, 2006.  The
decrease  in 2006  resulted  from  cash  used in  financing  activities,  offset
somewhat by cash  provided by operating  and  investing  activities.  There were
differences in sources and uses of cash during 2006 compared to 2005.  Cash used
in  financing  activities  during  2006 was  $109.103  million  compared to cash
provided of $76.175  million during the same period in 2005,  primarily due to a
decrease in deposits during 2006 of $42.485  million  compared to an increase of
$69.306  million in 2005, a decrease in federal funds  purchased and  repurchase
agreements  of $10.129  million  during 2006  compared to an increase of $21.552
million  during 2005,  advances  from Federal Home Loan Bank  advances and other
borrowings of $1.000 million during 2006 compared to $39.000 million during 2005
and payments on Federal Home Loan Bank advances and other  borrowings of $43.909
million in 2006 compared to $39.095  million in 2005. Less cash was used in 2006
for treasury stock transactions compared to 2005.

Cash was  provided by  investing  activities  during 2006  compared to cash used
during the same period in 2005,  primarily due to  differences in investments in
debt and equity  securities.  Cash provided by activities related to investments
in debt and equity  securities  during 2006 was $43.018 million compared to cash
used of $47.272  million  during the same period in 2005.  In 2006,  proceeds of
$134.231 million from maturities, calls and sales of debt and equity securities,
principal  paydowns on  mortgage-backed  securities,  and return of principal on
non-marketable  equity securities and proceeds from redemption of non-marketable
equity  securities were somewhat offset by cash used to purchase debt and equity
securities of $91.213  million.  In 2005,  cash used to purchase debt and equity
securities  of  $335.505  million  was  somewhat  offset by proceeds of $288.233
million  from  maturities,  calls  and  sales  of debt  and  equity  securities,
principal  paydowns on  mortgage-backed  securities,  and return of principal on
non-marketable  equity  securities.  There was also a difference  in loan volume
during 2006 compared to 2005.  Cash of $12.918 million was provided in 2006 by a
decrease  in loans  compared  to cash used of $15.264  million in 2005 due to an
increase  in  loans.  The  decrease  in loans in 2006  was  attributable  to the
Company's  unwillingness to meet some of the underwriting and pricing  available
in the market.  Less cash was provided by operating  activities in 2006 compared
to 2005.

The Company's future short-term cash requirements are expected 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.  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 $15.000
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 that may arise.

                                       37
<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, 2006 (in thousands):
<TABLE>

                                          FHLB and Other  Operating
Years Ended December 31,   Time Deposits   borrowings(1)    Leases      Total
                           ----------------------------------------------------
<C>                        <C>             <C>          <C>          <C>
2007                       $  330,652      $    2,454    $     374   $  333,480
2008                           77,298          22,023          341       99,662
2009                           73,887              --          316       74,203
2010                           14,685              --          304       14,989
2011                            2,475              --          288        2,763
Thereafter                         10              --          147          157
                           ----------------------------------------------------
Total                      $  499,007      $   24,477    $   1,770   $  525,254
                           ====================================================
Commitments to extend credit:
  Commitments                                                        $  333,416
  Standby letters of credit                                              28,464

<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.
          FHLB and other borrowings  include fixed rate callable advances of $16
          million,  redeemable at the option of the holder on a quarterly  basis
          until their maturity dates in 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, 2006:

<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   $   12,777    $     --      $     --     $     --     $     --     $   12,777
  Debt and equity securities(1) ..................       14,453        38,734        46,140      126,373      176,995      402,695
  Loans(2) .......................................      292,213        46,924        41,597       95,771      526,533    1,003,038
                                                     -----------------------------------------------------------------------------
          Total interest earning assets ..........   $  319,443    $   85,658    $   87,737   $  222,144   $  703,528   $1,418,510
                                                     -----------------------------------------------------------------------------
Interest bearing liabilities:
  Savings and interest bearing demand deposits ...   $   43,512    $    1,594    $    2,391   $    4,781   $  181,705   $  233,983
  Money market savings deposits ..................      275,172          --            --           --           --        275,172
  Time deposits ..................................       52,075        71,442        69,133      181,388      124,969      499,007
  Federal funds purchased and repurchase
    agreements ...................................      103,159         2,009           104        3,051         --        108,323
  FHLB Advances and other borrowings .............        3,431        16,046          --           --          5,000       24,477
                                                     -----------------------------------------------------------------------------
          Total interest bearing liabilities .....   $  477,349    $   91,091    $   71,628   $  189,220   $  311,674   $1,140,962
                                                     =============================================================================
Net asset (liability) funding gap ................   $ (157,906)   $   (5,433)   $   16,109   $   32,924   $  391,854   $  277,548
                                                     -----------------------------------------------------------------------------
Repricing gap ....................................         0.67          0.94          1.22         1.17         2.26         1.24
Cumulative repricing gap .........................         0.67          0.71          0.77         0.86         1.24         1.24
                                                     =============================================================================
<FN>
     (1)Debt and equity securities include securities available-for-sale.
     (2)Loans include mortgage loans held-for-sale.
</FN>
</TABLE>
                                       38
<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, 2006, the Company tended to be somewhat liability  sensitive due
to the levels of savings and interest  bearing demand  deposits,  time deposits,
federal funds  purchased and  repurchase  agreements.  As such,  the effect of a
decrease  in the prime rate of 100 basis  points  would  increase  net  interest
income by approximately  $1.579 million in 30 days and $1.633 million 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, 2006,  the Company's  RSA/RSL
was 0.86, which was within the established guidelines.

In addition to managing  interest rate sensitivity and liquidity through the use
of gap reports, the Company has provided for emergency liquidity situations with
informal  agreements with correspondent  banks that permit the Company to borrow
federal funds on an unsecured  basis.  Additionally,  at December 31, 2006,  the
Company had a $15 million  unsecured line of credit with a  correspondent  bank,
all of which  was  available  at that  date.  The  Company  also has  sufficient
capacity  to permit  it to borrow  funds  from the  Federal  Home Loan Bank on a
secured  basis (refer to the  Liquidity  and Cash Flows  section for  additional
information).

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, 2006 and December
31,  2005 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.

<TABLE>
                                             +200     +100      -100      -200
                                             -----------------------------------
<S>                                           <C>      <C>     <C>       <C>
December 31, 2006 .......................     4.7%     2.4%    (2.5%)    (5.2%)
December 31, 2005 .......................     8.9%     4.7%    (4.7%)    (9.4%)
</TABLE>

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.

                                       39
<PAGE>
Emerging Accounting Standards

In July 2006,  the FASB  issued  FASB  Interpretation  No. 48,  "Accounting  for
Uncertainty  in Income  Taxes."(FIN  48). FIN 48 clarifies  the  accounting  and
reporting  for  income  taxes  recognized  in  accordance  with  SFAS  No.  109,
"Accounting  for Income Taxes." This  interpretation  prescribes a comprehensive
model for the financial  statement  recognition,  measurement,  presentation and
disclosure of uncertain  tax  positions  taken or expected to be taken in income
tax  returns.  The  Company  does not  expect the  adoption  of FIN 48 to have a
material  impact on its financial  statements.  The Company will adopt FIN 48 in
the first quarter of 2007.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This
Statement defines fair value,  establishes a framework for measuring fair value,
and expands  disclosures about fair value  measurements.  It clarifies that fair
value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants in the market in
which the reporting  entity  transacts.  The Statement  does not require any new
fair value  measurements,  but rather,  it provides  enhanced  guidance to other
pronouncements  that require or permit assets or  liabilities  to be measured at
fair value.  This  Statement  is  effective  for fiscal  years  beginning  after
November 15, 2007, with earlier adoption permitted.  The Company does not expect
that the adoption of this Statement will have a material impact on its financial
position, results of operations and cash flows.

In September  2006, the Securities  and Exchange  Commission  (SEC) issued Staff
Accounting  Bulletin  (SAB)  No.  108 to  require  quantification  of  financial
statement misstatements under both the "rollover approach" and the "iron curtain
approach". The "rollover approach" quantifies a misstatement based on the amount
of the error originating in the current year income  statement,  but ignores the
effects of correcting the portion of the current year balance sheet misstatement
that  originated  in prior  years.  The "iron  curtain  approach"  quantifies  a
misstatement based on the effects of correcting the misstatement existing in the
balance sheet at the end of the current year, irrespective of the misstatement's
year(s)  of  origination.  The  provisions  of SAB No.  108 were  applied to the
Company for the year ended  December  31, 2006 and adoption had no impact on the
financial statements.

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.  The 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    Unexpected   results  of  the   proposed   merger   with  First  Busey
          Corporation.

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

     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, the Securities and Exchange Commission and the Public
          Company Accounting Oversight Board.

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

In addition to the risk factors  described  above,  there are other factors that
may impact any  public  company,  including  ours,  which  could have a material
adverse  affect on the  operations  and future  prospects of the Company and its
subsidiaries.  These risks and uncertainties  should be considered in evaluating
forward-looking  statements  and  undue  reliance  should  not be placed on such
statements.

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.

                                       40
<PAGE>

Item 8.  Financial Statements and Supplementary Data















                                                   MAIN STREET TRUST, INC.
                                                      AND SUBSIDIARIES

                                               Consolidated Financial Statements

                                               December 31, 2006, 2005 and 2004











                                       41
<PAGE>




70



                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES




                                TABLE OF CONTENTS





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ..                    43



CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets ..............................                    44

Consolidated Statements of Income ........................                    45

Consolidated Statements of Changes in Shareholders' Equity                    46

Consolidated Statements of Cash Flows ....................                 47-48

Notes to Consolidated Financial Statements ...............                 49-73

                                       42
<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, 2006 and 2005, 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, 2006.  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, 2006 and 2005, and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2006, 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,
2006 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 March 14, 2007 expressed an  unqualified  opinion on
management's  assessment of the  effectiveness  of Main Street  Trust,  Inc. and
subsidiaries'  internal  control over  financial  reporting  and an  unqualified
opinion on the  effectiveness  of Main  Street  Trust,  Inc.  and  subsidiaries'
internal control over financial reporting.

As described in Note 1 to the  Consolidated  Financial  Statements,  the Company
adopted  Financial  Accounting  Standards Board Statement No. 123(R),  effective
January 1, 2006.


/s/ McGladrey & Pullen, LLP
---------------------------


Champaign, Illinois
March 14, 2007


                                       43
<PAGE>

<TABLE>

                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 2006 and 2005
                        (in thousands, except share data)

                                                                       2006           2005
                                                                   --------------------------
<S>                                                                <C>            <C>
Assets
Cash and due from banks ........................................   $    48,608    $    52,007
Federal funds sold and interest bearing deposits ...............        12,777         42,059
                                                                   --------------------------
          Cash and cash equivalents ............................        61,385         94,066
                                                                   --------------------------
Investments in debt and equity securities:
  Available-for-sale, at fair value ............................       318,575        343,087
  Held-to-maturity, at cost (fair value of $69,037 and $75,665
    at December 31, 2006 and 2005, respectively) ...............        69,893         76,542
  Non-marketable equity securities .............................        14,227         24,994
                                                                   --------------------------
          Total investments in debt and equity securities ......       402,695        444,623
                                                                   --------------------------
Loans, net of allowance for loan losses of $14,437 and $13,472
  at December 31, 2006 and 2005, respectively ..................       987,485      1,002,927
Mortgage loans held for sale ...................................         1,116          1,661
Premises and equipment .........................................        22,447         23,047
Goodwill .......................................................        20,736         20,736
Core deposit intangibles .......................................         3,698          4,569
Accrued interest receivable ....................................         9,663          8,461
Other assets ...................................................        27,376         25,047
                                                                   --------------------------
          Total assets .........................................   $ 1,536,601    $ 1,625,137
                                                                   ==========================

Liabilities and Shareholders' Equity
Liabilities:
  Deposits:
    Non-interest bearing .......................................   $   225,325    $   240,823
    Interest bearing ...........................................     1,008,162      1,035,149
                                                                   --------------------------
          Total deposits .......................................     1,233,487      1,275,972

  Federal funds purchased and repurchase agreements ............       108,323        118,452
  Federal Home Loan Bank advances and other borrowings .........        24,477         67,386
  Accrued interest payable .....................................         5,187          4,657
  Other liabilities ............................................        14,772         14,901
                                                                   --------------------------
          Total liabilities ....................................     1,386,246      1,481,368
                                                                   --------------------------

Commitments and Contingencies (Notes 17 and 18)

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 ..............................................        56,089         55,189
  Retained earnings ............................................       129,539        120,238
  Accumulated other comprehensive loss .........................        (1,155)        (1,597)
                                                                   --------------------------
                                                                       184,585        173,942
  Less:  treasury stock, at cost, 1,196,950 and 1,072,644 shares
    at December 31, 2006 and  2005, respectively ...............       (34,230)       (30,173)
                                                                   --------------------------
          Total shareholders' equity ...........................       150,355        143,769
                                                                   --------------------------
          Total liabilities and shareholders' equity ...........   $ 1,536,601    $ 1,625,137
                                                                   ==========================

See accompanying notes to consolidated financial statements.
</TABLE>
                                       44

<PAGE>
<TABLE>
                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years Ended December 31, 2006, 2005 and 2004 (in thousands,
                 except share and per share data)

                                                                         2006           2005            2004
                                                                   -------------------------------------------
<S>                                                                <C>            <C>             <C>
Interest income:
  Loans and fees on loans ......................................   $     70,507   $     60,988    $     41,568
  Investments in debt and equity securities
    Taxable ....................................................         17,742         12,465          10,793
    Tax-exempt .................................................          1,183          1,516           1,844
  Federal funds sold and interest bearing deposits .............          1,327          2,023             600
                                                                   -------------------------------------------
          Total interest income ................................         90,759         76,992          54,805

Interest expense:
  Deposits .....................................................         33,555         21,589          13,972
  Federal funds purchased and repurchase agreements ............          5,531          3,097           1,271
  Federal Home Loan Bank advances and other borrowings .........          2,126          2,793           1,609
                                                                   -------------------------------------------
          Total interest expense ...............................         41,212         27,479          16,852
                                                                   -------------------------------------------

          Net interest income ..................................         49,547         49,513          37,953
Provision for loan losses ......................................          1,800          1,530           1,100
                                                                   -------------------------------------------
          Net interest income after provision for loan losses ..         47,747         47,983          36,853

Non-interest income:
  Remittance processing ........................................          7,306          6,748           7,201
  Trust and brokerage fees .....................................          8,235          7,599           6,492
  Service charges on deposit accounts ..........................          2,719          2,923           2,419
  Securities transactions, net .................................            456           (586)            133
  Gain on sales of mortgage loans, net .........................            596            886             997
  Other ........................................................          3,271          2,907           2,605
                                                                   -------------------------------------------
          Total non-interest income ............................         22,583         20,477          19,847

Non-interest expense:
  Salaries and employee benefits ...............................         23,572         23,099          18,889
  Occupancy ....................................................          3,049          3,074           2,669
  Equipment ....................................................          2,513          2,592           2,512
  Data processing ..............................................          3,170          2,416           2,283
  Office supplies ..............................................          1,248          1,245           1,247
  Service charges from correspondent banks .....................            284            513             781
  Amortization of core deposit intangibles .....................            870            653              --
  Other ........................................................          6,242          6,187           5,498
                                                                   -------------------------------------------
          Total non-interest expense ...........................         40,948         39,779          33,879

          Income before income taxes ...........................         29,382         28,681          22,821
Income taxes ...................................................         10,145         10,373           8,043
                                                                   -------------------------------------------
          Net income ...........................................   $     19,237   $     18,308    $     14,778
                                                                   ===========================================

Per share data:
  Basic earnings per share .....................................   $       1.91   $       1.82    $       1.56
  Weighted average shares of common stock outstanding ..........     10,094,433     10,060,032       9,481,034

  Diluted earnings per share ...................................   $       1.88   $       1.80    $       1.54
  Weighted average shares of common stock and dilutive potential
    common shares outstanding ..................................     10,222,543     10,157,409       9,594,148

Dividends declared per share ...................................   $       0.94   $       0.89    $       0.85

See accompanying notes to consolidated financial statements.

</TABLE>
                                       45
<PAGE>

<TABLE>
                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

           Consolidated Statements of Changes in Shareholders' Equity

                         Years Ended December 31, 2006,
                          2005 and 2004 (in thousands,
                        except share and per share data)

                                                                                        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, 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 declared ($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
Comprehensive Income:
  Net income ..........................          --       --            --      18,308          --          --         --    18,308
  Net change in unrealized
    gain (loss) on securities
    available-for-sale, net of
    taxes of ($1,154) .................          --       --            --          --      (1,731)         --         --    (1,731)
  Reclassification adjustment,
    net of tax of $234 ................          --       --            --          --         352          --         --       352
                                                                                                                            --------
          Comprehensive income ........                                                                                       16,929
                                                                                                                            --------
Cash dividends declared ($0.89
  per share) ..........................          --       --            --      (8,926)         --          --         --    (8,926)
Acquisition of Citizens First
Financial Corp. .......................          --       --            --       2,888          --    (896,899)    24,916    27,804
Treasury stock transactions, net ......          --       --            --        (103)         --     199,214     (5,910)   (6,013)
                                         -------------------------------------------------------------------------------------------
Balance, December 31, 2005 ............  11,219,319      112        55,189     120,238      (1,597)  1,072,644    (30,173)  143,769
  Comprehensive Income:
    Net income ........................          --       --            --      19,237          --          --         --    19,237
    Net change in unrealized
      gain (loss) on securities
      available-for-sale, net of
      taxes of $478 ...................          --       --            --          --         715          --         --       715
    Reclassification adjustment,
      net of tax of ($183) ............          --       --            --          --        (273)         --         --      (273)
                                                                                                                            --------
          Comprehensive income ........                                                                                      19,679
                                                                                                                            --------
Paid-in capital- stock options ........          --       --           659          --          --          --         --       659
Deferred tax benefit on stock option
  exercises ...........................          --       --           241          --          --          --         --       241
Cash dividends declared ($0.94
  per share) ..........................          --       --            --      (9,470)         --          --         --    (9,470)
Treasury stock transactions, net ......          --       --            --        (466)         --     124,306     (4,057)   (4,523)
                                         -------------------------------------------------------------------------------------------

Balance, December 31, 2006 ............  11,219,319  $   112   $    56,089  $  129,539   $  (1,155)  1,196,950  $ (34,230) $150,355
                                         ===========================================================================================

See accompanying notes to consolidated financial statements.

                                       46
</TABLE>

<PAGE>

<TABLE>
                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                  Years Ended December 31, 2006, 2005 and 2004
                                 (in thousands)

                                                                                    2006         2005         2004
                                                                                 -----------------------------------
<S>                                                                              <C>          <C>          <C>
Cash flows from operating activities:
  Net income .................................................................   $  19,237    $  18,308    $  14,778
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Depreciation and amortization - fixed assets ...............................       2,563        2,533        2,544
  Amortization of bond premiums and accretion of discounts, net ..............         500        1,082        2,386
  Amortization of core deposit intangibles ...................................         870          653           --
  Provision for loan losses ..................................................       1,800        1,530        1,100
  Deferred income taxes ......................................................      (2,191)         (13)         208
  Securities transactions, net ...............................................        (456)         586         (133)
  Federal Home Loan Bank stock dividend ......................................          --         (797)        (250)
  Undistributed earnings from non-marketable equity securities ...............        (397)      (1,555)        (304)
  Gain on sales of mortgage loans, net .......................................        (596)        (886)        (997)
  Loss (gain) on disposal of premises and equipment ..........................          13            8         (236)
  Proceeds from sales of mortgage loans originated for sale ..................      52,417       65,334       76,864
  Mortgage loans originated for sale .........................................     (51,276)     (64,822)     (76,240)
  Stock based compensation plan expense ......................................         659           --           --
  Other, net .................................................................      (1,412)       2,527          463
                                                                                 -----------------------------------
          Net cash provided by operating activities ..........................      21,731       24,488       20,183
                                                                                 -----------------------------------

Cash flows from investing activities:
  Net decrease (increase) in loans ...........................................      12,918      (15,264)     (96,108)
  Proceeds from maturities and calls of investments in debt securities:
    Held-to-maturity .........................................................      20,917        9,549       20,793
    Available-for-sale .......................................................      84,805      194,110      192,975
  Proceeds from sales of investments in debt and equity securities:
    Available-for-sale .......................................................       6,078       56,245        3,223
  Purchases of investments in debt and equity securities:
    Held-to-maturity .........................................................     (19,882)     (17,377)     (49,029)
    Available-for-sale .......................................................     (69,906)    (317,443)    (219,215)
    Non-marketable equity securities .........................................      (1,425)        (685)        (425)
  Principal paydowns from mortgage-backed securities:
    Held-to-maturity .........................................................       5,322       11,752       42,967
    Available-for-sale .......................................................       4,520       14,777       14,660
  Return of principal on non-marketable equity securities ....................       1,795        1,800          522
  Proceeds from redemption of non-marketable equity securities ...............      10,794           --          231
  Purchases of premises and equipment ........................................      (1,997)      (2,516)      (2,396)
  Proceeds from disposal of premises and equipment ...........................          21            8          623
  Proceeds from sales of other real estate ...................................         731           --           40
  Acquisition of Citizens First Financial Corporation, net of cash and
    cash equivalents .........................................................          --       (6,385)          --
                                                                                 -----------------------------------
          Net cash provided by (used in) investing activities ................      54,691      (71,429)     (91,139)
                                                                                 -----------------------------------

Cash flows from financing activities:
  Net (decrease) increase in deposits ........................................     (42,485)      69,306       76,105
  Net (decrease) increase in federal funds purchased and repurchase agreements     (10,129)      21,552       (6,098)
  Advances from Federal Home Loan Bank advances and other borrowings .........       1,000       39,000           --
  Payments on Federal Home Loan Bank advances and other borrowings ...........     (43,909)     (39,095)         (98)
  Cash dividends paid ........................................................      (9,298)      (8,671)      (7,972)
  Excess tax benefit- stock based compensation plan ..........................         241           --           --
  Treasury stock transactions, net ...........................................      (4,523)      (6,013)      (1,956)
                                                                                 -----------------------------------
          Net cash (used in) provided by financing activities ................    (109,103)      76,079       59,981
                                                                                 -----------------------------------
          Net (decrease) increase in cash and cash equivalents ...............     (32,681)      29,138      (10,975)
Cash and cash equivalents at beginning of year ...............................      94,066       64,928       75,903
                                                                                 -----------------------------------
Cash and cash equivalents at end of period ...................................   $  61,385    $  94,066    $  64,928
                                                                                 ===================================

See accompanying notes to consolidated financial statements.

                                       47
</TABLE>

<PAGE>
<TABLE>

                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                Supplemental Disclosure of Cash Flow Information
                  Years Ended December 31, 2006, 2005 and 2004
                                 (in thousands)

                                                              2006         2005        2004
                                                           -----------------------------------
<S>                                                        <C>          <C>         <C>
Cash paid during the year for:
  Interest .............................................   $  40,682    $  25,616   $  15,920
  Income Taxes .........................................      11,504        8,931       6,780
  Real estate acquired through or in lieu of foreclosure         704          148          40
Dividends declared not paid ............................       2,506        2,334       2,079



Acquisition of Citizens First Financial Corporation:
  Stock issued .........................................                $  27,804
  Cash paid ............................................                   28,416
  Capitalized expenses .................................                      621
                                                                        ---------
          Total cost of acquisition ....................                $  56,841
                                                                        =========


Assets acquired:
  Cash and due from banks ..............................                $   6,022
  Federal funds sold and interest bearing deposits .....                   16,630
                                                                        ---------
          Cash and cash equivalents ....................                   22,652

Investments in debt and equity securities:
  Available-for-sale, at fair value ....................                   23,865
  Non-marketable equity securities .....................                   16,374
Loans, net of allowance for loan losses ................                  228,114
Mortgage loans held for sale ...........................                      282
Premises and equipment .................................                    5,993
Accrued interest receivable ............................                    1,571
Goodwill ...............................................                   20,736
Core deposit intangibles ...............................                    5,222
Other assets ...........................................                    6,174
Liabilities assumed:
Deposits ...............................................                 (232,089)
Federal Home Loan Bank advances and other borrowings ...                  (37,599)
Accrued interest payable ...............................                     (193)
Other liabilities ......................................                   (4,261)
                                                                        ---------
Net assets acquired ....................................                $  56,841
                                                                        =========

See accompanying notes to consolidated financial statements
</TABLE>
                                       48
<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, Bloomington, 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,  impairment  of goodwill  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  &  Trust  and  FirsTech,  Inc.,  a  retail  payment
               processing  company.  On April 1,  2005,  the  Company  purchased
               Citizens First Financial  Corp.,  which was the parent company of
               Citizens  Savings Bank,  based in Bloomington,  Illinois.  At the
               close of business on October 7, 2005,  Citizens  Savings Bank was
               merged into Main Street Bank & Trust.  During 2004, the Company's
               subsidiary  banks,  BankIllinois  and The First  National Bank of
               Decatur,   were   merged  to  form  Main  Street  Bank  &  Trust.
               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;  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.

                                       49
<PAGE>

               Company information is provided for informational  purposes only,
               since it is not  considered  a  separate  segment  for  reporting
               purposes.  Effective  January  1, 2005,  certain  administrative,
               audit,  compliance,  accounting,  finance,  property  management,
               human resources,  courier,  information systems and other support
               services  previously  included  in the budget of the  Company was
               moved to the  Banking  Services  Segment.  During  this  process,
               approximately  77 full time equivalent  employees were moved from
               the  Company to Main  Street  Bank & Trust.  The net  expenses of
               these  functions  were  allocated  to the Company and FirsTech by
               charging a monthly management fee.

               The  following  is a summary  of  selected  data for the  various
               business  segments as of and for the year ending  December 31 (in
               thousands):
<TABLE>

                                                                  Banking     Remittance
                                                                 Services      Services       Company     Eliminations       Total
                                                                 -------------------------------------------------------------------
               <S>                                               <C>           <C>            <C>            <C>           <C>
               2006
                 Total interest income                           $  90,139     $       29     $   657        $    (66)     $  90,759
                 Total interest expense                             40,970             --         308             (66)        41,212
                 Provision for loan losses                           1,800             --          --              --          1,800
                 Total non-interest income                          15,754          7,693         427          (1,291)        22,583
                 Total non-interest expense                         35,988          4,605       1,646          (1,291)        40,948
                 Income before income tax                           27,135          3,117        (870)             --         29,382
                 Income tax expense                                  9,593          1,309        (757)             --         10,145
                 Net income                                         17,542          1,808        (113)             --         19,237
                 Goodwill                                           20,736             --          --              --         20,736
                 Total assets                                    1,524,734          4,506     154,880        (147,519)     1,536,601
                 Depreciation and amortization - fixed assets        2,190            318          55              --          2,563

               2005
                 Total interest income                           $  75,087     $       14     $ 1,935        $    (44)     $  76,992
                 Total interest expense                             27,180             --         343             (44)        27,479
                 Provision for loan losses                           1,530             --          --              --          1,530
                 Total non-interest income                          15,238          6,899        (592)         (1,068)        20,477
                 Total non-interest expense                         35,199          4,281       1,367          (1,068)        39,779
                 Income before income tax                           26,416          2,632        (367)             --         28,681
                 Income tax expense                                  9,428          1,107        (162)             --         10,373
                 Net income                                         16,988          1,525        (205)             --         18,308
                 Goodwill                                           20,736             --          --              --         20,736
                 Total assets                                    1,610,026          3,365     153,974        (142,228)     1,625,137
                 Depreciation and amortization - fixed assets        2,126            354          53              --          2,533

               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 - fixed assets        1,535            623         386              --          2,544
</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.

                                       50
<PAGE>

          (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  is
               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.

               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.

               Effective  for the period ended  December  31, 2005,  the Company
               modified   its   policy   for    evaluating    investments    for
               other-than-temporary    impairment.   Under   its   new   policy,
               investments,  other  than  debt  security  investments  where the
               impairment is deemed to be due solely to interest rate movements,
               are assumed to be impaired and the impairment  recognized through
               earnings no later than twelve  months from the date the  security
               was first impaired, unless there is "overwhelming evidence to the
               contrary."  Under  the  policy,  "overwhelming  evidence  to  the
               contrary"  is a rare  instance,  but might  include,  among other
               things, an announced sale soon after a reporting period where the
               price  would  cause an  impairment  to  reverse.  Further,  under
               certain circumstances, including a bankruptcy, catastrophic event
               or other  circumstances  which  cause the  Company to  determine,
               after analyzing the specific facts,  that the decline in the fair
               value is other than  temporary,  the Company  would  recognize an
               other than temporary  impairment  write-down upon such occurrence
               or determination, and not wait twelve months from the time of the
               impairment.

               Non-marketable  equity securities include other investments which
               are  carried  at  fair  value  as  well  as the  Bank's  required
               investment in the capital stock of the Federal Home Loan Bank. No
               ready market  exists for FHLB stock,  and it has no quoted market
               value.  For disclosure  purpose,  such stock is assumed to have a
               market value which is equal to cost.  Dividends  received on such
               stock are  included  with  interest  income  in the  consolidated
               statements of operations.

                                       51
<PAGE>

               On  April  18,  2006,  the  Federal  Home  Loan  Bank of  Chicago
               ("FHLBC")  announced  plans to  redeem  excess  (or  "voluntary")
               capital stock held by its members.  The FHLBC received regulatory
               approval to redeem  approximately  $795  million of stock held by
               members in excess of the  minimum  required  as a  condition  for
               membership.  During  the  second  quarter  of 2006,  the  Company
               redeemed  approximately  $7.397  million  of  excess  stock  (the
               Company's  pro rata  share).  On  November  8, 2006,  the Federal
               Housing  Finance Board  authorized  the FHLBC's  redemption of an
               additional  $375  million of  members'  excess  (or  "voluntary")
               capital  stock.  The Company's  pro-rata  share of  approximately
               $3.397 million was redeemed during the fourth quarter. No gain or
               loss was recognized on the redemption.

          (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.

                                       52
<PAGE>

               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 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 2 to 39
               years for buildings and leasehold  improvements and 1 to 10 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  $171,000  of other  real  estate at  December  31,  2006 and
               $188,000 of other real estate at December 31, 2005.

          (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 are the only  dilutive  potential
               common shares.  The weighted average number of dilutive potential
               common shares is calculated using the treasury stock method.

                                       53
<PAGE>

               Earnings per share has been computed as follows:

<TABLE>

                                                                               2006            2005            2004
                                                                            -------------------------------------------
               <S>                                                          <C>             <C>             <C>

               Net Income                                                   $19,237,000     $18,308,000     $14,778,000
               Shares:
                 Weighted average common shares outstanding                  10,094,433      10,060,032       9,481,034
                 Dilutive effect of outstanding options, as determined
                   by the application of the treasury stock method              128,110          97,377         113,114
                                                                            -------------------------------------------
                 Weighted average common shares outstanding,
                   as adjusted                                              $10,222,543      10,157,409       9,594,148
                                                                            ============================================
               Basic earnings per share                                          $ 1.91          $ 1.82          $ 1.56
                                                                            ============================================
               Diluted earnings per share                                        $ 1.88          $ 1.80          $ 1.54
                                                                            ============================================
</TABLE>

          (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 and repurchase  agreements
               are reported net.

          (o)  Emerging Accounting Standards

               In July  2006,  the  FASB  issued  FASB  Interpretation  No.  48,
               "Accounting  for  Uncertainty in Income  Taxes."(FIN  48). FIN 48
               clarifies   the   accounting   and  reporting  for  income  taxes
               recognized  in  accordance  with SFAS No.  109,  "Accounting  for
               Income  Taxes." This  interpretation  prescribes a  comprehensive
               model  for  the  financial  statement  recognition,  measurement,
               presentation  and disclosure of uncertain tax positions  taken or
               expected to be taken in income tax returns.  The Company does not
               expect the  adoption  of FIN 48 to have a material  impact on its
               financial statements.  The Company will adopt FIN 48 in the first
               quarter of 2007.

               In  September  2006,  the FASB issued  SFAS No. 157,  "Fair Value
               Measurements."  This Statement defines fair value,  establishes a
               framework for measuring fair value, and expands disclosures about
               fair  value  measurements.  It  clarifies  that fair value is the
               price that would be received to sell an asset or paid to transfer
               a liability in an orderly transaction between market participants
               in the  market  in which  the  reporting  entity  transacts.  The
               Statement does not require any new fair value  measurements,  but
               rather,  it provides  enhanced  guidance to other  pronouncements
               that require or permit  assets or  liabilities  to be measured at
               fair  value.   This  Statement  is  effective  for  fiscal  years
               beginning  after  November  15,  2007,   with  earlier   adoption
               permitted.  The Company does not expect that the adoption of this
               Statement will have a material impact on its financial  position,
               results of operations and cash flows.

               In September 2006, the Securities and Exchange  Commission  (SEC)
               issued  Staff  Accounting  Bulletin  (SAB)  No.  108  to  require
               quantification of financial  statement  misstatements  under both
               the  "rollover  approach" and the "iron  curtain  approach".  The
               "rollover approach" quantifies a misstatement based on the amount
               of the error  originating  in the current year income  statement,
               but ignores the effects of correcting  the portion of the current
               year balance sheet  misstatement  that originated in prior years.
               The "iron curtain  approach"  quantifies a misstatement  based on
               the  effects  of  correcting  the  misstatement  existing  in the
               balance sheet at the end of the current year, irrespective of the
               misstatement's year(s) of origination.  The provisions of SAB No.
               108 were  applied to the Company for the year ended  December 31,
               2006 and adoption had no impact on the financial statements.

                                       54
<PAGE>

          (p)  Stock Option Plans

               The  Company  has one  share-based  compensation  plan.  Prior to
               January 1, 2006,  the Company  accounted  for that plan under the
               recognition  and  measurement  provisions  of APB Opinion No. 25,
               Accounting   for  Stock   Issued  to   Employees,   and   related
               interpretations,   as  permitted  by  FASB   Statement  No.  123,
               Accounting   for   Stock-Based   Compensation.   No   stock-based
               compensation  cost was recognized in the Statements of Income for
               the  periods  ended  prior to  January 1,  2006,  as all  options
               granted under the plan had an exercise  price equal to the market
               value  of the  underlying  common  stock  on the  date of  grant.
               Effective  January 1, 2006,  the  Company  adopted the fair value
               recognition provisions of FASB Statement No. 123(R),  Share-Based
               Payment, using the modified-prospective-transition  method. Under
               that  transition  method,  compensation  cost  recognized in 2006
               includes:  (a)  compensation  cost for all  share-based  payments
               granted prior to, but not yet vested as of January 1, 2006, based
               on the grant date fair value  estimated  in  accordance  with the
               original  provisions of Statement 123, and (b) compensation  cost
               for all  share-based  payments  granted  subsequent to January 1,
               2006,  based on the grant-date fair value estimated in accordance
               with the  provisions  of  Statement  123(R).  Results  for  prior
               periods have not been restated.

               As a result of adopting  Statement 123(R) on January 1, 2006, the
               Company's  income before income taxes and net income for the year
               ended  December  31,  2006  were  $659,000  and  $396,000  lower,
               respectively, than if it had continued to account for share-based
               compensation under APB Opinion No. 25. Basic and diluted earnings
               per share for the year ended  December  31,  2006 would have been
               $1.94 and $1.92,  respectively,  if the  Company  had not adopted
               Statement 123(R), compared to reported basic and diluted earnings
               per share of $1.91 and $1.88, respectively.

               Prior to adoption of Statement 123(R),  the Company presented all
               tax benefits of deductions  resulting  from the exercise of stock
               options as operating  cash flows in the  Statement of Cash Flows.
               Statement  123(R)  requires the cash flows resulting from the tax
               benefits  resulting from tax deductions in excess of compensation
               cost  recognized  for those  options  (excess tax benefits) to be
               classified  as  financing  cash flows.  The  $241,000  excess tax
               benefit  classified  as a financing  cash inflow  would have been
               classified  as an  operating  cash  flow if the  Company  had not
               adopted Statement 123(R).

               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 Statement  123 to options
               granted  under the  Company's  stock  option  plan in all periods
               presented.  For purposes of this pro forma disclosure,  the value
               of the options is estimated using a Black-Scholes  option-pricing
               formula and amortized over the options' vesting periods.

<TABLE>

                                                                      2005           2004
                                                                  ------------------------
               <S>                                                <C>           <C>
               Net income, as reported ........................   $   18,308    $   14,778
               Deduct total stock-based compensation expense
                 determined under the fair value method for all
                 awards, net of related tax effects ...........         (365)         (366)
                                                                  ------------------------
               Pro forma ......................................   $   17,943    $   14,412
                                                                  ========================
               Basic earnings per share:
                 As reported ..................................   $     1.82    $     1.56
                 Pro forma ....................................         1.78          1.52
               Diluted earnings per share:
                 As reported ..................................   $     1.80    $     1.54
                 Pro forma ....................................         1.77          1.50
</TABLE>
                                       55
<PAGE>

               The Main  Street  Trust,  Inc.  2000  Stock  Incentive  Plan (the
               "Plan"),  which is  shareholder-approved,  permits  the  grant of
               options for up to 2,205,000 shares of the Company's common stock.
               The Board of  Directors,  or a committee  appointed by the Board,
               may issue  options that  constitute  incentive  stock  options to
               officers and  employees  and  nonqualified  options to directors,
               officers, employees,  consultants and advisors of the Company and
               its related  corporations  (provided  that such  consultants  and
               advisors  render bona fide  services not in  connection  with the
               offer and sale of securities in a  capital-raising  transaction).
               Restricted stock and stock appreciation  rights ("SARs") may also
               be granted.  SARs may be granted  separately or in tandem with or
               by reference to an option granted prior to or simultaneously with
               the grant of such rights, to such eligible  directors,  officers,
               employees,  consultants  and  advisors  as may be selected by the
               Board of  Directors.  The Plan is  intended  to  provide  a means
               whereby directors, officers, employees,  consultants and advisors
               of the Company and its related  corporations  may sustain a sense
               of  proprietorship  and  personal  involvement  in the  continued
               development and financial  success of the Company and its related
               corporations,  and to  encourage  them to remain  with and devote
               their best efforts to the business of the Company and its related
               corporations,  thereby advancing the interests of the Company and
               its  shareholders.  Grants  under  the  Plan  to date  have  been
               nonqualified  options granted to directors and officers.  Options
               granted  under the Plan have an  exercise  price  equal to market
               value of the underlying common stock on the grant date.  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 ratably  over a one-year  period from the date
               granted.  Existing officer options vest ratably over a three-year
               period from the date granted.  All outstanding  options have a 10
               year  contractual  life.  Dividends  are not paid on  unexercised
               options.  In the event of a change of  control,  options and SARs
               become immediately and fully exercisable.

               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.

<TABLE>

                                                             2006              2005            2004
                                                        ----------------------------------------------
               <S>                                      <C>                <C>          <C>
               Number of options granted ...               150,500            137,500         140,500
               Risk-free interest rate .....            4.59% - 4.65%      3.83% - 4.08%        3.94%
               Expected life, in years .....             6.50 - 8.00        7.00 - 8.00         8.00
               Expected volatility .........                14.28%        15.05% - 15.42%      15.95%
               Expected dividend yield .....                 3.06%         2.97% - 3.06%        2.75%
</TABLE>

               Expected  volatilities are based on historical  volatility of the
               Company's  stock.  The Company uses  historical  data to estimate
               option exercises and terminations  (turnover  percentage)  within
               the valuation  method.  The expected  term of options  granted is
               derived from the output of the options valuation model which uses
               historical  data and  represents  the period of time that options
               granted  are  expected  to  be  outstanding.   Expected  turnover
               percentage  and  expected  term  are  estimated   separately  for
               directors and officers. The risk-free rate for periods within the
               contractual  life of the  option  is based  on the U.S.  Treasury
               Strips as of the grant date.

                                       56
<PAGE>

          (q)  Acquired Goodwill and Intangible Assets

               Goodwill of $20.736  million  resulted  from the  acquisition  of
               Citizens First Financial  Corp. in 2005.  Goodwill was tested for
               impairment annually on October 31. No impairment was found.

               Intangible  assets  consist  of  core  deposit  intangibles  from
               business  acquisitions.  This  amount  is  amortized  into  other
               expense on a  straight-line  basis over a six year  period.  On a
               periodic  basis,  the Company  reviews the intangible  assets for
               events  or   circumstances   that  may   indicate   a  change  in
               recoverability of the underlying basis.

<TABLE>

                                                                              As of December 31, 2006
                                                                             ------------------------
                                                                              Gross
                                                                             Carrying     Accumulated
                                                                              Amount     Amortization
                                                                             ------------------------
                <S>                                                          <C>           <C>
                Amortized intangible assets
                Core deposit intangibles .............................       $ 5,222       $ 1,523

                Unamortized intangible assets
                Goodwill .............................................       $20,736       $    --

                Aggregate Future Amortization Expense:
                  For the year ended 12/31/07 ........................           871
                  For the year ended 12/31/08 ........................           870
                  For the year ended 12/31/09 ........................           870
                  For the year ended 12/31/10 ........................           870
                  For the year ended 12/31/11 ........................           218
</TABLE>



     2.   Mergers and Acquisitions

On April 1, 2005, the Company acquired all of the outstanding  stock of Citizens
First  Financial  Corp.  ("Citizens"),  which was the parent company of Citizens
Savings Bank, based in Bloomington, Illinois. The transaction has been accounted
for as a purchase. Assets and liabilities related to the acquisition of Citizens
are reported as of the April 2005  acquisition  date.  Results of  operations of
Citizens  since  the  acquisition  date  have  been  included  in the  Company's
consolidated financial statements. The Company merged Citizens Savings Bank into
the  Bank  as of the  close  of  business  on  October  7,  2005.  The  Citizens
acquisition purchase price of approximately  $56.841 million was allocated based
upon the fair value of the assets acquired and liabilities assumed. The Citizens
excess purchase price has been allocated to goodwill and identifiable intangible
assets in accordance  with current  accounting  literature.  $5.222  million was
allocated to core deposit intangibles at acquisition and is being amortized over
a period of six years.

Proforma  unaudited  operating  results for the year ended December 31, 2005 and
2004, giving effect to the Citizens  acquisition as if it had occurred as of the
beginning of each period are as follows:

<TABLE>

                            2005         2004
                        -----------------------
                         (in thousands, except
                           per share data)
<S>                     <C>         <C>
Interest Income .....   $  81,160   $  72,854
Interest Expense ....      29,074      23,952
Net Income ..........      18,297      17,393
Basic EPS ...........        1.82        1.68
Diluted EPS .........        1.80        1.66
</TABLE>

These unaudited  proforma  results have been prepared for  comparative  purposes
only and include certain adjustments, such as additional amortization expense on
revalued purchased assets and implied interest on additional  borrowings to fund
the acquisition. In addition, 2005 merger related expenses were reallocated to a
period  prior  to the pro  forma  dates  presented.  All  adjustments  were  tax
effected. They do not purport to be indicative of the results of operations that
actually would have resulted had the combination  occurred on January 1, 2005 or
of future results of operations of the consolidated entities.

                                       57
<PAGE>

On September  21,  2006,  the Company  announced  its intent to merge with First
Busey Corporation in Urbana,  Illinois.  The combined company will operate under
the name First Busey  Corporation  and will list its common  stock on the Nasdaq
Global  Select  Market  and trade  under the  symbol  BUSE.  Under  terms of the
agreement,  Main Street  shareholders  will receive shares of First Busey common
stock,  using a fixed  exchange ratio of 1.55 shares of First Busey common stock
for each share of Main Street  common  stock.  At separate  special  meetings of
their  respective   shareholders  on  February  28,  2007,  a  majority  of  the
shareholders  of Main Street and First  Busey  voted to approve the merger.  The
merger is subject to regulatory  approval and other  customary  conditions.  The
transaction  is  expected  to be  completed  during the first half of 2007.  The
combined  company,   First  Busey   Corporation,   will  have  total  assets  of
approximately  $4.2 billion.  Following the merger of the two holding companies,
it will be their  intent to merge  their  Illinois-based  banking  subsidiaries,
Busey Bank and Main  Street  Bank & Trust.  The two banks  will be merged  under
Busey Bank's state charter, and the bank name will remain Busey Bank. The merged
bank will have total assets of  approximately  $3.6  billion and total  deposits
exceeding  $2.7 billion.  Wealth  management  assets under care for the combined
organization will be approximately $4.5 billion.


     3.   Cash and Due from Banks

The compensating  balances held at correspondent  banks were $34.695 million and
$35.711 million at December 31, 2006 and 2005, 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 $14.063
million and $12.014 million at December 31, 2006 and 2005, respectively.


     4.   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, 2006
  U.S. Treasury and other
    government agencies ............................................   $  301,507   $        5   $    2,237   $  299,275
  Mortgage-backed securities .......................................        9,116           36          205        8,947
  Obligations of state and political subdivisions ..................        9,462          235           39        9,658
  Other ............................................................          415          309           29          695
                                                                       -------------------------------------------------
                                                                       $  320,500   $      585   $    2,510   $  318,575
                                                                       =================================================


December 31, 2005
  U.S. Treasury and other
    government agencies ............................................   $  315,930   $       15   $    3,461   $  312,484
  Mortgage-backed securities .......................................       13,729           79          151       13,657
  Obligations of state and political subdivisions ..................       13,539          363           68       13,834
  Other ............................................................        2,551          619           58        3,112
                                                                       -------------------------------------------------
                                                                       $  345,749   $    1,076   $    3,738   $  343,087
                                                                       =================================================
</TABLE>

                                       58
<PAGE>

<TABLE>

                                                                                        Held-to-Maturity
                                                                       -------------------------------------------------
                                                                                       Gross        Gross
                                                                        Amortized     unrealized    unrealized     Fair
                                                                          Cost          gains        losses      value
                                                                       -------------------------------------------------
<S>                                                                    <C>          <C>          <C>          <C>
December 31, 2006
  U.S. Treasury and other
    government agencies ............................................   $   27,340   $       --   $      588   $   26,752
  Mortgage-backed securities .......................................       28,974            5          410       28,569
  Obligations of state and political subdivisions ..................       13,579          172           35       13,716
                                                                       -------------------------------------------------
                                                                       $   69,893   $      177   $    1,033   $   69,037
                                                                       =================================================
December 31, 2005
  U.S. Treasury and other
    government agencies ............................................   $   38,650   $       --   $      919   $   37,731
  Mortgage-backed securities .......................................       17,091           55          162       16,984
  Obligations of state and political subdivisions ..................       20,801          230           81       20,950
                                                                       -------------------------------------------------
                                                                       $   76,542   $      285   $    1,162   $   75,665
                                                                       =================================================
</TABLE>

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, 2006 are summarized as follows:

<TABLE>
                                         Continuous unrealized    Continuous unrealized
                                       losses existing for less  losses existing greater
                                             than 12 months           than 12 months              Total
                                       --------------------------------------------------------------------------
                                       Fair Value   Unrealized   Fair Value  Unrealized    Fair Value  Unrealized
                                                      Losses                   Losses                    Losses
                                       --------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
Available-for-Sale:
  U.S. Treasury and other
    government agencies ............   $ 42,002     $    150     $253,782     $  2,087     $295,784     $  2,237
  Mortgage-backed securities .......      1,141            9        5,541          196        6,682          205
  Obligations of state and
    political subdivisions .........         --           --        1,590           39        1,590           39
                                       -------------------------------------------------------------------------
          Subtotal, debt securities    $ 43,143     $    159     $260,913     $  2,322     $304,056     $  2,481
  Other ............................        166           29           --           --          166           29
                                       -------------------------------------------------------------------------
          Total temporarily impaired
          securities ...............   $ 43,309     $    188      $260,913    $  2,322     $304,222     $  2,510
                                       =========================================================================

Held-to-Maturity:
  U.S. Treasury and other
    government agencies ............   $     --     $     --     $ 26,655     $    588     $ 26,655     $    588
  Mortgage-backed securities .......     12,995          123       14,578          287       27,573          410
  Obligations of state and
    political subdivisions .........      1,025            1        2,986           34        4,011           35
                                       -------------------------------------------------------------------------
          Total temporarily impaired
          securities ...............   $ 14,020     $    124     $ 44,219     $    909     $ 58,239     $  1,033
                                       =========================================================================
</TABLE>
                                       59
<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, 2005, are summarized as follows:

<TABLE>
                                         Continuous unrealized    Continuous unrealized
                                       losses existing for less  losses existing greater
                                             than 12 months           than 12 months              Total
                                       --------------------------------------------------------------------------
                                       Fair Value   Unrealized   Fair Value  Unrealized    Fair Value  Unrealized
                                                      Losses                   Losses                    Losses
                                       --------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
Available-for-Sale:
  U.S. Treasury and other
    government agencies ............   $149,575     $    420     $139,128     $  3,041     $288,703     $  3,461
  Mortgage-backed securities .......      2,511           22        6,654          129        9,165          151
  Obligations of state and
    political subdivisions .........         --           --        3,188           68        3,188           68
                                       -------------------------------------------------------------------------

          Subtotal, debt securities    $152,086     $    442     $148,970     $  3,238     $301,056     $  3,680
  Other ............................        847           58           --           --          847           58
                                       -------------------------------------------------------------------------

          Total temporarily impaired
          securities ...............   $152,933     $    500     $148,970     $  3,238     $301,903     $  3,738
                                       =========================================================================

Held-to-Maturity:
  U.S. Treasury and other
    government agencies ............   $    492     $      8     $ 37,239     $    911     $ 37,731     $    919
  Mortgage-backed securities .......      8,708           90        3,321           72       12,029          162
  Obligations of state and
    political subdivisions .........      3,996           39        3,332           42        7,328           81
                                       -------------------------------------------------------------------------

          Total temporarily impaired
          securities ...............   $ 13,196    $     137     $ 43,892     $  1,025     $ 57,088     $  1,162
                                       =========================================================================
</TABLE>

Management evaluates securities for other-than-temporary  impairment on at least
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 the period of time  sufficient to allow for any
anticipated recovery in fair value.

For the period ended December 31, 2006 the $2.322 million continuous  unrealized
loss greater than 12 months on  available-for-sale  securities was made up of 62
debt  securities  and  was  believed  to be a  temporary  loss.  The  continuous
unrealized  loss  greater  than 12 months on  available-for-sale  securities  at
December 31, 2006 was a reduction of $916,000 from the $3.238 million continuous
unrealized  loss  greater  than 12  months at  December  31,  2005.  None of the
marketable equity securities available-for-sale had a continuous unrealized loss
greater than 12 months. The $909,000 continuous  unrealized loss greater than 12
months on held-to-maturity  securities was made up of 50 debt securities and was
believed  to be a  temporary  loss  and is a  reduction  of  $116,000  from  the
unrealized continuous loss on held-to-maturity securities at December 31, 2005.

Unrealized  losses on debt  securities  are generally due to changes in interest
rates and, as such,  are  considered by the Company to be temporary.  Because of
the nature of U.S. Agency securities,  most of which are single pay at maturity,
and  because  the  Company  has the  ability to hold these  investments  until a
recovery of market value,  which may be maturity,  the Company does not consider
these  investments to be other than  temporarily  impaired.  Because the Company
believes  the  decline  in  market  value  of   mortgage-backed   securities  is
attributable to changes in interest rates and not credit quality and because the
Company  has the  ability to hold these  investments  until  recovery  of market
value,  the  Company  does not  consider  these  investments  to be  other  than
temporarily impaired.

                                       60
<PAGE>

Management has analyzed the equity securities to determine whether an other than
temporary loss exists and considered several factors, including, but not limited
to, the length of time and the extent to which the market  value of the security
has been less than cost, the financial  condition and near-term prospects of the
issuer and 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
market  value.  Effective  for the period ended  December 31, 2005,  the Company
modified  its  policy  for  evaluating   investments  for   other-than-temporary
impairment.  Under  its  new  policy,  investments,  other  than  debt  security
investments  where the  impairment  is deemed to be due solely to interest  rate
movements,  are assumed to be impaired  and the  impairment  recognized  through
earnings no later than 12 months from the date the security was first  impaired,
unless  there is  "overwhelming  evidence  to the  contrary."  Under the policy,
"overwhelming  evidence to the contrary" is a rare instance,  but might include,
among other things,  an announced  sale soon after a reporting  period where the
price  would  cause  an   impairment   to  reverse.   Further,   under   certain
circumstances, including a bankruptcy, catastrophic event or other circumstances
which cause the Company to determine,  after analyzing the specific facts,  that
the  decline  in the fair  value is other  than  temporary,  the  Company  would
recognize an other than temporary impairment  write-down upon such occurrence or
determination, and not wait twelve months from the time of the impairment.

A summary of  non-marketable  equity  securities  (in thousands) at December 31,
2006 and 2005 is as follows:

                                            2006       2005
                                        ---------------------

Federal Home Loan Bank Stock, at cost   $  10,656   $  21,450
Other investments, at fair value ....       3,571       3,544
                                        ---------------------
                                        $  14,227   $  24,994
                                        =====================

Realized gains and (losses) (in  thousands) on sales,  maturities and impairment
losses for the years ended December 31, 2006, 2005 and 2004 were as follows:

                                      2006       2005      2004
                                    -----------------------------
Gross gains .....................   $   693    $ 1,228    $   380
Gross (losses) ..................      (237)    (1,814)      (247)
                                    -----------------------------
Net gains (losses) ..............   $   456    $  (586)   $   133
                                    =============================
Applicable income taxes (benefit)   $   183    $  (234)   $    53
                                    =============================

Investments  in debt and equity  securities  with a carrying  value of  $242.599
million  and  $275.609  million  were  pledged at  December  31,  2006 and 2005,
respectively,  to secure public deposits,  repurchase agreements,  and for other
purposes as required or permitted by law.

The amortized cost and fair value of  investments in debt and marketable  equity
securities (in thousands) at December 31, 2006, 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 ..............   $  171,548   $  170,595   $   14,015   $   13,999
Due after one year through five years       123,814      122,725       24,739       24,264
Due after five years through ten years       15,607       15,613        1,415        1,395
Due after ten years ..................           --           --          750          810
                                         -------------------------------------------------

                                         $  310,969   $  308,933   $   40,919   $   40,468
Mortgage-backed securities ...........        9,116        8,947       28,974       28,569
Marketable equity securities .........          415          695           --           --
                                         -------------------------------------------------
          Total ......................   $  320,500   $  318,575   $   69,893   $   69,037
                                         =================================================
</TABLE>

                                       61
<PAGE>

     5.   Loans

A summary of loans (in thousands),  by classification,  at December 31, 2006 and
2005 is as follows:

                                             2006         2005
                                          -----------------------
Commercial, financial, and agricultural   $  312,873   $  319,861
Real Estate - Commercial ..............      484,003      469,506
Real Estate - Residential .............      127,200      140,304
Installment and consumer ..............       77,846       86,728
                                          -----------------------
                                          $1,001,922   $1,016,399
Less:
  Allowance for loan losses ...........       14,437       13,472
                                          -----------------------
                                          $  987,485   $1,002,927
                                          =======================

The Company  makes  commercial,  financial  and  agricultural;  commercial  real
estate; residential 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.

The loan portfolio  includes a concentration  of loans in commercial real estate
amounting  to $484.003  million and  $469.506  million at December  31, 2006 and
2005, respectively.  The loans are expected to be repaid from cash flows or from
proceeds from the sale of selected assets of the borrowers. The concentration of
credit with commercial real estate is taken into  consideration by management in
determining  the  allowance  for loan losses.  The  Company's  opinion as to the
ultimate  collectibility of these loans is subject to estimates regarding future
cash flows from  operations  and the value of the  property,  real and personal,
pledged as  collateral.  These  estimates  are  affected  by  changing  economic
conditions and the economic prospects of the borrowers.

During 2006,  2005 and 2004,  the Company sold  approximately  $52.417  million,
$65.334 million and $76.864 million, respectively, of residential mortgage loans
in the  secondary  market  with  servicing  released  on  approximately  $24.840
million, $19.982 million and $28.860 million, respectively. Capitalized mortgage
servicing  rights totaled $1.282 million and $1.311 million at December 31, 2006
and 2005, respectively.  The fair values of these rights were $1.937 million and
$1.938  million at December  31,  2006 and 2005,  respectively.  An  independent
evaluation  was  performed 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, 2006, 2005 and 2004:

                                           2006       2005       2004
                                         ------------------------------
Fannie Mae ...........................   $172,550   $186,840   $196,174
Freddie Mac ..........................     72,367     81,643      9,564
Illinois Housing Development Authority        687        758        939

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 2006 was as follows:

                                           2006
                                         --------
Balance, January 1 ...                   $ 52,667
Change of relationship                     (3,388)
New loans ............                     19,384
Repayments ...........                    (18,721)
                                         --------
Balance, December 31 .                   $ 49,942
                                         ========

                                       62
<PAGE>

At December 31, 2006 and 2005, one to four family real estate  mortgage loans of
approximately $167.886 million and $188.088 million, respectively,  were pledged
to secure advances from the Federal Home Loan Bank.


Activity in the allowance for loan losses (in thousands) for 2006, 2005 and 2004
was as follows:

                                               2006        2005        2004
                                             --------------------------------
Balance, beginning of year ...............   $ 13,472    $  9,650    $  9,786
Balance, acquisition of Citizens .........         --       3,434          --
Provision charged to expense .............      1,800       1,530       1,100
Loans charged off ........................     (1,317)     (1,459)     (1,692)
Recoveries on loans previously charged off        482         317         456
                                             --------------------------------
Balance, end of year .....................   $ 14,437    $ 13,472    $  9,650
                                             ================================

The following table presents summary data on nonaccrual and other impaired loans
(in thousands) at December 31, 2006, 2005 and 2004:

                                                        2006    2005     2004
                                                      ------------------------
Impaired loans on nonaccrual ......................   $4,998   $1,144   $1,126
Impaired loans continuing to accrue interest ......      231      324    1,005
                                                      ------------------------
Total impaired loans ..............................   $5,229   $1,468   $2,131
                                                      ========================
Other non-accrual loans not classified
   as impaired ....................................   $2,471   $1,090   $  563
                                                      ========================
Loans contractually past due 90 days or
   more, still accruing interest and not classified
   as impaired ....................................   $  744   $  664   $  547
                                                      ========================
Allowance for loan losses on impaired loans .......   $1,297   $  374   $  491
                                                      ========================
Impaired loans for which there is no related
   allowance for loan losses ......................   $  539   $  545   $  863
                                                      ========================
Average recorded investment in impaired
   loans ..........................................   $4,459   $2,005   $2,336
                                                      ========================
Interest income recognized from impaired
   loans ..........................................   $   10   $   67   $   68
                                                      ========================
Cash basis interest income recognized from
   impaired loans .................................   $    3   $   34   $   16
                                                      ========================

     6.   Premises and Equipment

A summary of premises and equipment (in thousands) at December 31, 2006 and 2005
is as follows:

                                                    2006     2005
                                                  -----------------
Land ..........................................   $ 7,282   $ 7,257
Furniture and equipment .......................    14,351    15,191
Buildings and leasehold improvements ..........    28,946    28,517
                                                  -----------------
                                                  $50,579   $50,965
Less: accumulated depreciation and amortization    28,132    27,918
                                                  -----------------
                                                  $22,447   $23,047
                                                  =================

The  Company  leases   various   operating   facilities   and  equipment   under
noncancellable  operating  lease  arrangements.  These leases  expire at various
dates through  September 2012 and have renewal options to extend the lease terms
for  various  dates.  The Company  also  leases an ATM  location as well as some
parking and record storage space on a  month-to-month  lease. The rental expense
for these leases was  $355,000,  $270,000  and $222,000 in 2006,  2005 and 2004,
respectively.

                                       63
<PAGE>

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, 2006 are as follows:

2007                 $    374
2008                      341
2009                      316
2010                      304
2011                      288
Thereafter                147
                     --------
                     $  1,770
                     ========

     7.   Deposits

The  aggregate  amount of time  certificate  of  deposits  in  denominations  of
$100,000 or more was $145.880  million and $130.203 million at December 31, 2006
and 2005,  respectively.  As of December 31, 2006,  the scheduled  maturities of
time deposits (in thousands) were as follows:

2007                 $330,652
2008                   77,298
2009                   73,887
2010                   14,685
2011                    2,475
Thereafter                 10
                     --------
                     $499,007
                     ========

     8. Federal Funds Purchased and Repurchase Agreements

A summary of short-term  borrowings (in thousands) at December 31, 2006 and 2005
is as follows:

                                                    2006      2005
                                                 -------------------
Federal funds purchased ......................   $  2,025   $  4,100
Securities sold under agreements to repurchase    106,298    114,352
                                                 -------------------
                                                 $108,323   $118,452
                                                 ===================

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

<TABLE>

                                                      2006           2005           2004
                                                  -----------------------------------------
<S>                                               <C>            <C>            <C>
Federal funds purchased:
  Average daily balance .......................   $     6,292    $     5,869    $     3,515
  Maximum balance at month-end ................   $    31,650    $    24,225    $     5,575
  Weighted average interest rate at year-end ..         4.69%          3.56%          1.75%
  Weighted average interest rate for the year .         4.90%          3.08%          0.94%

Securities sold under agreements to repurchase:
  Average daily balance .......................   $   118,870    $   109,810    $    93,246
  Maximum balance at month-end ................   $   125,150    $   119,845    $   112,052
  Weighted average interest rate at year-end ..         4.67%          3.31%          1.65%
  Weighted average interest rate for the year .         4.39%          2.66%          1.32%
</TABLE>

Securities sold under  agreements to repurchase  ("repos")  amounted to $106.298
million at December  31,  2006,  of which  $12.004  million were term repos with
maturities  of 1 year or less and $94.294  million  were repos which mature on a
daily  basis.  Securities  which are under the  control  of the Bank with a fair
value of  $109.716  million  were  pledged  to these  repurchase  agreements  at
December 31, 2006.

                                       64
<PAGE>


     9. 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, 2006 and 2005 is as follows:

<TABLE>

                                                   December 31
                           ----------------------------------------------------------
                                                2006                          2005
                           ----------------------------------------------------------
                                                                 Weighted
                              FHLB        Other                   Average
                            Advances    Borrowings    Total         Rate      Total
                           ----------------------------------------------------------
<S>                        <C>          <C>          <C>           <C>       <C>
Maturing in year ending:
  2006                     $     --     $     --     $     --        --      $ 29,910
  2007                        2,431           23        2,454       6.84%       2,453
  2008                       21,000        1,023       22,023       5.38%      35,023
                           ----------------------------------------------------------
                           $ 23,431     $  1,046     $ 24,477       5.53%    $ 67,386
                           ==========================================================
</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. At December 31,
2006,  the  Company  had  sufficient  borrowing  capacity to permit it to borrow
additional  funds from the FHLB at a rate equal to the  FHLB's  current  advance
rates.

     10.  Line of Credit

The  Company has an  unsecured  line of credit of $15.000  million  from a third
party lender. As of December 31, 2006, the entire line was available.

     11.  Income Taxes

Income tax expense  (in  thousands)  for 2006,  2005 and 2004 is  summarized  as
follows:

                    2006         2005        2004
                  --------------------------------

Federal .......   $ 11,274    $  9,560    $  7,029
State .........      1,062         826         806
                  --------------------------------
Current ......      12,336      10,386       7,835
Deferred .....      (2,191)        (13)        208
                  --------------------------------
Total .......     $ 10,145    $ 10,373    $  8,043
                  ================================

Actual income tax expense (in thousands) for 2006, 2005 and 2004 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:

                                        2006       2005        2004
                                     --------------------------------
Computed "expected" income taxes .   $ 10,284    $ 10,038    $  7,987
Tax-exempt interest income, net of
  disallowed interest expense ....       (363)       (488)       (607)
State tax, net of federal benefit         690         537         524
Other, net .......................       (466)        286         139
                                     --------------------------------
                                     $ 10,145    $ 10,373    $  8,043
                                     ================================

                                       65
<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, 2006 and 2005 are as follows:

                                                             2006        2005
                                                           --------------------
Deferred tax assets:
  Unrealized holding loss on available-for-sale
    securities .........................................   $    770    $  1,065
  Allowance for loan losses ............................      5,738       5,238
  Deferred compensation ................................      1,939       1,943
  Other employee benefits ..............................        310         348
  Phantom stock ........................................        194         242
  Net Operating Loss Carryforward ......................         --         148
  Nonqualified Stock Options ...........................        261          --
  Other ................................................      1,035         434
                                                           --------------------
            Total deferred tax assets ..................   $ 10,247    $  9,418
                                                           --------------------
Deferred tax liabilities:
  Premises and equipment ...............................   $   (916)   $   (817)
  Mortgage servicing rights ............................       (486)       (481)
  Deferred loan fees ...................................       (470)       (394)
  Discount accretion ...................................        (42)        (75)
  FHLB Stock Dividend ..................................       (608)     (1,867)
  Prepaid Expenses .....................................       (312)       (258)
  Purchase Accounting ..................................     (1,276)     (1,286)
                                                           --------------------
            Total deferred tax liabilities .............   $ (4,110)   $ (5,178)
                                                           --------------------
            Net deferred tax assets ....................   $  6,137    $  4,240
                                                           ====================

     12.  Retirement Plans

The  Company  has  established  a profit  sharing  plan  and a  401(k)  plan for
substantially  all employees who meet the eligibility  requirements.  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.  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 $1.163 million, $1.101 million and $927,000
for 2006, 2005 and 2004, 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  $278,000,   $281,000   and  $277,000  in  2006,   2005  and  2004,
respectively,  related to these  agreements.  At December 31, 2006 and 2005, the
Company had a recorded  liability in the amount of approximately  $4.027 million
and $3.868 million, respectively for these plans. The Company has purchased life
insurance policies, which are reported as other assets, to assist in funding the
aforementioned  liabilities  and other  employee  benefits,  with  recorded cash
surrender values in 2006 and 2005 of  approximately  $11.124 million and $10.533
million, respectively.

The Company has an 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.   No  additional
contributions  were allowed to these plans since 2000,  however,  phantom  stock
units continue to be increased by any dividends or stock splits  declared by the
Company.  At December 31, 2006 and 2005, $200,000 and $296,000 had been deferred
for the phantom stock plan,  which  represented  13,822 and 20,708 phantom stock
units.  At December 31, 2006 and 2005,  the Company had a recorded  liability in
the amount of $492,000 and $618,000, respectively for these plans.

Additionally,  in connection  with the  acquisition of Citizens First  Financial
Corp., the Company assumed the outstanding  liability for the Director  Emeritus
Plan. At both December 31, 2006 and 2005,  the Company had a recorded  liability
in the amount of $1.263  million which is fully funded  through  single  premium
insurance annuities.

                                       66
<PAGE>

     13.  Stock Options and Related Plans

In 2000, 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 845,381
shares and 1,217,873 shares remain eligible for grant.

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

<TABLE>
                                              2006                         2005                         2004
                                   --------------------------------------------------------------------------------------
                                                    Grant                        Grant                        Grant
                                                    Price                        Price                        Price
                                     Shares         Range         Shares         Range         Shares         Range
                                   --------------------------------------------------------------------------------------
<S>                                 <C>        <C>               <C>         <C>               <C>       <C>
Options outstanding,
  beginning of year ............    767,413    $17.50 - $30.60    661,465    $17.50 - $30.60   581,780    $ 6.92 - $24.85
Granted ........................    150,500    $         30.10    137,500    $28.80 - $29.60   140,500    $30.60 - $30.60
Exercised ......................    (63,177)   $17.50 - $30.60    (22,886)   $17.50 - $24.80   (58,921)   $ 6.92 - $24.80
Options forfeited ..............     (9,355)   $24.80 - $30.60     (8,666)   $18.60 - $30.60    (1,894)   $18.60 - $30.60
                                   --------------------------------------------------------------------------------------
Options outstanding, end of year    845,381    $17.50 - $30.60    767,413    $17.50 - $30.60   661,465    $17.50 - $30.60
                                   ======================================================================================

Options exercisable, end of year    722,759    $17.50 - $30.60    654,463    $17.50 - $30.60   547,769    $17.50 - $30.60
                                   ======================================================================================
Weighted average fair value
  of options granted ...........                        $4.79                          $4.71                        $5.39
                                              ================              ================             ================
</TABLE>

The total intrinsic value of options  exercised  during the years ended December
31, 2006 and 2005 was $605,000  and  $235,000,  respectively.  The fair value of
nonvested shares is determined based on the market price of the Company's shares
on the grant date.

<TABLE>
                               Options Outstanding                                                Options Exercisable
----------------------------------------------------------------------------------------------------------------------------------
                                                           Weighted
                                             Outstanding    average   Aggregate    Weghted   Exercisable     Weighted    Aggregate
      Range                                     as of      remaining  Intrinsic    average      as of         average    Intrinsic
       of                                    December 31, contractual    Value     exercise  December 31,    exercise      Value
 Exercise price                                 2006         life        ($000)     price        2006          price       ($000)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>                 <C>           <C>       <C>             <C>
$17.50 - $17.50 ............................   111,441        4.2                 $   17.50     111,441   $     17.50
$18.37 - $18.60 ............................   213,967        4.4                     18.50     213,967         18.50
$24.80 - $24.85 ............................   117,930        6.2                     24.80     117,930         24.80
$28.80 - $30.60 ............................   402,043        8.2                     30.10     279,421         30.15
                                               ------------------------------------------------------------------------------------
                                               845,381        6.4       $  8,865  $   24.76     722,759   $     23.88     $   8,218
                                               ====================================================================================

</TABLE>

A summary of the status of the  Company's  nonvested  shares as of December  31,
2006 and changes since January 1, 2006 is presented below:


                                            Weighted-
                                            Average
                                           Grant-Date
    Nonvested shares              Shares   Fair Value
-----------------------------------------------------
Nonvested at January 1, 2006 .   112,950      4.83
Granted ......................   150,500      4.79
Vested .......................   133,284      4.90
Forfeited ....................     7,544      4.75
                                 -------------------
Nonvested at December 31, 2006   122,622      4.71
                                 ===================

                                       67
<PAGE>

As of December 31, 2006, there was $586,000 of total  unrecognized  compensation
cost related to nonvested stock option compensation  arrangements  granted under
the Plan. That cost is expected to be recognized over a weighted-average  period
of 1.6 years. The weighted average grant date fair value of shares vested during
the years ended 2006 and 2005 was $4.90 and $4.72, respectively.

     14.  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, 2006,  the Bank had  available  retained  earnings of
approximately  $53.368  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.

     15. Condensed Financial Information of Parent Company

Following are the condensed  balance sheets as of December 31, 2006 and 2005 and
the related  condensed  statements  of income and cash flows for the years ended
December 31, 2006, 2005 and 2004 for Main Street Trust, Inc.:

<TABLE>

                            Condensed Balance Sheets
                                 (in thousands)

                                               2006       2005
                                            --------------------
<S>                                         <C>        <C>
Assets:
  Cash ..................................   $  2,034   $    342
  Investment in Bank ....................    138,507    136,399
  Investment in FirsTech ................      4,072      3,264
  Investment in other securities ........      3,987      6,303
  Loans, net of allowance for loan losses      2,241      2,682
  Other assets ..........................      4,119      6,000
                                            --------------------
                                            $154,960   $154,990
                                            ===================

Liabilities and shareholders' equity:
  Dividend payable ......................   $  2,506   $  2,334
  Other borrowings ......................      1,000      7,500
  Other liabilities .....................      1,099      1,387
  Shareholders' equity ..................    150,355    143,769
                                            --------------------
                                            $154,960   $154,990
                                            ===================
</TABLE>
<TABLE>

                         Condensed Statements of Income
                                 (in thousands)
                                                           2006       2005        2004
                                                        --------------------------------
<S>                                                     <C>         <C>         <C>
Revenue:
  Equity in net income of subsidiaries ..............   $ 19,349    $ 18,512    $ 15,688
  Interest income on deposits .......................         36         174         102
  Income on securities ..............................        449       1,622         395
  Interest income on loans ..........................        172         139          --
  Securities transactions, net ......................        418        (598)         (1)
  Other .............................................         10           6       4,698
                                                        --------------------------------
          Total revenue .............................     20,434      19,855      20,882
                                                        --------------------------------
Expenses:
  Salary and benefits ...............................       --            17       4,433
  Interest expense on other borrowings ..............        308         343          74
  Other .............................................      1,646       1,349       2,226
                                                        --------------------------------
          Total expenses ............................      1,954       1,709       6,733
                                                        --------------------------------
          Income before applicable income tax benefit     18,480      18,146      14,149
Applicable income tax benefit .......................       (757)       (162)       (629)
                                                        --------------------------------
          Net income ................................   $ 19,237    $ 18,308    $ 14,778
                                                        ================================
</TABLE>

                                       68
<PAGE>

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

                                                                           2006       2005        2004
                                                                        --------------------------------
<S>                                                                     <C>          <C>        <C>
Cash flows from operating activities:
  Net income ........................................................   $ 19,237    $ 18,308    $ 14,778
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Distributions in excess of (less than) net income of subsidiaries     (2,349)      7,488      (5,688)
    Depreciation ....................................................         55          53         386
    Other, net ......................................................      1,695       2,073        (509)
                                                                        --------------------------------
          Net cash provided by operating activities: ................     18,638      27,922       8,967
                                                                        --------------------------------

Cash flows from investing activities:
  Acquisition of Citizens First Financial Corporation ...............         --     (28,738)         --
  Securities transactions, net ......................................      2,925       3,065        (273)
  Proceeds from sales of premises and equipment .....................         --         558          --
  Net decrease in loans .............................................        479         780          --
  Purchases of premises and equipment ...............................        (29)         (2)       (316)
                                                                        --------------------------------
          Net cash provided by (used by) investing activities .......      3,375     (24,337)       (589)
                                                                        --------------------------------

Cash flows from financing activities:
  Stock transactions, net ...........................................     (4,523)     (6,013)     (1,956)
  Proceeds from and (payments) on other borrowings, net .............     (6,500)      2,233          --
  Cash dividends paid ...............................................     (9,298)     (8,671)     (7,972)
  Other, net ........................................................         --          --         (83)
                                                                        --------------------------------
          Net cash used in financing activities .....................    (20,321)    (12,451)    (10,011)
                                                                        --------------------------------
          Net increase (decrease) in cash and cash equivalents ......      1,692      (8,866)     (1,633)
Cash at beginning of year ...........................................        342       9,208      10,841
                                                                        --------------------------------
Cash at end of year .................................................   $  2,034    $    342    $  9,208
                                                                        ================================

</TABLE>



     16.  Quarterly Results of Operations (Unaudited) (in thousands, except per
          share data)

<TABLE>

                                                                                       Year Ended December 31, 2006
                                                                                           Three Months Ended:
                                                                            ---------------------------------------------------
                                                                            December 31  September 30    June 30      March 31
                                                                            ---------------------------------------------------
<S>                                                                         <C>           <C>           <C>           <C>
Interest income .........................................................   $  23,360     $  23,243     $  22,628     $  21,528
Interest expense ........................................................      11,013        10,720        10,229         9,250
                                                                            ---------------------------------------------------
          Net interest income ...........................................      12,347        12,523        12,399        12,278
Provision for losses on loans ...........................................         450           450           450           450
                                                                            ---------------------------------------------------
          Net interest income after
          provision for losses
          on loans ......................................................      11,897        12,073        11,949        11,828
Non-interest income .....................................................       6,071         5,488         5,505         5,519
Non-interest expense ....................................................      10,179        10,422        10,302        10,045
                                                                            ---------------------------------------------------
          Income before income taxes ....................................       7,789         7,139         7,152         7,302
Income taxes ............................................................       2,720         2,460         2,353         2,612
                                                                            ---------------------------------------------------
          Net income ....................................................   $   5,069     $   4,679     $   4,799     $   4,690
                                                                            ===================================================

Basic earnings per share ................................................   $    0.51     $    0.46     $    0.47     $    0.47
                                                                            ===================================================

Diluted earnings per share ..............................................   $    0.49     $    0.46     $    0.47     $    0.46
                                                                            ===================================================
</TABLE>

                                       69
<PAGE>

<TABLE>

                                                                                        Year Ended December 31, 2005
                                                                                             Three Months Ended:
                                                                            ---------------------------------------------------
                                                                            December 31  September 30    June 30      March 31
                                                                            ---------------------------------------------------
<S>                                                                         <C>           <C>           <C>           <C>
Interest income .........................................................   $  21,354     $  21,116     $  20,131    $  14,391
Interest expense ........................................................       8,495         7,550         6,941        4,493
                                                                            ---------------------------------------------------
          Net interest income ...........................................      12,859        13,566        13,190        9,898
Provision for losses on loans ...........................................         450           450           300          330
                                                                            ---------------------------------------------------
          Net interest income after
          provision for losses
          on loans ......................................................      12,409        13,116        12,890        9,568
Non-interest income .....................................................       5,106         5,298         5,058        5,015
Non-interest expense ....................................................      10,465        10,311        10,554        8,449
                                                                            ---------------------------------------------------
          Income before income taxes ....................................       7,050         8,103         7,394        6,134
Income taxes ............................................................       2,553         2,952         2,667        2,201
                                                                            ---------------------------------------------------
          Net income ....................................................   $   4,497     $   5,151     $   4,727    $   3,933
                                                                            ===================================================
Basic earnings per share ................................................   $    0.44     $    0.50     $    0.46    $    0.42
                                                                            ===================================================
Diluted earnings per share ..............................................   $    0.44     $    0.50     $    0.45    $    0.41
                                                                            ===================================================
</TABLE>

     17. 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.

The following table summarizes  these financial  instruments and commitments (in
thousands) at December 31, 2006 and 2005:

                                                  2006      2005
                                               --------------------
Financial instruments whose contract
  amounts represent credit risk:
  Commitments ..........................        $333,416   $279,647
  Standby letters of credit ............          28,464     34,512

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 at December
31,  2006 was $3.655  million to purchase  other  equity  securities  and $1.619
million for construction of new branches.

                                       70
<PAGE>

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,
2006 and 2005,  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, 2006 and 2005:

<TABLE>

                                                                 2006                    2005
                                                      -------------------------------------------------
                                                       Carrying      Fair        Carrying       Fair
                                                        amount       Value       amount        Value
                                                      -------------------------------------------------
<S>                                                   <C>          <C>         <C>           <C>
Assets:
  Cash and cash equivalents .......................   $   61,385   $   61,385   $   94,066   $   94,066
  Investments in debt and equity securities .......      402,695      401,839      444,623      443,746
  Mortgage loans held for sale ....................        1,116        1,116        1,661        1,661
  Loans ...........................................      987,485      972,284    1,002,927    1,000,301
  Accrued interest receivable .....................        9,663        9,663        8,461        8,461
Liabilities:
  Deposits ........................................   $1,233,487   $1,232,895   $1,275,972   $1,272,296
  Federal funds purchased and repurchase agreements      108,323      108,322      118,452      118,436
  FHLB advances and other borrowings ..............       24,477       24,478       67,386       67,559
  Accrued interest payable ........................        5,187        5,187        4,657        4,657

</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.  Venture  capital
     investments are valued at fair value based upon their financial statements.
     FHLB stock is valued at cost which approximates fair value.

     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.

     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, 2006
     and  2005.  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.

                                       71
<PAGE>

     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 and Repurchase  Agreements

     The  carrying  values of  federal  funds  purchased  and  daily  repurchase
     agreements,  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.


     18.  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.

     19.  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,
2006,  that the Company and its  subsidiary  bank exceeded all capital  adequacy
requirements to which they are subject.

                                       72
<PAGE>

As of December 31, 2006, 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, 2006 and 2005 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, 2006:
  Total capital
    (to risk-weighted assets)
    Consolidated ............   $142,741     12.5%        $ 91,673     8.0%             N/A
    Main Street Bank & Trust    $131,005     11.6%        $ 90,662     8.0%        $113,327     10.0%
  Tier I capital
    (to risk-weighted assets)
    Consolidated ............   $128,290     11.2%        $ 45,837     4.0%             N/A
    Main Street Bank & Trust    $116,716     10.3%        $ 45,331     4.0%        $ 67,996      6.0%
  Tier I capital
    (to average assets)
    Consolidated ............   $128,290      8.4%        $ 60,779     4.0%             N/A
    Main Street Bank & Trust    $116,716      7.7%        $ 60,474     4.0%        $ 75,593      5.0%

As of December 31, 2005:
  Total capital
    (to risk-weighted assets)
    Consolidated ............   $135,368     11.7%        $ 92,324     8.0%             N/A
    Main Street Bank & Trust    $128,227     11.3%        $ 91,010     8.0%        $113,762     10.0%
  Tier I capital
    (to risk-weighted assets)
    Consolidated ............   $121,644     10.5%        $ 46,162     4.0%             N/A
    Main Street Bank & Trust    $114,652     10.1%        $ 45,505     4.0%        $ 68,257      6.0%
  Tier I capital
    (to average assets)
    Consolidated ............   $121,644      7.8%        $ 62,693     4.0%             N/A
    Main Street Bank & Trust    $114,652      7.4%        $ 62,162     4.0%        $ 77,702      5.0%

</TABLE>
                                       73
<PAGE>


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

None

Item 9a. Controls and Procedures

     A. Disclosure Controls.

          As of the date of the end of the period  covered by this Annual Report
          on  Form  10-K,  the  Company  carried  out an  evaluation  under  the
          supervision and with the  participation  of the Company's  management,
          including  the  Company's  Chief  Executive  Officer  along  with  the
          Company's Chief Financial Officer,  of the effectiveness of the design
          and  operation of the  Company's  disclosure  controls and  procedures
          pursuant to Rule 13a-15(b),  as adopted by the Securities and Exchange
          Commission  (SEC) under the Securities  Exchange Act of 1934 (Exchange
          Act).  Based  upon that  evaluation,  the  Company's  Chief  Executive
          Officer along with the Company's  Chief  Financial  Officer  concluded
          that the Company's disclosure controls and procedures are effective to
          timely  alert them to  material  information  relating  to the Company
          (including its consolidated  subsidiaries)  required to be included in
          the Company's periodic SEC filings.

          Disclosure   controls  and  procedures  are  the  controls  and  other
          procedures that are designed to ensure that information required to be
          disclosed in the reports that the Company  files or submits  under the
          Exchange Act is recorded,  processed,  summarized and reported  within
          the time periods  specified  in the SEC's rules and forms.  Disclosure
          controls and  procedures  include,  without  limitation,  controls and
          procedures  designed  to  ensure  that  information   required  to  be
          disclosed in the reports that the Company  files or submits  under the
          Exchange Act is accumulated and communicated to management,  including
          the  Chief  Executive   Officer  and  Chief  Financial   Officer,   as
          appropriate, to allow timely decisions regarding required disclosure.

          There have been no changes in the Company's internal  controls,  or in
          other factors which could  significantly  affect this  controls,  over
          financial reporting that have materially  affected,  or are reasonably
          likely to  materially  affect,  the  Company's  internal  control over
          financial reporting.

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

          The management of Main Street Trust, Inc. (the Company) is responsible
          for  establishing  and  maintaining  adequate  internal  control  over
          financial  reporting.  The Company's  internal  control over financial
          reporting is a process designed under the supervision of the Company's
          Chief  Executive and Chief  Financial  officers to provide  reasonable
          assurance  regarding the  realiability 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, 2006,  management assessed the effectiveness of the
          Company's  internal  control  over  financial  reporting  based on the
          criteria  of  effective  internal  control  over  financial  reporting
          established in "Internal Control - Integrated Framework" issued by the
          Committee  of  Sponsoring  Organizations  of the  Treadway  Commission
          (COSO).  Based  on the  assessment,  management  determined  that  the
          Company maintained effective internal control over financial reporting
          as of December 31, 2006, based on those criteria.

          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,
          2006. 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, 2006, is included in this
          Item  under the  heading  "Report  of  Independent  Registered  Public
          Accounting Firm."


                                       74
<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, 2006,  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
Oversight  Board  (United  States).  Those  standards  required 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 the 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 assets that could
have a material effect on the financial statements.

Because of its inherent limitations,  internal controls 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, 2006, 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, 2006,  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
Oversight Board (United States), the consolidated balance sheets of Main Street,
Inc.  and  subsidiaries  as of  December  31,  2006  and  2005  and the  related
consolidated  statements of income,  changes in shareholders' equity, cash flows
for each of the three  years ended in  December  31,  2006 and our report  dated
March 14, 2007 expressed an unqualified opinion.


/s/ McGladrey & Pullen, LLP
----------------------------


Champaign, Illinois
March 14, 2007

                                       75
<PAGE>


Item 9b. Other Information

None.




                                       76

<PAGE>
                                    PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Directors

The directors of the Company are as follows:

<TABLE>

Name                                  Director                          Position with the Company and
(Age)                                 since(1)                       Occupation for the last five years
-----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>
David J. Downey                       1992           Director of the Company; President of The Downey Group, Inc.
(Age 65)                                             (estate planning, wealth transfer and executive compensation
                                                     organization) (1963-present)

Van A. Dukeman                        1994           Director, President and Chief Executive Officer of the
(Age 48)                                             Company and Main Street Bank & Trust, and Director of
                                                     FirsTech; Director,President and Chief Executive Officer of
                                                     the Company, Director, Chairman of the Board and Chief
                                                     Executive Officer of BankIllinois, and Director of
                                                     The First National Bank and FirsTech (2001-2004);
                                                     Director, President and Chief Executive Officer of
                                                     the Company and BankIllinois (2000-2001)

Larry D. Haab                         1987           Director of the Company and Director of FirsTech; Director of
(Age 69)                                             Illinova, the holding company of Illinois Power Company, and
                                                     consultant to Illinova (1998-2000); Chairman, President and
                                                     Chief Executive Officer of Illinois Power Company (a public
                                                     electric and gas utility) (1991-1998)

Frederic L. Kenney                    1996           Director of the Company; Corporate Counsel, Archer Daniels
(Age 48)                                             Midland (2001-present); Attorney for Winters, Featherstun,
                                                     Gaumer, Kenney, Postlewait and Stocks (1983-2001)

Gregory B. Lykins                     1994           Director and Chairman of the Board of the Company and Main
(Age 59)                                             Street Bank & Trust, and Director of FirsTech; Director and
                                                     Chairman of the Board of the Company, Director and Vice-Chairman
                                                     of BankIllinois and Director of The First National Bank
                                                     of Decatur and FirsTech (2001-2004); Director and Vice Chairman
                                                     of the Board of the Company (2000-2001)

August C. Meyer, Jr.                  1962           Director of the Company; President, Midwest Television, Inc.
(Age 69)                                             (1976-present)

George T. Shapland                    1994           Director of the Company; President, Shapland Management Co.
(Age 76)                                             (a real estate management company) (1990-present)

Thomas G. Sloan                       1995           Director of the Company; President and Chief Executive
(Age 57)                                             Officer of Sloan Implement Co., Inc. (a John Deere implement
                                                     dealer in Assumption, Illinois) (1971-present)

H. Gale Zacheis, M.D.                 1990           Director of the Company; practicing surgeon and physician in
(Age 68)                                             Decatur, Illinois (1973-present)

<FN>

     (1)  Indicates  the  year  first  elected  to the  Board  of  Directors  of
          BankIllinois  Financial or First Decatur, the predecessor companies to
          the Company.
</FN>

</TABLE>

All of the Company's directors will hold office for a term of one year, or until
their  respective  successors  are duly  elected  and  qualified.  There  are no
arrangements or understandings between any of the directors,  executive officers
or any  other  person  pursuant  to  which  any of the  Company's  directors  or
executive  officers  have been  selected  for  their  respective  positions.  No
director is a director or executive  officer of another  company with a class of
securities  registered  pursuant to Section 12 of the Exchange Act or subject to
the  requirements of Section 15(d) of the Exchange Act. There are also no family
relationships between any of the directors or executive officers.

                                       77
<PAGE>

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 Van A. Dukeman and Gregory B. Lykins,  whose  information  is set
forth above,  the names and ages of the executive  officers of the Company as of
December  31, 2006,  as well as the offices of the Company and its  subsidiaries
held by these officers on that date, and principal occupations for the past five
years are set forth below.

<TABLE>

   Name                                                Position with the Company and its Subsidiaries
  (Age)                                                    and Occupation for the last five years
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>
Paul E. Donohue                       Executive Vice President of Sales & Marketing for the Company and Main
(Age 43)                              Street Bank & Trust; General Manager WSMH-TV, Flint, MI (2003-2004);
                                      Station Manager, WICD-TV, Champaign, IL (2001-2003)

Donna R. Greene                       Executive Vice President of the Company and President of Main Street Bank
(Age 53)                              & 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 for the Company
(Age 41)                              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)

Howard F. Mooney II                   President, FirsTech and Executive Vice President for the Company and
(Age 42)                              Director of FirsTech

Robert F. Plecki, Jr.                 Executive Vice President of the Company and President of Main Street Bank
(Age 46)                              & Trust Retail Banking; President and Director of BankIllinois (2001-2004)

Christopher M. Shroyer                Executive Vice President of the Company and President of Main Street Bank
(Age 41)                              & Trust Commercial Banking; President, Chief Executive Officer and
                                      Director of The First National Bank of Decatur (2001-2004)

David B. White                        Executive Vice President and Chief Financial Officer of the Company and
(Age 55)                              Main Street Bank & Trust and Director of FirsTech

Nicholas John Waddock III             Executive Vice President and Chief Credit Officer of Main Street and Main
(Age 44)                              Street Bank & Trust; Executive Vice President, Commercial Lending, Central
                                      Illinois Bank (1997-2006)
</TABLE>

Compliance with Section 16(a) of the Securities Exchange Act

Section  16(a) of the  Securities  Exchange  Act  requires  that the  directors,
executive  officers  and persons who own more than 10% of the  Company's  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, if appropriate,  representations  made by any
reporting person concerning  whether a Form 5 was required to be filed for 2006,
we are not aware of any  failures  to comply  with the  filing  requirements  of
Section  16(a)  during  2006  except for Mr.  Meyer,  who filed a Form 4 late in
connection  with shares  distributed  to Mr. Meyer as an annuity  payment from a
grantor  retained  annuity trust and 165,125  shares  distributed to Mr. Meyer's
spouse as an annuity payment from a grantor retained annuity trust.

Code of Ethics

The  Company has a code of ethics in place that  applies to our Chief  Executive
Officer and Chief Financial Officer. Shareholders can receive a copy of the code
free of charge by contacting Teresa Marsh, the Company's Corporate Secretary, at
100 W. University Avenue, Champaign, Illinois 61820.

Audit Committee

In 2006,  Messrs.  Zacheis  (Chair),  Sloan and Haab were  members  of the Audit
Committee.  Each of these members was deemed to be  "independent"  as defined by
Nasdaq and the rules and regulations  promulgated by the Securities and Exchange
Commission.  The Board of Directors has determined that Mr. Haab qualifies as an
"audit committee  financial  expert" under the regulations of the Securities and
Exchange Commission.  The Board based this decision on Mr. Haab's education, and
his professional experience as President and Chief Executive Officer of Illinois
Power Company, a public electric and gas utility. Mr. Haab is a certified public
accountant  and  served on the  audit  staff of Price  Waterhouse,  where he was
responsible for auditing Fortune 500 companies.

                                       78
<PAGE>

Item 11. Executive Compensation

Compensation Discussion and Analysis

Introduction.

This  Compensation  Discussion  and Analysis  section  describes  Main  Street's
compensation  philosophy  and policies for 2006 as  applicable  to the executive
officers  named in the  Summary  Compensation  Table on page  86.  This  section
explains the structure and rationale  associated  with each material  element of
the executive's  compensation,  and it provides  important  context for the more
detailed disclosure tables and specific  compensation amounts provided following
the section.  It is  important  to note that the  Company,  Main Street Bank and
Trust and FirsTech share an executive  management team, the members of which are
compensated  by the bank  rather  than the  holding  company.  The  compensation
packages of the named  executive  officers  are  determined  and approved by our
compensation  committee  based  upon their  performances  and roles for both the
Company and Main Street Bank and Trust.

Additionally, as previously announced on September 21, 2006, the Company entered
into an  Agreement  and  Plan of  Merger  with  First  Busey  Corporation.  Upon
consummation  of this  merger of equals,  which is  expected to occur in the 2nd
quarter of 2007,  many of the  Company's  executive  officers  will  continue as
employees  and  executive  officers of the combined  company.  This section will
discuss  the  effect  of  this  proposed   transaction  on  decisions  for  2007
compensation.

Compensation-Related Governance and Role of the Compensation Committee.

Committee Membership. Members of the Compensation Committee are directors of the
Company.  During the calendar  year of 2006,  Messrs.  Kenney  (Chair),  Downey,
Shapland and Sloan were members of the Compensation  Committee and each of these
directors was considered "independent" as defined by the Nasdaq stock market, an
"outside"  director pursuant to Section 162(m) of the Internal Revenue Code, and
a  "non-employee"  director under Section 16 of the  Securities  Exchange Act of
1934.

The committee is generally responsible for the following:

     o    to adopt, review and refine an executive  compensation  philosophy and
          guiding  principles  that reflect The  Company's  mission,  values and
          long-term strategic objectives;

     o    to  administer  the  Company's  executive  compensation  programs in a
          manner that  furthers  The  Company's  strategic  goals and serves the
          interests of our shareholders;

     o    to establish  compensation-related  performance  objectives  under our
          bonus arrangements with our executive officers;

     o    to determine the total  compensation  levels of our executive officers
          and to allocate  total  compensation  among the various  components of
          executive pay;

     o    to  administer  the  Company's   equity   compensation  and  incentive
          compensation plans;

     o    to  make   recommendations  to  the  Board  regarding   incentive  and
          equity-based compensation plans;

     o    to  make   recommendations   regarding  succession  plans  for  senior
          executive officers; and

     o    to  recommend  to  the  Board  the  compensation   arrangements   with
          non-employee directors.

Meetings.  The committee  typically  meets several times each year (two times in
2006). The committee  subscribes to an independent service that provides surveys
and data  regarding  the  compensation  levels and  programs at other  financial
institutions.  The committee  also reviews other  generally  available  industry
compensation  information.  In the past, the committee has not relied on outside
consultants; however, that option is available to the committee.

                                       79
<PAGE>

Role of Executives in Committee Meetings. The Compensation Committee relies upon
the input of  management,  and  particularly  Messrs.  Dukeman and Lykins,  when
carrying  out  its  responsibilities  in  establishing  executive  compensation.
Management provides the committee with  recommendations  regarding  compensation
philosophy,  plan  design as well as  evaluations  of employee  performance  and
guidance on establishing performance targets and objectives.  The committee also
consults  with  management  on matters  related to  executive  compensation  and
benefit  plans where Board or  shareholder  action is  expected,  including  the
adoption  of new  compensation  plans or the  amendment  of existing  plans.  No
executive officer  participates in any  recommendation or decision regarding his
or her own compensation.

Additionally, because of the nature of the ongoing negotiations in 2006 relating
to the proposed merger with First Busey,  many decisions and factors relating to
compensation in 2007 were influenced by the Corporate Developments  Committee, a
special  committee  established to streamline the evaluation and  negotiation of
the proposed First Busey transaction.  The members of the Corporate Developments
Committee,  including Messrs.  Kenney, Meyer and Shapland,  were all independent
directors.

Compensation Philosophy and Objectives.

We are  committed to providing a total  compensation  program that  supports our
long-term business strategy and performance culture and creates a commonality of
interest with our  shareholders.  In  establishing  executive  compensation,  we
generally divide compensation into three separate components: salary, cash bonus
and long-term  incentive awards.  These components are intended to work together
to  compensate  the  executive  fairly  for his or her  services  and reward the
executive officer based upon our overall performance during the year.

The general  philosophy in making  decisions  regarding the  compensation of the
executive officers is:

     o    to provide  incentives for executive officers to work toward achieving
          successful annual results and strategic objectives;

     o    to provide significant reward for achievement of superior performance;

     o    to  provide  market-based  compensation  to help  recruit  and  retain
          professionals of exceptional quality;

     o    to create  significant  opportunity  and  incentive  for our executive
          officers to be long-term shareholders;

     o    to link  executive  compensation  rewards to increases in  shareholder
          value,  as  measured by  favorable  long-term  results  and  continued
          strengthening of the Company's financial condition; and

     o    to  provide   flexibility  to  recognize,   differentiate  and  reward
          individual performance.

Additionally,  in connection with the proposed transaction with First Busey, the
Corporate  Developments  Committee  and the Board gave special  attention to our
need to retain  certain  individuals  following  the  completion of the proposed
transaction.

Compensation Factors

General. The committee generally seeks to ensure that executive  compensation is
tied to furthering the goals and objectives  described  above.  To this end, the
committee evaluates compensation decisions based on a combination of our overall
corporate  performance  and the  achievement  of individual  performance  goals.
Additionally,  the  committee  considers  the  compensation  paid  to  executive
officers at certain peer  financial  institutions  to ensure that we are able to
continue  to attract and retain  talented  individuals.  Because  the  committee
believes  that it is  important  to  retain  flexibility  in  setting  executive
compensation and to be able to reward specific  individual  contributions to our
success,  it does not  apply a  formula  or assign  these  performance  measures
relative weights.  Instead, the committee makes a subjective determination after
considering such measures collectively.

                                       80
<PAGE>

Corporate  Performance.  In establishing executive  compensation,  the committee
measures the  Company's  performance  compared to  management's  and the Board's
goals and  objectives  as well as to the  performance  of other  similarly-sized
financial  institutions.   The  committee  believes  that  using  the  Company's
performance as a factor in determining an executive  officer's  compensation  is
effective  in  helping  to align the  executive's  interests  with  those of our
shareholders. With that in mind, the committee focuses on applicable performance
measures including return on equity,  return on assets,  earnings per share, net
income, asset growth and credit quality. As part of the evaluation and review of
these criteria,  the committee will also take into account the general  economic
conditions and how they may affect the Company's performance.

Individual  Performance.  Individual performance has a significant impact on the
compensation  of all employees,  including the Chief  Executive  Officer and the
other  executive  officers.  With respect to the Chief  Executive  Officer,  the
Chairman of the Board,  the  independent  directors,  under the direction of the
presiding  director,  meet with the Chief Executive Officer in executive session
annually  at the  beginning  of the  year to  agree  upon  the  Chief  Executive
Officer's  performance  goals and areas of emphasis for both the  individual and
the Company for the year. At the end of the year, the committee  meets under the
direction  of the Chairman of the Board to conduct a  performance  review of the
Chief  Executive  Officer  based  on  his  achievements,   contribution  to  our
performance  and other  leadership  accomplishments  for the  year.  As with the
evaluation of corporate  performance,  the committee  does not apply formulas or
assign these  performance  measures  relative  weights and the committee makes a
subjective  determination  after  considering  such measures  collectively.  The
evaluation is shared with the Chief Executive Officer and the committee uses the
review as a focal point in setting the Chief Executive Officer's compensation.

For the other named  executive  officers,  the committee  receives a performance
assessment and compensation  recommendation from the Chief Executive Officer and
also exercises its judgment based on the Board's interactions with the executive
officers.  As with the Chief Executive  Officer,  the performance  evaluation of
these  executives  is  based  on  achievement  of goals  and  objectives  by the
executive and his or her department, his or her contribution to our performance,
and other leadership accomplishments.

Peer  Comparison.  In  establishing  the  compensation  of the  named  executive
officers,  the committee also utilizes  market data  regarding the  compensation
practices  of other  financial  institutions  of a similar  size.  Although  the
committee  does not target a specific  level of peer  compensation  when  making
executive compensation  decisions,  it believes that such comparisons are useful
to stay  competitive in the marketplace  and attracting and retaining  qualified
executives.  As such,  the  committee  often  performs  an  informal  review  of
executive  compensation at other  similarly sized financial  institutions in the
Midwest.

Components of Compensation.

General.  There are three major  components to executive  officer  compensation:
base  salary,  cash  bonus  and  long-term  incentive  awards.  The  committee's
decisions  regarding each of these  components for the named executive  officers
are based, in part, on the committee's subjective judgment and take into account
qualitative  and  quantitative  factors,  as will be set forth in the discussion
below. In reviewing an executive officer's compensation, the committee considers
and evaluates all components of the officer's total compensation  package.  This
involves  reviewing base salary,  bonus,  incentive  stock awards,  perquisites,
participation in our non-qualified executive plans,  participation in our 401(k)
plan  and  any  other  payments,  awards  or  benefits  that an  officer  earns.
Additionally,  the committee takes into  consideration  any amounts an executive
officer is  entitled  to upon  retirement,  termination  or a  change-in-control
event.

Salary.  The Compensation  Committee  reviews each executive's base salary on an
annual  basis.  The  committee  believes  that the base  salaries  should  offer
security to each  executive  and allow us to attract  qualified  executives  and
maintain a stable  management team and environment.  The committee  targets base
salaries at levels  comparable to those of similar  positions  within the market
place.  The  committee  may adjust  salaries to reflect  our  overall  financial
performance,  as discussed above. Additionally,  base salaries are determined by
examining and evaluating the individual's performance over the past year as well
as the  individual's  level  of  responsibility,  prior  experience,  education,
breadth of  knowledge  and the current  market  level of  executives  at similar
positions  at our peer  institutions.  The  committee  will also factor in other
payments and awards that the executive may receive,  including stock options and
participation  in our profit sharing plan prior to making a determination on the
individual's salary. When establishing the salary of executives other than their
own, Messrs.  Dukeman and Lykins  participated with and made  recommendations to
the committee.

                                       81
<PAGE>

The salaries for 2006, determined by the committee in the first quarter of 2006,
are set forth in the summary compensation table on page 86. In determining these
salary levels, the committee considered the following:

     o    the  growth in 2005 of  earnings  by 16.9%  from  $1.54 net income per
          diluted share in 2004 to $1.80 net income per diluted share;

     o    the growth in 2005 of net income by 23.9% from $14.778 million in 2004
          to $18.308 million;

     o    the growth in 2005 of the return on average  assets from 1.22% in 2004
          to 1.24%;

     o    the growth of average  assets in 2005 from  $1.209  billion in 2004 to
          $1.474 billion;

     o    the growth in 2005 of revenue in our Wealth  Management group by 17.1%
          from $6.492 million in 2004 to $7.599 million;

     o    the growth in 2005 of assets under management in our Wealth Management
          group by 11.0% from $1.765 billion in 2004 to $1.959 billion;

     o    the record  net income in 2005 of  FirsTech,  our  payment  processing
          subsidiary,  of $1.525 million  compared to $1.331 million in 2004, an
          increase of 14.6%;

     o    the base  salary  paid to the  officers  in  comparable  positions  at
          financial institutions of similar size;

     o    the experience and industry  knowledge of the named executive officers
          and the quality and effectiveness of their leadership at the Company;

     o    the successful completion in 2005 of the acquisition of Citizens First
          Financial  Corp.,  and the  merger of  Citizens  Bank in  Bloomington,
          Illinois,  into Main Street Bank & Trust, and the opening of a banking
          office in Peoria, Illinois;

     o    minimum  base  salaries   provided  for  in  an  executive   officers'
          employment agreement;

     o    all  of the  components  of  executive  compensation,  including  base
          salary,  bonus, stock options,  retirement and death benefits, as well
          as benefits and perquisites; and

     o    internal pay equity among the Company's executives.

Our  performance  in 2005 was a key  factor in  setting  salaries,  as  personal
performance is rewarded more heavily in cash incentives and long-term  incentive
awards. The total increase in base salaries for the named executive officers for
2006 represented an overall increase of 3.6% over 2005.

Bonus. The incentive bonus is a discretionary  payment  primarily related to the
Company's  financial  performance,  as measured  by return on equity,  return on
assets, earnings per share, net income, asset growth and credit quality, and the
Company's  performance  relative to its long-term  goals.  Because of the strong
link to our financial performance,  bonuses to named executive officers are paid
in 1st quarter following the end of the year. As with salary, all of the factors
described herein are considered on a subjective basis in the aggregate, and none
of the factors is accorded a specific weight.

When establishing  bonuses, the committee also considers individual  performance
criteria in addition to  company-wide  objectives.  The committee  considers the
achievement of goals and objectives by the executive and his or her  department,
his or her contribution to our performance, and other leadership accomplishments
when recommending a bonus. These factors are considered on a subjective basis in
the aggregate, and none of the factors is accorded a specific weight.

In regard to bonuses for executives other than himself, Mr. Dukeman participated
with and made recommendations to the committee. The committee determines Messrs.
Dukeman's and Lykins'  bonuses using the same  philosophies  and factors  listed
above.

                                       82
<PAGE>

The bonuses paid to named  executive  officers in 2007 for 2006  performance are
set forth in the Summary Compensation Table and reflect:

     o    the  growth in 2006 of net  income  per  share by 4.4% from  $1.80 net
          income  per  diluted  share in 2005 to $1.88 net  income  per  diluted
          share;

     o    the growth in 2006 of net income by 5.1% from $18.308  million in 2005
          to $19.237 million;

     o    strong  credit  quality with  non-performing  loans as a percentage of
          gross loans at 0.82%;

     o    the growth in 2006 of revenue in our Wealth  Management  group by 8.4%
          from $7.599 million in 2005 to $8.235 million;

     o    the growth in 2006 of assets under management in our Wealth Management
          group from $1.959 billion in 2005 to over $2.3 billion;

     o    the record  net income in 2006 of  FirsTech,  our  payment  processing
          subsidiary,  of $1.807 million  compared to $1.525 million in 2005, an
          increase of 18.5%; and

     o    two other  measures  typically  considered in bonus  decisions are the
          return on assets and the return on equity,  and although down slightly
          from 2005, return on equity from 13.40% to 13.10% and return on assets
          from  1.24%  to  1.23%,   they  were  reflective  of  solid  financial
          performance.

Long-Term Incentive Compensation. The committee has regularly granted options to
executive  officers,  as  well as  other  employees,  on an  annual  basis.  The
committee  believes  that  stock  options  align  executives'   incentives  with
shareholders'  because options have value only if our stock price increases over
time.  Therefore,  the committee  believes that 10-year options,  granted at the
market price on the date of grant,  help focus employees on long-term growth. In
addition,  options  are  intended  to help  retain key  employees  because  they
typically  cannot be  exercised  for three  years  and,  if not  exercised,  are
forfeited if the employee leaves the Company before  retirement.  The three-year
vesting also helps keep employees focused on long-term performance.  The Company
does not reprice options;  likewise, if the stock price declines after the grant
date, we do not replace options.

Generally,  in approving option grants, the committee considers our compensation
philosophy, the position and level of responsibility of each officer, our belief
that equity awards  should be a  significant  part of the total mix of executive
compensation, and the level of options granted to them in prior years.

The committee's  procedure for timing of equity grants provides  assurances that
grant timing is not being  manipulated to result in a price that is favorable to
employees.  Annual equity grants are made for all eligible employees,  including
executive  officers at the  committee's  regularly  scheduled  meetings  with an
exercise  price equal to the  closing  price of our shares on the date of grant.
Grants are made at committee meetings held at the beginning of each year because
they coincide with our  calendar-year-based  performance  management  cycle that
allows  supervisors  to deliver the equity  awards close in time to  performance
appraisals,  which increases the impact of the awards by strengthening  the link
between pay and performance.

The stock option awards made to named  executive  officers in 2006 are reflected
in the Grants of Plan Based Award Table and reflect:

     o    the compensation philosophy and guiding principles described above;

     o    all  of the  components  of  executive  compensation,  including  base
          salary,  bonus, stock options,  retirement and death benefits, as well
          as benefits and perquisites; and

     o    internal pay equity among the Company executives.

                                       83
<PAGE>

All Other  Compensation.  We provide general and customary  benefit  programs to
executive  officers and other  employees.  Benefits  offered to  executives  are
intended to serve a different purpose than base salary, bonus and equity awards.
While the  benefits  offered  are  competitive  with the  market  place and help
attract and retain executives,  the benefits also provide financial security for
employees  for  retirement  as well as in the event of illness,  disability,  or
death.  Benefits  offered to executive  officers are generally  those offered to
other employees with some variation to promote tax efficiency and replacement of
benefit  opportunities  lost to  regulatory  limits,  although  there  are  some
additional  perquisites that may only be offered to executive officers.  Because
of the nature of the benefits  offered,  the committee  normally does not adjust
the level of benefits offered on a year to year basis.

The following  table  summarizes  the benefits and  perquisites we do and do not
provide as well as  identifies  those  employees  who may be eligible to receive
them:

<TABLE>

                                       Executive Officers      Other Officers/Managers        Full-Time Employees
----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                     <C>                            <C>
Retirement Plans:
  401(k)Plan/Profit Sharing                     X                          X                            X
  Deferred Compensation Plan                    X                          X                       Not Offered

Perquisites:
  Automobile Allowance                          X                          X                       Not Offered
  Country Club Membership                       X                          X                       Not Offered
  Bonus Life Insurance Premiums                 X                          X                       Not Offered

------------------------------------ ----------------------- ---------------------------- ----------------------------
</TABLE>

     A.   Main Street  Trust,  Inc.  401(k)  Plan.  We also sponsor a qualified,
          tax-exempt  pension  plan  qualifying  under  Section  401(k)  of  the
          Internal Revenue Code. The plan is eligible for all employees  meeting
          age and service  requirements,  including our executive officers.  The
          401(k) plan allows for  participants'  contributions up to the maximum
          amount allowed by the IRS regulations,  and  contributions up to 6% of
          gross salary are eligible for the Company's match of 50%. Participants
          can choose  between  several  different  investment  options under the
          401(k) plan.

The 2006 contributions for named executive officers are set forth in the Summary
Compensation Table and were established pursuant to the 401(k) plan.

Main Street  Trust,  Inc.  Profit  Sharing  Plan.  The Company  also  sponsors a
qualified  retirement  plan commonly  referred to as a profit  sharing plan. All
employees meeting age and service requirements, including our executive officers
are  eligible  to  participate  in the  plan.  Employees  are not  permitted  to
contribute  to the plan.  The amounts of all company  contributions  made to the
profit  sharing  plan  are  at  the  Company's  discretion.  Generally,  company
contribution amounts are based upon the Company's net income,  return on average
assets,  other financial factors and the Company's  performance  relative to its
long-term goals although  company  contributions  are not based on a formula and
the above factors are each considered on a subjective  basis.  Participants  can
choose between  several  different  investment  options under the profit sharing
plan.

The 2006 profit sharing contributions for named executive officers are set forth
in the Summary  Compensation  Table and were established  pursuant to the profit
sharing plan.

Deferred Compensation Arrangements for Executive Officers. We sponsor a deferred
compensation  arrangement with our executive  officers that provides a means for
the participants to voluntarily  defer a portion of their salary or bonus.  This
arrangement is an unfunded,  nonqualified deferred compensation arrangement.  We
have also assumed the  outstanding  liability for similar  arrangements  for the
deferral of director  fees and  executive  officer  compensation  offered by our
predecessor  companies in connection with the merger of  BankIllinois  Financial
and Central Illinois  Financial  Corporation of Champaign in 1995, the merger of
BankIllinois Financial Corporation and First Decatur Bancshares,  Inc., in 2000,
and in connection with the acquisition of Citizens First Financial Corp.

                                       84
<PAGE>

Other  Perquisites.  It is our belief that  perquisites  for executive  officers
should be very limited in scope and value. Due to this  philosophy,  the Company
has generally  provided nominal benefits to executives that are not available to
all full time employees and we plan to continue this approach in the future.  We
do provide  country club  memberships to certain  executives and managers in the
ordinary course of business to give them the opportunity to bring in and recruit
new  business  opportunities.  Those  individuals  are  eligible to use the club
membership for their own personal use. In addition,  certain executive  officers
and managers are eligible for a monthly  automobile  allowance.  We also pay the
premiums on life insurance policies for certain executive officers and managers.

We have disclosed the value of all  perquisites to named  executive  officers in
the Summary Compensation Table even if they fall below the disclosure thresholds
under the SEC rules.

Tax and Accounting Policies Affecting Compensation Decisions

Section 162(m) of the Internal  Revenue Code limits the  deductibility of annual
compensation in excess of $1.0 million paid to the Chief  Executive  Officer and
any of the four other  highest  paid  officers,  to the  extent  they are listed
officers on the last day of any given tax year. However,  compensation is exempt
from  this  limit  if  it   qualifies   as   "performance-based   compensation."
Performance-based   compensation  generally  includes  only  payments  that  are
contingent on  achievement  of  performance  objectives,  and excludes  fixed or
guaranteed payments.

Although we will consider deductibility under Section 162(m) with respect to the
compensation arrangements for executive officers,  deductibility will not be the
sole factor used in determining  appropriate  levels or methods of compensation.
Since our objectives may not always be consistent with the requirements for full
deductibility,  we may enter into compensation arrangements under which payments
would not be deductible under Section 162(m).

We are  required to amortize the fair value of equity  awards as required  under
SFAS No. 123R,  "Share-Based  Payments".  Under this accounting bulletin,  which
became effective for us on January 1, 2006, we apply the Black-Scholes valuation
model to determine the fair value of equity  awards on the date of grant,  which
is then amortized on a  straight-line  basis over the requisite  service period.
When making equity awards, the committee considered the amortization of expenses
in granting equity awards in 2006.

Decisions Affecting 2007 and Future Compensation

In 2007,  compensation  components and factors are  anticipated to be similar to
2006.  However,  with the proposed  merger of First Busey and Main Street Trust,
Inc.,  the decision  was made to defer  equity  grants until some time after the
completion  of the merger.  If for some reason the merger is not  expected to be
completed in 2007, the  Compensation  Committee will  reconsider the granting of
options in 2007.

As discussed  above,  in connection  with the execution of the merger  agreement
with First Busey, we entered into letter agreements with Messrs. Lykins, Dukeman
and White that amend the terms of their current  employment  agreements upon the
completion of the proposed merger. Under Mr. Lykins's agreement,  effective upon
the closing of the proposed merger, Mr. Lykins,  would receive a one-time change
of  control  payment,  would  continue  as an  employee  of the  Company  or its
successor and receive an annual salary of $50,000.  Under Mr.  Dukeman's  letter
agreement,  he has  agreed  to  waive  change  in  control  benefits  under  his
employment  agreement if the proposed  merger is  completed.  Lastly,  under Mr.
White's  letter  agreement,  he has agreed to waive  certain  "walk away" rights
following  a change of control and  instead,  is entitled to a change of control
payment if he is terminated without cause or if he is constructively  discharged
during the 36-month  period  following the proposed  merger.  Additionally,  Mr.
White  would be  entitled to a change of control  payment if he  terminates  his
employment  agreement for any reason during the period beginning on the eighteen
month  anniversary of the closing of the proposed merger and ending on the third
anniversary of the closing or if his  employment is terminated  because of death
or disability during the first eighteen months following the proposed merger.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation
Discussion and Analysis with management. Based on our review and discussion with
management,  we have recommended to the Board of Directors that the Compensation
Discussion  and  Analysis  be  included  in this  Form  10-K for the year  ended
December 31, 2006.

Submitted by:

                     Members of the Compensation Committee:

                           Frederic L. Kenney (chair)
                                 David J. Downey
                               George T. Shapland
                                 Thomas G. Sloan




                                       85
<PAGE>



Executive and Director Compensation

<TABLE>

                                          Summary Compensation Table
----------------------------------------------------------------------------------------------------------------
  Name and principal      Year    Salary ($)    Bonus ($)     Option      Change in      All other     Total ($)
       position                                               awards       pension     compensation
                                                              ($)(1)      value and       ($)(3)
                                                                         nonqualified
                                                                           deferred
                                                                         compensation
                                                                           earnings
                                                                           ($)((2))
         (a)              (b)         (c)          (d)          (f)          (h)            (i)           (j)
----------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>           <C>          <C>           <C>           <C>          <C>
Gregory B. Lykins         2006     $153,230      $65,000      $24,758       $2,564        $45,031      $290,583
Chairman of the Board

Van A. Dukeman            2006     $277,846     $150,000      $36,471       $1,900        $47,974      $514,191
President and Chief
Executive Officer

Donna R. Greene           2006     $147,461      $30,000      $11,551        $85          $30,732      $219,829
Executive Vice
President
of Wealth Management

Paul E. Donohue           2006     $147,461      $25,000      $18,729        $192         $30,120      $221,502
Executive Vice
President
of Sales and Marketing

David B. White            2006     $144,230      $50,000      $19,922       $1,509        $32,482      $248,143
Executive Vice
President, Treasurer
and
Chief Financial
Officer



     (1)  Amounts  reflect  the  compensation  cost  recognized  for 2006  under
          Financial  Accounting  Standards Board's  Financial  Accounting Series
          Statement 123(R) (revised 2004), Share-Based Payment ("FAS 123R"). See
          Note 1(p) to the Consolidated  Financial  Statements  contained in our
          Annual Report on Form 10-K for the year-ended  December 31, 2006 for a
          discussion  of  the  relevant  assumptions  used  in  calculating  the
          compensation cost and grant date fair value under FAS 123R.

     (2)  Represents   above-market  interest  on  deferred  compensation.   The
          interest  yield  on  the  deferred  compensation  plan  is  determined
          according to the plan  document  and is 125% of the declared  interest
          rate on Security  Life Corp.  III  policies  for the current  calendar
          month as  determined  by  Security  Life of Denver  (or any  successor
          thereto).  If that  monthly  rate is no longer  published or no longer
          deemed appropriate by the Company, a substantially similar rate may be
          chosen by the Compensation Committee.


</TABLE>



                                       86
<PAGE>
<TABLE>

     (3)  The following  table includes  amounts  reflected  under the All Other
          Compensation column for each named executive officer:

---------------------------------------------------------------------------------------------------------
                              Mr. Lykins     Mr. Dukeman       Ms. Greene      Mr. Donohue       Mr.White
---------------------------------------------------------------------------------------------------------
<C>                             <C>             <C>              <C>              <C>             <C>
401(k) match ..............     $ 5,646         $ 7,500          $ 3,951          $3,950          $ 4,090

Non-qualified
  Retirement Plan
  contribution ............       3,000           7,585            2,627           3,169            3,220

Profit Sharing
    contribution ..........      12,100          12,100           10,213           9,668           10,074

Life insurance premiums ...       8,548           3,848            1,942           1,334            3,098

Automobile allowance ......       7,361           8,566            7,200           7,200            7,200

Country club fees .........       8,376           8,376            4,800           4,800            4,800
                           ------------------------------------------------------------------------------
Total                          $ 45,031        $ 47,974         $ 30,732        $ 30,120         $ 32,482
                           ==============================================================================


</TABLE>

                           Grants of Plan Based Awards

The following  table  includes stock options  granted  pursuant to The Company's
2000 Stock Incentive Plan during 2006. No stock appreciation rights,  restricted
stock or other equity  awards were granted to named  executive  officers in 2006
nor were any cash or non-cash awards made pursuant to an incentive plan.

<TABLE>

---------------------------------------------------------------------------------------------------------------------
       Name                      Grant date             All other option       Exercise or base     Grant Date Fair
                                                       awards; Number of        price of option       Value ($)(1)
                                                     securities underlying       awards ($/Sh)
                                                            options
                                                              (#)
       (a)                            (b)                     (j)                     (k)                  (l)
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                         <C>                    <C>                 <C>
Gregory B. Lykins                02/21/2006                  5,000                  $30.10              $4.6865

Van A. Dukeman                   02/21/2006                  7,500                  $30.10              $4.6865

Donna R. Greene                  02/21/2006                  4,000                  $30.10              $4.6865

Paul E. Donohue                  02/21/2006                  4,000                  $30.10              $4.6865

David B. White                   02/21/2006                  4,000                  $30.10              $4.6865

<FN>


     (1)  The grant  date fair value of stock  option  awards is  calculated  in
          accordance with FAS 123R. See Note 1(p) to the Consolidated  Financial
          Statements  contained  in our Annual  Report on Form 10-K for the year
          ended  December 31, 2006 for a discussion of the relevant  assumptions
          used in calculating the grant date fair value under FAS 123R.
</FN>

</TABLE>

                                       87
<PAGE>

                  Outstanding Equity Awards at Fiscal Year-End

The table below  summarizes  stock options  outstanding at December 31, 2006 for
each of the named executive officers.

<TABLE>

                -------------------------------------------------------------------------------
                         Name             Number of       Number of      Option      Option
                                         securities      securities     exercise   expiration
                                         underlying      underlying       Price       date
                                         unexercised     unexercised       ($)
                                           options         options
                                             (#)             (#)
                                         Exercisable   Unexercisable(2)
                         (a)               (b)(1)            (c)         (d)(1)        (e)
                -------------------------------------------------------------------------------
                <S>                         <C>               <C>       <C>        <C>   <C>
                Gregory B. Lykins           5,512             0         $18.37     04/12/2010
                                            5,250             0         $17.50     03/20/2011
                                            5,000             0         $18.60     03/19/2012
                                            5,000             0         $24.80     03/18/2013
                                            4,785            215        $30.60     02/17/2014
                                            3,123           1,877       $29.60     02/15/2015
                                            1,429           3,571       $30.10     02/21/2016

                Van A. Dukeman              5,512             0         $18.37     04/12/2010
                                            5,250             0         $17.50     03/20/2011
                                            5,000             0         $18.60     03/19/2012
                                            5,000             0         $24.80     03/18/2013
                                            7,178            322        $30.60     02/17/2014
                                            4,684           2,816       $29.60     02/15/2015
                                            2,143           5,357       $30.10     02/21/2016

                Donna R. Greene             2,498           1,502       $29.60     02/15/2015
                                            1,143           2,857       $30.10     02/21/2016

                Paul E. Donohue             3,828            172        $30.60     02/17/2014
                                            2,498           1,502       $29.60     02/15/2015
                                            1,143           2,857       $30.10     02/21/2016

                David B. White              3,307             0         $18.37     04/12/2010
                                            3,150             0         $17.50     03/20/2011
                                            3,000             0         $18.60     03/19/2012
                                            3,000             0         $24.80     03/18/2013
                                            3,828            172        $30.60     02/17/2014
                                            2,498           1,502       $29.60     02/15/2015
                                            1,143           2,857       $30.10     02/21/2016

<FN>

     (1)  The number of  unexercised  options and the option  exercise price for
          grants expiring in 2010 and 2011 for Messrs. Lykins, Dukeman and White
          have been adjusted for stock dividends.


     (2)  All option awards included in the Outstanding  Equity Awards at Fiscal
          Year End Table vest  ratably  over three years from the date of grant.
          The exercise  price for all option  awards is the closing price on the
          date of grant.
</FN>

</TABLE>
                                       88
<PAGE>


                        Option Exercises and Stock Vested

The  following  table  summarizes  the  stock  option  exercises  stock by named
executive officers in 2006.

<TABLE>

                       -------------------------------------------------------------------
                                                             Option Awards
                       -------------------------------------------------------------------
                               Name               Number of shares       Value realized
                                                acquired on exercise       on exercise
                                                         (#)                  ($)(1)
                                (a)                      (b)                    (c)
                       -------------------------------------------------------------------
                       <S>                      <C>                      <C>
                       Gregory B. Lykins                 -                      -

                       Van A. Dukeman                    -                      -

                       Donna R. Greene                   -                      -

                       Paul E. Donohue                   -                      -

                       David B. White                  1,000                 $10,300

<FN>

     (1)  Amounts  reflect  the  difference  between the  exercise  price of the
          option and the market price at the time of exercise.
</FN>

</TABLE>


                       Nonqualified Deferred Compensation

The following table provides  information  regarding 2006 nonqualified  deferred
compensation for our named executive  officers.  For further  explanation of our
deferred  compensation  arrangements,  see the  discussion  under  "Compensation
Discussion and Analysis."

<TABLE>

----------------------------------------------------------------------------------------------------------
      Name                  Executive       Registrant       Aggregate      Aggregate         Aggregate
                          contributions    contributions    earnings in    withdrawals/      balance at
                            in last FY       in last FY        last FY       distrib          last FYE
                             ($)(1)           ($)(2)           ($)(3)          ($)               ($)
      (a)                      (b)             (c)             (d)             (e)               (f)
----------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>             <C>                <C>           <C>
Gregory B. Lykins           $31,942          $3,000          $34,490             -            $595,499

Van A. Dukeman              $35,284          $7,585          $25,471             -            $452,397

Donna R. Greene             $11,853          $2,627           $1,212             -            $28,056

Paul E. Donohue             $21,723          $3,169           $2,700             -            $57,841

David B. White              $21,365          $3,220          $20,316             -            $354,511

<FN>

     (1)  Executive  Contributions  includes  amounts  reported  in the  Summary
          Compensation Table as Salary.

     (2)  Registrant  Contributions  includes  amounts  reported  in the Summary
          Compensation Table under All Other Compensation.

     (3)  Aggregate  Earnings in last fiscal year includes  amounts  reported in
          the  Summary  Compensation  Table  under  Change in Pension  Value and
          Nonqualified  Deferred  Compensation Earnings as above-market interest
          on deferred compensation.
</FN>

</TABLE>

                                       89
<PAGE>

                              Director Compensation

The  following  table  describes  compensation  for the  Company's  non-employee
directors  for 2006.  The  amounts  reported  include  compensation  paid to the
non-employee  directors  in their  capacity  as  directors  of our  wholly-owned
subsidiaries,  Main  Street  Bank and Trust and  FirsTech,  in addition to their
service as directors of the Company.

<TABLE>

--------------------------------------------------------------------------------
      Name(1)                  Fees           Option Awards              Total
                            earned or            ($)(3)                    ($)
                            paid in
                              cash
                            ($)(2)

        (a)                    (b)                                        (h)
--------------------------------------------------------------------------------
<S>                          <C>                <C>                     <C>
David J. Downey              $7,000             $25,059                 $32,059

Van A. Dukeman(1)                 -             $36,471                 $36,471

Larry D. Haab                $4,250             $25,059                 $29,309

Frederic L. Kenney           $7,000             $25,059                 $32,059

Gregory B. Lykins(1)              -             $24,758                 $24,758

August C. Meyer, Jr.              -             $25,059                 $25,059

George T. Shapland           $7,000             $25,059                 $32,059

Thomas G. Sloan              $3,000             $25,059                 $28,059

H. Gale Zacheis, M.D.        $2,000             $25,059                 $27,059

<FN>

     (1)  Directors of the Company who are also  employees  were not  separately
          compensated  for  service  on the boards or  committees.  Non-employee
          directors  receive  5,000  options for service on the holding  company
          Board but do not otherwise  receive cash  compensation  for service on
          the holding company Board.  Options awarded to non-employee  directors
          vest ratably over a one year period. Non-employee directors receive an
          annual fee of $2,000 for service on the Audit Committee, an annual fee
          of $1,000 for service on the  Compensation  and Nominating  Committees
          combined,  an annual  fee of $6,000 for  service  on the  Senior  Loan
          Committee  and an annual  fee of $1,250 for  service  on the  FirsTech
          Board.

     (2)  The  following   table   provides   additional   information  on  2006
          compensation for non-employee directors who served during 2006.
</FN>

</TABLE>

                                       Holding
                                       Company     Bank     FirsTech
                                      Committee  Committee   Board       Total
                   Name                Fees($)    Fees($)    Fees($)    Fees($)
             ------------------------------------------------------------------
             David J. Downey            1,000      6,000          -       7,000
             Larry D. Haab              3,000          -      1,250       4,250
             Frederic L. Kenney         1,000      6,000          -       7,000
             August  C.   Meyer, Jr.        -          -          -           -
             George T. Shapland         1,000      6,000          -       7,000
             Thomas G. Sloan            3,000          -          -       3,000
             H. Gale Zacheis            2,000          -          -       2,000

     (3)  Amounts  reflect the  compensation  cost recognized for 2006 under FAS
          123R. See Note 1(p) to the Consolidated Financial Statements contained
          in our Annual Report on Form 10-K for the year-ended December 31, 2006
          for a discussion of the relevant  assumptions  used in calculating the
          compensation cost and grant date fair value under FAS 123R.

                                       90
<PAGE>

Potential Payments Upon Termination or Change in Control

The following table sets forth  information  concerning  potential  payments and
benefits  under the Company's  compensation  programs and benefit plans to which
the named executive  officers would be entitled upon a hypothetical  termination
of  employment  as of December 31, 2006.  Please note that the amounts set forth
below,  may not reflect amounts due to any executive  officer in connection with
the  proposed  transaction  with  First  Busey,  which  amounts  may  depend  on
circumstances beyond the control of the Company such as individual  negotiations
with First Busey. As is more fully described  below, all five of named executive
officers  have  entered  into  employment  agreements  with the  Company (or its
predecessor),  which  provide for payments and benefits to the  executives if an
executive  should  experience a  termination  of  employment  without  cause,  a
constructive  discharge,  death or disability (in the case of Messrs. Lykins and
Dukeman) or a termination in connection with a change in control of the Company.
Except for the payments and benefits provided by the employment agreements,  all
other  payments  and  benefits  provided  to any named  executive  officer  upon
termination of his employment are the same as the payments and benefits provided
to other  eligible  executives of the Company.  For purposes of  estimating  the
value of certain  equity awards  management has assumed a price per share of the
Company's  common stock of $35.25,  which was the closing  price on December 29,
2006, the last trading day of the year.

<TABLE>

--------------------------------------------------------------------------------------------------------------------
                                          Continuation   Acceleration
                               Cash        of Medical/    of Deferred   Acceleration                      Total
                             Severance       Dental      Compensation     of Equity     Excise Tax     Termination
                              Payment     Benefits((1))     Vesting        Awards      Gross-Up((2))    Benefits
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>            <C>            <C>            <C>             <C>
Gregory B. Lykins

Termination - without        $289,000        $11,819          ---            ---            ---         $300,819
cause, constructive
discharge, death or
disability

Termination in               $900,000        $35,457          ---          $29,995          ---         $965,452
connection with change
in control
--------------------------------------------------------------------------------------------------------------------
Van A. Dukeman

Termination - without        $505,000        $15,264          ---            ---            ---         $520,264
cause, constructive
discharge, death or
disability

Termination in              $1,515,000       $45,792          ---          $44,996       $548,165      $2,153,953
connection with change
in control
--------------------------------------------------------------------------------------------------------------------
Donna R. Greene

Termination - without        $209,976        $7,292           ---            ---            ---         $217,268
cause or constructive
discharge

Termination in               $407,976        $14,584         $315          $23,200          ---         $446,075
connection with change
in control
--------------------------------------------------------------------------------------------------------------------
Paul E. Donohue

Termination - without        $202,119        $9,320           ---            ---            ---         $211,439
cause or constructive
discharge

Termination in               $400,119        $18,640         $849          $24,000          ---         $443,608
connection with change
in control
--------------------------------------------------------------------------------------------------------------------
David B. White

Termination - without        $195,000        $7,466           ---            ---            ---         $202,466
cause or constructive
discharge

Termination in               $390,000        $14,932          ---          $24,000          ---         $428,932
connection with change
in control
--------------------------------------------------------------------------------------------------------------------

                                       91
<PAGE>

<FN>

     (1)  These  are  estimated   amounts  due  for   continuation  of  medical,
          disability  and life  insurance  benefits based on 2007 group premiums
          charged  to the  Company  and its  employees  under  the  group  plans
          sponsored by the Company.

     (2)  Pursuant to the terms of their employment  agreements,  Messrs. Lykins
          and  Dukeman  are  entitled  to receive a  "gross-up"  payment for any
          excise tax (and income and employment taxes thereon) that would be due
          in  connection   with   parachute   payments   made  to  them.   While
          circumstances  could exist under which an excise tax gross-up  payment
          would  be due to Mr.  Lykins,  management  does not  believe  that any
          payments  reflected in this table would result in the imposition of an
          excise tax under the Internal Revenue Code based upon a termination of
          employment  in  connection  with a  change  in  control  occurring  on
          December 31, 2006. Further, although an excise tax gross-up payment is
          included  above for Mr.  Dukeman,  management  believes that there are
          alternatives, which would typically be considered in the context of an
          actual change in control situation, that would result in no excise tax
          being  imposed  on Mr.  Dukeman  at the time of an  actual  change  in
          control.  The terms of the  employment  agreements  for Ms. Greene and
          Messrs.  Donohue and White  require that their  parachute  payments be
          reduced to an amount  that is one dollar less than the  threshold  for
          imposing an excise tax under the Internal  Revenue  Code,  in order to
          avoid the imposition of any such excise tax. While circumstances could
          exist under which such a reduction would be required,  management does
          not believe that any payments  reflected in this table would result in
          the imposition of an excise tax under the Internal  Revenue Code based
          upon a  termination  of  employment  in  connection  with a change  in
          control occurring on December 31, 2006.
</FN>

</TABLE>

Accrued  Pay and Regular  Retirement  Benefits.  The amounts  shown in the table
above do not include  payments and benefits to the extent they are provided on a
non-discriminatory  basis to salaried  employees  generally upon  termination of
employment. These include:

     o    Accrued salary and vacation pay.

     o    Distributions  of plan  balances  under any of the  following  Company
          plans:  the 401(k)  plan,  the  profit-sharing  plan and the  deferred
          compensation  plan. See "All Other  Compensation"  in the Compensation
          Discussion and Analysis section for a general description of each such
          plan. Also, see the  "Nonqualified  Deferred  Compensation"  table for
          information on current account balances.

     o    The value of option  continuation  upon a termination  of  employment,
          since all employees are treated in a similar manner under the terms of
          the Company's 2000 Stock Incentive Plan.

Death,  Disability  and  Retirement.  As is the  case  with any  other  eligible
participant under the Company's 2000 Stock Incentive Plan, upon a termination of
employment  for any  reason  other  than  death,  disability,  retirement  or in
connection with a change in control,  the named  executive  officers will have a
period of three months during which to exercise their vested  outstanding  stock
options. Upon a termination of employment due to death or disability,  the named
executive  officers will have a period of twelve months to exercise their vested
outstanding stock options.  If the named executive  officer retires,  his or her
vested  outstanding  stock  options  may be  exercised  at any time  during  the
remainder of an option's original ten-year term; provided,  however, that if the
executive  officer dies after retirement,  any vested  outstanding stock options
must be exercised  within twelve  months of his or her death.  Any options which
are not vested at the time of termination will be forfeited.

Acceleration of Vesting Upon a Change in Control.  All employees,  including the
named  executive  officers,  who receive stock options under the Company's  2000
Stock  Incentive  Plan will  immediately  and fully vest in any  unvested  stock
options held by such employee upon the occurrence of a change in control.

Employment  Agreements.  Other than as is provided in the employment agreements,
no named  executive  officer  will be entitled to any  payments or benefits  (in
addition to those provided  under the standard  terms of the Company's  employee
benefit plans and programs) upon a termination  of employment  that occurs other
than in  connection  with a change in control.  Other than as is provided in the
employment agreements, and except as is provided in accordance with the terms of
the Company's  2000 Stock  Incentive  Plan, no named  executive  officer will be
entitled to any payments or benefits (in  addition to those  provided  under the
standard terms of the Company's employee benefit plans and programs) as a result
of the  occurrence  of a change in  control or as a result of a  termination  of
employment in connection with a change in control.

                                       92
<PAGE>

In the case of a termination  of  employment  by the Company  without cause or a
constructive  discharge  (or,  in the case of  Messrs.  Lykins and  Dukeman,  in
addition  to such  terminations,  termination  of  employment  due to  death  or
disability), the employment agreements provide for the following:

     o    Payment of a  severance  benefit  equal to the sum of the  executive's
          current annual base salary plus the amount of his or her most recently
          awarded  performance  bonus. In addition,  if the executive  officer's
          employment  is  terminated  prior to the end of his or her  employment
          term, he or she will be entitled to receive an additional cash payment
          in an amount equal to the value of contributions  that would have been
          made  on  behalf  of  the  executive   officer  under  all  applicable
          retirement and other employee benefit plans had the executive  officer
          remained  employed  by  the  Company  through  the  end  of his or her
          employment term. All of the employment  agreements  currently  provide
          for a one-year term of employment.

     o    The Company will provide each named executive  officer (and his or her
          dependents)  with  continuing  coverage under all existing  health and
          disability programs (and, in the case of Messrs.  Lykins,  Dukeman and
          White, life insurance programs) for a period of one year following the
          effective  date of  termination,  provided  that,  with respect to Ms.
          Greene and  Messrs.  Donohue  and White,  to the extent the  executive
          officer  paid a portion of the premium for any such  benefit  prior to
          termination,  he or she shall  continue to pay such portion during the
          continuation  period. The total cost of the continuation  benefits for
          Messrs. Lykins and Dukeman will be paid by the Company.

In the case of Ms.  Greene  and  Messrs.  Donohue  and  White,  if an  executive
officer's  employment is  terminated  within 12 months  immediately  following a
change in control, the employment agreements provide for the following:

     o    Payment  of a  severance  benefit  equal to two  times  the sum of the
          executive's  current  annual base salary plus the amount of his or her
          most recently awarded performance bonus. In addition, if the executive
          officer's  employment  is  terminated  prior  to the end of his or her
          employment  term,  he or she will be entitled to receive an additional
          cash  payment in an amount  equal to the value of  contributions  that
          would  have been made on behalf  of the  executive  officer  under all
          applicable  retirement  and  other  employee  benefit  plans  had  the
          executive  officer remained employed by the Company through the end of
          his or her employment term.

     o    The Company will provide Ms. Greene and Messrs. Donohue and White (and
          each of their dependents) with continuing  coverage under all existing
          health and disability  programs  (and, in the case of Mr. White,  life
          insurance  programs) for a period of two years following the effective
          date of  termination,  provided  that,  to the  extent  the  executive
          officer  paid a portion of the premium for any such  benefit  prior to
          termination,  he or she shall  continue to pay such portion during the
          continuation period.

     o    Upon a change in control,  executives may be subject to certain excise
          taxes under Section 280G of the Internal Revenue Code on any parachute
          payments due to them.  The  employment  agreements  for Ms. Greene and
          Messrs.  Donohue and White  provide that the value of their  parachute
          payments  shall be reduced to an amount  that is one dollar  less than
          the  threshold  for  imposition of an excise tax under Section 280G of
          the Internal  Revenue Code to avoid the imposition of such excise tax.
          While  circumstances could exist under which such a reduction would be
          required,  management does not believe that any payments  reflected in
          this table would result in the  imposition  of an excise tax under the
          Internal  Revenue  Code  based upon a  termination  of  employment  in
          connection with a change in control occurring on December 31, 2006.

In the case of Messrs.  Lykins and Dukeman, if an executive officer's employment
is  terminated  within  the 18 months  preceding  or the 12  months  immediately
following  a change  in  control,  the  employment  agreements  provide  for the
following:

     o    Payment of a severance benefit equal to the greater of (i) $900,000 or
          (ii) three times the sum of the executive's current annual base salary
          plus the amount of his most recently  awarded  performance  bonus.  In
          addition, if the executive officer's employment is terminated prior to
          the end of his  employment  term,  he will be  entitled  to receive an
          additional   cash   payment  in  an  amount  equal  to  the  value  of
          contributions  that  would  have been made on behalf of the  executive
          officer under all applicable  retirement  and other  employee  benefit
          plans had the  executive  officer  remained  employed  by the  Company
          through the end of his employment term.

                                       93
<PAGE>

     o    The Company will provide Messrs. Lykins and Dukeman (and each of their
          dependents)  with  continuing  coverage  under  all  existing  health,
          disability  and life  insurance  programs  for a period of three years
          following the  effective  date of  termination.  The total cost of the
          continuation  benefits for Messrs.  Lykins and Dukeman will be paid by
          the Company.

     o    Upon a change in control, Messrs. Lykins and Dukeman may be subject to
          certain excise taxes under Section 280G of the Internal  Revenue Code.
          The Company  agreed to "gross-up"  each of them for those excise taxes
          as well as any income and employment taxes payable by the executive as
          a result  of any  reimbursements  for the  280G  excise  taxes.  While
          circumstances  could exist under which  excise tax  gross-up  payments
          would be due to the  executives,  management does not believe that any
          payments  made  to  Messrs.  Lykins  and  Dukeman  as  a  result  of a
          termination  of  employment  in  connection  with a change in  control
          occurring on December 31, 2006 would  result in the  imposition  of an
          excise tax under the Internal Revenue Code.

In  exchange  for the  payments  and  benefits  provided  under  the  employment
agreements,  the  named  executive  officers  agree to be  bound  by a  one-year
restrictive  covenant,  which will be effective  throughout the geographic  area
within a 50 mile radius from the Company's  main office in Champaign,  Illinois,
and, in addition,  in the case of Ms. Greene,  within a 50 mile radius of any of
its subsidiary banks. The restrictive  covenant will prohibit the executive from
competing, in any way, with the Company for the one-year period.

Compensation Committee Interlocks and Insider Participation

The following  directors served on the Compensation  Committee in 2006:  Messrs.
Kenney (chair), Downey, Shapland and Sloan. The Company's Compensation Committee
establishes  compensation  and  benefits  for the Chief  Executive  Officer  and
reviews and recommends  compensation  and benefits for other executive  officers
and senior  management of the Company and of the  subsidiaries.  During 2006, no
executive officer served on the Board of Directors or compensation  committee of
any other  corporation  with  respect  to which any  member of the  Compensation
Committee  was engaged as an executive  officer.  No member of the  Compensation
Committee  was a company  employee in 2006 and none was  formerly  an  executive
officer.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Shareholder Matters

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The  following  table sets forth  certain  information  regarding  the Company's
common  stock  beneficially  owned on March 13, 2007 with respect to all persons
known to the Company to be the beneficial owner of more than five percent of the
common stock, each director and nominee,  other named executive officers and all
directors and executive officers of the Company as a group.

<TABLE>

Name of Individual and               Amount and Nature of       Percent
Number of Persons in Group          Beneficial Ownership(1)     of Class
--------------------------------------------------------------------------------
<S>                                          <C>                  <C>
David J. Downey                              275,453              2.7%
Van A. Dukeman(2)                            162,680              1.6%
Larry D. Haab(3)                              40,968              *
Frederic L. Kenney(4)                         75,380              *
Gregory B. Lykins(5)                       2,160,103              21.5%
August C. Meyer, Jr.                         105,566              1.0%
George T. Shapland                           383,848              3.8%
Thomas G. Sloan(6)                           114,584              1.1%
H. Gale Zacheis(7)                            50,024              *
Paul E. Donohue                                8,605              *
Donna R. Greene(8)                             7,443              *
David B. White                                23,689              *

All directors and executive                3,508,944              35.0%
officers as a group((9))
(17 persons)

                                       94
<PAGE>

<FN>

     (1)  The  information  contained  in this column is based upon  information
          furnished to the Company by the persons named above and the members of
          the designated  group.  The nature of beneficial  ownership for shares
          shown in this column is sole voting and  investment  power,  except as
          set  forth  in the  footnotes  below.  Pursuant  to the  rules  of the
          Securities  and Exchange  Commission,  shares  obtainable  through the
          exercise of options  which are  currently  exercisable,  or which will
          become  exercisable  within  60  days of the  date of the  information
          contained  in this table,  are  included as  beneficially  owned.  The
          number of shares obtainable through options and included in this table
          are as follows:  35,762  shares for  Messrs.  Downey,  Kenney,  Meyer,
          Shapland,  Sloan,  and Zacheis;  20,000  shares for Mr.  Haab;  36,898
          shares for Mr. Dukeman; 31,519 shares for Mr. Lykins; 8,605 shares for
          Mr.  Donohue;  4,605 shares for Ms. Greene;  and 21,062 shares for Mr.
          White.  Each director and officer has sole voting and investment power
          over  such  shares.  Inclusion  of  shares  shall  not  constitute  an
          admission of beneficial  ownership or voting or investment  power over
          such shares.

     (2)  Includes  2,866  shares owned by Mr.  Dukeman's  spouse over which Mr.
          Dukeman has shared voting and investment  power, and 2,902 shares held
          in the the Company profit sharing plan.

     (3)  Includes  2,707  shares  held in a trust for which Mr.  Haab serves as
          trustee over which Mr. Haab has shared voting and investment power.

     (4)  Includes  29,208  shares owned by Mr.  Kenney's  spouse over which Mr.
          Kenney has shared  voting and  investment  power;  6,304  shares owned
          jointly  with Mr.  Kenney's  spouse  over which Mr.  Kenney has shared
          voting and  investment  power;  and 2,097 shares held by Mr.  Kenney's
          minor  children  over  which Mr.  Kenney  has  shared  voting and sole
          investment power.

     (5)  Includes  4,209  shares  owned by Mr.  Lykins'  spouse  over which Mr.
          Lykins has shared voting and investment power and 2,555 shares held in
          the the Company profit sharing plan.  Also includes  1,818,691  shares
          held in certain trusts for the benefit of Mr. Meyer's descendents, for
          which  Mr.  Lykins  serves  as the  trustee  and has sole  voting  and
          investment power.

     (6)  Includes 800 shares owned by Mr.  Sloan's  spouse over which Mr. Sloan
          has shared voting and investment power.

     (7)  Includes  1,082  shares  owned by Dr.  Zacheis'  spouse over which Dr.
          Zacheis has shared voting and investment power.

     (8)  Includes 284 shares owned by Ms. Greene's spouse over which Ms. Greene
          has shared  voting and  investment  power;  559 shares held in the the
          Company  profit  sharing  plan;  1,244 shares  owned  jointly with Ms.
          Greene's spouse over which Ms. Greene has shared voting and investment
          power;  and 400 shares  owned  jointly with Ms.  Greene's  father over
          which Ms. Greene has shared voting and investment power.

     (9)  Includes  418,895  total  shares  obtainable  through the  exercise of
          options that are currently exercisable.

</FN>
</TABLE>
                                       95
<PAGE>

Securities Authorized for Issuance Under Equity Compensation Plans

The table below sets forth the following information as of December 31, 2006 for
all compensation plans 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>

-----------------------------------------------------------------------------------------------------------------------
Plan category                       Number of securities to be        Weighted-average exercise    Number of securities
                                    issued upon exercise of           price of outstanding         remaining available
                                    outstanding options               options                      for future issuance
-----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                             <C>                     <C>
Equity compensation plans                      845,381                         $24.76                  1,217,873
approved by security holders

Equity compensation plans not                        0                            ---                      0
approved by security holders

</TABLE>

Item  13.  Certain   Relationships  and  Related   Transactions,   and  Director
Independence

Certain Relationships and Related Transactions

Directors  and  officers  of the Company and its  respective  subsidiaries  were
customers of and had transactions with, the Company and its subsidiaries  during
2006.  Additional  transactions may be expected to take place in the future. All
outstanding loans,  commitments to loan,  transactions in repurchase  agreements
and  certificates  of deposit and  depository  relationships,  in the opinion of
management,  were made in the ordinary course of business,  on substantially the
same terms, including interest rates and collateral,  as those prevailing at the
time for  comparable  transactions  with other  persons and did not involve more
than the normal risk of collectibility  or present other  unfavorable  features.
All such loans are  approved by the  subsidiary  bank's  board of  directors  in
accordance  with  the  bank  regulatory  requirements.  Additionally,  it is the
practice  and policy of the Board of  Directors  that the full  Board  considers
other non-lending transactions between a director and the Company, including its
subsidiaries,  to  ensure  that such  transactions  do not  affect a  director's
independence.

In November 1999,  BankIllinois  Financial,  the predecessor of Main Street Bank
and Trust,  entered into a lease  agreement  with Midwest  Television,  Inc. for
office space located in the Company's main office  building  located at 100 West
University  Avenue,  Champaign.  The  Company  is now a party  to the  lease  as
successor  of  BankIllinois  Financial.  Mr.  Meyer,  a director of the Company,
serves  as  president  of  Midwest  Television,   Inc.,  and  is  a  controlling
shareholder of Midwest Television, Inc. Lease payments are approximately $86,000
annually. In addition,  the Company leases space from Mr. Meyer in a building in
Champaign that is used for the Company's campus branch banking operations,  with
lease payments totaling approximately $61,000 annually. Management believes that
the  terms  of  these  leases  are  no  less  favorable  to the  Company  or its
subsidiaries than would have been obtained from non-affiliated parties.

Director Independence

A majority of the Company's  directors are deemed to be "independent" as defined
by Nasdaq . Because of their positions as executive  officers,  Messrs.  Dukeman
and Lykins are not "independent" under the rules established by Nasdaq. With the
exception of Mr. Meyer,  the remaining  directors are deemed to be  independent.
The Board of  Directors  has  established  an Audit  Committee,  a  Compensation
Committee,  and a Nominating  Committee,  and each member of those committees is
"independent" under the rules established by Nasdaq.

                                       96
<PAGE>

Item 14. Principal Accountant Fees and Services

Accountant Fees

Audit Fees. The aggregate  amount of fees billed by McGladrey & Pullen,  LLP for
its audit of the Company's  annual  financial  statements for 2006 and 2005 were
$245,575 and $233,500.  The audit  services also include the review of financial
statements  included in our quarterly reports on Form 10-Q and Form 10-K as well
as attestation of internal controls over financial  reporting in accordance with
Section  404 of the  Sarbanes-Oxley  Act of 2002 and FDICIA.  Fees also  include
services  normally  performed  by an  independent  auditor  in  connection  with
statutory  and  regulatory  filings  such  as the  filing  of an S-4  and 8-K in
relation to the Citizen's  acquisition in 2005 and the Busey merger in 2006. The
fees included in the amounts listed above for these filings were $12,925 in 2006
and $1,750 in 2005.

Audit Related Fees.  The aggregate  amount of fees billed by McGladrey & Pullen,
LLP,  for  professional  services  rendered  in 2006 and 2005  were  $5,000  and
$21,450.  The  services  provided  in 2005 were  principally  for  consultations
concerning SEC filings.

Tax Fees. The aggregate amounts of tax-related services billed by RSM McGladrey,
Inc.,  an affiliate  of McGladrey & Pullen,  LLP, for 2006 and 2005 were $36,665
and $20,447, for professional  services rendered for tax compliance,  tax advice
and tax  planning.  The services  provided  also  included  assistance  with the
preparation  of the  Company's tax return and guidance with respect to estimated
tax payments.

All Other Fees. The aggregate  amount of fees billed by RSM McGladrey,  Inc. for
professional  services rendered in 2005 were $3,100.  There were no professional
services  rendered in 2006.  The services  provided in 2005 were in  conjunction
with assisting the Bank in the  development  and  presentation of a Bank Secrecy
Act risk assessment.

The Audit Committee,  after  consideration of the matter,  does not believe that
the rendering of these services by McGladrey & Pullen,  LLP and its affiliate to
be incompatible with maintaining its independence as our principal accountant.

Audit Committee Pre-Approval Policy

Among other things,  the Audit Committee is responsible for appointing,  setting
compensation for and overseeing the work of the independent  auditor.  The Audit
Committee  has  adopted  a policy  concerning  the  approval  of the  audit  and
permissible non-audit services to be provided by McGladrey & Pullen, LLP and RSM
McGladrey, Inc. On a case-by-case basis, audit or permissible non-audit services
proposed to be performed are considered by and, if deemed appropriate,  approved
by the Audit  Committee in advance of the  performance of such services.  All of
the fees earned by McGladrey & Pullen,  LLP and RSM  McGladrey,  Inc.  described
above were attributable to services pre-approved by the Audit Committee.

                                       97
<PAGE>

                                     PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)(1)    Index to Financial Statements

          See page 42.

(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.




                                       98
<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 December 23,
                                                2004 (SEC File No. 333-121579)

     3.2       Amendment  to  Articles  of      Exhibit  3.2 to the Form  S-4  filed
               Incorporation    of    Main      with the  Commission on December 23,
               Street Trust, Inc.               2004 (SEC File No. 333-121579)

     3.3       Bylaws                           Exhibit  3.3 to the Form  S-4  filed
                                                with the  Commission on December 23,
                                                2004 (SEC File No. 333-121579)

     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 10.5 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

    10.5       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)

    10.6       Employment Agreement by          Exhibit  10.5 to the Form 10-K filed
               and between the Company          with the  Commission  on  March  15,
               and Paul E. Donohue              2005 (SEC File No. 000-30031)

    10.7       Employment Agreement by          Exhibit  10.5 to the Form 10-K filed
               and between the Company          with the  Commission  on  March  15,
               and Donna R. Greene              2005 (SEC File No. 000-30031)

    10.8       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)
    10.9       Main Street Trust, Inc.          Exhibit 10.5 to the Form 10-K filed
               2000 Stock Incentive Plan        with the Commission on March 15,
               Director Stock Option            2005 (SEC File No. 000-30031)
               Agreement

    10.10      Main Street Trust, Inc.          Exhibit 10.5 to the Form 10-K filed
               2000 Stock Incentive Plan        with the Commission on March 15,
               Employee Stock Option            2005 (SEC File No. 000-30031)
               Agreement

    10.11      Credit Agreement dated as        Exhibit  10.1 to the Form 10-Q filed
               of March 31, 2005 between        with the  Commission on May 10, 2005
               JP Morgan Chase Bank, N.A.       (SEC File No. 000-30031)
               and Main Street Trust, Inc.

                                       99
<PAGE>

    10.12      Agreement and Plan of            Exhibit  2.1 to the Form  8-K  filed
               Merger between Main Street       with  the  Commission  on  September
               Trust, Inc. and First            21, 2006 (SEC File No. 000-30031)
               Busey Corporation dated
               September 20, 2006

    10.13      Letter agreement between         Exhibit  99.1 to the Form 8-K  filed
               Main Street Trust, Inc.          with  the  Commission  on  September
               and Gregory B. Lykins,           21, 2006 (SEC File No. 000-30031)
               dated September 20, 2006

    10.14      Letter agreement between         Exhibit  99.2 to the Form 8-K  filed
               Main Street Trust, Inc.          with  the  Commission  on  September
               and Van A. Dukeman, dated        21, 2006 (SEC File No. 000-30031)
               September 20, 2006

    10.15      Letter agreement between         Exhibit  99.3 to the Form 8-K  filed
               Main Street Trust, Inc.          with  the  Commission  on  September
               and David B. White, dated        21, 2006 (SEC File No. 000-30031)
               September 20, 2006

    21.1       Subsidiaries of the              Exhibit  21.1 to the Form 10-K filed
               Registrant                       with the  Commission  on  March  16,
                                                2006 (SEC File No. 000-30031)

    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>
                                       100
<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 16, 2007.


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 16, 2007.


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


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


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

                                      101