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, 2000

                        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 61824-4028
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (217) 351-6500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)
           Securities registered pursuant to Section 12(b) of the Act:

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

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

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

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

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


The index to  exhibits is located on page 58 of 58 total  sequentially  numbered
pages.
<PAGE>

As of March 16,  2001,  the  Registrant  had issued and  outstanding  10,456,306
shares of the  Registrant's  Common  Stock.  The  aggregate  market value of the
voting stock held by  non-affiliates  of the Registrant as of March 16, 2001 was
approximately $139.4 million.*

*       Based on the last reported  price  ($18.75) of an actual  transaction in
        Registrant's  Common Stock on March 16, 2001,  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

Part III of Form 10-K -  Portions  of Proxy  Statement  for  annual  meeting  of
shareholders to be held May 14, 2001.
<PAGE>

                             MAIN STREET TRUST, INC.

                             Form 10-K Annual Report

                                Table of Contents

                                     Part I

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

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

                                     Part II

Item 5.            Market for Registrant's Common Equity and
                     Related Stockholder Matters.............................
Item 6.            Selected Consolidated Financial Data......................
Item 7.            Management's Discussion and Analysis of
                     Financial Condition and Results of Operations...........
Item 7a.           Quantitative and Qualitative Disclosures about Market Risk
Item 8.            Financial Statements and Supplementary Data...............
Item 9.            Changes in and Disagreements on Accounting and Financial
                     Disclosure .............................................

                                    Part III

Item 10.           Directors and Executive Officers of the Registrant........
Item 11.           Executive Compensation....................................
Item 12.           Security Ownership of Certain Beneficial Owners and
                     Management..............................................
Item 13.           Certain Relationships and Related Transactions............

                                     Part IV

Item 14.           Exhibits, Financial Statement Schedules and Reports
                     on Form 8-K.............................................

<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 on
March  23,  2000,  the  Company  acquired  all  of  the  outstanding   stock  of
BankIllinois,  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.

On August  12,  1999,  BankIllinois  Financial  Corporation  and  First  Decatur
Bancshares, Inc. entered into an agreement and plan of merger which provided for
the  merger  of the two  companies  into the  Company.  The  merger,  which  was
accounted  for as a pooling  of  interests,  was  completed  on March 23,  2000.
Accordingly,  prior period consolidated  financial statements have been restated
as though the prior entities had been consolidated for all periods presented.

B. Business of the Company and Subsidiaries

General

The Company  conducts the business of banking and offers trust services  through
BankIllinois, First National Bank of Decatur and First Trust Bank of Shelbyville
(the "Banks"), and retail payment processing through FirsTech,  Inc., its wholly
owned subsidiaries.  As of December 31, 2000, the Company had consolidated total
assets of $1.091  billion,  stockholders'  equity  of $125.4  million  and trust
assets under administration of approximately  $1.148 billion.  Substantially all
of the income of the Company is currently  derived from dividends  received from
the Banks.  The amount of these dividends is directly related to the earnings of
the Banks and is subject to various regulatory restrictions. See "Regulation and
Supervision."

Banking Segment

The Banks conduct 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 and
time 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 the PrimeVest  Investment  Center at BankIllinois  and through
Raymond  James at  First  National  Bank of  Decatur  and  First  Trust  Bank of
Shelbyville,  which services  include a broad  spectrum of investment  products,
including  stocks,  bonds,  mutual  funds  and tax  advantaged  investments.  In
addition,  the trust & investments division offers a wide range of services such
as investment management,  acting as trustee,  serving as guardian,  executor or
agent and miscellaneous consulting.

Commercial   lending  at  the  Banks  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 Banks' loan  portfolios.
The  Banks'  retail  banking  divisions  make  loans to  consumers  for  various
purposes, including home equity and automobile loans. The consumer mortgage loan
departments, which are part of the retail banking divisions,  specialize in real
estate loans to  individuals.  The Banks also purchase  installment  obligations
from retailers, primarily without recourse.

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

Lending Activities

General.  The  Company's  primary  source of revenue is  interest  revenue  from
lending  activities.  See  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS--Results  of  Operations--Net   Interest
Income."

Loan Portfolio  Composition.  The Company's loan portfolio totaled approximately
$668.7  million at December 31, 2000,  representing  61% of total assets at that
date. At that date, the loan portfolio included  approximately $219.5 million of
commercial,  financial and  agricultural  loans,  $319.4  million of real estate
loans and $129.8 million of installment  and consumer loans.  See  "MANAGEMENT'S
DISCUSSION    AND   ANALYSIS   OF   FINANCIAL    CONDITION    AND   RESULTS   OF
OPERATIONS--Results of Operations--Financial Condition--Loans."
<PAGE>

For a discussion  of risks with respect to the loan  portfolio,  strategies  for
addressing and managing such risks,  non-performing loans and allowance for loan
losses,  see  "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS--Results of Operations--Allowance for Loan Losses and Loan
Quality" and "--Financial Condition--Loans."

Interest  Rates and Fees.  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  System (the  "Federal  Reserve"),
legislative tax policies and governmental  budgetary matters.  See "MANAGEMENT'S
DISCUSSION    AND   ANALYSIS   OF   FINANCIAL    CONDITION    AND   RESULTS   OF
OPERATIONS--Results of Operations--Net Interest Income."

Investment Securities

The  carrying   value  of  investment   securities  at  December  31,  2000  was
approximately  $303.2 million,  representing  28% of the Company's total assets.
See "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Financial Condition--Investment Securities."

Interest Rate Sensitivity

For a discussion  of the Banks'  approach to managing  its mix of interest  rate
sensitive assets and liabilities,  see "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL  CONDITION AND RESULTS OF OPERATIONS -- Financial  Condition--Interest
Rate Sensitivity."

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;
processing  of payments  delivered  by  customers  to pay agents such as grocery
stores, convenience stores and currency exchanges; and concentration of payments
delivered by the Automated  Clearing House network,  money  management  software
such as Quicken and through  networks such as Visa e-Pay and Mastercard RPS. For
the years ended December 31, 2000, 1999 and 1998,  FirsTech,  Inc. accounted for
$7,571,000 (8%),  $8,824,000  (10%), and $5,880,000 (7%),  respectively,  of the
consolidated  total revenues of the Company and accounted for  $1,722,000  (9%),
$1,256,000 (7%), and $562,000 (3%),  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.

FirsTech,  Inc. provides retail lockbox processing for  organizations.  In 2000,
remittance processing for these companies accounted for approximately 52% of the
total revenue of FirsTech, Inc.

FirsTech,  Inc. 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 2000,  the  remittance  collection  business  for these  companies
accounted for approximately 41% of the total revenue of FirsTech, Inc.

FirsTech, Inc. 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,  Inc. 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.  The Company
competes  for real  estate  and  other  loans  principally  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.
<PAGE>

The Company faces  substantial  competition  in  attracting  deposits from other
commercial banks,  savings  institutions,  money market and mutual funds, credit
unions 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 and savings institutions  located in the same communities.  The
Company competes for these deposits by offering a variety of deposit accounts at
competitive  rates,  convenient  business hours and convenient  branch locations
with interbranch deposit and withdrawal privileges at each.

Under the  Gramm-Leach-Bliley  Act of 2000, effective March 11, 2000, securities
firms and insurance  companies that elect to become financial  holding companies
may acquire banks and other financial  institutions.  The Gramm-Leach-Bliley Act
may  significantly  change the competitive  environment in which the Company and
the Banks 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. Regulation and Supervision

General

Financial  institutions  and their holding  companies are extensively  regulated
under federal and state law. As a result, the growth and earnings performance of
the  Company  can be  affected  not only by  management  decisions  and  general
economic  conditions,  but also by the  requirements  of  applicable  state  and
federal  statutes  and  regulations  and the  policies  of various  governmental
regulatory  authorities,  including the Illinois  Commissioner of Banks and Real
Estate (the "Commissioner"),  the Office of the Comptroller of the Currency (the
"OCC"),  the Board of  Governors  of the Federal  Reserve  System (the  "Federal
Reserve"),  the Federal Deposit Insurance Corporation (the "FDIC"), the Internal
Revenue  Service and state taxing  authorities  and the  Securities and Exchange
Commission  (the "SEC").  The effect of  applicable  statutes,  regulations  and
regulatory  policies can be  significant,  and cannot be  predicted  with a high
degree of certainty.

Federal  and  state  laws and  regulations  generally  applicable  to  financial
institutions,  such as the Company and its subsidiaries,  regulate,  among other
things, the scope of business,  investments,  reserves against deposits, capital
levels  relative to  operations,  the nature and amount of collateral for loans,
the establishment of branches, mergers, consolidations and dividends. The system
of  supervision  and regulation  applicable to the Company and its  subsidiaries
establishes a  comprehensive  framework for their  respective  operations and is
intended  primarily for the protection of the FDIC's deposit insurance funds and
the depositors, rather than the shareholders, of financial institutions.

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 to the Company and
its  subsidiaries,  nor does it restate all of the requirements of the statutes,
regulations and regulatory  policies that are described.  As such, the following
is  qualified  in  its  entirety  by  reference  to  the  applicable   statutes,
regulations and regulatory  policies.  Any change in applicable law, regulations
or regulatory policies may have a material effect on the business of the Company
and its subsidiaries.
<PAGE>

The Company

General.  The Company,  as the sole  shareholder of the Banks, 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, as amended (the "BHCA").  In accordance with Federal  Reserve  policy,  the
Company is expected to act as a source of financial strength to the Banks and to
commit resources to support the Banks 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.  The  Company  is  also  subject  to  regulation  by  the
Commissioner under the Illinois Bank Holding Company Act, as amended.

Investments and  Activities.  Under the BHCA, a bank holding company must obtain
Federal  Reserve  approval  before:  (i)  acquiring,   directly  or  indirectly,
ownership  or  control  of any voting  shares of  another  bank or bank  holding
company if, after the  acquisition,  it would own or control more than 5% of the
shares of the other bank or bank  holding  company  (unless  it already  owns or
controls the majority of such shares);  (ii) acquiring all or substantially  all
of the assets of another bank; or (iii)  merging or  consolidating  with another
bank holding company.  Subject to certain conditions  (including certain 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
without regard to whether the  acquisition is prohibited by the law of the state
in which the target  bank is  located.  In  approving  interstate  acquisitions,
however,  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  which  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 also generally  prohibits the Company from acquiring direct or indirect
ownership or control of more than 5% of the voting  shares of any company  which
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  that  have not  received
approval  to operate as  financial  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."
Under current  regulations of the Federal  Reserve,  this authority would permit
the Company to engage in a variety of banking-related businesses,  including the
operation  of a thrift,  sales and  consumer  finance,  equipment  leasing,  the
operation of a computer service bureau  (including  software  development),  and
mortgage  banking and brokerage.  Eligible bank holding  companies that 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  activities  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 BHCA generally does not place territorial restrictions on
the domestic  activities of non-bank  subsidiaries of bank or financial  holding
companies.  As of the date of this  filing,  the Company has not applied for nor
received approval to operate as a financial holding company.

Federal law also prohibits any person or company from  acquiring  "control" of a
bank or bank holding  company  without prior notice to the  appropriate  federal
bank regulator.  "Control" is defined in certain cases as the acquisition of 10%
or more of the outstanding shares of a bank or bank holding company.

Capital  Requirements.  Bank holding  companies are required to maintain minimum
levels  of  capital  in  accordance  with  Federal   Reserve  capital   adequacy
guidelines.  If capital falls below  minimum  guideline  levels,  a bank holding
company,  among other  things,  may be denied  approval to acquire or  establish
additional banks or non-bank businesses.
<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 risk-weighted assets; 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%, at least  one-half of which must be Tier 1 capital.  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  mortgage  servicing  rights and purchased  credit card  relationships).
Total capital  consists  primarily of Tier 1 capital plus certain other debt and
equity  instruments  which 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,  2000,  the Company had  regulatory  capital in excess of the
Federal Reserve's minimum requirements, with a risk-based capital ratio of 18.6%
and a leverage ratio of 11.6%.

Dividends.  The Illinois  Business  Corporation  Act, as amended,  prohibits 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,  the Federal
Reserve  has  issued a policy  statement  with  regard  to the  payment  of cash
dividends by bank holding  companies.  The policy statement provides that a bank
holding  company  should not pay cash  dividends  which exceed its net income or
which  can  only be  funded  in ways  that  weaken  the bank  holding  company's
financial  health,  such as by  borrowing.  The Federal  Reserve also  possesses
enforcement  powers over bank holding companies and their non-bank  subsidiaries
to prevent or remedy  actions  that  represent  unsafe or unsound  practices  or
violations of  applicable  statutes and  regulations.  Among these powers is the
ability  to  proscribe  the  payment  of  dividends  by banks  and bank  holding
companies.

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

The Banks

General.  BankIllinois and First Trust Bank of Shelbyville  ("Shelbyville")  are
Illinois-chartered  banks,  the  deposit  accounts  of which are  insured by the
FDIC's Bank Insurance Fund ("BIF").  As BIF-insured,  Illinois-chartered  banks,
BankIllinois  and  Shelbyville  are  subject  to the  examination,  supervision,
reporting and enforcement  requirements of the  Commissioner,  as the chartering
authority for Illinois banks,  and the FDIC, as  administrator  of the BIF. Both
banks are also members of the Federal Home Loan Bank  System,  which  provides a
central credit facility primarily for member institutions.

First National Bank of Decatur ("Decatur") is a national bank,  chartered by the
OCC under the National Bank Act. The deposit  accounts of Decatur are insured by
the FDIC's Bank Insurance  Fund, and Decatur is a member of the Federal  Reserve
System. As a BIF-insured  national bank,  Decatur is subject to the examination,
supervision,   reporting  and  enforcement  requirements  of  the  OCC,  as  the
chartering  authority for national banks,  and the FDIC, as administrator of the
BIF. Decatur is also a member of the Federal Home Loan Bank System.

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

During the year ended  December  31,  2000,  BIF  assessments  ranged from 0% of
deposits to 0.27% of deposits.  For the semi-annual  assessment period beginning
January 1, 2001, BIF assessment rates will continue to range from 0% of deposits
to 0.27% of deposits.

The  FDIC  may  terminate  the  deposit  insurance  of  any  insured  depository
institution if the FDIC  determines,  after a hearing,  that the institution (i)
has engaged or is engaging in unsafe or unsound practices;  (ii) is in an unsafe
or  unsound  condition  to  continue  operations;  or  (iii)  has  violated  any
applicable law,  regulation,  order, or any condition  imposed in writing by, or
written  agreement with, the FDIC. The FDIC may also suspend  deposit  insurance
temporarily during the hearing process for a permanent  termination of insurance
if the  institution  has no tangible  capital.  Management of the Company is not
aware of any  activity or  condition  that could  result in  termination  of the
deposit insurance of the Banks.

FICO  Assessments.  Since 1987, a portion of the deposit  insurance  assessments
paid by members of the FDIC's  Savings  Association  Insurance Fund ("SAIF") has
been used to cover interest  payments due on the outstanding  obligations of the
Financing  Corporation  ("FICO").  FICO  was  created  in  1987 to  finance  the
recapitalization  of the Federal  Savings and Loan  Insurance  Corporation,  the
SAIF's predecessor insurance fund. As a result of federal legislation enacted in
1996,  beginning as of January 1, 1997, both SAIF members and BIF members became
subject to  assessments  to cover the  interest  payments  on  outstanding  FICO
obligations.  These FICO  assessments are in addition to amounts assessed by the
FDIC for deposit  insurance.  Between January 1, 2000, and the final maturity of
the  outstanding  FICO  obligations  in 2019,  BIF members and SAIF members will
share the cost of the interest on the FICO bonds on a pro rata basis. During the
year ended December 31, 2000, the FICO  assessment rate for BIF and SAIF members
was approximately 0.02% of deposits.

Supervisory  Assessments.  All Illinois banks and national banks are required to
pay  supervisory   assessments  to  the  Illinois   Commissioner  and  the  OCC,
respectively, to fund the operations of such agencies. In general, the amount of
such  supervisory  assessments  is based upon each  institution's  total assets.
During the year ended December 31, 2000, the Banks paid supervisory  assessments
totaling $208,000.

Capital  Requirements.  The  FDIC  and the OCC have  established  the  following
minimum  capital  standards for  state-chartered  insured  non-member  banks and
national banks,  such as the Banks: (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%, at least  one-half  of which  must be Tier 1
capital.  For  purposes  of these  capital  standards,  Tier 1 capital and total
capital consist of substantially the same components as Tier 1 capital and total
capital  under  the  Federal  Reserve's  capital  guidelines  for  bank  holding
companies (see "--The Company--Capital Requirements").

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,  the regulations of the
FDIC  and the OCC  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.

During the year ended December 31, 2000,  none of the Banks were required by the
FDIC or the OCC to  increase  its  capital to an amount in excess of the minimum
regulatory  requirement.  As of December  31, 2000,  each of the Banks  exceeded
their minimum regulatory capital requirements, as follows:

                                             Total Risk-Based         Leverage
                                               Capital Ratio       Capital Ratio
                                             -----------------------------------

BankIllinois .............................           16.1%              10.7%
Decatur ..................................           16.0%               9.5%
Shelbyville ..............................           29.2%              16.3%
<PAGE>

Federal law 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  "well  capitalized,"   "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, 2000, each of the Banks were well  capitalized,
as defined by applicable regulations.

Additionally,  institutions  insured  by the  FDIC  may be  liable  for any loss
incurred by, or  reasonably  expected to be incurred by, the FDIC in  connection
with the default of commonly controlled FDIC insured depository  institutions or
any  assistance  provided  by the  FDIC  to  commonly  controlled  FDIC  insured
depository institutions in danger of default. Because the Company owns more than
25% of the  outstanding  stock of each of the Banks,  the Banks are deemed to be
commonly controlled.

Dividends.  Under the Illinois Banking Act, BankIllinois and Shelbyville may not
pay,  without  prior  regulatory  approval,  dividends  in  excess  of their net
profits.

The National Bank Act imposes limitations on the amount of dividends that may be
paid by a national  bank,  such as Decatur.  Generally,  a national bank may pay
dividends out of its undivided profits, in such amounts and at such times as the
bank's board of directors deems prudent. Without prior OCC approval,  however, a
national  bank  may  not  pay  dividends  in any  calendar  year  which,  in the
aggregate,  exceed the bank's  year-to-date  net income plus the bank's retained
net income for the two preceding years.

The payment of dividends by any financial  institution or its holding company is
affected by the requirement to maintain  adequate capital pursuant to applicable
capital  adequacy  guidelines  and  regulations,  and  a  financial  institution
generally is prohibited from paying any dividends if, following payment thereof,
the institution would be undercapitalized. As described above, each of the Banks
exceeded its minimum  capital  requirements  under  applicable  guidelines as of
December  31,  2000.  As of December 31,  2000,  approximately  $54,577,000  was
available to be paid as  dividends to the Company by the Banks.  Notwithstanding
the  availability of funds for dividends,  however,  the banking  regulators may
prohibit the payment of any  dividends by the Banks if such payment is deemed to
constitute an unsafe or unsound practice.

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

Safety and  Soundness  Standards.  The federal  banking  agencies  have  adopted
guidelines which 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.
<PAGE>

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

Branching Authority.  Illinois banks, such as BankIllinois and Shelbyville, have
the authority under Illinois law to establish  branches anywhere in the State of
Illinois,  subject to receipt of all  required  regulatory  approvals.  National
banks headquartered in Illinois, such as Decatur, have the same branching rights
in Illinois as banks chartered under state law.

Under the Riegle-Neal  Interstate  Banking and Branching  Efficiency Act of 1994
(the "Riegle-Neal  Act"), both state and national banks are allowed to establish
interstate  branch  networks  through  acquisitions  of other banks,  subject to
certain  conditions,  including  certain  limitations on the aggregate amount of
deposits  that  may be  held  by  the  surviving  bank  and  all of its  insured
depository institution affiliates.  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 allowed by the
Riegle-Neal  Act only if  specifically  authorized by state law. The legislation
allowed  individual states to "opt-out" of certain provisions of the Riegle-Neal
Act by enacting appropriate  legislation prior to June 1, 1997. Illinois permits
interstate  mergers,  subject to certain  conditions,  including  a  prohibition
against interstate mergers involving an Illinois bank that has been in existence
and continuous operation for fewer than five years.

State Bank  Activities.  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 or its subsidiary,  respectively,  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 BankIllinois
or Shelbyville.

Financial Subsidiaries. Eligible state and national banks are also authorized to
engage,  through  "financial  subsidiaries,"  in  certain  activities  that  are
permissible  for financial  holding  companies (as described  above) and certain
activities that the Secretary of the Treasury,  in consultation with the Federal
Reserve,  determines is financial in nature or incidental to any such  financial
activity.  As of the date of this  filing,  the Banks have not  applied  for nor
received approval to establish any financial subsidiaries.

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 $42.8 million or
less,  the reserve  requirement  is 3% of total  transaction  accounts;  and for
transaction  accounts  aggregating  in  excess  of $42.8  million,  the  reserve
requirement  is  $1.284  million  plus  10% of the  aggregate  amount  of  total
transaction  accounts  in excess of $42.8  million.  The first  $5.5  million of
otherwise reservable balances are exempted from the reserve requirements.  These
reserve  requirements  are subject to annual  adjustment by the Federal Reserve.
The Banks are in compliance with the foregoing requirements.

F. Employees

The Company had a total of 447 employees at December 31, 2000, consisting of 350
full-time  employees  and 97  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
customer service capabilities.  None of the Company's employees are covered by a
collective  bargaining  agreement  with the  Company  or its  subsidiaries.  The
Company  offers a variety of employee  benefits,  and  management  considers its
employee relations to be excellent.
<PAGE>

Item 2.  Properties

The Company and its subsidiaries  conduct business in seventeen  locations.  The
Company and BankIllinois'  headquarters are located at 100 W. University Ave. in
Champaign,  Illinois.  The  Company  and/or  its  subsidiaries  own the land and
buildings  for  eleven  locations  and lease six  locations,  three of which are
located in supermarkets.

All of the Banks own their main banking  facilities.  The Company  believes that
its facilities are adequate to serve its present needs.

Item 3.  Legal Proceedings

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

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

There  were no items  submitted  to a vote of  security  holders  in the  fourth
quarter of 2000.

                                     PART II

Item 5.  Market For Registrant's Common Equity And Related Stockholder Matters

The Company's Common Stock was held by approximately  750 shareholders of record
as of March 16, 2001, and is traded in the over-the-counter market.

The following table shows,  for the periods  indicated,  the range of 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, and have not been adjusted to reflect the 5% stock dividend paid
by the Company in 2000.

         Quarter ending:                             Price/Share
         ------------------                          -------------

         March 31, 2000                              $20.95-$20.95
         June 30, 2000                               $19.04-$20.95
         September 30, 2000                          $16.87-$19.28
         December 31, 2000                           $16.50-$17.62

The  Company  paid a 5% stock  dividend in the third  quarter of 2000.  In 2000,
BankIllinois  Financial  Corporation  paid a cash dividend of $0.08 per share in
January,  and the Company paid a cash dividend of $0.10 per share in April, July
and October. During the fourth quarter of 2000, the Company declared a $0.10 per
share cash dividend, which was paid on January 8, 2001.
<PAGE>

The ability of the  Company to pay  dividends  in the future  will be  primarily
dependent  upon its receipt of  dividends  from the Bank.  In  determining  cash
dividends, the Board of Directors considers the earnings,  capital requirements,
debt and dividend  servicing  requirements,  financial  ratio  guidelines it has
established,  the financial condition of the Company and other relevant factors.
The Bank's ability to pay dividends to the Company and the Company's  ability to
pay  dividends  to its  stockholders  are also  subject  to  certain  regulatory
restrictions.

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,  2000.  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. All references to numbers of shares and per share amounts have
been retroactively restated to reflect the 5% stock dividend in 2000.
<TABLE>
                                                                            Year Ended December 31,
                                                      -------------------------------------------------------------------
                                                          2000         1999          1998          1997          1996
                                                                (dollars in thousands, except per share data)
                                                      -------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>           <C>           <C>
Interest income ...................................   $   74,271    $   67,070    $   65,710    $   63,705    $   60,566
Interest expense ..................................       36,599        31,713        31,862        31,127        29,444
                                                      -------------------------------------------------------------------
Net interest income ...............................       37,672        35,357        33,848        32,578        31,122
Provision for loan losses .........................          804           573           809           897           685
                                                      -------------------------------------------------------------------
Net interest income after provision for loan losses       36,868        34,784        33,039        31,681        30,437
Noninterest income ................................       16,236        17,858        14,554        12,799        13,962
Noninterest expense ...............................       34,689        35,789        30,591        29,011        30,942
Income tax expense ................................        6,426         5,165         5,318         4,977         4,436
                                                      -------------------------------------------------------------------
     Net income ...................................   $   11,989    $   11,688    $   11,684    $   10,492    $    9,021
                                                      -------------------------------------------------------------------
Basic earnings per share ..........................   $     1.14    $     1.10    $     1.07    $     0.96    $     0.82
                                                      -------------------------------------------------------------------
Diluted earnings per share ........................   $     1.11    $     1.08    $     1.05    $     0.95    $     0.81
Return on average total assets ....................         1.15%         1.16%         1.23%         1.17%         1.03%

Return on average stockholders' equity ............        10.03%        10.10%        10.29%        10.04%         9.33%
Cash dividends declared per common share1 .........   $     0.42    $     0.30    $     0.29    $     0.16    $     0.12
                                                      -------------------------------------------------------------------
Total assets ......................................   $1,091,081    $1,035,746    $  959,714    $  931,539    $  909,531
Investment in debt and equity securities ..........      303,187       300,040       354,346       293,711       285,798
Loans held for investment, net ....................      659,849       601,594       502,118       506,251       476,795
Deposits ..........................................      839,932       795,075       765,666       729,853       724,292
Borrowings ........................................      110,636       111,198        88,145        72,410        74,743
Total stockholders' equity ........................      125,402       116,081       112,586       103,059       100,590

Total stockholders' equity to total assets ........        11.49%        11.21%        11.73%        11.06%        11.06%
Average stockholders' equity to average assets ....        11.45%        11.46%        11.95%        11.64%        11.08%
                                                      ===================================================================
<FN>
1    Prior to the merger of BankIllinois Financial Corporation and First Decatur
     BancShares,  both Companies paid cash dividends each year,  except for 1996
     when BankIllinois Financial Corporation did not pay dividends.
</FN>
</TABLE>

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

The following  discussion  and analysis is designed to provide the reader with a
comprehensive  review of the  consolidated  results of operations for 2000, 1999
and 1998 for the Company,  including  all  subsidiaries,  and an analysis of the
Company's financial condition at December 31, 2000 compared to December 31, 1999
and at December  31, 1999  compared to December 31, 1998.  This  discussion  and
analysis  should  be  read  in  conjunction  with  the  consolidated   financial
statements and related notes, which begin at page 28 of this report.

Overview

The years ended  December  31, 2000 and 1999 were years of  transition  for Main
Street Trust,  Inc.  involving  fundamental  reorganization  of the consolidated
organization.
<PAGE>

Costs  incurred in 2000  associated  with the merger and  related  non-recurring
restructuring  were approximately  $3,528,000,  net of tax. Merger related costs
included  $2,544,000 of professional  fees,  $1,036,000 of early  retirement and
termination of employment contracts, and $587,000 of expense related to computer
equipment write-down, offset by $639,000 of tax benefit. The resulting effect of
these costs on both basic and diluted  earnings per share has been a decrease of
approximately  $0.33 for the year ended  December 31, 2000.  Nonrecurring  costs
incurred in 1999 included a $2,500,000  reconciliation  liability expense and an
$815,000  pension plan  termination  expense as well as other  employee  related
matters, net of tax of $1,127,000.  The resulting effect of these costs on basic
and diluted earnings per share for 1999, was a decrease of  approximately  $0.21
and $0.20 respectively.

Segment Operations

FirsTech,  Inc.  operates  as a  separate  segment  of the  Company.  Results of
FirsTech,   Inc.'s  operations  are  included  in  the  Noninterest  Income  and
Noninterest Expense sections of Item 7, Management's  Discussion and Analysis of
Financial Condition and Results of Operations.

Results of Operations

The Company had record  earnings of  $11,989,000 in 2000 compared to $11,688,000
in 1999 and  $11,684,000  in 1998.  The Company had return on average  assets of
1.15%, 1.16% and 1.23% in 2000, 1999 and 1998, respectively.  The lower rates of
return in 2000 and 1999 were affected by  non-recurring  events discussed above.
Basic  earnings  per share was  $1.14,  $1.10 and $1.07 in 2000,  1999 and 1998,
respectively.  Diluted  earnings  per share was $1.11,  $1.08 and $1.05 in 2000,
1999 and 1998, respectively. Management believes that a strong balance sheet and
excellent  profitability  are critical to success,  particularly when a business
cycle downturn appears likely.

Net Interest Income

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 34%. The  adjustment to net
interest  income  for the tax  effect  of  tax-exempt  assets  is  shown  in the
following  schedule.  Net tax equivalent  (TE) interest income of $38,770,000 in
2000 reflected an increase from the $36,417,000  recorded in 1999,  which was an
increase from the $34,692,000 recorded in 1998.

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

                                                2000         1999         1998
                                               ---------------------------------

Total interest income ...................      $74,271      $67,070      $65,710
Total interest expense ..................       36,599       31,713       31,862
                                               ---------------------------------
     Net interest income ................       37,672       35,357       33,848
Tax equivalent adjustment:
     Tax-exempt investments .............        1,046        1,004          781
     Tax-exempt loans ...................           52           56           63
                                               ---------------------------------
          Total adjustment ..............        1,098        1,060          844
                                               ---------------------------------
Net interest income (TE) ................      $38,770      $36,417      $34,692
                                               =================================
<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.

              Consolidated Average Balance Sheet and Interest Rates
                             (dollars in thousands)
<TABLE>
                                                   2000                         1999                      1998
                                     ----------------------------  -------------------------   ---------------------------
                                       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)..................   $  259,980  $   15,533  5.97% $  289,879  $16,855  5.81%  $284,520   $17,032   5.99%
Tax-exempt investment
  securities (1) (TE) ............       44,630       3,077  6.89%     42,564    2,952  6.94%    32,135     2,298   7.15%
Federal funds sold and interest
  bearing deposits2 ..............       22,688       1,553  6.85%     23,994    1,226  5.11%    35,962     2,097   5.83%
Loans (3), (4) (TE) ..............      623,652      55,206  8.85%    549,098   47,097  8.58%   509,349    45,127   8.86%
                                     -----------------------------------------------------------------------------------
     Total interest earning assets
     and interest income (TE) ....   $  950,950  $  75,369   7.93% $  905,535  $68,130  7.52%  $861,966   $66,554   7.72%
Cash and due from banks ..........   $   48,809                    $   62,236                  $ 49,180
Premises and equipment ...........       21,641                        21,318                    18,858
Other assets .....................       22,034                        21,423                    20,309
                                     ----------                    ----------                  --------
     Total assets ................   $1,043,434                    $1,010,512                  $950,313
                                     ==========                    ==========                  ========
Liabilities and Stockholders' Equity
Interest bearing demand
     deposits ....................   $  224,233  $   8,938   3.99% $  241,986    8,109  3.35%  $254,961   $ 8,014   3.14%
Savings ..........................       93,118      2,195   2.36%     82,197    1,724  2.10%    40,858     1,281   3.14%
Time deposits ....................      344,305     19,531   5.67%    324,059   17,084  5.27%   328,366    18,366   5.59%
Federal funds purchased,
  repurchase agreements and notes
  payable ........................       75,376      3,764   4.99%     74,663    3,110  4.17%    63,917     2,822   4.42%
FHLB advances and other borrowings       36,718      2,171   5.91%     29,376    1,686  5.74%    23,287     1,379   5.92%
                                     ------------------------------------------------------------------------------------
     Total interest bearing
     liabilities and interest
     expense .....................   $  773,750  $  36,599   4.73% $  752,281  $31,713  4.22%  $711,389   $31,862   4.48%
                                     ------------------------------------------------------------------------------------
Noninterest bearing demand
  deposits (5) ...................   $   88,059                    $   97,856                  $113,524
Noninterest bearing savings
  deposits (5) ...................       47,906                        33,896                        --
Other liabilities ................       14,210                        10,714                    11,822
                                     ----------                    ----------                  --------
     Total liabilities ...........   $  923,925                    $  894,747                  $836,735
Stockholders' equity .............      119,509                       115,765                   113,578
                                     ----------                    ----------                  --------
     Total liabilities and
     stockholders' equity ........   $1,043,434                    $1,010,512                  $950,313
                                     ==========                    ==========                  ========
Interest spread (average
  rate earned minus
  average rate paid) (TE) ........                           3.20%                      3.30%                       3.24%
                                                             =====                      =====                       =====

Net interest income (TE) .........                $   38,770                   $36,417                    $34,692
                                                  ==========                   =======                    =======
Net yield on interest
  earning assets (TE) ............                           4.08%                      4.02%            4.02%
                                                             =====                      =====            =====
<FN>
1    Investments in debt securities are included at carrying value.
2    Federal  funds sold and interest  earning  deposits  include  approximately
     $154,000,  $138,000 and $90,000 in 2000,  1999 and 1998,  respectively,  of
     interest income from third party processing of cashier checks.
3    Loans are net of allowance for loan losses and include  mortgage loans held
     for sale. Nonaccrual loans are included in the total.
4    Loan fees of approximately  $1,061,000 and $1,212,000,  $1,170,000 in 2000,
     1999 and 1998, respectively, are included in total loan income.
5    Due to  current  regulatory  issues the  Company  is allowed to  reclassify
     certain  demand  deposits  to  savings  deposits.  Accounts  identified  as
     transactional remained in the demand categories,  while accounts identified
     as  non-transactional  were reclassified into the savings  categories.  The
     classification  was based upon whether the account  balance was fluctuating
     or  whether  it  exhibited  stable  balance  portions,  which  were  called
     non-transactional.  Banks are  required  to hold  balances  at the  Federal
     Reserve Bank based upon  transactional  account  balances.  By  identifying
     these  accounts  as  non-transactional,  the Company was able to reduce the
     balances  required to be held at the Federal Reserve Bank in a non-interest
     bearing reserve account.
</FN>
</TABLE>
<PAGE>

The following table presents,  on a fully taxable  equivalent basis, an analysis
of changes in net interest  income  resulting from changes in average volumes of
earning  assets and interest  bearing  liabilities  and average rates earned and
paid. The change in interest due to the combined  rate/volume  variance has been
allocated  to rate and  volume  changes in  proportion  to the  absolute  dollar
amounts of change in each.

                       Analysis of Volume and Rate Changes
                                 (in thousands)
<TABLE>
                                                        2000                            1999
                                          -----------------------------    ------------------------------
                                           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 .....   ($1,322)   ($1,777)   $   455    ($  177)   $   317    ($  494)
     Tax-exempt investment securities ..       125        142        (17)       654        726        (72)
     Federal funds sold and interest
       bearing deposits ................       327        (71)       398       (871)      (634)      (237)
     Loans .............................     8,109      6,560      1,549      1,970      3,442     (1,472)
                                           ---------------------------------------------------------------
          Total interest income ........   $ 7,239    $ 4,854    $ 2,385    $ 1,576    $ 3,851    ($2,275)
                                           ---------------------------------------------------------------

Interest Expense
     Interest bearing demand
       and savings deposits ............   $ 1,300    ($  212)   $ 1,512    $   538    $   868    ($  330)
     Time deposits .....................     2,447      1,105      1,342     (1,282)      (238)   ($1,044)
     Federal funds purchased, repurchase
       agreements and notes payable ....       654         30        624        288        455       (167)
     Federal Home Loan Bank advances
       and other borrowings ............       485        433         52        307        350        (43)
                                           ---------------------------------------------------------------
          Total interest expense .......   $ 4,886    $ 1,356    $ 3,530    ($  149)   $ 1,435    ($1,584)
                                           ---------------------------------------------------------------
Net Interest Income (TE) ...............   $ 2,353    $ 3,498    ($1,145)   $ 1,725    $ 2,416    ($  691)
                                           ===============================================================
</TABLE>

Total average earning assets increased from $905,535,000 in 1999 to $950,950,000
in 2000,  generating  higher  levels of interest  income in 2000,  and  interest
expense increased due to a trend towards higher rates during 2000. Average loans
increased  $74,554,000,  resulting  in an  increase  of  $8,109,000  in interest
income,  of which $6,560,000 was due to an increase in volume and $1,549,000 was
attributable to higher rates. Average tax-exempt investment securities increased
$2,066,000,  resulting in an increase of $125,000 in interest  income,  of which
$142,000  was due to an  increase in volume,  offset  slightly by $17,000 due to
lower rates.  These  increases in average  balances  were  somewhat  offset by a
decrease in average taxable investment securities of $29,899,000, resulting in a
decrease of $1,322,000 in interest income in this category,  of which $1,777,000
was due to lower  volume,  somewhat  offset by  $455,000  due to an  increase in
rates.  Also, average federal funds sold and interest bearing deposits decreased
$1,306,000  in  2000.  However,  interest  income  in  this  category  increased
$327,000.  Of this  increase,  $398,000 was due to an increase in rates,  offset
somewhat by $71,000 due to lower volume.

Total average earning assets increased from $861,966,000 in 1998 to $905,535,000
in 1999,  generating  higher levels of interest  income in 1999,  while interest
expense decreased despite higher average interest bearing  liabilities.  Average
loans increased $39,749,000,  resulting in an increase of $1,970,000 in interest
income,  of which  $3,442,000 was  attributable  to an increase in the volume of
loans,  offset  somewhat by $1,472,000  due to lower rates.  Average  tax-exempt
investment  securities  increased  $10,429,000,  resulting  in  an  increase  of
$654,000 in interest income of which $726,000 was attributable to an increase in
volume,  offset  slightly  by  $72,000  due  to  lower  rates.  Average  taxable
investment securities increased $5,359,000,  but produced a $177,000 decrease in
interest income,  of which $494,000 was  attributable to rate decreases,  offset
somewhat by a $317,000  increase due to increased  volume.  These increases were
offset  somewhat by a  $11,968,000  decrease in federal  funds sold and interest
bearing  deposits,  which led to a decrease  in  interest  income of $871,000 of
which $634,000 was  attributable  to decreased  volume,  and $237,000 was due to
lower rates.
<PAGE>

The Company  establishes  interest  rates on loans and deposits  based on market
rates--such as the 91-day  Treasury Bill rate and the prime  rate--and  interest
rates offered by other financial institutions in the local community.  The level
of risk and the value of collateral  also are evaluated  when  determining  loan
rates.  Rates were  generally  higher in 2000 compared to 1999. The average rate
earned on loans  increased  27 basis points from 8.58% in 1999 to 8.85% in 2000.
The yield on taxable investment  securities increased 16 basis points from 5.81%
for the year ended  December  31, 1999 to 5.97% for the year ended  December 31,
2000. The yield on federal funds sold and interest  bearing  deposits  increased
174 basis points from 5.11% in 1999 to 6.85% in 2000.

The actual  balances of loans at December  31, 2000 were higher than at December
31, 1999.  Commercial,  financial and agricultural loans, real estate loans, and
installment  and  consumer  loans  increased   $31,111,000,   $25,651,000,   and
$1,690,000, respectively. Strong demand was responsible for the overall increase
in loans from 1999 to 2000.

Interest expense increased  $4,886,000 in 2000 compared to 1999. This was mainly
caused by an  increase of  $2,447,000  of  interest  on time  deposits.  Of this
increase,  $1,342,000  was due to an increase in rate,  as the average rate paid
increased  from  5.27% in 1999 to 5.67% in 2000,  and  $1,105,000  was due to an
increase  in volume.  Interest  expense on interest  bearing  demand and savings
deposits  increased  $1,300,000  in  2000,  of  which  $1,512,000  was due to an
increase in rates,  as average rates paid  increased from 3.03% in 1999 to 3.51%
in 2000. This increase was slightly  offset by a $212,000  decrease due to lower
volume.  The average balance of federal funds purchased,  repurchase  agreements
and notes payable  increased  from  $74,663,000  in 1999 to $75,376,000 in 2000.
This resulted in an increase in interest expense of $654,000,  of which $624,000
was due to rate increases and $30,000 was due to higher volume. Interest expense
on Federal Home Loan Bank advances and other borrowings increased $485,000, with
$433,000 attributable to volume increases and $52,000 due to higher rates.

Interest expense decreased $149,000 in 1999 compared to 1998. This was primarily
caused by the  decrease of  $1,282,000  of interest  on time  deposits.  Of this
decrease,  $1,044,000 was  attributable to lower rates, as the average rate paid
decreased from 5.59% in 1998 to 5.27% in 1999, and $238,000 was  attributable to
a decrease in volume.  Somewhat offsetting this decrease was a $538,000 increase
in interest expense on interest bearing demand and savings deposits from 1998 to
1999.  Of this  $538,000  increase,  $868,000  was due to an increase in volume,
offset by $330,000  due to lower rates.  Interest  expense for Federal Home Loan
Bank advances and other borrowings increased $307,000 in 1999, of which $350,000
was due to volume increases,  offset somewhat by $43,000 due to lower rates. The
average  balance in federal funds  purchased,  repurchase  agreements  and notes
payable  increased from  $63,917,000  in 1998 to  $74,663,000 in 1999.  Interest
expense in this category increased $288,000, of which $455,000 was due to higher
volume, offset somewhat by $167,000 due to lower 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 loans and all loans
which present indications of additional credit risk. Approval of the senior loan
committee,  which  meets  weekly,  is  required  prior to funding of all secured
credit  relationships  over  $500,000  and  all  unsecured   relationships  over
$100,000.  This committee also reviews nonaccrual loans and other problem loans.
The board of directors  meets  monthly to review  problem  loans,  the Company's
lending  policies  and  practices,  and the  results  of  credit  administration
analyses.

Continued emphasis on loan quality was reflected in the ratio of net charge-offs
to  average  net  loans,  which was  0.10%  for 2000 and  0.14%  for  1999.  Net
charge-offs decreased from $743,000 in 1999 to $607,000 in 2000. Net charge-offs
for 2000 included a $300,000 recovery  associated with a commercial  credit. The
provision for loan losses increased $231,000,  from $573,000 in 1999 to $804,000
in  2000.  (See the  section  on  Allowance  for Loan  Losses  and Loan  Quality
elsewhere in this report for further discussion  relating to the adequacy of the
allowance for loan losses.) The Company  charged off  $1,252,000 in loans during
2000 compared to $1,256,000 in 1999. A decrease in  charge-offs  of  commercial,
financial and agricultural  loans of $407,000 was almost  completely offset by a
$34,000  increase  in  charge-offs  of  residential  real estate  loans,  and an
increase  of  $369,000  in  charge-offs  of  installment   and  consumer  loans.
Recoveries  of previously  charged off loans  increased to $645,000 in 2000 from
$513,000 in 1999, with the largest increase in the area of commercial, financial
and agricultural  loans which increased  $195,000 from 1999 to 2000. The Company
continues to emphasize credit analysis and early detection of problem loans.
<PAGE>

Noninterest Income

Noninterest  income  decreased  $1,622,000,  or 9.1%,  from  1999 to 2000.  This
decrease  was  primarily  due to a decrease  at  FirsTech,  Inc.  in  remittance
processing  income  of  $1,546,000,  or  19.0%.  Although  the  number  of items
processed was comparable  between 2000 and 1999,  there was a shift from lockbox
payments to mechanized payments which have both lower revenue streams as well as
lower costs. Gain on sales of mortgage loans  held-for-sale  decreased $315,000,
or 59.8%. This decrease  reflected a $34,349,000,  or 57.4%,  decrease in funded
mortgage  loans  held-for-sale  during 2000 compared to 1999 due to the changing
interest rate  environment.  Also  contributing  to the decrease in  noninterest
income was a $298,000,  or 14.0%,  decrease in other income from  $2,135,000  in
1999 to  $1,837,000  in 2000.  This  decrease  was due, in part,  to $159,000 in
consulting  revenue in 1999,  which did not occur in 2000, as well as a decrease
of $96,000 in mortgage servicing income. Further contributing to the decrease in
noninterest  income was a decrease in income  from  securities  transactions  of
$120,000,  or 85.1%.  This was mainly the result of selling an equity investment
in 1999 for a gain of  $100,000  with no  comparable  sales  in  2000.  Somewhat
offsetting  these decreases was an increase of $576,000,  or 11.8%, in trust and
brokerage  fees.  The  majority of this  increase was due to the addition of new
business.  Higher  market  values  during the first three  quarters of 2000 also
added to the  increase  in assets  under  management  on which  fees are  based.
Service charges on deposit accounts increased $81,000, or 4.0%.

Noninterest income increased  $3,304,000,  or 22.7%, from 1998 to 1999. Included
in this increase was a $2,986,000,  or 57.8%,  increase in remittance processing
income,  from  $5,165,000 in 1998 to  $8,151,000 in 1999.  This increase was the
result of increased  volume from existing  FirsTech,  Inc.  customers as well as
price  adjustments  on current  contracts.  Trust and brokerage  fees  increased
$676,000,  or 16.0%, from $4,222,000 in 1998 to $4,898,000 in 1999. The increase
was a result of an increase in assets due to new accounts,  as well as increased
market values,  which generated larger fees. Other income increased $49,000,  or
2.3% and  income  from  securities  transactions  increased  $15,000,  or 11.9%.
Somewhat offsetting these increases was a decrease in gains on sales of mortgage
loans  held-for-sale  of $319,000,  or 37.7%.  This reflected a $32,893,000,  or
35.5%,  decrease in funded mortgage loans held-for-sale  during 1999 compared to
1998, when  significant  growth  occurred due to lower interest  rates.  Service
charges on deposit accounts of decreased $103,000, or 4.9%.

Noninterest Expense

Total noninterest expense decreased $1,100,000,  or 3.1%, to $34,689,000 in 2000
from  $35,789,000 in 1999.  The 1999 expense was an increase of  $5,198,000,  or
17.0%, over 1998 noninterest expense of $30,591,000. During 2000, reconciliation
liability  expense  decreased  $2,500,000  from 1999.  During 1999,  the Company
established  a liability of  $2,500,000  related to  reconciliation  differences
involving its subsidiary,  FirsTech,  Inc. During the same period,  salaries and
employee benefits expense decreased  $501,000,  or 2.7%, other expense decreased
$476,000, or 10.0%, service charges from correspondent banks decreased $430,000,
or 30.1%,  occupancy  expense  decreased  $187,000,  or 7.8% and office supplies
expense decreased  $19,000,  or 1.5%.  Somewhat  offsetting these decreases were
increases in merger related  professional fees of $2,544,000,  equipment expense
of $279,000,  or 8.3%, and data processing expense of $190,000, or 14.8%. During
1999,  reconciliation liability expense increased $2,500,000 as discussed above,
salaries and employee benefits increased  $2,026,000,  or 12.1%, service charges
from correspondent banks increased  $1,300,000,  or 1,015.6%,  equipment expense
increased  $424,000,  or 14.4%, data processing expense increased  $302,000,  or
30.9%, and office supplies increased  $193,000,  or 18.2%.  Somewhat  offsetting
these  increases  were  decreases in other expense of  $1,454,000,  or 23.4% and
occupancy expense of $93,000, or 3.7%.

Salaries and employee benefits decreased $501,000,  or 2.7%, from $18,775,000 in
1999 to  $18,274,000  in 2000.  This  decrease  was  mainly  due to  closure  of
FirsTech, Inc.'s Hammond processing center in 1999. Also included in 2000 salary
expenses was approximately $1,034,000 due to early retirement and termination of
employment  contracts as a result of the merger, as well as staff reductions due
to improvements in efficiency.  Salaries and employee benefits in 1999 increased
$2,026,000,  or 12.1%, from $16,749,000 in 1998. This increase was mainly due to
an increase in the volume of checks  processed by  FirsTech,  Inc. in the retail
lockbox  business  resulting in the hiring of  additional  staff,  as well as an
increased use of temporary services.

Other noninterest expense decreased $476,000,  or 10.0%, from $4,771,000 in 1999
to  $4,295,000  in 2000.  Included in this  decrease  was $461,000 in other real
estate income,  due to the sale of a property in 2000, which had previously been
written down. In 1999, other noninterest expense decreased $1,454,000, or 23.4%,
from $6,225,000 in 1998.
<PAGE>

Service charges from  correspondent  banks decreased  $430,000,  or 30.1%,  from
$1,428,000  in 1999 to $998,000 in 2000,  mainly due to lower  volume of lockbox
processing for FirsTech,  Inc. In 1999, service charges from correspondent banks
increased  $1,300,000,  or 1,015.6%,  from  $128,000 in 1998.  This increase was
primarily  the  result of an  increase  in the  number of  checks  processed  by
FirsTech, Inc. in the retail lockbox business.

Occupancy  expense  decreased  $187,000,  or 7.8%,  from  $2,407,000  in 1999 to
$2,220,000  in 2000.  This  decrease  was  primarily  related to the  closure of
FirsTech,  Inc.'s Hammond processing center. Occupancy expense in 1999 decreased
$93,000, or 3.7%, from $2,500,000 in 1998.

Supplies  expense  decreased  $19,000,  or  1.5%,  from  $1,255,000  in  1999 to
$1,236,000 in 2000. In 1999, supplies expense increased $193,000, or 18.2%, from
$1,062,000  in 1998.  The  increase  in 1999  included  the  purchase  of office
supplies needed to implement check imaging, binders given to customers for check
image statement  storage,  and increased  supply usage by FirsTech,  Inc. due to
increased check processing business.

Merger related  professional  fees were $2,544,000  compared to none in 1999 and
1998.  Most of these expenses were incurred during the first quarter of 2000 due
to the merger  between  BankIllinois  Financial  Corporation  and First  Decatur
Bancshares, Inc.

Equipment  expense  increased  $279,000,  or 8.3%,  from  $3,373,000  in 1999 to
$3,652,000  in 2000.  Included in this  increase  was a $587,000  write-down  of
computer equipment and software related to the aforementioned merger.  Equipment
expense  increased in 1999 by $424,000,  or 14.4%,  from  $2,949,000  in 1998 to
$3,373,000  in  1999.  This  change  consisted   primarily  of  an  increase  in
depreciation  expense, as well as an increase in computer maintenance expense at
FirsTech, Inc.

Data processing expense increased $190,000, or 14.8%, from $1,280,000 in 1999 to
$1,470,000 in 2000. In 1999,  data processing  expense  increased  $302,000,  or
30.9%,  from  $978,000  in 1998 to  $1,280,000  in 1999.  The  increase  in data
processing expense was due to the Company's continuing  commitment to investment
in technology as it positions itself for the future.

Income Tax Expense

Income tax expense increased $1,261,000, or 24.4%, in 2000 compared to 1999, due
to an increase in net income as well as merger  related  expenses  for which the
Company has not recognized a tax benefit. Income tax expense decreased $153,000,
or 2.9%, in 1999 compared to 1998,  due to slightly  lower taxable  income.  The
Company's  effective  tax rate was  34.9%,  30.6% and 31.3% for the years  ended
December 31, 2000, 1999 and 1998, respectively. The effective tax rate increased
in 2000 compared to 1999 and 1998 due to merger  related  expenses for which the
Company has not recognized a tax benefit.

The tax  effects  of  temporary  differences,  which  gave  rise to  significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
2000 and  1999,  are  shown in note 11 in the  Notes to  Consolidated  Financial
Statements.
<PAGE>

Financial Condition

Total assets increased  $55,335,000,  or 5%, from $1,035,746,000 at December 31,
1999 to  $1,091,081,000  at December  31,  2000.  This  increase in total assets
resulted from an increase of $58,255,000, or 10%, in loans, net of allowance for
loan losses, an increase of $10,639,000,  or 22%, in cash and due from banks, an
increase of $6,842,000, or 3%, in securities available-for-sale,  an increase of
$1,447,000,  or 16%, in accrued interest receivable,  an increase of $1,268,000,
or 39%, in non-marketable equity securities, and a $403,000, or 24%, increase in
mortgage loans held-for-sale. These increases were somewhat offset by a decrease
of $13,850,000,  or 35%, in federal funds sold and interest bearing deposits,  a
decrease of  $4,963,000,  or 6%, in investment  securities  held-to-maturity,  a
decrease of $3,075,000,  or 23%, in other assets,  and a decrease of $1,631,000,
or 7%, in premises and equipment.  The increase in year-end assets was partially
a result of deposits being $44,857,000,  or 6%, higher at December 31, 2000 than
at December 31, 1999.  Federal Home Loan Bank advances and other borrowings were
$8,920,000, or 28%, higher, while federal funds purchased, repurchase agreements
and other notes were  $9,482,000,  or 12%,  lower at  December  31, 2000 than at
December 31, 1999.  Average assets were $32,922,000,  or 3%, higher in 2000 than
in  1999.  Included  in the  increase  in  average  assets  was an  increase  of
$74,554,000, or 14%, in average net loans including mortgage loans held for sale
and an increase in average tax-exempt  investment  securities of $2,066,000,  or
5%.  These  increases  were  somewhat  offset by a decrease  in average  taxable
investment securities of $29,899,000, or 10%, and a decrease in average cash and
due from banks of  $13,427,000,  or 22%.  The  increase in average  assets was a
result of higher  average  deposits,  Federal Home Loan Bank  advances and other
borrowings,  and federal funds purchased,  repurchase agreements and other notes
in 2000. There was an increase in total average deposits of $17,627,000,  or 2%,
in 2000 from 1999.  Included  in this  increase  were some shifts in the average
deposit mix in 2000 versus 1999. Average time deposits increased $20,246,000, or
6%, average  non-interest  bearing savings  increased  $14,010,000,  or 41%, and
average  interest-bearing  savings  increased  $10,921,000,   or  13%.  Somewhat
offsetting  these increases were a decrease in average  interest-bearing  demand
deposits  of  $17,753,000,  or 7%,  and a decrease  of  $9,797,000,  or 10%,  in
non-interest bearing demand deposits.

Investment Securities

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

                          Carrying Value of Securities
                                 (in thousands)

December 31,                                      2000        1999       1998
                                                --------------------------------
Securities available-for-sale:
     U.S. Treasury .........................    $ 23,812    $ 37,601    $ 65,095
     Federal agencies ......................     156,322     139,812     168,912
     Mortgage-backed securities ............      11,513      14,870      17,745
     State and municipal ...................      15,349      10,220       6,419
     Corporate and other obligations .......         294         320         320
     Marketable equity securities ..........       6,396       4,021       3,207
                                                --------------------------------
               Total .......................    $213,686    $206,844    $261,698
                                                ================================
Securities held-to-maturity:
     U.S. Treasury .........................    $   --      $   --      $  1,649
     Federal agencies ......................      29,428      28,994      32,328
     Mortgage-backed securities ............      22,642      27,193      20,964
     State and municipal ...................      32,902      33,748      36,135
                                                --------------------------------
               Total .......................    $ 84,972    $ 89,935    $ 91,076
                                                ================================

Non-marketable equity securities ...........    $  4,529    $  3,261    $  3,230
                                                ================================

               Total securities ............    $303,187    $300,040    $356,004
                                                ================================

The  unrealized  gain  on  securities  available-for-sale,  net of  tax  effect,
increased $3,962,000,  to a gain of $600,000 at December 31, 2000 from a loss of
$3,362,000 at December 31, 1999.
<PAGE>

The  following  table  shows  the  maturities  and  weighted-average  yields  of
investment securities at December 31, 2000:

            Maturities and Weighted Average Yields of Debt Securities
                             (dollars in thousands)
<TABLE>
                                                                           December 31, 2000
                                      ------------------------------------------------------------------------------------------
                                          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:
     U.S. Treasury ...............    $17,344   5.98%  $  6,468   6.26%  $      --      --   $     --     --    $ 23,812   6.05%
     Federal agencies ............     25,420   5.80%    97,949   6.08%     28,793    6.46%     4,160   6.96%    156,322   6.12%
     Mortgage-backed securities ..      2,248   6.72%     6,299   6.78%      1,022    6.94%     1,944   6.64%     11,513   6.76%
     State and municipal .........        281   3.55%     2,827   5.57%      5,933    4.45%     6,308   5.03%     15,349   4.88%
     Other securities ............        294   7.85%        --      --         --       --        --      --        294   7.85%
     Marketable equity securities1         --      --        --      --         --       --        --      --      6,396      --
                                      -------          --------          ---------           --------           --------
          Total ..................    $45,587          $113,543          $  35,748           $ 12,412           $213,686
                                      =======          ========          =========           ========           ========
Average Yield ....................              5.91%             6.11%               6.14%             5.93%              6.06%
                                                =====             =====               =====             =====              =====

Securities held-to-maturity:
     Federal agencies ............   $  8,500   5.52%  $ 18,498   5.82%  $  2,430     6.59%  $    --       --   $ 29,428   5.80%
     Mortgage-backed securities ..      6,988   5.66%    14,724   5.69%       623     6.14%      307    6.09%     22,642   5.70%
     State and municipal .........      2,826   4.57%    17,314   4.35%    12,351     4.99%      411    4.99%     32,902   4.62%
                                     --------          --------          --------            -------            --------
          Total ..................   $ 18,314          $ 50,536          $ 15,404            $   718            $ 84,972
                                     ========          ========          ========            =======            ========

Average Yield ....................              5.43%             5.28%               5.29%             5.46%              5.31%
                                                =====             =====               =====             =====              =====

Non-marketable equity securities (1)       --      --        --      --        --        --       --       --   $  4,529      --
                                     ===========================================================================================
<FN>
1    Due to the nature of these  securities,  they do not have a stated maturity
     date or rate.
</FN>
</TABLE>
Loans

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

                           Amount of Loans Outstanding
                             (dollars in thousands)
<TABLE>
                                                               2000           1999           1998           1997           1996
                                                           -----------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
Commercial, financial and agricultural .................   $   219,541    $   188,430    $   168,862    $   167,752    $   157,330
Real estate ............................................       319,412        293,761        240,529        234,976        211,944
Installment and consumer ...............................       129,775        128,085        101,580        112,360        116,489
                                                           -----------------------------------------------------------------------
     Total loans .......................................   $   668,728    $   610,276    $   510,971    $   515,088    $   485,763
                                                           =======================================================================
</TABLE>
                         Percentage of Loans Outstanding
<TABLE>
                                                                   2000           1999           1998           1997           1996
                                                                 -------------------------------------------------------------------
<S>                                                              <C>            <C>            <C>            <C>            <C>
Commercial, financial and agricultural .................          32.83%         30.88%         33.05%         32.57%         32.39%
Real estate ............................................          47.76%         48.13%         47.07%         45.62%         43.63%
Installment and consumer ...............................          19.41%         20.99%         19.88%         21.81%         23.98%
                                                                 -------------------------------------------------------------------
     Total .............................................         100.00%        100.00%        100.00%        100.00%        100.00%
                                                                 ===================================================================
</TABLE>
<PAGE>

Total loans increased  $58,452,000,  or 9.6%, from December 31, 1999 to December
31, 2000, with increases in commercial,  financial and agricultural  loans, real
estate loans, and installment and consumer loans of $31,111,000, $25,651,000 and
$1,690,000  respectively.  Strong  loan demand was  responsible  for the overall
increase in loans from 1999 to 2000.  A business  cycle  downturn  could have an
adverse effect on loan demand.

Total loans  increased  by  $99,305,000,  or 19.4%,  from  December  31, 1998 to
December 31, 1999,  with  increases in  commercial,  financial and  agricultural
loans,  real estate loans,  and  installment and consumer loans, of $19,568,000,
$53,232,000,  and  $26,505,000,  respectively.  The increase in installment  and
consumer loans was mainly  attributable to an increase in indirect  loans.  Loan
demand was also strong in the commercial and real estate areas during 1999.

The balance of loans  outstanding as of December 31, 2000 by maturities is shown
in the following table:

                          Maturity of Loans Outstanding
                             (dollars in thousands)
<TABLE>
                                                      December 31, 2000
                                         --------------------------------------------
                                          1 year       1-5        over 5
                                          or less     years       years       Total
                                         --------------------------------------------
<S>                                      <C>         <C>         <C>         <C>
Commercial, financial and agricultural   $123,342    $ 74,538    $ 21,661    $219,541
Real estate ..........................     58,730     134,801     125,881     319,412
Installment and consumer .............     30,560      95,054       4,161     129,775

     Total ...........................   $212,632    $304,393    $151,703    $668,728
                                         ============================================

Percentage of total loans outstanding      31.80%      45.52%      22.69%     100.00%
                                         ============================================
</TABLE>

As of December 31,  2000,  commercial,  financial  and  agricultural  loans with
maturities of greater than one year were  comprised of $50,862,000 in fixed-rate
loans and $45,337,000 in floating-rate  loans. Real estate loans with maturities
greater than one year at December 31, 2000 included  $123,875,000  in fixed-rate
loans and $136,807,000 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.

                            Allowance for Loan Losses
                             (dollars in thousands)
<TABLE>
                                                2000       1999         1998       1997        1996
-----------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>         <C>         <C>
Allowance for loan losses at
     beginning of year ....................   $ 8,682     $ 8,852     $ 8,837     $ 8,969     $ 9,238
                                              -------------------------------------------------------
Charge-offs during period:
     Commercial, financial and agricultural   $   (99)    $  (506)    $  (200)    $  (198)    $  (610)
     Residential real estate ..............       (34)         --         (15)        (25)       (203)
     Installment and consumer .............    (1,119)       (750)       (933)     (1,383)     (1,188)
                                              -------------------------------------------------------
          Total ...........................   $(1,252)    $(1,256)    $(1,148)    $(1,606)    $(2,001)
                                              -------------------------------------------------------
Recoveries of loans previously charged off:
     Commercial, financial and agricultural   $   463     $   268     $    52     $   154     $   661
     Residential real estate ..............         9          53          14         146          88
     Installment and consumer .............       173         192         288         277         298
                                              -------------------------------------------------------
          Total ...........................   $   645     $   513     $   354     $   577     $ 1,047
                                              -------------------------------------------------------

               Net charge-offs ............   $  (607)    $  (743)    $  (794)    $(1,029)    $  (954)
Provision for loan losses .................       804         573         809         897         685
                                              -------------------------------------------------------
Allowance for loan losses at end of year ..   $ 8,879     $ 8,682     $ 8,852     $ 8,837     $ 8,969
                                              =======================================================
Ratio of net charge-offs to
     average net loans ....................     0.10%       0.14%       0.16%       0.21%       0.20%
                                              =======================================================
</TABLE>
<PAGE>

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

The  Company's  risk  of loan  loss  is  dependent  on  many  factors:  economic
conditions,  the  extent  and  values  of  underlying  collateral,   significant
concentrations  of loans within the  portfolio,  the ability and  willingness of
borrowers to perform  according to loan terms and  management's  competence  and
judgement in overseeing lending,  collecting and loan-monitoring activities. The
risk of loss from commercial,  financial and agricultural loans is significantly
impacted  by  economic  factors  and how these  factors  affect  the  particular
industries involved.  The local economy has remained stable for the past several
years. A business cycle downturn could have an adverse effect on loan quality.

An analysis of the  allowance for loan loss adequacy is performed on a quarterly
basis by the  Company's  credit  administration  department.  This  analysis  is
reported to executive  management  and  discussed at a quarterly  meeting  where
specific allocations for problem credits, charge-offs and monthly provisions for
loan losses are reviewed and revised, as necessary.  The results are reported to
the board of directors.  The analysis  includes  assessment of the allowance for
loan loss adequacy  based on historic loan losses and current  quality grades of
specific  credits  reviewed,  credit  concentrations,   current  delinquent  and
nonperforming  loans,  current economic  conditions,  peer group information and
results of recent audits or regulatory  examinations.  A significant  portion of
the net charge-offs during 1996 and 1997 were a result of the emphasis placed on
the early detection of problem credits.  The level of charge-offs of installment
and consumer loans in 1999 and 2000 was reflective of the significant  growth of
the indirect loan portfolio during this period.

The  following  table shows the  allocation  of the allowance for loan losses to
each loan category.

                   Allocation of the Allowance for Loan Losses
                                 (in thousands)
<TABLE>
                                               2000     1999     1998     1997     1996
                                              ------------------------------------------
<S>                                           <C>      <C>      <C>      <C>      <C>
Allocated:
     Commercial, financial and agricultural   $3,426   $3,476   $4,038   $4,340   $4,392
     Residential real estate ..............      855      799    1,040    1,446    1,510
     Installment and consumer .............    1,649    1,289    1,332    1,343    1,419
                                              ------------------------------------------
          Total allocated allowance .......   $5,930   $5,564   $6,410   $7,129   $7,321
Unallocated allowances ....................    2,949    3,118    2,442    1,708    1,648
                                              ------------------------------------------
Total .....................................   $8,879   $8,682   $8,852   $8,837   $8,969
                                              ==========================================
</TABLE>

The portion of the allowance for loan losses which was unallocated  decreased by
$169,000 to $2,949,000 at December 31, 2000 from $3,118,000 a year earlier.  The
$360,000  increase in the amount of the allowance  for loan losses  allocated to
installment  and consumer  loans from December 31, 1999 to December 31, 2000 was
due primarily to the  reclassification  of a $350,000  specific  allocation  for
retail loans from the  unallocated  allowance  total to installment and consumer
loans.  The $50,000 decrease in the dollars  allocated to commercial,  financial
and  agricultural,  from  December 31, 1999 to December 31, 2000 was offset by a
$56,000 increase in the allocation for residential real estate.

The  unallocated  portion of the allowance for loan losses  remained  relatively
unchanged from 1999 to 2000 as there were no significant  changes in the factors
used to  calculate  the  allowance  for  loan  losses  or the  risk in the  loan
portfolio.   This  unallocated   amount  is  determined  based  on  management's
judgement,  which  considers,  in  addition  to  the  other  factors  previously
discussed, the risk of error in the specific allocations.

Management   believes  that   nonperforming  and  potential  problem  loans  are
appropriately  identified  and monitored  based on the  extensive  loan analyses
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.
<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."

                               Nonperforming Loans
                                 (in thousands)
<TABLE>

                                      2000      1999       1998       1997       1996
                                  ----------------------------------------------------
<S>                               <C>       <C>       <C>        <C>        <C>

Nonaccrual loans ................ (1) $602  (1) $112  (1) $1,507 (1) $2,530 (1) $2,308
                                      ================================================

Loans past due 90 days or more ..     $846      $440      $1,084     $1,170     $1,034
                                      ================================================

Renegotiated loans ..............     $ 88      $104      $  121     $  140     $  162
                                      ================================================
<FN>
1    Includes  $505,000 at December  31,  2000,  $112,000 at December  31, 1999,
     $787,000 at December 31, 1998,  $700,000 at December 31, 1997, and $448,000
     at December  31, 1996 of real estate and  consumer  loans which  management
     does not  consider  impaired  as  defined  by the  Statement  of  Financial
     Accounting  Standards No. 114, "Accounting by Creditors for Impairment of a
     Loan" (SFAS 114).
</FN>
</TABLE>

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

At December  31, 2000,  the Company had  approximately  $8,240,000  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 $8,240,000 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 $602,000 of nonaccrual
loans at December 31, 2000 compared to $112,000 at December 31, 1999. Loans past
due 90 days or more  but  still  accruing  increased  by  $406,000  in 2000 to a
balance of $846,000 at December  31, 2000,  from  $440,000 at December 31, 1999.
These loans are well secured and in the process of collection.

The following table  categorizes  nonaccrual loans as of December 31, 2000 based
on levels of performance  and also details the allocation of interest  collected
during  the period in 2000 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 some  periodic  payments
would be included in the limited performance category.

                    Nonaccrual and Related Interest Payments
                                 (in thousands)
<TABLE>
                                                          Cash Interest Payments Applied As:
                                                         -----------------------------------
                                  At December 31, 2000               Recovery of   Reduction
                                    Book   Contractual   Interest   Prior Partial     of
                                   Balance   Balance      Income     Charge-offs   Principal
                                  ----------------------------------------------------------
<S>                               <C>      <C>           <C>        <C>            <C>
Contractually past due with:
     Substantial performance ..     $  7      $  9        $  -          $ -          $  1
     Limited performance ......       --        --           -            -            --
     No performance ...........      595       743           -            -             3
                                   ---------------------------------------------------------
Total .........................     $602      $752        $  -          $ -          $  4
                                   =========================================================
</TABLE>
<PAGE>

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, 2000 was
adequate  to  absorb  credit  losses in the total  loan  portfolio  and that the
policies and procedures in place to identify  potential  problem loans are being
effectively  implemented.  However, there can be no assurance that the allowance
for loan losses will be adequate to cover all losses.

Premises and Equipment

Total  premises  and  equipment  decreased  $1,631,000  in 2000 from 1999.  This
decrease was primarily  due to  depreciation  expense of $2,813,000  and loss on
disposal of computer equipment of $587,000 as the Company moved more of its data
processing to a service bureau environment. These decreases were somewhat offset
by $1,769,000 of purchases.

Other Assets

Other assets decreased $3,075,000 in 2000 from 1999.  Contributing to the change
was a decrease  of  $2,041,000  in deferred  taxes  caused by the change from an
unrealized  loss on  securities  available-for-sale  at December 31, 1999, to an
unrealized  gain at December 31,  2000.  Also  contributing  to the change was a
decrease in  capitalized  merger costs of $698,000 at December  31, 1999,  which
were  expensed  in March 2000 and a decrease of  $474,000  in  FirsTech,  Inc.'s
accounts receivable.

Deposits

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

              Average Balance and Weighted Average Rate of Deposits
                             (dollars in thousands)
<TABLE>
                                    2000                   1999                   1998
                           --------------------   --------------------  ---------------------
                           Weighted               Weighted               Weighted
                           Average      Average   Average      Average   Average      Average
                           Balance       Rate     Balance       Rate     Balance       Rate
                           ------------------------------------------------------------------
<S>                        <C>          <C>       <C>          <C>       <C>          <C>
Demand
     Noninterest bearing   $ 88,059       --      $ 97,856       --      $113,524       --
     Interest bearing ..    224,233      3.99%     241,986      3.35%     254,961      3.14%

Savings
     Noninterest bearing     47,906       --        33,896       --            --       --
     Interest bearing ..     93,118      2.36%      82,197      2.10%      40,858      3.14%

Time
     $100,000 and over .     93,761      5.81%      86,418      5.19%      80,614      5.61%
     Under $100,000 ....    250,544      5.62%     237,641      5.30%     247,752      5.59%
                           --------               --------               --------
     Totals ............   $797,621               $779,994               $737,709
                           ========               ========               ========
</TABLE>

In analyzing  its deposit  activity,  management  has noted that  average  total
deposits  increased  $17,627,000  during 2000.  Included in this  increase  were
shifts in the average  deposit mix in 2000 versus 1999.  There were increases in
average  noninterest  bearing savings  deposits of $14,010,000,  or 41%, average
time deposits under $100,000 of  $12,903,000,  or 5%, average  interest  bearing
savings deposits of $10,921,000,  or 13%, and average time deposits $100,000 and
over of $7,343,000, or 8%. Somewhat offsetting these increases were decreases in
average  interest  bearing  demand  deposits of  $17,753,000,  or 7% and average
non-interest bearing demand deposits of $9,797,000, or 10%.
<PAGE>

The table below sets forth the  maturity of deposits  greater  than  $100,000 at
December 31, 2000:

                  Maturity of Time Deposits of $100,000 or More
                                 (in thousands)

                                                                     Total Time
                            State of                                 Deposits of
Maturity at December 31,    Illinois   Brokered                       $100,000
  2000                    Time Deposit   CDs       CDs       IRAs      or More
--------------------------------------------------------------------------------

3 months or less ........   $  5,200   $   --   $ 30,073   $    828   $ 36,101
3 to 6 months ...........      3,000       --     13,378        605     16,983
6 to 12 months ..........       --         --     24,630        901     25,531
Over 12 months ..........       --      5,000     14,167      2,248     21,415
                            --------------------------------------------------
     Total ..............   $  8,200   $5,000   $ 82,248   $  4,582   $100,030
                            ====================================================

Federal Funds Purchased, Repurchase Agreements and Notes Payable

This category  includes federal funds purchased,  which are generally  overnight
transactions, securities sold under repurchase agreements, which mature from one
day to three years from the date of sale and U.S.  Treasury  demand  notes.  The
table in note 8 in the  Notes to  Consolidated  Financial  Statements  shows the
balances of federal funds purchased,  repurchase agreements and notes payable at
December 31, 2000 and 1999, the average balance for the years ended December 31,
2000, 1999 and 1998, 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, 2000 and 1999,  are  disclosed in note 17 in the
Notes to Consolidated Financial Statements.

Capital

Total  stockholders'  equity rose $9,321,000  from  $116,081,000 at December 31,
1999 to $125,402,000 at December 31, 2000. The increase represents net income of
$11,989,000 and a $3,962,000 increase in accumulated other comprehensive  income
(loss).  Decreases included cash dividends declared of $4,472,000,  net treasury
stock transactions of $2,083,000, $64,000 from stock appreciation rights and the
purchase of $11,000 in  fractional  shares of common stock  following  the stock
dividend and merger.

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 Banks 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,  2000 and 1999 was 11.6% and  11.4%,  respectively.  The  leverage
ratios  for the  individual  banks  are  disclosed  in note 19 in the  Notes  to
consolidated Financial Statements. All are 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, 2000 and 1999 was
18.6%  and   19.1%--significantly   higher  than  the  regulatory  minimum.  The
individual  bank's total  risk-weighted  assets ratio is disclosed in note 19 in
the Notes to consolidated  Financial  Statements.  All are significantly  higher
than the regulatory minimum.

Inflation and Changing Prices

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

Liquidity and Cash Flows

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

The Company was able to adequately  fund loan demand and meet liquidity needs in
2000. A review of the  consolidated  statement of cash flows in the accompanying
financial  statements  shows  that  the  Company's  cash  and  cash  equivalents
decreased  $3,211,000  from  December 31, 1999 to December  31,  2000.  In 1999,
planning  related to potential Year 2000 issues  resulted in additional  cash on
hand at the end of 1999.  This was  partially  responsible  for the  $18,401,000
increase in cash and cash  equivalents in 1999 compared to 1998. The decrease in
2000 resulted from investing activities, somewhat offset by financing activities
and operating  activities.  There were  differences  in sources and uses of cash
during 2000  compared to 1999.  Less cash was  provided in the area of financing
activities during 2000 compared to 1999. This was primarily due to a decrease in
federal funds purchased,  repurchase agreements and notes payable compared to an
increase in 1999 which was used to fund loan growth. This was somewhat offset by
an increase in deposits.  Less cash was also provided by operating activities in
2000 compared to 1999. This was mainly due to lower proceeds from sales of loans
originated for sale,  offset somewhat by less cash used to fund loans originated
for sale as less  loans  were  originated  in 2000  than  1999 due to  increased
interest rates. In the area of investing activities, slightly more cash was used
in 2000  compared  to  1999.  This was  primarily  due to  lower  proceeds  from
maturities, calls and sales of investments in debt and equity securities, offset
partially by a reduction in purchases of investments of the same. Funding of new
loans decreased in 2000 compared to 1999, as the growth of the loan portfolio in
2000 was not as great as in 1999.

The  Company's  future  short-term  requirements  for cash are not  expected  to
significantly change and will continue to be provided by investment  maturities,
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. No outside borrowing is anticipated.  The Company expects to maintain
FHLB advances near the current  level.  If current  sources of liquidity  cannot
provide  needed cash in the future,  the Company can obtain  funds from  several
sources.  The  Company  is able to borrow  funds on a  temporary  basis from the
Federal  Reserve  Bank,  the FHLB  and  correspondent  banks to meet  short-term
requirements.  With no parent company debt and sound capital levels, the Company
has several options for longer-term cash needs, such as for future expansion and
acquisitions.

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.

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.
<PAGE>

The following table shows the Company's  interest rate  sensitivity  position at
various intervals at December 31, 2000:

       Rate Sensitivity of Earning Assets and Interest Bearing Liabilities
                                 (in thousands)
<TABLE>
                                                          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 interst-bearing deposits$   $ 25,172   $     --    $     --    $     --   $     --   $ 25,172
     Debt and equity securities1 ....................     14,061     16,906      11,562      32,843    227,815    303,187
     Loans (2).......................................    100,825     72,374      30,451      70,709    396,459    670,818
                                                        -----------------------------------------------------------------
          Total interest earning assets .............   $140,058   $ 89,280    $ 42,013    $103,552   $624,274   $999,177
                                                        -----------------------------------------------------------------
Interest bearing liabilities:
     Savings and interest bearing demand deposits3 ..   $ 22,140   $  1,394    $  2,064    $  4,077   $157,011   $186,686
     Money market savings deposits ..................    146,320         --          --          --         --    146,320
     Time deposits ..................................     31,936     48,725      74,294     106,617     95,739    357,311
     Federal funds purchased, repurchase agreements
          and notes payable .........................     62,714        225         602       6,017        100     69,658
     FHLB Advances and other borrowings .............      5,005         34          15       6,031     29,893     40,978
                                                        -----------------------------------------------------------------
          Total interest bearing liabilities ........   $268,115   $ 50,378    $ 76,975    $122,742   $282,743   $800,953
                                                        =================================================================

Net asset (liability) funding gap ...................  ($128,057)  $ 38,902    ($34,962)   ($19,190)  $ 34,531   $198,224
                                                        =================================================================

Repricing gap .......................................       0.52       1.77        0.55        0.84       2.21       1.25
Cumulative repricing gap ............................       0.52       0.72        0.69        0.72       1.25       1.25
                                                        =================================================================
<FN>
1    Debt and equity securities include securities available-for-sale.
2    Loans include mortgage loans held-for-sale.
3    The total of savings and interest-bearing  demand deposits does not include
     $40,634,000 of  non-transactional  accounts which are savings accounts that
     are non-interest bearing.
</FN>
</TABLE>

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 ...........    11.9%       0.7%         1.1%          2.2%         84.1%
</TABLE>

At December 31, 2000,  the Company  tended to be liability  sensitive due to the
levels of savings and interest bearing demand deposits,  time deposits,  federal
funds purchased, repurchase agreements and notes payable. As such, the effect of
a decrease in the prime rate of 100 basis  points  would  increase  net interest
income by  approximately  $1,281,000 in 30 days and $892,000 in 90 days assuming
no  management  intervention.  A rise in interest  rates would have the opposite
effect for the same periods.

In addition to managing  interest  sensitivity and liquidity  through the use of
gap reports,  the Company has provided for emergency  liquidity  situations with
informal agreements with correspondent banks, which permit the Company to borrow
federal  funds on an  unsecured  basis.  Additionally,  the  Company  can borrow
approximately $25,104,000 from the Federal Home Loan Bank on a secured basis.
<PAGE>

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, 2000 and December
31,  1999 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.

Basis Point Change
                              +200       +100       -100        -200
                             ----------------------------------------

   December 31, 2000          0.2%       0.1%      (0.1%)      (0.2%)
   December 31, 1999         (0.7%)     (0.4%)      0.4%        0.7%

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

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

New Accounting Rules and Regulations

In  June  1998,  the  Statement  on  Financial  Accounting  Standards  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities,"  was issued,
which originally required the Statement to adopted in years beginning after June
15, 1999. The Statement permits early adoption as of the beginning of any fiscal
quarter after its issuance.  The Statement will require the Company to recognize
all  derivatives  on the balance sheet at fair value.  Derivatives  that are not
hedges must be adjusted to fair value  through  income.  If the  derivative is a
hedge,  depending  on the  nature of the  hedge,  changes  in the fair  value of
derivatives will either be offset against the change in fair value of the hedged
assets, liabilities, or firm commitments through earnings or recognized in other
comprehensive  income  until the hedged  item is  recognized  in  earnings.  The
ineffective  portion of a derivative's  change in fair value will be immediately
recognized  in earnings.  In July 1999 the  Statement  on  Financial  Accounting
Standards  No. 137 was issued.  This  Statement  delayed the  implementation  of
Statement  No. 133 until fiscal  years  beginning  after June 15, 2000.  In June
2000,  the  Statement on Financial  Accounting  Standards  No. 138 was issued to
modify and clarify various  provisions of Statement No. 133. The Company expects
to adopt Statement No. 133, as amended by Statements No. 137 and 138,  effective
January 1, 2001.  Management  does not  anticipate  that the adoption of the new
Statement will have a significant  effect on the Company's earnings of financial
position.

In  September  2000,   Statement  on  Financial  Accounting  Standards  No.  140
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of  Liabilities"  was  issued  to  replace  Statement  on  Financial  Accounting
Standards  No. 125,  which was issued in June 1996.  Statement No. 125 addressed
issues related to transfers of financial assets in which the transferor has some
continuing  involvement  with the  transferred  assets  or with the  transferee.
Statement  No. 140  resolves  implementation  issues  which arose as a result of
Statement No. 125, but carries  forward most of Statement No. 125's  provisions.
Statement No. 140 is effective for transfers  occurring after March 31, 2001 and
for  disclosures  relating to  securitization  transactions  and  collateral for
fiscal  years ending after  December 15, 2000.  Management  does not believe the
adoption of Statement  No. 140 will have a  significant  impact on its financial
statements.
<PAGE>

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1996

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   The  Company  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for  purposes  of these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe  future plans,  strategies  and  expectations  of the Company,  are
generally  identifiable  by use  of the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project"  or  similar  expressions.  The  Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse affect on the
operations and future prospects of the Company and its subsidiaries include, but
are not limited to, changes in: interest  rates,  general  economic  conditions,
legislative/regulatory  changes,  monetary  and  fiscal  policies  of  the  U.S.
Government,  including  policies of the U.S.  Treasury  and the Federal  Reserve
Board, the quality or composition of the loan or investment  portfolios,  demand
for loan products, deposit flows, competition,  demand for financial services in
the Company's market area, our  implementation of new technologies,  our ability
to develop and maintain  secure and reliable  electronic  systems and accounting
principles,  policies and guidelines.  These risks and  uncertainties  should be
considered in evaluating  forward-looking  statements and undue reliance  should
not be placed on such statements. Further information concerning the Company and
its business,  including  additional  factors that could  materially  affect the
Company's  financial  results,  is included in the  Company's  filings  with the
Securities and Exchange Commission.

Item 7a.  Quantitative and Qualitative Disclosures about Market Risk

See pages 25 through 26.

Item 8.  Financial Statements and Supplementary Data

The financial statements begin on page __.

<PAGE>


                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                        December 31, 2000, 1999 and 1998


<PAGE>



                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                                TABLE OF CONTENTS

INDEPENDENT AUDITOR'S REPORT

CONSOLIDATED FINANCIAL STATEMENTS
  Consolidated Balance Sheets

  Consolidated Statements of Income

  Consolidated Statements of Changes in Stockholders' Equity

  Consolidated Statements of Cash Flows

  Notes to Consolidated Financial Statements


<PAGE>





                          Independent Auditor's Report

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

We have  audited  the  accompanying  consolidated  balance  sheet of Main Street
Trust,  Inc.  and  subsidiaries  as  of  December  31,  2000,  and  the  related
consolidated  statements of income,  changes in stockholders'  equity,  and cash
flows for the year then ended. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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, 2000, and the results of
their  operations  and their cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

We previously audited and reported on the consolidated  financial  statements of
BankIllinois  Financial  Corporation  and subsidiary for the year ended December
31,  1999  and  the  related  consolidated  statements  of  income,  changes  in
stockholders'  equity and cash flows for the years ended  December  31, 1999 and
1998,  prior to  their  restatement  for the  2000  pooling  of  interests.  The
contribution  of  BankIllinois  Financial  Corporation and subsidiary to assets,
total  stockholders'  equity,  net interest income,  and net income  represented
55.2%,  54.9%,  55.4% and 64.6% of the respective  restated  totals for the year
ended December 31, 1999. The contribution of BankIllinois  Financial Corporation
and subsidiary to assets,  total stockholders'  equity, net interest income, and
net income represented 54.9%,  53.9%, 56.4% and 52.0% of the respective restated
totals for the year ended December 31, 1998.  Separate  financial  statements of
the other  companies  included in the  December 31, 1999  restated  consolidated
balance sheet and  consolidated  statements of income,  changes in stockholders'
equity  and cash  flows  for the years  ended  December  31,  1999 and 1998 were
audited and reported on  separately  by other  auditors;  and their report dated
January 28, 2000 expressed an unqualified opinion on those financial statements.
We also  audited the  combination  of the  accompanying  consolidated  financial
statements  as of December  31, 1999,  and  consolidated  statements  of income,
changes in stockholders'  equity and cash flows for the years ended December 31,
1999 and 1998,  after  restatement  for the 2000  pooling of  interests;  in our
opinion,  such consolidated  financial statements have been properly combined on
the basis described in Note 2 to the consolidated financial statements.


/s/ McGladrey & Pullen, LLP


Champaign, Illinois
February 20, 2001
<PAGE>


                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 2000 and 1999
                        (in thousands, except share data)
<TABLE>
                                                                                2000           1999
                                                                            --------------------------
<S>                                                                         <C>             <C>
Assets
  Cash and due from banks ...............................................   $   58,967      $   48,328
  Federal funds sold and interest bearing deposits ......................       25,172          39,022
                                                                            --------------------------
         Cash and cash equivalents ......................................       84,139          87,350
                                                                            --------------------------
  Investments in debt and equity securities:
    Available-for-sale, at fair  value ..................................      213,686         206,844
    Held-to-maturity,  at cost  (fair  value  of $84,849) and
      $87,780 at December 31, 2000 and 1999, respectively) ..............       84,972          89,935
    Non-marketable equity securities, at cost ...........................        4,529           3,261
                                                                            --------------------------
        Total investments in debt and equity securities .................      303,187         300,040
                                                                            --------------------------
  Loans, net of allowance for loan losses of $8,879 and
    $8,682 at December 31, 2000 and 1999, respectively ..................      659,849         601,594
  Mortgage loans held for sale ..........................................        2,090           1,687
  Premises and equipment ................................................       20,874          22,505
  Accrued interest receivable ...........................................       10,629           9,182
  Other assets ..........................................................       10,313          13,388
                                                                            --------------------------
        Total assets ....................................................   $1,091,081      $1,035,746
                                                                            ==========================

Liabilities and Stockholders' Equity
Deposits:
  Demand, non-interest bearing ..........................................   $  108,981      $   82,955
  Demand, interest bearing ..............................................      233,838         230,394
  Savings ...............................................................      139,802         143,133
  Time, $100 and over ...................................................      100,030          92,382
  Other time ............................................................      257,281         246,211
                                                                            --------------------------
               Total deposits ...........................................      839,932         795,075
Federal funds purchased, repurchase agreements, and notes payable .......       69,658          79,140
Federal  Home Loan Bank  advances  and  other  borrowings ...............       40,978          32,058
Accrued interest payable ................................................        4,584           4,090
Other liabilities .......................................................       10,527           9,302
                                                                            --------------------------
        Total liabilities ...............................................      965,679         919,665
                                                                            --------------------------
Stockholders' equity:
  Preferred stock, no par value; 2,000,000 shares authorized ............           --              --
  Common stock, $0.01 par value; 15,000,000 shares authorized;
    10,582,484 and 10,578,772 shares issued at December 31, 2000
    and 1999, respectively ..............................................          106             106
  Paid in capital .......................................................       44,306          44,310
  Retained earnings .....................................................       82,512          75,027
  Accumulated other comprehensive income (loss) .........................          600          (3,362)
                                                                            --------------------------
                                                                               127,524         116,081
  Less:  treasury stock, at cost, 112,178 shares at December 31, 2000 ...       (2,122)             --
                                                                            --------------------------
        Total stockholders' equity ......................................      125,402         116,081
                                                                            --------------------------
        Total liabilities and stockholders' equity ......................   $1,091,081      $1,035,746
                                                                            ==========================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>


                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years Ended December 31, 2000, 1999 and 1998
                        (in thousands, except share data)
<TABLE>
                                                                            2000         1999          1998
                                                                        ---------------------------------------
<S>                                                                     <C>           <C>           <C>
Interest income:
      Loans and fees on loans .......................................   $    55,154   $    47,041   $    45,064
      Investments in debt and equity securities:
              Taxable ...............................................        15,533        16,855        17,032
              Tax-exempt ............................................         2,031         1,948         1,517
      Federal funds sold and interest-bearing deposits ..............         1,553         1,226         2,097
                                                                        ---------------------------------------
                  Total interest income .............................        74,271        67,070        65,710
                                                                        ---------------------------------------

Interest expense:
      Demand, savings, and other time deposits ......................        25,213        22,427        23,136
      Time deposits $100 and over ...................................         5,451         4,490         4,525
      Federal funds purchased, repurchase agreements,
                  and notes payable .................................         3,764         3,110         2,822
      Federal Home Loan Bank advances and other borrowings ..........         2,171         1,686         1,379
                                                                        ---------------------------------------
                  Total interest expense ............................        36,599        31,713        31,862
                                                                        ---------------------------------------
                  Net interest income ...............................        37,672        35,357        33,848
Provision for loan losses ...........................................           804           573           809
                                                                        ---------------------------------------
                  Net interest income after provision for loan losses        36,868        34,784        33,039
                                                                        ---------------------------------------

Non-interest income:
      Remittance processing .........................................         6,605         8,151         5,165
      Trust and brokerage fees ......................................         5,474         4,898         4,222
      Service charges on deposit accounts ...........................         2,087         2,006         2,109
      Securities transactions, net ..................................            21           141           126
      Gain on sales of loans, net ...................................           212           527           846
      Other .........................................................         1,837         2,135         2,086
                                                                        ---------------------------------------
                  Total non-interest income .........................        16,236        17,858        14,554
                                                                        ---------------------------------------

Non-interest expense:
      Salaries and employee benefits ................................        18,274        18,775        16,749
      Merger related professional fees ..............................         2,544            --            --
      Reconciliation liability ......................................            --         2,500            --
      Occupancy .....................................................         2,220         2,407         2,500
      Equipment .....................................................         3,652         3,373         2,949
      Data processing fees ..........................................         1,470         1,280           978
      Office supplies ...............................................         1,236         1,255         1,062
      Service charges from correspondent banks ......................           998         1,428           128
      Other .........................................................         4,295         4,771         6,225
                                                                        ---------------------------------------
                  Total non-interest expense ........................        34,689        35,789        30,591
                                                                        ---------------------------------------
                  Income before income taxes ........................        18,415        16,853        17,002
Income taxes ........................................................         6,426         5,165         5,318
                                                                        ---------------------------------------
                  Net income ........................................   $    11,989   $    11,688   $    11,684
                                                                        =======================================

Per share data:
      Basic earnings per share ......................................   $      1.14   $      1.10   $      1.07
      Weighted average shares of common stock outstanding ...........    10,550,437    10,592,903    10,888,086
      Diluted earnings per share ....................................   $      1.11   $      1.08   $      1.05
      Weighted average shares of common stock and dilutive
        potential common shares outstanding .........................    10,762,547    10,819,894    11,093,044
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>



                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

           Consolidated Statements of Changes in Stockholders' Equity

                  Years Ended December 31, 2000, 1999 and 1998
                        (in thousands, except share data)
<TABLE>
                                                                                       Accumulated
                                                                                          Other
                                                                                       Comprehensive
                                              Common Stock        Paid-in     Retained    Income       Treasury Stock
                                            Shares      Amount     Capital    Earnings    (Loss)      Shares     Amount      Total
                                           -----------------------------------------------------------------------------------------
<S>                                        <C>         <C>       <C>        <C>        <C>          <C>         <C>        <C>
Balance, January 1, 1998, as previously
  reported .............................   10,503,241  $   105   $ 43,278   $ 66,994   $    677      428,013    ($7,995)   $103,059
Retirement of treasury stock in merger .     (428,013)      (4)    (7,991)        --         --     (428,013)     7,995          --
Restated for 5% stock dividend-2000 ....      503,945        5      8,940     (8,945)        --           --         --          --
                                           -----------------------------------------------------------------------------------------
Balance January 1, 1998, as restated ...   10,579,173      106     44,227     58,049        677           --          --    103,059
                                                                                                                           ---------
Comprehensive Income:
  Net income ...........................           --       --         --     11,684         --           --          --     11,684
  Net change in unrealized gain (loss)
    on securities available-for-sale,
    net of taxes of $542 ...............           --       --         --         --      1,052           --          --      1,052
    Reclassification adjustment,
      net of tax of ($43) ..............           --       --         --         --        (83)          --          --        (83)
                                                                                                                           ---------
    Comprehensive income ...............                                                                                     12,653
                                                                                                                           ---------
Fractional shares of common stock
  purchased following stock dividend ...         (200)      --         (4)        --         --           --          --         (4)
Stock appreciation rights ..............           --       --         77         --         --           --          --         77
Cash dividends ($0.29 per share) .......           --       --         --     (3,199)        --           --          --     (3,199)
                                          ------------------------------------------------------------------------------------------
Balance, December 31, 1998 .............   10,578,973      106     44,300     66,534      1,646           --          --    112,586
                                                                                                                           ---------
Comprehensive Income:
     Net income ........................           --       --         --     11,688         --           --          --     11,688
     Net change in unrealized gain
       (loss) on securities available-
       for-sale, net of taxes of
       ($2,532) ........................           --       --         --        --      (4,915)          --          --     (4,915)
     Reclassification adjustment,
       net of tax of ($48) .............           --       --         --        --         (93)          --          --        (93)
                                                                                                                           ---------
     Comprehensive income ..............                                                                                      6,680
                                                                                                                           ---------
Fractional shares of common
  Stock purchased following stock
    dividend ...........................         (201)      --         (5)       --          --           --          --         (5)
Stock appreciation rights ..............           --       --         15        --          --           --          --         15
Cash dividends ($0.30 per share) .......           --       --         --    (3,195)         --           --          --     (3,195)
                                          ------------------------------------------------------------------------------------------
Balance, December 31, 1999 .............   10,578,772      106     44,310    75,027      (3,362)          --          --    116,081
                                                                                                                           ---------
Comprehensive Income:
  Net income ...........................           --       --         --    11,989          --           --          --     11,989
  Net change in unrealized gain (loss)
    on securities available-for-sale,
    net of tax of $2,051 ...............           --       --         --        --       3,976           --          --      3,976
  Reclassification adjustment, net
    of tax of ($7) .....................           --       --         --        --         (14)          --          --        (14)
                                                                                                                           ---------
     Comprehensive income ..............                                                                                     15,951
                                                                                                                           ---------
Fractional shares of common stock
  purchased following stock dividend
  and merger ...........................         (328)      --        (11)       --          --           --          --        (11)
Stock appreciation rights ..............           --       --        (64)       --          --           --          --        (64)
Cash dividends ($0.42 per share) .......           --       --         --    (4,472)         --           --          --     (4,472)
Treasury stock transactions, net .......        4,040       --         71       (32)         --      112,178      (2,122)    (2,083)
                                          ------------------------------------------------------------------------------------------
Balance, December 31, 2000 ...........     10,582,484   $  106   $ 44,306  $ 82,512    $    600     $112,178    $ (2,122)  $125,402
                                          ==========================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years Ended December 31, 2000, 1999 and 1998
                                 (in thousands)
<TABLE>
                                                                                  2000        1999         1998
                                                                               -----------------------------------
<S>                                                                            <C>          <C>          <C>
Cash flows from operating activities:
    Net income .............................................................   $  11,989    $  11,688    $  11,684
    Adjustments to reconcile net income to net cash
       provided by operating activities:
    Depreciation and amortization ..........................................       2,839        2,699        2,387
    Amortization of bond premiums, net .....................................         202          783           93
    Provision for loan losses ..............................................         804          573          809
    Deferred income taxes ..................................................         (26)        (975)         (24)
    Securities transactions, net ...........................................         (21)        (141)        (126)
    Federal Home Loan Bank stock dividend ..................................        (169)          --           --
    Gain on sales of mortgage loans, net ...................................        (212)        (527)        (846)
    Loss on disposal of premises and equipment .............................         587           27           --
    Stock appreciation rights ..............................................         (64)          15           77
    Proceeds from sales of mortgage loans originated for sale ..............      25,537       59,886       92,779
    Mortgage loans originated for sale .....................................     (25,728)     (49,179)    (101,476)
    Other, net .............................................................         711        1,836       (8,501)
                                                                               -----------------------------------
                  Net cash provided by operating activities ................      16,449       26,685       (3,144)
                                                                               -----------------------------------

Cash flows from investing activities:
    Net (increase) decrease in loans .......................................     (59,066)    (101,375)       3,298
    Proceeds from maturities and calls of investments in debt securities:
       Held-to-maturity ....................................................       3,456       19,164       15,308
       Available-for-sale ..................................................      38,727       85,529      126,634
    Proceeds from sales of investments in debt and equity securities:
       Available-for-sale ..................................................       9,619       34,573        7,570
       Other equity securities .............................................          --           --           48
    Purchases of investments in debt and equity securities:
       Held-to-maturity ....................................................      (3,054)     (21,608)     (57,916)
       Available-for-sale ..................................................     (51,581)     (77,623)    (165,647)
       Other equity securities .............................................      (1,099)         (41)         (70)
    Principal paydowns from mortgage-backed securities:
       Held-to-maturity ....................................................       4,503        3,486        1,757
       Available-for-sale ..................................................       2,272        4,253       13,182
    Purchases of premises and equipment ....................................      (1,769)      (3,928)      (1,968)
    Proceeds from sale of premises and equipment ...........................          --           --        1,380
                                                                               -----------------------------------
                    Net cash used in investing activities ..................     (57,992)     (57,570)     (56,424)
                                                                               -----------------------------------

Cash flows from financing activities:
    Net increase in deposits ...............................................      44,857       29,409       27,385
    Net (decrease) increase in federal funds purchased, repurchase
      agreements, and notes payable ........................................      (9,482)      18,899       (1,215)
    Net increase in Federal Home Loan Bank advances and other borrowings ...       8,920        4,154       16,950
    Cash dividends paid ....................................................      (3,869)      (3,176)      (3,186)
    MSTI post merger stock transactions, net ...............................      (2,094)          --           --
                                                                               -----------------------------------
                  Net cash provided by financing activities ................      38,332       49,286       39,934
                                                                               -----------------------------------
                  Net (decrease)  increase in cash and cash equivalents ....      (3,211)      18,401      (19,634)
Cash and cash equivalents at beginning of year .............................      87,350       68,949       88,583
                                                                               -----------------------------------
Cash and cash equivalents at end of year ...................................   $  84,139    $  87,350    $  68,949
                                                                               ===================================

Supplemental disclosures of cash flow information:
  Cash paid during the year for:
    Interest ...............................................................   $  36,105    $  31,624    $  32,105
    Income taxes ...........................................................       6,684        6,819        5,273
    Real estate acquired through or in lieu of foreclosure .................          92          410           26
    Dividends declared not paid ............................................       1,047          444          425
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>


                             MAIN STREET TRUST, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

1.   Organization

MainStreet  Trust,  Inc. is a holding company whose  subsidiaries  BankIllinois,
First National Bank of Decatur,  First Trust Bank of  Shelbyville  and FirsTech,
Inc., (the "Company") provide a full range of banking services to individual and
corporate  customers  located  within  Champaign,   Decatur,   and  Shelbyville,
Illinois,  and the  surrounding  communities.  The  subsidiaries  are subject to
competition  from other financial  institutions  and  nonfinancial  institutions
providing financial products. Additionally, the Company and its subsidiaries are
subject to the regulations of certain  regulatory  agencies and undergo periodic
examinations by those regulatory agencies.

2.   Summary of Significant Accounting Policies

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

The  significant  accounting  policies used by the Company in the preparation of
the consolidated financial statements are summarized below:

(a)  Principles of Consolidation and Financial Statement Presentation

     On August 12, 1999,  BankIllinois  Financial  Corporation and First Decatur
     Bancshares,  Inc.  entered  into an  agreement  and Plan of  Merger,  which
     provided for a "merger of equals" between the two companies,  structured as
     a merger of the two  companies  into the  Company.  The  merger,  which was
     completed  on March  23,  2000,  has been  accounted  for as a  pooling  of
     interests  and,  accordingly,  all  prior  financial  statements  have been
     restated  to include  both  companies.  As a result of the  merger,  former
     stockholders  of  BankIllinois  Financial  Corporation  and  First  Decatur
     Bancshares,  Inc. received 5,828,260 and 4,752,649 shares of Company common
     stock, respectively.

     The consolidated  financial  statements include the accounts of Main Street
     Trust, Inc. and its wholly owned subsidiaries, BankIllinois, First National
     Bank of  Decatur,  First  Trust  Bank of  Shelbyville,  (the  "Banks")  and
     FirsTech,   Inc.,  a  retail  payment   processing   company.   Significant
     intercompany   accounts   and   transactions   have  been   eliminated   in
     consolidation.

     Property  held by the Trust &  Investments  Division 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.

     The  Company  currently  operates  in two  industry  segments.  The primary
     business   involves   providing   banking  services  to  central  Illinois.
     BankIllinois,  First  National  Bank of  Decatur  and First  Trust  Bank of
     Shelbyville  offer 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 offers a wide range of services such as investment
     management,  acting as trustee, serving as guardian,  executor or agent and
     miscellaneous  consulting;  discount  brokerage  services and  purchases of
     installment  obligations from retailers,  primarily without  recourse.  The
     other  industry  segment  involves  retail  payment  processing.   FirsTech
     provides  the  following  services to  electric,  water and gas  utilities,
     telecommunication   companies,   cable   television  firms  and  charitable
     organizations:  retail lockbox  processing of payments delivered by mail to
     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. The Company  operates  primarily to
     manage its investment in the subsidiaries.  Company information is provided
     for  informational  purposes  only,  since it is not  considered a separate
     segment for reporting purposes.
<PAGE>

     The  following  is a summary  of  selected  data for the  various  business
     segments as of and for the year ending December 31:
<TABLE>
                                             Banking      Remittance
                                             Services      Services        Company      Eliminations        Total
                                           -------------------------------------------------------------------------
<S>                                        <C>            <C>             <C>           <C>              <C>
2000
---------------------------------------
Total interest income .................    $    74,346    $       137     $      172     $      (384)    $    74,271
Total interest expense ................         36,983             --             --            (384)         36,599
Provision for loan losses .............            804             --             --              --             804
Total non-interest income .............          9,933          7,434            174          (1,305)         16,236
Total non-interest expense ............         25,317          5,849          4,828          (1,305)         34,689
Income before income tax ..............         21,175          1,722         (4,482)             --          18,415
Income tax expense ....................          6,587            593           (754)             --           6,426
Net income ............................         14,588          1,129         (3,728)             --          11,989
Total assets ..........................      1,081,001          6,606        129,942        (126,468)      1,091,081
Depreciation and amortization .........          2,292            523             24              --           2,839

1999
---------------------------------------
Total interest income .................    $    67,105    $       106    $       180     $      (321)    $    67,070
Total interest expense ................         32,034             --             --            (321)         31,713
Provision for loan losses .............            573             --             --              --             573
Total non-interest income .............          9,944          8,718            127            (931)         17,858
Total non-interest expense ............         25,293          7,568          3,859            (931)         35,789
Income before income tax ..............         19,149          1,256         (3,552)             --          16,853
Income tax expense ....................          5,946            426         (1,207)             --           5,165
Net income ............................         13,203            830         (2,345)             --          11,688
Total assets ..........................      1,025,562          6,565        118,667        (115,048)      1,035,746
Depreciation and amortization .........          2,238            437             24              --           2,699

1998
---------------------------------------
Total interest income .................    $    65,709    $       127    $       126     $      (252)    $    65,710
Total interest expense ................         32,114             --             --            (252)         31,862
Provision for loan losses .............            809             --             --              --             809
Total non-interest income .............          9,591          5,753            155            (945)         14,554
Total non-interest expense ............         25,589          5,318            629            (945)         30,591
Income before income tax ..............         16,788            562           (348)             --          17,002
Income tax expense ....................          5,240            195           (117)             --           5,318
Net income ............................         11,548            367           (231)             --          11,684
Total assets ..........................        973,286          5,332        114,683        (114,236)        979,065
Depreciation and amortization .........          2,021            332             34              --           2,387
</TABLE>

(b)  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  stockholders'
     equity.

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

     A decline in the market value of any available-for-sale or held-to-maturity
     security  below  cost that is deemed  other  than  temporary  is charged to
     earnings  and  results  in the  establishment  of a new cost  basis for the
     security.

     Non-marketable equity securities,  including the Banks' required investment
     in the capital stock of the Federal Home Loan Bank, are carried at cost, as
     fair values are not readily determinable.

(c)  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 may be 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. Net unrealized losses are recognized in a valuation
     allowance by charges to income.  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.

(d)  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,   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 loans 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.

     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.

(e)  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 occupancy
     expense  using  straight-line  and  accelerated  methods over the estimated
     useful  lives  of the  assets.  Maintenance  and  repairs  are  charged  to
     operations as incurred.
<PAGE>

(f)  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 difference is recorded as a valuation  allowance
     through a charge to income. Subsequent increases in fair value are recorded
     through a reversal of the valuation allowance, but not below zero. Expenses
     incurred in maintaining the properties are charged to operations.

(g)  Mortgage Servicing Rights

     The cost of mortgage  servicing  rights is amortized in proportion  to, and
     over the  period  of,  estimated  net  servicing  revenues.  Impairment  of
     mortgage  servicing  rights is  assessed  based on the fair  value of those
     rights.  Fair values are estimated  using  discounted cash flows based on a
     current market  interest rate.  For purposes of measuring  impairment,  the
     rights are stratified primarily based on the contractual  maturities of the
     underlying mortgages.  The amount of impairment recognized is the amount by
     which the capitalized  mortgage servicing rights for a stratum exceed their
     fair value.

(h)  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.

(i) Earnings Per Share

     Basic earnings per share is computed by dividing net income by the weighted
     average  number of common stock shares  outstanding.  Diluted  earnings per
     share is computed by dividing net income by the weighted  average number of
     common stock and dilutive potential common shares  outstanding.  Options to
     purchase  shares of the  Company's  common  stock  and  stock  appreciation
     rights, as discussed in Note 13 to the consolidated  financial  statements,
     are the only dilutive  potential common shares. The weighted average number
     of dilutive  potential common shares is calculated using the treasury stock
     method.

     Net income per share has been computed as follows:

<TABLE>
                                                                2000          1999          1998
                                                             ---------------------------------------
<S>                                                          <C>           <C>           <C>
Net income ...............................................   $11,989,000   $11,688,000   $11,684,000
Shares:
     Weighted average common shares outstanding ..........    10,550,437    10,592,903    10,888,086
     Dilutive effect of outstanding options, as determined
         by the application of the treasury stock method .       196,003       211,145       189,168
     Dilutive effect of outstanding SARs, as determined
         by the application of the treasury stock method .        16,107        15,846        15,790
                                                             -----------   -----------   -----------
     Weighted average common shares outstanding,
         as adjusted .....................................    10,762,547    10,819,894    11,093,044
                                                             ===========   ===========   ===========
Basic earnings per share .................................   $      1.14   $      1.10   $      1.07
                                                             ===========   ===========   ===========
Diluted earnings per share ...............................   $      1.11   $      1.08   $      1.05
                                                             ===========   ===========   ===========
</TABLE>

(j)  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.

(k)  Stock Dividend

     During September  2000, the  Company  effected  a 5%  stock  dividend.  All
     references in the accompanying financial statements to number of shares and
     per share  amounts  have been  retroactively  restated to reflect the stock
     dividends.
<PAGE>

(l)  Reclassification

     Certain amounts in the 1998 and 1999 consolidated financial statements have
     been   reclassified   to   conform   with  the  2000   presentation.   Such
     reclassifications have no effect on previously reported net income.

(m)  Emerging Accounting Standards

     In  June  1998,  Statement  on  Financial  Accounting  Standards  No.  133,
     "Accounting for Derivative Instruments and Hedging Activities," was issued,
     which  originally  required the Statement to be adopted in years  beginning
     after  June 15,  1999.  The  Statement  permits  early  adoption  as of the
     beginning of any fiscal  quarter  after its issuance.  The  Statement  will
     require the Company to recognize  all  derivatives  on the balance sheet at
     fair value.  Derivatives that are not hedges must be adjusted to fair value
     through  income.  If the derivative is a hedge,  depending on the nature of
     the hedge,  changes in the fair value of derivatives  will either be offset
     against the change in fair value of the hedged assets, liabilities, or firm
     commitments  through earnings or recognized in other  comprehensive  income
     until the hedged item is recognized in earnings. The ineffective portion of
     a  derivative's  change in fair value  will be  immediately  recognized  in
     earnings. In July 1999, the Statement on Financial Accounting Standards No.
     137 was issued.  This Statement delayed the implementation of Statement No.
     133 until fiscal years  beginning  after June 15, 2000.  In June 2000,  the
     Statement on Financial  Accounting  Standards  No. 138 was issued to modify
     and clarify various provisions of Statement No. 133. The Company expects to
     adopt  Statement  No.  133,  as  amended  by  Statements  No.  137 and 138,
     effective January 1, 2001. Management does not anticipate that the adoption
     of the new  Statement  will  have a  significant  effect  on the  Company's
     earnings or financial position.

     In September  2000,  Statement on Financial  Accounting  Standards  No. 140
     "Accounting   for  Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishments   of  Liabilities"  was  issued  to  replace  Statement  on
     Financial  Accounting  Standards  No.  125,  which was issued in June 1996.
     Statement No. 125 addressed issues related to transfers of financial assets
     in  which  the  transferor  has  some  continuing   involvement   with  the
     transferred  assets or with the  transferee.  Statement  No.  140  resolves
     implementation  issues  which arose as a result of  Statement  No. 125, but
     carries forward most of Statement No. 125's  provisions.  Statement No. 140
     is  effective  for  transfers  occurring  after  March  31,  2001  and  for
     disclosures  relating to  securitization  transactions  and  collateral for
     fiscal years ending after  December 15, 2000.  Management  does not believe
     the adoption of  Statement  No. 140 will have a  significant  impact on its
     financial statements.


3. Cash and Due from Banks

The  compensating  balances held at  correspondent  banks were  $22,251,000  and
$17,508,000 at December 31, 2000 and 1999, respectively. The Banks maintain such
compensating  balances with  correspondent  banks to offset charges for services
rendered by those  banks.  In addition,  the Banks were  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 $8,025,000 and $5,555,000
at December 31, 2000 and 1999, respectively.
<PAGE>

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, 2000
   U.S. Treasury and other
     government agencies ..............................................   $180,170   $    661   $    697     $180,134
   Mortgage-backed securities .........................................     11,528         69         84       11,513
   Obligations of states and political subdivisions ...................     15,087        289         27       15,349
   Other ..............................................................      5,990      1,480        780        6,690
                                                                          -------------------------------------------
                                                                          $212,775   $  2,499   $  1,588     $213,686
                                                                          ===========================================

December 31, 1999
   U.S. Treasury and other
     government agencies ..............................................   $181,833   $     47   $  4,467     $177,413
   Mortgage-backed securities .........................................     15,072          8        210       14,870
   Obligations of states and political subdivisions ...................     10,623         --        403       10,220
   Other ..............................................................      4,411        388        458        4,341
                                                                          -------------------------------------------
                                                                          $211,939   $    443   $  5,538     $206,844
                                                                          ===========================================

                                                                                        Held-to-Maturity
                                                                          -------------------------------------------
                                                                                       Gross       Gross
                                                                          Amortized  Unrealized  Unrealized   Fair
                                                                             Cost      Gains       Losses     Value
                                                                          -------------------------------------------

December 31, 2000
   U.S. Treasury and other
     government agencies ..............................................   $ 29,428   $     16    $    175    $ 29,269
   Obligations of states and political subdivisions ...................     32,902        320         129      33,093
   Mortgage-backed securities .........................................     22,642         10         165      22,487
                                                                          -------------------------------------------
                                                                          $ 84,972   $    346    $    469    $ 84,849
                                                                          ===========================================

December 31, 1999
   U.S. Treasury and other
     government agencies ..............................................   $ 28,994   $     --    $  1,002    $ 27,992
   Obligations of states and political subdivisions ...................     33,748         80         582      33,246
   Mortgage-backed securities .........................................     27,193          5         656      26,542
                                                                          -------------------------------------------
                                                                          $ 89,935   $     85    $  2,240    $ 87,780
                                                                          ===========================================
</TABLE>

A  summary  of  non-marketable  equity  securities,  at cost (in  thousands)  at
December 31, 2000 and 1999 is as follows:

                                                           2000         1999
                                                          --------------------
Federal Home Loan Bank Stock ...................          $3,295        $3,030
Federal Reserve Bank Stock .....................             231           231
Other investments ..............................           1,003            --
                                                          --------------------
                                                          $4,529        $3,261
                                                          ====================

Realized  gains and losses (in  thousands) on sales and maturities for the years
ended December 31, 2000, 1999 and 1998 were as follows:

                                                          2000   1999     1998
                                                         -----------------------

Gross gains .................................            $ 320   $ 223    $ 127
Gross losses ................................             (299)    (82)      (1)
                                                         -----------------------
Net gains ...................................            $  21   $ 141    $ 126
                                                         =======================
<PAGE>

Investments in debt and equity  securities with a carrying value of $192,580,000
and $189,043,000  were pledged at December 31, 2000 and 1999,  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 equity  securities
(in thousands) at December 31, 2000, by contractual  maturity,  are shown below.
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.
Therefore,  these securities and equity securities with no stated maturities are
not included in the following maturity summary.

                                       Available-for-sale     Held-to-maturity
                                      --------------------  --------------------
                                      Amortized    Fair     Amortized     Fair
                                        Cost       Value      Cost        Value
                                      ------------------------------------------
Due in one year or less .............. $ 43,324   $ 43,439   $ 11,325   $ 11,319
Due after one year through five years   107,034    107,243     35,812     35,648
Due after five years through ten years   34,763     34,726     14,781     14,972
Due after ten years ..................   10,440     10,512        412        423
                                       -----------------------------------------
                                       $195,561   $195,920   $ 62,330   $ 62,362
Mortgage-backed securities ...........   11,528     11,513     22,642     22,487
Equity securities ....................    5,686      6,253         --         --
                                       -----------------------------------------
              Total debt securities .. $212,775   $213,686   $ 84,972   $ 84,849
                                       =========================================


5. Loans

A summary of loans (in thousands),  by classification,  at December 31, 2000 and
1999 is as follows:

                                                           2000           1999
                                                         -----------------------
Commercial, financial, and agricultural ..........       $219,541       $188,430
Real estate ......................................        319,412        293,761
Installment and consumer .........................        129,775        128,085
                                                         --------       --------
                                                         $668,728       $610,276
Less:
   Allowance for loan losses .....................          8,879          8,682
                                                         --------       --------
                                                         $659,849       $601,594
                                                         ========       ========

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

During  2000,  1999  and  1998,  the  Company  sold  approximately  $25,537,000,
$59,886,000 and $92,779,000,  respectively, of residential mortgage loans in the
secondary  market,  primarily to Bank of America.  Gross gains of  approximately
$228,000,  $562,000 and  $894,000,  and gross losses of  approximately  $16,000,
$35,000 and $48,000,  were  realized on the sales  during  2000,  1999 and 1998,
respectively.

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, 2000, 1999 and 1998:

                                                  2000       1999        1998
                                                -------------------------------
Fannie Mae .................................    $111,060   $122,887    $137,491
Freddie Mac ................................       1,051      1,432       1,944
Illinois Housing Development Authority .....       2,759      2,605       3,146
<PAGE>

In the  normal  course  of  business,  loans  are made to  directors,  executive
officers,  and  principal  stockholders  of the Company and to parties which the
Company or its directors,  executive officers, and stockholders 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 2000 was as follows:

                                                                         2000
                                                                       ---------
Balance, January 1 .....................................               $ 15,701
New loans ..............................................                 18,096
Repayments .............................................                 (9,106)
                                                                       --------
Balance, December 31 ...................................               $ 24,691
                                                                       ========

At  December  31,  2000,  one to four  family  real  estate  mortgage  loans  of
approximately $126,712,000 were pledged to secure advances from the Federal Home
Loan Bank.

Activity in the allowance for loan losses (in thousands) for 2000, 1999 and 1998
was as follows:

                                                       2000     1999      1998
                                                      -------------------------

Balance, beginning of year .......................    $8,682   $8,852    $8,837


Provision charged to expense .....................       804      573       809
Loans charged off ................................    (1,252)  (1,256)   (1,148)
Recoveries on loans previously charged off .......       645      513       354
                                                      -------------------------
Balance, end of year .............................    $8,879   $8,682    $8,852
                                                      =========================

The following table presents summary data on nonaccrual and other impaired loans
(in thousands) at December 31, 2000, 1999 and 1998:

                                                        2000      1999     1998
                                                      --------------------------

Impaired loans on nonaccrual ......................   $    97   $    --   $  720
Impaired loans continuing to accrue interest ......        --        --       --
                                                      --------------------------
Total impaired loans ..............................   $    97   $    --   $  720
                                                      ==========================
Other non-accrual loans not classified
    as impaired ...................................   $   505   $   112   $  787
                                                      ==========================
Allowance for loan losses on impaired loans .......   $    15   $    --   $  377
                                                      ==========================
Impaired loans for which there is no related
    allowance for loan losses .....................   $    --   $    --   $   --
                                                      ==========================
Average recorded investment in impaired
    loans .........................................   $    19   $   217   $2,240
                                                      ==========================
Interest income recognized from impaired
    loans .........................................   $    --   $    --   $    5
                                                      ==========================
Cash basis interest income recognized from
    impaired loans ................................   $    --   $    97   $   18
                                                      ==========================

6. Premises and Equipment

A summary of premises and equipment (in thousands) at December 31, 2000 and 1999
is as follows:

                                                              2000        1999
                                                             -------------------

Land ...................................................     $ 4,835     $ 4,786
Furniture and equipment ................................      15,024      15,711
Buildings and leasehold improvements ...................      22,679      22,214
                                                             -------------------
                                                              42,538      42,711
Less accumulated depreciation and amortization .........      21,664      20,206
                                                             -------------------
                                                             $20,874     $22,505
                                                             ===================
<PAGE>

Depreciation and amortization expense was $2,813,000,  $2,672,000 and $2,335,000
for 2000, 1999 and 1998, respectively.

The  Company  leases   various   operating   facilities   and  equipment   under
noncancellable  operating  lease  arrangements.  These leases  expire at various
dates through  November 2007 and have renewal  options to extend the lease terms
for various dates through  November 2017. The rental expense for these operating
leases was $202,000, $209,000 and $222,000 in 2000, 1999 and 1998, respectively.

Minimum  annual  rental  payments   required  under  the  operating  leases  (in
thousands),  which  have  initial  or  remaining  terms in excess of one year at
December 31, 2000 are as follows:

2001                                                      $         202
2002                                                                202
2003                                                                 96
2004                                                                 83
2005                                                                 29
Thereafter                                                           55
                                                          --------------
                                                          $         667
                                                          ==============

7. Deposits

As of  December  31,  2000,  the  scheduled  maturities  of  time  deposits  (in
thousands) were as follows:

2001                                                           $261,567
2002                                                             70,205
2003                                                             21,554
2004                                                              1,576
2005                                                              2,409
                                                               --------
                                                               $357,311
                                                               ========

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

A summary of short-term  borrowings (in thousands) at December 31, 2000 and 1999
is as follows:

                                                                 2000     1999
                                                               -----------------
Federal funds purchased ....................................   $ 2,375   $ 2,675
U.S. Treasury demand notes .................................     4,569     5,300
Securities sold under agreements to repurchase:
      U.S. Treasury and other government agency securities
      with carrying values of $88,513,000 and $94,870,000
      and market values of $88,210,000 and $93,598,000
      at December 31, 2000 and 1999, respectively ..........    62,714    71,165
                                                               -------   -------
                                                               $69,658   $79,140
                                                               =======   =======

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

<TABLE>
                                                     2000         1999         1998
                                                 --------------------------------------
<S>                                              <C>           <C>           <C>
Federal funds purchased:
   Average daily balance .....................   $    3,549    $    9,417    $    5,748
   Maximum balance at month-end ..............   $   11,860    $   30,300    $    8,000
   Weighted average interest rate at year-end         5.13%         3.91%         3.44%
   Weighted average interest rate for the year        4.95%         4.79%         5.12%

Securities sold under agreements to
   repurchase:
   Average daily balance .....................   $   64,173    $   62,844    $   56,342
   Maximum balance at month-end ..............   $   80,787    $   79,065    $   67,514
   Weighted average interest rate at year-end         5.32%         5.90%         4.06%
   Weighted average interest rate for the year        5.28%         4.24%         4.31%

U.S. Treasury demand notes
   Average daily balance .....................   $    2,588    $    2,401    $    1,791
   Maximum balance at month-end ..............   $    5,330    $    5,490    $    3,156
   Weighted average interest rate at year-end         6.28%         4.49%         4.87%
   Weighted average interest rate for the year        6.29%         4.46%         5.32%
</TABLE>
<PAGE>

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

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, 2000 is as follows:
<TABLE>
                                                                                Weighted
                                    FHLB           Other                         Average
                                  Advances       Borrowings       Total            Rate
                                --------------------------------------------------------
<S>                             <C>              <C>            <C>             <C>
Maturing in year ending:
   2001                           $ 11,000         $    23      $  11,023          6.79%
   2002                              7,000              23          7,023          6.09%
   2003                                  -              23             23          8.75%
   2004                                  -              23             23          8.75%
   2005                                  -              23             23          8.75%
   2006                                  -              23             23          8.75%
   2007                              2,794              23          2,817          6.86%
   2008                             20,000              23         20,023          5.27%
                                 -------------------------------------------------------
                                 $  40,794         $   184      $  40,978          5.94%
                                 =======================================================
</TABLE>

The terms of a security  agreement  with the FHLB require the Banks to pledge as
collateral for advances both qualifying  first mortgage loans in an amount equal
to at least  167% of these  advances  and all  stock of the FHLB.  Advances  are
subject to restrictions or penalties in the event of prepayment. The Banks had a
total remaining borrowing capacity with the FHLB of approximately $25,104,000 at
December 31, 2000 at a rate equal to the FHLB current advance rates.

The  other  borrowings  were  for the  purchase  of land at a cost of  $266,000.
Principal of $23,000 and annual interest is due March 8th of each year until the
balance has been paid in full.  Interest is based on the prime rate at March 8th
of the previous year. The rate at December 31, 2000 was 8.75%.

10. Line of Credit

The Company has an  unsecured  line of credit of  $5,000,000  from a third party
lender. As of December 31, 2000, the entire line was available.

11.  Income Taxes

Federal income tax expense (in thousands) for 2000,  1999 and 1998 is summarized
as follows:

                                                     2000      1999     1998
                                                    --------------------------

Current .....................................       $6,452    $6,140    $5,342
Deferred ....................................          (26)     (975)      (24)
                                                    --------------------------
Total .......................................       $6,426    $5,165    $5,318
                                                    ==========================

Actual income tax expense (in thousands) for 2000, 1999 and 1998 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:

                                                     2000      1999       1998
                                                    ----------------------------

Computed "expected" income taxes ................   $6,445    $5,899     $5,951
Tax-exempt interest income, net of
   disallowed interest expense ..................     (646)     (624)      (492)
Nondeductible merger expenses ...................      509        --         --
Income taxed at lower rates .....................     (184)     (169)      (170)
Other, net ......................................      302        59         29
                                                    ----------------------------
                                                    $6,426    $5,165     $5,318
                                                    ============================
<PAGE>

The tax  effects  of  temporary  differences  (in  thousands)  that give rise to
significant  portions of the deferred tax assets and deferred tax liabilities at
December 31, 2000 and 1999 are as follows:

                                                                2000      1999
                                                              ------------------
Deferred tax assets:
   Allowance for loan losses ..............................   $ 2,723   $ 1,907
   Deferred compensation ..................................     1,407     1,230
   Unrealized holding loss on available-for-sale securities        --     1,732
   Other real estate ......................................        --       155
   Stock appreciation rights ..............................       110       120
   Other employee benefits ................................        54        80
   Severance payable ......................................        48        79
   Other ..................................................       100        --
                                                              ------------------
         Total deferred tax assets ........................   $ 4,442   $ 5,303
                                                              ------------------
Deferred tax liabilities:
   Unrealized holding gain on available-for-sale securities   $  (309)  $    --
   Premises and equipment .................................    (1,520)   (1,454)
   Mortgage servicing rights ..............................      (171)     (148)
   Deferred loan fees .....................................      (112)      (86)
   Discount accretion .....................................      (107)      (66)
   Other ..................................................      (869)     (189)
                                                              ------------------
         Total deferred tax liabilities ...................   $(3,088)  $(1,943)
                                                              ------------------
Valuation allowance .......................................      (287)     (278)
                                                              ------------------
         Net deferred tax assets ..........................   $ 1,067   $ 3,082
                                                              ==================

A  valuation  allowance  is  provided  when it is more likely than not that some
portion of the deferred tax assets will not be realized.

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 allows for  participants'  contributions of up to 15% of gross salary,  the
first 6% of which is 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.  Total  contributions  by the Company  totaled
$928,000, $717,000 and $648,000 for 2000, 1999 and 1998, respectively.

Effective  December 31, 1999, the Company  terminated  the defined  benefit plan
that  covered  substantially  all of the  employees  of First  National  Bank of
Decatur, FirsTech, Inc. and First Trust Bank of Shelbyville.  As a result of the
termination of the Plan, the Company  recorded an estimated  settlement  loss of
$2,139,000, recorded a gain on curtailment of $1,587,000 and reduced the related
prepaid  pension  asset in  accordance  with  Statement of Financial  Accounting
Standards No. 88,  Employers'  Accounting for  Settlements  and  Curtailments of
Defined Benefit Pension Plans and for Termination of Benefits.

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  $280,000,   $260,000   and  $243,000  in  2000,   1999  and  1998,
respectively, related to these agreements.

The Company has a deferred  compensation  plan for nonemployee  directors of the
Company in which a participating  director may defer  directors' fees in a fixed
income  fund  or,  alternatively,  in the form of  "phantom  stock  units."  For
directors  electing to receive phantom stock, a deferred  compensation  account,
included in other  liabilities on the  consolidated  balance sheet,  is credited
with  phantom  stock units.  Phantom  stock units shall also be increased by any
stock  dividends or stock splits  declared by the Company.  At December 31, 2000
and  1999,  $276,579  and  $265,511  had been  deferred  from this  plan,  which
represented 21,148 and 20,149 phantom stock units.
<PAGE>

13. Stock Options and Related Plans

The Company has  established  a stock  incentive  plan,  which  provides for the
granting of both  qualified and  non-qualified  options of the Company's  common
stock to  certain  key  managerial  employees,  and a stock  option  plan  which
provides for the granting of non-qualified  stock options and stock appreciation
rights (SARs) to certain key managerial  employees.  The option price must be at
least 100% of the fair market  value of the common  stock on the date the option
is granted and the maximum  option term cannot exceed 10 years.  The plan allows
for the granting of options in tandem with SARs.  Exercise of an SAR cancels the
related option and entitles the holder to receive a payment in return,  equal to
the  excess  of the  fair  market  value of the  shares  subject  to the  option
surrendered  over the  exercise  price.  Payment by the Company  will be made in
shares of the  Company's  common  stock  with  cash  paid in lieu of  fractional
shares.  The exercise of an SAR is subject to all of the terms and conditions of
the related option. All of these options are fully vested.

In 1996, 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,  which vest and thus become  exercisable  ratably over a
three-year  period from the date  granted.  All options  granted  subsequent  to
January 1, 1996 were issued from the 1996 plan.

As a result of the merger,  all options granted under the previous plans vested.
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,  which vest and thus become  exercisable  ratably over a
three-year period from the date granted.

The Company has an employee  stock option plan (Plan) which is accounted  for in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees,  and  accordingly,  no  compensation  expense for the stock
option grants has been recognized.  Under this Plan, the Company grants selected
key officers stock option awards,  which vest and become fully exercisable after
the fifth anniversary of the date of the grant. Stock options granted under this
Plan shall expire ten years from the date of grant. At December 31, 2000,  there
were options outstanding (not intended to be incentive stock options) for 29,666
shares.  These options were granted on December 31, 1993, with an exercise price
of $9.70 per share and have a  remaining  contractual  life of three years as of
December 31, 2000. During 1999, all 29,666 shares became vested and exercisable.
No shares have been exercised pursuant to the Plan.

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

<TABLE>
                                            2000             1999               1998
                                    ----------------------------------------------------------
                                             Weighted            Weighted             Weighted
                                             Average             Average              Average
                                             Exercise            Exercise             Exercise
                                     Shares    Price    Shares     Price   Shares       Price
                                    ----------------------------------------------------------
<S>                                 <C>      <C>        <C>      <C>       <C>        <C>
Options outstanding, beginning
  of year .......................    576,071  $10.79    507,088   $ 9.28   443,750     $ 7.61
Granted ($17.70-$20.75 per share)    127,050   19.29     83,776    20.75    90,269      17.70
Exercised .......................     (6,505)  10.18    (11,525)   14.55   (22,963)      9.30
Options forfeited ...............     (4,852)  19.41     (3,268)   18.88    (3,968)     13.81
                                    ----------------------------------------------------------
Options outstanding, end of year     691,764  $12.51    576,071   $10.79   507,088     $ 9.28
                                    ==========================================================
Options exercisable, end of year     654,868  $12.12    515,813   $ 9.79   418,975     $ 8.30
                                    ==========================================================
Weighted average fair value of
   options granted ..............             $ 2.31              $ 3.98               $ 4.69
                                              ======              ======               ======
</TABLE>
<PAGE>

                  Options Outstanding                  Options Exercisable
----------------------------------------------------  -----------------------
                              Weighted
                               Average     Weighted                 Weighted
                              Remaining    Average                  Average
Exercise          Number     Contractual   Exercise     Number      Exercise
  price        Outstanding      Life        Price     Outstanding     Price
-----------------------------------------------------------------------------
  $  5.63        268,052        3.00       $   5.63     268,052     $  5.63
     7.27         17,981        3.96           7.27      17,981        7.27
     9.70         29,666        3.00           9.70      29,666        9.70
    12.65         41,288        1.17          12.65      41,288       12.65
    12.96         34,027        1.25          12.96      34,027       12.96
    16.42          4,956        3.96          16.42       4,956       16.42
    17.00          2,311        3.96          17.00       2,311       17.00
    17.28          3,302        3.96          17.28       3,302       17.28
    17.70         81,012        2.21          17.70      81,012       17.70
    18.14          3,302        3.96          18.14       3,302       18.14
    19.29        126,000        8.80          19.29      89,104       19.29
    20.75         79,367        3.21          20.75      79,367       20.75
    21.55            500        3.96          21.55         500       21.55
              ---------------------------------------------------------------
                 691,764        3.84       $  12.51     654,868     $ 12.12
              ===============================================================

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.

                                                    2000       1999        1998
                                                   -----------------------------
Number of options granted .....................    127,050     83,776     90,269
Risk-free interest rate .......................      5.14%      6.06%      4.59%
Expected life, in years .......................       8.80       3.46       3.47
Expected volatility ...........................     11.06%      7.79%      7.57%
Expected dividend yield .......................      2.39%      1.41%      1.41%

Grants  under the stock  incentive  and stock  option  plans are  accounted  for
following  APB  Opinion  No. 25 and  related  interpretations.  Accordingly,  no
compensation  cost has been  recognized for incentive  stock option grants under
the plans. Had compensation cost for all of the stock-based  compensation  plans
been  determined  based on the fair values of awards (the  method  described  by
Statement No. 123), on the grant date,  reported  income and earnings per common
share would have been reduced to the pro forma amounts shown below:

                                           2000         1999       1998
                                        ---------------------------------
Net income on common stock:
   As reported ....................     $ 11,989     $ 11,688    $ 11,684
   Pro forma ......................       11,743       11,453      11,471
Basic earnings per share:
   As reported ....................     $   1.14     $   1.10    $   1.07
   Pro forma ......................         1.11         1.08        1.05
Diluted earnings per share:
   As reported ....................     $   1.11     $   1.08    $   1.05
   Pro forma ......................         1.09         1.06        1.03


14. Dividend Restrictions

Without prior approval of the  Comptroller of the Currency,  First National Bank
of Decatur is  restricted by national  banking laws as to the maximum  amount of
dividends it can pay in any calendar  year to First  National  Bank of Decatur's
retained net profits (as defined) for that year and the two preceding  years. At
December  31,  2000,  First  National  Bank of Decatur  had  available  retained
earnings  of  approximately  $8,130,000  for the  payment of  dividends  without
obtaining prior regulatory approval.

Without prior  approval,  BankIllinois  and First Trust Bank of Shelbyville  are
restricted  by  Illinois  law and  regulations  of the  Office of Banks and Real
Estate, State of Illinois, and the FDIC 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, 2000,  BankIllinois and First Trust Bank
of Shelbyville had available retained earnings of approximately  $35,704,000 and
$10,743,000 respectively, for the payment of dividends.
<PAGE>

15. Condensed Financial Information of Parent Company

Following are the condensed  balance sheets as of December 31, 2000 and 1999 and
the related  condensed  statements  of income and cash flows for 2000,  1999 and
1998 for Main Street Trust, Inc.:

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

                                                           2000           1999
                                                         -----------------------
Assets:
   Cash ..........................................       $  1,587       $  7,350
   Investments in banks ..........................        112,482         99,113
   Investments in FirsTech .......................          6,242          6,112
   Investment in other securities ................          7,255          3,932
   Other assets ..................................          2,752          2,155
                                                         -----------------------
                                                         $130,318       $118,622
                                                         =======================
Liabilities and stockholders' equity:
   Dividends payable .............................       $  1,047       $    444
   Other liabilities .............................          3,869          2,137
   Stockholders' equity ..........................        125,402        116,081
                                                         -----------------------
                                                         $130,318       $118,662
                                                         =======================

                         Condensed Statements of Income

                                 (in thousands)

                                                       2000      1999     1998
                                                     ---------------------------
Revenue:
    Dividends received from subsidiaries ..........  $ 5,359   $ 8,438   $11,499
    Interest income on deposits ...................       87       100       126
    Income on securities ..........................       85        80        13
    Securities gains/losses .......................       42        (9)       --
    Other .........................................      132       135       141
                                                      --------------------------
       Total revenue ..............................    5,705     8,744    11,779
                                                      --------------------------

Expenses:
    Reconciliation liability ......................       --     2,500        --
    Merger related professional fees ..............    2,544        --        --
    Termination of pension plan and benefit costs .       --       743        --
    Amortization of organization costs ............       --        --        11
    Other .........................................    2,285       615       618
                                                      --------------------------
       Total expense ..............................    4,829     3,858       629
                                                      --------------------------

       Income before applicable income tax benefit
       and equity in undistributed income of
       subsidiaries ...............................      876     4,886    11,150
Applicable income tax benefit .....................      754     1,207       118
Equity in undistributed income of subsidiaries ....   10,359     5,595       416
                                                     ---------------------------
       Net income .................................  $11,989   $11,688   $11,684
                                                     ===========================
<PAGE>

                       Condensed Statements of Cash Flows
                       ----------------------------------
                                 (in thousands)

                                                  2000       1999        1998
                                                --------------------------------
Cash flows from operating activities:
   Net income ...............................   $ 11,989   $ 11,688    $ 11,684
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Equity in undistributed income of
       subsidiaries .........................    (10,359)    (5,595)       (416)
     Depreciation ...........................         24         24          24
     Amortization of organization costs .....         --         --          11
     Other, net .............................      1,567        288      (5,172)
                                                --------------------------------
               Net cash provided by operating
                  activities ................      3,221      6,405       6,131
                                                --------------------------------
Cash flows from investing activities:
   Equity securities transactions, net ......     (2,508)    (1,031)     (2,496)
     Other, net .............................         27         --          --
                                                --------------------------------
               Net cash used in investing
                  activities ................     (2,481)    (1,031)     (2,496)
                                                --------------------------------
Cash flows from financing activities:
   Treasury stock transactions, net .........     (2,057)        --          --
   Fractional shares purchased following
     stock dividend and merger ..............        (11)        (5)         (4)
   Cash dividends paid ......................     (4,472)    (3,176)     (3,186)
     Other, net .............................         37         --          --
                                                --------------------------------
               Net cash used in financing
                  activities ................     (6,503)    (3,181)     (3,190)

Cash at beginning of year ...................      7,350      5,157       4,712
                                                --------------------------------
Cash at end of year .........................   $  1,587   $  7,350    $  5,157
                                                ================================


16. Quarterly Results of Operations (Unaudited) (in thousands,  except per share
    data)
<TABLE>
                                                                       Year Ended December 31, 2000
                                                                           Three Months Ended
                                                              -----------------------------------------------
                                                              December 31  September 30   June 30    March 31
                                                              -----------------------------------------------
<S>                                                           <C>          <C>            <C>        <C>
Interest income .............................................   $19,489      $18,878      $18,030     $17,874
Interest expense ............................................     9,945        9,525        8,589       8,540
                                                                ---------------------------------------------
          Net interest income ...............................     9,544        9,353        9,441       9,334
Provision for losses on loans ...............................       346          191          131         136
                                                                ---------------------------------------------
          Net interest income after
               provision for losses
               on loans .....................................     9,198        9,162        9,310       9,198
Other income ................................................     3,876        3,977        4,064       4,319
Other expense ...............................................     7,959        7,989        7,643      11,098
                                                                ---------------------------------------------
          Income before income taxes ........................     5,115        5,150        5,731       2,419
Income taxes ................................................     1,581        1,606        1,814       1,425
                                                                ---------------------------------------------

         Net income .........................................   $ 3,534      $ 3,544      $ 3,917     $   994
                                                                =============================================

Basic earnings per share ....................................   $  0.34      $  0.34      $   0.37    $  0.09
                                                                =============================================

Diluted earnings per share ..................................   $  0.33      $  0.33      $   0.36    $  0.09
                                                                =============================================
</TABLE>
<PAGE>

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, 2000 and 1999:

                                                               2000       1999
                                                             -------------------
Financial instruments whose contract amounts represent
  credit risk:
    Commitments to extend credit .........................   $132,163   $146,171
    Standby letters of credit ............................      4,093      3,529

Commitments  to extend  credit are  agreements  to lend 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.

Standby letters of credit are conditional  commitments  issued by the Company to
guarantee  the  performance  of a customer  to a third  party.  The credit  risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending loans to customers. The standby letters of credit are unsecured.

The Company does not engage in the use of interest rate swaps, futures, forwards
or options contracts.

There are  reconciliation  differences  which involve the Company's  subsidiary,
FirsTech, Inc. in connection with its commercial remittance processing services.
Following the completion of the Company's  investigation  of these  differences,
and after  consultation with its professional  advisors,  the Company's Board of
Directors directed that a liability in the amount of $2.5 million be recorded in
the  fourth  quarter  of 1999.  At this  time,  no claim has been  made,  nor is
management  aware of any  threatened  claim by any of the  Company's  current or
former remittance processing customers.

Following is a summary of the carrying  amounts and fair values of the Company's
financial instruments at December 31, 2000 and 1999:
<TABLE>
                                                      2000                   1999
                                               -------------------   -------------------
                                               Carrying    Fair      Carrying    Fair
                                                Amount     Value      Amount     Value
                                               -----------------------------------------
<S>                                            <C>        <C>        <C>        <C>
Assets:
   Cash and cash equivalents ...............   $ 84,139   $ 84,139   $ 87,350   $ 87,350
   Investments in debt and equity securities    303,187    303,064    300,040    297,885
   Mortgage loans held-for-sale ............      2,090      2,090      1,687      1,687
   Loans ...................................    659,849    678,678    601,594    590,586
   Accrued interest receivable .............     10,629     10,629      9,182      9,182
Liabilities:
   Deposits ................................   $839,932   $842,984   $795,075   $792,089
   Federal funds, repurchase agreements,
        and notes payable ..................     69,658     70,338     79,140     79,119
   FHLB advances and other borrowings ......     40,978     40,924     32,058     31,703
   Accrued interest payable ................      4,584      4,584      4,090      4,090
</TABLE>
<PAGE>

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.

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, 2000 and 1999.  Estimated  maturities  are based upon
the average remaining contractual lives for each loan classification. Fair value
for nonperforming loans is based on the use of discounted cash flow techniques.

Accrued Interest Receivable

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

Deposit Liabilities

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

Federal Funds Purchased, Repurchase Agreements, and Notes Payable

The fair value of federal  funds  purchased,  repurchase  agreements,  and notes
payable is based on the discounted value of contractual cash flows. The discount
rate is estimated  using current rates on federal  funds  purchased,  repurchase
agreements, and notes payable with similar remaining maturities.

Federal Home Loan Bank (FHLB) 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.
<PAGE>

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 banks 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  banks'  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 banks' 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  banks 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,
2000,  that the Company and its subsidiary  banks exceeded all capital  adequacy
requirements to which they are subject.

As of December 31, 2000, the most recent  notifications  from primary regulatory
agencies  categorized  all the Company's  subsidiary  banks 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 banks' categories.
<PAGE>

The Company's and the Banks'  actual  capital  amounts and ratios as of December
31, 2000 and 1999 are presented in the following tables:
<TABLE>
                                                                                         To Be Well
                                                                                      Capitalized Under
                                                                     For capital      Prompt Corrective
                                                    Actual        Adequacy Purposes:  Action Provisions:
                                               ----------------   ------------------  ------------------
                                                Amount   Ratio     Amount     Ratio    Amount     Ratio
                                               ----------------   -----------------   ------------------
<S>                                            <C>       <C>      <C>         <C>     <C>         <C>
 As of December 31, 2000:
    Total capital
       (to risk-weighted assets)
       Consolidated ........................   $133,352   18.6%   $ 57,224     8.0%      N/A       10.0%
       BankIllinois ........................   $ 64,777   16.1%   $ 32,125     8.0%   $ 40,156     10.0%
       First National Bank of Decatur ......   $ 43,886   16.0%   $ 21,996     8.0%   $ 27,495     10.0%
       First Trust Bank of Shelbyville .....   $ 12,194   29.2%   $  3,339     8.0%   $  4,174     10.0%
    Tier I capital
       (to risk-weighted assets)
       Consolidated ........................   $124,474   17.4%   $ 28,612     4.0%        N/A      6.0%
       BankIllinois ........................   $ 59,698   14.9%   $ 16,062     4.0%   $ 24,093      6.0%
       First National Bank of Decatur ......   $ 40,449   14.7%   $ 10,998     4.0%   $ 16,497      6.0%
       First Trust Bank of Shelbyville .....   $ 11,869   28.4%   $  1,669     4.0%   $  2,504      6.0%
    Tier I capital
       (to average assets)
       Consolidated ........................   $124,474   11.6%   $ 42,982     4.0%        N/A      5.0%
       BankIllinois ........................   $ 59,698   10.7%   $ 22,403     4.0%   $ 28,004      5.0%
       First National Bank of Decatur ......   $ 40,449    9.5%   $ 16,952     4.0%   $ 21,190      5.0%
       First Trust Bank of Shelbyville .....   $ 11,869   16.3%   $  2,907     4.0%   $  3,634      5.0%
</TABLE>
<TABLE>
                                                                                         To Be Well
                                                                                      Capitalized Under
                                                                     For capital      Prompt Corrective
                                                    Actual        Adequacy Purposes:  Action Provisions:
                                               ----------------   ------------------  ------------------
                                                Amount   Ratio     Amount     Ratio    Amount     Ratio
                                               ----------------   -----------------   ------------------
<S>                                            <C>       <C>      <C>         <C>     <C>         <C>
As of December 31, 1999:
   Total capital
      (to risk-weighted assets)
      Consolidated .........................   $127,468   19.1%   $ 53,396     8.0%        N/A
      BankIllinois .........................   $ 58,366   14.7%   $ 31,669     8.0%   $ 39,586     10.0%
      First National Bank of Decatur .......   $ 39,249   16.8%   $ 18,677     8.0%   $ 23,346     10.0%
      First Trust Bank of Shelbyville ......   $ 12,223   34.7%   $  2,816     8.0%   $  3,520     10.0%
   Tier I capital
      (to risk-weighted assets)
      Consolidated .........................   $119,086   17.8%   $ 26,698     4.0%        N/A
      BankIllinois .........................   $ 53,383   13.5%   $ 15,834     4.0%   $ 23,752      6.0%
      First National Bank of Decatur .......   $ 36,325   15.6%   $  9,338     4.0%   $ 14,007      6.0%
      First Trust Bank of Shelbyville ......   $ 12,019   34.1%   $  1,408     4.0%   $  2,112      6.0%
   Tier I capital
      (to average assets)
      Consolidated .........................   $119,086   11.4%   $ 41,623     4.0%        N/A
      BankIllinois .........................   $ 53,383    9.7%   $ 21,916     4.0%   $ 27,395      5.0%
      First National Bank of Decatur .......   $ 36,325    8.9%   $ 16,371     4.0%   $ 20,464      5.0%
      First Trust Bank of Shelbyville ......   $ 12,019   17.3%   $  2,786     4.0%   $  3,482      5.0%

</TABLE>

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

None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The  information  in the  Company's  2001  Proxy  Statement  under  the  caption
"Election of  Directors"  and under the caption  "Security  Ownership of Certain
Beneficial Owners and Management" is incorporated by reference.  The information
regarding  executive  officers not provided in the 2001 Proxy Statement is noted
below.

Executive Officers

The term of office for the executive officers of the Company is from the date of
election until the next annual organizational meeting of the Board of Directors.
In addition to the information  provided in the 2001 Proxy Statement,  the names
and ages of the  executive  officers of the Company as of December 31, 2000,  as
well as the offices of the Company and the  Subsidiaries  held by these officers
on that date,  and principal  occupations  for the past five years are set forth
below.

Name                      Position with Main Street, its subsidiaries
(Age)                     and occupation for the last five years
--------------            ------------------------------------------------------
David B. White            Executive Vice President and Chief Financial
(Age 49)                  Officer of Main Street and BankIllinois;  Executive
                          Vice President and Chief Financial Officer
                          of BankIllinois Financial and BankIllinois (1993-2000)

Section 16(a) Beneficial Ownership Compliance

Section  16(a)  of  the  Securities  Exchange  Act of  1934  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 and with the exchange on which the shares of
common stock are traded.  These persons are also required to furnish the Company
with copies of all Section 16(a) forms they file.  Based solely on the Company's
review of the copies of such forms furnished to the Company and, if appropriate,
representations  made by any reporting  person  concerning  whether a Form 5 was
required  to be filed for 2000,  the  Company  is not aware of any  failures  to
comply with the filing requirements of Section 16(a) during 2000.

Item 11.  Executive Compensation

The  information  in the 2001  Proxy  Statement  under  the  caption  "Executive
Compensation" is incorporated by reference.

Item 12.  Security Ownership Of Certain Beneficial Owners And Management

The  information  in the  2001  Proxy  Statement  under  the  caption  "Security
Ownership  of Certain  Beneficial  Owners and  Management"  is  incorporated  by
reference.

Item 13.  Certain Relationships And Related Transactions

The information in the 2001 Proxy Statement under the caption "Transactions with
Management" is incorporated by reference.

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)   Index to Financial Statements

See page 29.

(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)      Reports on Form 8-K

The  Company  did not file any  Current  Reports  on Form 8-K  during the fourth
quarter of 2000.

(c)      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.

<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 30, 2001.

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 30, 2001.

/s/ John W. Luttrell
------------------------------
John W. Luttrell                           Chairman and Director

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

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

/s/ Phillips C. Wise
------------------------------
Phillip C. Wise                            Executive Vice President 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

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

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

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

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

/s/ Roy V. VanBuskirk
------------------------------
Roy V. VanBuskirk                          Director

H. Gale Zacheis
------------------------------
H. Gale Zacheis                            Director

<PAGE>

                             MAIN STREET TRUST, INC.

                                  EXHIBIT INDEX

                                       TO

                           ANNUAL REPORT ON FORM 10-K
<TABLE>

                                                      Incorporated
                                                        Herein by                     Filed
 Exhibit No.           Description                     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 November  30,
                                            1999  (SEC  File  No. 33-91759)

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

     4.1       Specimen common stock                                                     X
               certificate

     4.2       Second Amended and
               Restated Shareholders'
               Agreement, dated as of
               November 1, 2000                                                          X

    10.1       Employment Agreement         Exhibit 10.3 to the Registration
               for Gregory B. Lykins        Statement on Form S-4 filed with
                                            the Commission March 15, 1996, as
                                            amended (SEC File No. 33-90342)

    10.2       Employment Agreement         Exhibit 10.4 to the Registration
               for Van A. Dukeman           Statement on Form S-4 filed with
                                            the Commission March 15, 1996,
                                            as amended (SEC File No. 33-90342)

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

    21.1       Subsidiaries of the                                                       X
               Registrant

    23.1       Consent of McGladrey &                                                    X
               Pullen, LLP

    23.2       Consent of Olive LLP                                                      X
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