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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-KSB

|/x/ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934(Fee Required) 
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|/ / | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934(No Fee Required)

For
the fiscal year ended December 31, 2000

Commission
file number 0-13343

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ILLINI CORPORATION(Name of small business issuer in its charter)

Illinois(State of Incorporation)

37-1135429(I.R.S. Employer I.D. No.)

3200 West Iles Avenue
Springfield, Illinois 62707(Address of principal executive offices and zip code)

Issuer's
telephone number (217) 787-5111

Securities
registered pursuant to Section 12(b) of the Exchange Act: None

Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $10.00 per share(Title and Class)

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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/  No / /

Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form and no disclosure will 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-KSB or any amendment to this Form 10-KSB. /x/

The
Registrant's revenues for fiscal year 2000 were $19,990,000.

On
March 1, 2001, 571,789 shares of common stock were outstanding. The aggregate market value of such shares held by non-affiliates of the registrant was approximately $15,152,409
(based on the average of the bid and asked prices of securities traded as of March 1, 2001).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Corporation's definitive proxy statement for the 2001 Annual Meeting of Shareholders (the "Proxy Statement") are incorporated by reference into
Part III, hereof.

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TABLE OF CONTENTS

|           |  |                                                                                      |  | Page
|---------- |  | ------------------------------------------------------------------------------------ |  | ----
|Part I     |  |                                                                                     
|1.         |  | Description of Business                                                              |  | 3   
|2.         |  | Description of Properties                                                            |  | 8   
|3.         |  | Legal Proceedings                                                                    |  | 9   
|4.         |  | Submission of Matters to a Vote of Security Holders                                  |  | 11  
|Part II    |  |                                                                                     
|5.         |  | Market for Common Equity and Related Stockholder Matters                             |  | 12  
|6.         |  | Management's Discussion and Analysis of Financial Condition & Results of Operations  |  | 12  
|7.         |  | Financial Statements                                                                 |  | 30  
|8.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  | 55  
|Part III   |  |                                                                                     
|9.         |  | Directors, Executive Officers, Promoters and Control Persons                         |  | 56  
|10.        |  | Executive Compensation                                                               |  | 56  
|11.        |  | Security Ownership of Certain Beneficial Owners and Management                       |  | 56  
|12.        |  | Certain Relationships and Related Transactions                                       |  | 56  
|13.        |  | Exhibits and Reports on Form 8-K                                                     |  | 57  
|Signatures |  | 58                                                                                  

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PART I

ITEM 1.DESCRIPTION OF BUSINESS

Illini Corporation (or "Corporation"), a bank holding company as defined in the Bank Holding Company Act of 1956, as amended, was incorporated under the laws
of the State of Illinois in 1983. Illini Corporation presently operates two wholly owned subsidiary banks, Illini Bank, with 13 locations throughout four counties in central Illinois, and Farmers
State Bank of Camp Point, Camp Point, Illinois. Illini Corporation's executive offices are located at 3200 West Iles Avenue, Springfield, Illinois 62707, and its telephone number is 217/787-5111.

Illini
Corporation's management philosophy is to centralize overall corporate policies, procedures, and administrative functions and to provide operational support for the subsidiary
banks. While each location is allowed flexibility in responding to local market conditions and customer and community needs, Illini Corporation operates as a single business segment. Illini
Corporation is committed to being a well managed, profitable financial institution providing a broad range of financial services and products, as well as contributing to the economic and social
environment of its communities.

Illini
Bank ("Illini") is an Illinois state bank, which had total assets of $206.2 million at December 31, 2000. Illini maintains 13 banking facilities in the following Illinois
communities: Springfield, Lincoln, Auburn, Danvers, Divernon, Elkhart, Hudson, Mechanicsburg, Sherman, and Stonington. Farmers State Bank of Camp Point ("Camp Point") is an Illinois state bank, which
had total assets of $33.3 million at December 31, 2000. Camp Point maintains one banking facility located in Camp Point, Illinois.

Each
Bank offers their customers a wide variety of financial services and products. Deposit products include a variety of checking, NOW, money market, savings, investment sweep
accounts, and certificates of deposit. Lending products include short, intermediate, and long-term business and agricultural loans, commercial and residential real estate loans, personal and consumer
purchase loans, home equity loans, and personal secured and unsecured lines of credit. Additional product offerings include letters of credit, credit cards, notary services, safe deposit boxes, and
check imaging.

Illini
and Camp Point's deposit accounts are insured by the Federal Deposit Insurance Corporation (the "FDIC") under the Bank Insurance Fund ("BIF") to the maximum amount allowed by
law. Illini Corporation is supervised and regulated by the Board of Governors of the Federal Reserve ("FRB") and Illini and Camp Point are supervised and regulated by the FDIC and the Office of Banks
and Real Estate of the State of Illinois.



The activities and geographic markets in which Illini and Camp Point are engaged are highly competitive. Competition among financial institutions is based upon
interest rates offered on deposit accounts and on loans and other credit and service charges, the quality of services rendered, the convenience of banking facilities and, in the case of loans to large
commercial borrowers, relative lending limits.

Each
bank competes with other banks, savings and loan associations, credit unions, industrial loan associations, securities firms, insurance companies, small loan companies, finance
companies, mortgage companies, certain governmental agencies, and credit organizations.



Various federal and state banking laws and regulations affect the business of Illini Corporation. Illini Corporation is subject to supervision, regulation, and
periodic examination by the Board of Governors of the FRB. Illini Corporation's subsidiary banks are subject to supervision, regulation, and periodic examinations by the Commissioner of Banks and Real
Estate and the FDIC. The following is a

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summary of certain statutes and regulations affecting Illini Corporation, Illini and Camp Point. This summary is qualified in its entirety by such statutes and regulations, which are subject to change
based on pending and future legislation and action by regulatory agencies. Proposals to change the laws and regulations governing the operation of banks and companies which control banks and other
financial institutions are frequently raised in Congress. The likelihood of any major legislation and the impact such legislation might have on Illini Corporation, Illini or Camp Point is, however,
impossible to predict.



As a bank holding company, Illini Corporation is subject to regulation by the FRB under the Bank Holding Company Act of 1956, as amended (the "BHCA"). The BHCA
restricts the product range of a bank holding company by circumscribing the types of businesses it may own or acquire. The BHCA limits a bank holding company to owning and managing banks or companies
engaged in activities determined by the FRB to be closely related to banking. As described more fully in the "Recent Developments" section immediately following, a bank holding company that becomes a
financial holding company may engage in additional activities.

Among
the activities that the FRB has determined are closely related to banking are activities that are usual in connection with making, acquiring, brokering or servicing loans,
leasing personal or real property, engaging in trust company functions, acting as investment or financial advisor, providing securities brokerage services, certain management consulting and counseling
services, engaging in certain insurance agency activities and providing data processing services.

The
BHCA requires a bank holding company to obtain the prior approval of the FRB before acquiring substantially all of the assets or direct or indirect ownership or control of more
than five percent of the voting shares of a bank or a bank holding company or merging or consolidating with any other bank holding company.

Under
the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act"), since September 29, 1995, the FRB is permitted, under specified circumstances,
to approve the acquisition by a bank holding company located in one state of a bank or a bank holding company located in another state, without regard to most prohibitions contained in state law.

The
Riegle-Neal Act permits states to require that a target bank have been in operation for a minimum period, up to five years, and to impose non-discriminatory limits on the
percentage of the total amount of deposits with insured depository institutions in the state which may be controlled by a single bank or bank holding company. In addition, the Riegle-Neal Act imposes
federal deposit concentration limits (10% of nationwide total deposits, and 30% of total deposits in the host state on applications subsequent to the applicant's initial entry to the host state), and
adds new statutory conditions to FRB approval, e.g., the applicant is adequately capitalized and adequately managed.

The
Riegle-Neal Act also authorized, effective June 1, 1997, the federal banking regulators to approve applications for mergers of depository institutions across state lines without
regard to whether such activity is contrary to state law. Any state could, however, by adoption of a non-discriminatory law after
September 29, 1994 and before June 1, 1997, elect to opt-out of the provision. The effect of opting out is to prevent banks chartered by, or having their main office located in, such state from
participating in any interstate branch merger. Each state was permitted to retain a minimum age requirement of up to five years, a non-discriminatory deposit cap, and non-discriminatory notice or
filing requirements. The responsible federal agency will apply the same federal concentration limits and capital and management adequacy requirements noted above with respect to BHCA applications.
Only Texas opted-out of the interstate merger provision.

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While Illinois adopted legislation to opt-in to the interstate merger provision, unlike some states and as permitted by federal law, Illinois law does not authorize the establishment
of de novo branches or the purchase by an out-of-state bank of one or more branches of a bank with its main office in Illinois. Since the laws of the various states which do authorize de novo branches
or branch purchases normally have reciprocity provisions, Illinois state-chartered banks generally are not able to establish or acquire branches in other states except through the merger with a bank
in another state.

Branches
acquired in a host state by both out-of-state state-chartered and national banks will be subject to community reinvestment, consumer protection, fair lending, and interstate
branching laws of the host state to the same extent as branches of a national bank having its main office in the host state. Among other things, the Riegle-Neal Act also preserves state taxation
authority, prohibits the operation by out-of-state banks of interstate branches as deposit production offices, imposes additional notice requirements upon interstate banks proposing to close branch
offices in a low or moderate-income area, and creates new Community Reinvestment Act evaluation requirements for interstate depository institutions.

The
Gramm-Leach-Bliley Act ("GLB Act") was enacted in November 1999. Under the GLB Act , bank holding companies that meet certain standards are permitted to engage in a wider range of
activities than has been permitted up to now, including securities and insurance activities. Specifically, a bank holding company that elects to become a "financial holding company" may engage in any
activity that the Federal Reserve Board, in consultation with the Secretary of the Treasury, determines is (i) financial in nature or incidental thereto, or (ii) complementary to any such
financial-in-nature activity,providedthat such complementary activity does not pose a substantial risk to the safety and soundness of depository
institutions or the financial system generally. A bank holding company may elect to become a financial holding company only if each of its depository institution subsidiaries is well-capitalized,
well-managed, and has a Community Reinvestment Act rating of "satisfactory" or better at its most recent examination.

This
new law specifies many activities that are financial in nature, including lending, exchanging, transferring, investing for others, or safeguarding money or securities;
underwriting and selling
insurance; providing financial, investment, or economic advisory services; underwriting, dealing in, or making a market in securities; and those activities currently permitted for bank holding
companies that are so closely related to banking, or managing or controlling banks, as to be proper incident thereto.

The
GLB Act changes federal laws to facilitate affiliation between banks and entities engaged in securities and insurance activities. The law also establishes a system of functional
regulation under which banking activities, securities activities, and insurance activities conducted by financial holding companies and their subsidiaries and affiliates will be separately regulated
by banking, securities, and insurance regulators, respectively.

The
GLB Act affects many other changes to federal law applicable to Illini Corporation, Illini, and Camp Point. One of these changes is a requirement that financial institutions take
steps to protect customers' "nonpublic personal information." Regulations involving "nonpublic personal information" were promulgated in November 2000, and compliance by financial institutions is
required by June 30, 2001. Illini Corporation and its subsidiaries are working diligently to complete the implementation and integration necessary to reach full compliance by the approaching deadline.



Illini Corporation's principal source of income is the payment of dividends on the stock of the banks owned by Illini Corporation. Illinois law restricts the
Bank's ability to pay these dividends. Under the Illinois Banking Act, no dividend may be declared by an Illinois state-chartered bank (i) except out of the bank's net profits and (ii) unless the bank
has transferred to surplus at least one-tenth of its net profits since the date of the declaration of the last preceding dividend, until the amount of its surplus is

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at least equal to its capital. Net profits under the Illinois Banking Act must be adjusted for losses and bad debts (i.e. debts owing to the bank on which interest is past due and unpaid for a period
of six months or more unless such debts are well secured and in the process of collection).

Under
the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), no insured depository institution may declare any dividend if, following the payment of such
dividend, the institution would be undercapitalized.



Illini Bank, Camp Point and Illini Corporation are affiliates of each other and, as such, are subject to certain federal restrictions on loans and extensions
of credit to Illini Corporation, on investments in Illini Corporation and its affiliates' securities, on acceptance of such securities as collateral for loans to any borrower and on leases and
services and other contracts between the banks and Illini Corporation. Additionally, regulations allow each Bank to extend credit to the executive officers, directors, and principal shareholders or
their related interests only if the loan is made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with
non-insiders. Moreover, loans to insiders must not involve more than the normal risk or repayment or present other unfavorable features and must, in certain circumstances, be approved in advance by a
majority of the entire board of directors of each bank. The aggregate amount that can be lent to all insiders is limited to each banks unimpaired capital and surplus. There are additional limitations
on the amount of loans that can be made to each banks' executive officers.



Deposits held by Illini and Camp Point are insured, to the extent permitted by law, by the Bank Insurance Fund ("BIF") administered by the FDIC. A minimum
designated reserve ratio of 1.25 percent of insured deposits has been established for the BIF. However, the FDIC may set a higher designated reserve ratio if circumstances raise a significant risk of
substantial future losses to the BIF. Assessment rates are established sufficient to maintain reserves at the designated reserve ratio or, if the ratio is less than the designated ratio, to increase
the ratio to the designated ratio within a reasonable period of time.

As
required under FDICIA, the FDIC has established a system of risk-based deposit insurance premiums. Under this system each insured institution's assessment is based on the
probability that the BIF will incur a loss related to that institution, the likely amount of the loss, and the revenue needs of the BIF.

Under
the current risk-based assessment system, a depository institution pays an assessment of between 0 cents and 27 cents per $100 of insured deposits based on its capital level and
risk classification. To arrive at a risk-based assessment for an insured institution, the FDIC places it in one of nine risk categories using a two step analysis based first on capital ratios and then
on relevant supervisory information.

In
addition, pursuant to the Deposit Insurance Funds Act of 1996, the FDIC imposed a special assessment on bank deposits at a rate not tied to risk classification in order to service
debt on the Financing Corporation (FICO) bonds issued in connection with the federal government's bail out of the thrift industry. Any further significant changes in the deposit insurance assessment
rate imposed by the FDIC could have a material effect on the earnings of Illini Corporation.



The FRB has imposed risk-based capital guidelines applicable to Illini Corporation. These guidelines require that bank holding companies maintain capital
commensurate with both on and off

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balance sheet credit and other risks of their operations. Under the guidelines, a bank holding company must have a minimum ratio of total capital to risk-weighted assets of 8 percent. In addition, a
bank holding company must maintain a minimum ratio of Tier 1 capital equal to 4 percent of risk-weighted assets. Tier 1 capital includes common shareholders' equity, qualifying perpetual preferred
stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill. As a supplement to risk-based capital requirements, the FRB has also imposed leverage capital ratio
requirements. The leverage ratio requirements establish a minimum required ratio of Tier 1 capital to total assets less goodwill of 3 percent for the most highly rated bank holding companies. All
other bank holding companies are required to maintain additional Tier 1 capital yielding a leverage ratio of 4 percent to 5 percent, depending on the particular circumstances and risk profile of the
institution. Refer to the Capital Resources Section of Item 6 and Note 17 included under Item 7 for a summary of Illini Corporation's capital ratios as of December 31, 2000 and 1999.

Each
bank is also subject to risk-weighted capital standards and leverage measures, which are similar, but in some cases not identical, to the requirements for bank holding companies,
which apply to Illini Corporation. At December 31, 2000 Illini and Camp Point met all applicable capital requirements. Under FDICIA, the federal bank regulators must take various specified prompt
corrective actions based on levels of an insured depository institution's capital that are below the adequately capitalized level. These prescribed actions increase restrictions on the institution as
its capital declines.



As required by federal law, the federal banking regulators have adopted interagency guidelines (the "Guidelines") establishing standards for safety and
soundness for depository institutions on matters such as internal controls, internal audit systems, loan documentation, credit underwriting, interest rate
risk exposure, asset growth and quality, earnings, and compensation and other benefits. In general, the Guidelines prescribe the goals to be achieved in each area, and each institution will be
responsible for establishing its own procedures to achieve these 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. Failure to submit an acceptable compliance plan, or failure to adhere to a compliance plan that has
been accepted by the appropriate regulator, would constitute grounds for further enforcement action.

The
Federal Deposit Insurance Act generally requires all depository institutions to be examined annually by the banking regulators. Depository institutions with assets of $250 million
or less which are well capitalized, well managed, have a CAMELS rating of 1 (or a CAMELS rating of 2 for institutions with assets of $100 million or less), are not subject to a formal enforcement
proceeding or order and have not undergone a change in control in the previous twelve months are eligible to be examined every eighteen months. FDIC regulations also require insured depository
institutions having $500 million or more in total assets to prepare annual financial statements which are audited by an independent public accountant, to have an audit committee comprised solely of
outside directors, and to hire outside auditors to evaluate the institution's internal control structure. For institutions that are subsidiaries of bank holding companies, the financial statement
requirement can be satisfied by audited financial statements of the consolidated bank holding company. Other audit related requirements for subsidiary institutions that have total assets of less than
$5 billion or assets of $5 billion or more and a composite CAMELS rating of 1 or 2 also may be satisfied by the parent bank holding company. The FDIC, in adopting the regulations, reiterated its
belief that every depository institution, regardless of size, should have an annual independent audit and an independent audit committee.

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The business of commercial banks, such as Illini and Camp Point is affected by monetary and fiscal policies of various regulatory agencies, including the FRB.
Among the regulatory techniques available to the FRB are open market operations in United States Government securities, changing the discount rate for member bank borrowings, and imposing and changing
the reserve requirements applicable to member bank deposits and to certain borrowings by member banks and their affiliates (including parent companies). These policies influence to a significant
extent the overall growth and distribution of bank loans, investments and deposits and the interest rates charged on loans, as well as the interest rates paid on savings and time deposits.

The
monetary policies of the FRB have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. In view of
constantly changing conditions in the national economy and the money market, as well as the effect of acts by the monetary
and fiscal authorities, including the FRB, no definitive predictions can be made by Illini Corporation or the banks as to future changes in interest rates, credit availability, deposit levels, or the
effect of any such changes on Illini Corporation's or the banks operations and financial condition.



As of December 31, 2000, Illini Corporation, Illini and Camp Point had 99 total employees and 74 full-time employees.



|                                                                        |  | Page(s)
|----------------------------------------------------------------------- |  | -------
|Consolidated Average Balances, Interest Income/Expense and Yields/Rates |  | 22 & 23
|Rate/Volume Variance Analysis                                           |  | 21     
|Investment Securities Available for Sale                                |  | 12     
|Investment Securities Available for Sale Maturity Schedule              |  | 14     
|Loan Portfolio                                                          |  | 14     
|Selected Loan Maturity and Interest Rate Sensitivity                    |  | 15     
|Nonperforming Assets                                                    |  | 26     
|Summary of Loan Loss Experience                                         |  | 25     
|Allocation of Allowance for Loan Losses                                 |  | 25     
|Maturities of Time Deposits                                             |  | 16     
|Return on Equity and Assets                                             |  | 20     
|Interest Rate Sensitivity Analysis                                      |  | 17     
|Noninterest Income                                                      |  | 27     
|Noninterest Expense                                                     |  | 28     

ITEM 2.DESCRIPTION OF PROPERTIES

Illini Corporation's corporate offices are located at 3200 West Iles Avenue, Springfield, Illinois. Illini owns 11 and leases two of the banking offices at
which it operates. Illini operates four banking offices in Springfield, Illinois and one each in the following Illinois communities: Auburn, Danvers, Divernon, Elkhart, Hudson, Lincoln, Mechanicsburg,
Sherman, and Stonington. Illini leases space for the banking offices in Lincoln, and 615 W. Jefferson, Springfield. Camp Point owns and operates one office in Camp Point, Illinois, located at 206 E.
Wood Street.

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ITEM 3.LEGAL PROCEEDINGS

Mary Quinn v. Illini Corporation and Illinois Stock Transfer Co.,Sangamon County Case No. 98 CH 240

Illini
Corporation adopted a Shareholder Rights Agreement on June 20, 1997, and named Illinois Stock Transfer Company ("ISTC") as its rights agent thereunder. Illini Corporation was
notified in May 1998 of a threatened complaint against ISTC by an Illini Corporation shareholder. The shareholder, Mary K. Quinn ("Quinn"), who owns 21 shares of stock in Illini Corporation, filed
suit against ISTC on June 9, 1998 in the Seventh Judicial Circuit Court, Sangamon County, Illinois. Quinn sought to compel ISTC to distribute rights certificates to Illini Corporation's shareholders
and further sought to certify all Illini Corporation shareholders as a class. Quinn asserted that Ida R. Noll became an acquiring person under the Rights Agreement on April 16, 1998, and that the
Rights Agreement was triggered. IST has vigorously contested Quinn's assertions that Ida R. Noll was an acquiring person, that the Rights Agreement had been triggered, and that ISTC had a duty to
distribute rights certificates.

On
June 9, 1998, Quinn filed a Motion to Certify the Class, which was granted on December 29, 1998. On January 13, 1999, Quinn filed an Amended Complaint adding Illini Corporation as
a defendant to her action. Both Illini Corporation and ISTC answered the Amended Complaint and denied that Ida R. Noll was an acquiring person. Quinn asserted that she was entitled to recover her
attorneys' fees from Illini Corporation and ISTC.

Quinn
filed a Motion for Summary Judgment that asked the Court to determine as a matter of law that Ida R. Noll became an acquiring person on April 16, 1998, that the Rights Agreement
was triggered as a result and that Illini Corporation and ISTC had a duty to distribute rights certificates to all shareholders as of April 16, 1998, except for Ida R. Noll. Illini Corporation opposed
Quinn's Motion for Summary Judgment, which was heard by the Court on June 18, 1999. On June 29, 1999, the Court entered an Opinion and Order denying Quinn's Motion for Summary Judgment.

On
or about May 6, 1999, counsel for Quinn advised Illini Corporation's counsel of her intent to seek an injunction that would preclude Illini Corporation from completing its
acquisition of the Farmers State Bank of Camp Point (Camp Point), pending further order of the Court. Quinn subsequently filed
a Motion for Preliminary Injunction and a Memorandum of Law in Support of her Motion. Quinn argued that the class (consisting of all Illini Corporation's shareholders as of April 16, 1998, except for
Ida R. Noll) would be irreparably harmed if the Camp Point merger closed prior to a determination on the merits of her suit. Illini Corporation filed extensive briefs in opposition to the Motion for
Preliminary Injunction, and the Court heard the Motion on July 1, 1999. The Court entered a written Order on July 13, 1999, denying the Motion for Preliminary Injunction.

Quinn's
counsel filed a Motion for Reconsideration of the Orders denying Quinn's Motion for Summary Judgment and Motion for Preliminary Injunction. Illini Corporation and ISTC filed a
Motion for Summary Judgment on August 25, 1999. At a hearing held on October 18, 1999, the Court granted Illini Corporation and ISTC's Motion for Summary Judgment and denied Quinn's Motion for
Reconsideration. An Order was subsequently entered on January 12, 2000.

Quinn's
counsel announced on October 18, 1999, the intention to petition the Court for an order directing Illini Corporation and ISTC to pay Quinn's attorneys' fees pursuant to the
attorney fee provision of the Rights Agreement. Quinn's fee petition was heard and denied. Quinn has filed a pending appeal as to all adverse orders. The Corporation is vigorously contesting the
appeal. Oral argument was held before the Illinois Appellate Court for the Fourth District on July 18, 2000.

On
July 31, 2000, the Appellate Court issued an order reversing the trial court's order granting summary judgment to Illini Corporation and remanding the case for trial. The Appellate
Court found that genuine issue of material fact remained concerning whether the Illini Corporation board of directors acted in good faith (1) in determining on April 30, 1998 that Ida Noll's
acquisition of shares

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was inadvertent and (2) in amending the agreement on June 30, 1998. The Appellate Court also reversed the trial court's order denying Quinn's request for costs, expenses and attorneys fees, finding
that the fee provision of the Rights Agreement did not require one who brought an action to enforce the agreement to prevail in that action in order to recover fees. As of December 31, 2000, Illini
Corporation has accrued its best estimate as a contingency reserve for this litigation to cover expenses and attorneys fees, although such amounts shall be subject to further discovery.

The
case has been remanded to the trial court. The trial court has permitted Quinn to add Mrs. Noll as a party to the action. The parties have agreed to a stay of the proceeding
during a period of negotiation to settle the case.

Ida R Noll v. Illini Corporation, et al.,Sangamon County Case No. 98 MR 226

On
or about July 17, 1998, Ida R. Noll ("Noll") filed a 14 count complaint against Illini Corporation and all members of Illini Corporation's Board of Directors serving at that time,
except William Walschleger, Jr., in the Seventh Judicial Circuit, Sangamon County, Illinois. On September 28, 1998, Judge Carmody dismissed the complaint and granted Noll 21 days to file an Amended
Complaint. Noll filed an Amended Complaint on October 19, 1998. The Amended Complaint was also dismissed, but Noll was granted leave to file a Second Amended Complaint. Illini Corporation and the
directors answered the Second Amended Complaint.

The
Second Amended Complaint arose out of Illini Corporation's adoption of a Shareholder Rights Agreement on June 20, 1997, Illini Corporation's subsequent adoption of a First
Amendment to the Rights Agreement on July 1, 1998, and the Noll's assertion that she became an "acquiring person" under the Rights Agreement on April 16, 1998. Noll sought declaratory and injunctive
relief from Illini Corporation and the directors regarding the alleged triggering of the Rights Agreement. Noll also challenged the enforceability and validity of the First Amendment to the Rights
Agreement. Noll sought compensatory and punitive damages against the directors arising out of the directors' alleged breaches of fiduciary duty committed in connection with the Rights Agreement and
the First Amendment to the Rights Agreement. Noll sought recovery of her attorneys' fees and costs in connection with her action, alleging attorneys' fees through October 23, 1998 of approximately
$50,000 and expenses of approximately $5,000. Illini Corporation and the directors vigorously contested and opposed the allegations.

On
July 6, 1999, Illini Corporation adopted a Second Amendment to its Shareholder Rights Agreement. Illini Corporation moved on August 31, 1999, for summary judgment as to the counts
of the Second Amended Complaint directed against it. Illini Corporation's motion argued that the adoption of the Second Amendment rendered the case against it moot. The Defendant directors also filed
on or about September 15, 1999, a Joint Motion for Summary Judgment as to the counts directed against them. On October 18, 1999, after denying Noll's motion to continue the hearing, the Court granted
both motions. Counsel for the Defendants submitted written orders granting the Defendants' summary judgment motions, which were entered by the Court on January 12, 2000.

Noll's
counsel filed a petition for payment of her attorneys' fees by Illini Corporation, which was heard on December 9, 1999. The Court denied Noll's fee petition. Noll filed a
Motion for Reconsideration of the Orders granting the Defendants' Motions for Summary Judgment and denying attorneys' fees. Hearing on that Motion was held on April 11, 2000, and the Court denied the
Motion. Noll has appealed to the Illinois Appellate Court where the appeal is now pending. Consideration of the appeal has been stayed by stipulation of the parties and as ordered by the Appellate
Court pending negotiations to settle this case.

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Ida R. Noll v. Ernest H. Huls, Illini Corporation, et al,Sangamon County Case No. 99 CH 196

On
or about April 22, 1999, Ida R. Noll ("Noll") filed a new lawsuit against Illini Corporation, Illinois Stock Transfer Company, Ernest H. Huls and Farmers State Bank of Camp Point
in the Seventh Judicial Circuit Court, Sangamon County, Illinois. The Complaint sought specific performance of the Rights Agreement alleging that Ernest Huls became an acquiring person under the
Rights Agreement by reason of his right to receive shares of Illini Corporation common stock pursuant to an Agreement and Plan of Reorganization between Illini Corporation and the Farmers State Bank
of Camp Point. Noll sought to compel Illini Corporation and ISTC to distribute rights certificates to all shareholders of Illini Corporation, except for Mr. Huls. Illini Corporation strongly disputes
Noll's assertion that Ernest Huls has become an acquiring person under the Rights Agreement.

In
June 1999, Illini Corporation and ISTC filed a joint Motion to Dismiss Noll's Complaint on the grounds that the alleged acquiring person, Ernest Huls, was not a beneficial owner of
a substantial block of Illini Corporation common stock. The Motion to Dismiss was scheduled for hearing on July 20, 1999, but on July 16, 1999, Noll's counsel moved for a substitution of judges.
Illini Corporation and ISTC opposed substitution, but the court granted the motion.

The
case has been reassigned to Judge Tim Olson. Briefing of the Motion to Dismiss was completed, but the Court continued the hearing on the Motion to Dismiss. Judge Olson recused
himself just prior to a scheduled case management conference on March 9, 2000. The case has been reassigned to Chief Judge Thomas Russell. On June 1, 2000 Judge Russell reconsidered Judge Olson's
ruling granting the Plaintiff's Motion to Continue. Judge Russell set Illini's Motion to Dismiss for hearing on July 21, 2000. On that date Judge Russell heard argument on Illini's Motion to Dismiss
as well as on Plaintiff's Petition for Discovery, which had been filed on July 18, 2000. On October 6, 2000, the Court granted Illini's Motion to Dismiss all pending counts with prejudice, but
reserving the issue of Plaintiff's attorney's fees. On October 10, 2000, the Court entered a docket order denying Plaintiff's Petition for Discovery. Plaintiff has moved for reconsideration of the
dismissal and that motion is now pending. The parties have agreed to a stay of the proceedings during a period of negotiation to settle the case.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of 2000.

11

---

PART II.

ITEM 5.MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The common stock of Illini Corporation is traded on an infrequent basis on the Nasdaq over the counter bulletin board (OTCBB). The following table sets forth
the high and low bid prices by calendar quarter of the common stock of Illini Corporation. The prices shown do not reflect retail mark-ups, markdowns, or commissions and may not represent actual
transactions.

2000

High

Low

Cash
Dividends
Declared1st Quarter

$
30.50

$
25.00

$
.252nd Quarter


30.00


25.00


.253rd Quarter


30.00


25.00


.254th Quarter


30.00


21.50


.25


1999

High

Low

Cash
Dividends
Declared1st Quarter

$
29.00

$
28.75

$
.252nd Quarter


29.00


29.00


.253rd Quarter


30.50


29.00


.254th Quarter


30.50


30.00


.25


As
of December 31, 2000, there were 1,410 shareholders of record of Illini Corporation common stock.

In
2000 and 1999, Illini Corporation issued $1.00 per share in dividends, which resulted in $571,789 in 2000 and $479,289 in 1999. Due to its status as a bank holding company, Illini
Corporation's ability to issue dividends is restricted by regulatory provisions set forth in "Item 1. Description of BusinessSupervision and RegulationDividend Restrictions"
which is incorporated by reference herein.

ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion highlights the significant factors affecting the operations and financial condition of Illini Corporation for the two fiscal years
ended December 31, 2000 and December 31, 1999. The discussion should be read in conjunction with the consolidated financial statements, accompanying notes, and selected financial data as set forth in
"Item 7. Financial Statements" which is incorporated by reference herein.

Illini
Corporation cautions that any forward looking statements contained in this report, in a report incorporated by reference to this report, or made by management involve estimates
and uncertainties and are subject to change based upon various important factors. Actual results for 2001 and beyond could differ materially from results expressed or implied by forward looking
statements in this report.



Management is pleased with the operational results in 2000. The completion of the reengineering of Illini's operational design and the acquisition of Camp
Point were instrumental in results achieved. Net income for 2000 was $1,694,632. The increase in earnings resulted from the sale of two offices in Menard County and the associated deposits, which
accounted for a net gain of $708,000, after tax. Subtracting the gain, net income from operations would have been $986,632, or $1.73 per share. This

12

---

represents an increase of 46.77% over 1999 net income of $672,211. The increase in earnings over 1999 was also the result of a focused sales effort that increased loan balances, and the efficiency
from the stabilization of Illini's overhead structure. Interest and fee income on loans increased $3,967,610 in 2000 to $13,084,094.

Operating
expenses increased $1,136,000 in 2000, and can be attributed to the Camp Point acquisition, increased incentive compensation and benefits for employees, cost of living
adjustments to base salaries, increased data processing and equipment expense, marketing and advertising increases, correspondent processing and operating increases, and increased director and
regulatory fees.

Due
to the growth in 1999 and 2000 management completed a Trust Authorized Preferred Securities (TAPS) issue on February 22, 2001. The issue increased cash balances $9.0 million. The
Federal
Reserve Board allows the TAPS to be included in a bank holding company's Tier 1 Capital, limited to 25% of Tier 1 capital. The proceeds from this issue will allow Illini to further execute its
business plan.

Management
continues to focus on maintaining high credit quality, reducing overhead costs, increasing revenues through targeted sales efforts, and continued development of our
associates through the execution of our business plan.

The
following table details changes in Illini Corporation's net income per share over the last two fiscal years.

Change in Earnings Per Share (EPS)
for 2000 and 1999

2000-99

1999-98Per shareNet income prior period

$
1.45

$
1.40Change in EPS attributable to change in:Net interest income


0.18


1.52Provision for loan losses


(0.35
)

(0.14
)Noninterest income


1.28


(0.96
)Noninterest expense


1.07


(0.02
)Income tax expense


(0.67
)

(0.35
)Net increase (decrease)


1.51


0.05Net income current period

$
2.96

$
1.45




Average assets were $227.1 million in 2000, an increase of $53.8 million, or 31.0%, from 1999. The acquisition of Camp Point contributed $27.1 million to the
total increase of $53.8 million in average assets. Average loans were $149.5 million in 2000, an increase of $44.2 million, or 42.0%, from 1999. Management believes the increase in loan volume is an
expected outcome from the reengineering of the Corporation and efforts to aggressively pursue new loan relationships in both retail and commercial loan services. Average deposits were $202.1 million
in 2000, an increase of $48.8 million, or 31.8%, from 1999. We believe this trend of growth will continue as our product offerings become more sophisticated and the level of merger and acquisition
activity continues to rise.

13

---



Total securities as of December 31, 2000 were $54.6 million, a decrease of $2.4 million, or 4.2%, over the prior year-end. At December 31, 2000 and 1999, the
total securities portfolio comprised 22.8% and 26.3% respectively of total assets.

Illini
Corporation's investment strategy is to maximize portfolio yields commensurate with credit risk and liquidity considerations. The decision to purchase or sell securities is
based upon the current assessment of economic and financial conditions, including the interest rate environment. Approximately $8.9 million, or 16.3%, of the securities portfolio at December 31, 2000
matures or reprices within one year. Scheduled maturities and the prepayment of mortgage-backed securities represent a source of liquidity for Illini and Camp Point, as well as federal funds sold,
federal funds purchased lines, and lines of credit established at other banks which are discussed further in the Liquidity section of this report.

Mortgage-backed
securities as of December 31, 2000 totaled $27.3 million and represent 50.0% of total securities. The distribution of mortgage-backed securities include $15.6 million
of U.S. government agency mortgage-backed pass through securities and $11.7 million of private issue collateral mortgage obligations, all of which are rated AAA.

At
December 31, 2000, securities available for sale totaled $54.6 million. There were no securities classified as held to maturity or trading at the end of 2000 or 1999. The
securities available for sale portfolio at the end of 2000 included gross unrealized gains of $870,000 and gross unrealized losses of $348,000, of which the combined effect, net of tax, is included as
an unrealized gain in stockholders' equity. For comparative purposes, at December 31, 1999, gross unrealized gains of $91,000 and gross unrealized losses of $1,001,000 were included in the securities
available for sale portfolio, which is set forth in "Item 7. Financial StatementsNote 5" which is incorporated by reference herein.



The maturities and weighted average yields of the investment portfolio at the end of 2000 are presented in the following table. Maturities of private
mortgage-backed securities are based on their average expected lives and include the effects of anticipated prepayments. All other securities are listed
at their actual maturity or contractual repricing interval. The amounts and yields disclosed reflect the net carrying value, which is the same as fair value. Taxable equivalent adjustments, using a
34% tax rate, have been made in calculating yields on tax-exempt obligations.

The
securities portfolio at December 31, 2000, contained, in the aggregate, securities of the City of Litchfield that had a book or market value in excess of 10% of shareholders'
equity of Illini Corporation. Excluding those issued by the United States government, or its agencies or corporations there were no other securities of an issuer with an aggregate book or market value
in excess of 10% of shareholders' equity of Illini Corporation.

14

---



Maturities and Yield of Securities

Total

Weighted Average
Tax Equivalent Yield(dollars in thousands)U.S. Treasury securities:0 to 1 year

$
1,000

5.63
%1 to 5 years


756

6.32Total

$
1,756

5.93
%U.S. government agencies:0 to 1 years

$
2,703

6.45
%1 to 5 years


6,096

6.965 to 10 years


1,997

6.82Total

$
10,796

6.80
%Mortgage-backed securities and collateralized mortgage obligations:0 to 1 year

$
1,407

6.12
%1 to 5 years


20,627

6.465 to 10 years


2,317

6.24Over 10 years


2,952

5.99Total

$
27,303

6.37
%States of the U.S. and political subdivisions:0 to 1 year

$
1,189

6.23
%1 to 5 years


2,593

8.175 to 10 years


6,794

8.01Over 10 years


3,502

9.25Total

$
14,078

8.20
%FHLB stock and other equity securities, no stated maturity

$
669

Total securities:0 to 1 year

$
6,299

6.20
%1 to 5 years


30,072

6.705 to 10 years


11,108

7.43Over 10 years


6,454

7.76No stated maturity


669Total

$
54,602

6.92
%




Illini Corporation's loan portfolio consists of a diverse variety of loan types within the following major categories: commercial real estate, residential real
estate, consumer, commercial, and agricultural loans.

Net
loans increased $32.8 million from $134.0 million as of December 31, 1999 to $166.8 million as of December 31, 2000. Average total loans increased $44.2 million from $105.3
million in 1999 to $149.5
million in 2000. The acquisition of Camp Point contributed $15.3 million to the total increase of $44.2 million in average loans. Growth in the loan portfolio resulted primarily from management's

15

---

priority on evaluating and managing credit risk in existing loan relationships and new business development.

The
largest increase was in commercial real estate loans for which the average balance increased $18.5 million to $60.6 million in 2000. Commercial loans increased $8.9 million to
$23.8 million. Residential real estate loans increased $7.3 million to $33.2 million. Agricultural loans increased $4.2 million to $12.7 million. Agricultural real estate loans increased $3.7 million
to $7.4 million and consumer loans increased $1.5 million to $11.1 million.

All
of Illini Corporation's loans are domestic. Illini Corporation does not currently engage in foreign loans, lease financing, or loans to financial institutions. Additionally,
Illini Corporation does not have any concentration of loans exceeding 10% of total loans, which are not otherwise disclosed under "types of loans."

Each
major type of loan will normally have different risk elements. Real estate loans and installment loans to individuals can be affected by the general strength of the economy in a
given geographical area. A wide range of economic and other factors can impact the businesses to which commercial loans are extended. Such things as drought, floods, U.S. and foreign market prices,
and federal government subsidies and programs can affect agricultural loans. Illini Corporation's susceptibility to these risk elements has decreased as prior deficiencies in overall loan portfolio
management and credit risk management systems and controls have been corrected.



A summary of loans by type as of December 31, 2000 and 1999 is set forth in "Item 7. Financial StatementsNote 6" which is incorporated by
reference herein.



$50.3 million, or 29.8%, of Illini and Camp Point's loan portfolios reprice within one year. $151.1 million, or 89.4%, of the portfolio reprices within five
years. The relatively short duration of the loan portfolio requires diligence on the part of management to replace and/or renew maturing loans more frequently. However, it benefits the banks by
decreasing its susceptibility to rising interest rates and by allowing management more frequent opportunities to reassess and adjust loan agreements with borrowers and to exit deteriorating loan
relationships. 59.2% of commercial, financial, and agricultural loans mature within one year.

16

---



|                                        |  | Maturity
|--------------------------------------- |  | --------
|
|
|Commercial, financial, and agricultural |  | $       
|Real estate construction                |  |         
|                                        |  |         
|                                        |  | $       
|                                        |  |         

|                                          |  | Interest Sensitivity
|----------------------------------------- |  | --------------------
|
|
|Loans due after one but within five years |  | $                   
|Loans due after five years                |  |                     
|                                          |  |                     
|                                          |  | $                   
|                                          |  |                     



|                                      |  | Average Balances of Deposits and
Cost of Funds |        
|------------------------------------- |  | ---------------------------------------------- | -------
|
|
|
|Noninterest bearing demand deposits   |  | $                                              | 29,780 
|NOW and money market deposit accounts |  |                                                | 52,316 
|Savings deposits                      |  |                                                | 17,858 
|Time deposits                         |  |                                                | 102,187
|                                      |  |                                                |        
|                                      |  | $                                              | 202,141
|                                      |  |                                                |        

|                     |  | Maturity of Time Deposits
Greater Than $100,000
At December 31, 2000
|-------------------- |  | --------------------------------------------------------------------
|
|
|Three months or less |  | $                                                                   
|Three to six months  |  |                                                                     
|Six to twelve months |  |                                                                     
|Over twelve months   |  |                                                                     
|                     |  |                                                                     
|                     |  | $                                                                   
|                     |  |                                                                     

Included
in the above table in other time deposits is a State of Illinois deposit in the amount of $10.2 million that funds the State of Illinois agricultural loan production program
for Illini Bank. It is anticipated that this deposit will be renewed upon its maturity date April 3, 2001.

Average
deposits increased $48.8 million, or 31.8%, to $202.1 million in 2000. Due to the increase in deposits required to fund loan growth, management increased deposit rates to
attract new deposits.

17

---

Illini and Camp Point's overall cost of funds related to deposits increased 54 basis points to 4.05% in 2000. From December 31, 1999 to December 31, 2000 noninterest bearing accounts increased $3.2
million to $32.7 million, NOW and Money Market accounts were up $2.3 million to $52.6 million, Time Deposits increased $4.1 million to $101.3 million, and savings decreased $1.9 million to $16.7
million in 2000. Total deposits increased $7.6 million, or 3.9%, to $203.3 million at December 31, 2000.



Liquidity represents the availability of funding to meet obligations to depositors, borrowers, and creditors at a reasonable cost without adverse consequences.
Accordingly, the liquidity position is influenced by the funding base and asset mix.

Illini
Corporation requires adequate liquidity to pay its expenses and pay stockholder dividends. Liquidity is provided to Illini Corporation in the form of dividends. In 2000,
dividends from Illini amounted to $1.2 million compared to $3.9 million in 1999, and dividends from Camp Point totaled $1.7 million in 2000. Illini and Camp Point's liquidity is provided by bank cash
balances, liquidation of short-term investments, loan payments, an overnight federal funds line of credit, and borrowings on a line of credit available with the Federal Home Loan Bank of Chicago.
While the banks are limited in the amount of dividends they pay, as of December 31, 2000, a combined $2.6 million was available for payment to Illini Corporation in the form of dividends without prior
regulatory approval.

Cash
and cash equivalents, which include federal funds, decreased $6.0 million to $7.0 million at December 31, 2000, compared to $13.0 million at December 31, 1999.

The
asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities of investment securities, and sales of investment securities
available for sale.

The
liability portion of the balance sheet provides liquidity through federal funds purchased, securities sold under agreements to repurchase, and other short-term debt. As of
December 31, 2000, Illini has established an overnight federal funds line of credit with an unaffiliated financial institution in the amount of $13.0 million, with $6.5 million available for
borrowing. Illini is also a member of the Federal Home Loan Bank of Chicago and has established a line of credit of approximately $19.5 million as of December 31, 2000, with $3.0 million available for
borrowing. Currently there is a letter of credit pledged to the Treasurer of the State of Illinois that collateralizes a one-year agricultural production deposit in the amount of $10.5 million with an
expiration date of April 3, 2001. This letter of credit is collateralized by a blanket lien on mortgages. It is anticipated that this letter of credit will
be renewed at maturity. As of December 31, 2000, Camp Point has established an overnight federal funds line of credit with an unaffiliated financial institution in the amount of $1.0 million, with
$0.4 million available for borrowing. The various sources of liquidity available to the banks provide ample long-term as well as short-term funding alternatives.



In conjunction with maintaining a satisfactory level of liquidity, management monitors the degree of interest rate risk assumed on the balance sheet. Illini
Corporation monitors its interest rate risk by the use of static and dynamic gap models at the one-year interval. The static gap model monitors the difference in interest rate sensitive assets and
interest rate sensitive liabilities that mature within the specified time frame as a percentage of total interest earning assets. The dynamic gap model goes further in that it assumes that interest
rate sensitive assets and liabilities will be reinvested. Illini Corporation uses a computerized model to monitor its interest rate risk.

18

---

Illini and Camp Point's static interest rate gap position as of December 31, 2000 is presented below:

|                                              |                                                                            | Interest Rate Sensitivity Analysis |        
|--------------------------------------------- | -------------------------------------------------------------------------- | ---------------------------------- | -------
|
|
|Interest-earning assets:                      |                                                                            |                                    |        
|                                              | Loans                                                                      |                                    | $      
|                                              | Investment securities                                                      |                                    |        
|                                              | Federal funds sold                                                         |                                    |        
|                                              |                                                                            |                                    |        
|                                              |                                                                            | Total interest-earning assets      |        
|Interest-bearing liabilities:                 |                                                                            |                                    |        
|                                              | Savings, NOW, and money market (1)                                         |                                    | $      
|                                              | Time deposits                                                              |                                    |        
|                                              | Federal funds purchased and securities sold under agreements to repurchase |                                    |        
|                                              |                                                                            |                                    |        
|                                              |                                                                            | Total interest-bearing liabilities |        
|Gap by period                                 |                                                                            | $                                  | (34,131
|Cumulative gap                                |                                                                            | $                                  | (34,131
|Cumulative gap as a percent of earning assets |                                                                            |                                    | (15.27 

---

In
June of 1998, Illini Corporation engaged consultants to assist in asset/liability management efforts. Management believes that periodic reviews enable Illini Corporation to
proactively react to financial conditions in our market place. An asset/liability management policy was adopted October 15, 1998 and revised and updated in 2000. There can be no assurance, however,
that such steps will have the desired result.



Derivative financial instruments include futures, forwards, interest rate swaps, option contracts, and other financial instruments with similar
characteristics. Illini and Camp Point currently do not enter into futures, forwards, swaps, or options. However, Illini and Camp Point are 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. These instruments involve
to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. 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 generally have fixed expiration dates and require collateral from the borrower if deemed necessary by each bank.
Standby letters of credit are conditional commitments issued by each bank to guarantee the performance of a customer to a third party up to a stipulated amount and within specified terms and
conditions.

19

---



Commitments
to extend credit and standby letters of credit are not recorded as an asset or liability by the banks until and unless the instrument is exercised.

Each
bank's exposure to market risk is reviewed by the Asset/Liability Committee. Interest rate risk is the potential of economic losses due to future interest rate changes. These
economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the
balance sheet in order to minimize the inherent risk, while at the same time maximize income. Management realizes certain risks are inherent, such as the uncertainty of market interest rates, and that
its goal is to identify and minimize the risks. The primary tool management uses to monitor and manage interest rate risk is a static gap report. Illini and Camp Point have no market risk sensitive
instruments held for trading purposes.

The
condensed gap report summarizing Illini and Camp Point's interest rate sensitivity is as follows:

|             |                                                                            | Market Risk Sensitive Instruments
|------------ | -------------------------------------------------------------------------- | ---------------------------------
|
|
|Assets:      |                                                                            |                                  
|             | Investment securities                                                      |                                  
|             | Loans                                                                      |                                  
|             | Federal funds sold                                                         |                                  
|             |                                                                            |                                  
|             |                                                                            | $                                
|             |                                                                            |                                  
|Liabilities: |                                                                            |                                  
|             | Savings, NOW and money market(1)                                           |                                  
|             | Time deposits                                                              |                                  
|             | Federal funds purchased and securities sold under agreements to repurchase |                                  
|             |                                                                            |                                  
|             |                                                                            | $                                
|             |                                                                            |                                  

|             |                                                                            | Total |   | Average
Interest Rate |  | Fair Value
|------------ | -------------------------------------------------------------------------- | ----- | - | --------------------- |  | ----------
|Assets:      |                                                                            |       |   |                       |  |           
|             | Investment securities(2)                                                   |       | $ | 54,602                |  | 6.65      
|             | Loans(2)                                                                   |       |   | 168,969               |  | 8.77      
|             | Federal funds sold                                                         |       |   |                      |  |          
|Liabilities: |                                                                            |       |   |                       |  |           
|             | Savings, NOW and money market                                              |       | $ | 69,222                |  | 3.46      
|             | Time deposits                                                              |       |   | 101,345               |  | 5.65      
|             | Federal funds purchased and securities sold under agreements to repurchase |       |   | 7,481                 |  | 7.77      

---

20

---



Total shareholders' equity increased from $17.3 million at December 31, 1999 to $19.4 million at December 31, 2000. The primary source of capital of Illini
Corporation is retained earnings. Cash dividends per share were $1.00 for 2000 and 1999. Illini Corporation retained 66.3% of its earnings for 2000 and 28.7% for 1999.

Regulatory
guidelines require bank holding companies, commercial banks, and thrifts to maintain certain minimum ratios and define companies as "well capitalized" that sufficiently
exceed the minimum ratios. The banking regulators may alter minimum capital requirements as a result of revising their internal policies and their ratings of individual institutions. To be "well
capitalized," banks must maintain a Tier 1 leverage ratio of no less than 5.0%, a Tier 1 risk based ratio of no less than 6.0%, and a total risk based ratio of no less than 10.0%. Illini's ratios as
of December 31, 2000 were 6.78%, 8.69%, and 9.94%, respectively, which meet the criteria for "adquately capitalized." Camp Point's ratios as of December 31, 2000 were 10.02%, 15.42%, and 16.49%,
respectively, which meet the criteria for "well capitalized." The Corporation's ratios as of December 31, 2000 were 7.27%, 9.63%, and 10.87%, respectively.

As
of December 31, 2000, management is not aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have or are reasonably
likely to have a material adverse impact on the Corporation's liquidity, capital resources, or operations.

RESULTS OF OPERATIONS

|                               |  | Key Ratios
For the years ended December 31, |  
|------------------------------ |  | ------------------------------------------- | -
|
|Return on average assets       |  | 0.75                                        | %
|Return on average equity       |  | 9.42                                        |  
|Dividend payout ratio          |  | 33.74                                       |  
|Average equity to assets ratio |  | 7.92                                        |  



Net interest income is the principal component of Illini Corporation's net income stream and represents the difference between interest and fee income
generated from earning assets and interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest bearing
liabilities, can materially impact net interest income. The discussion of net interest income is presented on a taxable equivalent basis to facilitate performance comparisons among various taxable and
tax-exempt assets.

Interest
income increased $4.7 million from 1999 to 2000. Interest expense increased $3.0 million from 1999 to 2000, resulting in an increase in net interest income. Our net interest
margin fell from 4.36% in 1999 to 4.14% in 2000. The decline in the interest margin is due to the increased costs of core deposits in the markets Illini Corporation serves. The securities portfolio
has a weighted average tax equivalent yield of 6.65%, while our loan portfolio has an average yield of 8.77%. With the acquisition of Camp Point and the increase in the loan balances of Illini, total
earning assets increased to $209.4 million. Management plans to utilize cash flow from securities as an additional source of funds for loan growth.

The
$3.0 million increase in interest expense was primarily the result of growth in core deposits. Also contributing to the growth was the acquisition of Camp Point. Our average
interest bearing liabilities grew $45.2 million, while experiencing a 65 basis point increase to our overall cost of funds.

21

---

Although deposit expense increased in 2000, management continues to believe in Illini's ability to raise low cost funds.

|                         |                        | Net Interest IncomeRate/Volume Variance Analysis |      
|------------------------ | ---------------------- | ------------------------------------------------- | -----
|
|
|
|Short-term investments   |                        | $                                                 | 204  
|Investment securities:   |                        |                                                   |      
|                         | Taxable                |                                                   |      
|                         | Nontaxable(*)          |                                                   |      
|Loans                    |                        |                                                   | 3,969
|                         |                        |                                                   |      
|                         | Total interest income  |                                                   | $    
|                         |                        |                                                   |      
|Savings and NOW accounts |                        |                                                   | 683  
|Time deposits            |                        |                                                   | 2,132
|Short-term debt          |                        |                                                   | 55   
|Long-term debt           |                        |                                                   | 163  
|                         |                        |                                                   |      
|                         | Total interest expense |                                                   | $    
|                         |                        |                                                   |      
|                         | Net interest income    |                                                   | $    
|                         |                        |                                                   |      

---

NOTE:
The change in interest which can not be attributed to only a change in volume or a change in rate, but instead represents a combination of the two factors, has been allocated to the rate effect.

22

---

Consolidated Average Balances, Interest Income/Expense and Yield/Rates

|                         |                                            | Year ended December 31,          |               
|------------------------ | ------------------------------------------ | -------------------------------- | --------------
|
|
|
|ASSETS                   |                                            |                                  |               
|Interest-earning assets: |                                            |                                  |               
|                         | Short-term investments                     |                                  | $             
|                         |                                            | Investment securities(3)         |               
|                         |                                            |                                  | Taxable       
|                         |                                            |                                  | Tax-exempt(1) 
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|                         |                                            | Loans                            |               
|                         |                                            |                                  | Commercial(1) 
|                         |                                            |                                  | Agriculture   
|                         |                                            |                                  | Real estate   
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|                         |                                            |                                  | Consumer, net 
|                         |                                            |                                  | Credit card   
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|                         | Allowance for loan losses                  |                                  |               
|                         |                                            |                                  |               
|                         | Net loans(1)(2)                            |                                  |               
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|                         | Cash and due from banks                    |                                  |               
|                         | Premises and equipment                     |                                  |               
|                         | Other real estate owned                    |                                  |               
|                         | Other assets(3)                            |                                  |               
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|                         |                                            |                                  |               
|LIABILITIES              |                                            |                                  |               
|                         | Deposits:                                  |                                  |               
|                         |                                            | Non interest bearing deposits    |               
|                         |                                            | Interest bearing demand          |               
|                         |                                            | Savings                          |               
|                         |                                            | Time deposits less than $100,000 |               
|                         |                                            |                                  |               
|                         |                                            | Total core deposits              |               
|                         |                                            | Time deposits $100,000 and over  |               
|                         |                                            |                                  |               
|                         |                                            |                                  | Total deposits
|                         | Short-term debt                            |                                  |               
|                         | Long-term debt                             |                                  |               
|                         |                                            |                                  |               
|                         | Total interest bearing liabilities         |                                  |               
|                         |                                            |                                  |               
|Other liabilities        |                                            |                                  | 2,469         
|                         |                                            |                                  |               
|                         | Total liabilities                          |                                  |               
|Shareholders' Equity     |                                            |                                  | 17,992        
|                         |                                            |                                  |               
|                         | Total liabilities and shareholders' equity |                                  | $             
|                         |                                            |                                  |               
|Net interest margin      |                                            |                                  |               
|                         |                                            |                                  |               

---

23

---

Consolidated Average Balances, Interest Income/Expense and Yield/Rates

|                         |                                    | Year ended December 31,                    |                              
|------------------------ | ---------------------------------- | ------------------------------------------ | -----------------------------
|
|
|
|ASSETS                   |                                    |                                            |                              
|Interest-earning assets: |                                    |                                            |                              
|                         | Short-term investments             |                                            | $                            
|                         |                                    | Investment securities(3)                   |                              
|                         |                                    |                                            | Taxable                      
|                         |                                    |                                            | Tax-exempt(1)                
|                         |                                    |                                            |                              
|                         |                                    |                                            |                              
|                         |                                    | Loans                                      |                              
|                         |                                    |                                            | Commercial(1)                
|                         |                                    |                                            | Agriculture                  
|                         |                                    |                                            | Real estate                  
|                         |                                    |                                            |                              
|                         |                                    |                                            |                              
|                         |                                    |                                            |                              
|                         |                                    |                                            | Consumer, net                
|                         |                                    |                                            | Credit card                  
|                         |                                    |                                            |                              
|                         |                                    |                                            |                              
|                         | Allowance for loan losses          |                                            |                              
|                         |                                    |                                            |                              
|                         | Net loans(1)(2)                    |                                            |                              
|                         |                                    |                                            |                              
|                         |                                    |                                            | Total interest earning assets
|                         |                                    |                                            |                              
|                         | Cash and due from banks            |                                            |                              
|                         | Premises and equipment             |                                            |                              
|                         | Other real estate owned            |                                            |                              
|                         | Other assets(3)                    |                                            |                              
|                         |                                    |                                            |                              
|                         |                                    |                                            | Total assets                 
|                         |                                    |                                            |                              
|LIABILITIES              |                                    |                                            |                              
|                         | Deposits:                          |                                            |                              
|                         |                                    | Non interest bearing deposits              |                              
|                         |                                    | Interest bearing demand                    |                              
|                         |                                    | Savings                                    |                              
|                         |                                    | Time deposits less than $100,000           |                              
|                         |                                    |                                            |                              
|                         |                                    | Total core deposits                        |                              
|                         |                                    | Time deposits $100,000 and over            |                              
|                         |                                    |                                            |                              
|                         |                                    |                                            | Total deposits               
|                         | Short-term debt                    |                                            |                              
|                         |                                    |                                            |                              
|                         | Total interest bearing liabilities |                                            |                              
|                         |                                    |                                            |                              
|Other liabilities        |                                    |                                            | 1,792                        
|                         |                                    |                                            |                              
|                         |                                    | Total liabilities                          |                              
|Shareholders' Equity     |                                    |                                            | 15,021                       
|                         |                                    |                                            |                              
|                         |                                    | Total liabilities and shareholders' equity |                              
|                         |                                    |                                            |                              
|Net interest margin      |                                    |                                            |                              
|                         |                                    |                                            |                              

---

24

---





The provision for loan losses charged to earnings was $0.5 million for 2000, an increase of $0.2 million, or 96.4%, from the $0.3 million in 1999. During 1998,
the provision for loan losses was $0.2 million. The ratio of net charge-offs to average loans outstanding has improved from 0.16% to 0.09% to 0.03% for the years ended December 31, 1998, 1999 and
2000, respectively. The provision for loan losses expense increased to $540,000 for 2000 from $275,000 in 1999 primarily due to the growth of the loan portfolio. Nonaccrual loans increased to $772,000
at December 31, 2000, compared to $559,000 at December 31, 1999. Net loan losses and other asset quality indicators reflected continued focus on the overall quality of the loan portfolio during 2000.

The
management of Illini Corporation considers a number of factors in determining the amount of the allowance for loan losses. These factors include, but are not limited to, the
following:



The
allowance for loan losses as a percent of total loans increased from 1.25% at December 31, 1999, to 1.30% at December 31, 2000. The allowance as a percent of nonperforming loans
decreased from 286.97% at December 31, 1999, to 283.42% at December 31, 2000, due to an increase in nonperforming loans. The overall quality of loans continues to improve. After full consideration of
these factors, with particular emphasis on review of potential problem loans identified by management, Illini Corporation's management concludes the allowance for loan losses is adequate as of
December 31, 2000.

25

---



The following summary presents the changes in the allowance for loan losses for the years ended December 31, 2000, 1999, and 1998:

2000

1999

1998(dollars in thousands)Average loans outstanding

$
149,528

$
105,336

$
83,981Allowance for loan losses:Balance at beginning of year

$
1,696

$
1,368

$
1,302Purchase of Camp Point





153


Loans charged-off:Commercial, financial, and agricultural


(55
)

(57
)

(54
)Real estate


(23
)

(58
)

(9
)Consumer


(114
)

(87
)

(152
)Total


(192
)

(202
)

(215
)Recoveries of loans previously charged-off:Commercial, financial, and agricultural


79


60


13Real estate


7


5


31Consumer


58


37


33Total


144


102


77Net charge-offs


(48
)

(100
)

(138
)Provision charged to expense


540


275


204Balance at end of year

$
2,188

$
1,696

$
1,368Ratio of net charge-offs to average loans outstanding during the period


0.03
%

0.09
%

0.16
%


In
2000, as illustrated in the preceding chart, loan losses decreased slightly in all areas except consumer, which had a $27,000 increase. Commercial, financial, and agricultural
loans ended the year with net recoveries. An overall decrease in net charge-offs reflects improvement in the overall quality of the loan portfolio resulting from decisive action Illini Corporation's
management has taken to improve credit quality over the last three years.

Efforts
continue to maintain this improved quality, and to enhance credit quality processes and controls.



The risk of losses inherent in the loan portfolio is not precisely attributable to a particular loan or category of loans. There were no changes in estimation
methods or assumptions that affected our methodology for assessing the appropriateness of the allowance for loan losses from December 31, 1999 through December 31, 2000. The increase in the overall
allowance for loan losses and the change in allocation among the various loan categories related primarily to an increase in the specific allowance allocation due to individual credit exposure as
identified by management. Based on its review for

26

---

adequacy, management has estimated those portions of the allowance that could be attributable to major categories of loans as follows:

2000

1999Amount

% of Total
Loans

Amount

% of Total
Loans(dollars in thousands)Commercial, financial, and agriculture

$
410

24.03
%
$
389

22.58
%Real estate


710

68.70


397

69.14Consumer


314

7.27


326

8.28Unallocated


754




584

Total allowance for loan losses

$
2,188

100.00
%
$
1,696

100.00
%


These
allocation estimates do not specifically represent that loan charge-offs of that magnitude will be incurred, nor do these allocations restrict future loan losses attributable to
a particular category from being absorbed by the allowance attributable to other categories or the unallocated portion of the
allowance. The risk factors considered when estimating the allocations for major loan categories are the same as the factors considered when determining the adequacy of the overall allowance as
specified in the allowance summary. Due to a significant increase of commercial real estate loans the allowance for this category of loans, and identified as real estate in the above table, increased
from $397,000 in 1999 to $710,000 in 2000.



Nonperforming assets consist of nonaccrual loans, loans with restructured terms and other real estate owned. Loans are generally classified as nonaccrual when
there are reasonable doubts as to the collectibility of principal and interest or when payment becomes 90 days past due, except loans which are well secured and in the process of collection. Interest
collection on nonaccrual loans for which the ultimate collectibility of principal is uncertain is applied as principal reduction. Otherwise, such collections are applied to interest when received. The
following table presents information concerning the aggregate amount of nonperforming assets and loans 90 days or more past due but still accruing interest.

December 31,2000

1999(dollars in thousands)Nonaccrual

$
772

$
559Renegotiated





32Other real estate owned


359


618Nonperforming assets

$
1,131

$
1,209Accruing loans past due 90 days

$
0

$
1Nonperforming loans to total loans


0.46
%

0.41
%Nonperforming assets to total assets


0.47
%

0.56
%Accruing loans past due 90 days to total loans


0.00
%

0.00
%


Nonperforming
assets totaled $1,131,000 as of year-end 2000, a decrease of $78,000, or 6.5%, from the $1,209,000 at year-end 1999. Total nonperforming assets represent 0.47% of total
assets at December 31, 2000, compared to 0.56% at December 31, 1999.

27

---

Nonperforming loans increased $181,000, or 30.6%, to a total of $772,000 at year-end 2000. The increase is a result of three FNMA loans that were in the process of foreclosure at
December 31, 2000. As of December 31, 2000, nonperforming loans to total loans were 0.46% compared to 0.41% at year-end 1999. Illini did not carry any loans past due more than 90 days and still
accruing interest as of
December 31, 2000 and 1999. Camp Point carried one small consumer loan, which totaled less than $1,000, past due more than 90 days and still accruing interest as of December 31, 1999 and no loans as
of 2000. Individual nonaccrual loans are written down to management's estimate of the net realizable value of collateral and/or realistic estimates of other payments from the borrower. Additionally,
specific allocations to the allowance for loan losses are made on loans where there may be uncertainties as to the collection of the estimated value of collateral. Because these loans have been
written down and/or allocated for, the potential impact on future net income is minimized. Additional interest income of $106,000 in 2000 and $64,000 in 1999 would have been recognized had these
nonaccrual loans remained current.

Other
real estate owned decreased $259,000, or 41.9%, to $359,000 at December 31, 2000, when compared to year-end 1999. Illini owns one property, which had an option agreement in 1998
to sell, carried at $298,000, or 83.0%, of the total other real estate owned. In March 2000, the option to buy matured. Illini now expects to complete this sale in 2001. The remaining $61,000 or 17.0%
represents real estate acquired in satisfaction of debts. Other real estate owned is carried at the lower of cost or net realizable value. Management is actively marketing these properties to minimize
the potential affects of market fluctuations so proceeds can be deployed to earning assets as soon as possible.



As of December 31, 2000, there were no loans not included in the above table identified by management as having potential weaknesses, which, if not corrected,
could affect the borrower's ability to comply with the current loan repayment terms.



The following table depicts the amount of and annual changes in noninterest income categories:

|                                                   |  | Year Ended December 31, |       | Percent Change |  
|-------------------------------------------------- |  | ----------------------- | ----- | -------------- | -
|
|
|Service charges on deposit accounts                |  | $                       | 1,361 |                | $
|Other fee income                                   |  |                         | 283   |                |  
|Mortgage loan servicing fees                       |  |                         | 212   |                |  
|Gains on sales of mortgage loans                   |  |                         | 23    |                |  
|Gain on deposit premiums                           |  |                         | 695   |                |  
|Gain on sale of fixed assets                       |  |                         | 379   |                |  
|Gains on sales of securities, net                  |  |                         | (13   | )              |  
|Gains (losses) on sales of other real estate owned |  |                         | (6    | )              |  
|Other                                              |  |                         | 148   |                |  
|                                                   |  |                         |       |                |  
|                                                   |  | $                       | 3,082 |                | $
|                                                   |  |                         |       |                |  

Total
non-interest income increased $1,179 million from 1999 to 2000.

Service
charges on deposit accounts and other fee income and other income increased $184,000 in 2000, as compared to 1999, and $465,000 as compared to 1998. The positive trend is
reflective of strategic planning completed in 1998. Mortgage loan-servicing fees and gains on sale of mortgage loans declined $29,000 in 2000. The decrease in the mortgage loan servicing fees and gain
on sale of

28

---

mortgages is due to softening in the real estate market caused by higher interest rates. Securities losses of $13,000 were due to the sale of certain investments to fund increased loan activity.

Illini
Corporation completed strategic planning in 1998 that identified opportunities for expense reductions in staffing and occupancy, achievable through more efficient use of retail
bank space. Staying within the framework of the strategic business plan, in 2000 Illini completed the consolidation of two branches, and the sale of two branches and equipment. The sale of fixed
assets of the Menard County branch locations produced a one-time gain of $376,000. Included with the sale of fixed assets was the sale of deposits for three Menard county offices. The deposit sale
generated a gain on sale of deposits totaling $695,000. In 1998 Illini completed two real estate transactions resulting in substantial gains. A 22,000 square foot property in Springfield was sold for
$1,350,000, and a lot in Bloomington was sold for $556,000. The combined sales resulted in a gain of $482,000. The transaction for the sale of the property in Springfield is a sale-leaseback
arrangement. The carrying value of the property was $634,000 and Illini recognized $460,000 as a gain in 1998 and deferred $256,000 to be recognized over the 10-year life of the lease.



The following table depicts the amount of and annual changes in noninterest expense categories:

|                                          |                           | Year Ended December 31, |       | Percent Change |  
|----------------------------------------- | ------------------------- | ----------------------- | ----- | -------------- | -
|
|
|Salaries and employee benefits            |                           | $                       | 3,770 |                | $
|Net occupancy expense                     |                           |                         | 810   |                |  
|Equipment expense                         |                           |                         | 407   |                |  
|Data processing                           |                           |                         | 717   |                |  
|Supplies                                  |                           |                         | 166   |                |  
|Communication and transportation          |                           |                         | 462   |                |  
|Marketing and advertising                 |                           |                         | 189   |                |  
|Correspondent and processing fees         |                           |                         | 266   |                |  
|Loan and other real estate owned expenses |                           |                         | 60    |                |  
|Professional fees                         |                           |                         | 1,078 |                |  
|Directors' and regulatory fees            |                           |                         | 248   |                |  
|Other                                     |                           |                         | 379   |                |  
|                                          |                           |                         |       |                |  
|                                          | Total noninterest expense |                         | $     | 8,552          |  
|                                          |                           |                         |       |                |  

Total
noninterest expense increased $1.1 million to $8.6 million in 2000, compared to $7.4 million in 1999, and $7.2 million in 1998. The acquisition of Farmers State Bank of Camp
Point completed in November of 1999 contributed $697,000 to the total increase of noninterest expense in 2000. Illini Bank's contribution of $234,000 to non-interest expense increase for 2000 is a
direct result of increased
incentive pay, increased insurance benefits for employees, and increased operational expenses due to growth. The remainder of the non-interest expense increases for 2000 is a direct result of Illini
Corporation's operations. The increase in professional fees from 1999 to 2000 is a result of due diligence expenses concerning acquisitions.



Total income tax expense was $674,000 in 2000, compared to $235,000 in 1999. The increase is attributable to higher taxable income in 2000. The effective tax
rates for the years ended December 31, 2000 and 1999 were 28.5% and 25.9%. The effective tax rate was higher in 2000 due to the gain on the sale of bank assets, and gain on sale of deposits in Menard
County.

29

---



In June 1998, the FASB issued SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities(SFAS
133), which establishes standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. SFAS 133 requires an entity to recognize
all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. SFAS 133 is effective for all fiscal periods beginning after June 15, 1999. Earlier
application of SFAS 133 is encouraged but should not be applied retroactively to financial statements of prior periods. In June 1999, the FASB issued SFAS No. 137,Accounting
for Derivative Instruments and Hedging ActivitiesDeferral of the Effective Date of FASB Statement No. 133, which states SFAS 133 shall be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. The adoption of the Statement did not have a material impact on the Company's financial condition or results of operation.

In
2000, the FASB issued Statement of Financial Accounting Standards No. 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities.This Statement replaces Statement of Financial Accounting Standards No. 125. This Statement is also effective for the recognition and reclassification of
collateral and for disclosures relating to securitization transactions. This Statement is effective for fiscal years ending after December 15, 2000. The adoption of this Statement will not have any
impact on the Company's financial condition or results of operations.



The effects of inflation on financial institutions are different from the effects on other commercial enterprises due to making fewer significant capital or
inventory expenditures which are directly affected by changing prices. Because bank assets and liabilities are virtually all monetary in nature, inflation does not affect a financial institution as
much as do changes in interest rates. The general level of inflation does, in fact, underlie the general level of most interest rates; however, interest rates do not increase at the rate of inflation
as do the prices of goods and services. Rather, interest rates react more to the changes in the expected rate of inflation and to changes in monetary and fiscal policy.

Inflation,
however, does have an impact on the growth of total assets in the banking industry, often resulting in a need to increase capital at higher than normal rates to maintain an
appropriate capital-to-asset ratio.

ITEM 7.FINANCIAL STATEMENTS

Index to Illini Corporation's Consolidated Financial Statements.

|                                                                                                                 |  | Page(s)
|---------------------------------------------------------------------------------------------------------------- |  | -------
|Independent Auditors' Report                                                                                     |  | 31     
|Consolidated Balance Sheets as of December 31, 2000 and 1999                                                     |  | 32     
|Consolidated Statements of Income for the years ended December 31, 2000, 1999, and 1998                          |  | 33     
|Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2000, 1999, and 1998 |  | 34     
|Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999, and 1998                      |  | 35     
|Notes to Consolidated Financial Statements                                                                       |  | 36-55  

30

---



Independent Auditor's Report

To
the Stockholders and
Board of Directors
Illini Corporation
Springfield, Illinois

We
have audited the accompanying consolidated balance sheet of Illini Corporation 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. The consolidated balance sheet as of 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 were audited by other auditors whose report dated March 10, 2000, expressed an unqualified opinion.

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 described above present fairly, in all material respects, the consolidated financial position of Illini Corporation 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.

/s/
Olive, LLP
Decatur, Illinois
February 23, 2001

31

---



ILLINI CORPORATION AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        December 31, 2000 and 1999

|                                       |                                                         | 2000                                                                                                                                          |                            | 1999    |        
|-------------------------------------- | ------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | -------
|
|ASSETS:                                |                                                         |                                                                                                                                               |                            |         |        
|                                       | Cash and due from banks                                 |                                                                                                                                               | $                          | 6,993   |        
|                                       | Interest-bearing deposits in other banks                |                                                                                                                                               |                            | 30      |        
|                                       | Federal funds sold                                      |                                                                                                                                               |                            | 0       |        
|                                       |                                                         |                                                                                                                                               |                            |         |        
|                                       |                                                         | Cash and cash equivalents                                                                                                                     |                            |         | 7,023  
|                                       | Investment securities available for sale, at fair value |                                                                                                                                               |                            | 54,602  |        
|                                       | Loans, net of allowance for loan losses                 |                                                                                                                                               |                            | 166,781 |        
|                                       | Premises and equipment                                  |                                                                                                                                               |                            | 6,555   |        
|                                       | Accrued interest receivable                             |                                                                                                                                               |                            | 2,395   |        
|                                       | Other real estate owned                                 |                                                                                                                                               |                            | 359     |        
|                                       | Other assets                                            |                                                                                                                                               |                            | 2,316   |        
|                                       |                                                         |                                                                                                                                               |                            |         |        
|                                       |                                                         | $                                                                                                                                             | 240,031                    |         | $      
|                                       |                                                         |                                                                                                                                               |                            |         |        
|LIABILITIES AND SHAREHOLDERS' EQUITY:  |                                                        
|                                       | Noninterest-bearing demand deposits                     |                                                                                                                                               | $                          | 32,725  |        
|                                       | Interest-bearing deposits:                              |                                                                                                                                               |                            |         |        
|                                       |                                                         | NOW and money market accounts                                                                                                                 |                            |         | 52,571 
|                                       |                                                         | Savings deposits                                                                                                                              |                            |         | 16,651 
|                                       |                                                         | Time deposits, $100,000 and over                                                                                                              |                            |         | 26,143 
|                                       |                                                         | Other time deposits                                                                                                                           |                            |         | 75,202 
|                                       |                                                         |                                                                                                                                               |                            |         |        
|                                       |                                                         |                                                                                                                                               | Total deposits             |         |        
|                                       | Short-term debt                                         |                                                                                                                                               |                            | 8,481   |        
|                                       | Long-term debt                                          |                                                                                                                                               |                            | 6,000   |        
|                                       | Accrued interest payable                                |                                                                                                                                               |                            | 1,181   |        
|                                       | Other liabilities                                       |                                                                                                                                               |                            | 1,719   |        
|                                       |                                                         |                                                                                                                                               |                            |         |        
|                                       |                                                         | Total liabilities                                                                                                                             |                            |         | 220,673
|                                       |                                                         |                                                                                                                                               |                            |         |        
|COMMITMENTS AND CONTINGENT LIABILITIES |                                                        
|                                       | Shareholders' equity:                                   |                                                                                                                                               |                            |         |        
|                                       |                                                         | Common stock-authorized 800,000 shares of $10 par value; 571,789 shares issued and outstanding as of December 31, 2000 and 1999, respectively |                            |         | 5,718  
|                                       |                                                         | Capital surplus                                                                                                                               |                            |         | 3,358  
|                                       |                                                         | Retained earnings                                                                                                                             |                            |         | 9,948  
|                                       |                                                         | Accumulated other comprehensive income (loss)                                                                                                 |                            |         | 334    
|                                       |                                                         |                                                                                                                                               |                            |         |        
|                                       |                                                         |                                                                                                                                               | Total shareholders' equity |         |        
|                                       |                                                         |                                                                                                                                               |                            |         |        
|                                       |                                                         | $                                                                                                                                             | 240,031                    |         | $      
|                                       |                                                         |                                                                                                                                               |                            |         |        

See
accompanying notes to consolidated financial statements.

32

---

ILLINI CORPORATION AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF INCOME        Years Ended December 31, 2000, 1999, and 1998

|                                                                                                                                       |                                                    | 2000                             |                                                     | 1999   |       | 1998  
|-------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | -------------------------------- | --------------------------------------------------- | ------ | ----- | ------
|
|Interest income:                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       | Interest and fees on loans                         |                                  | $                                                   | 13,084 |       | $     
|                                                                                                                                       | Interest on investment securities:                 |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    | Taxable                          |                                                     |        | 2,875 |       
|                                                                                                                                       |                                                    | Exempt from federal income taxes |                                                     |        | 600   |       
|                                                                                                                                       | Interest on short-term investments                 |                                  |                                                     | 349    |       |       
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Total interest income                               |        |       | 16,908
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|Interest expense:                                                                                                                      |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       | Interest on deposits:                              |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    | NOW and money market accounts    |                                                     |        | 2,068 |       
|                                                                                                                                       |                                                    | Savings deposits                 |                                                     |        | 358   |       
|                                                                                                                                       |                                                    | Time deposits, $100,000 and over |                                                     |        | 1,336 |       
|                                                                                                                                       |                                                    | Other time deposits              |                                                     |        | 4,434 |       
|                                                                                                                                       | Interest on short-term debt                        |                                  |                                                     | 170    |       |       
|                                                                                                                                       | Interest on long-term debt                         |                                  |                                                     | 163    |       |       
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Total interest expense                              |        |       | 8,529 
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Net interest income                                 |        |       | 8,379 
|Provision for loan losses                                                                                                              |                                                    |                                  | 540                                                 |        |       | 275   
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Net interest income after provision for loan losses |        |       | 7,839 
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|Noninterest income:                                                                                                                    |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       | Service charges on deposit accounts                |                                  |                                                     | 1,361  |       |       
|                                                                                                                                       | Other fee income                                   |                                  |                                                     | 283    |       |       
|                                                                                                                                       | Mortgage loan servicing fees                       |                                  |                                                     | 212    |       |       
|                                                                                                                                       | Gains on sales of mortgage loans                   |                                  |                                                     | 23     |       |       
|                                                                                                                                       | Gains on sale of branch deposits                   |                                  |                                                     | 695    |       |       
|                                                                                                                                       | Gains (losses) on sales of securities, net         |                                  |                                                     | (13    | )     |       
|                                                                                                                                       | Gains on sales of fixed assets                     |                                  |                                                     | 379    |       |       
|                                                                                                                                       | Gains (losses) on sales of other real estate owned |                                  |                                                     | (6     | )     |       
|                                                                                                                                       | Other                                              |                                  |                                                     | 148    |       |       
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Total noninterest income                            |        |       | 3,082 
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|Noninterest expense:                                                                                                                   |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       | Salaries and employee benefits                     |                                  |                                                     | 3,770  |       |       
|                                                                                                                                       | Net occupancy expense                              |                                  |                                                     | 810    |       |       
|                                                                                                                                       | Equipment expense                                  |                                  |                                                     | 407    |       |       
|                                                                                                                                       | Data processing                                    |                                  |                                                     | 717    |       |       
|                                                                                                                                       | Supplies                                           |                                  |                                                     | 166    |       |       
|                                                                                                                                       | Communication and transportation                   |                                  |                                                     | 462    |       |       
|                                                                                                                                       | Marketing and advertising                          |                                  |                                                     | 189    |       |       
|                                                                                                                                       | Correspondent and processing fees                  |                                  |                                                     | 266    |       |       
|                                                                                                                                       | Loan and other real estate owned expenses          |                                  |                                                     | 60     |       |       
|                                                                                                                                       | Professional fees                                  |                                  |                                                     | 1,078  |       |       
|                                                                                                                                       | Directors' and regulatory fees                     |                                  |                                                     | 248    |       |       
|                                                                                                                                       | Other                                              |                                  |                                                     | 379    |       |       
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Total noninterest expense                           |        |       | 8,552 
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Income before income tax expense                    |        |       | 2,369 
|Income tax expense                                                                                                                     |                                                    |                                  | 674                                                 |        |       | 235   
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|                                                                                                                                       |                                                    |                                  | Net income                                          |        | $     | 1,695 
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       
|Basic earnings per share
(based on weighted average common shares outstanding of 571,789 in 2000, 462,648 in 1999 and 448,456 in 1998) |                                                    | $                                | 2.96                                                |        | $     | 1.45  
|                                                                                                                                       |                                                    |                                  |                                                     |        |       |       

See accompanying notes to consolidated financial statements.

33

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ILLINI CORPORATION AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY        Years Ended December 31, 2000, 1999, and 1998

|                                               |                                                                                                                  | Common
Stock |                                   | Capital
Surplus |   | Retained
Earnings |   | Accumulated
Other
Comprehensive
Income (Loss) |       | Total |  
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ------------ | --------------------------------- | --------------- | - | ----------------- | - | --------------------------------------------- | ----- | ----- | -
|
|Balance at January 1, 1998                     |                                                                                                                  | $            | 4,485                             |                 | $ | 1,886             |   | $                                             | 8,450 |       | $
|Comprehensive income:                          |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|                                               | Net income                                                                                                       |              |                                   |                |   |                   |  |                                               |       | 630   |  
|                                               | Change in unrealized gains (losses) on securities available for sale, net of tax and reclassification adjustment |              |                                   |                |   |                   |  |                                               |       |      |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|                                               |                                                                                                                  |              | Total comprehensive income (loss) |                 |   |                   |   |                                               |       |       |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|Cash dividends paid $1.00 per share            |                                                                                                                  |              |                                  |                 |   |                  |   |                                               | (448  | )     |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|Balance at December 31, 1998                   |                                                                                                                  |              | 4,485                             |                 |   | 1,886             |   |                                               | 8,632 |       |  
|Comprehensive income:                          |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|                                               | Net income                                                                                                       |              |                                   |                |   |                   |  |                                               |       | 672   |  
|                                               | Change in unrealized gains (losses) on securities available for sale, net of tax and reclassification adjustment |              |                                   |                |   |                   |  |                                               |       |      |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|                                               |                                                                                                                  |              | Total comprehensive income (loss) |                 |   |                   |   |                                               |       |       |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|Issuance of common stock to acquire Camp Point |                                                                                                                  |              | 1,233                             |                 |   | 1,472             |   |                                               |      |       |  
|Cash dividends paid $1.00 per share            |                                                                                                                  |              |                                  |                 |   |                  |   |                                               | (479  | )     |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|Balance at December 31, 1999                   |                                                                                                                  |              | 5,718                             |                 |   | 3,358             |   |                                               | 8,825 |       |  
|Comprehensive income:                          |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|                                               | Net income                                                                                                       |              |                                   |                |   |                   |  |                                               |       | 1,695 |  
|                                               | Change in unrealized gains (losses) on securities available for sale, net of tax and reclassification adjustment |              |                                   |                |   |                   |  |                                               |       |      |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|                                               |                                                                                                                  |              | Total comprehensive income (loss) |                 |   |                   |   |                                               |       |       |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|Cash dividends paid $1.00 per share            |                                                                                                                  |              |                                  |                 |   |                  |   |                                               | (572  | )     |  
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  
|Balance at December 31, 2000                   |                                                                                                                  | $            | 5,718                             |                 | $ | 3,358             |   | $                                             | 9,948 |       | $
|                                               |                                                                                                                  |              |                                   |                 |   |                   |   |                                               |       |       |  

See accompanying notes to consolidated financial statements.

34

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ILLINI CORPORATION AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        Years Ended December 31, 2000, 1999, and 1998

|                                                     |                                                                                   | 2000                                                       |                                           | 1999    |        | 1998    |        
|---------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------- | ----------------------------------------- | ------- | ------ | ------- | -------
|
|Cash flows from operating activities:                |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     | Net income                                                                        |                                                            | $                                         | 1,695   |        | $       | 672    
|                                                     | Adjustments to reconcile net income to net cash provided by operating activities: |                                                            |                                           |         |        |         |        
|                                                     |                                                                                   | Depreciation and amortization                              |                                           |         | 913    |         |        
|                                                     |                                                                                   | Amortization of goodwill                                   |                                           |         | 164    |         |        
|                                                     |                                                                                   | Provision for loan losses                                  |                                           |         | 540    |         |        
|                                                     |                                                                                   | (Gains) losses on sales of securities, net                 |                                           |         | 13     |         |        
|                                                     |                                                                                   | Gains on sales of mortgage loans                           |                                           |         | (23    | )       |        
|                                                     |                                                                                   | Net gain on sale of branch deposits                        |                                           |         | (695   | )       |        
|                                                     |                                                                                   | Gains on sale of premises and equipment                    |                                           |         | (379   | )       |        
|                                                     |                                                                                   | Deferred tax expense (benefit)                             |                                           |         | (371   | )       |        
|                                                     |                                                                                   | (Gains) losses on sales of other real estate owned         |                                           |         | 6      |         |        
|                                                     |                                                                                   | (Increase) decrease in accrued interest receivable         |                                           |         | (487   | )       |        
|                                                     |                                                                                   | Increase decrease in accrued interest payable              |                                           |         | 147    |         |        
|                                                     |                                                                                   | Origination of secondary market mortgage loans             |                                           |         | (6,250 | )       |        
|                                                     |                                                                                   | Proceeds from the sales of secondary market mortgage loans |                                           |         | 6,067  |         |        
|                                                     |                                                                                   | Other, net                                                 |                                           |         | 528    |         |        
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     |                                                                                   |                                                            | Net cash provided by operating activities |         |        | 1,868   |        
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|Cash flows from investing activities:                |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     | Proceeds from sales of investment securities available for sale                   |                                                            |                                           | 4,757   |        |         | 7,721  
|                                                     | Proceeds from maturities and paydowns of investment securities available for sale |                                                            |                                           | 7,011   |        |         | 12,782 
|                                                     | Purchases of investment securities available for sale                             |                                                            |                                           | (8,014  | )      |         | (9,502 
|                                                     | Net increase in loans, net                                                        |                                                            |                                           | (33,127 | )      |         | (35,871
|                                                     | Purchases of premises and equipment                                               |                                                            |                                           | (147    | )      |         | (550   
|                                                     | Proceeds from sale of premises and equipment                                      |                                                            |                                           | 38      |        |         |       
|                                                     | Net cash and cash equivalents paid for acquisition of bank                        |                                                            |                                           |        |        |         | (841   
|                                                     | Net cash and cash equivalents received from sale of branch deposits               |                                                            |                                           | (10,683 | )      |         |       
|                                                     | Proceeds from sales of other real estate                                          |                                                            |                                           | 328     |        |         | 71     
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     |                                                                                   |                                                            | Net cash used in investing activities     |         |        | (39,837 | )      
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|Cash flows from financing activities:                |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     | Net increase in non-interest bearing deposit accounts                             |                                                            |                                           | 4,179   |        |         | 320    
|                                                     | Net increase in savings, NOW and money market accounts                            |                                                            |                                           | 3,903   |        |         | 4,921  
|                                                     | Net increase (decrease) in time deposits, $100,000 and over                       |                                                            |                                           | 3,806   |        |         | 5,064  
|                                                     | Net increase in other time deposits                                               |                                                            |                                           | 7,583   |        |         | 14,556 
|                                                     | Net increase (decrease) in short-term debt                                        |                                                            |                                           | 7,087   |        |         | 803    
|                                                     | Proceeds of long-term debt                                                        |                                                            |                                           | 6,000   |        |         |       
|                                                     | Cash dividends paid                                                               |                                                            |                                           | (572    | )      |         | (479   
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     |                                                                                   |                                                            | Net cash provided by financing activities |         |        | 31,986  |        
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|Net increase (decrease) in cash and cash equivalents |                                                                                   |                                                            | (5,983                                    | )       |        | 688     |        
|Cash and cash equivalents at beginning of year       |                                                                                   |                                                            | 13,006                                    |         |        | 12,318  |        
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|Cash and cash equivalents at end of year             |                                                                                   | $                                                          | 7,023                                     |         | $      | 13,006  |        
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|Supplemental information:                            |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     | Interest paid                                                                     |                                                            | $                                         | 8,470   |        | $       | 5,201  
|                                                     | Income taxes paid                                                                 |                                                            |                                           | 448     |        |         | 218    
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        
|Other non-cash investing activities:                 |                                                                                   |                                                            |                                           |         |        |         |        
|                                                     | Transfer of premises to other real estate                                         |                                                            | $                                         | 43      |        | $       |       
|                                                     | Transfer of loans to other real estate                                            |                                                            |                                           | 32      |        |         | 313    
|                                                     |                                                                                   |                                                            |                                           |         |        |         |        

See accompanying notes to consolidated financial statements.

35

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ILLINI CORPORATION AND SUBSIDIARIESNotes to Consolidated Financial Statements
December 31, 2000, 1999, and 1998

(1) Summary of Significant Accounting Policies

Illini Corporation, which operates as a single business segment, provides a full range of banking services to individual, corporate, and institutional
customers through its 14 locations throughout central Illinois. Illini Corporation and its banking subsidiaries, Illini Bank ("Illini") and Farmers State Bank of Camp Point ("Camp Point"), are subject
to competition from other financial and nonfinancial institutions providing financial products in central Illinois. Additionally, Illini Corporation, Illini, and Camp Point are subject to the
regulations of certain federal and state agencies and undergo periodic examinations by those regulatory authorities.

The
accounting and reporting policies of Illini Corporation conform to generally accepted accounting principles 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,
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Following
is a description of the more significant of these policies:

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Illini Corporation, Illini, and Camp Point after elimination of all significant intercompany
accounts and transactions.

(b) Consolidated Statements of Cash Flows

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and due from banks, interest-bearing deposits in other banks,
and federal funds sold, all of which are considered to be highly liquid assets.

(c) Investment securities

At the time of purchase, investment securities are classified into one of two categories: held to maturity or available for sale.

Investment
securities classified as held to maturity whereby management has the positive ability and intent to hold to maturity are stated at cost, adjusted for amortization of
premiums and accretion of discounts, using the interest method, over the period to maturity of the respective securities.

Investment
securities designated as available for sale, which include any security which Illini Corporation has no immediate plan to sell but which may be sold in the near future
under different circumstances, are stated at fair value. Amortization of premiums and accretion of discounts on securities available for sale are recorded using the interest method over the period to
maturity of the respective security. Unrealized holding gains and losses for available for sale securities are excluded from earnings and reported as a net amount in a separate component of
shareholders' equity until realized.

Transfers
of securities between categories are recorded at fair value at the date of transfer. Unrealized gains and losses associated with transfers of securities from held to
maturity to available for sale are recorded as a separate component of shareholders' equity. The unrealized gains or losses

36

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included in the separate component of shareholders' equity for securities transferred from available for sale to held to maturity are maintained and amortized into earnings over the remaining life of
the security as an adjustment to yield in a manner consistent with the amortization or accretion of premium or discount on the associated security. Realized gains and losses for securities are
included in earnings using the specific identification method for determining the cost basis of securities sold.

(d) Loan Income

Interest on commercial, financial, agricultural, real estate, and all other installment loans is recognized based on the principal amounts outstanding using
the simple-interest method. It is the policy of Illini Corporation to discontinue, generally when a loan becomes ninety days past due, the accrual of interest when full collectibility of principal or
interest on any loan is in doubt. Subsequent interest payments received on such loans are applied to principal if there is any doubt as to the collectibility of such principal. Otherwise, these
receipts are recorded as interest income. Accrual of interest may be resumed on a loan when performance is in accordance with the contract, and the borrower demonstrates the ability to pay and remain
current.

Loan
origination fees and certain direct loan origination costs are deferred and recognized over the lives of the related loans as an adjustment of the loan yield using a method
approximating the interest method on a loan-by-loan basis.

(e) Accounting for Impaired Loans

A loan is considered impaired when it is probable Illini Corporation will be unable to collect all amounts due, both principal and interest, according to the
contractual terms of the loan agreement. When measuring impairment, the expected future cash flows of an impaired loan are discounted at the loan's effective interest rate. Alternatively, impairment
is measured by reference to an observable market price, if one exists, or the fair value of the collateral for a collateral-dependent loan. Regardless of the measurement method used historically,
Illini Corporation measures impairment based on the fair value of the collateral when foreclosure is probable. Additionally, impairment of a restructured loan is measured by discounting the total
expected future cash flow at the loan's effective rate of interest as stated in the original loan agreement.

Illini
Corporation uses its existing nonaccrual methods for recognizing interest on impaired loans.

(f) Allowance for Loan Losses

The allowance for loan losses is increased by provisions charged to operations and is available to absorb loan losses. Illini Corporation utilizes a
systematic, documented approach in determining the
appropriate level of the allowance for loan losses. Management's approach, which provides for general and specific allowances, is based on current economic conditions, past loan losses, collection
experience, risk characteristics of the portfolio, assessing collateral values by obtaining independent appraisals for significant properties, and such other factors which, in management's judgment,
deserve recognition in estimating loan losses.

Management
believes the allowance for loan losses is adequate to absorb losses in the loan portfolio. While management uses available information to recognize losses on loans, 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 the examination process,
periodically review Illini Corporation's allowance for loan losses. Such agencies may require Illini Corporation to increase the allowance for loan losses based on their judgment about and
interpretation of information available to them at the time of their examinations.

37

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(g) Secondary Mortgage Market Operations

Illini Corporation originates Federal National Mortgage Association ("FNMA") mortgage loans for sale in the secondary market to FNMA. Mortgage loans held for
sale are recorded at the lower of cost or market value on an individual loan basis. Deferred fees on loans held for sale are not amortized. Gains and losses on the sale of these loans and loan
origination fees are recognized upon sale of the related loans and included in the consolidated statements of income as noninterest income. Additionally, loan administration fees, representing income
earned from servicing these loans sold in the secondary market to FNMA, are calculated on the outstanding principal balances of the loans serviced and recorded as noninterest income as earned.

(h) Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using primarily the straight-line method. The estimated
useful lives are 40 years for bank premises, 7 to 40 years for improvements to bank premises, and 3 to 20 years for furniture and equipment. Costs for maintenance and repairs are expensed as incurred.

(i) Federal Home Loan Bank Stock

Federal Home Loan Bank Stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the
common stock is based on a predetermined formula.

(j) Income Taxes

Illini Corporation, Illini, and Camp Point file a consolidated federal income tax return.

Deferred
tax assets and liabilities are recognized for the 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 expected to apply to taxable income in the years 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.

(k) Intangible Assets

The fair value of the individual assets acquired and liabilities assumed through acquisitions accounted for under the purchase method of accounting is recorded
as an investment by Illini Corporation. The excess of cash or market value of Illini Corporation's common stock over the fair value of the net assets acquired is recorded as the excess of cost over
fair value of net assets acquired and is included in other assets on the consolidated balance sheets. This amount is amortized on a straight-line basis over various periods not exceeding 25 years. The
premiums paid to acquire the deposits of certain subsidiaries are being amortized over a 15-year period.

Illini
Corporation assesses the recoverability of intangible assets by determining whether the amortization of the balance over its remaining life can be recovered through
undiscounted future operating cash flows of the acquired operation or deposits. The amount of impairment, if any, is measured based on projected discounted future operating cash flows using a discount
rate reflecting Illini Corporation's average cost of funds. The assessment of the recoverability of intangibles will be impacted if estimated future operating cash flows are not achieved.

38

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(l) Other Real Estate Owned

Other real estate owned ("OREO") represents property acquired through foreclosure or deeded to Illini Corporation in lieu of foreclosure on loans on which the
borrowers have defaulted. OREO also includes former bank premises that management no longer intends to use as banking facilities.

OREO
is recorded on an individual asset basis at the lower of fair value less estimated disposal costs or cost. If the fair value less estimated disposal costs is less than cost, the
deficiency is recorded by a direct write down of the individual OREO asset. Any subsequent write downs to reflect current fair value are charged to noninterest expense.

(m) Earnings Per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share gives effect to potential common stock, such as stock options or convertible notes. Illini Corporation has no instruments which are dilutive.

(n) Financial Instruments

Financial instruments are defined as cash, evidence of an ownership interest in an entity, a contract that both imposes on one entity a contractual obligation
to deliver cash or another financial instrument to a second entity, to exchange other financial instruments on potentially unfavorable terms with the second entity and conveys to that second entity a
contractual right to receive cash or another financial instrument from the first entity or to exchange other financial instruments on potentially favorable terms with the first entity.

(o) New Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities(SFAS
133), which establishes standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. SFAS 133 requires an entity to recognize
all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. SFAS 133 is effective for all fiscal periods beginning after June 15, 1999. Earlier
application of SFAS 133 is encouraged but should not be applied retroactively to financial statements of prior periods. In June 1999, the FASB issued SFAS No. 137,Accounting
for Derivative Instruments and Hedging ActivitiesDeferral of the Effective Date of FASB Statement No. 133, which states SFAS 133 shall be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. The adoption of the Statement did not have a material impact on the Company's financial condition or results of operation.

In
2000, the FASB issued Statement of Financial Accounting Standards No. 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities.This Statement replaces Statement of Financial Accounting Standards No. 125. This Statement is also effective for the recognition and reclassification of
collateral and for disclosures relating to securitization transactions. This Statement is effective for fiscal years ending after December 15, 2000. The adoption of this Statement is not anticipated
to have significant impact on the Company's financial condition or results of operations.

(p) Reclassifications

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

39

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(2) Subsequent Event

On February 22, 2001, the Company completed a $9.0 million Trust Authorized Preferred Securities (TAPS) issue. The TAPS combines the equity characteristics of
preferred stock with the tax-deductible characteristics of a debt instrument. The Federal Reserve Board allows the TAPS to be included in a bank holding company's Tier 1 Capital, limited to 25% of
Tier 1 capital.

(3) Acquisition of Camp Point

On November 19, 1999, Illini Corporation consummated its previously announced agreement to acquire all of the outstanding shares of Camp Point through the
merger of Camp Point with a wholly owned subsidiary of Illini Corporation. As a result of the merger, the shareholders of Camp Point received a total of 123,333 shares of Illini Corporation common
stock and cash in the amount of $3,256,260. At the date of acquisition, Camp Point had total assets and deposits of $33.0 million and $28.1 million, respectively. The transaction had a total value of
approximately $6.4 million, and was accounted for under the purchase method of accounting. Accordingly, the results of operations of Camp Point have been included in the consolidated financial
statements of Illini Corporation since the date of acquisition. Under this method of accounting, the purchase price is allocated to the respective assets acquired and liabilities assumed based on
their estimated fair values, net of applicable income tax effects. The total purchase price of approximately $6.4 million was allocated to the assets acquired and liabilities assumed as follows (in
thousands):

| | Purchase price                                                                              |  | $                                                     | 6,363  |  
| | ------------------------------------------------------------------------------------------- |  | ----------------------------------------------------- | ------ | -
| | Net asset value of Camp Point at acquisition                                                |  |                                                       | (4,306 | )
| | Adjustment to Camp Point's historical carrying values ofpremises and equipment, net of tax |  |                                                       | (165   | )
| |                                                                                             |  |                                                      
| |                                                                                             |  | Excess of cost over fair value of net assets acquired |        | $
| |                                                                                             |  |                                                      

The
intangible asset of approximately $1.9 million representing the excess of cost over fair value of net assets acquired is included in other assets in the consolidated balance
sheets of Illini Corporation and is being amortized over 15 years on a straight-line basis.

A
summary of unaudited pro forma consolidated financial information for the years ended December 31, 1999 and 1998 for Illini Corporation and Camp Point as if the transaction had
occurred on January 1, 1998 is as follows (in thousands):

| |                          | 1999 |   | 1998 
| | ------------------------ | ---- | - | -----
| | Net interest income      |      | $ | 7,487
| | Net income               |      |   | 687  
| | Basic earnings per share |      |   | 1.20 
| |                          |      |   |      

(4) Sale of Branch Facility

In October 2000, the Company sold certain fixed assets of two branches located in Menard County and deposit liabilities of three branches. Total deposits for
the Menard County branches were approximately $11,832,000 and fixed assets were approximately $174,000. The Company recognized a before tax gain on the sale of the deposits of $695,000 and a gain on
the sale of fixed assets of $376,000.

40

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(5) Investment Securities

The amortized cost and fair value of investment securities classified as available for sale at December 31, 2000 and 1999 are presented below:

|                                                  |  | December 31, 2000
|------------------------------------------------- |  | -----------------
|
|
|United States Treasury and United States agencies |  | $                
|Mortgage-backed securities                        |  |                  
|Collateralized mortgage obligations               |  |                  
|Obligations of state and political subdivisions   |  |                  
|FHLB stock                                        |  |                  
|                                                  |  |                  
|                                                  |  | $                
|                                                  |  |                  

|                                                  |  | December 31, 1999
|------------------------------------------------- |  | -----------------
|
|
|United States Treasury and United States agencies |  | $                
|Mortgage-backed securities                        |  |                  
|Collateralized mortgage obligations               |  |                  
|Obligations of state and political subdivisions   |  |                  
|Corporate Bonds                                   |  |                  
|FHLB stock                                        |  |                  
|                                                  |  |                  
|                                                  |  | $                
|                                                  |  |                  

The
amortized cost and fair value of investment securities classified as available for sale at December 31, 2000, by contractual maturity, are shown below. Expected maturities may
differ from contractual maturities because certain issuers have the right to call or prepay obligations with or without call or prepayment penalties.

|                                       |  | Amortized
cost |        | Fair
value
|-------------------------------------- |  | -------------- | ------ | ----------
|
|Due in one year or less                |  | $              | 4,897  |           
|Due after one year through five years  |  |                | 9,339  |           
|Due after five years through ten years |  |                | 8,489  |           
|Due after ten years                    |  |                | 3,185  |           
|                                       |  |                |        |           
|                                       |  |                | 25,910 |           
|Mortgage-backed securities             |  |                | 15,672 |           
|Collateralized mortgage obligations    |  |                | 11,829 |           
|FHLB stock                             |  |                | 669    |           
|                                       |  |                |        |           
|                                       |  | $              | 54,080 |           
|                                       |  |                |        |           

Proceeds
from sales of investment securities during 2000, 1999, and 1998 were $4.8 million, $7.7 million, and $2.0 million, respectively. Gross gains of $1,000, $11,000, and $10,000,
and gross losses of $14,000, $5,000, and $2,000, for 2000, 1999, and 1998, respectively, were realized on those sales. The tax expense (benefit) recognized from these sales was $(5,000), $2,000, and
$3,000 for 2000, 1999, and 1998. All sales during 2000, 1999, and 1998 were from the available-for-sale category.

41

---

The market value of securities pledged to secure United States Government and other public deposits, securities sold under agreements to repurchase, and for other purposes as required
by law was approximately $25.8 million and $20.7 million at December 31, 2000 and 1999, respectively.

(6) Loans

The loan portfolio at December 31, 2000 and 1999 is composed of the following loan types:

|                                        |                                    | 2000        |        | 1999    |        
|--------------------------------------- | ---------------------------------- | ----------- | ------ | ------- | -------
|
|Commercial, financial, and agricultural |                                    | $           | 40,598 |         | $      
|Real estate:                            |                                    |             |        |         |        
|                                        | Construction                       |             |        | 12,349  |        
|                                        | Mortgage loans held for investment |             |        | 103,553 |        
|                                        | Mortgage loans held for sale       |             |        | 183     |        
|Consumer                                |                                    |             | 12,286 |         |        
|                                        |                                    |             |        |         |        
|                                        |                                    | Total loans |        |         | 168,969
|Allowance for loan losses               |                                    |             | (2,188 | )       |        
|                                        |                                    |             |        |         |        
|                                        |                                    | Net loans   |        | $       | 166,781
|                                        |                                    |             |        |         |        

Loans
serviced for others totaled approximately $75.7 million and $79.5 million at December 31, 2000 and 1999, respectively.

Illini
Corporation grants commercial, industrial, residential, and consumer loans to customers in central Illinois through its network of banking offices. Illini Corporation does not
have any particular concentration of credit in any one economic sector; however, a majority of Illini Corporation's lending occurs in and around Springfield, Illinois, with a substantial portion of
such loans secured by real estate. As such, Illini Corporation is susceptible to changes in the economic environment in the Springfield, Illinois area.

A
summary of impaired loans, which includes nonaccrual loans, at December 31, 2000, 1999, and 1998 is as follows:

|                                                  |                      | 2000 |     | 1999 |   | 1998
|------------------------------------------------- | -------------------- | ---- | --- | ---- | - | ----
|
|Nonaccrual loans                                  |                      | $    | 772 |      | $ | 559 
|Impaired loans continuing to accrue interest      |                      |      |    |      |   |    
|                                                  |                      |      |     |      |   |     
|                                                  | Total impaired loans |      | $   | 772  |   | $   
|                                                  |                      |      |     |      |   |     
|Allowance for losses on specific impaired loans   |                      | $    | 115 |      | $ | 18  
|Impaired loans with no specific related allowance |                      |      |     |      |   |     
|for loan losses                                   |                      |      | 614 |      |   | 499 
|Average balance of impaired loans during the year |                      |      | 714 |      |   | 947 
|                                                  |                      |      |     |      |   |     

Additional
interest income of $106,000 in 2000, $64,000 in 1999, and $61,000 in 1998, would have been recognized had nonaccrual loans remained current. The amount recognized as
interest income on other impaired loans continuing to accrue interest was $0 in 2000, $0 in 1999, and $29,000 in 1998. The amount recognized as interest income on nonaccrual loans was $28,905,
$14,233, and $9,679, for the years ended December 31, 2000, 1999, and 1998, respectively.

42

---

A summary of changes in the allowance for loan losses for the years ended December 31, 2000, 1999, and 1998 is as follows:

|                                                       |                      | 2000 |       | 1999 |   | 1998  |     
|------------------------------------------------------ | -------------------- | ---- | ----- | ---- | - | ----- | ----
|
|Balance at beginning of year                           |                      | $    | 1,696 |      | $ | 1,368 |     
|Balance of allowance of Camp Point at acquisition date |                      |      |      |      |   | 153   |     
|Provision charged to expense                           |                      |      | 540   |      |   | 275   |     
|Loans charged off                                      |                      |      | (192  | )    |   | (202  | )   
|Recoveries of loans previously charged off             |                      |      | 144   |      |   | 102   |     
|                                                       |                      |      |       |      |   |       |     
|                                                       | Net loan charge-offs |      |       | (48  | ) |       | (100
|                                                       |                      |      |       |      |   |       |     
|Balance at end of year                                 |                      | $    | 2,188 |      | $ | 1,696 |     
|                                                       |                      |      |       |      |   |       |     

The
following table recaps the 2000 activity for loans made by Illini and Camp Point to executive officers, directors, and principal shareholders (insiders) of Illini Corporation,
Illini, and Camp Point and/or their related interests. Such loans were made in the normal course of business on substantially the same terms, including interest rates and collateral requirements, as
those prevailing at the same time for comparable transactions with other persons and did not involve more than normal credit risk or present other unfavorable features.

|                             |  | Insider loans |     
|---------------------------- |  | ------------- | ----
|
|Balance at December 31, 1999 |  | $             | 849 
|Advances on existing loans   |  |               | 720 
|Payments received            |  |               | (748
|                             |  |               |     
|Balance at December 31, 2000 |  | $             | 821 
|                             |  |               |     

(7) Premises and Equipment

A summary of premises and equipment at December 31, 2000 and 1999 by major category is as follows:

|                              |  | 2000 |        | 1999
|----------------------------- |  | ---- | ------ | ----
|
|Land                          |  | $    | 1,013  |     
|Bank premises                 |  |      | 6,855  |     
|Furniture and equipment       |  |      | 5,027  |     
|                              |  |      |        |     
|                              |  |      | 12,895 |     
|Less accumulated depreciation |  |      | 6,340  |     
|                              |  |      |        |     
|                              |  | $    | 6,555  |     
|                              |  |      |        |     

Depreciation
charged to noninterest expense amounted to $874,000, $940,000, and $795,000 in 2000, 1999, and 1998, respectively.

Illini
Corporation completed two real estate transactions during 1998 resulting in substantial gains. A 22,000 square foot property the Company owned in Springfield was sold for
$1,350,000, and a lot in Bloomington being held for future expansion was sold for $556,000, resulting in a combined gain of $482,000. The transaction for the sale of the property in Springfield is a
sale-leaseback arrangement. The carrying value of the property was $634,000, and Illini Bank recognized $460,000 as a gain in 1998 and deferred $256,000 to be recognized over the 10 year life of the
lease.

43

---

(8) Deposits

At December 31, 2000, the scheduled maturities of time deposits are as follows:

|Year       |  | Amount
|---------- |  | ------
|
|2001       |  | $     
|2002       |  |       
|2003       |  |       
|2004       |  |       
|2005       |  |       
|Thereafter |  |       
|           |  |       
|           |  | $     
|           |  |       

(9) Short-term debt

A summary of short-term debt at December 31, 2000 and 1999 is as follows:

|                                            |                       | 2000 |       | 1999 
|------------------------------------------- | --------------------- | ---- | ----- | -----
|
|Federal funds purchased                     |                       | $    | 7,110 |      
|Securities sold under repurchase agreements |                       |      | 371   |      
|Operating line of credit                    |                       |      | 1,000 |      
|                                            |                       |      |       |      
|                                            | Total short-term debt |      | $     | 8,481
|                                            |                       |      |       |      

Securities
sold under agreements to repurchase consist of obligations of the Company to other parties. The obligations are secured by securities and such collateral is held by
Commerce Bank. The maximum amount of outstanding agreements at any month end during 2000 and 1999 totaled $402,000 and $394,000 and the monthly average of such agreements totaled $384,000 and
$262,000. The agreements at December 31, 2000, mature within 9 months.

In
connection with funding the acquisition of Camp Point, Illini Corporation borrowed $1,000,000 under a note payable with an unaffiliated bank, which is secured by all the issued and
outstanding shares of common stock of Illini and Camp Point. The rate of interest is the prime rate of interest (9.5% at December 31, 2000). The note payable matures on December 1, 2001. The average
weighted interest rate on the note payable was 9.27% during 2000. On March 1, 2001 the note payable was paid in full.

(10) Long-Term Debt

The following summarizes long-term debt at December 31, 2000. There was no long-term debt as of December 31, 1999.

|                                                                                                                       |                      | 2000
|---------------------------------------------------------------------------------------------------------------------- | -------------------- | ----
|
|Federal Home Loan Bank advances, due at various dates through August 28, 2003, fixed rates ranging from 6.28% to 6.83% |                      | $   
|                                                                                                                       |                      |     
|                                                                                                                       | Total long-term debt |     
|                                                                                                                       |                      |     

The
Federal Home Loan Bank advances are secured by first-mortgage loans totaling $10.0 million. Advances are subject to restrictions or penalties in the event of repayment.

44

---

At December 31, 2000, the scheduled maturities of long-term debt are as follows:

Year

Amount(dollars in thousands)2001

$
2002


4,0002003


2,000$
6,000


(11) Income Taxes

The components of income tax expense (benefit) for the years ended December 31, 2000, 1999, and 1998 are as follows:

|                      |         | 2000 |      | 1999 |   | 1998 |    
|--------------------- | ------- | ---- | ---- | ---- | - | ---- | ---
|
|Current income taxes: |         |      |      |      |   |      |    
|                      | Federal |      | $    | 996  |   | $    | 243
|                      | State   |      |      | 49   |   |      |   
|Deferred income taxes |         |      | (371 | )    |   | (8   | )  
|                      |         |      |      |      |   |      |    
|                      |         | $    | 674  |      | $ | 235  |    
|                      |         |      |      |      |   |      |    

A
reconciliation of expected income tax expense to federal income tax expense, computed by applying the federal statutory rate of 34% to income before income tax expense for the years
ended December 31, 2000, 1999, and 1998 to reported income tax expense, is as follows:

|                                                    |                       | 2000       |     | 1999 |    | 1998 |     
|--------------------------------------------------- | --------------------- | ---------- | --- | ---- | -- | ---- | ----
|
|Income tax expense at statutory rate                |                       | $          | 805 |      | $  | 308  |     
|Increase (decrease) in income taxes resulting from: |                       |            |     |      |    |      |     
|                                                    | Tax-exempt income     |            |     | (204 | )  |      | (124
|                                                    | Goodwill amortization |            |     | 56   |    |      | 9   
|                                                    | State income taxes    |            |     | (32  | )  |      |    
|                                                    |                       | Other, net |     |      | 49 |      |     
|                                                    |                       |            |     |      |    |      |     
|Income tax expense                                  |                       | $          | 674 |      | $  | 235  |     
|                                                    |                       |            |     |      |    |      |     

45

---

The
tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2000 and 1999 are presented
below:

|                          |                                                     | 2000                                 |   | 1999 |    
|------------------------- | --------------------------------------------------- | ------------------------------------ | - | ---- | ---
|
|Deferred tax assets:      |                                                     |                                      |   |      |    
|                          | Loans, principally due to allowance for loan losses |                                      | $ | 468  |    
|                          | Alternative minimum tax carryforward                |                                      |   |     |    
|                          | Investment securities, basis differences            |                                      |   |     |    
|                          | Available-for-sale securities market valuation      |                                      |   |     |    
|                          | Legal fees                                          |                                      |   | 85   |    
|                          | Other                                               |                                      |   |     |    
|                          |                                                     |                                      |   |      |    
|                          |                                                     | Gross deferred tax assets            |   |      | 553
|                          | Less valuation allowance                            |                                      |   |     |    
|                          |                                                     |                                      |   |      |    
|                          |                                                     | Deferred tax assets, net             |   |      | 553
|                          |                                                     |                                      |   |      |    
|Deferred tax liabilities: |                                                     |                                      |   |      |    
|                          | Available-for-sale securities market valuation      |                                      |   | 188  |    
|                          | Investment securities, basis differences            |                                      |   | 6    |    
|                          | Premises and equipment, basis differences           |                                      |   | 1    |    
|                          | Cash to accrual conversion                          |                                      |   | 40   |    
|                          | FHLB stock                                          |                                      |   | 17   |    
|                          |                                                     |                                      |   |      |    
|                          |                                                     | Total gross deferred tax liabilities |   |      | 252
|                          |                                                     |                                      |   |      |    
|                          |                                                     | Net deferred tax asset               |   | $    | 301
|                          |                                                     |                                      |   |      |    

The
alternative minimum tax carry forward has no expiration date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in
making this assessment. A valuation allowance is provided on deferred tax assets when it is more likely than not that some portion of the assets will not be realized. Illini Corporation established a
valuation allowance in the amount of $60,114 for deferred tax assets at December 31, 1996. In 2000 the net effect of alternative minimum tax credits reduced the valuation allowance to zero.

(12) Employee Benefits

Illini Corporation has a defined contribution 401(k) plan that covers substantially all employees of Illini. Both Illini Corporation and employees of Illini
may contribute to the plan. Illini Corporation's contributions are voluntary and at the discretion of the Board of Directors. All contributions are subject to statutory restrictions. Illini made
contributions of $44,000, $40,000, and $37,000 to the plan in 2000, 1999, and 1998, respectively.

Camp
Point maintains a profit-sharing plan for all employees meeting certain eligibility requirements. Camp Point makes contributions to the plan based on an annual election. The
annual election amount is allocated to the participants based on the percentage of their compensation. All contributions are one-third, two-thirds, and 100% vested after one, two, and three years of
service, respectively. Contributions are made by Camp Point and subject to statutory restrictions. Camp Point made a contribution of $21,200 and $3,000 to the plan in 2000 and 1999, respectively. In
December 2000 the plan was terminated with proceeds being distributed to the members of the plan. Effective January 1, 2001, Camp Point employees will be included in the Illini Corporation defined
contribution 401(k) plan.

46

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(13) Other Comprehensive Income

Illini Corporation's other comprehensive income for the years ended December 31, 2000, 1999, and 1998 included the following components:

|                                                                            |                                   | 2000 |      
|--------------------------------------------------------------------------- | --------------------------------- | ---- | -----
|
|Net realized and unrealized gains (losses) on securities available for sale |                                   | $    | 1,419
|Less adjustment for net securities gains (losses) realized in net income    |                                   |      | (13  
|                                                                            |                                   |      |      
|                                                                            | Other comprehensive income (loss) |      | $    
|                                                                            |                                   |      |      

|                                                                            |                                   | 1999 |       
|--------------------------------------------------------------------------- | --------------------------------- | ---- | ------
|
|Net realized and unrealized gains (losses) on securities available for sale |                                   | $    | (1,568
|Less adjustment for net securities gains (losses) realized in net income    |                                   |      | 6     
|                                                                            |                                   |      |       
|                                                                            | Other comprehensive income (loss) |      | $     
|                                                                            |                                   |      |       

|                                                                            |                                   | 1998
|--------------------------------------------------------------------------- | --------------------------------- | ----
|
|Net realized and unrealized gains (losses) on securities available for sale |                                   | $   
|Less adjustment for net securities gains (losses) realized in net income    |                                   |     
|                                                                            |                                   |     
|                                                                            | Other comprehensive income (loss) |     
|                                                                            |                                   |     

47

---

(14) Condensed Financial Information of Parent Company

Following are condensed balance sheets as of December 31, 2000 and 1999 and the related condensed schedules of income and cash flows for each of the years in
the three-year period ended December 31, 2000 of Illini Corporation (parent company only):

Condensed Balance Sheets  December 31, 2000 and 1999

|                                      |                                                       | 2000 |        | 1999  
|------------------------------------- | ----------------------------------------------------- | ---- | ------ | ------
|
|ASSETS:                               |                                                       |      |        |       
|                                      | Cash                                                  |      | $      | 956   
|                                      | Investment in subsidiaries                            |      |        | 18,937
|                                      | Excess of cost over fair value of net assets acquired |      |        | 284   
|                                      | Other assets                                          |      |        | 697   
|                                      |                                                       |      |        |       
|                                      |                                                       | $    | 20,874 |       
|                                      |                                                       |      |        |       
|LIABILITIES AND SHAREHOLDER'S EQUITY: |                                                       |      |        |       
|                                      | Note payable                                          |      | $      | 1,000 
|                                      | Other liabilities                                     |      |        | 516   
|                                      | Shareholders' equity                                  |      |        | 19,358
|                                      |                                                       |      |        |       
|                                      |                                                       | $    | 20,874 |       
|                                      |                                                       |      |        |       

Condensed Schedules of Income    Years Ended December 31, 2000, 1999, and 1998

|                                                             |                                                                                     | 2000       |       | 1999  |       | 1998  
|------------------------------------------------------------ | ----------------------------------------------------------------------------------- | ---------- | ----- | ----- | ----- | ------
|
|REVENUE:                                                     |                                                                                     |            |       |       |       |       
|                                                             | Dividends received from subsidiaries                                                |            | $     | 2,900 |       | $     
|                                                             | Other                                                                               |            |       | 0     |       |       
|                                                             |                                                                                     |            |       |       |       |       
|                                                             |                                                                                     |            | 2,900 |       |       | 3,881 
|                                                             |                                                                                     |            |       |       |       |       
|EXPENSES:                                                    |                                                                                     |            |       |       |       |       
|                                                             | Interest expense                                                                    |            |       | 93    |       |       
|                                                             | Professional fees                                                                   |            |       | 838   |       |       
|                                                             | Other                                                                               |            |       | 244   |       |       
|                                                             |                                                                                     |            |       |       |       |       
|                                                             |                                                                                     |            | 1,175 |       |       | 889   
|                                                             |                                                                                     |            |       |       |       |       
|                                                             | Income before income tax benefit and equity in undistributed income of subsidiaries |            |       | 1,725 |       |       
|Income tax benefit                                           |                                                                                     |            | 391   |       |       | 281   
|Equity in undistributed (distributed) income of subsidiaries |                                                                                     |            | (421  | )     |       | (2,601
|                                                             |                                                                                     |            |       |       |       |       
|                                                             |                                                                                     | Net income |       | $     | 1,695 |       
|                                                             |                                                                                     |            |       |       |       |       

48

---

Condensed Schedules of Cash Flows    Years Ended December 31, 2000, 1999, and 1998

|                                      |                                                                                             | 2000                                                         |     | 1999  |       | 1998 |       
|------------------------------------- | ------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | --- | ----- | ----- | ---- | ------
|
|Cash flows from operating activities: |                                                                                             |                                                              |     |       |       |      |       
|                                      | Net income                                                                                  |                                                              | $   | 1,695 |       | $    | 672   
|                                      | Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                                              |     |       |       |      |       
|                                      |                                                                                             | Depreciation and amortization                                |     |       | 27    |      |       
|                                      |                                                                                             | Equity in (undistributed) distributed income of subsidiaries |     |       | 421   |      |       
|                                      |                                                                                             | Other, net                                                   |     |       | (151  | )    |       
|                                      |                                                                                             |                                                              |     |       |       |      |       
|                                      |                                                                                             | Net cash provided by operating activities                    |     |       | 1,992 |      |       
|                                      |                                                                                             |                                                              |     |       |       |      |       
|Cash flows from investing activities: |                                                                                             |                                                              |     |       |       |      |       
|                                      | Net cash paid for acquisition                                                               |                                                              |     |      |       |      | (3,256
|                                      | Equity investment in subsidiary                                                             |                                                              |     | (750  | )     |      |      
|                                      | Proceeds from sales of debt and marketable equity securities available for sale             |                                                              |     |      |       |      |      
|                                      |                                                                                             |                                                              |     |       |       |      |       
|                                      |                                                                                             | Net cash (used in) provided by investing activities          |     |       | (750  | )    |       
|                                      |                                                                                             |                                                              |     |       |       |      |       
|Cash flows from financing activities: |                                                                                             |                                                              |     |       |       |      |       
|                                      | Proceeds from note payable                                                                  |                                                              |     |      |       |      | 1,000 
|                                      | Cash dividends paid                                                                         |                                                              |     | (572  | )     |      | (479  
|                                      |                                                                                             |                                                              |     |       |       |      |       
|                                      |                                                                                             | Net cash provided by (used in) financing activities          |     |       | (572  | )    |       
|                                      |                                                                                             |                                                              |     |       |       |      |       
|                                      |                                                                                             | Net increase (decrease) in cash                              |     |       | 670   |      |       
|Cash at beginning of year             |                                                                                             |                                                              | 286 |       |       | 315  |       
|                                      |                                                                                             |                                                              |     |       |       |      |       
|Cash at end of year                   |                                                                                             | $                                                            | 956 |       | $     | 286  |       
|                                      |                                                                                             |                                                              |     |       |       |      |       
|Supplemental information:             |                                                                                             |                                                              |     |       |       |      |       
|                                      | Interest paid                                                                               |                                                              | $   | 92    |       | $    | 7     
|                                      | Income taxes paid                                                                           |                                                              |     | 448   |       |      | 218   
|                                      |                                                                                             |                                                              |     |       |       |      |       

(15) Disclosures About Financial Instruments

Illini Corporation is 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. Such instruments may involve, to varying degrees, elements of credit risk in excess of the amounts
recognized in the consolidated balance sheets. The contractual amounts of these instruments reflect the extent of involvement Illini Corporation has in particular classes of financial instruments.

Illini
Corporation'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 these instruments. Illini Corporation uses the same credit policies in making commitments and conditional obligations as it does for financial
instruments recorded in the

49

---

consolidated balance sheets. The off-balance-sheet financial instruments of Illini Corporation at December 31, 2000 and 1999 are presented below:

|                                                                       |                              | 2000 |        | 1999  
|---------------------------------------------------------------------- | ---------------------------- | ---- | ------ | ------
|
|Financial instruments whose contractual amounts represent credit risk: |                              |      |        |       
|                                                                       | Commitments to extend credit |      | $      | 28,905
|                                                                       | Letters of credit            |      |        | 764   
|                                                                       |                              |      |        |       
|                                                                       |                              | $    | 29,669 |       
|                                                                       |                              |      |        |       

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. Of the total commitments to extend
credit at December 31, 2000 and 1999, approximately $14.9 million and $8.0 million, respectively, represent fixed-rate loan commitments. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future
cash requirements. Illini Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on management's credit
evaluation of the counterparty. Collateral held varies, but generally includes residential or income-producing commercial property, inventory, accounts receivable, and/or equipment.

Standby
letters of credit are conditional commitments issued by Illini Corporation to guarantee the performance of a customer to a third party. The credit risk involved in issuing
such letters of credit is essentially the same as that involved in extending other financing arrangements with customers. Illini Corporation holds collateral to support such commitments for which
collateral is deemed necessary.

50

---

Following is a summary of the carrying amounts and fair values of Illini Corporation's financial instruments at December 31, 2000 and 1999:

|December 31, 2000          |                                          | Carrying
amount |         | Fair
value
|-------------------------- | ---------------------------------------- | --------------- | ------- | ----------
|
|Balance sheet assets:      |                                          |                 |         |           
|                           | Cash and due from banks                  |                 | $       | 6,993     
|                           | Interest-bearing deposits in other banks |                 |         | 30        
|                           | Investment securities                    |                 |         | 54,602    
|                           | Loans, net                               |                 |         | 166,781   
|                           | Accrued interest receivable              |                 |         | 2,395     
|                           |                                          |                 |         |           
|                           |                                          | $               | 230,801 |           
|                           |                                          |                 |         |           
|Balance sheet liabilities: |                                          |                 |         |           
|                           | Deposits                                 |                 | $       | 203,292   
|                           | Short-term debt                          |                 |         | 8,481     
|                           | Long-term debt                           |                 |         | 6,000     
|                           | Accrued interest payable                 |                 |         | 1,181     
|                           |                                          |                 |         |           
|                           |                                          | $               | 218,954 |           
|                           |                                          |                 |         |           

|December 31, 1999          |                                          | Carrying
amount |         | Fair
value
|-------------------------- | ---------------------------------------- | --------------- | ------- | ----------
|Balance sheet assets:      |                                          |                 |         |           
|                           | Cash and due from banks                  |                 | $       | 7,383     
|                           | Interest-bearing deposits in other banks |                 |         | 28        
|                           | Federal funds sold                       |                 |         | 5,595     
|                           | Investment securities                    |                 |         | 56,976    
|                           | Loans, net                               |                 |         | 134,020   
|                           | Accrued interest receivable              |                 |         | 1,908     
|                           |                                          |                 |         |           
|                           |                                          | $               | 205,910 |           
|                           |                                          |                 |         |           
|Balance sheet liabilities: |                                          |                 |         |           
|                           | Deposits                                 |                 | $       | 195,653   
|                           | Short-term debt                          |                 |         | 1,394     
|                           | Accrued interest payable                 |                 |         | 1,122     
|                           |                                          |                 |         |           
|                           |                                          | $               | 198,169 |           
|                           |                                          |                 |         |           

The
following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate such value:



For cash, due from banks, interest-bearing deposits in other banks, federal funds sold, securities sold under agreements to repurchase, and note payable, the
carrying amount is a reasonable estimate of fair value, as such instruments reprice in a short time period.



Fair values of investment securities are based on quoted market prices or dealer quotes.

51

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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 installment. Each loan category is further segmented into fixed- and adjustable-rate interest terms and by performing and nonperforming categories.

For
certain homogeneous categories of performing loans, such as certain residential mortgages and other consumer loans, fair value is estimated using the quoted market prices for
securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates
at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Fair
value for nonperforming loans is based on recent external appraisals. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk
associated with the estimated cash flows. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower
information.

Accrued Interest Receivable and Payable

For accrued interest receivable and payable, the carrying amount is a reasonable estimate of fair value because of the short maturity for this financial
instrument.

Deposits

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, NOW and money market accounts, and savings accounts is equal
to the amounts 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 the rates currently offered for
deposits of similar remaining maturities.

Short-term Debt

Short-term debt consists of short-term borrowing arrangements. The rates at December 31, 2000, approximate market rates, thus the fair value approximates
carrying value.

Long-term Debt

The fair values of these borrowings are estimated using a discounted cash flow calculation, based on current rates for similar debt.

Commitments to Extend Credit and Standby Letters of Credit

The fair value of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter into similar agreements,
taking into account the remaining terms of the agreements, the likelihood of the counterparties drawing on such financial instruments, and the present creditworthiness of such counterparties. Illini
Corporation believes such commitments have been made on terms which are competitive in the markets in which it operates; however, no premium or discount is offered thereon, and accordingly, Illini
Corporation has not assigned a value to such instruments for purposes of this disclosure.

(16) Litigation

Various legal claims have arisen against Illini Corporation in the normal course of business, which, in the opinion of Illini Corporation Management, will not
result in any material liability to Illini Corporation. Three (3) additional cases remain pending.

52

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The first case was filed in 1998 by a Shareholder of Illini Corporation against Illinois Stock Transfer Company, as Rights Agent for Illini Corporation under Illini Corporation's
Shareholder Rights
Agreement (the "Rights Agreement"), for specific performance of the Rights Agreement, both individually and on behalf of a class of Illini Corporation shareholders. The complaint alleges that the
Rights Agreement was triggered in April of 1998, and that the Rights Agent has a duty under the Rights Agreement to distribute Rights Certificates to the shareholders of Illini Corporation. Illini
Corporation was added as a Defendant in 1999, and the class has been certified. Plaintiff seeks to recover her attorneys' fees from Illini Corporation in addition to the other relief sought. In
January of 2000, the trial court entered Summary Judgement in favor of Illini Corporation and Illinois Stock Transfer Company. Plaintiff appealed this ruling denying Plaintiff's summary judgement
motion to the Illinois Appellate Court. The Appellate Court reversed the Summary Judgement for Defendants and remanded the case for trial on the issue of whether the Illini Corporation Board of
Directors acted in good faith in determining that a shareholder's acceptance of a gift of Illini Corporation Stock did not trigger the Rights Amendment and later, in Illini Corporation's later
amendment of the Rights Agreement. The Appellate Court further ruled the Plaintiff's attorneys' fees were recoverable under the Rights Agreement. As of December 31, 2000, Illini Corporation has
accrued its best estimate as a contingency reserve for this litigation. The parties have agreed to a stay of the proceedings during a period of negotiation to settle the case.

The
second complaint was filed by a Shareholder against a Illini Corporation as well as eleven (11) of its twelve (12) directors. The complaint seeks declaratory and injunctive relief
regarding the enforcement and validity of an Amendment to the Shareholder Rights Agreement. The Plaintiff seeks an undetermined amount of compensatory and punitive damages against the Directors (but
not Illini Corporation). Plaintiff also seeks recovery of her attorneys' fees from the Defendants. In January of 2000, the court granted summary judgement in favor of Illini Corporation against the
Plaintiff. Plaintiff has appealed to the Illinois Appellate Court where the appeal is now pending. Consideration of the appeal has been stayed by stipulation of the parties and as ordered by the
Appellate Court pending negotiations to settle this case.

The
third complaint was filed in April, 1999, relating to Illini Corporation's Shareholder Rights Agreement seeking specific performance of the Shareholder Rights Agreement. The suit
alleges that the Shareholder Rights Agreement was triggered and that Illini Corporation and the Rights Agent, Illinois Stock Transfer Company, have a duty to distribute Rights Certificates as a result
of the execution of certain agreements arising out of Illini Corporation's execution of a plan of merger with Farmer's State Bank of Camp Point, Illinois. The Plaintiff seeks to recover her attorneys'
fees from Illini Corporation under the fee provision of the Shareholder Rights Agreement. Illini Corporation, joined by the other Defendant, moved to dismiss the case with prejudice. The trial court
granted this motion. Plaintiff has moved for reconsideration of the dismissal and that motion is now pending. The parties have agreed to a stay of the proceedings during a period of negotiation to
settle the case.

(17) Regulatory Restrictions

Illini Corporation, Illini, and Camp Point 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 Illini Corporation's
consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Illini Corporation, Illini, and Camp Point must meet specific capital
guidelines that involve quantitative measures of Illini Corporation, Illini, and Camp Point's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting
principles. Illini Corporation, Illini, and Camp Point capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other
factors.

53

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Quantitative measures established by regulations to ensure capital adequacy require Illini Corporation, Illini, and Camp Point 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 to average assets (as defined). Management believes, as of December
31, 2000, Illini Corporation, Illini, and Camp Point meet all capital adequacy requirements to which they are subject.

As
of September 30, 2000, the most recent notification from regulatory agencies categorized Illini as adequately capitalized under the regulatory framework for prompt corrective
action. As of December 31, 2000 Camp Point is categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as adequately or well capitalized, each
bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes
have changed Illini's or Camp Point's category.

Illini
Corporation's, Illini's, and Camp Point's actual and required capital amounts and ratios as of December 31, 2000 and 1999 are as follows:

|                                              |                    | December 31, 2000 |  
|--------------------------------------------- | ------------------ | ----------------- | -
|
|
|
|Total capital (to risk-weighted assets):      |                    |                   |  
|                                              | Illini Corporation |                   | $
|                                              | Illini             |                   |  
|                                              | Camp Point         |                   |  
|Tier I capital (to risk-weighted assets):     |                    |                   |  
|                                              | Illini Corporation |                   |  
|                                              | Illini             |                   |  
|                                              | Camp Point         |                   |  
|Tier I capital (to quarterly average assets): |                    |                   |  
|                                              | Illini Corporation |                   |  
|                                              | Illini             |                   |  
|                                              | Camp Point         |                   |  

54

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|                                              |                    | December 31, 1999 |  
|--------------------------------------------- | ------------------ | ----------------- | -
|
|
|
|Total capital (to risk-weighted assets):      |                    |                   |  
|                                              | Illini Corporation |                   | $
|                                              | Illini             |                   |  
|                                              | Camp Point         |                   |  
|Tier I capital (to risk-weighted assets):     |                    |                   |  
|                                              | Illini Corporation |                   |  
|                                              | Illini             |                   |  
|                                              | Camp Point         |                   |  
|Tier I capital (to quarterly average assets): |                    |                   |  
|                                              | Illini Corporation |                   |  
|                                              | Illini             |                   |  
|                                              | Camp Point         |                   |  

Dividends
from its subsidiaries are the principal source of funds for payment of dividends by Illini Corporation to its shareholders.

Illini
and Camp Point are subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval. At December 31, 2000, Illini had
$2.5 million of retained earnings available for dividends without prior regulatory approval. At December 31, 2000, Camp Point had $118,000 of retained earnings available for dividends
without prior regulatory approval.

At
December 31, 2000 and 1999, approximately $1,162,000 and $1,175,000, respectively, of cash and due from banks represented required reserves on deposits maintained by Illini
Corporation in accordance with Federal Reserve Bank requirements.

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

55

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PART III.

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Information required by this Item is incorporated by reference from the sections entitled "Election of Directors," "Directors and Executive Officers,"
"Executive Officers," "Business Experience of Non-Director Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement, anticipated to be distributed to
shareholders on or before April 30, 2001.

ITEM 10.EXECUTIVE COMPENSATION

Information required by this Item is incorporated by reference from the sections entitled "Executive Compensation," "Employment Agreement" and "Compensation of
Directors" in the Proxy Statement, anticipated to be distributed to shareholders on or before April 30, 2001.

ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this Item is incorporated by reference from the section entitled "Security Ownership of Certain Beneficial Owners and Management" in
the Proxy Statement, anticipated to be distributed to shareholders on or before April 30, 2001.

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is incorporated by reference from the section titled Transactions with Directors, Executive Officers and Associates in the
Proxy Statement, anticipated to be distributed to shareholders on or before April 30, 2001.

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ITEM 13.EXHIBITS LIST AND REPORTS ON FORM 8-K

|(1)  |  | Not applicable.                                                                                                                                                                                            
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  |  | Not applicable.                                                                                                                                                                                            
|(3)  |  | (1)                                                                                                                                                                                                        
|     |  | (2)                                                                                                                                                                                                        
|(4)  |  | (1)                                                                                                                                                                                                        
|     |  | (2)                                                                                                                                                                                                        
|     |  | (3)                                                                                                                                                                                                        
|     |  | (4)                                                                                                                                                                                                        
|(9)  |  | Not applicable.                                                                                                                                                                                            
|(10) |  | (1)                                                                                                                                                                                                        
|     |  | (2)                                                                                                                                                                                                        
|     |  | (3)                                                                                                                                                                                                        
|     |  | (4)                                                                                                                                                                                                        
|     |  | (5)                                                                                                                                                                                                        
|     |  | (6)                                                                                                                                                                                                        
|     |  | (7)                                                                                                                                                                                                        
|     |  | (8)                                                                                                                                                                                                        
|(11) |  | Statement regarding computation of earnings per share is included in "Item 7. Financial Statements-Note 1(l)" which is incorporated by reference herein.                                                   
|(13) |  | Not applicable.                                                                                                                                                                                            
|(16) |  | Letter from KPMG LLP regarding its concurrence with Illini Corporation's statement regarding change of accountants (incorporated by reference to Illini Corporation's Form 8-K filed on February 24,
2000).
|(18) |  | Not applicable.                                                                                                                                                                                            
|(21) |  | Subsidiaries of the Registrant: Illini Bank, an Illinois state chartered bank and Farmers State Bank of Camp Point, an Illinois state chartered bank.                                                      
|(22) |  | Not applicable.                                                                                                                                                                                            
|(23) |  | Not applicable.                                                                                                                                                                                            
|(24) |  | Not applicable.                                                                                                                                                                                            
|(99) |  | Not applicable.                                                                                                                                                                                            

57

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|Dated:                                           |  | March 28, 2001 |  | 
|------------------------------------------------ |  | -------------- |  | 
|ILLINI CORPORATION, Registrant, by               |  |               
|/s/ BURNARD K. MCHONEBurnard K. McHone,President |  |               

In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|/s/ THOMAS A. BLACK              |  | March 28, 2001 |  | /s/ BURNARD K. MCHONE                                                        |  | March 28, 2001
|-------------------------------- |  | -------------- |  | ---------------------------------------------------------------------------- |  | --------------
|                                 |  |               
|Thomas A. Black, Chairman        |  | Date           |  | Burnard K. McHone, Director & Pres. (Principal Executive Officer)            |  | Date          
|/s/ LAWRENCE B. CURTIN           |  | March 28, 2001 |  | /s/ ROBERT F. OLSON                                                          |  | March 28, 2001
|                                 |  |               
|Lawrence B. Curtin, Director     |  | Date           |  | Robert F. Olson, Director                                                    |  | Date          
|/s/ CHARLES H. DELANO, III       |  | March 28, 2001 |  | /s/ JOHN H. PICKRELL                                                         |  | March 28, 2001
|                                 |  |               
|Charles H. Delano, III, Director |  |                |  | John H. Pickrell, Director                                                   |  | Date          
|/s/ WILLIAM N. ETHERTON          |  | March 28, 2001 |  | /s/ N. RONALD THUNMAN                                                        |  | March 28, 2001
|                                 |  |               
|William N. Etherton, Director    |  | Date           |  | N. Ronald Thunman, Director                                                  |  | Date          
|/s/ WILLIAM B. MCCUBBIN          |  | March 28, 2001 |  | /s/ CATHLEEN SWEETEN                                                         |  | March 28, 2001
|                                 |  |               
|William B. McCubbin, Director    |  | Date           |  | Cathleen Sweeten, Director                                                   |  | Date          
|/s/ PERRY WILLIAMS               |  | March 28, 2001 |  | /s/ C. DEANN HAGER                                                           |  | March 28, 2001
|                                 |  |               
|Perry Williams, Director         |  | Date           |  | C. Deann Hager, Finance Manager (Principal Financial and Accounting Officer) |  | Date          

58

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EXHIBIT INDEX

|(10)(8) |  | Employment agreement by and between Illini Corporation and Daniel R. Haider, Jr. dated June 1, 2000.
|------- |  | ----------------------------------------------------------------------------------------------------

59

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|Illini Corporation, Illini Bank and
Farmers State Bank of Camp Point Officers                                                                                                                                                                                                                                                                                                                                            |  | Illini Bank Locations                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Illini CorporationBurnard K. McHone
President
James L. Adkins
Sr. Vice President/Chief Operating Officer
Daniel R. Haider, Jr.
Sr. Vice President/Safety and Soundness
Ronald Wenger
Sr. Vice President/Credit Administration
Doug F. Finn
Vice President/Sales & Service
C. Deann Hager
Finance Manager Illini BankBurnard K. McHone
President
James L. Adkins
Sr. Vice President/Chief Operating Officer
Ronald Wenger |  | 3200 West Iles Avenue
Springfield Jean Jachino, Bank Manager I120 South Chatham Road
Springfield Ann Cowhick, Bank Manager I615 West Jefferson St.
Springfield Steve Tate, Bank Manager I2120 Peoria Road
Springfield Teresa Mayer, Bank Manager I375 West Andrew Road
Sherman Jim McGuire, Relationship Banker133 Dodds Street
Divernon Vickie Bly, Bank Manager IIRoute 4 and Jefferson
Auburn Molly Appelt, Bank Manager II
|Sr. Vice President/Credit Administration
Doug F. Finn
Vice President/Sales & Service
C. Deann Hager
Finance Manager
Nancy Richards
Vice President/Relationship Banker
Terry Lock
Vice President/Relationship Banker                                                                                                                                                                                                      |  | Farmers State Bank of Camp Point Location206 E. Wood Street
Camp Point Jeffrey S. Mefford, President                                                                                                                                                                                                                                                                                                                          
|Farmers State Bank of Camp PointJeffrey S. Mefford
President
Terry Reuschel
Vice President
Anne Hunsaker
Vice President/Cashier                                                                                                                                                                                                                                                                                          |  | Stock Transfer AgentIllinois Stock Transfer
209 West Jackson Blvd.
Suite 903
Chicago, IL 60606
1-800-757-5755                                                                                                                                                                                                                                                                                                                 

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