<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                 /X/ Annual Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934 (FEE REQUIRED)

              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, 1999
                            Commission file number 0-13343

                               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)

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 1999 were $14,095,000.

On March 1, 2000, 571,789 shares of common stock were outstanding. The
aggregate market value of such shares held by non-affiliates of the
registrant was approximately $17,153,670 (based on the average of the bid and
asked prices of securities traded through Hillard Lyons & Associates,
Louisville, Kentucky).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Corporation's definitive proxy statement for the 2000 Annual
Meeting of Shareholders (the "Proxy Statement") are incorporated by reference
into Part III, hereof.

                                       1
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                                                          PAGE
<S>                                                                                                             <C>
1.   Description of Business.......................................................................................2
2.   Properties....................................................................................................7
3.   Legal Proceedings.............................................................................................8
4.   Submission of Matters to a Vote of Security Holders...........................................................9

PART II

5.   Market for Common Equity and Related Stockholder Matters.....................................................10
6.   Management's Discussion and Analysis of Financial Condition & Results of Operations..........................10
7.   Financial Statements.........................................................................................31
8.   Changes in and Disagreements with Accountants
     on Accounting and Financial Disclosure.......................................................................52

PART III

9.   Directors and Executive Officers of the Registrant...........................................................52
10.  Executive Compensation.......................................................................................52
11.  Security Ownership of Certain Beneficial Owners and Management...............................................52
12.  Certain Relationships and Related Transactions...............................................................52
13.  Exhibits and Reports on Form 8-K.............................................................................53

Signatures........................................................................................................54

</TABLE>

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 18 locations
throughout five counties in central Illinois, and Farmers State Bank of Camp
Point. 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 $180.9 million at December 31, 1999. Illini maintains 18 banking
facilities in the following Illinois communities: Springfield, Lincoln,
Petersburg, Auburn, Danvers, Dawson, Divernon, Elkhart, Greenview, Hudson,
Mechanicsburg, Owaneco, Sherman, Stonington, and Tallula. Farmers State Bank
of Camp Point ("Camp Point") is an Illinois state bank, which had total
assets of $35.7 million at December 31, 1999. 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.

                                       2
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     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.

-    COMPETITION

     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.

-    SUPERVISION AND REGULATION - GENERAL

     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 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.

-    THE BANK HOLDING COMPANY ACT

     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.

                                       3
<PAGE>

     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.

     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 office, 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.

-    RECENT DEVELOPMENTS

     On November 12, 1999, President Clinton signed the Gramm-Leach-Bliley
Act ("GLB Act"). 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, PROVIDED that 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 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.

                                       4
<PAGE>

     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." The new law requires the promulgation of
several new regulations, which are expected to be finalized by November 12,
2000 (i.e., one year after passage of the law). At present, we are unable to
predict the impact the Gramm-Leach-Bliley Act will have on Illini Corporation
and its subsidiaries.

-    DIVIDEND RESTRICTIONS

     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 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.

-    TRANSACTIONS WITH AFFILIATES AND INSIDERS

     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.

-    DEPOSIT INSURANCE

     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

                                       5
<PAGE>

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.

-    CAPITAL REQUIREMENTS

     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 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 14
included under Item 7 for a summary of Illini Corporation's capital ratios as
of December 31, 1999 and 1998.

     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, 1999, 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.

-    SAFETY AND SOUNDNESS GUIDELINES

     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.

                                       6
<PAGE>

-    MONETARY POLICY AND ECONOMIC CONDITIONS

     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.

-    EMPLOYEES

     As of December 31, 1999, Illini Corporation, Illini and Camp Point had
111 total employees and 81 full-time employees.

-    STATISTICAL DISCLOSURE

<TABLE>
<CAPTION>
                                                                          PAGE(S)
<S>                                                                       <C>
Consolidated Average Balances, Interest
     Income/Expense and Yields/Rates......................................21 & 22
Rate/Volume Variance Analysis..................................................20
Investment Securities Available for Sale.......................................12
Investment Securities Available for Sale Maturity Schedule.....................13
Loan Portfolio.................................................................13
Selected Loan Maturity and Interest Rate Sensitivity...........................14
Nonperforming Assets...........................................................25
Summary of Loan Loss Experience................................................24
Allocation of Allowance for Loan Losses........................................24
Maturities of Time Deposits....................................................15
Return on Equity and Assets....................................................19
Interest Rate Sensitivity Analysis.............................................16
Noninterest Income.............................................................27
Noninterest Expense............................................................28

</TABLE>

ITEM 2. - DESCRIPTION OF PROPERTIES

         Illini Corporation's corporate offices are located at 3200 West Iles
Avenue, Springfield, Illinois. Illini owns 15 and leases three of the banking
offices at which it operates. Operating leases are further discussed in "Item
7. Financial Statements-Note 5" which is incorporated by reference herein.
Illini operates four banking offices in Springfield, Illinois and one each in
the following Illinois communities: Auburn, Danvers, Dawson, Divernon,
Elkhart, Greenview, Hudson, Lincoln, Mechanicsburg, Owaneco, Petersburg,
Sherman, Stonington, and Tallula. Illini leases space for the banking offices
in Lincoln, Petersburg and 615 W. Jefferson, Springfield. Camp Point owns and
operates one office in Camp Point, Illinois, located at 206 E. Wood Street.

                                       7
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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. ISTC is being
represented in the litigation by Howard & Howard, which 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. Illini
Corporation is represented in the litigation by Howard & Howard. 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 their 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.

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

                                       8
<PAGE>

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 will be held on April 11, 2000.

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. The presiding judge recused himself just prior to a
scheduled case management conference on March 9, 2000. We are awaiting
reassignment by the chief judge of the circuit to a new judge.

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 1999.

                                       9
<PAGE>

PART II.

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

     The common stock of Illini Corporation is traded 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
as reported by Hillard Lyons & Associates, Dean Witter Reynolds, Inc. and
Howe Barnes Investments, Inc. in 1999 and 1998. The prices shown do not
reflect retail mark-ups, markdowns, or commissions and may not represent
actual transactions.

<TABLE>
<CAPTION>
                                                                       CASH
                                                                  DIVIDENDS
1999                          HIGH                LOW              DECLARED
---------------------------------------------------------------------------
<S>                        <C>                <C>                <C>
1ST QUARTER                 $29.00             $28.75                  $.25
2ND QUARTER                  29.00              29.00                   .25
3RD QUARTER                  30.50              29.00                   .25
4TH QUARTER                  30.50              30.00                   .25

</TABLE>
<TABLE>
<CAPTION>
                                                                       CASH
                                                                  DIVIDENDS
1998                          HIGH                LOW              DECLARED
---------------------------------------------------------------------------
<S>                        <C>                <C>                <C>
1st Quarter                 $28.50             $28.00                  $.25
2nd Quarter                  28.50              28.50                   .25
3rd Quarter                  28.75              28.50                   .25
4th Quarter                  28.75              28.75                   .25

</TABLE>

     As of December 31, 1999, there were 1,457 shareholders of record of
Illini Corporation common stock.

     In 1999 and 1998, Illini Corporation issued $1.00 per share in
dividends, which resulted in $479,289.25 in 1999 and $448,456.00 in 1998. 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

-    INTRODUCTION

     The following discussion highlights the significant factors affecting
the operations and financial condition of Illini Corporation for the two
fiscal years ended December 31, 1999 and December 31, 1998. The discussion
should be read in conjunction with the consolidated financial statements,
accompanying notes, and selected financial data appearing 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
2000 and beyond could differ materially from results expressed or implied by
forward looking statements in this report.

                                       10
<PAGE>

-    SUMMARY

     Management completed the reengineering of the Illini's operational
design that began in early 1998. Also, on November 19, 1999, the purchase of
Camp Point was completed. Camp Point had $33 million in total assets as of
November 19, 1999 and is located in Camp Point, Illinois. Net income for 1999
was $672,000 or $1.45 per share. This represents a 6.66% increase over 1998
net income of $630,000. The 1999 results were consistent with management's
estimates.

     The modest increase in earnings resulted from the stabilizing of
Illini's overhead structure. Interest and fee income on loans increased
$1,390,000 in 1999 to $9,117,000, a result of a focused sales efforts that
increased loan balances and the efficiency of the centralized credit
department.

     The increase in operating expenses was primarily in six areas. Increased
occupancy expense related to the increased cost of the new banking center,
increased equipment and communication expenses associated with Year 2000
upgrades, increased correspondent fees due to bank growth, and continued high
costs for attorneys and consultants assisting management with shareholder
related activities.

     Non interest income decreased $372,000 in 1999. The decrease was the
result of a gain on other real estate owned of $460,000 in 1998.

     Management continues to focus on maintaining high credit quality,
reduced operating costs, higher revenues through improved sales efforts, and
continued development of our associates in becoming a low cost, customer
first service provider.

     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 1999 AND 1998

<TABLE>
<CAPTION>
                                            1999-98               1998-97
                                            -------               -------
<S>                                         <C>                 <C>
PER SHARE

Net income prior period                      $ 1.40                $ 1.45
Change in EPS attributable to change in:
    Net interest income                        1.52                 (1.08)
    Provision for loan losses                 (0.14)                 0.22
    Noninterest income                        (0.96)                 1.45
    Noninterest expense                       (0.02)                (0.56)
    Income tax expense                        (0.35)                (0.08)
                                            ---------             --------

Net increase (decrease)                        0.05                 (0.05)
                                            -------               --------

Net income current period                   $  1.45                $ 1.40
                                            =======               =======

</TABLE>

-    OVERVIEW-BALANCE SHEET REVIEW

     Average assets were $173.3 million in 1999, an increase of $19.7
million, or 12.8%, from 1998. The acquisition of Camp Point contributed $4.1
million to the total increase of $19.7 million in average assets. Average
loans were $105.3 million in 1999, an increase of $21.3 million, or 25.4%,
from 1998. 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 consumer and commercial loan services.
Average deposits were $153.3 million in 1999, an increase of $16.7 million,
or 12.3%, from 1998. 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.

                                       11
<PAGE>

-    SECURITIES

     Total securities as of December 31, 1999 were $57.0 million, an increase
of $3.7 million, or 6.9%, over the prior year-end. At December 31, 1999 and
1998, the total securities portfolio comprised 26.3% and 33.1% 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 $8.1 million, or 14.2%, of the securities portfolio at December
31, 1999 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, 1999 totaled $31.3 million
and represent 54.9% of total securities. The distribution of mortgage-backed
securities include $18.6 million of U.S. government agency mortgage-backed
pass through securities and $12.7 million of private issue collateral
mortgage obligations, all of which are rated AAA.

     At December 31, 1999, securities available for sale totaled $57.0
million. There were no securities classified as held to maturity or trading
at the end of 1999 or 1998. The securities available for sale portfolio at
the end of 1999 included gross unrealized gains of $107,000 and gross
unrealized losses of $1,228,000, of which the combined effect, net of tax, is
included as an unrealized loss in stockholders' equity. For comparative
purposes, at December 31, 1998, gross unrealized gains of $744,000 and gross
unrealized losses of $81,000 were included in the securities available for
sale portfolio, which is set forth in "Item 7. Financial Statements -Note 3"
which is incorporated by reference herein.

-    MATURITIES AND DURATION

     The maturities and weighted average yields of the investment portfolio
at the end of 1999 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, 1999, contained no securities
of any issuer with an aggregate 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.

                                       12
<PAGE>

-------------------------------------------------------------------------------
                       MATURITIES AND YIELD OF SECURITIES

<TABLE>
<CAPTION>
                                                                     WEIGHTED AVERAGE
                                                     TOTAL         TAX EQUIVALENT YIELD
                                                     -----         --------------------
U.S. Treasury securities:                                 (dollars in thousands)
<S>                                               <C>                <C>
     0 to 1 year                                   $       200               5.77%
     1 to 5 years                                        1,987               5.57
                                                   -----------
     Total                                         $     2,187               5.59%
                                                   ===========               ====

U.S. government agencies:

     0 to 1 years                                  $     1,418               5.84%
     1 to 5 years                                       10,153               6.45
     5 to 10 years                                       1,886               6.12
                                                   -----------
     Total                                         $    13,457               6.34%
                                                   ===========               ====

Mortgage-backed securities and collateralized mortgage obligations:

     0 to 1 year                                   $     7,267               6.09%
     1 to 5 years                                       18,290               6.09
     5 to 10 years                                       3,710               6.21
     Over 10 years                                       1,988               6.18
                                                   -----------
     Total                                         $    31,255               6.11%
                                                   ===========               ====

States of the U.S. and political subdivisions:

     0 to 1 year                                   $       936               7.20%
     1 to 5 years                                        2,789               7.13
     5 to 10 years                                       4,528               7.36
     Over 10 years                                         994               8.21
                                                   -----------
     Total                                         $     9,247               7.37%
                                                   ===========               ====

Corporate Bonds

     0 to 1 year                                   $       249               6.36%

FHLB stock and other
  equity securities, no stated maturity            $       581               ----

Total securities:

     0 to 1 year                                   $    10,070               6.16%
     1 to 5 years                                       33,219               6.26
     5 to 10 years                                      10,124               6.71
     Over 10 years                                       2,982               6.86
     No stated maturity                                    581
                                                   -----------
     Total                                         $    56,976               6.35%
                                                   ===========               ====
</TABLE>
-------------------------------------------------------------------------------

-    LOANS

     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 $48.2 million from $85.8 million as of December 31,
1998 to $134.0 million as of December 31, 1999. The acquisition of Camp Point
contributed $16.0 million to the total increase of $48.2

                                       13
<PAGE>

million in net loans. Average total loans increased $21.3 million from $84.0
million in 1998 to $105.3 million in 1999. Growth in the loan portfolio
resulted primarily from management's 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 $11.1 million to $42.0 million in 1999. Residential
real estate loans increased $5.1 million to $25.9 million. Commercial loans
increased $4.2 million to $14.9 million and agricultural loans increased $1.1
million to $8.5 million. Agricultural real estate loans increased $1.0
million to $3.7 million. While consumer loans decreased $1.2 million to $9.6
million. The acquisition of Camp Point, completed on November 19, 1999, had a
minimal impact on the average balances.

     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.

-    TYPES OF LOANS

     A summary of loans by type as of December 31, 1999 and 1998 is set forth
in "Item 7. Financial Statements--Note 4" which is incorporated by reference
herein.

-     MATURITIES AND INTEREST RATE SENSITIVITY OF LOANS

     $37.5 million, or 27.7%, of Illini and Camp Point's loan portfolios
reprice within one year. $119.4 million, or 88.0%, 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. 54.2% of commercial, financial,
and agricultural loans mature within one year.

LOANS

<TABLE>
<CAPTION>
                                                                                   MATURITY
                                                       -----------------------------------------------------------
                                                         ONE YEAR          ONE TO          AFTER
                                                         OR LESS         FIVE YEARS      FIVE YEARS       TOTAL
                                                       ----------        ----------      ----------     ----------
                                                                          (dollars in thousands)
<S>                                                    <C>               <C>             <C>            <C>
Commercial, financial, and agricultural                $   16,616        $  12,489       $    1,535     $   30,640
Real estate construction                                    8,159              499              525          9,183
                                                       ----------        ---------       ----------     ----------
                                                       $   24,775        $  12,988       $    2,060     $   39,823
                                                       ==========        =========       ==========     ==========

</TABLE>
<TABLE>
<CAPTION>
                                                                       INTEREST SENSITIVITY
                                                       ------------------------------------------------
                                                           FIXED           FLOATING OR
                                                         INTEREST          ADJUSTABLE
                                                           RATES         INTEREST RATES        TOTAL
                                                       ----------        --------------      ----------
                                                                      (dollars in thousands)
<S>                                                    <C>               <C>                 <C>
Loans due after one but within five years              $  10,609           $   2,379         $   12,988
Loans due after five years                                   901               1,159              2,060
                                                       ---------           ---------         ----------
                                                       $  11,510           $   3,538         $   15,048
                                                       =========           =========         ==========
</TABLE>

                                       14
<PAGE>

DEPOSITS

<TABLE>
<CAPTION>
                                                                      AVERAGE BALANCES OF DEPOSITS AND
                                                                                COST OF FUNDS
                                                          ------------------------------------------------------
                                                                   1999                             1998
                                                                  AVERAGE                          AVERAGE
                                                          ----------------------           ---------------------
                                                          BALANCE           RATE           BALANCE          RATE
                                                          -------           ----           -------          ----
                                                                              (dollars in thousands)
<S>                                                   <C>               <C>             <C>
Noninterest bearing demand deposits                    $   23,921             --         $   21,103           --
NOW and money market deposit accounts                      42,863           3.25%            35,319         3.61%
Savings deposits                                           17,382           2.01             17,474         2.41
Time deposits                                              69,158           5.26             62,676         5.53
                                                       ----------                        ----------
                                                       $  153,324           3.51%        $  136,572         3.78%
                                                       ==========           ====         ==========         ====
</TABLE>

<TABLE>
<CAPTION>
                                  MATURITY OF TIME DEPOSITS GREATER THAN $100,000
                                                AT DECEMBER 31, 1999
                                  --------------------------------------------------
                                      TIME             OTHER
                                  CERTIFICATES         TIME
                                   OF DEPOSIT         DEPOSITS               TOTAL
                                  ------------        --------               -----
                                             (dollars in thousands)
<S>                               <C>                 <C>                 <C>
Three months or less                 $   6,785        $   2,100           $    8,885
Three to six months                      5,799               75                5,874
Six to twelve months                     3,815             ----                3,815
Over twelve months                       4,978             ----                4,978
                                     ---------        ---------           ----------
                                     $  21,377        $   2,175           $   23,552
                                     =========        =========           ==========
</TABLE>

     Average deposits increased $16.7 million, or 12.3%, to $153.3 million in
1999. Due to the increase in deposits required to fund loan growth,
management was required to increase deposit rates slightly. Although rates
were increased, Illini and Camp Point's overall cost of funds related to
deposits decreased 27 basis points to 3.51% in 1999. The overall decrease for
cost of funds is due to a higher number of new transactional accounts.
Noninterest bearing accounts increased $3.3 million to $29.5 million, NOW and
Money Market accounts were up $11.4 million to $50.3 million, and Time
Deposits increased $36.5 million to $97.3 million in 1999. Total deposits
increased $52.7 million, or 36.9%, to $195.7 million at December 31, 1999.

-    LIQUIDITY

     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 1999, dividends from Illini amounted to $3.9 million
compared to $0.7 million in 1998. 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,
1999, a combined

                                       15
<PAGE>

$1.6 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, increased $0.7
million to $13.0 million at December 31, 1999, compared to $12.3 million at
December 31, 1998.

     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 borrowings. As of December 31, 1999, Illini has established
an overnight federal funds line of credit with an unaffiliated financial
institution in the amount of $10.0 million, with the entire amount 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 $18.2 million
as of December 31, 1999, with the entire amount available for borrowing. As
of December 31, 1999, Camp Point has established an overnight federal funds
line of credit with an unaffiliated financial institution in the amount of
$1.0 million, with the entire amount available for borrowing. The various
sources of liquidity available to the banks provide ample long-term as well
as short-term funding alternatives.

-    INTEREST RATE SENSITIVITY

     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.

     Illini and Camp Point's static interest rate gap position as of December
31, 1999 is presented below:

<TABLE>
<CAPTION>
                                                                        INTEREST RATE SENSITIVITY ANALYSIS
                                                      -------------------------------------------------------------------
                                                      UP TO 3          4 TO         TOTAL          OVER
                                                       MONTHS        12 MONTHS      1 YEAR        1 YEAR         TOTAL
                                                      ---------      ---------     ---------     ---------      --------
                                                                               (dollars in thousands)
<S>                                                   <C>            <C>           <C>           <C>           <C>
Interest-earning assets:
  Loans                                               $  19,983      $  17,558     $  37,541     $  98,175     $ 135,716
  Debt and marketable equity securities                   3,156          4,962         8,118        48,858        56,976
  Federal funds sold                                      5,595             --         5,595            --         5,595
                                                      ---------      ---------     ---------     ---------      --------
      Total interest-earning assets                   $  28,734      $  22,520     $  51,254     $ 147,033     $ 198,287

Interest-bearing liabilities:
  Savings, NOW, and money market (1)                  $  34,414      $      --     $  34,414     $  34,414     $  68,828
  Time deposits                                          27,797         36,508        64,305        32,971        97,276
  Federal funds purchased and securities
    sold under agreements to repurchase                     394             --           394            --           394
                                                      ---------      ---------     ---------     ---------     ---------
      Total interest-bearing liabilities              $  62,605      $  36,508     $  99,113     $  67,385     $ 166,498

Gap by period                                         $ (33,871)     $ (13,988)    $ (47,859)    $  79,648     $  31,789

Cumulative gap                                        $ (33,871)     $ (47,859)    $ (47,859)    $  31,789     $  31,789

Cumulative gap as a percent of earning assets            -17.08%        -24.14%       -24.14%        16.03%        16.03%

</TABLE>

(1) Illini Corporation's experience with transactional interest bearing
demand, money market accounts, and savings accounts has been that these
deposits are subject to immediate withdrawal, or re-pricing, with portions of
the balances remaining relatively constant in periods of both rising and
falling rates. Therefore, a portion of these deposits is included in the over
1 year category. If these deposits were all included in the total 1 year or
less category the cumulative ratio of interest sensitive assets to interest
sensitive liabilities would be -41.49%.

                                       16
<PAGE>

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

-    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     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.

     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.

                                       17
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      MARKET RISK SENSITIVE INSTRUMENTS
                                                       ---------------------------------------------------------------------
                                                                     OVER 1         OVER 3
                                                                  YEAR THROUGH    YEARS THROUGH      OVER
                                                       1 YEAR        3 YEARS         5 YEARS        5 YEARS           TOTAL
                                                       ------        -------         -------        -------           -----
                                                                             (dollars in thousands)
<S>                                                   <C>         <C>           <C>              <C>           <C>
Assets:
   Debt and marketable equity securities              $  8,118       $  9,911      $   7,301     $   31,646     $    56,976
   Loans                                                37,541         50,560         31,281         16,334         135,716
   Federal funds sold                                    5,595             --             --            ---           5,595
                                                      --------       --------      ---------     ----------     -----------
                                                      $ 51,254       $ 60,471      $  38,582     $   47,980     $   198,287
                                                      ========       ========      =========     ==========      ==========

Liabilities:
   Savings, NOW and money market (1)                  $ 34,414      $ 34,414      $      --     $       --     $    68,828
   Time deposits                                        64,305        32,081            890             --          97,276
   Federal funds purchased and securities
      sold under agreements to repurchase                  394            --             --             --             394
                                                      --------      --------      ---------     ----------     -----------
                                                      $ 99,113      $ 66,495      $     890     $       --     $   166,498
                                                      ========      ========      =========     ==========      ==========

</TABLE>
<TABLE>
<CAPTION>
                                                                        AVERAGE
                                                       TOTAL         INTEREST RATE      FAIR VALUE
                                                       -----         -------------      ----------
<S>                                                   <C>            <C>                <C>
Assets:
   Debt and marketable equity securities (2)          $  56,976          6.07%           $  56,976
   Loans (2)                                            135,716          8.68              132,317
   Federal funds sold                                     5,595          4.73                5,595

Liabilities:
   Savings, NOW and money market                      $  68,828          2.89%           $  68,828
   Time deposits                                         97,276          5.26               97,276
   Federal funds purchased and securities
      sold under agreements to repurchase                   394          5.10                  394

</TABLE>

(1) Management's experience with interest bearing checking accounts, money
    market and savings deposits has been that, although these deposits are
    subject to immediate withdrawal or repricing, a portion of the balances has
    remained relatively constant in periods of both rising and falling rates.
    Therefore, a portion of these deposits is included in the over 1 year
    through 3 years.

(2) Interest rates are presented on a fully taxable equivalent basis.

-    CAPITAL RESOURCES

     Total shareholders' equity increased from $15.4 million at December 31,
1998 to $17.3 million at December 31, 1999. The primary source of capital of
Illini Corporation is retained earnings. Cash dividends per share were $1.00
for 1999 and 1998. Illini Corporation retained 28.7% of its earnings for 1999
and 28.9% for 1998.

     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, 1999
were 6.59%, 9.42%, and 10.63%, respectively, which meet the criteria for
"well capitalized." Camp Point's ratios as of December 31, 1999

                                       18
<PAGE>

were 13.23%, 22.06%, and 22.86%, respectively, which meet the criteria for
"well capitalized." The Corporation's ratios as of December 31, 1999 were
7.32%, 10.86%, and 12.03%, respectively.

     As of December 31, 1999, 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

<TABLE>
<CAPTION>
                                                                            KEY RATIOS
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                              ------------------------------------------------------------------
                                              1999           1998            1997           1996            1995
                                              ----           ----            ----           ----            ----
<S>                                         <C>            <C>             <C>           <C>              <C>
Return on average assets                      0.39%          0.41%           0.44%          0.31%           0.89%
Return on average equity                      4.31           4.19            4.44           3.25           10.08
Dividend payout ratio                        71.30          71.15           69.00          91.17           29.29
Average equity to assets ratio                9.00           9.77            9.98           9.58            8.87

</TABLE>

-    NET INTEREST INCOME

     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 $1.2 million from 1998 to 1999. Interest
expense increased $0.3 million from 1998 to 1999, resulting in an increase in
net interest income. Our net interest margin fell from a three year high of
4.96% in 1997 to 4.36% in 1999. The decline in the interest margin from its
three year high in 1996 is due to the general decline in loan rates in the
markets Illini Corporation serves. The securities portfolio has a weighted
average tax equivalent yield of 6.07%, while our loan portfolio has an
average yield of 8.68%. With the acquisition of Camp Point and the balanced
increase in the loan balances of Illini, total earning assets increased to
$198.3 million. Management plans to utilize cash flow from securities as an
additional source of funds for loan growth.

         The $0.3 million increase in interest expense was primarily the
result of a significant growth in the time deposits less than $100,000. Our
average interest bearing liabilities grew $15.9 million, while experiencing a
30 basis point decrease to our cost of funds. Management believes our
demonstrated ability to raise low cost funds together with our redesigned
lending environment will provide an excellent opportunity to increase net
interest income performance in 2000.

                                       19
<PAGE>

NET INTEREST INCOME - RATE/VOLUME VARIANCE ANALYSIS

<TABLE>
<CAPTION>

                                                 1999-98                                      1998-97
                                  ------------------------------------------     ------------------------------------
                                    CHANGES IN          VOLUME        RATE         CHANGES IN       VOLUME      RATE
                                  INCOME/EXPENSE        EFFECT       EFFECT      INCOME/EXPENSE     EFFECT     EFFECT
                                  ------------------------------------------     ------------------------------------
                                                                    (dollars in thousands)
<S>                               <C>             <C>           <C>              <C>          <C>          <C>
Short-term investments               $   (193)      $    (183)    $    (10)         $    175      $   191    $   (16)
Investment securities:
    Taxable                                57             121          (64)              376          625       (249)
    Nontaxable (*)                        (71)            (33)         (38)             (252)        (259)         7
Loans                                   1,383           1,934         (551)             (479)        (341)      (138)
                                     --------       ---------     ---------         ---------     --------   --------
    Total interest income            $  1,176       $   1,839     $   (663)         $   (180)     $   216    $  (396)
                                     --------       ---------     ---------         ---------     -------    --------

Savings and NOW accounts                   48             270         (222)              446          214        232
Time deposits                             169             359         (190)               54            6         48
Short-term borrowings                      99             105           (6)             (108)        (107)        (1)
Long-term borrowings                        0               0            0                 0            0          0
                                     --------       ---------     --------          --------      -------    -------
    Total interest expense           $    316       $     734     $   (418)         $    392      $   113    $   279
                                     --------       ---------     ---------         --------      -------    -------

    Net interest income              $    860       $   1,105     $   (245)         $   (572)     $   103    $  (675)
                                     ========       =========     =========         ========      =======    ========
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(*) Fully taxable equivalent basis using the federal statutory rate of 34% for
all years presented. 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.

                                       20
<PAGE>


CONSOLIDATED AVERAGE BALANCES, INTEREST INCOME/EXPENSE AND YIELD/RATES

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                 -----------------------------------------------------------------------------------
                                                       1999                                    1998
                                 -----------------------------------------------------------------------------------
                                              PERCENT     INTEREST   AVERAGE            PERCENT   INTEREST  AVERAGE
                                   AVERAGE    OF TOTAL     INCOME/    YIELD/   AVERAGE  OF TOTAL   INCOME/  YIELD/
                                   BALANCE     ASSETS      EXPENSE     RATE    BALANCE   ASSETS    EXPENSE  RATE
                                 -----------------------------------------------------------------------------------
                                                                    (dollars in thousands)
<S>                              <C>          <C>         <C>        <C>       <C>      <C>       <C>      <C>
ASSETS
Interest-earning assets:
   Short-term investments        $    3,064         1.8%   $     145     4.73%  $  6,662     4.3%  $ 338    5.08%
     Investment securities (3)
       Taxable                       43,568        25.1        2,571     5.90     41,563    27.1   2,514    6.05
       Tax-exempt (1)                 7,350         4.2          520     7.07      7,873     5.1     591    7.51
                                 ----------    --------    ---------  -------   -------- -------  ------  -------
         Total securities            50,918        29.3        3,091     6.07     49,436    32.2   3,105    6.28
     Loans
       Commercial (1)                14,921         8.6        1,327     8.89     10,668     6.9     990    9.28
       Agriculture                    8,504         4.9          718     8.45      7,363     4.8     664    9.02
       Real estate
         Commercial                  42,029        24.2        3,604     8.57     30,959    20.2   2,803    9.05
         Agriculture                  3,677         2.1          320     8.70      2,718     1.8     245    9.02
         Residential                 25,932        15.0        2,154     8.31     20,846    13.6   1,888    9.06
       Consumer, net                  9,646         5.5          909     9.43     10,797     7.0   1,060    9.82
       Credit card                      627         0.4          109    17.36        630     0.4     108   17.13
                                 ----------                ---------            --------          ------
         Total loans                105,336        60.7        9,141     8.68     83,981    54.7   7,758    9.24
   Allowance for loan losses         (1,434)       (0.8)                          (1,331)   (0.9)
                                 ----------                ---------            --------
   Net loans (1) (2)                103,902        59.9        9,141     8.80     82,650    53.8   7,758    9.39
                                 ----------    --------    ---------            -------- -------  ------
         Total interest
           earning assets           157,884        91.0       12,377     7.84    138,748    90.3  11,201    8.07
                                 ----------                ---------            --------          ------
   Cash and due from banks            5,342         3.1                            4,224     2.8
   Premises and equipment             7,289         4.2                            7,695     5.0
   Other real estate owned              452         0.3                              654     0.4
   Other assets (3)                   2,377         1.4                            2,356     1.5
                                 ----------    --------                         --------  -------
         TOTAL ASSETS            $  173,344       100.0%                        $153,677   100.0%
                                 ==========    ========                         ========  =======
LIABILITIES
   Deposits:
     Non interest bearing
       deposits                  $   23,921        13.8%                          21,103    13.7%
     Interest bearing demand         42,863        24.7    $   1,393     3.25%    35,319    23.0  $1.274    3.61%
     Savings                         17,382        10.0          350     2.01     17,474    11.4     421    2.41
     Time deposits less
       than $100,000                 52,458        30.3        2,769     5.28     46,753    30.4   2,584    5.53
                                 ----------                ---------            --------          ------
     Total core deposits            136,624        78.8        4,512     3.30    120,649    78.5   4,279    3.55
     Time deposits $100,000
       and over                      16,700         9.7          869     5.20     15,923    10.4     885    5.56
                                 ----------                ---------            --------          ------
       Total deposits               153,324        88.5        5,381     3.51    136,572    88.9   5,164    3.78
   Short-term borrowings              2,251         1.3          115     5.10        292     0.2      16    5.38
                                                           ---------                              ------
   Total interest bearing
     liabilities                    131,654        76.0        5,496     4.17    115,761    75.4   5,180    4.47
                                                           ---------                              ------
Other liabilities                     2,166         1.2                            1,792     1.1
                                 ----------    --------                         --------  ------
   Total liabilities                157,741        91.0                          138,656    90.2
Shareholders' Equity                 15,603         9.0                           15,021     9.8
                                 ----------    --------                         --------  ------
   TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY          $  173,344       100.0%                        $153,677   100.0%
                                 ==========    ========                         ========  =======
NET INTEREST MARGIN                                        $   6,881     4.36%                    $6,021    4.34%
                                                           =========    ======                    ======   ======
</TABLE>

(1)    Income amounts are presented on a fully taxable equivalent basis (FTE),
       which is defined as income on earning assets that is subject to either a
       reduced rate or zero rate of income tax, adjusted to give effect to the
       appropriate incremental federal income tax rate and adjusted for
       non-deductible carrying costs, where applicable. Where appropriate, yield
       calculations include these adjustments. The federal statutory rate was
       34% for all years presented.

(2)    Nonaccrual loans are included in the loan balances. Interest income
       includes related fee income of $293,000 in 1999 and $246,000 in 1998.

(3)    Average securities balances are based on amortized historical cost,
       excluding SFAS 115 adjustments to fair value, which are included in other
       assets.

                                       21
<PAGE>


CONSOLIDATED AVERAGE BALANCES, INTEREST INCOME/EXPENSE AND YIELD/RATES

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                                        1997
                                                             PERCENT            INTEREST     AVERAGE
                                         AVERAGE            OF TOTAL            INCOME/       YIELD/
                                         BALANCE             ASSETS             EXPENSE        RATE
                                       -----------         ----------         ----------    ----------
                                                               (dollars in thousands)
<S>                                    <C>                 <C>                <C>           <C>
ASSETS
Interest-earning assets:
   Short-term investments               $    3,067               2.1%           $   163          5.32%
     Investment securities (3)
       Taxable                              32,161              21.9              2,138          6.65
       Tax-exempt (1)                       11,357               7.8                843          7.43
                                       -----------         ----------         ----------    ----------
         Total securities                   43,518              29.7              2,981          6.85
     Loans
       Commercial (1)                       15,089              10.3              1,466          9.72
       Agriculture                           5,716               3.9                526          9.20
       Real estate
         Commercial                         24,554              16.7              2,251          9.17
         Agriculture                         2,370               1.6                217          9.14
         Residential                        24,680              16.8              2,267          9.19
       Consumer, net                        14,439               9.9              1,404          9.73
       Credit card                             637               0.4                106         16.60
                                       -----------                            ----------
         Total loans                        87,485              59.6              8,237          9.42
   Allowance for loan losses                (1,246)             (0.8)
                                       -----------                            ----------
   Net loans (1) (2)                        86,239              58.8              8,237          9.55
                                       -----------                            ----------
       Total interest earning assets       132,824              90.6             11,381          8.57
                                                                              ----------
   Cash and due from banks                   4,570               3.1
   Premises and equipment                    6,512               4.4
   Other real estate owned                     583               0.4
   Other assets (3)                          2,183               1.5
                                       -----------         ----------
       TOTAL ASSETS                     $  146,672             100.0%
                                       ===========         ==========
 LIABILITIES
   Deposits:

     Non interest bearing deposits      $   20,246              13.8%
     Interest bearing demand                27,311              18.6            $   798          2.92%
     Savings                                18,287              12.5                451          2.47
     Time deposits less than $100,000       46,206              31.5              2,479          5.36
                                       -----------                            ----------
     Total core deposits                   112,050              76.4              3,728          3.33
     Time deposits $100,000 and over        16,327              11.1                936          5.74
                                       -----------                            ----------
       Total deposits                      128,377              87.5              4,664          3.63
   Short-term borrowings                     2,103               1.4                124          5.89
                                                                              ----------
   Total interest bearing liabilities      110,234              75.1              4,788          4.34
                                                                              ----------
Other liabilities                            1,556               1.1
                                       -----------         ----------
     Total liabilities                     132,036              90.0
Shareholders' Equity                        14,636              10.0
                                       -----------         ----------
   TOTAL LIABILITIES AND

     SHAREHOLDERS' EQUITY               $  146,672             100.0%
                                       ===========         ==========
NET INTEREST MARGIN                                                             $ 6,593          4.96%
                                                                              ==========    ==========
</TABLE>

(1)  Income amounts are presented on a fully taxable equivalent basis (FTE),
     which is defined as income on earning assets that is subject to either a
     reduced rate or zero rate of income tax, adjusted to give effect to the
     appropriate incremental federal income tax rate and adjusted for
     non-deductible carrying costs, where applicable. Where appropriate, yield
     calculations include these adjustments. The federal statutory rate was 34%
     for all years presented.

(2)  Nonaccrual loans are included in the loan balances. Interest income
     includes related fee income of $242,000 in 1997.

(3)  Average securities balances are based on amortized historical cost,
     excluding SFAS 115 adjustments to fair value, which are included in other
     assets.

                                       22
<PAGE>


-    PROVISION FOR LOAN LOSSES, NET CHARGE-OFFS AND ALLOWANCE FOR LOAN LOSSES

     The provision for loan losses charged to earnings was $0.3 million for
1999, an increase of $0.1 million, or 34.8%, from the $0.2 million in 1998.
During 1997, the provision for loan losses was $0.3 million. The ratio of net
charge-offs to average loans outstanding has improved from 0.29% to 0.16% to
0.09% for the years ended December 31, 1997, 1998 and 1999, respectively. The
provision for loan losses expense increased to $275,000 for 1999 from
$204,000 in 1998 primarily due to the growth of the loan portfolio.
Nonaccrual loans decreased to $559,000 at December 31, 1999, compared to
$1,029,000 at December 31, 1998. Net loan losses and other asset quality
indicators reflected continued improvement in the overall quality of the loan
portfolio during 1999.

     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:

-        Historical data and trends relating to net charge-offs, average loans,
         and the level of the allowance for loan losses;

-        Other historical data and trends, including the allowance as a
         percentage of total loans outstanding and loan volume;

-        Borrowers identified on Illini's and Camp Point's watch list, borrowers
         with significant credit exposure, and loans that are past due or on
         nonaccrual status;

-        The capability of management's credit risk management processes to
         successfully underwrite credit and to identify and resolve problem
         loans on an ongoing basis;

-        Results of continuing reviews of individual higher risk loans by
         management personnel; and

-        Consideration as to the impact of present economic conditions on the
         loan portfolio.

     The allowance for loan losses as a percent of total loans decreased from
1.57% at December 31, 1998, to 1.25% at December 31, 1999. This percentage
has been adversely affected by the growth in all categories of the loan
portfolio. The allowance as a percent of nonperforming loans increased from
132.95% at December 31, 1998, to 286.97% at December 31, 1999, due to a
decrease 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, 1999.

                                       23
<PAGE>

-    SUMMARY OF LOAN LOSS EXPERIENCE

     The following summary presents the changes in the allowance for loan
losses for the years ended December 31, 1999, 1998, and 1997:

<TABLE>
<CAPTION>
                                                           1999                   1998                    1997
                                                      ------------           -------------          --------------
                                                                         (dollars in thousands)
<S>                                                  <C>                    <C>                     <C>
Average loans outstanding                            $     105,336           $      83,981          $       87,485
                                                      ============            ============           =============
Allowance for loan losses:
   Balance at beginning of year                      $       1,368           $       1,302          $        1,258
                                                      ------------            ------------           -------------
   Purchase of Camp Point                                      153

   Loans charged-off:
     Commercial, financial, and agricultural                   (57)                    (54)                    (48)
     Real estate                                               (58)                     (9)                   (136)
     Consumer                                                  (87)                   (152)                   (180)
                                                      -------------          ---------------        ---------------
       Total                                                  (202)                   (215)                   (364)
   Recoveries of loans previously charged-off:
       Commercial, financial, and agricultural                  60                      13                      61
       Real estate                                               5                      31                       8
       Consumer                                                 37                      33                      39
                                                      ------------           -------------          --------------
         Total                                                 102                      77                     108
                                                      ------------           -------------          --------------
   Net charge-offs                                            (100)                   (138)                   (256)
                                                      ------------           ---------------        ---------------
   Provision charged to expense                                275                     204                     300
                                                      ------------           -------------          --------------
   Balance at end of year                            $       1,696           $       1,368          $        1,302
                                                      ============            ============           =============

Ratio of net charge-offs to average loans
   outstanding during the period                              0.09   %                0.16   %                0.29  %
                                                      ============           =============          ==============
</TABLE>

     In 1999, as illustrated in the preceding chart, loan losses increased
slightly in all areas except consumer, which had a $65,000 decrease.
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 two years.

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

-    ALLOWANCE ALLOCATION

     The risk of losses inherent in the loan portfolio is not precisely
attributable to a particular loan or category of loans. However, based on its
review for adequacy, management has estimated those portions of the allowance
that could be attributable to major categories of loans as follows:

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                         1999                                   1998
                                            ------------------------------          -----------------------------
                                                                % OF TOTAL                           % OF TOTAL
                                                                LOANS, NET                           LOANS, NET
                                              AMOUNT              OF UED              AMOUNT            OF UED
                                            -----------         ----------          -----------      ------------
                                                                     (dollars in thousands)
<S>                                        <C>                  <C>                 <C>              <C>
Commercial, financial, and agriculture      $       389             22.58%          $       430          23.58%
Real estate                                         397             69.14                   203          65.32
Consumer                                            326              8.28                   346          11.10
Unallocated                                         584                --                   389             --
                                            -----------         ----------          -----------         -------
   Total allowance for loan losses          $     1,696            100.00%          $     1,368         100.00%
                                            ===========         ==========          ===========         =======
</TABLE>

     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.

-    NONPERFORMING ASSETS

     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.

<TABLE>
<CAPTION>
                                                                 December 31,
                                                           1999                1998
                                                      -------------         ------------
                                                               (dollars in thousands)
<S>                                                     <C>                 <C>
Nonaccrual                                            $         559         $      1,029
Renegotiated                                                     32                    0
Other real estate owned                                         618                  366
                                                      -------------         ------------
   Nonperforming assets                               $       1,209         $      1,395
                                                      =============         ============

Accruing loans past due 90 days                       $           1         $          0
                                                      =============         ============

Nonperforming loans to total loans                             0.41%                1.18%
                                                      =============         ============
Nonperforming assets to total assets                           0.56%                0.87%
                                                      =============         ============
Accruing loans past due 90 days to total loans                 0.00%                0.00%
                                                      =============         ============

</TABLE>

     Nonperforming assets totaled $1,209,000 as of year-end 1999, a decrease
of $186,000, or 13.3%, from the $1,395,000 at year-end 1998. Total
nonperforming assets represent 0.56% of total assets at December 31, 1999,
compared to 0.87% at December 31, 1998.

     Nonperforming loans decreased $438,000, or 42.6%, to a total of $591,000
at year-end 1999. This is

                                       25
<PAGE>

largely the result of three large loans totaling $378,000 that were in the
process of collection at December 31, 1998. As of December 31, 1999,
nonperforming loans to total loans were 0.41% compared to 1.18% at year-end
1998. Illini did not carry any loans past due more than 90 days and still
accruing interest as of December 31, 1999 and 1998. 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. 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 $64,000 in 1999 and
$61,000 in 1998 would have been recognized had these nonaccrual loans
remained current.

     Other real estate owned increased $252,000, or 68.9%, to $618,000 at
December 31, 1999, when compared to year-end 1998. Illini owns one property
which it has entered into an option agreement in 1998 to sell comprised
$298,000, or 48.2%, of the total other real estate owned. In September 1999,
the option to buy was extended for an additional six month period. Illini now
expects to complete this sale in 2000. The remaining $320,000 or 51.8%
represents real estate acquired in satisfaction of debts. Other real estate
owned is carried at the lower of cost or fair 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 previously discussed, management has taken steps to improve credit
quality. In addition to the specific actions discussed in the PROVISION FOR
LOAN LOSSES, NET CHARGE-OFFS AND ALLOWANCE FOR LOAN LOSSES section, in late
1996, executive management empowered the credit administration function
developed in 1995 to monitor and enforce loan policy compliance, to
proactively identify and resolve problem loans, and to perform detailed
credit analyses on all significant loan relationships. These efforts have
improved Illini Corporation's ability to identify problem and potential
problem loans and has allowed management opportunities to resolve problem
loans while minimizing the potential loss to Illini Corporation.

-    POTENTIAL PROBLEM LOANS

     As of December 31, 1999, 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.

                                       26
<PAGE>

-    NONINTEREST INCOME

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

<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,                  PERCENT CHANGE
                                               -------------------------------------       ------------------------
                                               1999              1998           1997       1999/1998      1998/1997
                                               ----              ----           ----       ---------      ---------
                                                                       (dollars in thousands)
<S>                                          <C>               <C>           <C>             <C>         <C>
Service charges on deposit accounts           $ 1,305          $ 1,065        $ 1,054          22.5  %       1.0%
Other fee income                                  206              172            162          19.8          6.2
Mortgage loan servicing fees                      222              264            198         (15.9)        33.3
Gains on sales of mortgage loans                   42              216            105         (80.6)       105.7
Gains on sales of securities, net                   6                8             50         (25.0)       (84.0)
Gains (losses) on sales of other
   real estate owned                               25              460           (105)        (94.6)       538.1
Other                                              97               90             54           7.8         66.7
                                              -------          -------        -------
                                              $ 1,903          $ 2,275        $ 1,518         (16.4)        49.9
                                              =======          =======        =======

</TABLE>

     Total noninterest income decreased $0.4 million from 1998 to 1999.

     Service charges on deposit accounts and other fee income increased in
1999, as compared to 1998 and 1997. The increase is due to re-pricing of
products and services that went into effect January 1, 1999. Illini
Corporation realized net securities gains of $50,000 in 1997. Management took
steps in 1997 to shorten the duration of the investment portfolio and bring
its interest sensitivity gap back down to within its stated guidelines. Gains
realized in 1998 and 1999 were $8,000 and $6,000, respectively.

     Due to declining long term rates on mortgage loans and effective
marketing strategies, Illini Corporation experienced a significant increase
in mortgage loan originations in 1998. This, in turn, led to an increase in
the gain of sale of mortgage loans to the secondary market and, to a lesser
extent, increased servicing income due to the increase in the servicing
portfolio. In 1999, the servicing income declined $42,000 and is a direct
result of softening in demand for mortgage loans.

     Illini Corporation completed strategic planning in 1998 that, among
other subjects, covered the changing nature of the retail delivery systems of
financial institutions. During this planning, management identified
potentially significant opportunities for expense reductions in staffing and
occupancy achievable through more efficient use of retail bank space. As a
consequence, Illini Corporation completed two real estate transactions during
1998 resulting in substantial gains. A 22,000 square foot property the
Corporation 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.

                                       27
<PAGE>

-    NONINTEREST EXPENSE

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

<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,                  PERCENT CHANGE
                                               -------------------------------------       ------------------------
                                               1999              1998           1997       1999/1998      1998/1997
                                               ----              ----           ----       ---------      ---------
                                                                       (dollars in thousands)
<S>                                          <C>               <C>           <C>             <C>         <C>
Salaries and employee benefits                $ 3,102          $ 3,218        $ 3,246          (3.6)%       (0.9)%
Net occupancy expense                             835              692            666          20.7          3.9
Equipment expense                                 402              353            300          13.9         17.7
Data processing                                   653              708            614          (7.8)        15.3
Supplies                                          179              200            131         (10.5)        52.7
Communication and transportation                  430              396            347           8.6         14.1
Marketing and advertising                          88               19            253         363.2        (92.5)
Correspondent and processing fees                 217              144            132          50.7          9.1
Loan and other real estate owned expenses          44               52             58         (15.4)       (10.3)
Professional fees                               1,007              875            573          15.1         52.7
Directors' and regulatory fees                    181              192            163          (5.7)        17.8
Other                                             278              328            341         (15.2)        (3.8)
                                              -------          -------        -------
     Total noninterest expense                $ 7,416          $ 7,177        $ 6,824           3.3          5.2
                                              =======          =======        =======
</TABLE>

     Total noninterest expense increased $0.2 million to $7.4 million in
1999, compared to $7.2 million in 1998, and $6.8 million in 1997. The
increase is directly related to Year 2000 upgrades for communication,
equipment, transportation, marketing, advertising, correspondent processing
fees related to growth, and continued high professional fees to attorneys and
consultants to assist management with shareholder related activities. The
strategic plan started in 1998 was completed mid-year 1999. During the last
half of 1999 results of the plan implemented began to appear. Management
anticipates continued reductions to take place in non-interest expenses for
2000, resulting in improved earnings.

-    YEAR 2000  ISSUES

     During 1999, the Corporation took the necessary steps to enable both new
and existing systems, applications, and equipment to effectively process
transactions up to and beyond Year 2000. The total cost of the Year 2000
readiness program was approximately $92,000.

     The Corporation upgraded or replaced all mission critical applications
and equipment that were not Year 2000 compliant prior to year-end to ensure
that all applications would function in the Year 2000 and beyond. All
regulatory testing dates were met during the year. Operational contingency
plans were developed and tested to ensure that services could still be
provided to our customers in the event of Year 2000 failure or problems. The
Corporation has not experienced any Year 2000 failures or disruptions in
services to our customers, nor is the Corporation aware of any significant
Year 2000 issues incurred by borrowers or significant vendors used by the
Corporation. The Corporation will continue to monitor its information systems
to assess whether its systems are at risk of misinterpreting future dates.

-    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

                                       28
<PAGE>

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 Corporation is currently evaluating the requirements and impact
of SFAS 133.

-    EFFECTS OF INFLATION

     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.

<TABLE>
<CAPTION>
                                                                                                       PAGE(S)
                                                                                                       -------
<S>                                                                                                    <C>
Independent Auditors' Report..............................................................................30

Consolidated Balance Sheets as of December 31, 1999 and 1998..............................................31

Consolidated Statements of Income for the years ended December 31, 1999, 1998, and 1997...................32

Consolidated Statements of Changes in
     Shareholders' Equity for the years ended December 31, 1999, 1998, and 1997...........................33
Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998, and 1997...............34
Notes to Consolidated Financial Statements.............................................................35-51

</TABLE>

                                       29
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Illini Corporation:

     We have audited the consolidated balance sheets of Illini Corporation
and subsidiaries (the Company) as of December 31, 1999 and 1998, and the
related consolidated statements of income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December
31, 1999. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

     We conducted our audits in accordance with 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 audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Illini
Corporation and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.


                                       KPMG LLP

St. Louis, Missouri
March 10, 2000


                                       30
<PAGE>

                       ILLINI CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                           1999                          1998
                                                                     ---------------               ---------------
                                                                                    (dollars in thousands)
<S>                                                                  <C>                          <C>
ASSETS:
   Cash and due from banks                                           $         7,383               $         5,624
   Interest-bearing deposits in other banks                                       28                            19
   Federal funds sold                                                          5,595                         6,675
                                                                     ---------------               ---------------
     Cash and cash equivalents                                                13,006                        12,318
   Debt and marketable equity securities
     available for sale, at fair value                                        56,976                        53,276
   Loans, net of allowance for loan losses                                   134,020                        85,806
   Premises and equipment                                                      7,534                         7,250
   Accrued interest receivable                                                 1,908                         1,390
   Other real estate owned                                                       618                           366
   Other assets                                                                3,033                           359
                                                                     ---------------               ---------------
                                                                     $       217,095               $       160,765
                                                                     ===============               ===============

LIABILITIES AND SHAREHOLDERS' EQUITY:

   Noninterest-bearing demand deposits                               $        29,549               $        26,190
   Interest-bearing deposits:
     NOW and money market accounts                                            50,301                        38,877
     Savings deposits                                                         18,527                        17,102
     Time deposits, $100,000 and over                                         23,552                        15,064
     Other time deposits                                                      73,724                        45,726
                                                                     ---------------               ---------------
       Total deposits                                                        195,653                       142,959

   Securities sold under agreements to repurchase                                394                           290
   Note payable                                                                1,000                          ----
   Accrued interest payable                                                    1,122                           827
   Other liabilities                                                           1,600                         1,270
                                                                     ---------------               ---------------
     Total liabilities                                                       199,769                       145,346
                                                                     ---------------               ---------------
   Shareholders' equity:
     Common stock-authorized 800,000 shares of $10
       par value; 571,789 and 448,456 shares issued and outstanding
       as of December 31, 1999 and 1998, respectively                          5,718                         4,485
     Capital surplus                                                           3,358                         1,886
     Retained earnings                                                         8,825                         8,632
     Accumulated other comprehensive income (loss)                              (575)                          416
                                                                     ---------------               ---------------
       Total shareholders' equity                                             17,326                        15,419
                                                                     ---------------               ---------------
                                                                     $       217,095               $       160,765
                                                                     ===============               ===============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       31
<PAGE>

                       ILLINI CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                     1999                1998               1997
                                                             ----------------     ----------------    ---------------
                                                                                        (dollars in thousands)
<S>                                                          <C>                  <C>                 <C>
Interest income:

   Interest and fees on loans                                $          9,117     $          7,727    $         8,200
   Interest on debt and marketable equity securities:
     Taxable                                                            2,571                2,514              2,137
     Exempt from federal income taxes                                     358                  408                582
   Interest on short-term investments                                     145                  338                163
                                                             ----------------     ----------------    ---------------
       Total interest income                                           12,191               10,987             11,082
                                                             ----------------     ----------------    ---------------
Interest expense:
   Interest on deposits:

     NOW and money market accounts                                      1,393                1,274                798
     Savings deposits                                                     350                  421                451
     Time deposits, $100,000 and over                                     869                  885                936
     Other time deposits                                                2,769                2,584              2,479
   Interest on borrowings                                                 115                   16                124
                                                             ----------------     ----------------    ---------------
       Total interest expense                                           5,496                5,180              4,788
                                                             ----------------     ----------------    ---------------

       Net interest income                                              6,695                5,807              6,294
Provision for loan losses                                                 275                  204                300
                                                             ----------------     ----------------    ---------------
       Net interest income after provision for loan losses              6,420                5,603              5,994
                                                             ----------------     ----------------    ---------------

Noninterest income:

   Service charges on deposit accounts                                  1,305                1,065              1,054
   Other fee income                                                       206                  172                162
   Mortgage loan servicing fees                                           222                  264                198
   Gains on sales of mortgage loans                                        42                  216                105
   Gains on sales of securities, net                                        6                    8                 50
   Gains (losses) on sales of other real estate owned                      25                  460               (105)
   Other                                                                   97                   90                 54
                                                             ----------------     ----------------    ---------------
       Total noninterest income                                         1,903                2,275              1,518
                                                             ----------------     ----------------    ---------------
Noninterest expense:
   Salaries and employee benefits                                       3,102                3,218              3,246
   Net occupancy expense                                                  835                  692                666
   Equipment expense                                                      402                  353                300
   Data processing                                                        653                  708                614
   Supplies                                                               179                  200                131
   Communication and transportation                                       430                  396                347
   Marketing and advertising                                               88                   19                253
   Correspondent and processing fees                                      217                  144                132
   Loan and other real estate owned expenses                               44                   52                 58
   Professional fees                                                    1,007                  875                573
   Directors' and regulatory fees                                         181                  192                163
   Other                                                                  278                  328                341
                                                             ----------------     ----------------    ---------------
       Total noninterest expense                                        7,416                7,177              6,824
                                                             ----------------     ----------------    ---------------

       Income before income tax expense                                   907                  701                688
Income tax expense                                                        235                   71                 38
                                                             ----------------     ----------------    ---------------
       Net income                                            $            672     $            630    $           650
                                                             ================     ================    ===============
Basic earnings per share
   (based on weighted average common shares outstanding
   of 462,648 in 1999 and 448,456 in 1998 and 1997)          $           1.45     $           1.40    $          1.45
                                                             ================     ================    ===============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       32
<PAGE>

                       ILLINI CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                                         ACCUMULATED
                                                                                             OTHER
                                            COMMON          CAPITAL        RETAINED      COMPREHENSIVE
                                             STOCK          SURPLUS        EARNINGS       INCOME (LOSS)      TOTAL
                                          -----------      ----------     -----------    --------------   ------------
                                                                     (dollars in thousands)
<S>                                       <C>              <C>            <C>             <C>             <C>

Balance at January 1, 1997                $     4,485      $    1,886     $    8,248      $      (106)    $    14,513

Comprehensive income:
   Net income                                      --              --            650               --             650
   Change in unrealized gains (losses)
     on securities available for sale, net         --              --             --              263             263
                                                                                                          -----------
       Total comprehensive income                                                                                 913
                                                                                                          -----------
Cash dividends paid $1.00 per share                --              --           (448)              --            (448)
                                          -----------      ----------     ----------      -----------     -----------
Balance at December 31, 1997                    4,485           1,886          8,450              157          14,978

Comprehensive income:
   Net income                                      --              --            630               --             630
   Change in unrealized gains (losses)
     on securities available for sale, net         --              --            --               259             259
                                                                                                          -----------
       Total comprehensive income                                                                                 889
                                                                                                          -----------
Cash dividends paid $1.00 per share                --              --           (448)              --            (448)
                                          -----------      ----------     ----------      -----------     -----------
Balance at December 31, 1998                    4,485           1,886          8,632              416          15,419

Comprehensive income:
   Net income                                      --              --            672               --             672
   Change in unrealized gains (losses)
     on securities available for sale, net         --              --             --             (991)           (991)
                                                                                                          -----------
       Total comprehensive income (loss)                                                                         (319)
                                                                                                          -----------
Issuance of common stock to acquire
   Camp Point                                   1,233           1,472             --               --           2,705
Cash dividends paid $1.00 per share                --              --           (479)              --            (479)
                                          -----------      ----------     ----------      -----------     -----------
Balance at December 31, 1999              $     5,718      $    3,358     $    8,825      $      (575)    $    17,326
                                          ===========      ==========     ==========      ===========     ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       33
<PAGE>

                       ILLINI CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                          1999             1998               1997
                                                                     -------------      -----------      ------------
                                                                                     (dollars in thousands)
<S>                                                                  <C>               <C>               <C>
Cash flows from operating activities:
   Net income                                                        $         672      $       630      $        650
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                         1,099              978               738
       Provision for loan losses                                               275              204               300
       Gains on sales of securities, net                                        (6)              (8)              (50)
       Gain on sale of premises and equipment                                 ----               (1)              ----
       Deferred tax expense (benefit)                                           (8)               6               (78)
       (Gains) losses on sales of other real estate owned                       25             (460)              105
       (Increase) decrease in accrued interest receivable                     (109)             110                (6)
       Increase in accrued interest payable                                    169               43                91
       Origination of secondary market mortgage loans                       (8,117)         (44,152)          (18,740)
       Proceeds from the sales of secondary market mortgage loans            8,266           44,299            18,446
       Other, net                                                             (531)             477              (474)
                                                                     -------------      -----------      ------------
         Net cash provided by operating activities                           1,735            2,126               982
                                                                     -------------      -----------      ------------
Cash flows from investing activities:
   Proceeds from sales of debt and marketable equity securities
     available for sale                                                      7,721            2,028            20,530
   Proceeds from maturities and paydowns of debt securities
     available for sale                                                     12,782           16,109            12,764
   Purchases of debt and marketable equity securities
     available for sale                                                     (9,502)         (24,307)          (39,318)
   Net (increase) decrease in loans, net                                   (35,913)          (1,272)            7,295
   Purchases of premises and equipment                                        (550)          (1,136)           (3,346)
   Proceeds from sale of premises and equipment                               ----                1              ----
   Net cash and cash equivalents paid for acquisition                         (841)            ----              ----
   Proceeds from sales of other real estate                                     71            2,066               331
                                                                     -------------      -----------      ------------
         Net cash used in investing activities                             (26,232)          (6,511)           (1,744)
                                                                     -------------      -----------      ------------
Cash flows from financing activities:
   Net increase in non-interest bearing deposit accounts                       320            1,107             4,330
   Net increase in savings, NOW and money market accounts                    4,921            7,563             5,141
   Net increase (decrease) in time deposits, $100,000 and over               5,064           (3,595)            3,738
   Net increase (decrease) increase in other time deposits                  14,556              308            (1,404)
   Net decrease in federal funds purchased                                    ----             ----            (1,130)
   Net increase (decrease) in securities sold under
     agreements to repurchase                                                 (197)            (425)              215
   Net increase in note payable                                              1,000             ----              ----
   Net decrease in other short-term borrowings                                ----             ----            (3,000)
   Cash dividends paid                                                        (479)            (448)             (448)
                                                                     -------------      -----------      ------------
         Net cash provided by financing activities                          25,185            4,510             7,442
                                                                     -------------      -----------      ------------
Net increase in cash and cash equivalents                                      688              125             6,680
Cash and cash equivalents at beginning of year                              12,318           12,193             5,513
                                                                     -------------      -----------      ------------
Cash and cash equivalents at end of year                             $      13,006      $    12,318      $     12,193
                                                                     =============      ===========      ============
Supplemental information:
   Interest paid                                                     $       5,201      $     5,137      $      4,697
   Income taxes paid                                                           218               77               112
                                                                     =============      ===========      ============
Other non-cash investing activities:
   Transfer of premises to other real estate                         $        ----      $     1,168      $       ----
   Transfer of loans to other real estate                                      313              102               154
                                                                     =============      ===========      ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       34
<PAGE>

ILLINI CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1999, 1998, and 1997

(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 19 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)  DEBT AND MARKETABLE EQUITY SECURITIES

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

         Investments in debt 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.

         Mortgage-backed securities represent a significant portion of the debt
     security portfolio. Amortization of premiums and accretion of discounts on
     mortgage-backed securities are analyzed in relation to the corresponding
     prepayment rates, both historical and estimated, using a method which
     approximates the interest method.

         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 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

                                       35
<PAGE>

     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 income on certain installment loans is recognized using the
     sum-of-the-years' digits method.

         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.

(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

                                       36
<PAGE>

     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)  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.

(j)  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.

(k)  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.

(l)  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.

(m)  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.

                                       37
<PAGE>

(n)      NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
     INSTRUMENTS AND HEDGING Activities, 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 Company is currently evaluating the
     requirements and impact of SFAS 133.

(o)  RECLASSIFICATIONS

         Certain amounts in the 1998 and 1997 consolidated financial statements
     have been reclassified to conform to the 1999 presentation. Such
     reclassifications have no effect on previously reported consolidated net
     income or shareholders' equity.

(2)      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):

<TABLE>
<S>                                                                       <C>
     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      $   1,892
                                                                          =========

</TABLE>

     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):

<TABLE>
<CAPTION>
                                        1999          1998
                                        ----          ----
<S>                                    <C>           <C>
    Net interest income                $ 7,487       $ 6,661
    Net income                             687           730
    Basic earnings per share              1.20          1.28
                                       =======       =======

</TABLE>

                                       38
<PAGE>

(3)  DEBT AND MARKETABLE EQUITY SECURITIES

     The amortized cost and fair value of debt and marketable equity
securities classified as available for sale at December 31, 1999 and 1998 are
presented below:

<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1999
                                      ----------------------------------------------------
                                                       GROSS         GROSS
                                       AMORTIZED     UNREALIZED    UNREALIZED      FAIR
                                         COST           GAINS        LOSSES        VALUE
                                      ---------      ----------    ----------   ----------
                                                        (dollars in thousands)
<S>                                   <C>          <C>           <C>           <C>
United States Treasury and
   United States agencies             $  15,940      $      1      $    297     $   15,644
Mortgage-backed securities               19,047            30           508         18,569
Collateralized mortgage obligations      12,844          ----           158         12,686
Obligations of state and
   political subdivisions                 9,225            60            38          9,247
Corporate bonds                             249          ----          ----            249
FHLB stock and other
   equity securities                        581          ----          ----            581
                                      ---------      --------      --------     ----------
                                      $  57,886      $     91      $  1,001     $   56,976
                                      =========      ========      ========     ==========

</TABLE>
<TABLE>
<CAPTION>
                                                         DECEMBER 31, 1998
                                      ----------------------------------------------------
                                                       GROSS         GROSS
                                      AMORTIZED      UNREALIZED    UNREALIZED      FAIR
                                        COST            GAINS         LOSSES       VALUE
                                      ---------      ----------    ----------   ----------
                                                        (dollars in thousands)
<S>                                   <C>          <C>           <C>           <C>
United States Treasury and
   United States agencies             $ 19,397       $    204      $     30     $ 19,571
Mortgage-backed securities              16,828             69            19       16,878
Collateralized mortgage obligations      8,487             25            32        8,480
Obligations of state and
   political subdivisions                7,448            446            --        7,894
FHLB stock and other
   equity securities                       453             --            --          453
                                      ---------      --------      --------     --------
                                      $ 52,613       $    744      $     81     $ 53,276
                                      =========      ========      ========     ========

</TABLE>

     As a member of the Federal Home Loan Bank System administered by the
Federal Housing Finance Board, Illini and Camp Point are required to maintain
an investment in the capital stock of the Federal Home Loan Bank of Chicago
(FHLB) in an amount equal to the greater of 1% of the aggregate outstanding
balance of loans secured by dwelling units at the beginning of each year, or
0.3% of the total assets. The stock is recorded at cost, which represents
redemption value, and is recalculated semi-annually. Each bank's portfolio of
residential real estate loans, subject to minor adjustments, is available to
secure advances from the FHLB. As of December 31, 1999, neither bank had any
borrowings outstanding from the FHLB.

     The amortized cost and fair value of debt and marketable equity
securities classified as available for sale at December 31, 1999, 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.

                                       39
<PAGE>

<TABLE>
<CAPTION>
                                               AMORTIZED                          FAIR
                                                 COST                             VALUE
                                            -------------                    -------------
                                                         (dollars in thousands)
<S>                                         <C>                             <C>
Due in one year or less                     $       2,558                    $       2,554
Due after one year through five years              15,098                           14,929
Due after five years through ten years              6,551                            6,414
Due after ten years                                   958                              994
                                            -------------                    -------------
                                                   25,165                           24,891
Mortgage-backed securities                         19,047                           18,569
Collateralized mortgage obligations                12,844                           12,686
Corporate bonds                                       249                              249
FHLB stock and other equity
   securities, no stated maturity                     581                              581
                                            -------------                    -------------
                                            $      57,886                    $      56,976
                                            =============                    =============
</TABLE>

     Proceeds from sales of debt and marketable equity securities during
1999, 1998, and 1997 were $7.7 million, $2.0 million, and $20.5 million,
respectively. Gross gains of $11,000, $10,000, and $109,000 and gross losses
of $5,000, $2,000, and $59,000 for 1999, 1998, and 1997, respectively, were
realized on those sales. All sales during 1999, 1998, and 1997 were from the
available for sale category.

     The market value of debt 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 $20.7
million and $16.7 million at December 31, 1999 and 1998, respectively.

(4)  LOANS

     The loan portfolio at December 31, 1999 and 1998 is composed of the
following loan types:

<TABLE>
<CAPTION>
                                                      1999                             1998
                                                 -------------                    -------------
                                                              (dollars in thousands)
<S>                                              <C>                             <C>
Commercial, financial, and agricultural          $      30,640                    $      20,553
Real estate:
   Construction                                          9,183                            7,104
   Mortgage loans held for investment                   84,509                           49,592
   Mortgage loans held for sale                            142                              245
Consumer, net of unearned income                        11,242                            9,680
                                                 -------------                    -------------
        Total loans                                    135,716                           87,174
Allowance for loan losses                               (1,696)                          (1,368)
                                                 -------------                    -------------
        Net loans                                $     134,020                    $      85,806
                                                 =============                    =============

</TABLE>

     Loans  serviced for others  totaled  approximately  $79.5  million and
$87.7  million at December 31, 1999 and 1998, 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.

                                       40
<PAGE>

     A summary of impaired loans, which includes nonaccrual loans, at
December 31, 1999, 1998, and 1997 is as follows:

<TABLE>
<CAPTION>
                                                                     1999               1998                1997
                                                                -------------       -------------       -------------
                                                                                (dollars in thousands)
<S>                                                             <C>                 <C>                 <C>
Nonaccrual loans                                                $         559       $       1,029       $         636
Impaired loans continuing to accrue interest                             ----                 300                  50
                                                                -------------       -------------       -------------
Total impaired loans                                            $         559       $       1,329       $         686
                                                                =============       =============       =============

Allowance for losses on specific impaired loans                 $          18       $          25       $          26
Impaired loans with no specific related allowance
   for loan losses                                                        499               1,268                 595
Average balance of impaired loans during the year                       1,033               1,074                 977
                                                                =============       =============       =============

</TABLE>

     Additional interest income of $64,000 in 1999, $61,000 in 1998, and
$35,000 in 1997 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 1999, $29,000 in 1998, and $5,000 in
1997. The amount recognized as interest income on nonaccrual loans was
$14,233, $9,679, and $13,300 for the years ended December 31, 1999, 1998, and
1997, respectively.

     A summary of changes in the allowance for loan losses for the years
ended December 31, 1999, 1998, and 1997 is as follows:

<TABLE>
<CAPTION>
                                                                    1999                1998                1997
                                                             ----------------     ----------------    ---------------
                                                                                (dollars in thousands)
<S>                                                          <C>                  <C>                 <C>
Balance at beginning of year                                 $          1,368     $          1,302    $         1,258
Balance of allowance of Camp Point at acquisition date                    153                 ----               ----
Provision charged to expense                                              275                  204                300

Loans charged off                                                        (202)                (215)              (364)
Recoveries of loans previously charged off                                102                   77                108
                                                             ----------------     ----------------    ---------------
     Net loan charge-offs                                                (100)                (138)              (256)
                                                             ----------------     ----------------    ---------------
Balance at end of year                                       $          1,696     $          1,368    $         1,302
                                                             ================     ================    ===============

</TABLE>

     The following table recaps the 1999 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.

<TABLE>
<CAPTION>
                                                                 INSIDER LOANS
                                                             (dollars in thousands)
<S>                                                          <C>
Balance at December 31, 1998                                 $            246
Purchase of Camp Point                                                     11
Advances on existing loans                                                655
Payments received                                                         (63)
                                                             ----------------
Balance at December 31, 1999                                 $            849
                                                             ================

</TABLE>

                                       41
<PAGE>

(5)  PREMISES AND EQUIPMENT

     A summary of premises and equipment at December 31, 1999 and 1998 by
major category is as follows:

<TABLE>
<CAPTION>
                                         1999                1998
                                       ---------          ---------
                                          (dollars in thousands)
<S>                                    <C>                <C>
Land                                   $   1,083          $   1,043
Bank premises                              7,339              6,549
Furniture and equipment                    5,165              4,771
                                       ---------          ---------
                                          13,587             12,363
Less accumulated depreciation              6,053              5,113
                                       ---------          ---------
                                       $   7,534          $   7,250
                                       =========          =========

</TABLE>

     Depreciation charged to noninterest expense amounted to $940,000, $795,000,
and $638,000 in 1999, 1998, and 1997, 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.

     Illini Corporation leases certain premises and equipment under
noncancellable operating leases which expire at various dates through
September 2008. Such noncancellable operating leases also include options to
renew on an annual basis. Minimum rental commitments under all noncancellable
operating leases at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
            YEAR                     AMOUNT
                             (dollars in thousands)
<S>                          <C>
            2000                   $         99
            2001                             88
            2002                             33
            2003                             33
            2004                             33
            Thereafter                      124
                                   ------------
                                   $        410
                                   ============
</TABLE>

     Total rental income received in 1999, 1998, and 1997 was $0, $104,000,
and $177,000, respectively. Total rent expense charged to noninterest expense
in 1999, 1998, and 1997 was $106,000, $155,000, and $213,000, respectively.

                                       42
<PAGE>

(6)  DEPOSITS

     At December 31, 1999, the scheduled maturities of time deposits are as
follows:

<TABLE>
<CAPTION>
                      YEAR                     AMOUNT
                                       (dollars in thousands)
<S>                                    <C>
                    2000                    $       64,304
                    2001                            25,534
                    2002                             6,587
                    2003                               355
                    2004                               466
                    Thereafter                          30
                                            --------------
                                            $       97,276
                                            ==============
</TABLE>

(7)  NOTE PAYABLE

     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 (8.50% at December 31, 1999). The note payable matures on December
1, 2000. The weighted average interest rate on the note payable was 8.50%
during 1999.

(8)  INCOME TAXES

     The components of income tax expense (benefit) for the years ended
December 31, 1999, 1998, and 1997 are as follows:

<TABLE>
<CAPTION>
                                                                    1999                1998                1997
                                                             ----------------     ----------------    ---------------
                                                                               (dollars in thousands)
<S>                                                          <C>                  <C>                 <C>
Current income taxes:
   Federal                                                   $            243     $            122    $           167
   State                                                                 ----                  (57)               (51)
Deferred income taxes                                                      (8)                   6                (78)
                                                             ----------------     ----------------    ---------------
                                                             $            235     $             71    $            38
                                                             ================     ================    ===============
</TABLE>

     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, 1999, 1998, and
1997 to reported income tax expense, is as follows:

<TABLE>
<CAPTION>
                                                                    1999                1998                1997
                                                             ----------------     ----------------    ---------------
                                                                               (dollars in thousands)
<S>                                                          <C>                  <C>                 <C>
Income tax expense at statutory rate                         $            308     $            239    $           234
Increase (decrease) in income taxes resulting from:
   Tax-exempt income                                                     (124)                (137)              (195)
   Goodwill amortization                                                    9                    4                  4
   State income taxes, net of federal
     income tax benefit                                                  ----                  (38)               (34)
     Other, net                                                            42                    3                 29
                                                             ----------------     ----------------    ---------------
Income tax expense                                           $            235     $             71    $            38
                                                             ================     ================    ===============
</TABLE>

     The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1999 and 1998 are presented below:

                                       43
<PAGE>

<TABLE>
<CAPTION>
                                                                                        1999                1998
                                                                                  ----------------     --------------
                                                                                         (dollars in thousands)
<S>                                                                               <C>                 <C>
Deferred tax assets:
   Loans, principally due to allowance for loan losses                            $            260    $           250
   Alternative minimum tax carryforward                                                        230                284
   Debt and marketable equity securities, basis differences                                     76               ----
   Available for sale securities market valuation                                              335               ----
   Other                                                                                         3                 60
                                                                                  ----------------    ---------------
       Gross deferred tax assets                                                               904                594
   Less valuation allowance                                                                    (60)               (60)
                                                                                  ----------------    ---------------
       Deferred tax assets, net                                                                844                534
                                                                                  ----------------    ---------------
Deferred tax liabilities:
   Available for sale securities market valuation                                             ----                247
   Premises and equipment, basis differences                                                   332                233
   Cash to accrual conversion                                                                   59               ----
                                                                                  ----------------    ---------------
       Total gross deferred tax liabilities                                                    391                480
                                                                                  ----------------    ---------------
       Net deferred tax asset                                                     $            453    $            54
                                                                                  ================    ===============
</TABLE>

     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 has established a valuation
allowance in the amount of $60,114 for deferred tax assets at December 31,
1999 and 1998.

(9)  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 $40,000,
$37,000, and $48,000 to the plan in 1999, 1998, and 1997, 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 compared to all
participants' 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 for the period from November 19, 1999 through
December 31, 1999 in the amount of $3,000.

(10) OTHER COMPREHENSIVE INCOME

     Illini Corporation's other comprehensive income for the years ended
December 31, 1999, 1998, and 1997 included the following components:

<TABLE>
<CAPTION>
                                                                       1999             1998             1997
                                                                       ----             ----             ----
<S>                                                                   <C>             <C>               <C>
         Net realized and unrealized gains (losses)
           on securities available for sale, net                      $(987)          $    264          $   294
         Less adjustment for net securities gains
           realized in net income, net of tax                            (4)                (5)             (31)
                                                                      ------          --------          -------
         Other comprehensive income (loss)                            $(991)          $    259          $   263
                                                                      ======          ========          =======
</TABLE>

                                       44
<PAGE>

(11) CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

     Following are condensed balance sheets as of December 31, 1999 and 1998
and the related condensed schedules of income and cash flows for each of the
years in the three-year period ended December 31, 1999 of Illini Corporation
(parent company only):

                            CONDENSED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                        1999                1998
                                                                                  ----------------    ---------------
<S>                                                                               <C>                 <C>
                                                                                        (dollars in thousands)
ASSETS:

   Cash                                                                           $            286    $           315
   Investment in subsidiaries                                                               17,698             14,927
   Excess of cost over fair value
     of net assets acquired                                                                    311                124
   Other assets                                                                                398                196
                                                                                  ----------------    ---------------
                                                                                  $         18,693    $        15,562
                                                                                  ================    ===============
LIABILITIES AND
SHAREHOLDERS' EQUITY:

   Note payable                                                                   $          1,000    $          ----
   Other liabilities                                                                           367                143
   Shareholders' equity                                                                     17,326             15,419
                                                                                  ----------------    ---------------
                                                                                  $         18,693    $        15,562
                                                                                  ================    ===============
</TABLE>


                          CONDENSED SCHEDULES OF INCOME
                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                    1999                1998                1997
                                                             ----------------     ----------------    ---------------
                                                                               (dollars in thousands)
<S>                                                          <C>                  <C>                 <C>
REVENUE:

   Dividends received from subsidiaries                      $          3,881     $            735    $           900
   Other                                                                 ----                    4               ----
                                                             ----------------     ----------------    ---------------
                                                                        3,881                  739                900
                                                             ----------------     ----------------    ---------------
EXPENSES:

   Interest expense                                                         7                 ----               ----
   Professional fees                                                      806                  291                314
   Other                                                                   76                   89                140
                                                             ----------------     ----------------    ---------------
                                                                          889                  380                454
                                                             ----------------     ----------------    ---------------

   Income before income tax benefit and
     equity in undistributed income of subsidiaries                     2,992                  359                446
Income tax benefit                                                        281                  139                154
Equity in undistributed (distributed)
   income of subsidiaries                                              (2,601)                 132                 50
                                                             ----------------     ----------------    ---------------
   Net income                                                $            672     $            630    $           650
                                                             ================     ================    ===============
</TABLE>

                                       45
<PAGE>

                        CONDENSED SCHEDULES OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<TABLE>
<CAPTION>
                                                                    1999                1998                1997
                                                             ----------------     ----------------    ---------------
                                                                               (dollars in thousands)
<S>                                                          <C>                  <C>                 <C>
Cash flows from operating activities:
   Net income                                                $           672      $           630     $          650
   Adjustments to reconcile net income
     to net cash provided by (used in)
     operating activities:
       Depreciation and amortization                                      13                   35                 75
       Equity in (undistributed) distributed
         income of subsidiaries                                        2,601                 (132)               (50)
       Other, net                                                       (580)                  40               (110)
                                                             ----------------     ----------------    ---------------
       Net cash provided by operating activities                       2,706                  573                565

Cash flows from investing activities:
   Net cash paid for acquisition                                      (3,256)                ----               ----
   Proceeds from sales of debt and marketable
     equity securities available for sale                               ----                    4               ----
                                                             ----------------     ----------------    ---------------
       Net cash (used in) provided by investing activities            (3,256)                   4               ----
Cash flows from financing activities:
   Proceeds from note payable                                          1,000                 ----               ----
   Cash dividends paid                                                  (479)                (448)              (448)
                                                             ----------------     ----------------    ---------------
       Net cash provided by (used in) financing activities               521                 (448)              (448)
       Net increase (decrease) in cash                                   (29)                 129                117

Cash at beginning of year                                                315                  186                 69
                                                             ----------------     ---------------     --------------
Cash at end of year                                          $           286      $           315     $          186
                                                             ===============      ================    ==============
Supplemental information:
   Interest paid                                             $             7     $           ----    $          ----
   Income taxes paid                                                     218                   77                112
                                                             ================     ================    ===============
</TABLE>

                                       46
<PAGE>

(12) 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 consolidated balance sheets. The
off-balance-sheet financial instruments of Illini Corporation at December 31,
1999 and 1998 are presented below:

<TABLE>
<CAPTION>
                                                            1999                             1998
                                                     -----------------               ------------------
<S>                                                  <C>                             <C>

Financial instruments whose contractual                             (dollars in thousands)
    amounts represent credit risk:

        Commitments to extend credit                 $           20,419              $          11,050
        Standby letters of credit                                   663                          1,295
                                                     ------------------              -----------------
                                                     $           21,082              $          12,345
                                                     ==================              =================
</TABLE>

     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, 1999 and 1998,
approximately $8.0 million and $6.4 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.

     Illini Corporation has established overnight federal funds lines of
credit of $11.0 million with an unaffiliated bank. As a member of the FHLB,
Illini has a line of credit of approximately $18.2 million.

                                       47
<PAGE>

     Following is a summary of the carrying amounts and fair values of Illini
Corporation's financial instruments at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
DECEMBER 31, 1999                                                                     CARRYING             FAIR
                                                                                       AMOUNT              VALUE
                                                                                          (dollars in thousands)
<S>                                                                               <C>                 <C>
Balance sheet assets:

   Cash and due from banks                                                        $          7,383    $         7,383
   Interest-bearing deposits in other banks                                                     28                 28
   Federal funds sold                                                                        5,595              5,595
   Debt and marketable equity securities                                                    56,976             56,976
   Loans, net                                                                              134,020            132,317
   Accrued interest receivable                                                               1,908              1,908
                                                                                  ----------------    ---------------
                                                                                  $        205,910    $       204,207
                                                                                  ================    ===============
Balance sheet liabilities:

   Deposits                                                                       $        195,653    $       195,653
   Securities sold under agreements to repurchase                                              394                394
   Note payable                                                                              1,000              1,000
   Accrued interest payable                                                                  1,122              1,122
                                                                                  ----------------    ---------------
                                                                                  $        198,169    $       198,169
                                                                                  ================    ===============

<CAPTION>
DECEMBER 31, 1998                                                                     Carrying             Fair
                                                                                       Amount              Value
                                                                                  ----------------    ---------------
<S>                                                                               <C>                 <C>
Balance sheet assets:

   Cash and due from banks                                                        $          5,624    $         5,624
   Interest-bearing deposits in other banks                                                     19                 19
   Federal funds sold                                                                        6,675              6,675
   Debt and marketable equity securities                                                    53,276             53,276
   Loans, net                                                                               85,806             85,921
   Accrued interest receivable                                                               1,390              1,390
                                                                                  ----------------    ---------------
                                                                                  $        152,790    $       152,905
                                                                                  ================    ===============
Balance sheet liabilities:

   Deposits                                                                       $        142,959    $       143,366
   Securities sold under agreements to repurchase                                              290                290
   Accrued interest payable                                                                    827                827
                                                                                  ----------------    ---------------
                                                                                  $        144,076    $       144,483
                                                                                  ================    ===============
</TABLE>

     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:

CASH AND OTHER SHORT-TERM INSTRUMENTS

     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.

DEBT AND MARKETABLE EQUITY SECURITIES

     Fair values of debt and marketable equity securities are based on quoted
market prices or dealer quotes.

LOANS

     Fair values are estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type such as commercial, commercial
real estate, residential mortgage, and installment. Each

                                       48
<PAGE>

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.

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.

(13) 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.

     Two complaints were filed against Illini in 1998. One complaint seeks to
compel Illinois Stock Transfer Company, Illini Corporation's transfer agent,
to distribute rights certificates to Illini Corporation's shareholders and
further seeks to certify all Illini Corporation shareholders as a class. The
other complaint seeks declaratory and injunctive relief from Illini
Corporation and its directors regarding an alleged triggering of the
Company's Shareholder Rights Agreement and the enforceability of an amendment
thereto. The plaintiff in the second complaint also seeks compensatory and
punitive damages arising out of the directors' alleged breach of fiduciary
duty. The plaintiffs in both actions seek to recover their attorneys' fees
from Illini Corporation. Illini Corporation obtained summary judgment in both
cases in January 2000. The directors also obtained summary judgment in the
second complaint in January 2000. An appeal has been filed in the first case,
and an appeal is anticipated in the second case.

     A third complaint was filed in April 1999 relating to Illini
Corporation's Shareholder Rights Agreement. This suit seeks 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 merger with Camp Point. The plaintiff in
this action seeks to recover her attorneys' fees from Illini Corporation
under the fee provision of the Shareholder Rights Agreement. Illini
Corporation has filed a Motion to Dismiss the complaint and intends to
vigorously contest the allegations made in this complaint.

                                       49
<PAGE>

(14)     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 principals. 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.

     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, 1999, Illini Corporation, Illini, and Camp Point meet all
capital adequacy requirements to which they are subject.

     As of September 30, 1999, the most recent notification from regulatory
agencies categorized Illini as well capitalized under the regulatory
framework for prompt corrective action. As of February 1998, the most recent
notification from regulatory agencies categorized Camp Point as well
capitalized under the regulatory framework for prompt corrective action. To
be categorized as 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, 1999 and Illini Corporation's
and Illini's actual and required capital amounts and ratios as of December
31, 1998 are as follows:

<TABLE>
<CAPTION>
                                                                     DECEMBER 31, 1999
                                       -----------------------------------------------------------------------------
                                                                                              TO BE WELL CAPITALIZED
                                                                                             UNDER PROMPT CORRECTIVE
                                              ACTUAL               CAPITAL REQUIREMENTS          ACTION PROVISIONS
                                              ------               --------------------          -----------------
                                       AMOUNT       RATIO           AMOUNT       RATIO          AMOUNT       RATIO
                                       ------       -----           ------       -----          ------       -----
                                                                  (dollars in thousands)
<S>                                  <C>           <C>            <C>           <C>           <C>          <C>
     Total capital (to
       risk-weighted assets):
         Illini Corporation          $   17,410    12.03   %      $   11,580     8.00  %            ----    ----
         Illini                          13,390    10.63              10,074     8.00         $   12,593   10.00  %
         Camp Point                       4,703    22.86               1,646     8.00              2,058   10.00
     Tier I capital (to
       risk-weighted assets):
         Illini Corporation              15,714    10.86   %           5,790     4.00  %            ----    ----
         Illini                          11,857     9.42               5,037     4.00              7,556    6.00  %
         Camp Point                       4,540    22.06                 823     4.00              1,235    6.00
     Tier I capital (to
       quarterly average assets):
         Illini Corporation              15,714     7.32   %           6,440     3.00  %            ----    ----
         Illini                          11,857     6.59               5,397     3.00              8,995    5.00  %
         Camp Point                       4,540    13.23               1,030     3.00              1,716    5.00
</TABLE>

                                       50
<PAGE>

<TABLE>
<CAPTION>
                                                                     DECEMBER 31, 1998
                                       -----------------------------------------------------------------------------
                                                                                              TO BE WELL CAPITALIZED
                                                                                             UNDER PROMPT CORRECTIVE
                                              ACTUAL               CAPITAL REQUIREMENTS          ACTION PROVISIONS
                                              ------               --------------------          -----------------
                                       AMOUNT       RATIO           AMOUNT       RATIO          AMOUNT       RATIO
                                       ------       -----           ------       -----          ------       -----
                                                                  (dollars in thousands)
<S>                                  <C>           <C>            <C>           <C>           <C>          <C>
     Total capital (to
       risk-weighted assets):
         Illini Corporation          $   16,247    15.87   %      $    8,189     8.00  %            ----    ----
         Illini                          15,880    15.52               8,183     8.00         $   10,229   10.00  %
     Tier I capital (to
       risk- weighted assets):
         Illini Corporation              14,878    14.53   %           4,095     4.00  %            ----    ----
         Illini                          14,511    14.19               4,091     4.00              6,137    6.00  %
     Tier I capital (to
       quarterly average assets):
         Illini Corporation              14,878     9.57   %           4,663     3.00  %            ----    ----
         Illini                          14,511     9.35               4,656     3.00              7,761    5.00  %
</TABLE>


     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, 1999, Illini had $1.6 million of retained earnings available for
dividends without prior regulatory approval. At December 31, 1999, Camp Point
had $48,000 of retained earnings available for dividends without prior
regulatory approval.

     At December 31, 1999 and 1998, approximately $1,175,000 and $984,000,
respectively, of cash and due from banks represented required reserves on
deposits maintained by Illini Corporation in accordance with Federal Reserve
Bank requirements.




                                       51
<PAGE>

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

     This information is omitted from this Form 10-KSB pursuant to General
Instructions E.(1) of Form 10-KSB as the Corporation has previously filed
with the Commission the Corporation's Form 8-K dated February 24, 2000, which
is hereby incorporated by reference, relating to a change in accountants.

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.

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.

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.

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.




                                       52
<PAGE>

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

(a) The following exhibits have been filed with the Securities and Exchange
Commission as required:

<TABLE>
<S>               <C>
       (2)        Not applicable.

       (3)        (1) Articles of Incorporation (incorporated by reference to
                  Illini's Form 10-KSB for the year ended December 31, 1984).
                  (2) Amended and Restated Bylaws of Illini Corporation,
                  effective October 30, 1998 (incorporated by reference as
                  Exhibit 99 to Registrant's Report on Form 8-K filed November
                  6, 1998).

       (4)        (1) Rights Agreement by and between Illini Corporation and
                  Illinois Stock Transfer Company, as rights agent (incorporated
                  by reference to Illini's Form 8-K filed on June 25, 1997).
                  (2) First Amendment to Rights Agreement dated July 1, 1998
                  (incorporated by reference to Illini's Form 8-K filed on July
                  13, 1998).
                  (3) Second Amendment to Rights Agreement dated July 6, 1999
                  (incorporated by reference to Illini Corporation's Form 8-K
                  filed on July 12, 1999).
                  (4) Third Amendment to Rights Agreement dated November 18,
                  1999 (incorporated by reference to Illini Corporation's Form
                  8-K filed on November 26, 1999).

       (9)        Not applicable.

       (10)       (1) Form of data processing agreement (incorporated by
                  reference to Illini's Form 10- KSB for the year ended December
                  31, 1996).

                  (2) Employment agreement by and between Illini Corporation and
                  Burnard K. McHone dated November 24, 1998 (incorporated by
                  reference to Illini Corporation's Form 10-KSB for the year
                  ended December 31, 1998).

                  (3) Employment agreement by and between Illini Corporation and
                  William B. Littreal dated November 24, 1998 (incorporated by
                  reference to Illini Corporation's Form 10-KSB for the year
                  ended December 31, 1998).

                  (4) Employment agreement by and between Illini Corporation and
                  Ronald W. Wenger dated November 24, 1998 (incorporated by
                  reference to Illini Corporation's Form 10-KSB for the year
                  ended December 31, 1998).

                  (5) Employment agreement by and between Illini Corporation and
                  James L. Adkins dated February 5, 1999.

                  (6) Employment agreement by and between Illini Corporation and
                  Douglas F. Finn dated March 2, 1999.

                  (7) Non-Compete, Standstill and Sale of Personal Goodwill
                  Agreement dated November 19, 1999 by and between Illini
                  Corporation and Ernest H. Huls (incorporated by reference to
                  Illini Corporation's Form 8-K filed on November 26, 2000).

      (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.

       (27)       Financial data schedule.

       (99)       Not applicable.
</TABLE>

(b) The Corporation filed a Form 8-K dated November 26, 1999, in connection
with the consummation of its acquisition of Farmers State Bank of Camp Point
("Camp Point") that included as exhibits: the Financial Statements and Pro
Forma Financial Information of Camp Point; the Third Amendment to Rights
Agreement dated June 20, 1997 between Illini Corporation and Illinois Stock
Transfer Company; the Non-Compete, Standstill and Sale of Personal Goodwill
Agreement dated November 19, 1999 between Illini Corporation and Ernest H.
Huls; and Illini Corporation's Press Release dated November 24, 1999.

                                       53
<PAGE>

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 29, 2000

Illini Corporation, Registrant,

by /s/ Burnard K. McHone
   Burnard 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.

<TABLE>
<S>                                  <C>
/S/ THOMAS A. BLACK                  MARCH 29, 2000
Thomas A. Black, Chairman            Date

/S/ RONALD E. CRAMER                 MARCH 29, 2000
Ronald E. Cramer, Director           Date

/S/ LAWRENCE B. CURTIN               MARCH 29, 2000
Lawrence B. Curtin, Director         Date

/S/ CHARLES H. DELANO, III           MARCH 29, 2000
Charles H. Delano, III, Director

/S/ KENNETH G. DEVERMAN              MARCH 29, 2000
Kenneth G. Deverman, Director        Date

/S/ WILLIAM N. ETHERTON              MARCH 29, 2000
William N. Etherton, Director        Date

/S/ WILLIAM B. MCCUBBIN              MARCH 29, 2000
William B. McCubbin, Director        Date

/S/ BURNARD K. MCHONE                MARCH 29, 2000
Burnard K. McHone, Director & Pres.  Date
(Principal Executive Officer)

/S/ ROBERT F. OLSON                  MARCH 29, 2000
Robert F. Olson, Director            Date

/S/ JOHN H. PICKRELL                 MARCH 29, 2000
John H. Pickrell, Director           Date

/S/ N. RONALD THUNMAN                MARCH 29, 2000
N. Ronald Thunman, Director          Date

/S/ WILLIAM G. WALSCHLEGER           MARCH 29, 2000
William G. Walschleger, Director     Date

/S/ PERRY WILLIAMS                   MARCH 29, 2000
Perry Williams, Director             Date

/S/ C. DEANN HAGER                   MARCH 29, 2000
C. Deann Hager, Finance Manager      Date
(Principal Financial and Accounting Officer)
</TABLE>

                                       54
<PAGE>

EXHIBIT INDEX

<TABLE>
<S>               <C>
     (10)(5)      Employment agreement by and between Illini Corporation and
                  James L Adkins dated February 5, 1999.
     (10)(6)      Employment agreement by and between Illini Corporation and
                  Douglas F. Finn dated March 2, 1999.
     (27)         Financial data schedules.
</TABLE>















                                       55
<PAGE>

<TABLE>
<CAPTION>
ILLINI CORPORATION, ILLINI BANK AND
FARMERS STATE BANK OF CAMP POINT OFFICERS            ILLINI BANK LOCATIONS
<S>                                                  <C>                                <C>
ILLINI CORPORATION                                   3200 West Iles Avenue              106 East Washington
                                                     Springfield                        Greenview
                                                     JEAN JACHINO, BANK MANAGER I       KATHY TISDALE, BANK MANAGER

Burnard K. McHone
President

                                                     120 South Chatham Road             2201 Woodlawn, Ste. 100
James L. Adkins                                      Springfield                        Lincoln
Sr. Vice President / Chief Operating Officer         ANN COWHICK, BANK MANAGER          SHARON AWE, BANK MANAGER

Ronald Wenger                                        615 West Jefferson St.             120 Governor Oglesby
Sr. Vice President / Credit Administration           Springfield                        Elkhart
                                                     STEVE TATE, BANK MANAGER           CONNIE WHITE, BANK MANAGER

Doug F. Finn
Vice President / Sales & Service                     2120 Peoria Road                   116 East Exchange
                                                     Springfield                        Danvers
C. Deann Hager                                       TERESA MAYER, BANK MANAGER         TOM CAISLEY, BANK MANAGER
Finance Manager
                                                     375 West Andrew Road               103 Franklin
ILLINI BANK                                          Sherman                            Hudson
                                                     NANCY MANNING, BANK MANAGER        GREG BIRKY, BANK MANAGER II

Burnard K. McHone
President                                            133 Dodds Street                   100 East Third St.
                                                     Divernon                           Stonington
James L. Adkins                                      VICKIE BLY, BANK MANAGER II        CAROLYN WINN, BANK MANAGER
Sr. Vice President / Chief Operating Officer

                                                     Route 4 and Jefferson              130 Main St.
Ronald Wenger                                        Auburn                             Dawson
Sr. Vice President / Credit Administration           MOLLY APPELT, BANK MANAGER         ANGELA FLECK, BANK MANAGER

Doug F. Finn                                         West Main St.                      101 Main St.
Vice President / Sales & Service                     Mechanicsburg                      Tallula
                                                     LORI JARRETT, BANK MANAGER         JANE KING, BANK MANAGER

C. Deann Hager
Finance Manager                                      420 East Sangamon                  Lincoln & Douglas
                                                     Petersburg                         Owaneco
Nancy Richards                                       JACKIE YOUNG, BANK MANAGER         MARCIA BEAMAN, BANK MANAGER
Relationship Banker

Alan D. Fulk                                         FARMERS STATE BANK OF CAMP POINT LOCATION
Relationship Banker                                  -----------------------------------------

                                                     206 E. Wood Street
FARMERS STATE BANK OF CAMP POINT                     Camp Point
                                                     ANNE HUNSAKER, VICE PRESIDENT & CASHIER

Terry Reuschel
Vice President

Anne Hunsaker
Vice President / Cashier

STOCK TRANSFER AGENT
-------------------------------------

Illinois Stock Transfer
209 West Jackson Blvd.

Suite 903
Chicago, IL 60606
1-800-757-5755
</TABLE>


                                       56