UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q/A
                        Amendent No. 1 to Report on 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2002

                         Commission File Number: 0-30031

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


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


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

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


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

Indicate the number of shares  outstanding of the registrant's  common stock, as
of November 12, 2002

   Main Street Trust, Inc. Common Stock                               10,469,232



                               Amendments to 10-Q

This  Amendment  No 1 to Form 10-Q  ("Amendment  No. 1") is being  filed for the
purpose  of adding the nine  month  income  statements  for the  periods  ending
September 30, 2002 and 2001 to Item 1,  Financial  Statements,  in the Quarterly
Report on Form 10-Q for fiscal  quarter  ended  September  30, 2002,  originally
filed with the Securities and Exchange Commission on November 14, 2002:

                                       1


                                Table of Contents

                                                                            PAGE

PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements (Unaudited)                              3

         Item 2. Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                        10

         Item 3. Quantitative and Qualitative Disclosures
                   About Market Risk                                          27

         Item 4.  Controls and Procedures                                     27

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                            27

         Item 2. Changes in Securities                                        27

         Item 3. Defaults Upon Senior Securities                              28

         Item 4. Submission of Matters to a Vote of Security Holders          28

         Item 5. Other Information                                            28

         Item 6. Exhibits and Reports on Form 8-K                             28


SIGNATURES AND CERTIFICATIONS                                                 29

                                       2


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                    September 30, 2002 and December 31, 2001
                  (Unaudited, in thousands, except share data)

                                                                                     September 30,  December 31,
                                                                                        2002           2001
                                                                                     ---------------------------
                                                                                              
ASSETS
Cash and due from banks ..........................................................   $    51,242    $    87,895
Federal funds sold and interest earning deposits .................................         4,079          7,484
Investments in debt and equity securities:
  Available-for-sale, at fair value ..............................................       250,766        266,496
  Held-to-maturity, at cost (fair value of $66,263 and $64,727
    at September 30, 2002 and December 31, 2001, respectively) ...................        63,679         63,818
  Non-marketable equity securities ...............................................         6,716          5,108
Mortgage loans held for sale .....................................................         3,694          8,775
Loans, net of allowance for loan losses of $9,490 and $9,259
  at September 30, 2002 and December 31, 2001, respectively ......................       677,077        673,061
Premises and equipment ...........................................................        18,811         19,259
Accrued interest receivable ......................................................         8,165          8,890
Other assets .....................................................................        11,360         10,725
                                                                                     --------------------------
        Total assets .............................................................   $ 1,095,589    $ 1,151,511
                                                                                     ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Demand, non-interest bearing .................................................   $   112,297    $   133,406
    Demand, interest bearing .....................................................        81,216        111,241
    Savings ......................................................................       312,299        267,838
    Time, $100 and over ..........................................................       125,646        140,042
    Other time ...................................................................       231,663        231,582
                                                                                     --------------------------
        Total deposits ...........................................................       863,121        884,109

Federal funds purchased, repurchase agreements and notes payable .................        58,566         85,207
Federal Home Loan Bank advances and other borrowings .............................        29,823         34,895
Accrued interest payable .........................................................         2,634          3,390
Other liabilities ................................................................         9,277          7,917
                                                                                     --------------------------
        Total liabilities ........................................................       963,421      1,015,518
                                                                                     --------------------------

Shareholders' equity:
  Preferred stock, no par value;  2,000,000 shares authorized ....................            --             --
  Common stock, $0.01 par value; 15,000,000 shares authorized; 11,219,319 and
    11,111,281 shares issued at September 30, 2002 and December 31, 2001,
    respectively .................................................................          112            111
  Paid in capital ................................................................        55,358         54,147
  Retained earnings ..............................................................        90,172         83,810
  Accumulated other comprehensive income .........................................         3,965          2,750
                                                                                     --------------------------
                                                                                         149,607        140,818
Less: treasury stock, at cost, 748,727 and 267,783 shares at September 30, 2002
  and December 31, 2001, respectively ............................................       (17,439)        (4,825)
                                                                                     --------------------------

        Total shareholders' equity ...............................................       132,168        135,993
                                                                                     --------------------------
        Total liabilities and shareholders' equity ...............................   $ 1,095,589    $ 1,151,511
                                                                                     ==========================

See accompanying notes to unaudited consolidated financial statements.


                                       3


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES

                        Consolidated Statements of Income
              For the Nine Months Ended September 30, 2002 and 2001
                  (Unaudited, in thousands, except share data)


                                                                        2002          2001
                                                                     -------------------------
                                                                             
Interest income:
  Loans and fees on loans ........................................   $    36,381   $    42,144
  Investments in debt and equity securities
    Taxable ......................................................         9,632        10,513
    Tax-exempt ...................................................         1,783         1,733
  Federal funds sold and interest earning deposits ...............           302         1,527
                                                                     -------------------------
        Total interest income ....................................        48,098        55,917

Interest expense:
  Demand, savings, and other time deposits .......................        10,832        18,832
  Time deposits $100 and over ....................................         3,571         4,029
  Federal funds purchased, repurchase agreements and notes payable           919         2,101
  Federal Home Loan Bank advances and other borrowings ...........         1,444         1,768
                                                                     -------------------------
        Total interest expense ...................................        16,766        26,730
                                                                     -------------------------

        Net interest income ......................................        31,332        29,187
Provision for loan losses ........................................           990           845
                                                                     -------------------------
        Net interest income after provision for loan losses ......        30,342        28,342

Non-interest income:
  Remittance processing ..........................................         5,555         5,105
  Trust and brokerage fees .......................................         4,625         4,012
  Service charges on deposit accounts ............................         1,762         1,598
  Securities transactions, net ...................................           228           302
  Gain on sales of mortgage loans, net ...........................           773           490
  Other ..........................................................         1,119         1,174
                                                                     -------------------------
        Total non-interest income ................................        14,062        12,681

Non-interest expense:
  Salaries and employee benefits .................................        14,407        13,094
  Occupancy ......................................................         1,759         1,674
  Equipment ......................................................         2,069         2,310
  Data processing ................................................         1,732         1,349
  Office supplies ................................................           959         1,179
  Service charges from correspondent banks .......................           709           660
  Other ..........................................................         3,519         3,527
                                                                     -------------------------
        Total non-interest expense ...............................        25,154        23,793

        Income before income taxes ...............................        19,250        17,230
Income taxes .....................................................         6,318         5,454
                                                                     -------------------------
        Net income ...............................................   $    12,932   $    11,776
                                                                     =========================

Per share data:
  Basic earnings per share .......................................   $      1.19   $      1.08
  Weighted average shares of common stock outstanding ............    10,900,115    10,953,118

Diluted earnings per share .......................................   $      1.18   $      1.06
Weighted average shares of common stock and dilutive potential
  common shares outstanding ......................................    10,979,889    11,160,826

See accompanying notes to unaudited consolidated financial statements.

                                       4


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                 Consolidated Statements of Comprehensive Income
              For the Nine Months Ended September 30, 2002 and 2001
                            (Unaudited, in thousands)


                                                                           2002        2001
                                                                         --------------------
                                                                               
Net income ...........................................................   $ 12,932    $ 11,776
                                                                         --------------------
Other comprehensive income, before tax:
  Unrealized gains on securities:
    Unrealized holding gains arising during period, net of tax1 of
      $1,111 and $1,671, for September 30, 2002 and 2001, respectively      1,352       3,243
    Less:  reclassification adjustment for gains included in net
      income, net of tax1 of ($91) and ($103), for September 30, 2002
      and 2001, respectively .........................................       (137)       (199)
                                                                         --------------------
    Other comprehensive income, net of tax ...........................      1,215       3,044
                                                                         --------------------
    Comprehensive income .............................................   $ 14,147    $ 14,820
                                                                         ====================

See accompanying notes to unaudited consolidated financial statements.

1    During the second quarter of 2002, the Company's tax rate used to calculate
     deferred  taxes on investment  securities was increased to reflect a change
     in the tax position of the Company.




                                       5


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
             For the Three Months Ended September 30, 2002 and 2001
                  (Unaudited, in thousands, except share data)


                                                                       2002            2001
                                                                   ----------------------------
                                                                             
Interest income:
  Loans and fees on loans ......................................   $     11,999    $     13,795
  Investments in debt and equity securities
    Taxable ....................................................          3,177           3,349
    Tax-exempt .................................................            589             604
   Federal funds sold and interest earning deposits ............            106             292
                                                                   ----------------------------
        Total interest income ..................................         15,871          18,040

Interest expense:
  Demand, savings, and other time deposits .....................          3,432           5,836
  Time deposits $100 and over ..................................          1,246           1,253
  Federal funds purchased, repurchase agreements and notes
    payable ....................................................            270             619
  Federal Home Loan Bank advances and other borrowings .........            451             597
                                                                   ----------------------------
        Total interest expense .................................          5,399           8,305
                                                                   ----------------------------

        Net interest income ....................................         10,472           9,735
Provision for loan losses ......................................            330             235
                                                                   ----------------------------
        Net interest income after provision for loan losses ....         10,142           9,500

Non-interest income:
  Remittance processing ........................................          1,769           1,785
  Trust and brokerage fees .....................................          1,743           1,365
  Service charges on deposit accounts ..........................            612             561
  Gain on sales of mortgage loans, net .........................            378             175
  Securities transactions, net .................................            (62)             83
  Other ........................................................            164             363
                                                                   ----------------------------
        Total non-interest income ..............................          4,604           4,332

Non-interest expense:
  Salaries and employee benefits ...............................          4,556           4,281
  Occupancy ....................................................            598             549
  Equipment ....................................................            707             739
  Data processing ..............................................            494             488
  Office supplies ..............................................            325             392
  Service charges from correspondent banks .....................            226             221
  Other ........................................................          1,151           1,134
                                                                   ----------------------------
        Total non-interest expense .............................          8,057           7,804

        Income before income taxes .............................          6,689           6,028
Income taxes ...................................................          2,210           1,984
                                                                   ----------------------------
        Net income .............................................   $      4,479    $      4,044
                                                                   ============================

Per share data:
  Basic earnings per share .....................................   $       0.43    $       0.37
  Weighted average shares of common stock outstanding ..........     10,486,735      10,916,747

  Diluted earnings per share ...................................   $       0.42    $       0.36
  Weighted average shares of common stock and dilutive potential
    common shares outstanding ..................................     10,591,587      11,120,508

See accompanying notes to unaudited consolidated financial statements.

                                       6


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                 Consolidated Statements of Comprehensive Income
             For the Three Months Ended September 30, 2002 and 2001
                            (Unaudited, in thousands)


                                                              2002       2001
                                                            --------------------

Net income ............................................     $ 4,479     $ 4,044
                                                            --------------------
Other comprehensive income:
  Unrealized gains on securities:
    Unrealized holding gains arising during period,
      net of tax 1 of $635 and $612, for September 30,
      2002 and 2001, respectively .....................         953       1,186
    Less:  reclassification adjustment for losses
      (gains) included in net income, net of tax1 of
      $25 and ($29), for September 30, 2002
      and 2001, respectively ..........................          37         (54)
                                                            --------------------
    Other comprehensive income, net of tax ............         990       1,132
                                                            --------------------
    Comprehensive income ..............................     $ 5,469     $ 5,176
                                                            ===================

See accompanying notes to unaudited consolidated financial statements.

                                       7


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2002 and 2001
                            (Unaudited, in thousands)

                                                                             2002        2001
                                                                          ----------------------
                                                                                 
Cash flows from operating activities:
  Net income ..........................................................   $  12,932    $  11,776
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization .....................................       1,989        2,009
    Amortization (accretion) of bond discounts and premiums, net ......         830         (179)
    Provision for loan losses .........................................         990          845
    Securities transactions, net ......................................        (228)        (302)
    Gain on sales of mortgage loans, net ..............................        (773)        (490)
    Federal Home Loan Bank stock dividend .............................        (121)        (135)
    Proceeds from sales of mortgage loans originated for sale .........      79,865       60,060
    Acquisitions of mortgage loans originated for sale ................     (74,011)     (65,911)
    Other, net ........................................................          25       (2,080)
                                                                          ----------------------
        Net cash provided by operating activities .....................      21,498        5,593
                                                                          ----------------------

Cash flows from investing activities:
  Net increase in loans ...............................................      (5,295)     (16,894)
  Proceeds from maturities and calls of investments in debt securities:
    Held-to-maturity ..................................................       1,841       28,559
    Available-for-sale ................................................      72,620       58,332
  Proceeds from sales of investments:
    Available-for-sale ................................................      44,732       89,715
    Purchases of investments in debt and equity securities:
  Held-to-maturity ....................................................     (14,058)     (22,135)
    Available-for-sale ................................................    (108,702)    (176,252)
    Other equity securities ...........................................      (1,720)        (500)
  Principal paydowns from mortgage-backed securities:
    Held-to-maturity ..................................................      12,262        6,932
    Available-for-sale ................................................       8,934        2,515
  Principal paydowns on other equity securities .......................         106           31
  Purchases of premises and equipment .................................      (1,531)      (1,150)
  Proceeds from sales of premises and equipment .......................          10           --
                                                                          -----------------------
        Net cash provided by (used in) investing activities ...........       9,199      (30,847)
                                                                          ----------------------

Cash flows from financing activities:
  Net decrease in deposits ............................................     (20,988)      (3,383)
  Net (decrease) increase in federal funds purchased,
    repurchase agreements, and notes payable ..........................     (26,641)       9,162
  Advances from Federal Home Loan Bank and other borrowings ...........      13,000        5,000
  Payments on Federal Home Loan Bank and other borrowings .............     (18,072)      (6,068)
  Cash dividends paid .................................................      (4,273)      (3,343)
  Issuance of new shares of common stock, net .........................       1,222         --
  Treasury stock transactions, net ....................................     (15,003)      (2,021)
                                                                          ----------------------
        Net cash used in financing activities .........................     (70,755)        (653)
                                                                          ----------------------
        Net decrease in cash and cash equivalents .....................     (40,058)     (25,907)
Cash and cash equivalents at beginning of year ........................      95,379       84,139
                                                                          ----------------------
Cash and cash equivalents at end of period ............................   $  55,321    $  58,232
                                                                          ======================

Supplemental  disclosures  of cash flow  information:
  Cash paid during the year for:
    Interest ..........................................................   $  17,522    $  27,552
    Income taxes ......................................................       6,734        5,486
  Real estate acquired through or in lieu of foreclosure ..............         289         --
  Dividends declared not paid .........................................       1,361        1,197

See accompanying notes to unaudited consolidated financial statements.

                                       8


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements



Note 1.  Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements for Main Street
Trust,  Inc. have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include all  information  and footnotes  necessary for fair
presentation  of financial  position,  results of operations,  and cash flows in
conformity with accounting principles generally accepted in the United States of
America.  These  financial  statements  should be read in  conjunction  with the
audited  consolidated  financial  statements and related notes as of and for the
year ended  December  31, 2001,  and  schedules  included in Main Street  Trust,
Inc.'s. Form 10-K filed on March 20, 2002.

In the opinion of  management,  the  consolidated  financial  statements of Main
Street Trust,  Inc. (the  "Company") and its  subsidiaries,  as of September 30,
2002 and for the three-month and nine-month periods ended September 30, 2002 and
2001,  include all adjustments  necessary for a fair presentation of the results
of those periods. All such adjustments are of a normal recurring nature.

Results of operations for the three-month and nine-month periods ended September
30, 2002 are not necessarily indicative of the results which may be expected for
the year ended December 31, 2002.

For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents  include cash and due from banks and federal funds sold and interest
earning deposits. Generally, federal funds are sold for one-day periods.

Certain  amounts  in  the  2001  consolidated  financial  statements  have  been
reclassified to conform with the 2002 presentation.  Such reclassifications have
no effect on previously reported net income.

Note 2.  Company Information/Business Combination

On  March  23,  2000,  BankIllinois  Financial  Corporation  and  First  Decatur
Bancshares,  Inc.  completed  a "merger of equals"  between  the two  companies,
structured  as a merger of the two  companies  into the Company.  The merger has
been  accounted  for as a  pooling  of  interests  and,  accordingly,  all prior
financial  statements have been restated to include both companies.  As a result
of the merger,  former  shareholders of BankIllinois  Financial  Corporation and
First Decatur  Bancshares,  Inc.  received  6,119,673  and  4,990,281  shares of
Company common stock, respectively.

The  Company   operates  17  banking  centers  and  is  the  parent  company  of
BankIllinois,  First  National  Bank of Decatur,  and  FirsTech,  Inc., a retail
payment  processing  company.  The  Company  received  approval  from  its  bank
regulators to merge  BankIllinois and the Company's  former banking  subsidiary,
First Trust Bank of Shelbyville.  The merger was effective June 19, 2002 and the
resulting bank is BankIllinois. The merger is not expected to have a significant
impact on the consolidated financial statements.

On June 14,  2001,  the Company was  certified  by the Board of Governors of the
Federal Reserve System as a financial holding company.  This designation  allows
the  Company  to engage in a wider  range of  nonbanking  activities,  including
greater authority to engage in securities and insurance activities. However, the
Company has no current plans to do so.

On April 23,  2002,  the  Company  commenced  a tender  offer to  acquire  up to
1,200,000  of its shares of common  stock at a price of $23.00  per  share.  The
tender offer was  completed on June 7, 2002 with  711,832  shares,  representing
approximately  6.3% of the  total  shares  outstanding,  repurchased  at a cost,
including expenses, of $16.556 million.

Note 3.  New Accounting Rules and Regulations

In June 2001,  Statement on Financial  Accounting  Standards No. 143 "Accounting
for Asset Retirement  Obligations" was issued to address financial reporting and
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement applies to all entities and to
legal  obligations  associated  with the  retirement of  long-lived  assets that
result from the acquisition, construction, development or normal operations of a
long-lived asset, except for certain  obligations of lessees.  Statement No. 143
is effective for financial  statements  issued for fiscal years  beginning after
June 15, 2002.  Management  does not believe the  adoption of Statement  No. 143
will have a significant impact on its financial statements.

                                       9


Note 4.  Income per Share

Net income per common share has been computed as follows:

                                                Nine Months Ended         Three Months Ended
                                            -----------------------------------------------------
                                                 September 30,                September 30,
                                               2002          2001          2002          2001
                                            -----------------------------------------------------
                                                                          
Net Income ..............................   $12,932,000   $11,776,000   $ 4,479,000   $ 4,044,000
                                            =====================================================
Shares:
  Weighted average common shares
    outstanding .........................    10,900,115    10,953,118    10,486,735    10,916,747
  Dilutive effect of outstanding options,
    as determined by the application of
    the treasury stock method ...........        79,774       207,708       104,852       203,761
                                            -----------------------------------------------------
Weighted average common shares
  outstanding, as adjusted ..............    10,979,889    11,160,826    10,591,587    11,120,508
                                            =====================================================
Basic earnings per share ................   $      1.19   $      1.08   $      0.43   $      0.37
                                            =====================================================
Diluted earnings per share ..............   $      1.18   $      1.06   $      0.42   $      0.36
                                            =====================================================


Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations

                               Financial Condition

Assets and Liabilities

Total assets decreased $55.922 million,  or 4.9%, to $1.096 billion at September
30, 2002 compared to $1.152 billion at December 31, 2001.  Decreases in cash and
due from banks,  investments  available-for-sale,  mortgage loans held for sale,
federal funds sold and interest earning deposits,  accrued interest  receivable,
premises and equipment and investments held-to-maturity were partially offset by
increases in loans, non-marketable equity securities and other assets.

Cash and due from banks decreased $36.653 million,  or 41.7%, to $51.242 million
at September 30, 2002 compared to $87.895 million at December 31, 2001, due to a
smaller dollar amount of deposit items in process of collection at September 30,
2002 compared to December 31, 2001.

Federal funds sold and interest  earning deposits  decreased $3.405 million,  or
45.5%,  to $4.079  million at September 30, 2002  compared to $7.484  million at
December 31, 2001.  Federal funds sold and interest earning  deposits  fluctuate
with loan demand and deposit volume.

Total  investments in debt and equity securities  decreased $14.261 million,  or
4.3%, to $321.161  million at September 30, 2002 compared to $335.422 million at
December  31,  2001.  Investments  in  securities  available-for-sale  decreased
$15.730  million,  or  5.9%,  and  investments  in debt  and  equity  securities
held-to-maturity  decreased  $0.139  million,  or 0.2%,  at  September  30, 2002
compared to December  31,  2001.  Somewhat  offsetting  these  decreases  was an
increase in non-marketable  equity  securities of $1.608 million,  or 31.5%, for
the same period. Investments fluctuate with loan demand and deposit volume.

Mortgage  loans held for sale  decreased  $5.081  million,  or 57.9%,  to $3.694
million at September 30, 2002  compared to $8.775  million at December 31, 2001.
This  decrease was mainly  attributable  to faster loan  processing  time by the
Company's secondary market investors.

Loans, net of allowance for loan losses,  increased $4.016 million,  or 0.6%, to
$677.077  million at September  30, 2002 from  $673.061  million at December 31,
2001.  An  increase  in real  estate  loans of $36.751  million,  or 11.6%,  was
partially  offset by decreases  in  installment  and  consumer  loans of $18.296
million,  or 15.3%, and commercial,  financial and agricultural loans of $14.208
million, or 5.8%, at September 30, 2002 compared to December 31, 2001.

Premises and equipment  decreased $0.448 million,  or 2.3%, from $19.259 million
at December 31, 2001 to $18.811  million at September 30, 2002. The decrease was
caused by depreciation expense of $1.969 million and disposals of $0.010 million
offset by purchases of $1.531 million.

Other assets increased $0.635 million, or 5.9%, from $10.725 million at December
31, 2002 to $11.360 million at September 30, 2002.


                                       10


Total  liabilities  decreased  $52.097 million,  or 5.1%, to $963.421 million at
September 30, 2002 from $1.016 billion at December 31, 2001.  Decreases in total
deposits,  federal funds  purchased,  repurchase  agreements  and notes payable,
Federal  Home Loan Bank  advances  and other  borrowings  and  accrued  interest
payable was slightly offset by an increase in other liabilities.

Total  deposits  decreased  $20.988  million,  or 2.4%,  to $863.121  million at
September  30, 2002 from  $884.109  million at December 31,  2001.  Decreases in
deposits  included  $30.025  million,  or  27.0%,  in  interest  bearing  demand
deposits, $21.109 million, or 15.8%, in non-interest bearing demand deposits and
$14.396  million,  or  10.3%,  in time  deposits  $100,000  and  over.  Somewhat
offsetting  these  decreases were  increases of $44.461  million,  or 16.6%,  in
savings  deposits and $0.081  million,  or 0.03%,  in other time  deposits.  The
decrease  in  time  deposits  $100,000  and  over  included  the  maturity  of a
short-term $25.6 million deposit at the beginning of 2002.  Despite the decrease
from year-end,  total deposits were $26.572  million,  or 3.2%,  higher than the
September  30, 2001  balance of $836.549  million.  Much of the shift in deposit
volume from both  non-interest  bearing  deposits  and interest  bearing  demand
deposits  into  savings  deposits  was the  result of  reclassifying  additional
accounts  identified as  non-transactional  (exhibiting stable balance portions)
into the savings category.  Current  regulations allow this  reclassification in
order to reduce the balances  required to be held at the Federal Reserve Bank in
a non-interest bearing reserve account.

Federal funds  purchased,  repurchase  agreements  and notes  payable  decreased
$26.641 million,  or 31.3%, to $58.566 million at September 30, 2002 compared to
$85.207 million at December 31, 2001.  Included in this change were decreases of
$31.365  million in repurchase  agreements  and $1.201  million in notes payable
offset somewhat by an increase of $5.925 million in federal funds purchased.

Federal Home Loan Bank advances and other  borrowings  decreased $5.072 million,
or 14.5%,  to $29.823  million at September 30, 2002 compared to $34.895 million
at December 31, 2001.

Other  liabilities  increased  $1.360  million,  or 17.2%,  to $9.277 million at
September 30, 2002 from $7.917 million at December 31, 2001.

Investment Securities

The carrying value of  investments in debt and equity  securities was as follows
for September 30, 2002 and December 31, 2001:

                   Carrying Value of Securities
                          (in thousands)


                                                     September 30,  December 31,
                                                     ---------------------------
Available-for-sale:
  U.S. Treasury ................................       $  3,583       $  8,577
  Federal agencies .............................        187,411        191,325
  Mortgage-backed securities ...................         38,123         28,279
  State and municipal ..........................         16,887         15,642
  Corporate and other obligations ..............          1,011          3,099
  Marketable equity securities .................          3,751         19,574
                                                       -----------------------
        Total available-for-sale ...............       $250,766       $266,496
                                                       =======================
Held-to-maturity:
  Federal agencies .............................       $  1,750       $  1,750
  Mortgage-backed securities ...................         21,012         19,842
  State and municipal ..........................         40,917         42,226
                                                       -----------------------
        Total held-to-maturity .................       $ 63,679       $ 63,818
                                                       =======================
Non-marketable equity securities:
  FHLB and FRB stock1 ..........................       $  3,898       $  3,766
  Other equity investments .....................          2,818          1,342
                                                      ------------------------
        Total ..................................       $  6,716       $  5,108
                                                       =======================
        Total investment securities ............       $321,161       $335,422
                                                       =======================

1    FHLB and FRB are  commonly  used  acronyms  for Federal  Home Loan Bank and
     Federal Reserve Bank, respectively.

                                       11


The  following  table  shows  the  maturities  and  weighted-average  yields  of
investment  securities at September 30, 2002.  All securities are shown at their
contractual maturity.

            Maturities and Weighted Average Yields of Debt Securities
                             (dollars in thousands)

--------------------------------------------------------------------------------------------------------------------------------
                                                                    September 30, 2002
--------------------------------------------------------------------------------------------------------------------------------
                                     1 year             1 to 5            5 to 10            Over 10
                                    or less              years              years             years             Total
                                     Amount    Rate     Amount    Rate     Amount    Rate    Amount     Rate    Amount    Rate
--------------------------------------------------------------------------------------------------------------------------------
                                                                                            
Securities available-
  for-sale
  U.S. Treasury .................   $  1,526   5.74%   $  2,057   3.03%   $     --     --    $    --       --   $  3,583   4.18%
  Federal agencies ..............   $ 67,783   4.78%   $117,525   4.52%   $  2,103   6.46%   $    --       --   $187,411   4.63%
  Mortgage-backed ...............   $ 11,621   3.75%   $ 12,578   5.37%   $  8,995   6.53%   $ 4,929    6.64%   $ 38,123   5.31%
    securities1
  State and municipal ...........   $    759   5.85%   $  8,167   4.53%   $  5,682   4.98%   $ 2,279    5.25%   $ 16,887   4.84%
  Other securities ..............   $  1,011   4.26%   $     --      --   $     --      --   $    --       --   $  1,011   4.26%
  Marketable equity
    securities ..................   $     --       -   $     --      --   $     --      --   $ 3,751       --   $  3,751      --
                                    --------------------------------------------------------------------------------------------
         Total ..................   $ 82,700           $140,327           $ 16,780           $10,959            $250,766
                                    --------------------------------------------------------------------------------------------
Average Yield ...................              4.66%               4.57%             6.00%              6.20%              4.74%
                                   =============================================================================================
Securities held-
  to-maturity
  Federal agencies ..............   $  1,750   6.03    $     --       --   $    --      --   $    --       --   $  1,750   6.03%
  Mortgage-backed
    securities1 .................   $  2,485   5.33%   $  7,748    5.13%   $   331   5.27%   $ 10,448   5.88%   $ 21,012   5.53%
  State and municipal ...........   $  6,739   4.07%   $ 28,595    4.15%   $ 5,583   4.75%   $     --      --   $ 40,917   4.22%
                                    --------------------------------------------------------------------------------------------
        Total ...................   $ 10,974           $ 36,343            $ 5,914           $ 10,448           $ 63,679
                                    ============================================================================================
Average Yield ...................              4.67%               4.36%             4.78%              5.88%              4.70%
                                    ============================================================================================
Non-marketable equity securities2
  FHLB and FRB stock ............   $     --      --   $     --       --   $    --      --   $     --      --   $  3,898      --
  Other equity investments ......   $     --      --   $     --       --   $    --      --   $     --      --   $  2,818      --
                                    --------------------------------------------------------------------------------------------
        Total ...................   $     --      --   $     --       --   $    --      --   $     --      --   $  6,716      --
                                    ============================================================================================

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

2    Due to the nature of these  securities,  they do not have a stated maturity
     date or rate.



Loans

The following  tables present the amounts and percentages of loans for September
30, 2002 and  December  31, 2001  according  to the  categories  of  commercial,
financial and agricultural; real estate; and installment and consumer loans.

                                               Amount of Loans Outstanding
                                                 (dollars in thousands)
                                         ---------------------------------------
                                          September 30, 2002   December 31, 2001
                                         ------------------  -------------------
                                          Amount  Percentage  Amount  Percentage
                                         ---------------------------------------

Commercial, financial and agricultural   $231,834   33.77%   $246,042    36.06%
Real estate ..........................    353,444   51.48%    316,693    46.41%
Installment and consumer1 ............    101,289   14.75%    119,585    17.53%
                                         ---------------------------------------
        Total loans ..................   $686,567  100.00%   $682,320   100.00%
                                         =======================================
1 Net of unearned discount

                                       12


The balance of loans  outstanding  as of September 30, 2002 by maturity is shown
in the following table:

                          Maturity of Loans Outstanding
                             (dollars in thousands)

                                                      September 30, 2002
                                         --------------------------------------------
                                          1 year     1 to 5       Over 5
                                         or less      years       years       Total
                                         --------------------------------------------
                                                                
Commercial, financial and agricultural   $112,433    $ 97,207    $ 22,194   $ 231,834
Real estate ..........................     47,069     137,142     169,233     353,444
Installment and consumer1 ............     33,941      59,577       7,771     101,289
                                         --------------------------------------------
        Total ........................   $193,443    $293,926    $199,198    $686,567
                                         ============================================
Percentage of total loans outstanding      28.18%      42.81%      29.01%     100.00%
                                         ============================================

1 Net of unearned discount



Capital

Total  shareholders'  equity  decreased $3.825 million from December 31, 2001 to
September 30, 2002. Treasury stock transactions were $15.003 million,  primarily
due to the  completion  of the $16.556  million  tender  offer during the second
quarter of 2002,  offset  partially by the exercise of employee  stock  options.
Stock options  exercised  prior to the  completion  of the tender  offering were
fulfilled using existing treasury stock, if available,  and through the issuance
of new shares. The change in shareholders' equity is summarized as follows:

                                                                  (in thousands)
                                                                  --------------
Shareholders' equity, December 31, 2001 .....................        $ 135,993
Net income ..................................................           12,932
Issuance of new shares of common stock, net .................            1,222
Treasury stock transactions, net ............................          (15,003)
Stock appreciation rights ...................................               (9)
Cash dividends declared .....................................           (4,182)
Other comprehensive income ..................................            1,215
                                                                     ---------
Shareholders' equity, September 30, 2002 ....................        $ 132,168
                                                                     =========

On  September  17,  2002,  the board of  directors  of the  Company  declared  a
quarterly  cash dividend of $0.13 per share of the Company's  common stock.  The
dividend of $1.361 million was paid on October 18, 2002, to holders of record on
October 7, 2002. In April 2002, the Company  commenced a tender offer to acquire
up to  1,200,000  of its shares of common  stock at a price of $23.00 per share.
The tender offer was completed on June 7, 2002 with 711,832 shares, representing
approximately  6.3% of the  total  shares  outstanding,  repurchased  at a cost,
including expenses, of $16.556 million.

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

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Company and its  subsidiary  banks to maintain  minimum  amounts and
ratios (set forth in the table below) of total and Tier I capital (as defined in
the regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to average assets (as defined).  Management  believes,  as of September
30,  2002,  that the  Company  and its  subsidiary  banks  exceeded  all capital
adequacy requirements to which they are subject.

                                       13


As of September 30, 2002, the most recent  notifications from primary regulatory
agencies  categorized  all the Company's  subsidiary  banks as well  capitalized
under the regulatory  framework for prompt corrective  action. To be categorized
as well capitalized,  banks must maintain minimum total capital to risk-weighted
assets,  Tier I capital to risk-weighted  assets,  and Tier I capital to average
assets ratios as set forth in the table. There are no conditions or events since
that  notification  that  management  believes have changed any of the Company's
subsidiary banks' categories.

The Company's and the Banks' actual capital  amounts and ratios are presented in
the following table (in thousands):

                                                                            To be well
                                                          For capital    capitalized under
                                                            adequacy     prompt corrective
                                           Actual           purposes:   action provisions:
                                     -----------------------------------------------------
                                      Amount    Ratio    Amount   Ratio    Amount    Ratio
                                     -----------------------------------------------------
                                                                   
As of September 30, 2002:
  Total capital
   (to risk-weighted assets)
    Consolidated .................   $136,370   17.8%   $ 61,432   8.0%        N/A
    BankIllinois .................   $ 73,894   15.7%   $ 37,645   8.0%   $ 47,056   10.0%
    First National Bank of Decatur   $ 47,686   16.6%   $ 22,990   8.0%   $ 28,738   10.0%
  Tier I capital
    (to risk-weighted assets)
    Consolidated .................   $126,796   16.5%   $ 30,716   4.0%        N/A
    BankIllinois .................   $ 68,037   14.5%   $ 18,822   4.0%   $ 28,234    6.0%
    First National Bank of Decatur   $ 44,092   15.3%   $ 11,495   4.0%   $ 17,243    6.0%
  Tier I capital
    (to average assets)
    Consolidated .................   $126,796   11.6%   $ 43,581   4.0%        N/A
    BankIllinois .................   $ 68,037   10.5%   $ 26,021   4.0%   $ 32,526    5.0%
    First National Bank of Decatur   $ 44,092   10.1%   $ 17,420   4.0%   $ 21,775    5.0%



Interest Rate Sensitivity

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

                                       14


The following table presents the Company's  interest rate sensitivity at various
intervals at September 30, 2002:

                                                   Rate Sensitivity of Earning Assets and Interest Bearing Liabilities
                                                                           (dollars in thousands)
                                             -------------------------------------------------------------------------------
                                                1-30         31-90          91-180       181-365        Over
                                                Days          Days           Days          Days        1 year        Total
                                             -------------------------------------------------------------------------------
                                                                                                
Interest earning assets:
  Federal funds sold and
    interest earning deposits ............   $    4,079    $       --    $       --    $       --    $       --   $    4,079
  Debt and equity securities 1 ...........       18,603        22,816        27,726        32,654       219,362      321,161
  Loans 2 ................................      196,419        21,476        28,564        53,694       390,108      690,261
                                             -------------------------------------------------------------------------------
        Total earning assets .............   $  219,101    $   44,292    $   56,290    $   86,348    $  609,470   $1,015,501
                                             -------------------------------------------------------------------------------
Interest bearing liabilities:
  Savings and interest bearing
    demand deposits 3 ....................   $   38,727    $    1,348    $    2,022    $    4,050    $  153,879   $  200,026
  Money market savings
    deposits .............................      150,022            --            --            --            --      150,022
  Time deposits ..........................       36,539        39,210        59,190        80,969       141,401      357,309
  Federal funds purchased,
    repurchase agreements,
    and notes payable ....................       55,660           126           934         1,746           100       58,566
  FHLB advances and
    other borrowings .....................        2,000        10,000        10,138            --         7,685       29,823
                                             -------------------------------------------------------------------------------
        Total interest bearing liabilities   $  282,948    $   50,684    $   72,284    $   86,765    $  303,065   $  795,746
                                             -------------------------------------------------------------------------------
        Net asset (liability) funding gap       (63,847)       (6,392)      (15,994)         (417)      306,405      219,755
                                             -------------------------------------------------------------------------------

Repricing gap ............................         0.77          0.87          0.78          1.00          2.01         1.28
Cumulative repricing gap .................         0.77          0.79          0.79          0.82          1.28         1.28
                                             ===============================================================================

1    Debt  and  equity   securities   include   securities   available-for-sale,
     securities held-to-maturity, and non-marketable equity securities.

2    Loans are gross and include mortgage loans held-for-sale.

3    The total of savings and interest-bearing  demand deposits does not include
     $43.467 million of  non-transactional  accounts which are savings  accounts
     that are non-interest bearing.



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

                               1-30 Days  31-90 Days  91-180 Days  181-365 Days  Over 1 Year
                               -------------------------------------------------------------
                                                                  
Savings and interest-bearing
  demand deposits                0.45%       0.85%       1.25%        2.45%         95.00%


At September 30, 2002, the Company was  liability-sensitive due to the levels of
savings and interest  bearing demand  deposits,  short-term  time deposits,  and
short-term  borrowings.  As such,  the effect of a decrease in the interest rate
for all interest  earning assets and interest  bearing  liabilities of 100 basis
points would increase  annualized net interest  income by  approximately  $0.638
million in the 1-30 days  category and $0.702  million in the 1-90 days category
assuming no management  intervention.  An increase in interest  rates would have
the opposite effect for the same time periods.

In addition to managing  interest rate sensitivity and liquidity through the use
of gap reports,  the Company is able to borrow  funds on a temporary  basis from
the  Federal   Reserve  Bank  and   correspondent   banks  to  meet   short-term
requirements.  Additionally,  the Company can borrow  approximately  $44 million
from the Federal Home Bank on a secured basis.

                                       15


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

The following table shows  projected  results at September 30, 2002 and December
31,  2001 of the  impact on net  interest  income  from an  immediate  change in
interest  rates.  The results are shown as a  percentage  change in net interest
income over the next twelve months.

                                      Basis Point Change
                            ---------------------------------------
                            +200       +100        -100        -200
September 30, 2002          5.5%       2.7%       (2.7%)      (6.1%)
December 31, 2001           4.2%       2.1%       (2.1%)      (3.6%)

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

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

Liquidity and Cash Flows

The Company  was able to meet  liquidity  needs  during the first nine months of
2002.  A review of the  consolidated  statements  of cash flows  included in the
accompanying  financial  statements  shows  that  the  Company's  cash  and cash
equivalents  decreased  $40.058  million from December 31, 2001 to September 30,
2002. This decrease came from cash used in financing  activities offset somewhat
by cash provided by operating and investing activities.

There were  differences  in the  sources  and uses of cash during the first nine
months of 2002 compared to the first nine months of 2001.  More cash was used in
financing  activities during the first nine months of 2002 compared to the first
nine  months  of 2001.  This was  mainly  due to a  decrease  in  federal  funds
purchased,  repurchase agreements and notes payable, an increase in purchases of
treasury  stock,  primarily due to the tender offer,  and an increase in the net
use of funds on  Federal  Home Loan Bank and other  borrowings  due to  payments
exceeding  advances  during the first nine  months of 2002  compared to the same
period in 2001. More cash was provided by operating  activities during the first
nine  months of 2002  compared to the same  period of 2001,  primarily  from net
loans  originated  for  sale  because  proceeds  from  sales  were  higher  than
originated loans during the first nine months of 2002,  whereas during the first
nine  months  of 2001  cash was used by net loans  originated  for sale  because
originated loans were higher than proceeds from sales. More cash was provided by
investing  activities during the first nine months of 2002 compared to the first
nine  months  of 2001.  This was due to a smaller  amount of loan  growth in the
first nine months of 2002 compared to the same period in 2001 and due to changes
in the Company's investment portfolio. During the first nine months of 2002, net
cash  provided  by  investing  activities  involving  the  Company's  investment
portfolio was $16.015 million compared to $12.803 million cash used by investing
activities during the same period in 2001.

                                       16


Provision and Allowance for Loan Losses

The  provision for loan losses is based on  management's  evaluation of the loan
portfolio in light of national  and local  economic  conditions,  changes in the
composition and volume of the loan portfolio,  changes in the volume of past due
and nonaccrual loans, and other relevant factors. The allowance for loan losses,
which is reported as a deduction from loans, is available for loan  charge-offs.
The allowance is increased by the provision charged to expense and is reduced by
loan charge-offs net of loan recoveries.  The allowance is allocated between the
commercial,  residential  real estate and consumer loan portfolios  according to
the historical  losses  experienced  in each of these  portfolios as well as the
current level of watch list loans and  nonperforming  loans for each  portfolio.
The  unallocated  portion of the allowance is determined by economic  conditions
and the other  factors  mentioned  above.  The balance of the allowance for loan
losses was $9.490  million at September 30, 2002  compared to $9.259  million at
December 31, 2001, as net charge-offs were $0.759 million and provisions totaled
$0.990  million  during the first nine months of 2002.  The  allowance  for loan
losses as a percentage of gross loans, including loans held-for-sale,  was 1.37%
at September 30, 2002, a slight  increase over the December 31, 2001  percentage
of 1.34%.  Gross loans,  including  loans  held-for-sale,  remained  stable with
$690.261  million at September 30, 2002 compared to $691.095 million at December
31, 2001.

The allowance for loan losses as a percentage of non-performing loans was 404.5%
at September  30, 2002  compared to 181.0% at December 31, 2001.  Non-performing
loans  decreased  from $5.115 million at December 31, 2001, to $2.346 million at
September 30, 2002. The $2.769 million decrease in  non-performing  loans during
the first nine months  resulted  from a $1.857  million  decrease in  nonaccrual
loans and a $0.912 million decrease in loans over 90 days past due. The decrease
in nonaccrual loans was due primarily to the successful resolution and payoff of
a $1.727 million  agricultural  credit. The decrease in 90 day delinquencies was
due largely to a reduction in residential  mortgage loans over 90 days past due.
Management   believes  that   nonperforming  and  potential  problem  loans  are
appropriately  identified  and monitored  based on the  extensive  loan analysis
performed by the credit administration  department, the internal loan committees
and the  board of  directors.  Historically,  there  has not been a  significant
amount of loans charged off which had not been previously  identified as problem
loans by the credit administration department or the loan committees.

Along with other  financial  institutions,  management  shares a concern for the
outlook of the  economy  during the  remainder  of 2002.  A slowdown in economic
activity beginning in 2001 severely impacted several major industries as well as
the economy as a whole. Even though there are indications of emerging  strength,
it is not certain  that this  strength is  sustainable.  In  addition,  consumer
confidence  may be negatively  impacted by the decline in equity  prices.  These
events  could  still  adversely  affect  cash  flows  for  both  commercial  and
individual  borrowers,  as a result  of  which,  the  Company  could  experience
increases in problem assets, delinquencies and losses on loans.

                                       17


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

                            Allowance for Loan Losses
                             (dollars in thousands)

                                                             September 30,
                                                         ---------------------
                                                          2002           2001
                                                         ---------------------
Allowance for loan losses at
  beginning of year ................................     $ 9,259       $ 8,879
                                                         ---------------------
Charge-offs during period:
  Commercial, financial and agricultural ...........     $   (96)      $  (302)
  Real estate ......................................         (32)         --
  Installment and consumer .........................        (969)         (859)
                                                         ---------------------
        Total ......................................     $(1,097)      $(1,161)
                                                         ---------------------
Recoveries of loans previously charged off:
  Commercial, financial and agricultural ...........     $   187       $   135
  Residential real estate ..........................          28            37
  Installment and consumer .........................         123           129
                                                         ---------------------
        Total ......................................     $   338       $   301
                                                         ---------------------
        Net (charge-offs) recoveries ...............     $  (759)      $  (860)
Provision for loan losses ..........................         990           845
                                                         ---------------------
Allowance for loan losses at end of quarter ........     $ 9,490       $ 8,864
                                                         =====================
Ratio of net (charge-offs) recoveries to
  average net loans ................................     (0.11)%       (0.13)%
                                                         =====================

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

                   Allocation of the Allowance for Loan Losses

                                                     September 30,  December 31,
                                                          2002          2001
                                                     ---------------------------
Allocated:
  Commercial, financial and agricultural .........       $5,737        $5,487
  Residential real estate ........................          397           419
  Installment and consumer .......................        1,847         2,000
                                                         --------------------
        Total allocated allowance .................       $7,981       $7,906
Unallocated allowances ............................        1,509        1,353
                                                          -------------------
Total .............................................       $9,490       $9,259
                                                          ===================

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

       Nonaccrual, Past Due and Restructured Loans (dollars in thousands)

                                       September 30, 2002   December 31, 2001
                                       -----------------------------------------
Nonaccrual loans1 ..................         $1,484             $3,341
Loans past due 90 days or more .....         $  862             $1,774
Restructured loans2 ................         $   47             $   67

1    Includes  $658,000 at September 30, 2002 and $3.216 million at December 31,
     2001 of real estate and consumer loans which  management  does not consider
     impaired as defined by the Statement of Financial  Accounting Standards No.
     114, "Accounting by Creditors for Impairment of a Loan" (SFAS 114).

2    Management does not consider  restructured  loans of $47,000 and $67,000 at
     September   30,  2002  and   December  31,   2001,   respectively,   to  be
     nonperforming.

                                       18


                Other Nonperforming Assets (dollars in thousands)

                                          September 30, 2002   December 31, 2001
                                          --------------------------------------

Other real estate owned ...........            $  50                $  --
Nonperforming other assets ........            $ 239                $ 153

                              Results of Operations

Results of Operations For the Nine Months Ended September 30, 2002

Net income  for the first  nine  months of 2002 was  $12.932  million,  a $1.156
million,  or 9.8%,  increase  from $11.776  million for the same period in 2001.
Basic earnings per share  increased  $0.11, or 10.2%, to $1.19 in the first nine
months of 2002 from $1.08 in the same period of 2001. Diluted earnings per share
increased  $0.12, or 11.3%, to $1.18 in the first nine months of 2002 from $1.06
during the same period in 2001.

Operating  earnings  for the nine months ended  September  30, 2002 were $13.296
million  compared to $11.991 million for the same period in 2001, an increase of
$1.305 million,  or 10.9%. Basic operating earnings per share increased 11.9% to
$1.22 in the first nine  months of 2002 from  $1.09 in the same  period of 2001.
Diluted operating earnings per share for the first nine months of 2002 increased
13.1%,  or $0.14, to $1.21 from $1.07 in the same period in 2001. The difference
between operating and net earnings was due to merger and  restructuring  related
expenses,  net of tax, of $364,000 during the first nine months of 2002 compared
to $215,000  during the same period in 2001.  The 2002 merger and  restructuring
related expenses  consisted of $529,000 of termination of employment  contracts,
$40,000 of professional fees and $38,000 of data processing  expense,  offset by
$243,000 of tax  benefit.  The 2001 merger and  restructuring  related  expenses
consisted of $70,000 of data  processing  expense and $256,000 of termination of
employment contracts, offset by $111,000 of tax benefit.

                                       19


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

  Consolidated Average Balance Sheet and Interest Rates
          (dollars in thousands)

                                            Nine Months Ended September 30,
                                           --------------------------------
                                                           2002                                 2001
                                           --------------------------------     ----------------------------------
                                            Average                              Average
                                            Balance       Interest     Rate      Balance      Interest      Rate
                                           -----------------------------------------------------------------------
                                                                                          
Assets
Taxable investment securities1 .........   $  264,543    $    9,632    4.87%    $  245,250   $   10,513      5.73%
Tax-exempt investment securities1 (TE) .       55,083         2,743    6.66%        51,756        2,626      6.78%
Federal funds sold and interest earning
  deposits2 ............................       20,794           302    1.94%        42,728        1,527      4.78%
Loans3,4 (TE) ..........................      676,320        36,396    7.20%       665,531       42,198      8.48%
                                           -----------------------------------------------------------------------
        Total interest earning assets
        and interest income (TE) .......   $1,016,740    $   49,073    6.45%    $1,005,265   $   56,864      7.56%
                                           -----------------------------------------------------------------------
Cash and due from banks ................   $   46,970                           $   50,237
Premises and equipment .................       19,022                               20,537
Other assets ...........................       18,599                               20,179
                                           -----------------------------------------------------------------------
        Total assets ...................   $1,101,331                           $1,096,218
                                           =======================================================================
Liabilities and Shareholders' Equity
Interest bearing demand deposits .......   $   93,182    $      788    1.13%    $  107,482   $    1,804      2.24%
Savings ................................      257,588         2,827    1.47%       225,261        5,629      3.34%
Time deposits ..........................      349,112        10,788    4.13%       362,054       15,428      5.70%
Federal funds purchased, repurchase
  agreements, and notes payable ........       68,859           919    1.78%        73,757        2,101      3.81%
FHLB advances and other borrowings .....       34,555         1,444    5.59%        40,292        1,768      5.87%
                                           -----------------------------------------------------------------------
        Total interest bearing
        liabilities and interest expense   $  803,296    $   16,766    2.79%    $  808,846   $   26,730      4.42%
                                           -----------------------------------------------------------------------
Noninterest bearing demand deposits ....   $   96,384                           $  102,326
Noninterest bearing savings deposits ...       53,948                               40,806
Other liabilities ......................       10,778                               14,436
                                           -----------------------------------------------------------------------
        Total liabilities ..............   $  964,406                           $  966,414
Shareholders' equity ...................      136,925                              129,804
                                           -----------------------------------------------------------------------
        Total liabilities and
        shareholders' equity ...........   $1,101,331                           $1,096,218
                                           =======================================================================
Interest spread (average rate earned
  minus average rate paid) (TE) ........                              3.66%                                  3.14%
                                           =======================================================================
Net interest income (TE) ...............                $   32,307                           $   30,134
                                           =======================================================================
Net yield on interest
  earnings assets (TE) .................                              4.25%                                  4.01%
                                           =======================================================================

See next page for Notes 1-4.


Notes to Consolidated Average Balance Sheet and Interest Rate Tables:

1    Investments in debt securities are included at carrying value.

2    Federal  funds sold and interest  earning  deposits  include  approximately
     $49,000 and $93,000 in 2002 and 2001, respectively, of interest income from
     third party processing of cashier checks.

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

4    Loan  fees  of  approximately  $742,000  and  $722,000  in 2002  and  2001,
     respectively, are included in total loan income.

                                       20


Net interest income, the most significant  component of the Company's  earnings,
is the difference  between interest received or accrued on the Company's earning
assets -  primarily  loans and  investments  - and  interest  paid or accrued on
deposits  and  borrowings.  In order to  compare  the  interest  generated  from
different  types of earning assets,  the interest  income on certain  tax-exempt
investment  securities  and loans is increased for analysis  purposes to reflect
the income tax savings  provided by these tax-exempt  assets.  The adjustment to
interest  income for tax-exempt  investment  securities and loans was calculated
based on the federal  income tax  statutory  rate of 35% at September  30, 2002,
compared to 34% at September 30, 2001. The following  table  presents,  on a tax
equivalent (TE) basis,  an analysis of changes in net interest income  resulting
from  changes  in  average  volumes  of  earning  assets  and  interest  bearing
liabilities and average rates earned and paid. The change in interest due to the
combined  rate/volume  variance has been allocated to rate and volume changes in
proportion to the absolute dollar amounts of change in each.

                       Analysis of Volume and Rate Changes
                                 (in thousands)
                      Nine Months Ended September 30, 2002


                                                     Increase
                                                    (Decrease)
                                                       from
                                                     Previous   Due to     Due to
                                                       Year     Volume      Rate
                                                     -----------------------------
                                                                  
Interest Income
  Taxable investment securities ..................   $  (881)   $ 1,151    $(2,031)
  Tax-exempt investment securities (TE) ..........       117        190        (74)
  Federal funds sold and interest earning deposits    (1,225)      (568)      (657)
  Loans (TE) .....................................    (5,802)     1,091     (6,893)
                                                     -----------------------------
        Total interest income (TE) ...............   $(7,791)   $ 1,864    $(9,655)
                                                     -----------------------------
Interest Expense
  Interest bearing demand and savings deposits1 ..   $(3,818)   $   629    $(4,447)
  Time deposits ..................................    (4,640)      (534)    (4,106)
  Federal funds purchased,
    repurchase agreements and notes payable ......    (1,182)      (132)    (1,050)
  FHLB advances and other borrowings .............      (324)      (243)       (81)
                                                     -----------------------------
        Total interest expense ...................   $(9,964)   $  (280)   $(9,684)
                                                     -----------------------------
Net Interest Income (TE) .........................   $ 2,173    $ 2,144    $    29
                                                     =============================


1    Due to current  regulatory  issues,  the  Company is allowed to  reclassify
     certain non-transactional,  or stable, demand deposits to savings deposits.
     Because of these  reclassifications,  interest  bearing  demand and savings
     deposits are included in the same line for comparability.



Net  interest  income on a tax  equivalent  basis was $2.173  million,  or 7.2%,
higher for the first nine months of 2002 compared to 2001. Total  tax-equivalent
interest  income was $7.791 million,  or 13.7%,  lower in 2002 compared to 2001,
and  interest  expense  decreased  $9.964  million,  or 37.3%.  The  decrease in
interest  income was due to a decrease in rate offset somewhat by an increase in
average earning assets.  The decrease in interest expense was due primarily to a
decrease in rate.

The decrease in total  interest  income was mainly due to a decrease in interest
income from loans as well as federal funds sold and interest  earning  deposits,
and taxable investment securities, offset slightly by an increase in income from
tax-exempt  investment  securities.  The decreases in interest income from loans
and taxable investment securities were primarily due to decreases in rate offset
somewhat by  increases  in average  balances  outstanding  during the first nine
months of 2002  compared  to the first  nine  months of 2001.  The  decrease  in
federal  funds sold and interest  earning  deposits  resulted from a decrease in
rates as well as a decrease in average  balances  outstanding.  The  increase in
tax-exempt  investment  securities  was due to an increase  in average  balances
outstanding  offset somewhat by a decrease in rates for the first nine months of
2002 compared to the first nine months of 2001.

                                       21


The decrease in total interest  expense was due to decreases in interest expense
from all  categories  of interest  bearing  liabilities.  Decreases  in interest
expense on time deposits, and federal funds purchased, repurchase agreements and
notes  payable  during the first nine months of 2002  compared to the first nine
months of 2001 were due primarily to decreases in rate, but also to decreases in
average  balances.  Interest  expense on  interest  bearing  demand and  savings
deposits  decreased  during the first nine months of 2002  compared to the first
nine months of 2001 due to a decrease in rates,  offset  somewhat by an increase
in average  balances.  Interest  expense on FHLB  advances and other  borrowings
decreased  during the first nine  months of 2002  compared to the same period in
2001 due to both lower average balances and lower rates.

The provision for loan losses recorded was $990,000 during the first nine months
of 2002. This was $145,000,  or 17.2%,  higher than the $845,000 recorded during
the first nine months of 2001.  The  provision  during both periods was based on
management's  analysis of the loan portfolio,  as discussed in the provision and
allowance for loan losses section above.

Totalnon-interest  income increased $1.381 million,  or 10.9%,  during the first
nine months of 2002 compared to the first nine months of 2001.  Included in this
increase was an increase of $613,000, or 15.3%, from trust and brokerage fees. A
uniform trust fee schedule was adopted  throughout the Company  resulting in the
recognition  of  increased  fees as well as an  increase  in estate fee  income.
Remittance  processing income increased $450,000, or 8.8%, during the first nine
months of 2002  compared to the first nine  months of 2001.  This  increase  was
primarily due to renegotiated contracts, which included restructured pricing for
some  customers.  Income  on  gains on sales  of  mortgage  loans  held-for-sale
increased  $283,000,  or 57.8%, during the first nine months of 2002 compared to
the same period in 2001. This increase  reflected a $19.805  million,  or 33.0%,
increase in funded mortgage loans held-for-sale  during the first nine months of
2002 compared to the same period in 2001.  This increase was reflective of lower
interest rates during the first nine months of 2002.  Service charges on deposit
accounts  increased  $164,000,  or 10.3%,  during the first nine  months of 2002
compared to the first nine months of 2001.  Somewhat  offsetting these increases
were decreases of $74,000, or 24.5%, in securities  transactions and $55,000, or
4.7%, in other  non-interest  income.  The decrease in other noninterest  income
included  a  write-down  of  approximately  $300,000  in the  value of  mortgage
servicing rights as a result of the sharp rise in prepayment speeds.

Total non-interest  expense increased $1.361 million,  or 5.7%, during the first
nine  months of 2002  compared  to the same  period in 2001.  Of this  increase,
salaries and employee benefits  increased $1.313 million,  or 10.0%,  during the
first nine months of 2002 compared to the same period in 2001.  Contributing  to
the increase in salaries  and  employee  benefits was an increase of $273,000 in
salaries and benefits related to organizational  restructuring  that resulted in
termination of employment contracts, and an increase of $449,000 in group health
insurance costs. Data processing  expense increased  $383,000,  or 28.4%, in the
first  nine  months  of  2002  compared  to  the  first  nine  months  of  2001.
Contributing to this increase were a computer system conversion at the Company's
Decatur bank late in the first quarter of 2001 from in-house data  processing to
third party  service  bureau data  processing,  conversion to a new system and a
software upgrade at the Company's  remittance  processing  subsidiary  FirsTech,
costs to  merge  First  Trust  Bank of  Shelbyville  and  BankIllinois  computer
records,  as well as to continue  development of the Company's internet services
during  the first  nine  months  of 2002  compared  to the same  period in 2001.
Somewhat  offsetting  these  increases  was a decrease in  equipment  expense of
$241,000,  or 10.4%,  during the first nine months of 2002  compared to the same
period in 2001.  This  decrease was due, in part,  to  conversion to third party
service bureau data  processing  from in-house data  processing at the Company's
Decatur  bank  during  the first  quarter  in 2001.  Office  supplies  decreased
$220,000,  or 18.7%  during the first nine months of 2002  compared to the first
nine months of 2001. Included in office supplies expense in 2001 were additional
printing  and mailing  expense to  announce a computer  system  conversion,  and
additional supplies purchased as a result of the conversion.

Income tax expense increased $864,000, or 15.8%, during the first nine months of
2002 compared to the first nine months of 2001. The effective tax rate increased
to 32.8%  during the first nine months of 2002 from 31.7% during the same period
in 2001. This difference in the effective tax rate was that the 2001 expense was
offset by a state net operating  loss carry  forward that was fully  utilized in
2001.

                                       22


Results of Operations For the Three Months Ended September 30, 2002

Net income for the third  quarter of 2002 was $4.479  million,  a  $435,000,  or
10.8%,  increase from $4.044 million for the same period in 2001. Basic earnings
per share  increased  16.2% to $0.43 in the  third  quarter  of 2002 from  $0.37
during the same period in 2001.  Diluted  earnings per share  increased 16.7% to
$0.42 in the third quarter of 2002 from $0.36 in the third quarter of 2001.

Operating  income and earnings per share for the third  quarter of 2002 and 2001
were the same as net income for those quarters.

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

              Consolidated Average Balance Sheet and Interest Rates
                             (dollars in thousands)
                        Three Months Ended September 30,

                                                           2002                                2001
                                           ---------------------------------   ---------------------------------
                                             Average                             Average
                                             Balance     Interest      Rate      Balance     Interest     Rate
                                           ---------------------------------------------------------------------
                                                                                        
Assets
Taxable investment securities1 .........   $  257,827    $    3,177    4.89%   $  251,297   $    3,349     5.29%
Tax-exempt investment securities1 (TE) .       54,891           906    6.55%       55,522          915     6.54%
Federal funds sold and interest earning
  deposits2 ............................       22,088           106    1.90%        9,970          292    11.62%
Loans3,4 (TE) ..........................      675,502        12,006    7.05%      678,110       13,817     8.08%
                                           --------------------------------------------------------------------
        Total interest earning assets
        and interest income (TE) .......   $1,010,308    $   16,195    6.36%   $  994,899   $   18,373     7.33%
                                           ---------------------------------------------------------------------

Cash and due from banks ................   $   45,600                          $   50,136
Premises and equipment .................       18,930                              20,193
Other assets ...........................       18,279                              21,347
                                           ---------------------------------------------------------------------
        Total assets ...................   $1,093,117                          $1,086,575
                                           =====================================================================
Liabilities and Shareholders' Equity
Interest bearing demand deposits .......   $   77,190    $      205    1.05%   $  103,170   $      543     2.09%
Savings ................................      270,914           952    1.39%      231,237        1,699     2.92%
Time deposits ..........................      362,314         3,521    3.86%      357,200        4,847     5.38%
Federal funds purchased, repurchase
  agreements, and notes payable ........       63,319           270    1.69%       78,462          619     3.13%
FHLB advances and other borrowings .....       32,215           451    5.55%       40,417          597     5.86%
                                           ---------------------------------------------------------------------
        Total interest bearing
        liabilities and interest expense   $  805,952    $    5,399    2.66%   $  810,486   $    8,305     4.07%
                                           ---------------------------------------------------------------------

Noninterest bearing demand deposits ....   $   81,186                          $  104,466
Noninterest bearing savings deposits ...       64,642                              23,575
Other liabilities ......................       10,900                              14,780
                                           ---------------------------------------------------------------------
        Total liabilities ..............   $  962,680                          $  953,307
Shareholders' equity ...................      130,437                             133,268
                                           ---------------------------------------------------------------------
        Total liabilities and
        shareholders' equity ...........   $1,093,117                          $1,086,575
                                           =====================================================================
Interest spread (average rate earned
  minus average rate paid) (TE) ........                              3.70%                                3.26%
                                           =====================================================================
Net interest income (TE) ...............                $   10,796                          $   10,068
                                           =====================================================================
Net yield on interest
  earnings assets (TE) .................                              4.24%                                4.01%
                                           =====================================================================

]  See next page for Notes 1 - 4.

Notes to Consolidated Average Balance Sheet and Interest Rate Tables:

1    Investments in debt securities are included at carrying value.
2    Federal  funds sold and interest  earning  deposits  include  approximately
     $16,000 and $23,000 in 2002 and 2001, respectively, of interest income from
     third party processing of cashier checks.
3    Loans are net of allowance for loan losses.  Nonaccrual  loans are included
     in the total.
4    Loan  fees  of  approximately  $250,000  and  $282,000  in 2002  and  2001,
     respectively, are included in total loan income.


                                       23


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

                       Analysis of Volume and Rate Changes
                                 (in thousands)

                                                  Three Months Ended September 30, 2002
                                                  -------------------------------------
                                                     Increase
                                                    (Decrease)
                                                       from
                                                     Previous   Due to      Due to
                                                       Year     Volume       Rate
                                                    ------------------------------
                                                                  
Interest Income
  Taxable investment securities ..................   $  (172)   $   469    $  (641)
  Tax-exempt investment securities (TE) ..........        (9)       (19)        10
  Federal funds sold and interest earning deposits      (186)     1,038     (1,224)
  Loans (TE) .....................................    (1,811)       (52)    (1,759)
                                                     -----------------------------
        Total interest income (TE) ...............   $(2,178)   $ 1,436    $(3,614)
                                                     -----------------------------
Interest Expense
  Interest bearing demand and savings deposits1 ..   $(1,085)   $   593    $(1,678)
  Time deposits ..................................    (1,326)       460     (1,786)
  Federal funds purchased,
    repurchase agreements and notes payable ......      (349)      (103)      (246)
  FHLB advances and other borrowings .............      (146)      (116)       (30)
                                                    ------------------------------
        Total interest expense ...................   $(2,906)   $   834    $(3,740)
                                                     -----------------------------

Net Interest Income (TE) .........................   $   728    $   602    $   126
                                                     =============================

1    Due to current  regulatory  issues,  the  Company is allowed to  reclassify
     certain non-transactional,  or stable, demand deposits to savings deposits.
     Because of these  reclassifications,  interest  bearing  demand and savings
     deposits are included in the same line for comparability.



Net interest income on a tax equivalent basis was $728,000,  or 7.2%, higher for
the  third  quarter  of 2002  compared  to the  third  quarter  of  2001.  Total
tax-equivalent  interest  income was  $2.178  million,  or 11.9%,  lower in 2002
compared to 2001, and interest expense  decreased $2.906 million,  or 35.0%. The
decrease in interest income was due to a decrease in rates offset somewhat by an
increase in average  balances.  The  decrease  in interest  expense was due to a
decrease in rates offset slightly by an increase in average balances.

The decrease in total interest  income was due to decreases in all categories of
interest earning assets. The decrease in interest income from loans was due to a
decrease in both rates and  average  balances  during the third  quarter of 2002
compared to the third  quarter of 2001.  The decrease in income from  tax-exempt
securities  was due to a decrease in volume,  offset  somewhat by an increase in
tax equivalized  rate. The increase in rate on tax-exempt  securities was due to
the increase in the federal  income tax  statutory  rate to 35% during the third
quarter  of 2002 from 34%  during  the same  period in 2001.  The  decreases  in
taxable  investment  securities  and  federal  funds sold and  interest  earning
deposits was due to decreases in rates,  offset somewhat by increases in average
balances.

The decrease in total interest  expense was due to decreases in interest expense
in all categories of interest bearing  liabilities.  Interest expense on federal
funds purchased,  repurchase  agreements and notes payable and FHLB advances and
other  borrowings  decreased  during the third  quarter of 2002  compared to the
third  quarter  of 2001 due to both  decreases  in rates and  average  balances.
Interest  expense on  interest  bearing  demand and  savings  deposits  and time
deposits  decreased  during  the third  quarter  of 2002  compared  to the third
quarter of 2001 due to  decreases  in rates,  offset  somewhat by  increases  in
average balances.

                                       24


The provision for loan losses  recorded was $330,000 during the third quarter of
2002.  This was $95,000,  or 40.4%,  more than the $235,000  recorded during the
third  quarter  of  2001.  The  provision  during  both  periods  was  based  on
management's  analysis of the loan portfolio,  as discussed in the provision and
allowance for loan losses section above.

Total non-interest income increased $272,000,  or 6.3%, during the third quarter
of 2002 compared to the third quarter of 2001.  Included in this increase was an
increase of $378,000,  or 27.7%,  in income from trust and brokerage fees in the
third  quarter of 2002 compared to the same quarter in 2001. A uniform trust fee
schedule was adopted  throughout  the Company  resulting in the  recognition  of
increased  fees as well as an increase  in estate fee income.  Gains on sales of
mortgage loans  held-for-sale  increased $203,000,  or 116.0%,  during the third
quarter of 2002 compared to the same period in 2001.  This increase  reflected a
$13,796,000,  or 66.8%,  increase in funded mortgage loans held-for-sale  during
the third quarter of 2002 compared to the same period in 2001. This increase was
the result of lower  interest rates during the third quarter of 2002 compared to
the same period in 2001.  Service charges on deposit accounts increased $51,000,
or 9.1%,  during the third  quarter of 2002 compared to the same period in 2001.
Somewhat  offsetting  these  increases was a decrease of $199,000,  or 54.8%, in
other  income  during the third  quarter of 2002  compared to the same period in
2001. This decrease included a write-down of approximately $300,000 in the value
of mortgage servicing rights as a result of the sharp rise in prepayment speeds.
Income from securities  transactions  decreased $145,000,  or 174.7%, during the
third quarter of 2002  compared to the third  quarter of 2001.  Included in this
decrease  was  recognition  of a net loss on  marketable  equity  securities  of
$168,000 in the third  quarter of 2002  compared to none in the third quarter of
2001. Income from remittance  processing  decreased $16,000, or 0.9%, during the
third quarter of 2002 compared to the same period in 2001.

Total non-interest expense increased $253,000, or 3.2%, during the third quarter
of 2002  compared to the same period in 2001.  Of this  increase,  salaries  and
employee  benefits  increased  $275,000,  or 6.4%,  in the third quarter of 2002
compared to the third quarter of 2001.  Contributing to the increase in salaries
and employee  benefits was a 76.9%  increase in group  health  insurance.  Other
categories with increases  during the third quarter of 2002 compared to the same
period in 2001 included occupancy expense with an increase of $49,000,  or 8.9%,
other noninterest  expense with an increase of $17,000, or 1.5%, data processing
with an increase of $6,000,  or 1.2%,  and service  charges  from  correspondent
banks with an increase of $5,000, or 2.3%.  Somewhat  offsetting these increases
were decreases of $67,000,  or 17.1%, in office supplies expense and $32,000, or
4.3%, in equipment expense during the third quarter of 2002 compared to the same
period in 2001.

Income tax expense  increased  $226,000,  or 11.4%,  during the third quarter of
2002 compared to the third quarter of 2001.  The effective tax rate increased to
33.0%  during the third  quarter of 2002 from  32.9%  during the same  period in
2001.

                                       25


Business Segment Information

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

                                  Banking     Remittance
                                  Services     Services     Company       Eliminations    Total
-------------------------------------------------------------------------------------------------
                                                                        
September 30, 2002
 Total interest income .......   $   47,963   $       69   $      185    $     (119)   $   48,098
 Total interest expense ......       16,869           --           16          (119)       16,766
 Provision for loan losses ...          990           --           --            --           990
 Total non-interest income ...        8,975        5,646          (76)         (483)       14,062
 Total non-interest expense ..       20,567        3,853        1,217          (483)       25,154
 Income before income tax ....       18,512        1,862       (1,124)           --        19,250
 Income tax expense ..........        6,021          744         (447)           --         6,318
 Net income ..................       12,491        1,118         (677)           --        12,932
 Total assets ................    1,083,664        6,451      134,817      (129,343)    1,095,589
 Depreciation and amortization        1,584          383           22            --         1,989


September 30, 2001
 Total interest income .......   $   55,932   $      105     $     89    $     (209)   $   55,917
 Total interest expense ......       26,939           --           --          (209)       26,730
 Provision for loan losses ...          845           --           --            --           845
 Total non-interest income ...        7,762        5,398          151          (630)       12,681
 Total non-interest expense ..       19,589        3,997          837          (630)       23,793
 Income before income tax ....       16,321        1,506         (597)           --        17,230
 Income tax expense ..........        5,120          547         (213)           --         5,454
 Net income ..................       11,201          959         (384)           --        11,776
 Total assets ................    1,095,240        7,212      140,264      (138,041)    1,104,675
 Depreciation and amortization        1,619          369           21            --         2,009


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

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

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

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

                                       26


o    The economic  impact of the  terrorist  attacks that  occurred on September
     11th,  as well as any future  threats and attacks,  and the response of the
     United States to any such threats and attacks.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

See the "Interest Rate Sensitivity" section above.


Item 4.  Controls and Procedures

Based upon an  evaluation  within  the 90 days prior to the filing  date of this
report,  the  Company's  Chief  Executive  Officer and Chief  Financial  Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect the Company's  internal controls
subsequent to the date of the evaluation,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

There are no  material  pending  legal  proceedings  to which the Company or its
subsidiaries  is a party other than ordinary  routine  litigation  incidental to
their respective businesses.

Item 2.  Changes in Securities

         None

                                       27


Item 3.  Defaults Upon Senior Securities

         None

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         a.  Exhibits

             99.1.  Certificate of Chief Executive Officer

             99.2.  Certificate of Chief Financial Officer

         b.  Reports

             None


                                       28


SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

MAIN STREET TRUST, INC.



Date:  December 10, 2002



By:  /s/ David B. White
     ---------------------------------------------
     David B. White, Executive Vice President
     and Chief Financial Officer

By:  /s/ Van A. Dukeman
     ---------------------------------------------
     Van A. Dukeman, President
     and Chief Executive Officer


                                       29


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Van A. Dukeman, Chief Executive Officer of the Company, certify that:

1.   I have reviewed this  quarterly report on Form 10-Q/A of Main Street Trust,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in the Report, fairly present in all material respects
     the  financial  condition,  results  of  operations  and cash  flows of the
     registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  as of a date  within  the 90 days prior to the filing
          date of this quarterly report (the "Evaluation Date");

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function);

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to date of their evaluation,  including any corrective
     actions with regard to significant deficiencies and material weaknesses.

Date:   December 10, 2002

/s/ Van A. Dukeman
---------------------------------
Van A. Dukeman
Chief Executive Officer

                                       30

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, David B. White, Chief Financial Officer of the Company, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q/A of Main Street Trust,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in the Report, fairly present in all material respects
     the  financial  condition,  results  of  operations  and cash  flows of the
     registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  as of a date  within  the 90 days prior to the filing
          date of this quarterly report (the "Evaluation Date");

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function);

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to date of their evaluation,  including any corrective
     actions with regard to significant deficiencies and material weaknesses.

Date:   December 10, 2002


/s/ David B. White
---------------------------------
David B. White
Chief Financial Officer

                                       31