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      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001

                                                    REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              -------------------

FIRST BUSEY CORPORATION                              FIRST BUSEY CAPITAL TRUST I
            (Exact Name of Co-Registrants as Specified in Charters)

                                                          
                        NEVADA                                                      DELAWARE
           (State or other jurisdiction of                              (State or other jurisdiction of
            incorporation or organization)                               incorporation or organization)
                      37-1078406                                                   51-6521934
           (I.R.S. Employer Identification                              (I.R.S. Employer Identification
                       Number)                                                      Number)

                              201 WEST MAIN STREET
                             URBANA, ILLINOIS 61801
                                 (217) 365-4556
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                  Co-Registrants' Principal Executive Offices)
                              -------------------

                                DOUGLAS C. MILLS
               CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                            FIRST BUSEY CORPORATION
                              201 WEST MAIN STREET
                             URBANA, ILLINOIS 61801
                                 (217) 365-4556
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                    of Agent for Service for Co-Registrants)
                              -------------------

                                   Copies to:

                                                       
                 STATHY DARCY, ESQ                                       JOHN FREECHACK, ESQ.
                CHAPMAN AND CUTLER                         BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
              111 WEST MONROE STREET                               333 WEST WACKER DRIVE, SUITE 2700
              CHICAGO, ILLINOIS 60603                                   CHICAGO, ILLINOIS 60606
                  (312) 845-3000                                            (312) 984-3100

                              -------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [X]
                              -------------------

                        CALCULATION OF REGISTRATION FEE

                                                                                             
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                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
                                              AMOUNTTTO BE EACH CLOFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
                                             REGISTERED(1)TO BE REGISPEREUNIT              PRICE              FEE(2)
- --------------------------------------------------------------------------------------------------------------------------
                                                                                             
    % Cumulative Trust Preferred
  Securities of First Busey Capital Trust
  I......................................   2,300,000 shares          $10.00            $23,000,000           $5,750
    % Subordinated Debentures of First
  Busey Corporation(3)(4)................          --                   --                   --                 --
Guarantee of Preferred
  Securities(3)(5).......................          --                   --                   --                 --
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(1) Includes 300,000 shares which may be sold by First Busey Capital Trust I to
    cover over-allotments.
(2) The registration fee is calculated in accordance with Rule 457(i) and (n).
(3) This Registration Statement is deemed to cover the     % subordinated
    debentures due 2031 of First Busey Corporation, the rights of holders of the
    debentures under the indenture, and the rights of holders of the preferred
    securities under the trust agreement, the guarantee and the expense
    agreement.
(4) The     % subordinated debentures due 2031 will be purchased by First Busey
    Capital Trust I with the proceeds of the sale of the preferred securities.
    The debentures may later be distributed for no additional consideration to
    the holders of the preferred securities of First Busey Capital Trust I upon
    its dissolution and the distribution of its assets.
(5) No separate consideration will be received for the guarantee.
                              -------------------

    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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        The information in this prospectus is not complete and may be changed.
        We may not sell these securities until the registration statement filed
        with the Securities and Exchange Commission is effective. This
        prospectus is not an offer to sell these securities and it is not
        soliciting an offer to buy these securities in any state where the offer
        or sale is not permitted.

                   SUBJECT TO COMPLETION, DATED MAY   , 2001
                         2,000,000 PREFERRED SECURITIES
                          FIRST BUSEY CAPITAL TRUST I
                       % CUMULATIVE TRUST PREFERRED SECURITIES
                 LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY
               FULLY, IRREVOCABLY AND UNCONDITIONALLY GUARANTEED,
          ON A SUBORDINATED BASIS, AS DESCRIBED IN THIS PROSPECTUS, BY

                          FIRST BUSEY CORPORATION LOGO

                            ------------------------

     First Busey Capital Trust I is offering 2,000,000 preferred securities at
$10 per preferred security. The preferred securities represent an indirect
interest in our      % subordinated debentures. The debentures have the same
payment terms as the preferred securities and will be purchased by First Busey
Capital Trust using the proceeds from its offering of the preferred securities.

     We have applied to designate the preferred securities for inclusion on The
Nasdaq National Market under the symbol "BUSEP." We expect trading to commence
on or prior to delivery of the preferred securities.

     INVESTING IN THE PREFERRED SECURITIES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 9.

     THE PREFERRED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OBLIGATIONS
OF ANY BANK AND ARE NOT INSURED BY THE BANK INSURANCE FUND OF THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

                            ------------------------

                                                                PER PREFERRED
                                                                  SECURITY             TOTAL
                                                                -------------       -----------
                                                                              
Public Offering Price.......................................       $10.00           $20,000,000
Proceeds to First Busey Capital Trust.......................       $10.00           $20,000,000

     This is a firm commitment underwriting. We will pay underwriting
commissions of $     per preferred security, or a total of $          , for
arranging the investment in our debentures. The underwriters have been granted a
30-day option to purchase up to an additional 300,000 preferred securities to
cover over-allotments, if any.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
HOWE BARNES INVESTMENTS, INC.                                      STEPHENS INC.
            , 2001
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                            FIRST BUSEY CORPORATION

                            [MAP OF BANK LOCATIONS]

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                               TABLE OF CONTENTS

                                                                PAGE
                                                                ----
                                                             
Summary.....................................................      1
Selected Consolidated Financial and Other Data..............      7
Risk Factors................................................      9
Special Note Regarding Forward-Looking Statements...........     15
Use of Proceeds.............................................     15
Capitalization..............................................     16
Accounting and Regulatory Treatment.........................     17
Description of First Busey Capital Trust....................     18
Description of the Preferred Securities.....................     19
Description of the Debentures...............................     31
Book-Entry Issuance.........................................     39
Description of the Guarantee................................     41
Relationship Among the Preferred Securities, the Debentures
  and the Guarantee.........................................     43
Material Federal Income Tax Consequences....................     45
ERISA Considerations........................................     49
Underwriting................................................     50
Legal Matters...............................................     51
Experts.....................................................     52
Where You Can Find Information..............................     52
Documents Incorporated by Reference.........................     52

- - YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
  IN THIS PROSPECTUS. WE HAVE NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANY
  PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH
  DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT.

- - WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
  SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

- - YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS IS
  ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS ONLY.

- - THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF
  AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES.

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                                    SUMMARY

     This summary highlights information contained elsewhere in, or incorporated
by reference into, this prospectus. Because this is a summary, it may not
contain all of the information that is important to you. Therefore, you should
also read the more detailed information set forth in this prospectus in addition
to our financial statements and the other information that are incorporated by
reference in this prospectus. Unless otherwise indicated, the information in
this prospectus assumes that the underwriters will not exercise their option to
purchase additional preferred securities to cover over-allotments.

                            FIRST BUSEY CORPORATION

     First Busey Corporation is a financial holding company located in Urbana,
Illinois. We are engaged primarily in commercial and retail banking and we also
provide trust, asset management, securities brokerage and insurance services.
Based on assets of $1.3 billion, deposits of $1.1 billion and stockholders'
equity of $96.1 million as of March 31, 2001, we are one of the largest
financial institutions headquartered in east central Illinois. Busey Bank, our
largest subsidiary, has operated continuously since 1868 and is one of the
oldest banks chartered in Illinois.

     Our operations are conducted primarily through Busey Bank's 17 locations,
Busey Bank fsb's six locations, and Busey Investment Group, Inc.'s location in
Champaign, Illinois. Busey Bank is headquartered in Urbana, Illinois and
services our customers through 14 locations in Champaign and Ford Counties in
Illinois. Busey Bank also has one banking center in Indianapolis, Indiana and
loan production offices in Ft. Myers and Naples, Florida. Electronic delivery of
financial services is provided through Busey e-bank. Busey Bank fsb is a federal
savings bank that serves primarily McLean County, Illinois, with five banking
centers. Last year, Busey Bank fsb opened a banking center in Ft Myers, Florida.
We currently anticipate merging Busey Bank fsb with and into Busey Bank in June
2001. Through its three subsidiaries, Busey Investment Group is dedicated to
providing a full range of asset management, securities brokerage and insurance
services to our customers.

                               FINANCIAL SUMMARY

     As reflected in the financial summary presented, over the last five years
we have achieved profitable growth while expanding our presence into markets
that we believe to be attractive, including the communities of
Bloomington-Normal, Illinois and Ft. Myers, Florida.

                                      AS OF AND FOR THE
                                 THREE MONTHS ENDED MARCH 31,          AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                                 ----------------------------   --------------------------------------------------------
                                    2001             2000          2000         1999        1998       1997       1996
                                    ----             ----          ----         ----        ----       ----       ----
                                                                     (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                           
Net income.....................  $    4,098       $    3,607    $   14,053   $   12,548   $ 11,398   $ 10,371   $  9,306
Earnings per share (diluted)...        0.30             0.26          1.03         0.90       0.81       0.74       0.67
Total assets...................   1,331,401        1,227,487     1,355,044    1,247,123    951,531    915,540    864,918
Loans..........................     972,533          899,245       984,369      886,684    662,281    602,937    569,500
Total deposits.................   1,131,789        1,009,426     1,148,787    1,027,981    826,704    811,453    766,927
Total stockholders' equity.....      96,135           81,927        92,325       82,284     87,103     81,279     73,417
Return on average assets.......        1.25%            1.18%         1.12%        1.22%      1.22%      1.18%      1.08%
Return on average equity.......       17.66            17.85         16.56        14.68      14.02      13.42      13.40
Allowance for loan losses to
  loans........................        1.29             1.19          1.25         1.17       1.07       1.14       1.08

                               OPERATING STRATEGY

     We directly compete with other financial institutions and businesses in
both attracting and retaining deposits and making loans. To remain competitive
within our markets, our management team, which has been together for over 20
years, developed, and is committed to, an operating strategy which includes:

     - PROFITABLE GROWTH. Our earnings have increased through a combination of
internal growth and acquisitions. Earnings per share have increased since 1990,
at a compounded annual growth rate of 10.78%.

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We are focused on increasing our return on average stockholders' equity, which
has increased from 13.40% for 1996 to 16.56% for 2000.

     Since our most significant operation is in the more mature markets of
Champaign and Ford Counties, Illinois, our strategy in the past few years has
included expansion into faster growing markets through acquisitions and opening
new branches and loan production offices. As part of this strategy, we opened a
branch in Indianapolis, acquired Eagle BancGroup, in Bloomington-Normal,
Illinois, opened a loan production office in Naples and established our Ft.
Myers branch. As our new locations mature, we expect them to have a positive
impact on earnings. Consistent with this strategy, we will continue to seek to
open new offices in similar areas.

     - STRONG COMMUNITY FOCUS. We are committed to providing a full range of
financial services, including commercial and retail banking services. Our
operating strategy emphasizes the autonomous operation of our banking centers,
allowing the local management team to tailor its services and products to the
needs of each particular community. We are committed to local decision making
and input. As a result of this community focus, we were the largest real estate
mortgage originator in Champaign, Ford and McLean counties for fiscal year 2000.
We strive to be a valuable partner in the communities we serve by establishing
quality relationships with retail customers and local businesses.

     - STRONG CREDIT QUALITY. Most of our loan officers have at least 15 years
of experience, giving them significant knowledge in loan underwriting and in
evaluating the economic environment of each community they serve. Loans are
underwritten with an emphasis on analyzing the leverage of the applicant and the
cash flow needed to repay the loan. All significant loan decisions are made
through our loan committee structure, which is comprised of our most senior
lenders and management officials from all locations. We actively monitor our
credits through a risk-based grading system and loan review process. During the
past five and ten year periods, we have experienced average net charge-offs of
0.07% and 0.09% of average loans, respectively.

     - FULL SERVICE BUSINESS BANK. Because of the knowledge and expertise
demonstrated by our commercial lenders, we were one of the first banks in the
nation to be recognized by the Small Business Administration as a "preferred
lender." This designation allows our commercial lenders to approve SBA loans at
the time of application, making responsiveness and quick turnaround time a part
of the service we provide to our customers. Our offices in Florida and Indiana
have also been approved as "preferred lenders" by the SBA. Because of this high
level of service, we originated $6.0 million in SBA loans in fiscal 2000. In
addition to our commitment to providing loans to our commercial customers, we
offer a selection of cash management products not generally available from a
bank our size. We also provide electronic banking services tailored for our
commercial customers.

     - GROWING ASSET MANAGEMENT BUSINESS. Busey Investment Group is our wholly
owned subsidiary providing trust, asset management, securities brokerage and
insurance services to our customers through its three subsidiaries. We are the
largest investment management company in Champaign County, with assets under
care of $1.5 billion as of December 31, 2000. Busey Investment Group accounted
for 12.65% of our net income in 2000.

     Our principal executive offices are located at 201 West Main Street,
Urbana, Illinois 61801, and our telephone number is (217) 365-4556.

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                          FIRST BUSEY CAPITAL TRUST I

     First Busey Capital Trust is a newly formed subsidiary of First Busey
Corporation. Upon issuance of the preferred securities offered by this
prospectus, the purchasers in this offering will own all of the issued and
outstanding preferred securities of First Busey Capital Trust. In exchange for
our capital contribution to First Busey Capital Trust, we will own all of the
common securities of First Busey Capital Trust. First Busey Capital Trust exists
exclusively for the following purposes:

     - issuing and selling the preferred securities to the public for cash;

     - issuing and selling the common securities to us;

     - investing the proceeds from the sale of the preferred and common
       securities in an equivalent amount of      % subordinated debentures due
                   , 2031, to be issued by us; and

     - engaging in activities that are incidental to those listed above, such as
       receiving payments on the debentures, making distributions to security
       holders, furnishing notices and performing other administrative tasks.

     First Busey Capital Trust's address is 201 West Main Street, Urbana,
Illinois 61801, and its telephone number is (217) 365-4556.

                                  THE OFFERING

The issuer....................   First Busey Capital Trust I.

Securities being offered......   2,000,000 preferred securities, which represent
                                 preferred undivided interests in the assets of
                                 First Busey Capital Trust. Those assets will
                                 consist solely of the debentures and payments
                                 received on the debentures.

                                 First Busey Capital Trust will sell the
                                 preferred securities to the public for cash.
                                 First Busey Capital Trust will use that cash to
                                 buy the debentures from us.

Offering price................   $10 per preferred security.

When First Busey Capital Trust
will pay distributions to
you...........................   Your purchase of the preferred securities
                                 entitles you to receive cumulative cash
                                 distributions at a      % annual rate.
                                 Distributions will accumulate from the date
                                 First Busey Capital Trust issues the preferred
                                 securities and are to be paid quarterly on
                                 March 30, June 30, September 30, and December
                                 30 of each year, beginning September 30, 2001.
                                 As long as the preferred securities are
                                 represented by a global security, the record
                                 date for distributions on the preferred
                                 securities will be the business day prior to
                                 the distribution date. We may defer the payment
                                 of cash distributions, as described below,
                                 under "-- We have the option to extend the
                                 interest payment period."

When First Busey Capital Trust
must redeem the preferred
securities....................   The debentures will mature and we must redeem
                                 the preferred securities on             , 2031.
                                 We have the option, however, to shorten the
                                 maturity date to a date not earlier than
                                             , 2006. We will not shorten the
                                 maturity date unless we have received the prior
                                 approval of the Board of Governors of the
                                 Federal Reserve System, if required by law or
                                 regulation.

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Redemption of the preferred
securities before
            , 2031 is
possible......................   First Busey Capital Trust must redeem the
                                 preferred securities when the debentures are
                                 paid at maturity or upon any earlier redemption
                                 of the debentures to the extent the debentures
                                 are redeemed. We may redeem all or part of the
                                 debentures at any time on or after
                                             , 2006.

                                 In addition, we may redeem all of the
                                 debentures, at any time, if:

                                  - existing laws or regulations, or the
                                    interpretation or application of these laws
                                    or regulations, change, causing the interest
                                    we pay on the debentures to no longer be
                                    deductible by us for federal income tax
                                    purposes, or causing First Busey Capital
                                    Trust to become subject to federal income
                                    tax or to other taxes or governmental
                                    charges;

                                  - existing laws or regulations change,
                                    requiring First Busey Capital Trust to
                                    register as an investment company; or

                                  - the capital adequacy guidelines of the
                                    Federal Reserve change so that the preferred
                                    securities no longer qualify as Tier 1
                                    capital.

                                  We may also redeem the debentures at any time,
                                  and from time to time, in an amount equal to
                                  the liquidation amount of any preferred
                                  securities we purchase, plus a proportionate
                                  amount of common securities, but only in
                                  exchange for a like amount of the preferred
                                  securities and common securities that we then
                                  own.

                                  Redemption of the debentures prior to maturity
                                  will be subject to the prior approval of the
                                  Federal Reserve, if approval is then required
                                  by law or regulation. If your preferred
                                  securities are redeemed by First Busey Capital
                                  Trust, you will receive the liquidation amount
                                  of $10 per preferred security, plus any
                                  accrued and unpaid distributions to the date
                                  of redemption.

We have the option to extend
the interest payment period...    First Busey Capital Trust will rely solely on
                                  payments made by us under the debentures to
                                  pay distributions on the preferred securities.
                                  As long as we are not in default under the
                                  indenture relating to the debentures, we may,
                                  at one or more times, defer interest payments
                                  on the debentures for up to 20 consecutive
                                  quarters, but not beyond             , 2031.
                                  If we defer interest payments on the
                                  debentures:

                                 - First Busey Capital Trust will also defer
                                   distributions on the preferred securities;

                                 - the distributions you are entitled to will
                                   accumulate; and

                                 - these accumulated distributions will earn
                                   interest at an annual rate of      %,
                                   compounded quarterly, until paid.

                                 At the end of any deferral period, we will pay
                                 to First Busey Capital Trust all accrued and
                                 unpaid interest under the

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                                 debentures. First Busey Capital Trust will then
                                 pay all accumulated and unpaid distributions to
                                 you.

You will still be taxed if
distributions on the preferred
securities are deferred.......    If a deferral of payment occurs, you must
                                  recognize the amount of the deferred
                                  distributions as income for federal income tax
                                  purposes in advance of receiving the actual
                                  cash distributions, even if you are a cash
                                  basis taxpayer.

Our full and unconditional
guarantee of payment..........    Our obligations described in this prospectus,
                                  in the aggregate, constitute a full,
                                  irrevocable and unconditional guarantee on a
                                  subordinated basis by us of the obligations of
                                  First Busey Capital Trust under the preferred
                                  securities. Under the guarantee agreement, we
                                  guarantee that First Busey Capital Trust will
                                  use its assets to pay the distributions on the
                                  preferred securities and the liquidation
                                  amount upon liquidation of First Busey Capital
                                  Trust.

                                  However, the guarantee does not apply when
                                  First Busey Capital Trust does not have
                                  sufficient funds to make the payments. If we
                                  do not make payments on the debentures, First
                                  Busey Capital Trust will not have sufficient
                                  funds to make payments on the preferred
                                  securities. In this event, your remedy is to
                                  institute a legal proceeding directly against
                                  us for enforcement of payments under the
                                  debentures.

We may distribute the
debentures directly to you....    We may, at any time, dissolve First Busey
                                  Capital Trust and distribute the debentures to
                                  you, subject to the prior approval of the
                                  Federal Reserve, if required by law or
                                  regulation.

                                  If we distribute the debentures, we will use
                                  our best efforts to either designate the
                                  debentures on The Nasdaq National Market or to
                                  list them on a national exchange, if the
                                  preferred securities are then included or
                                  listed.

How the securities will rank
in right of payment...........    Our obligations under the preferred
                                  securities, debentures and guarantee are
                                  unsecured and will rank as follows with regard
                                  to right of payment:

                                 - the preferred securities will rank equally
                                   with the common securities of First Busey
                                   Capital Trust. First Busey Capital Trust will
                                   pay distributions on the preferred securities
                                   and the common securities pro rata. However,
                                   if we default with respect to the debentures,
                                   then no distributions on the common
                                   securities of First Busey Capital Trust or
                                   our common stock will be paid until all
                                   accumulated and unpaid distributions on the
                                   preferred securities have been paid;

                                 - our obligations under the debentures and the
                                   guarantee are unsecured and generally will
                                   rank junior in priority to our existing and
                                   future senior and subordinated indebtedness;
                                   and

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                                 - because we are a holding company, the
                                   debentures and the guarantee will effectively
                                   be subordinated to all depositors' claims, as
                                   well as existing and future liabilities of
                                   our subsidiaries.

Voting rights of the preferred
securities....................   Except in limited circumstances, holders of the
                                 preferred securities will have no voting
                                 rights.

Proposed Nasdaq National
Market symbol.................   BUSEP.

You will not receive
certificates..................   The preferred securities will be represented by
                                 a global security that will be deposited with
                                 and registered in the name of The Depository
                                 Trust Company, New York, New York, or its
                                 nominee. As a result, you will not receive a
                                 certificate for the preferred securities, and
                                 your beneficial ownership interests will be
                                 recorded through the DTC book-entry system.

How the proceeds of this
offering will be used.........   First Busey Capital Trust will invest all of
                                 the proceeds from the sale of the preferred
                                 securities in the debentures. We estimate that
                                 the net proceeds to us from the sale of the
                                 debentures to First Busey Capital Trust, after
                                 deducting underwriting expenses and
                                 commissions, will be approximately $18.9
                                 million. We expect to use the proceeds from the
                                 sale of the debentures to repay short-term
                                 borrowings. Once paid down, additional
                                 borrowing capability will be available to us
                                 for corporate use, including possible
                                 acquisitions.

     Before purchasing the preferred securities being offered, you should
carefully consider the "Risk Factors" beginning on page 9.

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                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     The following table sets forth our selected consolidated financial
information and other data. Our consolidated financial statements for the five
years ended December 31, 2000 have been audited by McGladrey & Pullen, LLP,
independent accountants. The selected data presented below for the three-month
periods ended March 31, 2001 and March 31, 2000 are derived from unaudited
financial statements. You should read this information in conjunction with the
consolidated financial statements and the notes to the financial statements
incorporated by reference. Results for the three-month periods are unaudited but
in the opinion of management reflect all necessary adjustments for a fair
presentation of results as of the dates and for the periods covered. Results for
past periods do not necessarily indicate the results that may be expected for
future periods, and results for the three-month period ended March 31, 2001 do
not necessarily indicate the results that may be expected for the entire year
ending December 31, 2001.

                             AS OF AND FOR THE THREE
                              MONTHS ENDED MARCH 31,              AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                             ------------------------    ------------------------------------------------------------
                                2001          2000          2000          1999         1998        1997        1996
                             ----------    ----------    ----------    ----------    --------    --------    --------
                                                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                        
SELECTED INCOME DATA:
Interest income..........    $   24,349    $   21,744    $   93,242    $   72,311    $ 67,048    $ 63,831    $ 61,197
Interest expense.........        13,581        11,465        50,476        34,920      32,975      31,119      30,033
Net interest income......        10,768        10,279        42,766        37,391      34,073      32,712      31,164
Provision for loan
  losses.................           400           390         2,515         2,570         700       1,075       1,100
Net interest income after
  provision of loan
  losses.................        10,368         9,889        40,251        34,821      33,373      31,637      30,064
Other income:
  Service charges on
    deposit accounts.....         1,379         1,181         5,341         3,798       2,938       2,947       2,937
  Trust fees.............         1,151         1,095         4,364         4,013       3,445       3,156       2,651
  Commission and brokers'
    fees, net............           597           408         1,901         1,472       1,187       1,051         812
  Other service charges
    and fees.............           397           630         2,075         2,302       1,909       1,292         949
  Securities gains
    (losses), net........           651            (7)          737         1,035       1,243         520         256
  Gain on sales of
    loans................           433           446         1,112           895         988         439         268
  Other..................           784           639         2,758         2,677       1,820         974         896
Total other income.......         5,392         4,392        18,288        16,192      13,530      10,379       8,769
Other expense:
  Salaries and wages.....         4,264         3,890        16,192        14,758      13,524      12,134      11,662
  Employee benefits......           968           727         2,888         2,807       2,571       2,481       2,206
  Net occupancy expense
    of premises..........           802           725         3,115         2,690       2,497       2,225       1,936
  Furniture and equipment
    expenses.............           971           817         3,614         3,320       2,370       1,838       1,651
  Data processing........           190           293         1,142           838       1,924       1,760       1,476
  Amortization and
    impairment of
    intangible assets....           358           383         2,288         1,166       1,404       1,328       1,321
  Stationery, supplies
    and printing.........           257           209         1,029           986         758         704         715
  Other..................         1,518         1,671         6,981         6,498       5,352       4,796       4,819
Total other expense......         9,328         8,715        37,249        33,063      30,400      27,266      25,786
Income before income
  taxes..................         6,432         5,566        21,290        17,950      16,503      14,750      13,047
Income taxes.............         2,334         1,959         7,237         5,402       5,105       4,379       3,741
Net income...............    $    4,098    $    3,607    $   14,053    $   12,548    $ 11,398    $ 10,371    $  9,306

                                        7
   12

                             AS OF AND FOR THE THREE
                              MONTHS ENDED MARCH 31,              AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                             ------------------------    ------------------------------------------------------------
                                2001          2000          2000          1999         1998        1997        1996
                             ----------    ----------    ----------    ----------    --------    --------    --------
                                                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                        
PER SHARE DATA(1):)
Earnings per share
  (basic)................    $     0.30    $     0.27    $     1.05    $     0.92    $   0.83    $   0.75    $   0.68
Earnings per share
  (diluted)..............          0.30          0.26          1.03          0.90        0.81        0.74        0.67
Cash dividends per common
  share..................          0.13          0.12          0.48          0.44        0.39        0.35        0.33
Book value per share.....          7.10          6.08          6.86          6.08        6.36        5.92        5.36
SELECTED FINANCIAL
  CONDITION DATA (AT END
  OF PERIOD):
Total assets.............    $1,331,401    $1,227,487    $1,355,044    $1,247,123    $951,531    $915,540    $864,918
Securities...............       220,528       227,585       228,597       225,046     217,991     215,514     226,350
Loans....................       972,533       899,245       984,369       886,684     662,281     602,937     569,500
Allowance for loan
  losses.................        12,577        10,698        12,268        10,403       7,101       6,860       6,131
Total deposits...........     1,131,789     1,009,426     1,148,787     1,027,981     826,704     811,453     766,927
Borrowings...............        91,601       126,897       104,149       127,756      30,900      16,550      19,405
Total stockholders'
  equity.................        96,135        81,927        92,325        82,284      87,103      81,279      73,417
PERFORMANCE RATIOS(2):
Return on average
  assets.................         1.25%         1.18%         1.12%         1.22%       1.22%       1.18%       1.08%
Return on average
  equity.................         17.66         17.85         16.56         14.68       14.02       13.42       13.40
Net interest margin(3)...          3.60          3.74          3.75          4.03        4.10        4.20        4.13
Net interest spread(3)...          3.06          3.34          3.28          3.54        3.58        3.74        3.74
Average loan-to-average
  deposit ratio..........         86.35         87.82         90.30         84.10       77.50       74.90       68.92
ASSET QUALITY RATIOS(2):
Non-performing loans to
  loans..................         0.62%         0.23%         0.55%         0.24%       0.24%       0.28%       0.18%
Allowance for loan losses
  to:
  Loans..................          1.29          1.19          1.25          1.17        1.07        1.14        1.08
  Non-performing loans...        207.54        519.32        225.76        450.00      371.39      413.00      611.88
Net charge-offs to
  average loans..........          0.04          0.01          0.07          0.05        0.07        0.06        0.08
Non-performing assets to
  total assets...........          0.47          0.25          0.42          0.21        0.20        0.24        0.21
CAPITAL RATIOS:
Stockholders' equity to
  assets.................         7.22%         6.67%         6.81%         6.60%       9.15%       8.88%       8.49%
Tier 1 risk-based
  capital................          8.70          7.94          7.77          7.81       12.07       11.81       11.35
Total risk-based
  capital................         10.37          9.48          9.43          9.40       13.23       13.01       12.48
Leverage ratio...........          5.89          5.62          5.71          5.62        7.87        7.61        7.14
RATIO OF EARNINGS TO
  FIXED CHARGES(4):
Including deposit
  interest...............         1.45x         1.46x         1.40x         1.48x       1.47x       1.44x       1.41x
Excluding deposit
  interest...............          3.73          3.04          2.88          3.75        4.42        5.41        5.00

(1) Per share data has been restated to give retroactive effect to the 2-for-1
    stock split which occurred in August 1998 and the 3-for-2 stock split which
    occurred in May 1996.

(2) Ratios for the three month periods have been annualized.

(3) Net interest margin represents net interest income as a percentage of
    average interest-earning assets, and net interest spread represents the
    difference between the weighted average yield on interest-earning assets and
    the weighted average cost of interest-bearing liabilities, both on a
    tax-equivalent basis.

(4) For purposes of calculating the ratio of earnings to fixed charges, earnings
    consist of income before taxes plus interest and net occupancy expense.
    Fixed charges consist of interest and net occupancy expense.

                                        8
   13

                                  RISK FACTORS

     An investment in the preferred securities involves a number of risks. Some
of these risks relate to the preferred securities and others relate to us and
the financial services industry, generally. We urge you to read all of the
information contained in this prospectus. In addition, we urge you to consider
carefully the following factors in evaluating an investment in First Busey
Capital Trust before you purchase the preferred securities offered by this
prospectus.

     Because First Busey Capital Trust will rely on the payments it receives on
the debentures from us to fund all payments on the preferred securities, and
because First Busey Capital Trust may distribute the debentures in exchange for
the preferred securities, purchasers of the preferred securities are making an
investment decision that relates to the debentures being issued by us as well as
the preferred securities. Purchasers should carefully review the information in
the prospectus about the preferred securities, the debentures and the guarantee.

           RISKS RELATED TO AN INVESTMENT IN THE PREFERRED SECURITIES

IF WE DO NOT MAKE INTEREST PAYMENTS UNDER THE DEBENTURES, FIRST BUSEY CAPITAL
TRUST WILL BE UNABLE TO PAY DISTRIBUTIONS AND LIQUIDATION AMOUNTS. OUR GUARANTEE
WILL NOT APPLY BECAUSE THE GUARANTEE COVERS PAYMENTS ONLY IF FIRST BUSEY CAPITAL
TRUST HAS FUNDS AVAILABLE.

     First Busey Capital Trust will depend solely on our payments on the
debentures to pay amounts due to you on the preferred securities. If we default
on our obligation to pay the principal or interest on the debentures, First
Busey Capital Trust will not have sufficient funds to pay distributions or the
liquidation amount on the preferred securities. In that case, you will not be
able to rely on the guarantee for payment of these amounts because the guarantee
only applies if First Busey Capital Trust has sufficient funds to make
distributions on or to pay the liquidation amount of the preferred securities.
Instead, you or the property trustee will have to institute a direct action
against us to enforce the property trustee's rights under the indenture relating
to the debentures.

TO THE EXTENT WE MUST RELY ON DIVIDENDS FROM OUR SUBSIDIARIES TO MAKE INTEREST
PAYMENTS ON THE DEBENTURES TO FIRST BUSEY CAPITAL TRUST, OUR AVAILABLE CASH FLOW
MAY BE RESTRICTED AND DISTRIBUTIONS MAY BE DEFERRED.

     We are a holding company and substantially all of our assets are held by
our direct and indirect subsidiaries. Our ability to make payments on the
debentures when due will depend primarily on available cash resources at the
bank holding company level and dividends from our direct and indirect
subsidiaries. Dividend payments or extensions of credit from our banking
subsidiaries are subject to regulatory limitations, generally based on capital
levels and current and retained earnings, imposed by the various regulatory
agencies with authority over such subsidiary. The ability of our banking
subsidiary to pay dividends is also subject to its profitability, financial
condition, capital expenditures and other cash flow requirements. We cannot
assure you that our direct and indirect subsidiaries will be able to pay
dividends in the future.

REGULATORS MAY PRECLUDE US FROM MAKING DISTRIBUTIONS ON THE DEBENTURES IN THE
EVENT OUR REGULATORY CAPITAL, LIQUIDITY OR FINANCIAL PERFORMANCE DETERIORATES.

     We and our subsidiaries are subject to extensive federal and state law,
regulation and supervision. Our regulators monitor our financial condition on a
periodic basis and may impose limitations on our operations and business
activities under various circumstances. In response to any perceived
deficiencies in liquidity or regulatory capital levels, our regulators may
require us to obtain their consent prior to paying dividends on our capital
stock or interest on the debentures. In the event our regulators withheld their
consent to our payment of interest on the debentures, we would exercise our
right to defer interest payments on the debentures, and First Busey Capital
Trust would not have funds available to make distributions on the preferred
securities during this deferral period. Our regulators could take this action
alone or in conjunction with similar restrictions on the ability of our
subsidiaries to pay dividends to us.

                                        9
   14

     The commencement of a deferral period with respect to interest on the
debentures and, accordingly, distributions on the preferred securities, would
likely cause the market price of the preferred securities to decline.

THE DEBENTURES AND THE GUARANTEE RANK LOWER THAN MOST OF OUR OTHER INDEBTEDNESS,
AND OUR HOLDING COMPANY STRUCTURE EFFECTIVELY SUBORDINATES ANY CLAIMS AGAINST US
TO THOSE OF OUR SUBSIDIARIES' CREDITORS.

     Our obligations under the debentures and the guarantee are unsecured and
will rank junior in priority of payment to our existing and future senior and
subordinated indebtedness. As of March 31, 2001, we had approximately $73.0
million outstanding principal amount of existing senior and subordinated
indebtedness. The issuance of the debentures and the preferred securities does
not limit our ability or the ability of our subsidiaries to incur additional
indebtedness, guarantees or other liabilities.

     Because we are a holding company, our creditors, including depositors, also
will have priority over you in any distribution of our assets in liquidation,
reorganization or otherwise. Accordingly, the debentures and the guarantee will
be effectively subordinated to all existing and future liabilities of our direct
and indirect subsidiaries, and you should look only to our assets for payments
on the preferred securities and the debentures.

WE MAY DEFER INTEREST PAYMENTS ON THE DEBENTURES FOR SUBSTANTIAL PERIODS, WHICH
COULD HAVE ADVERSE CONSEQUENCES FOR YOU.

     We may, at one or more times, defer interest payments on the debentures for
up to 20 consecutive quarters. If we defer interest payments on the debentures,
First Busey Capital Trust will defer distributions on the preferred securities
during any deferral period. During a deferral period, you will be required to
recognize as income for federal income tax purposes the amount approximately
equal to the interest that accrues on your proportionate share of the debentures
held by First Busey Capital Trust in the tax year in which that interest
accrues, even though you will not receive these amounts until a later date.

     You will also not receive the cash related to any accrued and unpaid
interest from First Busey Capital Trust if you sell the preferred securities
before the end of any deferral period. During a deferral period, accrued but
unpaid distributions will increase your tax basis in the preferred securities.
If you sell the preferred securities during a deferral period, your increased
tax basis will decrease the amount of any capital gain or increase the amount of
any capital loss that you may have otherwise realized on the sale. A capital
loss, except in certain limited circumstances, cannot be applied to offset
ordinary income. As a result, deferral of distributions could result in ordinary
income, and a related tax liability for the holder, and a capital loss that may
only be used to offset a capital gain.

     We do not currently intend to exercise our right to defer interest payments
on the debentures. However, in the event of a deferral period, the market price
of the preferred securities would likely be adversely affected. The preferred
securities may trade at a price that does not fully reflect the value of accrued
but unpaid interest on the debentures. If you sell the preferred securities
during a deferral period, you may not receive the same return on investment as
someone who continues to hold the preferred securities. Due to our right to
defer interest payments, the market price of the preferred securities may be
more volatile than the market prices of other securities without the deferral
feature.

WE HAVE MADE ONLY LIMITED COVENANTS IN THE INDENTURE AND THE TRUST AGREEMENT,
WHICH MAY NOT PROTECT YOUR INVESTMENT IN THE EVENT WE EXPERIENCE SIGNIFICANT
ADVERSE CHANGES IN OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

     The indenture governing the debentures and the trust agreement governing
First Busey Capital Trust do not require us to maintain any financial ratios or
specified levels of net worth, revenues, income, cash flow or liquidity, and
therefore do not protect holders of the debentures or the preferred securities
in the event we experience significant adverse changes in our financial
condition or results of operations. In addition, neither the indenture nor the
trust agreement limits our ability or the ability of our subsidiaries to incur
additional indebtedness. Therefore, you should not consider the provisions of
these governing

                                        10
   15

instruments as a significant factor in evaluating whether we will be able to
comply with our obligations under the debentures or the guarantee.

IN THE EVENT WE REDEEM THE DEBENTURES BEFORE             , 2031, YOU MAY NOT BE
ABLE TO REINVEST YOUR PRINCIPAL AT THE SAME OR A HIGHER RATE OF RETURN.

     Under the following circumstances, we may redeem the debentures before
their stated maturity.

     - We may redeem the debentures, in whole or in part, at any time on or
       after             , 2006.

     - We may redeem the debentures in whole, but not in part, within 180 days
       after certain occurrences at any time during the life of First Busey
       Capital Trust. These occurrences may include adverse tax, investment
       company or bank regulatory developments. See "Description of the
       Debentures -- Redemption" beginning on page 33.

     You should assume that we will exercise our redemption option if we are
able to obtain capital at a lower cost than we must pay on the debentures or if
it is otherwise in our interest to redeem the debentures. If we do so, First
Busey Capital Trust must redeem preferred securities having an aggregate
liquidation amount equal to the aggregate principal amount of debentures
redeemed, and you may be required to reinvest your principal at a time when you
may not be able to earn a return that is as high as you were earning on the
preferred securities.

WE CAN DISTRIBUTE THE DEBENTURES TO YOU, WHICH MAY HAVE ADVERSE TAX CONSEQUENCES
FOR YOU AND WHICH MAY ADVERSELY AFFECT THE MARKET PRICE OF THE PREFERRED
SECURITIES PRIOR TO SUCH DISTRIBUTION.

     First Busey Capital Trust may be dissolved at any time before maturity of
the debentures on             , 2031. As a result, and subject to the terms of
the trust agreement, the trustees may distribute the debentures to you.

     We cannot predict the market prices for the debentures that may be
distributed in exchange for preferred securities upon liquidation of First Busey
Capital Trust. The preferred securities, or the debentures that you may receive
if First Busey Capital Trust is liquidated, may trade at a discount to the price
that you paid to purchase the preferred securities. Because you may receive
debentures, your investment decision with regard to the preferred securities
will also be an investment decision with regard to the debentures. You should
carefully review all of the information contained in this prospectus regarding
the debentures.

     If First Busey Capital Trust is classified for federal income tax purposes
as an association taxable as a corporation at the time it is dissolved, the
distribution of the debentures would be a taxable event to First Busey Capital
Trust and you. In addition, if there is a change in law, a distribution of
debentures upon the dissolution of First Busey Capital Trust could be a taxable
event to First Busey Capital Trust and you.

YOU ARE SUBJECT TO REPAYMENT RISK BECAUSE POSSIBLE TAX LAW CHANGES COULD RESULT
IN A REDEMPTION OF THE PREFERRED SECURITIES.

     Future legislation may be enacted that could adversely affect our ability
to deduct our interest payments on the debentures for federal income tax
purposes, making early redemption of the debentures likely and resulting in
redemption of the preferred securities.

     From time to time, Congress has proposed federal income tax law changes
that would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations depending on their terms. These
proposals have not been enacted into law. Although it is impossible to predict
whether future proposals of this nature will be introduced and enacted with
application to already issued and outstanding securities, if they are, we could
be precluded from deducting interest on the debentures. Enactment of this type
of proposal might in turn give rise to a tax event as described under
"Description of the Preferred Securities -- Redemption or Exchange -- Redemption
upon a Tax Event, Investment Company Event or Capital Treatment Event" beginning
on page 21.

                                        11
   16

TRADING CHARACTERISTICS OF THE PREFERRED SECURITIES MAY CREATE ADVERSE TAX
CONSEQUENCES FOR YOU.

     The preferred securities may trade at a price that does not reflect the
value of accrued but unpaid interest on the underlying debentures. If you
dispose of your preferred securities between record dates for distributions on
the preferred securities, you may have adverse tax consequences. Under these
circumstances, you will be required to include accrued but unpaid interest on
the debentures allocable to the preferred securities through the date of
disposition in your income as ordinary income if you use the accrual method of
accounting or if this interest represents original issue discount.

     If interest on the debentures is included in income under the original
issue discount provisions, you would add this amount to your adjusted tax basis
in your share of the underlying debentures deemed disposed. If your selling
price is less than your adjusted tax basis, which will include all accrued but
unpaid original issue discount interest included in your income, you could
recognize a capital loss which, subject to limited exceptions, cannot be applied
to offset ordinary income for federal income tax purposes. See "Material Federal
Income Tax Consequences" beginning on page 45, for more information on possible
adverse tax consequences to you.

THERE IS NO CURRENT PUBLIC MARKET FOR THE PREFERRED SECURITIES, AND THEIR MARKET
PRICE MAY DECLINE AFTER YOU INVEST.

     There is currently no public market for the preferred securities. Although
we have applied for designation of the preferred securities on Nasdaq, there is
no guarantee that an active or liquid trading market will develop for the
preferred securities or that the inclusion of the preferred securities will
continue on Nasdaq. If an active trading market does not develop, the market
price and liquidity of the preferred securities will be adversely affected. Even
if an active public market does develop, there is no guarantee that the market
price for the preferred securities will equal or exceed the price you pay for
the preferred securities.

     Future trading prices of the preferred securities may be subject to
significant fluctuations in response to prevailing interest rates, our future
operating results and financial condition, the market for similar securities and
general economic and market conditions. The initial public offering price of the
preferred securities has been determined by us and the underwriters and may be
greater than the market price following the offering.

     The market price for the preferred securities, or the debentures that you
may receive in a distribution, is also likely to decline during any period that
we are deferring interest payments on the debentures.

YOU MUST RELY ON THE PROPERTY TRUSTEE TO ENFORCE YOUR RIGHTS IF THERE IS AN
EVENT OF DEFAULT UNDER THE INDENTURE.

     You may not be able to directly enforce your rights against us if an event
of default under the indenture occurs. If an event of default under the
indenture occurs and is continuing, this event will also be an event of default
under the trust agreement. In that case, you must rely on the enforcement by the
property trustee of its rights as holder of the debentures against us. The
holders of a majority in liquidation amount of the preferred securities will
have the right to direct the property trustee to enforce its rights.

     If the property trustee does not enforce its rights following an event of
default and a request by the record holders to do so, any record holder may, to
the extent permitted by applicable law, take action directly against us to
enforce the property trustee's rights. If an event of default occurs under the
trust agreement that is attributable to our failure to pay interest or principal
on the debentures, or if we default under the guarantee, you may proceed
directly against us. You will not be able to exercise directly any other
remedies available to the holders of the debentures unless the property trustee
fails to do so.

                                        12
   17

AS A HOLDER OF PREFERRED SECURITIES, YOU HAVE LIMITED VOTING RIGHTS, AND WE CAN
AMEND THE TRUST AGREEMENT TO CHANGE THE TERMS AND CONDITIONS OF THE
ADMINISTRATION, OPERATION AND MANAGEMENT OF FIRST BUSEY CAPITAL TRUST WITHOUT
YOUR CONSENT.

     Holders of preferred securities have limited voting rights. We can, without
your consent, make certain amendments to the trust agreement. Your voting rights
pertain primarily to certain amendments to the trust agreement and not to the
administration, operation or management of First Busey Capital Trust. In
general, only we can replace or remove any of the trustees. However, if an event
of default under the trust agreement occurs and is continuing, the holders of at
least a majority in aggregate liquidation amount of the preferred securities may
replace the property trustee and the Delaware trustee.

     In certain circumstances, with the consent of the holders of a majority in
the aggregate liquidation amount of the preferred securities, we may amend the
trust agreement to ensure that First Busey Capital Trust remains classified for
federal income tax purposes as a grantor trust and to ensure that First Busey
Capital Trust retains its exemption from status as an "investment company" under
the Investment Company Act, even if such amendment adversely affects your rights
as a holder of preferred securities. For more information regarding limitations
on your ability to control amendments to the trust agreement, see "Description
of the Preferred Securities -- Voting Rights; Amendment of Trust Agreement"
beginning on page 27.

THE PREFERRED SECURITIES ARE NOT INSURED.

     Neither the FDIC nor any other governmental agency has insured the
preferred securities, the guarantee or the debentures.

           RISKS RELATED TO AN INVESTMENT IN FIRST BUSEY CORPORATION

WE FACE INTENSE COMPETITION IN ALL PHASES OF OUR BUSINESS FROM OTHER BANKS AND
FINANCIAL INSTITUTIONS.

     We compete for deposits with a large number of depository institutions
including commercial banks, savings and loan associations, credit unions, money
market funds and other financial institutions and financial intermediaries
serving Champaign, McLean and Ford Counties in Illinois, Hamilton County in
Indiana and Lee and Collier Counties in Florida. Principal competitive factors
with respect to deposits include interest rates paid on deposits, customer
service, convenience and location.

     We compete for loans with other banks headquartered in Illinois, Indiana
and Florida, with loan production offices of large money center banks
headquartered in other states, as well as with savings and loan associations,
credit unions, finance companies, mortgage bankers, leasing companies and other
institutions. Competitive factors with respect to loans include interest rates
charged, customer service and responsiveness in tailoring financial products to
the needs of customers. We compete for loans primarily by designing our products
for and directing our marketing efforts to businesses in the markets they serve
and that are locally owned, well-capitalized and well-managed.

     Many of the entities that we compete with are substantially larger in size,
and many non-bank financial intermediaries are not subject to the regulatory
restrictions applicable to our bank subsidiaries. We have experienced an
increase in the level of competition as well as the number of competitors in
recent years.

OUR CONTINUED PACE OF GROWTH MAY REQUIRE US TO RAISE ADDITIONAL CAPITAL IN THE
FUTURE, BUT THAT CAPITAL MAY NOT BE AVAILABLE WHEN IT IS NEEDED.

     We are required by federal and state regulatory authorities to maintain
adequate levels of capital to support our operations. We anticipate that our
existing capital resources and the net proceeds from the sale of preferred
securities in this offering will satisfy our immediately foreseeable capital
requirements. However, to the extent we continue to expand our asset base,
primarily through loan growth, we will be required to support such growth by
increasing our capital to acceptable regulatory levels. Accordingly, we may need
to raise additional capital in the future to support continued asset growth.

                                        13
   18

     Our ability to raise additional capital if we need it to support loan
growth in the future will depend on conditions in the capital markets, which are
outside of our control, and on our financial performance. Accordingly, we cannot
assure you of our ability to raise additional capital when needed or on
favorable terms. If we cannot raise additional capital when needed, we will be
subject to increased regulatory supervision and the imposition of restrictions
on our growth and our business. These could negatively impact our ability to
further expand our operations through acquisitions or the establishment of
additional branches and result in increases in operating expenses and reductions
in revenues that would harm our operating results.

WE RELY HEAVILY ON OUR MANAGEMENT TEAM, AND THE UNEXPECTED LOSS OF KEY MANAGERS
MAY ADVERSELY AFFECT OUR OPERATIONS.

     Much of our success to date has been influenced strongly by our ability to
attract and to retain senior management experienced in banking and financial
services. Our ability to retain executive officers, the current management teams
and loan officers of our operating subsidiaries will continue to be important to
the successful implementation of our strategies. It is also critical, as we
grow, to be able to attract and retain additional qualified management and loan
officers. The unexpected loss of services of any key management personnel, or
the inability to recruit and retain qualified personnel in the future, could
have an adverse effect on our business, financial condition and results of
operations.

WE MAY NOT BE ABLE TO IMPLEMENT SUCCESSFULLY OUR STRATEGY TO ENTER NEW MARKETS
WHICH WOULD SLOW OUR GROWTH AND NEGATIVELY IMPACT OUR EARNINGS.

     Our strategic plan includes expansion into new markets by acquisitions or
by establishing new branches and offices. The establishment of new offices
requires a significant expenditure of capital in order to prepare the facilities
for operation and additional expense in order to staff these new facilities. As
our new offices mature and grow, we are able to spread our overhead costs over a
broader asset base. While our new offices are generating loan activity
consistent with our projections, we may encounter unanticipated difficulties
that could adversely affect future profitability. In addition, we cannot assure
you that we will be able to successfully operate and manage our operations in
new markets or recover our initial capital investment in such operations. To the
extent that we expand, we may experience the effects of higher operating
expenses relative to operating income from the new offices.

OUR ALLOWANCE FOR LOAN LOSSES MAY PROVE TO BE INSUFFICIENT TO ABSORB POTENTIAL
LOSSES IN OUR LOAN PORTFOLIO.

     We established our allowance for loan losses in consultation with
management of our bank subsidiaries and maintain it at a level considered
adequate by management to absorb loan losses that are inherent in the portfolio.
The amount of future loan losses is susceptible to changes in economic,
operating and other conditions, including changes in interest rates, that may be
beyond our control, and such losses may exceed current estimates. At March 31,
2001, our allowance for loan losses as a percentage of total loans was 1.29% and
as a percentage of total non-performing loans was 207.54%. Although management
believes that the allowance for loan losses is adequate to absorb losses on any
existing loans that may become uncollectible, we cannot predict loan losses with
certainty, and we cannot assure you that our allowance for loan losses will
prove sufficient to cover actual loan losses in the future. Loan losses in
excess of our reserves may adversely affect our business, financial condition
and results of operations.

OUR LOAN PORTFOLIO IS CONCENTRATED HEAVILY IN REAL ESTATE LOANS, WHICH INVOLVE
RISKS SPECIFIC TO REAL ESTATE VALUE.

     At March 31, 2001, approximately 81.10% of our loan portfolio was secured
by real estate. Although a significant portion of such loans are secured by real
estate as a secondary source of collateral, adverse developments affecting real
estate values in one or more of our markets could increase the credit risk
associated with our loan portfolio. Additionally, if the loans are not repaid
according to their terms, the real estate securing the loans, in those cases
where real estate serves as the primary collateral, may not have a value equal
to the amounts owed under the loan. Declines in the national economy or local
economies of Champaign-Urbana and Bloomington-Normal, Illinois, Indianapolis,
Indiana or
                                        14
   19

Ft. Myers/Naples, Florida could result in a decrease in real estate valuations
and have an adverse impact on our financial condition.

OUR BUSINESS IS SUBJECT TO CREDIT RISKS WHICH MAY ADVERSELY AFFECT OUR EARNINGS.

     Our loan customers may not repay their loans according to their terms, and
collateral securing their loans, if any, may not have a value equal to amounts
owed under their loans. Like many other financial institutions, we are concerned
about the possible continued softening of the economy in 2001. Should the
economic climate continue to deteriorate, borrowers may experience difficulty,
and the level of non-performing loans, charge-offs, and delinquencies could rise
and require further increases in the provision for loan losses which may cause
our net income to decrease.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements contained in or incorporated by reference into this
prospectus constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. We intend such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of invoking these safe harbor provisions. You can identify these
statements from our use of the words "estimate," "project," "believe," "intend,"
"anticipate," "expect," "target" and similar expressions. These forward-looking
statements may include, among other things:

     - statements relating to anticipated improvements in earnings, earnings per
       share, and other financial performance;

     - statements relating to projected growth and management's long term
       performance goals;

     - statements relating to the anticipated effects on results of operations
       or financial condition from expected developments or events;

     - statements relating to our business and growth strategies, including
       potential mergers and acquisitions; and

     - any other statements which are not historical facts.

     Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,
performance or achievements, or industry results, to differ materially from our
expectations of future results, performance or achievements expressed or implied
by such forward-looking statements. In addition, our past results of operations
do not necessarily indicate our future results. We discuss these and other
uncertainties in the "Risk Factors" section of this prospectus beginning on page
9.

     The forward-looking statements included or incorporated by reference into
this prospectus are made only as of the date of this prospectus or the date of
the document incorporated by reference, as applicable. We do not intend, and
undertake no obligation, to update these forward looking statements.

                                USE OF PROCEEDS

     First Busey Capital Trust will invest all of the proceeds from the sale of
the preferred securities in the debentures. We anticipate that the net proceeds
from the sale of the debentures will be approximately $18.9 million after
deduction of offering expenses and underwriting commissions estimated to be $1.1
million.

     We expect to use the proceeds from the sale of the debentures to repay
holding company indebtedness currently outstanding. Our holding company debt
consists of a line of credit and term loan in the aggregate amount of $35.0
million from an unaffiliated lender, $28.7 million of which was outstanding at
March 31, 2001 and which accrues interest on the outstanding principal balance
at 6.73%. Once paid down, additional borrowing capability will be available to
us for corporate use, including possible acquisitions. Although we engage in
exploratory discussions regarding potential acquisitions from time to time, we
do not currently have any commitments to acquire or merge with any financial
institutions.
                                        15
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                                 CAPITALIZATION

     The following table sets forth our total capitalization at March 31, 2001,
on a historical basis and as adjusted for the offering and the application of
the estimated net proceeds from the corresponding sale of the debentures, as if
such sale had been consummated on March 31, 2001. You should read this data in
conjunction with the consolidated financial statements and notes to the
financial statements incorporated by reference into this prospectus from our
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and from
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. See
"Documents Incorporated by Reference" on page 52.

                                                                    MARCH 31, 2001
                                                                -----------------------
                                                                 ACTUAL     AS ADJUSTED
                                                                --------    -----------
                                                                (DOLLARS IN THOUSANDS)
                                                                      
INDEBTEDNESS:
Short-term borrowings.......................................    $ 30,983     $ 12,123
Long-term debt..............................................      42,994       42,994
COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED
  SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY SUBORDINATED
  DEBENTURES(1).............................................    $     --     $ 20,000
                                                                ========     ========
STOCKHOLDERS' EQUITY:
Common stock, no par value; 40,000,000 shares authorized;
  13,535,432 shares issued and outstanding..................    $  6,291     $  6,291
Surplus.....................................................      21,861       21,861
Retained earnings...........................................      75,565       75,565
Accumulated other comprehensive income......................       6,973        6,973
Treasury stock..............................................     (12,267)     (12,267)
Unearned ESOP shares........................................      (2,283)      (2,283)
Deferred compensation for stock grants......................          (5)          (5)
                                                                --------     --------
  Total stockholders' equity................................    $ 96,135     $ 96,135
                                                                ========     ========
CAPITAL RATIOS(2):
Leverage(3).................................................        5.89%        7.41%
Tier 1 risk-based capital(4)................................        8.70        10.92
Total risk-based capital(4).................................       10.37        12.62

(1) First Busey Capital Trust I, our wholly owned subsidiary, will hold, as its
    sole asset, $20 million in principal amount of subordinated debentures
    related to the preferred securities.

(2) The capital ratios, as adjusted, are computed including the estimated net
    proceeds from the sale of the preferred securities, in a manner consistent
    with Federal Reserve regulations.

(3) The leverage ratio is core capital divided by average quarterly assets,
    after deducting goodwill and other intangible assets.

(4) The preferred securities have been structured to qualify as Tier 1 capital.
    However, in calculating the amount of Tier 1 qualifying capital, the
    preferred securities can only be included up to the amount constituting 25%
    of total Tier 1 capital. As adjusted for this offering, our Tier 1 capital
    as of March 31, 2001, would have been approximately $97.0 million, of which
    $20.0 million would have been attributable to the preferred securities.

                                        16
   21

                      ACCOUNTING AND REGULATORY TREATMENT

     First Busey Capital Trust will be treated, for financial reporting
purposes, as our subsidiary and, accordingly, the accounts of First Busey
Capital Trust will be included in our consolidated financial statements. The
preferred securities will be presented as a separate line item in our
consolidated balance sheet under a separate caption. In addition, appropriate
disclosures about the preferred securities, the guarantee and the debentures
will be included in the notes to our consolidated financial statements. For
financial reporting purposes, we will record distributions payable on the
preferred securities in our consolidated statements of income.

     Our future reports filed under the Exchange Act will include a footnote to
the audited consolidated financial statements stating that:

     - First Busey Capital Trust is wholly-owned;

     - the sole assets of First Busey Capital Trust are the debentures,
       specifying the debentures' outstanding principal amount, interest rate
       and maturity date; and

     - our obligations described in this prospectus, in the aggregate,
       constitute a full, irrevocable and unconditional guarantee on a
       subordinated basis by us of the obligations of First Busey Capital Trust
       under the preferred securities.

     Under accounting rules of the Securities and Exchange Commission, we are
not required to include separate financial statements of First Busey Capital
Trust in this prospectus because we will own all of the voting securities of
First Busey Capital Trust, First Busey Capital Trust has no independent
operations and we guarantee the payments on the preferred securities to the
extent described in this prospectus.

                                        17
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                    DESCRIPTION OF FIRST BUSEY CAPITAL TRUST

     First Busey Capital Trust is a statutory business trust formed pursuant to
the Delaware Business Trust Act under a trust agreement executed by us, as
depositor, and the trustees named in the trust agreement. A certificate of trust
has been filed with the Delaware Secretary of State. The trust agreement will be
amended and restated in its entirety in the form filed as an exhibit to the
registration statement of which this prospectus is a part, as of the date the
preferred securities are initially issued. The trust agreement will be qualified
under the Trust Indenture Act of 1939.

     The following discussion contains a description of the material terms of
the trust agreement of First Busey Capital Trust and is subject to, and
qualified in its entirety by reference to, the amended and restated trust
agreement and the Trust Indenture Act. We urge prospective investors to read the
form of amended and restated trust agreement, which is filed as an exhibit to
the registration statement of which this prospectus forms a part.

     The holders of the preferred securities issued pursuant to the offering
described in this prospectus will own all of the issued and outstanding
preferred securities of First Busey Capital Trust, which have certain prior
rights over the other securities of First Busey Capital Trust. We will not
initially own any of the preferred securities. We will acquire common securities
in an amount equal to at least 3% of the total capital of First Busey Capital
Trust and will initially own, directly or indirectly, all of the issued and
outstanding common securities. The common securities, together with the
preferred securities, are called the trust securities.

     First Busey Capital Trust exists exclusively for the purposes of:

     - issuing the preferred securities to the public for cash;

     - issuing its common securities to us in exchange for our capitalization of
       First Busey Capital Trust;

     - investing the proceeds from the sale of the trust securities in an
       equivalent amount of our debentures; and

     - engaging in other activities that are incidental to those listed above.

     The rights of the holders of the trust securities are as set forth in the
trust agreement, the Delaware Business Trust Act and the Trust Indenture Act.
The trust agreement does not permit First Busey Capital Trust to borrow money or
make any investment other than in the debentures. Other than with respect to the
trust securities, we have agreed to pay for all debts and obligations and all
costs and expenses of First Busey Capital Trust, including the fees and expenses
of the trustees and any income taxes, duties and other governmental charges, and
all costs and expenses related to these charges, to which First Busey Capital
Trust may become subject, except for federal withholding taxes that are properly
withheld.

     The number of trustees of First Busey Capital Trust will initially be five.
Three of the trustees will be persons who are our employees. They are the
administrative trustees. The fourth trustee will be an entity that maintains its
principal place of business in the State of Delaware. It is the Delaware
trustee. Initially, Wilmington Trust Company, a Delaware banking corporation,
will act as Delaware trustee. The fifth trustee, called the property trustee,
will also initially be Wilmington Trust Company. The property trustee is the
institutional trustee under the trust agreement and acts as the indenture
trustee called for under the applicable provisions of the Trust Indenture Act.
Also for purposes of compliance with the Trust Indenture Act, Wilmington Trust
Company will act as guarantee trustee and indenture trustee under the guarantee
agreement and the indenture. See "Description of the Debentures" beginning on
page 31 and "Description of the Guarantee" beginning on page 41. We, as holder
of all of the common securities, will have the right to appoint or remove any
trustee unless an event of default under the indenture has occurred and is
continuing, in which case only the holders of the preferred securities may
remove the Delaware trustee or the property trustee. First Busey Capital Trust
has a term of approximately 30 years but may terminate earlier as provided in
the trust agreement.

                                        18
   23

     The property trustee will hold the debentures for the benefit of the
holders of the trust securities and will have the power to exercise all rights,
powers and privileges under the indenture as the holder of the debentures. In
addition, the property trustee will maintain exclusive control of a segregated
noninterest-bearing "payment account" established with Wilmington Trust Company
to hold all payments made on the debentures for the benefit of the holders of
the trust securities. The property trustee will make payments of distributions
and payments on liquidation, redemption and otherwise to the holders of the
trust securities out of funds from the payment account. The guarantee trustee
will hold the guarantee for the benefit of the holders of the preferred
securities. We will pay all fees and expenses related to First Busey Capital
Trust and the offering of the preferred securities, including the fees and
expenses of the trustees.

                    DESCRIPTION OF THE PREFERRED SECURITIES

     The preferred securities will be issued pursuant to the trust agreement.
For more information about the trust agreement, see "Description of First Busey
Capital Trust" beginning on page 18. Wilmington Trust Company will act as
property trustee for the preferred securities under the trust agreement for
purposes of complying with the provisions of the Trust Indenture Act. The terms
of the preferred securities will include those stated in the trust agreement and
those made a part of the trust agreement by the Trust Indenture Act.

     The following discussion contains a description of the material provisions
of the preferred securities and is subject to, and is qualified in its entirety
by reference to, the trust agreement and the Trust Indenture Act. We urge
prospective investors to read the form of amended and restated trust agreement,
which is filed as an exhibit to the registration statement of which this
prospectus forms a part.

GENERAL

     The trust agreement authorizes the administrative trustees, on behalf of
First Busey Capital Trust, to issue the trust securities, which are comprised of
2,000,000 preferred securities to be sold to the public and 61,856 common
securities, which we will acquire. In the event the underwriters exercise their
over-allotment option, the trust agreement authorizes the administrative
trustees, on behalf of First Busey Capital Trust, to issue an additional 300,000
preferred securities to the public and 9,278 common securities to us. We will
own all of the common securities issued by First Busey Capital Trust. First
Busey Capital Trust is not permitted to issue any securities other than the
trust securities or to incur any indebtedness.

     The preferred securities will represent preferred undivided beneficial
interests in the assets of First Busey Capital Trust, and the holders of the
preferred securities will be entitled to a preference over the common securities
upon an event of default with respect to distributions and amounts payable on
redemption or liquidation. The preferred securities will rank equally, and
payments on the preferred securities will be made proportionally, with the
common securities, except as described under "-- Subordination of Common
Securities" on page 23.

     The property trustee will hold legal title to the debentures in First Busey
Capital Trust for the benefit of the holders of the trust securities. We will
guarantee the payment of distributions out of money held by First Busey Capital
Trust, and payments upon redemption of the preferred securities or liquidation
of First Busey Capital Trust, to the extent described under "Description of the
Guarantee" beginning on page 41. The guarantee agreement does not cover the
payment of any distribution or the liquidation amount when First Busey Capital
Trust does not have sufficient funds available to make these payments.

DISTRIBUTIONS

     Source of Distributions. The funds of First Busey Capital Trust available
for distribution to holders of the preferred securities will be limited to
payments made under the debentures, which First Busey Capital Trust will
purchase with the proceeds from the sale of the trust securities. Distributions
will be paid through the property trustee, which will hold the amounts received
from our interest payments on the debentures in the payment account for the
benefit of the holders of the trust securities. If we do not make
                                        19
   24

interest payments on the debentures, the property trustee will not have funds
available to pay distributions on the preferred securities.

     Payment of Distributions. Distributions on the preferred securities will be
payable at the annual rate of      % of the $10 stated liquidation amount,
payable quarterly on March 30, June 30, September 30, and December 30 of each
year, to the holders of the preferred securities on the relevant record dates.
So long as the preferred securities are represented by a global security, as
described below, the record date will be the business day immediately preceding
the relevant distribution date. The first distribution date for the preferred
securities will be September 30, 2001.

     Distributions will accumulate from the date of issuance, will be cumulative
and will be computed on the basis of a 360-day year of twelve 30-day months. If
the distribution date is not a business day, then payment of the distributions
will be made on the next day that is a business day, without any additional
interest or other payment for the delay. However, if the next business day is in
the next calendar year, payment of the distribution will be made on the business
day immediately preceding the scheduled distribution date. When we use the term
"business day" we mean any day other than a Saturday, a Sunday, a day on which
banking institutions in New York, New York are authorized or required by law,
regulation or executive order to remain closed or a day on which the corporate
trust office of the property trustee or the indenture trustee is closed for
business.

     Extension Period. As long as no event of default under the indenture has
occurred and is continuing, we have the right to defer the payment of interest
on the debentures at any time for a period not exceeding 20 consecutive
quarters. We refer to this period of deferral as an "extension period." No
extension period may extend beyond             , 2031 or end on a date other
than an interest payment date, which dates are the same as the distribution
dates. If we defer the payment of interest, quarterly distributions on the
preferred securities will also be deferred during any such extension period. Any
deferred distributions under the preferred securities will accumulate additional
amounts at the annual rate of      %, compounded quarterly from the relevant
distribution date. The term "distributions" as used in this prospectus includes
those accumulated amounts.

     During an extension period, we may not:

     - declare or pay any dividends or distributions on, or redeem, purchase,
       acquire or make a liquidation payment with respect to, any of our capital
       stock, other than stock dividends, non-cash dividends in connection with
       the implementation of a shareholder rights plan, purchases of common
       stock in connection with employee benefit plans or in connection with the
       reclassification of any class of our capital stock into another class of
       capital stock, or allow any of our direct or indirect subsidiaries to do
       the same with respect to their capital stock, other than the payment of
       dividends or distributions to us or to any of our direct or indirect
       subsidiaries;

     - make, or allow any of our direct or indirect subsidiaries to make, any
       payment of principal, interest or premium on or repay, repurchase or
       redeem any debt securities that rank equally with, or junior to, the
       debentures;

     - make, or allow any of our direct or indirect subsidiaries to make, any
       guarantee payments with respect to any other guarantee by us of any other
       debt securities of any of our direct or indirect subsidiaries if the
       guarantee ranks equally with or junior to the debentures, other than
       payments under the guarantee; or

     - redeem, purchase or acquire less than all of the debentures or any of the
       preferred securities.

After the termination of any extension period and the payment of all amounts
due, we may elect to begin a new extension period, subject to the above
requirements.

     We do not currently intend to exercise our right to defer distributions on
the preferred securities by deferring the payment of interest on the debentures.

                                        20
   25

REDEMPTION OR EXCHANGE

     General. Subject to the prior approval of the Federal Reserve, if required
by law or regulation, we will have the right to redeem the debentures:

     - in whole at any time, or in part from time to time, on or after
                   , 2006;

     - at any time, in whole, within 180 days following the occurrence of a Tax
       Event, an Investment Company Event or a Capital Treatment Event, which
       terms we define below; or

     - at any time, to the extent of any preferred securities we repurchase,
       plus a proportionate amount of the common securities we hold.

     Mandatory Redemption. Upon our repayment or redemption, in whole or in
part, of any debentures, whether on             , 2031 or earlier, the property
trustee will apply the proceeds to redeem the same amount of the trust
securities, upon not less than 30 days' nor more than 60 days' notice, at the
redemption price. The redemption price will equal 100% of the aggregate
liquidation amount of the trust securities plus accumulated but unpaid
distributions to the date of redemption. If less than all of the debentures are
to be repaid or redeemed on a date of redemption, then the proceeds from such
repayment or redemption will be allocated to redemption of preferred securities
and common securities proportionately.

     Distribution of Debentures in Exchange for Preferred Securities. Upon prior
approval of the Federal Reserve, if required by law or regulation, we will have
the right at any time to dissolve, wind-up or terminate First Busey Capital
Trust and, after satisfaction of the liabilities of creditors of First Busey
Capital Trust as provided by applicable law, including, without limitation,
amounts due and owing the trustees of First Busey Capital Trust, cause the
debentures to be distributed directly to the holders of trust securities in
liquidation of First Busey Capital Trust. See "-- Liquidation Distribution Upon
Termination" beginning on page 24.

     After the liquidation date fixed for any distribution of debentures in
exchange for preferred securities:

     - those trust securities will no longer be deemed to be outstanding;

     - certificates representing debentures in a principal amount equal to the
       liquidation amount of those preferred securities will be issued in
       exchange for the preferred securities certificates;

     - we will use our best efforts to designate the debentures for inclusion on
       Nasdaq or to list them on a national exchange, if the preferred
       securities are then included or listed;

     - any certificates representing trust securities that are not surrendered
       for exchange will be deemed to represent debentures with a principal
       amount equal to the liquidation amount of those preferred securities,
       plus unpaid interest in an amount equal to the accumulated and unpaid
       distributions on the preferred securities and accruing interest at the
       rate provided for in the debentures from the last distribution date on
       the preferred securities; and

     - all rights of the trust security holders other than the right to receive
       debentures upon surrender of a certificate representing trust securities
       will terminate.

     We cannot assure you that the market prices for the preferred securities or
the debentures that may be distributed if a dissolution and liquidation of First
Busey Capital Trust were to occur would be favorable. The preferred securities
that you may purchase, or the debentures that you may receive on dissolution and
liquidation of First Busey Capital Trust, may trade at a discount to the price
that you paid to purchase the preferred securities.

     Redemption upon a Tax Event, Investment Company Event or Capital Treatment
Event. If a Tax Event, an Investment Company Event or a Capital Treatment Event
occurs, we will have the right to redeem the debentures in whole, but not in
part, and thereby cause a mandatory redemption of all of the trust securities at
the redemption price. If one of these events occurs and we do not elect to
redeem the debentures, or to dissolve First Busey Capital Trust and cause the
debentures to be distributed to holders
                                        21
   26

of the trust securities, then the preferred securities will remain outstanding
and additional interest may be payable on the debentures. See "Description of
the Debentures -- Redemption" beginning on page 33.

     "Tax Event" means the receipt by First Busey Capital Trust and us of an
opinion of counsel having a recognized federal tax and securities law practice
stating that there is more than an insubstantial risk that:

     - interest payable by us on the debentures is not, or within 90 days of the
       date of the opinion will not be, deductible by us, in whole or in part,
       for federal income tax purposes;

     - First Busey Capital Trust is, or will be within 90 days after the date of
       the opinion, subject to federal income tax with respect to income
       received or accrued on the debentures; or

     - First Busey Capital Trust is, or will be within 90 days after the date of
       opinion, subject to more than an immaterial amount of other taxes,
       duties, assessments or other governmental charges, as a result of any
       amendment to any tax laws or regulations.

     "Investment Company Event" means the receipt by First Busey Capital Trust
and us of an opinion of counsel having a recognized federal tax and securities
law practice to the effect that First Busey Capital Trust is, or will be,
considered an "investment company" that is required to be registered under the
Investment Company Act, as a result of a change in law or regulation or a change
in interpretation or application of law or regulation. "Capital Treatment Event"
means the receipt by First Busey Capital Trust and us of an opinion of counsel
having a recognized bank regulatory practice to the effect that there is more
than an insubstantial risk of impairment of our ability to treat the preferred
securities as Tier 1 capital for purposes of the current capital adequacy
guidelines of the Federal Reserve, as a result of any amendment to any laws or
any regulations.

     For all of the events described above, we or First Busey Capital Trust must
request and receive an opinion of counsel experienced in such matters with
regard to the event within a reasonable period of time after we become aware of
the possible occurrence of an event of this kind.

     Redemption of Debentures in Exchange for Preferred Securities We
Purchase. Upon prior approval of the Federal Reserve, if required by law or
regulation, we will also have the right at any time, and from time to time, to
redeem debentures in exchange for any preferred securities we may have
repurchased in the market. If we elect to surrender any preferred securities
beneficially owned by us in exchange for redemption of a like amount of
debentures, we will also surrender a proportionate amount of common securities
in exchange for debentures. Neither we nor First Busey Capital Trust will call
for redemption any preferred securities owned by other holders at any time when
we elect to exchange trust securities we own for debentures.

     The common securities we surrender will be in the same proportion to the
preferred securities we surrender as is the ratio of common securities then
outstanding to the preferred securities then outstanding. In exchange for the
trust securities surrendered by us, the property trustee will cause to be
released to us for cancellation debentures with a principal amount equal to the
liquidation amount of the trust securities, plus any accumulated but unpaid
distributions, if any, then held by the property trustee allocable to those
trust securities. After the date of redemption involving an exchange by us, the
trust securities we surrender will no longer be deemed outstanding and the
debentures redeemed in exchange will be cancelled.

REDEMPTION PROCEDURES

     Preferred securities will be redeemed at the redemption price with the
applicable proceeds from our contemporaneous redemption of the debentures.
Redemptions of the preferred securities will be made, and the redemption price
will be payable, on each redemption date only to the extent that First Busey
Capital Trust has funds available for the payment of the redemption price.

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the date of redemption to each holder of trust securities to be
redeemed at its registered address. Unless we default in payment of the
redemption price on the debentures, interest will cease to accumulate on the
debentures called for redemption on and after the date of redemption.
                                        22
   27

     If First Busey Capital Trust gives notice of redemption of its trust
securities, then the property trustee, to the extent funds are available, will
irrevocably deposit with the depositary for the trust securities funds
sufficient to pay the aggregate redemption price and will give the depositary
for the trust securities irrevocable instructions and authority to pay the
redemption price to the holders of the trust securities. See "Book-Entry
Issuance" beginning on page 39. If the preferred securities are no longer in
book-entry only form, the property trustee, to the extent funds are available,
will deposit with the designated paying agent for such preferred securities,
funds sufficient to pay the aggregate redemption price and will give the paying
agent irrevocable instructions and authority to pay the redemption price to the
holders upon surrender of their certificates evidencing the preferred
securities. Notwithstanding the foregoing, distributions payable on or prior to
the date of redemption for any trust securities called for redemption will be
payable to the holders of the trust securities on the relevant record dates for
the related distribution dates.

     If notice of redemption has been given and we have deposited funds as
required, then on the date of the deposit all rights of the holders of the trust
securities called for redemption will cease, except the right to receive the
redemption price, but without interest on such redemption price after the date
of redemption. The trust securities will also cease to be outstanding on the
date of the deposit. If any date fixed for redemption of trust securities is not
a business day, then payment of the redemption price payable on that date will
be made on the next day that is a business day without any additional interest
or other payment in respect of the delay. However, if the next business day is
in the next succeeding calendar year, payment of the interest will be made on
the immediately preceding business day.

     If payment of the redemption price in respect of trust securities called
for redemption is improperly withheld or refused and not paid by First Busey
Capital Trust, or by us pursuant to the guarantee, distributions on the trust
securities will continue to accumulate at the applicable rate from the date of
redemption originally established by First Busey Capital Trust for the trust
securities to the date the redemption price is actually paid. In this case, the
actual payment date will be considered the date fixed for redemption for
purposes of calculating the redemption price. See "Description of the Guarantee"
beginning on page 41.

     Payment of the redemption price on the preferred securities and any
distribution of debentures to holders of preferred securities will be made to
the applicable recordholders as they appear on the register for the preferred
securities on the relevant record date. As long as the preferred securities are
represented by a global security, the record date will be the business day
immediately preceding the date of redemption or liquidation date, as applicable.

     If less than all of the trust securities are to be redeemed, then the
aggregate liquidation amount of the trust securities to be redeemed will be
allocated proportionately to those trust securities based upon the relative
liquidation amounts. The particular preferred securities to be redeemed will be
selected by the property trustee from the outstanding preferred securities not
previously called for redemption by a method the property trustee deems fair and
appropriate. This method may provide for the redemption of portions equal to
$1,000, or a multiple of $1,000, of the liquidation amount of the preferred
securities. The property trustee will promptly notify the registrar for the
preferred securities in writing of the preferred securities selected for
redemption and, in the case of any preferred securities selected for partial
redemption, the liquidation amount to be redeemed.

     Subject to applicable law, and if we are not exercising our right to defer
interest payments on the debentures, we may, at any time, purchase outstanding
preferred securities.

SUBORDINATION OF COMMON SECURITIES

     Payment of distributions on, and the redemption price of, the preferred
securities and common securities of First Busey Capital Trust will be made based
on the liquidation amount of these securities. However, if an event of default
under the indenture has occurred and is continuing, no distributions on or
redemption of the common securities may be made unless payment in full in cash
of all accumulated and unpaid distributions on all of the outstanding preferred
securities for all distribution periods terminating on
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or before that time, or in the case of payment of the redemption price, payment
of the full amount of the redemption price on all of the outstanding preferred
securities then called for redemption, has been made or provided for. All funds
available to the property trustee will first be applied to the payment in full
in cash of all distributions on, or the redemption price of, the preferred
securities then due and payable.

     In the case of the occurrence and continuance of any event of default under
the trust agreement resulting from an event of default under the indenture, we,
as holder of the common securities, will be deemed to have waived any right to
act with respect to that event of default under the trust agreement until the
effect of the event of default has been cured, waived or otherwise eliminated.
Until the event of default under the trust agreement has been so cured, waived
or otherwise eliminated, the property trustee will act solely on behalf of the
holders of the preferred securities and not on our behalf, and only the holders
of the preferred securities will have the right to direct the property trustee
to act on their behalf.

LIQUIDATION DISTRIBUTION UPON TERMINATION

     We will have the right at any time to dissolve, wind-up or terminate First
Busey Capital Trust and cause the debentures to be distributed to the holders of
the preferred securities. This right is subject, however, to us receiving
approval of the Federal Reserve, if required by law or regulation.

     In addition, First Busey Capital Trust will automatically terminate upon
expiration of its term and will terminate earlier on the first to occur of:

     - our bankruptcy, dissolution or liquidation;

     - the distribution of a like amount of the debentures to the holders of
       trust securities, if we have given written direction to the property
       trustee to terminate First Busey Capital Trust;

     - redemption of all of the preferred securities as described on page 21
       under " -- Redemption or Exchange -- Mandatory Redemption"; or

     - the entry of a court order for the dissolution of First Busey Capital
       Trust.

     With the exception of a redemption as described on page 21 under
" -- Redemption or Exchange -- Mandatory Redemption," if an early termination of
First Busey Capital Trust occurs, the trust will be liquidated by the
administrative trustees as expeditiously as they determine to be possible. After
satisfaction of liabilities to creditors of First Busey Capital Trust as
provided by applicable law, the trustees will distribute to the holders of trust
securities, debentures:

     - in an aggregate stated principal amount equal to the aggregate stated
       liquidation amount of the trust securities;

     - with an interest rate identical to the distribution rate on the trust
       securities; and

     - with accrued and unpaid interest equal to accumulated and unpaid
       distributions on the trust securities.

     However, if the property trustee determines that the distribution is not
practical, then the holders of trust securities will be entitled to receive,
instead of debentures, a proportionate amount of the liquidation distribution.
The liquidation distribution will be the amount equal to the aggregate of the
liquidation amount plus accumulated and unpaid distributions to the date of
payment. If the liquidation distribution can be paid only in part because we
have insufficient assets available to pay in full the aggregate liquidation
distribution, then the amounts payable directly by First Busey Capital Trust on
the trust securities will be paid on a proportional basis, based on liquidation
amounts, to us, as the holder of the common securities, and to the holders of
the preferred securities. However, if an event of default under the indenture
has occurred and is continuing, the preferred securities will have a priority
over the common securities. See " -- Subordination of Common Securities" on page
23.

     Under current federal income tax law and interpretations and assuming that
First Busey Capital Trust is treated as a grantor trust, as is expected, a
distribution of the debentures should not be a taxable event

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to holders of the preferred securities. Should there be a change in law, a
change in legal interpretation, a Tax Event or another circumstance, however,
the distribution could be a taxable event to holders of the preferred
securities. See "Material Federal Income Tax Consequences" beginning on page 45.
If we do not elect to redeem the debentures prior to maturity or to liquidate
the trust and distribute the debentures to holders of the preferred securities,
the preferred securities will remain outstanding until the repayment of the
debentures.

     If we elect to dissolve First Busey Capital Trust and thus cause the
debentures to be distributed to holders of the preferred securities in
liquidation of First Busey Capital Trust, we will continue to have the right to
shorten the maturity of the debentures. See "Description of the
Debentures -- General" beginning on page 31.

LIQUIDATION VALUE

     The amount of the liquidation distribution payable on the preferred
securities in the event of any liquidation of First Busey Capital Trust is $10
per preferred security plus accumulated and unpaid distributions to the date of
payment, which may be in the form of a distribution of debentures having a
liquidation value and accrued interest of an equal amount. See "-- Liquidation
Distribution Upon Termination" beginning on page 24.

EVENTS OF DEFAULT; NOTICE

     Any one of the following events constitutes an event of default under the
trust agreement with respect to the preferred securities:

     - the occurrence of an event of default under the indenture, see
       "Description of the Debentures -- Debenture Events of Default" beginning
       on page   ;

     - a default by First Busey Capital Trust in the payment of any distribution
       when it becomes due and payable, and continuation of the default for a
       period of 30 days;

     - a default by First Busey Capital Trust in the payment of any redemption
       price of any of the trust securities when it becomes due and payable;

     - a default in the performance, or breach, in any material respect, of any
       covenant or warranty of the trustees in the trust agreement, other than
       those defaults covered in the previous two points, and continuation of
       the default or breach for a period of 60 days after there has been given,
       by registered or certified mail, to the defaulting trustee(s) by the
       holders of at least 25% in aggregate liquidation amount of the
       outstanding preferred securities, a written notice specifying the default
       or breach and requiring it to be remedied and stating that the notice is
       a "Notice of Default" under the trust agreement; or

     - the occurrence of events of bankruptcy or insolvency with respect to the
       property trustee and our failure to appoint a successor property trustee
       within 60 days.

     Within five business days after the occurrence of any event of default
actually known to the property trustee, the property trustee will transmit
notice of the event of default to the holders of the preferred securities, the
administrative trustees and to us, unless the event of default has been cured or
waived. We and the administrative trustees are required to file annually with
the property trustee a certificate as to whether or not we or they are in
compliance with all applicable conditions and covenants under the trust
agreement.

     If an event of default under the indenture has occurred and is continuing,
the preferred securities will have preference over the common securities upon
termination of First Busey Capital Trust. See "-- Subordination of Common
Securities" and "-- Liquidation Distribution Upon Termination" beginning on page
23. The existence of an event of default under the trust agreement does not
entitle the holders of preferred securities to accelerate the maturity thereof,
unless the event of default is caused by the occurrence

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of an event of default under the indenture and both the indenture trustee and
holders of at least 25% in principal amount of the debentures fail to accelerate
the maturity thereof.

REMOVAL OF THE TRUSTEES

     Unless an event of default under the indenture has occurred and is
continuing, we may remove any trustee at any time. If an event of default under
the indenture has occurred and is continuing, only the holders of a majority in
liquidation amount of the outstanding preferred securities may remove the
property trustee or the Delaware trustee. The holders of the preferred
securities have no right to vote to appoint, remove or replace the trustees.
These rights are vested exclusively with us as the holder of the common
securities. No resignation or removal of a trustee and no appointment of a
successor trustee will be effective until the successor trustee accepts the
appointment in accordance with the trust agreement.

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

     Unless an event of default under the indenture has occurred and is
continuing, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the property of First
Busey Capital Trust may at the time be located, we will have the power to
appoint at any time or times, and upon written request of the property trustee
will appoint, one or more persons or entities either (1) to act as a co-trustee,
jointly with the property trustee, of all or any part of the property of First
Busey Capital Trust, or (2) to act as separate trustee of any property of First
Busey Capital Trust. In either case, these trustees will have the powers that
may be provided in the instrument of appointment, and will have vested in them
any property, title, right or power deemed necessary or desirable, subject to
the provisions of the trust agreement. In case an event of default under the
indenture has occurred and is continuing, the property trustee alone will have
power to make the appointment.

MERGER OR CONSOLIDATION OF TRUSTEES

     Generally, any person or successor to any of the trustees may be a
successor trustee to any of the trustees, including a successor resulting from a
merger or consolidation. However, any successor trustee must meet all of the
qualifications and eligibility standards to act as a trustee.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF FIRST BUSEY CAPITAL
TRUST

     First Busey Capital Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other person, except
as described below. For these purposes, if we consolidate or merge with another
entity, or transfer or sell substantially all of our assets to another entity,
in some cases that transaction may be considered to involve a replacement of
First Busey Capital Trust, and the conditions set forth below would apply to
such transaction. First Busey Capital Trust may, at our request, with the
consent of the administrative trustees and without the consent of the holders of
the preferred securities, the property trustee or the Delaware trustee,
undertake a transaction listed above if the following conditions are met:

     - the successor entity either (1) expressly assumes all of the obligations
       of First Busey Capital Trust with respect to the preferred securities, or
       (2) substitutes for the preferred securities other securities having
       substantially the same terms as the preferred securities, referred to as
       "successor securities," so long as the successor securities rank the same
       in priority as the preferred securities with respect to distributions and
       payments upon liquidation, redemption and otherwise;

     - we appoint a trustee of the successor entity possessing substantially the
       same powers and duties as the property trustee in its capacity as the
       holder of the debentures;

     - the successor securities are listed or traded or will be listed or traded
       on any national securities exchange or other organization on which the
       preferred securities are then listed, if any;

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   31

     - the merger, consolidation, amalgamation, replacement, conveyance,
       transfer or lease does not adversely affect the rights, preferences and
       privileges of the holders of the preferred securities, including any
       successor securities, in any material respect;

     - the successor entity has a purpose substantially identical to that of
       First Busey Capital Trust;

     - prior to the merger, consolidation, amalgamation, replacement,
       conveyance, transfer or lease, we have received an opinion from
       independent counsel that (1) any transaction of this kind does not
       adversely affect the rights, preferences and privileges of the holders of
       the preferred securities, including any successor securities, in any
       material respect, and (2) following the transaction, neither First Busey
       Capital Trust nor the successor entity will be required to register as an
       "investment company" under the Investment Company Act; and

     - we own all of the common securities of the successor entity and guarantee
       the obligations of the successor entity under the successor securities at
       least to the extent provided by the guarantee, the debentures, the trust
       agreement and the expense agreement.

Notwithstanding the foregoing, First Busey Capital Trust may not, except with
the consent of every holder of the preferred securities, enter into any
transaction of this kind if the transaction would cause First Busey Capital
Trust or the successor entity not to be classified as a grantor trust for
federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENT

     Except as described below and under "Description of the Guarantee
 -- Amendments and Assignment" on page 42, and as otherwise required by the
Trust Indenture Act and the trust agreement, the holders of the preferred
securities will have no voting rights.

     The trust agreement may be amended from time to time by us, as holders of
the common securities, and the trustees, without the consent of the holders of
the preferred securities, in the following circumstances:

     - with respect to acceptance of appointment by a successor trustee;

     - to cure any ambiguity, correct or supplement any provisions in the trust
       agreement that may be inconsistent with any other provision, or to make
       any other provisions with respect to matters or questions arising under
       the trust agreement, as long as the amendment is not inconsistent with
       the other provisions of the trust agreement and does not have a material
       adverse effect on the interests of any holder of trust securities; or

     - to modify, eliminate or add to any provisions of the trust agreement if
       necessary to ensure that First Busey Capital Trust will be classified for
       federal income tax purposes as a grantor trust at all times that any
       trust securities are outstanding or to ensure that First Busey Capital
       Trust will not be required to register as an "investment company" under
       the Investment Company Act.

     With the consent of the holders of a majority of the aggregate liquidation
amount of the outstanding trust securities, we and the trustees may amend the
trust agreement if the trustees receive an opinion of counsel to the effect that
the amendment or the exercise of any power granted to the trustees in accordance
with the amendment will not affect First Busey Capital Trust's status as a
grantor trust for federal income tax purposes or First Busey Capital Trust's
exemption from status as an "investment company" under the Investment Company
Act. However, without the consent of each holder of trust securities, the trust
agreement may not be amended to (1) change the amount or timing of any
distribution on the trust securities or otherwise adversely affect the amount of
any distribution required to be made in respect of the trust securities as of a
specified date, or (2) restrict the right of a holder of trust securities to
institute suit for the enforcement of the payment on or after that date.

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     As long as the property trustee holds any debentures, the trustees will
not, without obtaining the prior approval of the holders of a majority in
aggregate liquidation amount of all outstanding preferred securities:

     - direct the time, method and place of conducting any proceeding for any
       remedy available to the indenture trustee, or executing any trust or
       power conferred on the property trustee with respect to the debentures;

     - waive any past default that is waivable under the indenture;

     - exercise any right to rescind or annul a declaration that the principal
       of all the debentures will be due and payable; or

     - consent to any amendment or termination of the indenture or the
       debentures, where the property trustee's consent is required. However,
       where a consent under the Indenture requires the consent of each holder
       of the affected debentures, no consent will be given by the property
       trustee without the prior consent of each holder of the preferred
       securities.

The trustees may not revoke any action previously authorized or approved by a
vote of the holders of the preferred securities except by subsequent vote of the
holders of the preferred securities. The property trustee will notify each
holder of preferred securities of any notice of default with respect to the
debentures. In addition to obtaining the foregoing approvals of the holders of
the preferred securities, prior to taking any of the foregoing actions, the
trustees must obtain an opinion of counsel experienced in these matters to the
effect that First Busey Capital Trust will not be classified as an association
taxable as a corporation for federal income tax purposes on account of the
action.

     Any required approval of holders of trust securities may be given at a
meeting or by written consent. The property trustee will cause a notice of any
meeting at which holders of the trust securities are entitled to vote, or of any
matter upon which action by written consent of the holders is to be taken, to be
given to each holder of record of trust securities.

     No vote or consent of the holders of preferred securities will be required
for First Busey Capital Trust to redeem and cancel its preferred securities in
accordance with the trust agreement.

     Notwithstanding the fact that holders of preferred securities are entitled
to vote or consent under any of the circumstances described above, any of the
preferred securities that are owned by us, the trustees or any of our affiliates
or any trustee, will, for purposes of the vote or consent, be treated as if they
were not outstanding.

GLOBAL PREFERRED SECURITIES

     The preferred securities will be represented by one or more global
preferred securities registered in the name of The Depository Trust Company, New
York, New York, or its nominee. A global preferred security is a security
representing interests of more than one beneficial holder. Ownership of
beneficial interests in the global preferred securities will be reflected in DTC
participant account records through DTC's book-entry transfer and registration
system. Participants are brokers, dealers, or others having accounts with DTC.
Indirect beneficial interests of other persons investing in the preferred
securities will be shown on, and transfers will be effected only through,
records maintained by DTC participants. Except as described below, preferred
securities in definitive form will not be issued in exchange for the global
preferred securities. See "Book-Entry Issuance" beginning on page 39.

     No global preferred security may be exchanged for preferred securities
registered in the names of persons other than DTC or its nominee unless:

     - DTC notifies the indenture trustee that it is unwilling or unable to
       continue as a depositary for the global preferred security and we are
       unable to locate a qualified successor depositary;

     - we execute and deliver to the indenture trustee a written order stating
       that we elect to terminate the book-entry system through DTC; or

     - there shall have occurred and be continuing an event of default under the
       indenture.

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Any global preferred security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for definitive certificates registered in the
names as DTC shall direct. It is expected that the instructions will be based
upon directions received by DTC with respect to ownership of beneficial
interests in the global preferred security. If preferred securities are issued
in definitive form, the preferred securities will be in denominations of $1,000,
and multiples of $1,000, and may be transferred or exchanged at the offices
described below.

     Unless and until it is exchanged in whole or in part for the individual
preferred securities represented thereby, a global preferred security may not be
transferred except as a whole by DTC to a nominee of DTC, by a nominee of DTC to
DTC or another nominee of DTC or by DTC or any nominee to a successor depositary
or any nominee of the successor.

     Payments on global preferred securities will be made to DTC, as the
depositary for the global preferred securities. If the preferred securities are
issued in definitive form, distributions will be payable by check mailed to the
address of record of the persons entitled to the distribution, and the transfer
of the preferred securities will be registrable, and preferred securities will
be exchangeable for preferred securities of other denominations of a like
aggregate liquidation amount, at the corporate office of the property trustee,
or at the offices of any paying agent or transfer agent appointed by the
administrative trustees. In addition, if the preferred securities are issued in
definitive form, the record dates for payment of distributions will be the 15th
day of the month in which the relevant distribution date occurs. For a
description of the terms of DTC arrangements relating to payments, transfers,
voting rights, redemptions and other notices and other matters, see "Book-Entry
Issuance" beginning on page   .

     Upon the issuance of one or more global preferred securities, and the
deposit of the global preferred security with or on behalf of DTC or its
nominee, DTC or its nominee will credit, on its book-entry registration and
transfer system, the respective aggregate liquidation amounts of the individual
preferred securities represented by the global preferred security to the
designated accounts of persons that participate in the DTC system. These
participant accounts will be designated by the dealers, underwriters or agents
selling the preferred securities. Ownership of beneficial interests in a global
preferred security will be limited to persons or entities having an account with
DTC or who may hold interests through participants. With respect to interests of
any person or entity that is a DTC participant, ownership of beneficial
interests in a global preferred security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by DTC or its
nominee. With respect to persons or entities who hold interests in a global
preferred security through a participant, the interest and any transfer of the
interest will be shown only on the participant's records. The laws of some
states require that certain purchasers of securities take physical delivery of
securities in definitive form. These laws may impair the ability to transfer
beneficial interests in a global preferred security.

     So long as DTC or another depositary, or its nominee, is the registered
owner of the global preferred security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the preferred
securities represented by the global preferred security for all purposes under
the trust agreement. Except as described in this prospectus, owners of
beneficial interests in a global preferred security will not be entitled to have
any of the individual preferred securities represented by the global preferred
security registered in their names, will not receive or be entitled to receive
physical delivery of any of the preferred securities in definitive form and will
not be considered the owners or holders of the preferred securities under the
trust agreement.

     None of us, the property trustee, any paying agent or the securities
registrar for the preferred securities will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of the global preferred security representing the
preferred securities or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.

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     We expect that DTC or its nominee, upon receipt of any payment of the
liquidation amount or distributions in respect of a global preferred security,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interest in the aggregate
liquidation amount of the global preferred security as shown on the records of
DTC or its nominee. We also expect that payments by participants to owners of
beneficial interests in the global preferred security held through the
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name." The payments will be the responsibility of
the participants. See "Book-Entry Issuance" beginning on page 39.

PAYMENT AND PAYING AGENCY

     Payments in respect of the preferred securities shall be made to DTC, which
shall credit the relevant accounts of participants on the applicable
distribution dates, or, if any of the preferred securities are not held by DTC,
the payments shall be made by check mailed to the address of the holder as
listed on the register of holders of the preferred securities. The paying agent
for the preferred securities will initially be the property trustee and any
co-paying agent chosen by the property trustee and acceptable to us and the
administrative trustees. The paying agent for the preferred securities may
resign as paying agent upon 30 days' written notice to the administrative
trustees, the property trustee and us. If the property trustee no longer is the
paying agent for the preferred securities, the administrative trustees will
appoint a successor to act as paying agent. The successor must be a bank or
trust company acceptable to us and the property trustee.

REGISTRAR AND TRANSFER AGENT

     The property trustee will act as the registrar and the transfer agent for
the preferred securities. Registration of transfers of preferred securities will
be effected without charge by or on behalf of First Busey Capital Trust, but
upon payment of any tax or other governmental charges that may be imposed in
connection with any transfer or exchange. First Busey Capital Trust and its
registrar and transfer agent will not be required to register or cause to be
registered the transfer of preferred securities after they have been called for
redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

     The property trustee undertakes to perform only the duties set forth in the
trust agreement and as required by the Trust Indenture Act. After the occurrence
of an event of default that is continuing, the property trustee must exercise
the same degree of care and skill as a prudent person exercises or uses in the
conduct of his or her own affairs. The property trustee is under no obligation
to exercise any of the powers vested in it by the trust agreement at the request
of any holder of preferred securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred. If no event
of default under the trust agreement has occurred and is continuing and the
property trustee is required to decide between alternative causes of action,
construe ambiguous or inconsistent provisions in the trust agreement or is
unsure of the application of any provision of the trust agreement, and the
matter is not one on which holders of preferred securities are entitled to vote,
then the property trustee will take the action directed in writing by us. If the
property trustee is not so directed, then it will take the action it deems
advisable and in the best interests of the holders of the trust securities and
will have no liability except for its own bad faith, negligence or willful
misconduct.

MISCELLANEOUS

     The administrative trustees are authorized and directed to conduct the
affairs of and to operate First Busey Capital Trust in such a way that:

     - First Busey Capital Trust will not be deemed to be an "investment
       company" required to be registered under Investment Company Act;

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     - First Busey Capital Trust will not be classified as an association
       taxable as a corporation for federal income tax purposes; and

     - the debentures will be treated as indebtedness incurred by us for federal
       income tax purposes.

In this regard, we and the administrative trustees are authorized to take any
action not inconsistent with applicable law, the certificate of trust or the
necessary or desirable for these purposes.

     Holders of the preferred securities have no preemptive or similar rights.
The trust agreement and the trust securities will be governed by Delaware law.

                         DESCRIPTION OF THE DEBENTURES

     Concurrently with the issuance of the preferred securities, First Busey
Capital Trust will invest the proceeds from the sale of the trust securities in
the debentures issued by us. The debentures will be issued as unsecured debt
under the indenture between us and Wilmington Trust Company, as indenture
trustee. The indenture will be qualified under the Trust Indenture Act.

     The following discussion contains a description of the material provisions
of the debentures and is subject to, and is qualified in its entirety by
reference to, the indenture and to the Trust Indenture Act. We urge prospective
investors to read the form of the indenture, which is filed as an exhibit to the
registration statement of which this prospectus forms a part.

GENERAL

     The debentures will be limited in aggregate principal amount to
$20,618,560, or $23,711,340 if the underwriters' over-allotment option is
exercised in full. This amount represents the sum of the aggregate stated
liquidation amounts of the trust securities. The debentures will bear interest
at the annual rate of      % of the principal amount. The interest will be
payable quarterly on March 30, June 30, September 30 and December 30 of each
year, beginning September 30, 2001, to the person in whose name each debenture
is registered at the close of business on the 15th day of the month in which the
relevant distribution occurs. It is anticipated that, until the liquidation, if
any, of the trust, the debentures will be held in the name of the property
trustee in trust for the benefit of the holders of the trust securities.

     The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. If any date on which interest is
payable on the debentures is not a business day, then payment of interest will
be made on the next day that is a business day without any additional interest
or other payment in respect of the delay. However, if the next business day is
in the next calendar year, payment of interest will be made on the immediately
preceding business day. Accrued interest that is not paid on the applicable
interest payment date will bear additional interest on the amount due at the
annual rate of      %, compounded quarterly.

     The debentures will mature on             , 2031, the stated maturity date.
We may shorten this date once at any time to any date after             , 2006,
subject to the prior approval of the Federal Reserve, if required by law or
regulation.

     We will give notice to the indenture trustee and the holders of the
debentures, no more than 180 days and no less than 30 days prior to the
effectiveness of any change in the stated maturity date. We will not have the
right to redeem the debentures from First Busey Capital Trust until after
            , 2006, except if (1) a Tax Event, an Investment Company Event or a
Capital Treatment Event, which terms are defined on pages   , has occurred, or
(2) we repurchase preferred securities in the market, in which case we can elect
to redeem debentures specifically in exchange for a like amount of preferred
securities owned by us plus a proportionate amount of common securities.

     The debentures will be unsecured and will rank junior to all of our senior
and subordinated debt, including indebtedness we may incur in the future.
Because we are a holding company, our right to participate in any distribution
of assets of any of our subsidiaries, upon any subsidiary's liquidation or

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reorganization or otherwise, and thus the ability of holders of the debentures
to benefit indirectly from any distribution by a subsidiary, is subject to the
prior claim of creditors of the subsidiary, except to the extent that we may be
recognized as a creditor of the subsidiary. The debentures will, therefore, be
effectively subordinated to all existing and future liabilities of our
subsidiaries, and holders of debentures should look only to our assets for
payment. The indenture does not limit our ability to incur or issue secured or
unsecured senior and junior debt. See " -- Subordination" beginning on page 34.

     The indenture does not contain provisions that afford holders of the
debentures protection in the event of a highly leveraged transaction or other
similar transaction involving us, nor does it require us to maintain or achieve
any financial performance levels or to obtain or maintain any credit rating on
the debentures.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

     As long as no event of default under the indenture has occurred and is
continuing, we have the right under the indenture to defer the payment of
interest on the debentures at any time for a period not exceeding 20 consecutive
quarters. However, no extension period may extend beyond the stated maturity of
the debentures or end on a date other than a date interest is normally due. At
the end of an extension period, we must pay all interest then accrued and
unpaid, together with interest thereon at the annual rate of      %, compounded
quarterly. During an extension period, interest will continue to accrue and
holders of debentures, or the holders of preferred securities if they are then
outstanding, will be required to accrue and recognize as income for federal
income tax purposes the accrued but unpaid interest amounts in the year in which
such amounts accrued. See "Material Federal Income Tax Consequences" beginning
on page 45.

     During an extension period, we may not:

     - declare or pay any dividends or distributions on, or redeem, purchase,
       acquire or make a liquidation payment with respect to, any of our capital
       stock, other than stock dividends, non-cash dividends in connection with
       the implementation of a stockholders' rights plan, purchases of common
       stock in connection with employee benefit plans or in connection with the
       reclassification of any class of capital stock into another class of
       capital stock, or allow any of our direct or indirect subsidiaries to do
       the same with respect to their capital stock, other than payment of
       dividends or distributions to us or to any of our direct or indirect
       subsidiaries;

     - make, or allow any of our direct or indirect subsidiaries to make, any
       payment of principal, interest or premium on, or repay, repurchase or
       redeem any debt securities issued by us that rank equally with or junior
       to the debentures;

     - make, or allow any of our direct or indirect subsidiaries to make, any
       guarantee payments with respect to any other guarantee by us of any other
       debt securities of any of our direct or indirect subsidiaries if the
       guarantee ranks equally with or junior to the debentures, other than
       payments under the guarantee; or

     - redeem, purchase or acquire less than all of the debentures or any of the
       preferred securities.

     Prior to the termination of any extension period, so long as no event of
default under the indenture is continuing, we may further defer the payment of
interest subject to the above stated requirements. Upon the termination of any
extension period and the payment of all amounts then due, we may elect to begin
a new extension period at any time. We do not currently intend to exercise our
right to defer payments of interest on the debentures.

     We must give the property trustee, the administrative trustees and the
indenture trustee notice of our election of an extension period at least two
business days prior to the earlier of (1) the next date on which distributions
on the trust securities would have been payable except for the election to begin
an extension period, or (2) the date we are required to give notice of the
record date, or the date the distributions are

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payable, to Nasdaq, or other applicable exchange of self-regulatory
organization, or to holders of the preferred securities, but in any event at
least one business day prior to the record date.

     Other than as described above, there is no limitation on the number of
times that we may elect to begin an extension period.

ADDITIONAL SUMS TO BE PAID AS A RESULT OF ADDITIONAL TAXES

     If First Busey Capital Trust is required to pay any additional taxes,
duties, assessments or other governmental charges as a result of the occurrence
of a Tax Event, we will pay as additional interest on the debentures any amounts
which may be required so that the net amounts received and retained by First
Busey Capital Trust after paying any additional taxes, duties, assessments or
other governmental charges will not be less than the amounts First Busey Capital
Trust would have received had the additional taxes, duties, assessments or other
governmental charges not been imposed.

REDEMPTION

     Subject to prior approval of the Federal Reserve, if required by law or
regulation, we may redeem the debentures prior to maturity:

     - on or after             , 2006, in whole at any time or in part from time
       to time;

     - in whole at any time within 180 days following the occurrence of a Tax
       Event, an Investment Company Event or a Capital Treatment Event; or

     - at any time to the extent of any preferred securities we purchase, plus a
       proportionate amount of the common securities we hold.

     In each case we will pay a redemption price equal to the accrued and unpaid
interest on the debentures so redeemed to the date fixed for redemption, plus
100% of the principal amount of the redeemed debentures.

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of debentures to be redeemed
at its registered address. Redemption of less than all outstanding debentures
must be effected proportionately, by lot or in any other manner deemed to be
fair and appropriate by the indenture trustee. Unless we default in payment of
the redemption price for the debentures, on and after the redemption date
interest will no longer accrue on the debentures or the portions of the
debentures called for redemption.

     The debentures will not be subject to any sinking fund.

DISTRIBUTION UPON LIQUIDATION

     As described on page 24 under "Description of the Preferred
Securities -- Liquidation Distribution Upon Termination," under certain
circumstances and with the Federal Reserve's approval, the debentures may be
distributed to the holders of the preferred securities in liquidation of First
Busey Capital Trust after satisfaction of liabilities to creditors of First
Busey Capital Trust. If this occurs, we will use our best efforts to designate
the debentures for inclusion on Nasdaq or to list them on a national exchange,
if the preferred securities are then included or listed. There can be no
assurance as to the market price of any debentures that may be distributed to
the holders of preferred securities.

RESTRICTIONS ON PAYMENTS

     We are restricted from making certain payments (as described below) if we
have chosen to defer payment of interest on the debentures, if an event of
default has occurred and is continuing under the indenture, or if we are in
default with respect to our obligations under the guarantee.

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     If any of these events occur, we may not:

     - declare or pay any dividends or distributions on, or redeem, purchase,
       acquire, or make a liquidation payment with respect to, any of our
       capital stock, other than stock dividends, non-cash dividends in
       connection with the implementation of a stockholders' rights plan,
       purchases of common stock in connection with employee benefit plans or in
       connection with the reclassification of any class of our capital stock
       into another class of capital stock, or allow any of our direct or
       indirect subsidiaries to do the same with respect to their capital stock,
       other than payment of dividends or distributions to us or to any of our
       direct or indirect subsidiaries;

     - make, or allow any of our direct or indirect subsidiaries to make, any
       payment of principal, interest or premium on, or repay or repurchase or
       redeem any of our debt securities that rank equally with or junior to the
       debentures;

     - make, or allow any of our direct or indirect subsidiaries to make, any
       guarantee payments with respect to any guarantee by us of the debt
       securities of any of our direct or indirect subsidiaries if the guarantee
       ranks equally with or junior to the debentures, other than payments under
       the guarantee; or

     - redeem, purchase or acquire less than all of the debentures or any of the
       preferred securities.

SUBORDINATION

     The debentures are subordinated and junior in right of payment to all of
our senior and subordinated debt, as defined below. Upon any payment or
distribution of assets to creditors upon any liquidation, dissolution, winding
up or reorganization of our company, whether voluntary or involuntary in
bankruptcy, insolvency, receivership or other proceedings in connection with any
insolvency or bankruptcy proceedings, the holders of our senior and subordinated
debt will first be entitled to receive payment in full of principal and interest
before the holders of debentures will be entitled to receive or retain any
payment in respect of the debentures.

     If the maturity of any debentures is accelerated, the holders of all of our
senior and subordinated debt outstanding at the time of the acceleration will
also be entitled to first receive payment in full of all amounts due to them,
including any amounts due upon acceleration, before the holders of the
debentures will be entitled to receive or retain any principal or interest
payments on the debentures.

     No payments of principal or interest on the debentures may be made if there
has occurred and is continuing a default in any payment with respect to any of
our senior or subordinated debt or an event of default with respect to any of
our senior or subordinated debt resulting in the acceleration of the maturity of
the senior or subordinated debt, or if any judicial proceeding is pending with
respect to any default.

     The term "debt" means, with respect to any person, whether recourse is to
all, or a portion, of the assets of the person and whether or not contingent:

     - every obligation of the person for money borrowed;

     - every obligation of the person evidenced by bonds, debentures, notes or
       other similar instruments, including obligations incurred in connection
       with the acquisition of property, assets or businesses;

     - every reimbursement obligation of the person with respect to letters of
       credit, bankers' acceptances or similar facilities issued for the account
       of the person;

     - every obligation of the person issued or assumed as the deferred purchase
       price of property or services, excluding trade accounts payable or
       accrued liabilities arising in the ordinary course of business;

     - every capital lease obligation of the person; and

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   39

     - every obligation of the type referred to in the first five points of
       another person and all dividends of another person the payment of which,
       in either case, the first person has guaranteed or is responsible or
       liable, directly or indirectly, as obligor or otherwise.

     The term "senior debt" means the principal of, and premium and interest,
including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to us, on, debt, whether incurred on or prior to
the date of the indenture or incurred after such date. However, senior debt will
not be deemed to include:

     - any debt where it is provided in the instrument creating the debt that
       the obligations are not superior in right of payment to the debentures or
       to other debt which is equal with, or subordinated to, the debentures;

     - any of our debt that when incurred and without regard to any election
       under the federal bankruptcy laws, was without recourse to us;

     - any debt of ours to any of our non-bank subsidiaries;

     - any debt to any of our employees;

     - any debt that by its terms is subordinated to trade accounts payable or
       accrued liabilities arising in the ordinary course of business to the
       extent that payments made to the holders of the debt by the holders of
       the debentures as a result of the subordination provisions of the
       indenture would be greater than they otherwise would have been as a
       result of any obligation of the holders to pay amounts over to the
       obligees on the trade accounts payable or accrued liabilities arising in
       the ordinary course of business as a result of subordination provisions
       to which the debt is subject; and

     - debt which constitutes subordinated debt.

     The term "subordinated debt" means the principal of, and premium and
interest, including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to us, on, debt. Subordinated debt
includes debt incurred on or prior to the date of the indenture or thereafter
incurred, which is by its terms expressly provided to be junior and subordinate
to other debt of ours, other than the debentures. However, subordinated debt
will not be deemed to include:

     - any of our debt that when incurred and without regard to any election
       under the federal bankruptcy laws was without recourse to us;

     - any debt of ours to any of our subsidiaries;

     - any debt to any of our employees;

     - any debt which by its terms is subordinated to trade accounts payable or
       accrued liabilities arising in the ordinary course of business to the
       extent that payments made to the holders of the debt by the holders of
       the debentures as a result of the subordination provisions of the
       indenture would be greater than they otherwise would have been as a
       result of any obligation of the holders to pay amounts over to the
       obligees on the trade accounts payable or accrued liabilities arising in
       the ordinary course of business as a result of subordination provisions
       to which the debt is subject;

     - debt which constitutes senior debt; and

     - any debt of ours under debt securities (and guarantees in respect of
       these debt securities) initially issued to any trust, or a trustee of a
       trust, partnership or other entity affiliated with us that is, directly
       or indirectly, our finance subsidiary in connection with the issuance by
       that entity of preferred securities or other securities which are
       intended to qualify for Tier 1 capital treatment.

     We expect from time to time to incur additional indebtedness, and there is
no limitation under the indenture on the amount of indebtedness we may incur. We
had consolidated senior debt of approximately $73.0 million outstanding
principal amount at March 31, 2001. Although we expect to repay

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approximately $18.9 million of our short-term borrowings from the sale of the
debentures, we expect to incur additional senior or subordinated debt in the
future.

PAYMENT AND PAYING AGENTS

     Generally, payment of principal of and interest on the debentures will be
made at the office of the indenture trustee in Wilmington, Delaware. However, we
have the option to make payment of any interest by (1) check mailed to the
address of the person entitled to payment at the address listed in the register
of holders of the debentures, or (2) wire transfer to an account maintained by
the person entitled thereto as specified in the register of holders of the
debentures, if proper transfer instructions have been received by the applicable
record date. Payment of any interest on debentures will be made to the person in
whose name the debenture is registered at the close of business on the regular
record date for the interest payment, except in the case of defaulted interest.

     Any moneys deposited with the indenture trustee or any paying agent for the
debentures, or then held by us in trust, for the payment of the principal of or
interest on the debentures and remaining unclaimed for two years after the
principal or interest has become due and payable, will be repaid to us on June
30 of each year. If we hold any of this money in trust, then it will be
discharged from First Busey Capital Trust to us and the holder of the debenture
will thereafter look, as a general unsecured creditor, only to us for payment.

REGISTRAR AND TRANSFER AGENT

     The indenture trustee will act as the registrar and the transfer agent for
the debentures. Debentures may be presented for registration of transfer, with
the form of transfer endorsed thereon, or a satisfactory written instrument of
transfer, duly executed, at the office of the registrar. Provided that we
maintain a transfer agent in Wilmington, Delaware or New York, New York, we may
rescind the designation of any transfer agent or approve a change in the
location through which any transfer agent acts. We may at any time designate
additional transfer agents with respect to the debentures.

     If we redeem any of the debentures, neither we nor the indenture trustee
will be required to (1) issue, register the transfer of or exchange any
debentures during a period beginning at the opening of business 15 days before
the day of the mailing of and ending at the close of business on the day of the
mailing of the relevant notice of redemption, or (2) transfer or exchange any
debentures so selected for redemption, except, in the case of any debentures
being redeemed in part, any portion not to be redeemed.

MODIFICATION OF INDENTURE

     We and the indenture trustee may, from time to time without the consent of
the holders of the debentures, amend, waive our rights under or supplement the
indenture for purposes which do not materially adversely affect the rights of
the holders of the debentures. Other changes may be made by us and the indenture
trustee with the consent of the holders of a majority in total principal amount
of the outstanding debentures. However, without the consent of the holder of
each outstanding debenture affected by the proposed modification, no
modification may:

     - extend the maturity date of the debentures;

     - reduce the principal amount or the rate or extend the time of payment of
       interest; or

     - reduce the percentage of principal amount of debentures required to amend
       the indenture.

     As long as any of the preferred securities remain outstanding, no
modification of the indenture may be made that requires the consent of the
holders of the debentures, no termination of the indenture may occur, and no
waiver of any event of default under the indenture may be effective, without the
prior consent of the holders of a majority of the aggregate liquidation amount
of the preferred securities.

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DEBENTURE EVENTS OF DEFAULT

     The indenture provides that any one or more of the following events with
respect to the debentures constitutes an event of default under the indenture:

     - our failure to pay any interest on the debentures for 30 days after the
       due date, except where we have properly extended the interest payment;

     - our failure to pay any principal on the debentures when due whether at
       maturity, upon redemption or otherwise;

     - our failure to observe or perform in any material respect any other
       covenants or agreements contained in the indenture for 90 days after
       written notice to us from the indenture trustee or the holders of at
       least 25% in aggregate outstanding principal amount of the debentures; or

     - our bankruptcy, insolvency or reorganization or dissolution of First
       Busey Capital Trust (except for certain transactions specifically
       permitted by the trust agreement).

     The holders of a majority of the aggregate outstanding principal amount of
the debentures have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the indenture trustee. The indenture
trustee, or the holders of at least 25% in aggregate outstanding principal
amount of the debentures, may declare the principal due and payable immediately
upon an event of default under the indenture. The holders of a majority of the
outstanding principal amount of the debentures may rescind and annul the
declaration and waive the default if the default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration, has been deposited with the indenture trustee.
The holders may not annul the declaration and waive a default if the default is
the non-payment of the principal of the debentures which has become due solely
by the acceleration. Should the holders of the debentures fail to annul the
declaration and waive the default, the holders of at least 25% in aggregate
liquidation amount of the preferred securities will have this right.

     If an event of default under the indenture has occurred and is continuing,
the property trustee will have the right to declare the principal of and the
interest on the debentures, and any other amounts payable under the indenture,
to be immediately due and payable and to enforce its other rights as a creditor
with respect to the debentures.

     We are required to file annually with the indenture trustee a certificate
as to whether or not we are in compliance with all of the conditions and
covenants applicable to us under the indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF THE PREFERRED SECURITIES

     If an event of default under the indenture has occurred and is continuing
and the event is attributable to the failure by us to pay interest on or
principal of the debentures on the date on which the payment is due and payable,
then a holder of preferred securities may institute a direct action against us
to compel us to make the payment. We may not amend the indenture to remove the
foregoing right to bring a direct action without the prior written consent of
all of the holders of the preferred securities. If the right to bring a direct
action is removed, First Busey Capital Trust may become subject to the reporting
obligations under the Exchange Act.

     The holders of the preferred securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraph,
available to the holders of the debentures unless there has been an event of
default under the trust agreement. See "Description of the Preferred
Securities -- Events of Default; Notice" on page 25.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

     We may not consolidate with or merge into any other entity or convey or
transfer our properties and assets substantially as an entirety to any entity,
and no entity may be consolidated with or merged into us

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   42

or sell, convey, transfer or otherwise dispose of its properties and assets
substantially as an entirety to us, unless:

     - if we consolidate with or merge into another person or convey or transfer
       our properties and assets substantially as an entirety to any person, the
       successor person is organized under the laws of the United States or any
       state or the District of Columbia, and the successor person expressly
       assumes by supplemental indenture our obligations on the debentures;

     - immediately after the transaction, no event of default under the
       indenture, and no event which, after notice or lapse of time, or both,
       would become an event of default under the indenture, has occurred and is
       continuing; and

     - certain other conditions as prescribed in the indenture are satisfied.

     Under certain circumstances, if we consolidate or merge with another
entity, or transfer or sell substantially all of our assets to another entity,
such transaction may be considered to involve a replacement of First Busey
Capital Trust, and the provisions of the trust agreement relating to a
replacement of First Busey Capital Trust would apply to such transaction. See
"Description of the Preferred Securities -- Mergers, Consolidations,
Amalgamations or Replacements of First Busey Capital Trust" beginning on page
26.

SATISFACTION AND DISCHARGE

     The indenture will cease to be of further effect and we will be deemed to
have satisfied and discharged our obligations under the indenture when all
debentures not previously delivered to the indenture trustee for cancellation:

     - have become due and payable; or

     - will become due and payable at their stated maturity within one year or
       are to be called for redemption within one year, and we deposit or cause
       to be deposited with the indenture trustee funds, in trust, for the
       purpose and in an amount sufficient to pay and discharge the entire
       indebtedness on the debentures not previously delivered to the indenture
       trustee for cancellation, for the principal and interest due to the date
       of the deposit or to the stated maturity or redemption date, as the case
       may be.

     We may still be required to provide officers' certificates, opinions of
counsel and pay fees and expenses due after these events occur.

GOVERNING LAW

     The indenture and the debentures will be governed by and construed in
accordance with Illinois law.

INFORMATION CONCERNING THE INDENTURE TRUSTEE

     The indenture trustee is subject to all the duties and responsibilities
specified with respect to an indenture trustee under the Trust Indenture Act.
Subject to these provisions, the indenture trustee is under no obligation to
exercise any of the powers vested in it by the indenture at the request of any
holder of debentures, unless offered reasonable security or indemnity by the
holder against the costs, expenses and liabilities which might be incurred. The
indenture trustee is not required to expend or risk its own funds or otherwise
incur personal financial liability in the performance of its duties if the
indenture trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.

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MISCELLANEOUS

     We have agreed, pursuant to the indenture, for so long as preferred
securities remain outstanding:

     - to maintain directly or indirectly 100% ownership of the common
       securities of First Busey Capital Trust, except that certain successors
       that are permitted pursuant to the indenture may succeed to our ownership
       of the common securities;

     - not to voluntarily terminate, wind up or liquidate First Busey Capital
       Trust without prior approval of the Federal Reserve, if required by law
       or regulation;

     - to use our reasonable efforts to cause First Busey Capital Trust (1) to
       remain a business trust, and to avoid involuntary termination, winding up
       or liquidation, except in connection with a distribution of debentures,
       the redemption of all of the trust securities or mergers, consolidations
       or amalgamations, each as permitted by the trust agreement, and (2) to
       otherwise continue not to be treated as an association taxable as a
       corporation or a partnership for federal income tax purposes;

     - to use our reasonable efforts to cause each holder of trust securities to
       be treated as owning an individual beneficial interest in the debentures;

     - to use our reasonable efforts to maintain the eligibility of the
       preferred securities for quotation or listing on any national securities
       exchange or other organization for as long as the preferred securities
       are outstanding; and

     - not to issue directly or indirectly additional trust preferred securities
       that are senior in right of payment to the preferred securities.

                              BOOK-ENTRY ISSUANCE

GENERAL

     DTC will act as securities depositary for the preferred securities and may
act as securities depositary for all of the debentures in the event of the
distribution of the debentures to the holders of preferred securities. Except as
described below, the preferred securities will be issued only as registered
securities in the name of Cede & Co., as DTC's nominee. One or more global
preferred securities will be issued for the preferred securities and will be
deposited with DTC.

     DTC is a limited purpose trust company organized under New York banking
law, a "banking organization" within the meaning of the New York banking law, a
member of the Federal Reserve, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to Section 17A of the Exchange Act. DTC holds securities that its
participants deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its direct participants and by the
New York Stock Exchange, the American Stock Exchange and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to indirect participants, such as securities brokers and dealers,
banks and trust companies that clear through or maintain custodial relationships
with direct participants, either directly or indirectly. The rules applicable to
DTC and its participants are on file with the SEC.

     Purchases of preferred securities within the DTC system must be made by or
through direct participants, which will receive a credit for the preferred
securities on the DTC's records. The ownership interest of each actual purchaser
of each preferred security is in turn to be recorded on the direct and indirect
participants' records. These beneficial owners will not receive written
confirmation from DTC of their purchases, but beneficial owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the direct or indirect participants
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through which the beneficial owners purchased preferred securities. Transfers of
ownership interests in the preferred securities are to be accomplished by
entries made on the books of participants acting on behalf of beneficial owners.
Beneficial owners will not receive certificates representing their ownership
interest in preferred securities, except if use of the book-entry-only system
for the preferred securities is discontinued.

     DTC will have no knowledge of the actual beneficial owners of the preferred
securities; DTC's records reflect only the identity of the direct participants
to whose accounts the preferred securities are credited, which may or may not be
the beneficial owners. The participants will remain responsible for keeping
account of their holdings on behalf of their customers.

     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be accurate, but we and First
Busey Capital Trust assume no responsibility for the accuracy thereof. Neither
we nor First Busey Capital Trust have any responsibility for the performance by
DTC or its participants of their respective obligations as described in this
prospectus or under the rules and procedures governing their respective
operations.

NOTICES AND VOTING

     Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.

     Redemption notices will be sent to Cede & Co. as the registered holder of
the preferred securities. If less than all of the preferred securities are being
redeemed, the amount to be redeemed will be determined in accordance with the
trust agreement.

     Although voting with respect to the preferred securities is limited to the
holders of record of the preferred securities, in those instances in which a
vote is required, neither DTC nor Cede & Co. will itself consent or vote with
respect to preferred securities. Under its usual procedures, DTC would mail an
omnibus proxy to the property trustee as soon as possible after the record date.
The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those
direct participants to whose accounts the preferred securities are credited on
the record date.

DISTRIBUTION OF FUNDS

     The property trustee will make distributions on the preferred securities to
DTC. DTC's practice is to credit direct participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on the
payment date. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices and will be the responsibility of
the participant and not of DTC, the property trustee, First Busey Capital Trust
or us, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of distributions to DTC is the responsibility of the
property trustee, disbursement of the payments to direct participants is the
responsibility of DTC, and disbursements of the payments to the beneficial
owners is the responsibility of direct and indirect participants.

SUCCESSOR DEPOSITARIES AND TERMINATION OF BOOK-ENTRY SYSTEM

     DTC may discontinue providing its services with respect to any of the
preferred securities at any time by giving reasonable notice to the property
trustee or us. If no successor securities depositary is obtained, definitive
certificates representing the preferred securities are required to be printed
and delivered. We also have the option to discontinue use of the system of
book-entry transfers through DTC, or a successor depositary. After an event of
default under the indenture, the holders of a majority in liquidation amount of
preferred securities may determine to discontinue the system of book-entry
transfers through DTC. In these events, definitive certificates for the
preferred securities will be printed and delivered.

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                          DESCRIPTION OF THE GUARANTEE

     The preferred securities guarantee agreement will be executed and delivered
by us concurrently with the issuance of the preferred securities for the benefit
of the holders of the preferred securities. The guarantee agreement will be
qualified as an indenture under the Trust Indenture Act. Wilmington Trust
Company, the guarantee trustee, will act as trustee for purposes of complying
with the provisions of the Trust Indenture Act, and will also hold the guarantee
for the benefit of the holders of the preferred securities.

     The following discussion contains a description of the material provisions
of the guarantee and is subject to, and is qualified in its entirety by
reference to, the guarantee agreement and to the Trust Indenture Act. We urge
prospective investors to read the form of the guarantee agreement, which is
filed as an exhibit to the registration statement of which this prospectus forms
a part.

GENERAL

     We agree to pay in full on a subordinated basis, to the extent described in
the guarantee agreement, the guarantee payments, as defined below, to the
holders of the preferred securities, as and when due, regardless of any defense,
right of set-off or counterclaim that First Busey Capital Trust may have or
assert other than the defense of payment.

     The following payments with respect to the preferred securities are called
the "guarantee payments" and, to the extent not paid or made by First Busey
Capital Trust and to the extent that First Busey Capital Trust has funds
available for those distributions, will be subject to the guarantee:

     - any accumulated and unpaid distributions required to be paid on the
       preferred securities;

     - with respect to any preferred securities called for redemption, the
       redemption price; and

     - upon a voluntary or involuntary dissolution, winding up or termination of
       First Busey Capital Trust, other than in connection with the distribution
       of debentures to the holders of preferred securities in exchange for
       preferred securities, the lesser of:

        (1) the amount of the liquidation distribution; or

        (2) the amount of assets of First Busey Capital Trust remaining
            available for distribution to holders of preferred securities in
            liquidation of the trust.

We may satisfy our obligations to make a guarantee payment by making a direct
payment of the required amounts to the holders of the preferred securities or by
causing First Busey Capital Trust to pay the amounts to the holders.

     The guarantee agreement is a guarantee, on a subordinated basis, of the
guarantee payments, but the guarantee only applies to the extent First Busey
Capital Trust has funds available for those distributions. If we do not make
interest payments on the debentures purchased by First Busey Capital Trust,
First Busey Capital Trust will not have funds available to make the
distributions and will not pay distributions on the preferred securities.

STATUS OF THE GUARANTEE

     The guarantee constitutes our unsecured obligation that ranks subordinate
and junior in right of payment to all of our senior and subordinated debt in the
same manner as the debentures. We expect to incur additional indebtedness in the
future, although we have no specific plans in this regard presently, and neither
the indenture nor the trust agreement limits the amounts of the obligations that
we may incur.

     The guarantee constitutes a guarantee of payment and not of collection. If
we fail to make guarantee payments when required, holders of preferred
securities may institute a legal proceeding directly against us to enforce their
rights under the guarantee without first instituting a legal proceeding against
any other person or entity.

                                        41
   46

     The guarantee will not be discharged except by payment of the guarantee
payments in full to the extent not paid by First Busey Capital Trust or upon
distribution of the debentures to the holders of the preferred securities.
Because we are a holding company, our right to participate in any distribution
of assets of any subsidiary upon the subsidiary's liquidation or reorganization
or otherwise is subject to the prior claims of creditors of that subsidiary,
except to the extent we may be recognized as a creditor of that subsidiary. Our
obligations under the guarantee, therefore, will be effectively subordinated to
all existing and future liabilities of our subsidiaries, and claimants should
look only to our assets for payments under the guarantee.

AMENDMENTS AND ASSIGNMENT

     Except with respect to any changes that do not materially adversely affect
the rights of holders of the preferred securities, in which case no vote will be
required, the guarantee may be amended only with the prior approval of the
holders of a majority of the aggregate liquidation amount of the outstanding
preferred securities. See "Description of the Preferred Securities -- Voting
Rights; Amendment of Trust Agreement" beginning on page 27.

EVENTS OF DEFAULT; REMEDIES

     An event of default under the guarantee agreement will occur upon our
failure to make any required guarantee payments or to perform any other
obligations under the guarantee. The holders of a majority in aggregate
liquidation amount of the preferred securities will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the guarantee trustee in respect of the guarantee and may direct the exercise of
any power conferred upon the guarantee trustee under the guarantee agreement.

     Any holder of preferred securities may institute and prosecute a legal
proceeding directly against us to enforce its rights under the guarantee without
first instituting a legal proceeding against the trust, the guarantee trustee or
any other person or entity.

     We are required to provide to the guarantee trustee annually a certificate
as to whether or not we are in compliance with all of the conditions and
covenants applicable to us under the guarantee agreement.

TERMINATION OF THE GUARANTEE

     The guarantee will terminate and be of no further force and effect upon:

     - full payment of the redemption price of the preferred securities;

     - full payment of the amounts payable upon liquidation of First Busey
       Capital Trust; or

     - distribution of the debentures to the holders of the preferred
       securities.

     If at any time any holder of the preferred securities must restore payment
of any sums paid under the preferred securities or the guarantee, the guarantee
will continue to be effective or will be reinstated with respect to such
amounts.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

     The guarantee trustee, other than during the occurrence and continuance of
our default in performance of the guarantee, undertakes to perform only those
duties as are specifically set forth in the guarantee. When an event of default
has occurred and is continuing, the guarantee trustee must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to those provisions, the guarantee
trustee is under no obligation to exercise any of the powers vested in it by the
guarantee at the request of any holder of any preferred securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby.

                                        42
   47

EXPENSE AGREEMENT

     We will, pursuant to the agreement as to expenses and liabilities entered
into by us and First Busey Capital Trust under the trust agreement, irrevocably
and unconditionally guarantee to each person or entity to whom First Busey
Capital Trust becomes indebted or liable, the full payment of any costs,
expenses or liabilities of First Busey Capital Trust, other than obligations of
First Busey Capital Trust to pay to the holders of the preferred securities or
other similar interests in First Busey Capital Trust of the amounts due to the
holders pursuant to the terms of the preferred securities or other similar
interests, as the case may be. Third party creditors of First Busey Capital
Trust may proceed directly against us under the expense agreement, regardless of
whether they had notice of the expense agreement.

GOVERNING LAW

     The guarantee will be governed by Illinois law.

                  RELATIONSHIP AMONG THE PREFERRED SECURITIES,
                        THE DEBENTURES AND THE GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

     We irrevocably guarantee, as and to the extent described in this
prospectus, payments of distributions and other amounts due on the preferred
securities, to the extent the trust has funds available for the payment of these
amounts. We and First Busey Capital Trust believe that, taken together, our
obligations under the debentures, the indenture, the trust agreement, the
expense agreement and the guarantee agreement provide, in the aggregate, a full,
irrevocable and unconditional guarantee, on a subordinated basis, of payment of
distributions and other amounts due on the preferred securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes a guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the obligations of First Busey Capital Trust under
the preferred securities.

     If and to the extent that we do not make payments on the debentures, First
Busey Capital Trust will not pay distributions or other amounts due on the
preferred securities. The guarantee does not cover payment of distributions when
First Busey Capital Trust does not have sufficient funds to pay the
distributions. In this event, the remedy of a holder of preferred securities is
to institute a legal proceeding directly against us for enforcement of payment
of the distributions to the holder. Our obligations under the guarantee are
subordinated and junior in right of payment to all of our other indebtedness.

SUFFICIENCY OF PAYMENTS

     As long as payments of interest and other payments are made when due on the
debentures, these payments will be sufficient to cover distributions and other
payments due on the preferred securities, primarily because:

     - the aggregate principal amount of the debentures will be equal to the sum
       of the aggregate stated liquidation amount of the trust securities;

     - the interest rate and interest and other payment dates on the debentures
       will match the distribution rate and distribution and other payment dates
       for the preferred securities;

     - we will pay for any and all costs, expenses and liabilities of First
       Busey Capital Trust, except the obligations of First Busey Capital Trust
       to pay to holders of the preferred securities the amounts due to the
       holders pursuant to the terms of the preferred securities; and

     - First Busey Capital Trust will not engage in any activity that is not
       consistent with the limited purposes of First Busey Capital Trust.

                                        43
   48

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

     A holder of any preferred security may institute a legal proceeding
directly against us to enforce its rights under the guarantee without first
instituting a legal proceeding against the guarantee trustee, the trust or any
other person. A default or event of default under any of our senior or
subordinated debt would not constitute a default or event of default under the
trust agreement. In the event, however, of payment defaults under, or
acceleration of, our senior or subordinated debt, the subordination provisions
of the indenture provide that no payments may be made in respect of the
debentures until the obligations have been paid in full or any payment default
has been cured or waived. Failure to make required payments on the debentures
would constitute an event of default under the trust agreement.

LIMITED PURPOSE OF FIRST BUSEY CAPITAL TRUST

     The preferred securities evidence preferred undivided beneficial interests
in the assets of First Busey Capital Trust. First Busey Capital Trust exists for
the exclusive purposes of issuing the trust securities, investing the proceeds
thereof in debentures issued by us and engaging in only those other activities
necessary, advisable or incidental thereto. A principal difference between the
rights of a holder of a preferred security and the rights of a holder of a
debenture is that a holder of a debenture is entitled to receive from us the
principal amount of and interest accrued on debentures held, while a holder of
preferred securities is entitled to receive distributions from First Busey
Capital Trust, or from us under the guarantee agreement, if and to the extent
First Busey Capital Trust has funds available for the payment of the
distributions.

RIGHTS UPON TERMINATION

     Upon any voluntary or involuntary termination, winding-up or liquidation of
First Busey Capital Trust involving the liquidation of the debentures, the
holders of the preferred securities will be entitled to receive, out of assets
held by First Busey Capital Trust, the liquidation distribution in cash. See
"Description of the Preferred Securities -- Liquidation Distribution Upon
Termination" beginning on page 24.

     Upon our voluntary or involuntary liquidation or bankruptcy, the property
trustee, as holder of the debentures, would be a subordinated creditor of ours.
Therefore, the property trustee would be subordinated in right of payment to all
of our senior and subordinated debt, but is entitled to receive payment in full
of principal and interest before any of our shareholders receive payments or
distributions. Since we are the guarantor under the guarantee and have agreed to
pay for all costs, expenses and liabilities of First Busey Capital Trust other
than the obligations of First Busey Capital Trust to pay to holders of the
preferred securities the amounts due to the holders pursuant to the terms of the
preferred securities, the positions of a holder of the preferred securities and
a holder of the debentures relative to our other creditors and to our
stockholders in the event of liquidation or bankruptcy are expected to be
substantially the same.

                                        44
   49

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The following is a summary of the material federal income tax consequences
of the purchase, ownership and disposition of preferred securities. Except as
otherwise specifically discussed below, this summary only addresses the federal
income tax consequences to a person that acquires preferred securities on their
original issue at the first price at which a substantial amount of the preferred
securities was sold (the "issue price") and that is:

     - an individual citizen or resident of the United States;

     - a corporation or partnership organized in or under the laws of the United
       States or any state thereof or the District of Columbia;

     - an estate the income of which is subject to federal income taxation
       regardless of its source; or

     - a trust if a court within the United States is able to exercise primary
       supervision over the administration of such trust and one or more US
       fiduciaries have the authority to control all the substantial decisions
       of such trust or certain trusts in existence on August 20, 1996 which
       were treated as domestic trusts and elected to continue such treatment.

Each of the above is referred to as a "US Person."

     This summary does not address all federal income tax consequences that may
be applicable to a US Person that is a beneficial owner of preferred securities,
nor does it address the tax consequences to:

     - persons that are not US Persons;

     - persons that may be subject to special treatment under federal income tax
       law, including, but not limited to, banks, insurance companies, thrift
       institutions, regulated investment companies, real estate investment
       trusts, tax-exempt organizations and dealers in securities or currencies;

     - persons that will hold preferred securities as part of a position in a
       "straddle" or as part of a "hedging," "conversion" or other integrated
       investment transaction for federal income tax purposes;

     - persons whose functional currency is not the US dollar; or

     - persons that do not hold preferred securities as capital assets.

     This summary is based upon the Internal Revenue Code of 1986, Treasury
regulations, Internal Revenue Service rulings and pronouncements and judicial
decisions now in effect, all of which are subject to change at any time. Such
changes may be applied retroactively in a manner that could cause the federal
income tax consequences to vary substantially from the consequences described
below, possibly adversely affecting a beneficial owner of preferred securities.
The authorities on which this summary is based are subject to various
interpretations, and it is therefore possible that the federal income tax
treatment of the purchase, ownership and disposition of preferred securities may
differ substantially from the treatment described below.

CLASSIFICATION OF THE DEBENTURES

     In the opinion of Chapman and Cutler, the debentures will be classified for
federal income tax purposes under current law as our indebtedness, and, by
acceptance of a preferred security, each holder covenants to treat the
debentures as indebtedness and the preferred securities as evidence of an
indirect beneficial ownership interest in the debentures. No assurance can be
given, however, that this position will not be challenged by the IRS or, if
challenged, that it will be sustained. The remainder of this discussion assumes
that the debentures will be classified for federal income tax purposes as our
indebtedness.

                                        45
   50

CLASSIFICATION OF FIRST BUSEY CAPITAL TRUST

     Under current law and assuming compliance with the terms of the trust
agreement, in the opinion of Chapman and Cutler, First Busey Capital Trust will
be classified for federal income tax purposes as a grantor trust and not as an
association taxable as a corporation. The following disclosure regarding certain
federal income tax consequences assumes that First Busey Capital Trust will be
treated as a grantor trust for federal income tax purposes.

     Each holder of preferred securities will be treated as owning, directly or
indirectly, an interest in the debentures and, thus, will be required to take
into account its pro rata share of interest on the debentures as interest
income, including original issue discount, if any, paid or accrued with respect
to the debentures whether or not cash is actually distributed to the holders of
preferred securities. See " -- Interest Income and Original Issue Discount"
below.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

     Except as set forth below, a US holder of a preferred security will take
into account its pro rata share of interest on the debentures as interest income
at the time it is paid or accrued in accordance with such holder's method of
accounting for federal income tax purposes.

     We have the right, at any time and from time to time, subject to certain
conditions, to defer interest on the debentures, which will in turn result in
the deferral of interest on the preferred securities for a period not exceeding
20 consecutive quarters, but not beyond the maturity date of the preferred
securities. Under Treasury regulations, remote contingencies that stated
interest will not be timely paid are ignored in determining whether a debt
instrument is issued with original issue discount. We have concluded that, as of
the date of this prospectus, the likelihood of us exercising our option to defer
payments of interest on the debentures is remote within the meaning of the
Treasury regulations. Therefore, the debentures should not be treated as issued
with OID. It should be noted that these Treasury regulations have not been
addressed in any rulings or other interpretations by the IRS and it is possible
that the IRS could take a position contrary to the interpretation described
herein.

     Even though not anticipated, as described in the preceding paragraph, if
payments of interest are deferred with respect to the debentures, the debentures
would at that time be treated, solely for purposes of the OID rules, as having
been retired and reissued with OID in an amount equal to the aggregate of all
future payments of interest on the debentures. Accordingly, although the
distributions would be deferred with respect to the preferred securities, a US
holder of preferred securities would be required to accrue its pro rata share of
interest on the debentures as OID on an economic accrual basis notwithstanding
that we will not make any interest payments during such period on the
debentures, and any US holder of preferred securities who disposes of the
preferred securities prior to the record date for the payment of distributions
following an extension period will be required to take into account any OID
accrued during such period but will not receive any cash related thereto. If
payment of interest on the debentures is deferred, OID will accrue over the
remaining term of the debentures, and correspondingly with respect to the
preferred securities, on a constant yield basis calculated in accordance with
the method provided by Treasury regulations under section 1272 of the Internal
Revenue Code (the "OID Regulations").

     If our option to extend the payment of interest on the debentures were not
treated as remote, the debentures would be considered issued with OID at initial
issuance, which OID would, in general, accrue over the term of the debentures,
and correspondingly with respect to the preferred securities, on a constant
yield basis. If our option to extend any payment on the debentures were further
considered an unconditional option within the meaning of the OID Regulations,
OID would also accrue over the term of the debentures on a constant yield basis.
We believe that our option to extend the interest payment period on the
debentures is not an unconditional option within the meaning of the OID
Regulations.

     Subsequent uses of the term "interest" in this summary include income in
the form of OID.

                                        46
   51

     Because income on the preferred securities will constitute interest,
corporate holders of preferred securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to the preferred securities.

MARKET DISCOUNT

     If the preferred securities are treated for federal income tax purposes as
representing an undivided interest in the debentures and a purchaser of a
preferred security acquires a preferred security for less than its issue price
(or a preferred security's "revised issue price" if the preferred securities are
treated as being issued with OID), the preferred security will be treated as
acquired with "market discount." However, market discount with respect to a
preferred security will be considered to be zero if it is de minimis. Market
discount will be de minimis with respect to a preferred security if it is less
than the product of (1) 0.25% of the purchaser's pro rata share of the "stated
redemption price at maturity" of the debentures multiplied by (2) the number of
complete years to maturity of such debentures after the date of purchase. If the
debentures are treated as being sold with OID, the application of the market
discount rules to the preferred securities upon the sale of a preferred security
is unclear to the extent we make periodic cash payments of interest. You should
consult with your own tax advisors with respect to whether market discount will
be created upon the sale or other disposition of a preferred security.

     The purchaser of a preferred securities with more than a de minimis amount
of market discount generally will be required to treat any gain on the sale,
exchange, redemption, repayment or other disposition of all or part of the
preferred securities as ordinary income to the extent of accrued (but not
previously taxed) market discount. Market discount generally will accrue ratably
during the period from the date of purchase of such preferred securities to the
maturity date of the preferred securities, unless the holder irrevocably elects
to accrue such market discount on the basis of a constant interest rate.

     A holder who has acquired a preferred security at a market discount
generally will be required to defer any deductions of interest expense
attributable to any indebtedness incurred or continued to purchase or carry the
preferred security to the extent such interest expense exceeds the related
interest income. Any such deferred interest expense generally will be allowable
as a deduction not later than the year in which the related market discount
income is recognized. As an alternative to the inclusion of market discount in
income upon disposition of all or a portion of a preferred security, including
redemptions, a holder may make an election to include market discount in income
as it accrues on all market discount instruments acquired by the holder during
or after the taxable year for which the election is made. In that case, the
preceding deferral rule for interest expense will not apply. Any election of
this nature may not be revoked without the IRS's consent.

DISTRIBUTION OF DEBENTURES TO SECURITYHOLDERS

     Under current law, a distribution by First Busey Capital Trust of the
debentures as described under the caption "Description of the Preferred
Securities -- Liquidation Distribution Upon Termination" on page 24 will be
non-taxable and will result in the securityholder's receiving directly his or
her pro rata share of the debentures previously held indirectly through First
Busey Capital Trust, with a holding period and aggregate tax basis equal to the
holding period and aggregate tax basis such securityholder had in its preferred
securities before such distribution. If, however, the liquidation of First Busey
Capital Trust were to occur because First Busey Capital Trust is subject to
federal income tax as a corporation, the distribution of debentures to
securityholders by First Busey Capital Trust would be a taxable event to First
Busey Capital Trust and it would recognize gain or loss as if it sold the
debentures for their then fair market value. Each securityholder would also
recognize gain or loss as if the securityholder had exchanged preferred
securities for the fair market value of the debentures it received upon the
liquidation of First Busey Capital Trust. A securityholder will include interest
in respect of debentures received from First Busey Capital Trust in the manner
described above under " -- Interest Income and Original Issue Discount" and
" -- Market Discount."

                                        47
   52

SALES OR REDEMPTIONS OF PREFERRED SECURITIES

     A holder of preferred securities that sells or redeems for cash preferred
securities will recognize gain or loss equal to the difference between the
holder's adjusted tax basis in the preferred securities and the amount realized
on the sale of such preferred securities. If the debentures are deemed to be
issued with OID, the tax basis of a holder of preferred securities generally
will be the holder's initial purchase price, increased by OID previously accrued
by the holder of preferred securities prior to the date of disposition and
decreased by distributions or other payments received on the preferred
securities that do not represent payments of principal on the debentures. Such
gain or loss generally will be a capital gain or loss, except to the extent any
amount realized is attributable to interest income, the tax on which will be
dependent on the holding period of the preferred securities and other factors.

     Should we exercise our option to defer any payment of interest on the
debentures, resulting in deferral of payments on the preferred securities, the
preferred securities may trade at a price that does not accurately reflect the
value of accrued but unpaid interest with respect to the underlying debentures.
In the event of such a deferral, a holder of preferred securities who disposes
of its preferred securities between record dates for payments of distributions
thereon will be required to accrue interest income to the date of disposition as
OID, but may not receive the cash related thereto. However, such holder of
preferred securities will add such amount to its adjusted tax basis in the
preferred securities. To the extent the selling price is less than the holder's
of preferred securities adjusted tax basis, such holder of preferred securities
will recognize a capital loss. Subject to certain limited exceptions, capital
losses cannot be applied to offset ordinary income for federal income tax
purposes.

EFFECT OF POSSIBLE CHANGES IN TAX LAWS

     Congress and various Presidential administrations have considered certain
proposed tax law changes in the past that would, among other things, generally
deny corporate issuers a deduction for interest in respect of certain debt
obligations depending on their terms. Although these proposed tax law changes
have not been enacted into law, there can be no assurance that tax law changes
will not be introduced which, if enacted after the date hereof, may adversely
affect the federal income tax deductibility of interest payable on the
debentures. Accordingly, there can be no assurance that a Tax Event will not
occur. A Tax Event would permit us, upon approval of the Federal Reserve, if
then required, to cause a redemption of the preferred securities before, as well
as after,             , 2006. See "Description of the Debentures -- Redemption"
beginning on page 33 and "Description of the Preferred Securities  -- Redemption
or Exchange -- Redemption upon a Tax Event, Investment Company Event or Capital
Treatment Event" beginning on page 21.

INFORMATION REPORTING

     Generally, interest paid, or, if applicable, OID accrued, on the preferred
securities held of record by individual citizens or residents of the United
States, or certain trusts, estates and partnerships, will be reported to the IRS
on Forms 1099-INT, or, where applicable, Forms 1099-OID, which forms should be
mailed to the holders by January 31 following each calendar year.

BACKUP WITHHOLDING

     Unless a holder of preferred securities complies with certain
identification requirements, "backup" withholding tax of 31% may apply to
payments made on, and proceeds from the sale of, preferred securities. Any
withheld amounts will be allowed as a credit against the holder's federal income
tax liability, provided the required information is provided to the IRS on a
timely basis.

     THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON THE PARTICULAR
SITUATION OF A HOLDER OF PREFERRED SECURITIES. HOLDERS OF PREFERRED SECURITIES
SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM
OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE PREFERRED SECURITIES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS TO THE EXTENT
THAT THE TAX CONSEQUENCES ARE NOT ADDRESSED ABOVE, SUCH AS THE PARTICULAR
PERSONAL TAX CONSEQUENCES WHICH MAY VARY FOR INVESTORS IN DIFFERENT TAX
SITUATIONS.
                                        48
   53

                              ERISA CONSIDERATIONS

     Employee benefit plans that are subject to the Employee Retirement Income
Security Act of 1974, or section 4975 of the Internal Revenue Code, generally
may purchase preferred securities, subject to the investing fiduciary's
determination that the investment in preferred securities satisfies ERISA's
fiduciary standards and other requirements applicable to investments by the
plan.

     In any case, we and/or any of our affiliates may be considered a "party in
interest" (within the meaning of ERISA) or a "disqualified person" (within the
meaning of section 4975 of the Internal Revenue Code) with respect to certain
plans. These plans generally include plans with respect to which we or any of
our affiliates are a fiduciary or provide services to either the plan or the
sponsor or contributor to such plan. The acquisition and ownership of preferred
securities by a plan (or by an individual retirement arrangement described in
section 4975(e)(1) of the Internal Revenue Code) with respect to which we or any
of our affiliates are considered a party in interest or a disqualified person
may result in a prohibited transaction under ERISA or the Internal Revenue Code,
unless the preferred securities are acquired pursuant to and in accordance with
an applicable exemption.

     As a result, plans with respect to which we or any of our affiliates or any
of its affiliates is a party in interest or a disqualified person should not
acquire preferred securities unless the preferred securities are acquired
pursuant to and in accordance with an applicable exemption. Any other plans or
other entities whose assets include plan assets subject to ERISA or section 4795
of the Internal Revenue Code proposing to acquire preferred securities should
consult with their own counsel.

                                        49
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                                  UNDERWRITING

     Howe Barnes Investments, Inc. and Stephens Inc. are acting as
representatives of the underwriters listed below. Subject to the terms and
conditions set forth in the underwriting agreement among us, First Busey Capital
Trust and the underwriters, the underwriters have severally agreed to purchase
from First Busey Capital Trust an aggregate of 2,000,000 preferred securities,
in the amounts listed below opposite their respective names.

                                                                     NUMBER OF
                        UNDERWRITERS                            PREFERRED SECURITIES
                        ------------                            --------------------
                                                             
Howe Barnes Investments, Inc................................
Stephens Inc................................................
                                                                     ---------
       Total................................................         2,000,000
                                                                     =========

     Under the terms and conditions of the underwriting agreement, the
underwriters are committed to accept and pay for all of the preferred
securities, if any are taken. If an underwriter defaults, the underwriting
agreement provides that the purchase commitments of the non-defaulting
underwriters may be increased or, in certain cases, the underwriting agreement
may be terminated. In the underwriting agreement, the obligations of the
underwriters are subject to approval of certain legal matters by their counsel,
including the authorization and the validity of the preferred securities, and to
other conditions contained in the underwriting agreement, such as receipt by the
underwriters of officers' certificates and legal opinions.

     First Busey Capital Trust has granted to the underwriters an option,
exercisable within 30 days after the date of this prospectus, to purchase up to
300,000 additional preferred securities. If the underwriters purchase any of the
additional preferred securities under this option, each underwriter will be
committed to purchase the additional shares in approximately the same proportion
as allocated to them in the table above. The underwriters may exercise the
option only for the purpose of covering over-allotments, if any, made in
connection with the distribution of the preferred securities being offered.

     The table below shows the price and proceeds on a per security and
aggregate basis. The proceeds to be received by First Busey Capital Trust, as
shown in the table below, do not reflect various expenses of the offering,
including registration and stock exchange fees, trustees' fees, accounting fees
and related expenses, fees and expenses of our legal counsel, and printing
expenses, which are estimated to be $340,000 and payable by us.

                                                                                        TOTAL WITH EXERCISE
                                                        PER PREFERRED                    OF OVER-ALLOTMENT
                                                          SECURITY          TOTAL             OPTION
                                                        -------------    -----------    -------------------
                                                                               
Public offering price...............................       $10.00        $20,000,000        $23,000,000
Proceeds, before expenses, to First Busey Capital
  Trust.............................................        10.00         20,000,000         23,000,000
Underwriting commission.............................
                                                        ---------        -----------    ---------------
Proceeds, before expenses, to us....................
                                                        ---------        -----------    ---------------

     The underwriters propose to offer the preferred securities directly to the
public at the public offering price set forth alone, and to certain securities
dealers, who may include the underwriters, at this price, less a concession not
in excess of $
- ----- per preferred security. The underwriters may allow, and the selected
dealers may reallow, a concession not in excess of $
- ----- per preferred security to certain brokers and dealers.

     The offering of the preferred securities is made for delivery when, as and
if accepted by the underwriters and subject to prior sale and to withdrawal,
cancellation or modification of the offering without notice. The underwriters
reserve the right to reject any order for the purchase of the preferred
securities. After the preferred securities are released for sale to the public,
the underwriters may, from time to time, change the offering price and other
selling terms.

                                        50
   55

     We and First Busey Capital Trust have agreed to indemnify the several
underwriters against several liabilities, including liabilities under the
Securities Act.

     We have applied to designate the preferred securities for inclusion on
Nasdaq under the symbol "BUSEP." Even if approved for such designation, neither
we nor the underwriters can assure you as to the liquidity of the preferred
securities or that an active and liquid market will develop or, if developed,
that the market will continue. The offering price and distribution rate have
been determined by negotiations between the underwriters and us, and the
offering price of the preferred securities may not be indicative of the market
price following the offering. The representatives of the underwriters will have
no obligation to make a market in the preferred securities, however, and may
cease market-making activities, if commenced, at any time.

     In connection with the offering, the underwriters may engage in
transactions that are intended to stabilize, maintain or otherwise affect the
price of the preferred securities during and after the offering, such as the
following:

     - the underwriters may over-allot or otherwise create a short position in
       the preferred securities for their own account by selling more preferred
       securities than have been sold to them;

     - the underwriters may elect to cover any short position by purchasing
       preferred securities in the open market or by exercising the
       over-allotment option;

     - the underwriters may stabilize or maintain the price of the preferred
       securities by bidding;

     - the underwriters may engage in passive market making transactions; and

     - the underwriters may impose penalty bids, under which selling concessions
       allowed to syndicate members or other broker-dealers participating in
       this offering are reclaimed if preferred securities previously
       distributed in the offering are repurchased in connection with
       stabilization transactions or otherwise.

     The effect of these transactions may be to stabilize or maintain the market
price at a level above that which might otherwise prevail in the open market.
The imposition of a penalty bid may also affect the price of the preferred
securities to the extent that it discourages resales. No representation is made
as to the magnitude or effect of any such stabilization or other transactions.
Such transactions may be effected on Nasdaq or otherwise and, if commenced, may
be discontinued at any time.

     Because the National Association of Securities Dealers, Inc. may view the
preferred securities as interests in a direct participation program, the offer
and sale of the preferred securities is being made in compliance with the
provisions of Rule 2810 under the NASD Conduct Rules.

                                 LEGAL MATTERS

     Certain matters of Delaware law relating to the validity of the preferred
securities and the formation of First Busey Capital Trust have been passed upon
by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware
counsel to us and First Busey Capital Trust. The validity of the preferred
securities guarantee, the debentures and matters relating to federal income tax
considerations have been passed upon for us by Chapman and Cutler, Chicago,
Illinois, counsel to us and First Busey Capital Trust. Certain legal matters
will be passed upon for the underwriters by Barack Ferrazzano Kirschbaum Perlman
& Nagelberg, Chicago, Illinois. Chapman and Cutler has relied, and Barack
Ferrazzano Kirschbaum Perlman & Nagelberg will rely, on the opinion of Richards,
Layton & Finger, P.A. as to matters of Delaware law.

                                        51
   56

                                    EXPERTS

     Our consolidated financial statements, incorporated in this prospectus by
reference from our Annual Report on Form 10-K for the fiscal year ended December
31, 2000, have been audited by McGladrey & Pullen, LLP, independent auditors, as
set forth in their report included in our Annual Report. These consolidated
financial statements are incorporated by reference in this prospectus in
reliance upon the report given on the authority of McGladrey & Pullen, LLP as
experts in accounting and auditing.

                         WHERE YOU CAN FIND INFORMATION

     This prospectus is a part of a Registration Statement on Form S-3 filed by
us and First Busey Capital Trust with the SEC under the Securities Act, with
respect to the preferred securities, the debentures and the guarantee. This
prospectus does not contain all the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information with respect to First Busey and
the securities offered by this prospectus, reference is made to the registration
statement, including the exhibits to the registration statement and documents
incorporated by reference. Statements contained in this prospectus concerning
the provisions of such documents are necessarily summaries of such documents and
each such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the SEC.

     We file periodic reports, proxy statements and other information with the
SEC. Our filings are available to the public over the Internet at the SEC's web
site at http://www.sec.gov. You may also inspect and copy these materials at the
public reference facilities of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 75 Park Place, Room 1400, New York, New York 1000.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the SEC at 450 Fifth Street N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information.

     First Busey Capital Trust is not currently subject to the information
reporting requirements of the Exchange Act and, although First Busey Capital
Trust will become subject to such requirements upon the effectiveness of the
registration statement, it is not expected that First Busey Capital Trust will
be required to file separate reports under the Exchange Act.

     Each holder of the preferred securities will receive a copy of our annual
report at the same time as we furnish the annual report to the holders of our
common stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     We "incorporate by reference" into this prospectus the information in
documents we file with the SEC, which means that we can disclose important
information to you through those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained in
this prospectus updates the information incorporated by reference and some
information that we file subsequently with the SEC will automatically update
this prospectus. We incorporate by reference the documents listed below, all of
which are filed under SEC File No. 0-15950:

          (a) our Annual Report on Form 10-K for the year ended December 31,
     2000, filed with the SEC on March 26, 2001;

          (b) our Quarterly Report on Form 10-Q for the quarter ended March 31,
     2001, filed with the SEC on May 15, 2001, as amended on Form 10-Q/A, filed
     with the SEC on May 17, 2001; and

          (c) our Current Report on Form 8-K filed with the SEC on April 17,
     2001.

                                        52
   57

     We also incorporate by reference any filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing
of the registration statement that contains this prospectus and before the time
that all of the securities offered in this prospectus are sold.

     You may request, and we will provide, a copy of these filings at no cost by
contacting Barbara J. Kuhl, at the following address and phone number:

                                          First Busey Corporation
                                          201 West Main Street
                                          Urbana, Illinois 61801
                                          (217) 365-4556

                                        53
   58

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                         2,000,000 PREFERRED SECURITIES

                          FIRST BUSEY CAPITAL TRUST I

                   ---% CUMULATIVE TRUST PREFERRED SECURITIES

                           LIQUIDATION AMOUNT $10 PER
                               PREFERRED SECURITY

                     FULLY, IRREVOCABLY AND UNCONDITIONALLY
                    GUARANTEED, ON A SUBORDINATED BASIS, AS
                        DESCRIBED IN THIS PROSPECTUS, BY

                         [FIRST BUSEY CORPORATION LOGO]

                              --------------------
                                   PROSPECTUS
                              --------------------

                         HOWE BARNES INVESTMENTS, INC.
                                 STEPHENS INC.

                                 --------, 2001

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   59

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the various expenses payable in connection
with the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of such expenses will be paid by
First Busey Corporation. All amounts shown are estimates, except the SEC
registration fee and the NASD and Nasdaq filing fees:

                                                             
SEC registration fee........................................    $  5,750
NASD filing fee.............................................       2,800
Nasdaq listing fee..........................................       8,000
                                                                --------
Trustees' fees..............................................      20,000
                                                                --------
Printing and mailing expenses...............................     150,000
                                                                --------
Fees and expenses of counsel................................     110,000
                                                                --------
Accounting and related expenses.............................      35,000
                                                                --------
Blue Sky fees...............................................       2,000
                                                                --------
Miscellaneous...............................................       6,450
                                                                --------
       Total................................................    $340,000
                                                                ========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Section 78.7502 of the Nevada Corporation Law ("NCL"), directors and
officers may be indemnified against judgments, fines and amounts paid in
settlement and reasonable expenses (including attorneys' fees), actually and
reasonably incurred as a result of specified actions or proceedings (including
appeals), whether civil or criminal (other than an action by or in the right of
the corporation -- a "derivative action") if they acted in good faith and for a
purpose which they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to amounts paid in settlement and reasonable
expenses (including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of such an action (including appeals),
except in respect of a claim, issue or matter as to which such person shall have
been finally adjudged to be liable to the corporation, unless and only to the
extent a court of competent jurisdiction deems proper.

     In accordance with Section 78.037(1) of the NCL, Article Tenth of First
Busey Corporation's Restated Articles of Incorporation, as amended, eliminates
the personal liability of the Corporation's directors to First Busey Corporation
or its stockholders for monetary damages for breach of their fiduciary duties as
directors, with certain limited exceptions set forth in said Article Tenth and
Section 78.037(1).

     The Amended and Restated Trust Agreement will provide for indemnification
of the Delaware Trustee and each of the administrative trustees by First Busey
Corporation against any loss, damage, claims, liability, penalty or expense of
any kind incurred by the trustees in connection with the performance of their
duties or powers under the agreement in a manner reasonably believed by the
trustee to be within the scope of its authority under the agreement, except that
none of these trustees will be so indemnified for any loss, damage or claim
incurred by reason of such trustee's gross negligence, bad faith or willful
misconduct. Similarly, the agreement provides for indemnification of the
Property Trustee, except that the Property Trustee is not indemnified from
liability for its own negligent action, negligent failure to act or willful
misconduct. Under the agreement, First Busey Corporation agrees to advance those
expenses incurred by any trustee in defending any such claim, demand, action,
suit or proceeding.

                                       II-1
   60

ITEM 16. EXHIBITS.

    EXHIBIT
    NUMBER                             DESCRIPTION
    -------                            -----------
            
      1.1      Form of Underwriting Agreement.
      4.1      Form of Indenture.
      4.2      Form of Subordinated Debenture (included as Exhibit A to
               Exhibit 4.1).
      4.3      Certificate of Trust.
      4.4      Trust Agreement.
      4.5      Form of Amended and Restated Trust Agreement.
      4.6      Form of Preferred Securities Certificate (included as
               Exhibit D to Exhibit 4.5).
      4.7      Form of Preferred Securities Guarantee Agreement.
      4.8      Form of Agreement as to Expenses and Liabilities (included
               as Exhibit C to Exhibit 4.5).
      5.1      Opinion of Chapman and Cutler.
      5.2      Opinion of Richards, Layton & Finger, P.A.
      8.1      Opinion of Chapman and Cutler, as to certain tax matters.
     12.1      Calculation of ratios of earnings to fixed charges.
     23.1      Consent of McGladrey & Pullen, LLP.
     23.2      Consent of Chapman and Cutler (included in opinions filed as
               Exhibits 5.1 and 8.1).
     23.3      Consent of Richards, Layton & Finger, P.A. (included in
               opinion filed as Exhibit 5.2).
     24.1      Powers of Attorney (included as part of signature pages).
     25.1      Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               trustee under the Indenture.
     25.2      Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               trustee under the Trust Agreement.
     25.3      Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               trustee under the Guarantee Agreement.

ITEM 17. UNDERTAKINGS.

     The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of First
Busey Corporation's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       II-2
   61

     The undersigned registrants hereby undertake that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                       II-3
   62

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, First Busey
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Urbana, State of Illinois, on May 15, 2001.

                                          FIRST BUSEY CAPITAL TRUST I
                                             By: FIRST BUSEY CORPORATION, as
                                          Depositor

                                          By: /s/ Douglas C. Mills
                                            ------------------------------------
                                              Douglas C. Mills
                                              Chief Executive Officer and
                                              Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933, First Busey
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Urbana, State of Illinois, on May 15, 2001.

                                          FIRST BUSEY CORPORATION

                                          By: /s/ Barbara J. Kuhl
                                            ------------------------------------
                                              Barbara J. Kuhl
                                              President and Chief Operating
                                              Officer

                                       II-4
   63

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby designates and appoints Douglas C. Mills and Barbara J.
Kuhl, and each of them, any one of whom may act without the joinder of the
other, as such person's true and lawful attorney-in-fact and agents (the
"Attorneys-in-Fact") with full power of substitution and resubstitution, for
such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, which amendments may make such changes in this
registration statement as any Attorney-in-Fact deems appropriate, and any
registration statement relating to the same offering filed pursuant to Rule
462(b) under the Securities Act of 1933 and requests to accelerate the
effectiveness of such registration statements, and to file each such amendment
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such Attorneys-in-Fact and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that such Attorneys-in-Fact or either of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 15, 2001.

                   NAME                                                TITLE
                   ----                                                -----
                                           
           /s/ DOUGLAS C. MILLS                    Chairman of the Board, Chief Executive Officer
- ------------------------------------------
             Douglas C. Mills

           /s/ BARBARA J. JONES                               Chief Financial Officer
- ------------------------------------------
             Barbara J. Jones

          /s/ JOSEPH M. AMBROSE                                       Director
- ------------------------------------------
            Joseph M. Ambrose

                                                                      Director
- ------------------------------------------
             Samuel P. Banks

             /s/ T.O. DAWSON                                          Director
- ------------------------------------------
               T.O. Dawson

          /s/ VICTOR F. FELDMAN                                       Director
- ------------------------------------------
            Victor F. Feldman

          /s/ KENNETH M. HENDREN                                      Director
- ------------------------------------------
            Kenneth M. Hendren

           /s/ E. PHILLIPS KNOX                                       Director
- ------------------------------------------
             E. Phillips Knox

            /s/ P. DAVID KUHL                                         Director
- ------------------------------------------
              P. David Kuhl

           /s/ BARBARA J. KUHL                                        Director
- ------------------------------------------
             Barbara J. Kuhl

                                       II-5
   64

                   NAME                                                TITLE
                   ----                                                -----
                                           
          /s/ V.B. LEISTER, JR.                                       Director
- ------------------------------------------
            V.B. Leister, Jr.

            /s/ LINDA M. MILLS                                        Director
- ------------------------------------------
              Linda M. Mills

          /s/ EDWIN A. SCHARLAU                                       Director
- ------------------------------------------
            Edwin A. Scharlau

            /s/ DAVID C. THIES                                        Director
- ------------------------------------------
              David C. Thies

           /s/ ARTHUR R. WYATT                                        Director
- ------------------------------------------
             Arthur R. Wyatt

                                       II-6
   65

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                                DESCRIPTION
- -------                               -----------
           
1.1           Form of Underwriting Agreement.
4.1           Form of Indenture.
4.2           Form of Subordinated Debenture (included as Exhibit A to
              Exhibit 4.1).
4.3           Certificate of Trust.
4.4           Trust Agreement.
4.5           Form of Amended and Restated Trust Agreement.
4.6           Form of Preferred Securities Certificate (included as
              Exhibit D to Exhibit 4.5).
4.7           Form of Preferred Securities Guarantee Agreement.
4.8           Form of Agreement as to Expenses and Liabilities (included
              as Exhibit C to Exhibit 4.5).
5.1           Opinion of Chapman and Cutler.
5.2           Opinion of Richards, Layton & Finger, P.A.
8.1           Opinion of Chapman and Cutler, as to certain tax matters.
12.1          Calculation of ratios of earnings to fixed charges.
23.1          Consent of McGladrey & Pullen, LLP.
23.2          Consent of Chapman and Cutler (included in opinions filed as
              Exhibits 5.1 and 8.1).
23.3          Consent of Richards, Layton & Finger, P.A. (included in
              opinion filed as Exhibit 5.2).
24.1          Powers of Attorney (included as part of signature pages).
25.1          Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of Wilmington Trust Company, as
              trustee under the Indenture.
25.2          Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of Wilmington Trust Company, as
              trustee under the Trust Agreement.
25.3          Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of Wilmington Trust Company, as
              trustee under the Guarantee Agreement.

   1
                                                                     EXHIBIT 1.1

                        $20,000,000 PREFERRED SECURITIES*
                           FIRST BUSEY CAPITAL TRUST I

                      [ ]% CUMULATIVE PREFERRED SECURITIES
               (LIQUIDATION AMOUNT OF $10 PER PREFERRED SECURITY)

                             UNDERWRITING AGREEMENT

                                                                   June __, 2001

Howe Barnes Investments, Inc.
Stephens Inc.
As Representatives of Several
   Underwriters Named in Schedule A
c/o Howe Barnes Investments, Inc.
135 South LaSalle Street
Chicago, Illinois  60603

Ladies and Gentlemen:

         First Busey Corporation, a Nevada corporation (the "Company"), and its
subsidiary, First Busey Capital Trust I, a statutory business trust organized
under the Delaware Business Trust Act, as amended (the "Delaware Act") (the
"Trust" and, together with the Company, the "Offerors"), propose, subject to the
terms and conditions stated herein, to issue and sell to the several
underwriters named on Schedule A (individually, an "Underwriter," and
collectively, the "Underwriters"), an aggregate of $20,000,000, representing
2,000,000 securities (the "Firm Securities") of the Trust's [ ]% Cumulative
Preferred Securities, with a liquidation preference of $10.00 per preferred
security, and, at the election of the Underwriters, up to 300,000 additional
securities (the "Option Securities"). The Firm Securities and the Option
Securities are herein collectively called the "Preferred Securities." The
Offerors propose that the Trust issue the Preferred Securities pursuant to a
Trust Agreement, as amended and restated, among Wilmington Trust Company, as
Property Trustee and Delaware Trustee, the administrative trustees named therein
(the "Administrative Trustees") and the Company (the "Trust Agreement"). The
Preferred Securities will be guaranteed by the Company with respect to
distributions and payments upon liquidation, redemption and otherwise (the
"Guarantee") pursuant to a Guarantee Agreement (the "Guarantee Agreement"), to
be dated June __, 2001, between the Company and Wilmington Trust Company, as
trustee (the "Guarantee Trustee"), and entitled to the benefits of certain
backup undertakings described in the Prospectus (as defined herein) with respect
to the Company's agreement pursuant to the Expense Agreement (as defined herein)
to pay all expenses relating to administration of the Trust.

         The proceeds of the sale of the Preferred Securities will be used to
purchase junior subordinated deferrable interest debentures (the "Junior
Subordinated Debentures") issued by the Company pursuant to an Indenture, to be
dated June __, 2001, between the Company and Wilmington Trust Company, as
trustee (the "Indenture").
* The Underwriters have been granted an over-allotment option, exercisable at
their election in accordance with Section 2 herein, to purchase up to an
additional $3,000,000 Preferred Securities.

   2

         The Offerors have filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (File Nos. [ ] and [ ])
and a related preliminary prospectus for the registration of the Preferred
Securities, the Guarantee and the Junior Subordinated Debentures, under the
Securities Act of 1933, as amended (the "Act"), and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and regulations
thereunder. The registration statement, as amended, at the time it was declared
effective, including the information (if any) deemed to be part thereof pursuant
to Rule 430A under the Act, is herein referred to as the "Registration
Statement." The form of prospectus first filed by the Offerors with the
Commission pursuant to Rules 424(b) and 430A under the Act is referred to herein
as the "Prospectus." Each preliminary prospectus included in the Registration
Statement prior to the time it becomes effective or filed with the Commission
pursuant to Rule 424(a) under the Act is referred to herein as a "Preliminary
Prospectus." If the Company elects to rely on Rule 434 of the Act, all
references to "Prospectus" shall be deemed to include, without limitation, the
form of prospectus and the term sheet, taken together, provided to the
Underwriters by the Company in accordance with Rule 434 of the Act ("Rule 434
Prospectus"). Any registration statement (including any amendment or supplement
thereto or information which is deemed part thereof) filed by the Offerors under
Rule 462(b) ("Rule 462(b) Registration Statement") shall be deemed to be part of
the "Registration Statement" as defined herein, and any prospectus (including
any amendment or supplement thereto or information which is deemed part thereof)
included in such registration statement shall be deemed to be part of the
"Prospectus," as defined herein, as appropriate. The Securities Exchange Act of
1934, as amended, is referred to herein as the "Exchange Act." Any reference
herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Form
S-3 under the Act (the "Incorporated Documents"), as of the date of such
Preliminary Prospectus or Prospectus, as the case may be. Any document filed by
either the Company or the Trust under the Exchange Act after the effective date
of the Registration Statement or the date of the Prospectus and incorporated by
reference in the Prospectus shall be deemed to be included in the Registration
Statement and the Prospectus as of the date of such filing. Copies of the
Registration Statement, including all exhibits thereto, together with copies of
all documents incorporated by reference therein, any amendments thereto and all
Preliminary Prospectuses have been delivered to you.

         The Offerors hereby confirm their agreement with respect to the
purchase of the Preferred Securities by the Underwriters as follows:

         Section 1. Representations and Warranties of the Offerors. (a) The
Offerors jointly and severally represent and warrant to, and agree with, each of
the Underwriters that:

                  (i) The Registration Statement has been declared effective
         under the Act, and no post-effective amendment to the Registration
         Statement has been filed with the Commission as of the date of this
         Agreement. No stop order suspending the effectiveness of the
         Registration Statement has been issued and no proceeding for that
         purpose has been instituted or threatened by the Commission.

                                       2
   3

                  (ii) No order preventing or suspending the use of any
         Preliminary Prospectus has been issued by the Commission, and each
         Preliminary Prospectus, at the time of filing thereof, conformed in all
         material respects to the requirements of the Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         promulgated thereunder, and did not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Offerors make no representation or warranty as to
         information contained in or omitted in reliance upon, and in conformity
         with, written information furnished to the Offerors by or on behalf of
         any Underwriter, expressly for use in the preparation thereof.

                  (iii) The Registration Statement conforms, and the Prospectus
         and any amendments or supplements thereto will conform, in all material
         respects to the requirements of the Act, including for use of Form S-3,
         and the Trust Indenture Act and the rules and regulations thereunder.
         Neither the Registration Statement nor any amendment thereto, and
         neither the Prospectus nor any supplement thereto, contains or will
         contain, as the case may be, any untrue statement of a material fact or
         omits or will omit to state any material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Offerors make no representation or warranty as to (A)
         information contained in or omitted from the Registration Statement or
         the Prospectus, or any such amendment or supplement, in reliance upon,
         and in conformity with, written information furnished to the Offerors
         by or on behalf of any Underwriter, expressly for use in the
         preparation thereof or (B) information in those parts of the
         Registration Statement which constitute the Statement of Eligibility
         and Qualification ("Form T-1") under the Trust Indenture Act.

                  The Incorporated Documents, when they were or will be filed
         with the Commission, conformed or will conform in all material respects
         to the requirements of the Exchange Act and none of such documents
         contained or will contain an untrue statement of a material fact or
         omitted or will omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

                  (iv) The Company and each of its subsidiaries have been duly
         incorporated and are validly existing as corporations or banking
         associations in good standing under the laws of their respective places
         of incorporation, with corporate power and authority to own their
         respective properties and conduct their respective businesses as
         described in the Prospectus; the Company and each of its non-bank
         subsidiaries are duly qualified to do business as foreign corporations
         under the corporation law of, and are in good standing as such in, each
         jurisdiction in which such qualification is required except in any such
         case where the failure to so qualify or be in good standing would not
         have a material adverse effect upon the condition (financial or
         otherwise) or results of operations of the Company and its subsidiaries
         taken as a whole; and no proceeding of which the Company has knowledge
         has been instituted in any such jurisdiction,

                                       3
   4

         revoking, limiting or curtailing, or seeking to revoke, limit or
         curtail, such power and authority or qualification.

                  (v) (A) The Trust has been duly created and is validly
         existing in good standing as a business trust under the Delaware Act
         with full trust power and authority to own property and to conduct its
         business as described in the Registration Statement and Prospectus and
         is authorized to do business in each jurisdiction in which such
         qualification is required, except where the failure to so qualify would
         not have a material adverse effect on the Trust's condition (financial
         or otherwise) or results of operations taken as a whole; (B) the Trust
         has conducted and will conduct no business other than the transactions
         contemplated by the Trust Agreement and described in the Prospectus;
         (C) the Trust is not a party to or otherwise bound by any agreement
         other than those described in the Prospectus; (D) the Trust is and will
         be classified for United States federal income tax purposes as a
         grantor trust and not as an association taxable as a corporation; and
         (E) the Trust is and will be treated as a consolidated subsidiary of
         the Company pursuant to generally accepted accounting principles.

                  (vi) The Company owns directly or indirectly 100 percent of
         the issued and outstanding capital stock of each of its subsidiaries,
         in each case free and clear of any claims, liens, encumbrances or
         security interests, except for any such stock or interests pledged
         against borrowings of the Company or any of its subsidiaries, and all
         of such capital stock has been duly authorized and validly issued and
         is fully paid and nonassessable. The Company's bank subsidiaries
         consist exclusively of the following: Busey Bank and Busey Bank fsb,
         which are collectively hereinafter referred to as the "Banks."

                  (vii) All of the issued and outstanding shares of capital
         stock of the Company are duly authorized, validly issued, fully paid
         and nonassessable, were offered and sold in compliance with all federal
         and state securities laws, and were not issued in violation of or
         subject to any preemptive rights or other rights to subscribe for or
         purchase securities. Except as otherwise stated in the Registration
         Statement and Prospectus, there are no preemptive rights or other
         rights to subscribe for or to purchase, or any restriction upon the
         voting or transfer of, the Junior Subordinated Debentures, the common
         securities of the Trust held by the Company (the "Common Securities")
         or the Preferred Securities. Neither the filing of the Registration
         Statement nor the registration of the Preferred Securities, the
         Guarantee or the Junior Subordinated Debentures gives rise to any
         rights for or relating to the registration of any capital stock or
         other securities of the Company or the Trust. The Company has an
         authorized and outstanding capitalization as set forth in the
         Registration Statement and the Prospectus.

                  (viii) Each of this Agreement, the Indenture, the Trust
         Agreement, the Guarantee Agreement and the Agreement as to Expenses and
         Liabilities (the "Expense Agreement") has been duly authorized,
         executed and delivered by the Company and/or the Trust, as the case may
         be, and constitutes a valid, legal and binding obligation of the
         Company and/or the Trust, as the case may be, enforceable in accordance
         with its

                                       4
   5

         terms, except as rights to indemnity hereunder may be limited by
         federal or state securities laws and except as such enforceability may
         be limited by bankruptcy, insolvency, reorganization or similar laws
         affecting the rights of creditors generally and subject to general
         principles of equity and, with respect to Section 7 hereof, by the
         public policy underlying the federal or state securities laws. The
         execution, delivery and performance of this Agreement, the Indenture,
         the Trust Agreement, the Guarantee Agreement and the Expense Agreement
         and the consummation of the transactions herein or therein contemplated
         will not result in a breach of the Company's or any of its
         subsidiaries' charters or bylaws, the Trust Agreement or the Trust's
         certificate of trust filed with the State of Delaware on May 15, 2001
         (the "Certificate of Trust") or breach or violation of any of the terms
         and provisions of, or constitute a default under, any statute, any
         indenture, mortgage, deed of trust, loan agreement, lease, franchise,
         license or other agreement or instrument to which the Trust, the
         Company or any of the Company's subsidiaries is a party or by which the
         Trust, the Company or any of the Company's subsidiaries is bound or to
         which any property or assets of the Trust, the Company or any of the
         Company's subsidiaries is subject, or any order, rule, regulation or
         decree of any court or governmental agency or body having jurisdiction
         over the Company, any of its subsidiaries or the Trust or having
         jurisdiction over any of the properties of the Company, any of its
         subsidiaries or the Trust which breach, violation or default would have
         a material adverse effect upon the condition (financial or otherwise)
         or results of operations of the Company and its subsidiaries taken as a
         whole. No consent, approval, authorization or order of, or filing with,
         any court or governmental agency or body is required for the execution,
         delivery and performance of this Agreement, the Indenture, the Trust
         Agreement, the Guarantee Agreement and the Expense Agreement or for the
         consummation of the transactions contemplated hereby or thereby,
         including the issuance or sale of the Junior Subordinated Debentures by
         the Company and the Common Securities and the Preferred Securities by
         the Trust, except such as may be required under the Act, all of which
         have been obtained or made, and under state securities or blue sky laws
         and clearance of such offering of the Preferred Securities by the
         Underwriters with the National Association of Securities Dealers, Inc.
         ("NASD") and except where any failure to obtain such consents,
         approvals, authorizations or orders or to make such filings will not
         have a material adverse effect upon the condition (financial or
         otherwise) or results of operations of the Company and its subsidiaries
         taken as a whole. Each of the Company and the Trust, as the case may
         be, has full power and authority to enter into this Agreement, the
         Indenture, the Trust Agreement, the Guarantee Agreement and the Expense
         Agreement, as the case may be, and to authorize, issue and sell the
         Junior Subordinated Debentures or the Common Securities and the
         Preferred Securities, as the case may be, as contemplated by this
         Agreement; and each of the Indenture, the Trust Agreement and the
         Guarantee Agreement has been duly qualified under the Trust Indenture
         Act and will conform in all material respects to the statements
         relating thereto in the Registration Statement and the Prospectus.

                  (ix) The Junior Subordinated Debentures have been duly
         authorized by the Company and at the Closing Date or the Option Closing
         Date (each as defined below),

                                       5
   6

         as the case may be, will have been duly executed by the Company and,
         when authenticated in the manner provided for in the Indenture and
         delivered against payment therefor as described in the Prospectus, will
         constitute valid and binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except to the
         extent that enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization or similar laws affecting the rights of
         creditors generally and subject to general principles of equity, will
         be in the form contemplated by, and entitled to the benefits of, the
         Indenture, will conform to the statements relating thereto in the
         Prospectus, and will be owned by the Trust free and clear of any
         security interest, pledge, lien, encumbrance, claim or equity.

                  (x) The Common Securities have been duly authorized by the
         Trust Agreement and, when issued and delivered by the Trust to the
         Company against payment therefor as described in the Prospectus, will
         be validly issued and (subject to the terms of the Trust Agreement)
         fully paid and nonassessable undivided beneficial interests in the
         assets of the Trust and will conform to all statements relating thereto
         contained in the Prospectus; and at the Closing Date or the Option
         Closing Date, as the case may be, all of the issued and outstanding
         Common Securities of the Trust will be directly owned by the Company
         free and clear of any security interest, pledge, lien, encumbrance,
         claim or equity.

                  (xi) The Preferred Securities have been duly authorized by the
         Trust Agreement and, when issued and delivered pursuant to this
         Agreement against payment of the consideration set forth herein, will
         be validly issued and fully paid and non-assessable undivided
         beneficial interests in the Trust, will be entitled to the benefits of
         the Trust Agreement and will conform to the statements relating thereto
         contained in the Prospectus.

                  (xii) The Indenture, the Trust Agreement, the Guarantee
         Agreement and the Expense Agreement are in substantially the respective
         forms filed as exhibits to the Registration Statement.

                  (xiii) The Company's obligations under the Guarantee Agreement
         are subordinated and junior in right of payment to all Senior
         Indebtedness (as defined in the Indenture) of the Company.

                  (xiv) The Junior Subordinated Debentures are subordinate and
         junior in right of payment to all Senior Indebtedness of the Company.

                  (xv) Each of the Administrative Trustees of the Trust is an
         officer or director of the Company and has been duly authorized by the
         Company to execute and deliver the Trust Agreement.

                  (xvi) The consolidated financial statements of the Company
         included or incorporated by reference in the Registration Statement
         present fairly the consolidated financial position of the Company as of
         the respective dates of such financial

                                       6
   7
         statements, and the consolidated results of operations and cash flows
         of the Company for the respective periods covered thereby, are in
         conformity with generally accepted accounting principles consistently
         applied throughout the periods involved, except as disclosed in the
         Prospectus. The financial information included and incorporated by
         reference in the Prospectus under "Selected Consolidated Financial and
         Other Data" presents fairly, on the basis stated in the Prospectus, the
         information set forth therein.

                  (xvii) The accountants who have expressed their opinions with
         respect to certain of the financial statements included or incorporated
         by reference in the Registration Statement are independent accountants
         as required by the Act.

                  (xviii) Neither the Company nor any subsidiary is in violation
         of its respective charter; the Trust is not in violation of the Trust
         Agreement or its Certificate of Trust; and none of the Trust, the
         Company or its subsidiaries is in violation or otherwise in default
         under any consent decree, or in default with respect to any provision
         of any material lease, loan agreement, franchise, license, permit or
         other contract obligation to which it is a party which would have a
         material adverse effect upon the condition (financial or otherwise) or
         results of operations of the Trust, the Company and the Company's
         subsidiaries, taken as a whole ("Material Adverse Effect"); and there
         does not exist any state of facts which constitutes an Event of Default
         as defined in such documents or which, with notice or lapse of time or
         both, would constitute such an Event of Default, in each case, except
         for defaults which neither singly nor in the aggregate would have a
         Material Adverse Effect.

                  (xix) With the exception of Thomas Reuter vs. Mastercard
         International, Inc. et al., which has been previously disclosed to the
         Representatives, there are no legal or governmental proceedings
         pending, or to the Trust's or Company's knowledge, threatened to which
         the Trust, the Company or any of the Company's subsidiaries is or may
         reasonably be expected to be a party or of which property owned or
         leased by the Trust, the Company or any of the Company's subsidiaries
         is or may reasonably be expected to be the subject, or related to
         environmental or discrimination matters which if adversely determined
         would have a Material Adverse Effect that are not disclosed in the
         Prospectus.

                  (xx) The Company is a financial holding company duly
         registered with the Board of Governors of the Federal Reserve System
         ("Federal Reserve") under the Bank Holding Company Act of 1956, as
         amended. The conduct of the business of the Company and each of its
         subsidiaries is in compliance in all respects with applicable federal,
         state, local and foreign laws and regulations, except where the failure
         to be in compliance would not have a material adverse effect upon the
         condition (financial or otherwise) or results of operation of the
         Company and its subsidiaries taken as a whole. The Company and its
         subsidiaries own or possess or have obtained all governmental licenses,
         permits, consents, orders, approvals and other authorizations necessary
         to lease or own, as the case may be, and to operate their properties
         and to carry on their businesses as presently conducted except where
         the failure to have obtained such licenses, permits, consents, orders,
         approvals and other authorization would not have a material adverse
         effect upon the condition (financial or otherwise) or results of

                                       7
   8

         operation of the Company and its subsidiaries taken as a whole, and
         neither the Company nor its subsidiaries have received any notice of
         proceedings related to revocation or modification of any such licenses,
         permits, consents, orders, approvals or authorizations which singly or
         in the aggregate, if the subject of an unfavorable ruling or finding,
         would result in a material adverse effect upon the condition (financial
         or otherwise) or results of operation of the Company and its
         subsidiaries taken as a whole. Neither the Company nor any Bank is a
         party or subject to any agreement or memorandum with, or directive or
         order issued by, the Federal Reserve, the Office of Thrift Supervision,
         the Illinois Office of Banks and Real Estate or any other bank
         regulatory authority, which imposes any restrictions or requirements
         not generally applicable to bank holding companies or commercial banks,
         except as described or contemplated in the Prospectus.

                  (xxi) The Company and each of its subsidiaries have good and
         marketable title to all the properties and assets reflected as owned in
         the financial statements hereinabove described (or elsewhere in the
         Prospectus), subject to no lien, mortgage, pledge, charge or
         encumbrance of any kind except for such properties as are pledged
         against the borrowings of the Company or any of its subsidiaries and
         except those, if any, reflected in such financial statements (or
         elsewhere in the Prospectus) or which are not material to the Company
         and its subsidiaries taken as a whole. The Company and each of its
         subsidiaries hold their respective leased properties which are material
         to the Company and its subsidiaries taken as a whole under valid and
         binding leases.

                  (xxii) The Offerors have not taken and will not take, directly
         or indirectly, any action designed to or which has constituted or which
         might reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of the
         Preferred Securities.

                  (xxiii) There is no material contract or other document of a
         character required to be described in the Registration Statement or the
         Prospectus (or the Incorporated Documents) or to be filed as an exhibit
         to the Registration Statement (or the Incorporated Documents) which is
         not described or filed as required.

                  (xxiv) The Trust and the Company have filed all necessary
         federal and state income and franchise tax returns and have paid all
         taxes shown as due thereon, and there is no tax deficiency that has
         been or to the knowledge of the Trust or the Company, threatened to be
         asserted against the Trust or the Company or any of their properties or
         assets that would or could be expected to have a Material Adverse
         Effect.

                  (xxv) The Trust and the Company, together with the Company's
         subsidiaries, own and possess all right, title and interest in and to,
         or have duly licensed from third parties, all patents, patent rights,
         trade secrets, inventions, know-how, trademarks, trade names,
         copyrights, service marks and other proprietary rights ("Trade Rights")
         material to the business of the Trust and the Company and each of the
         Company's subsidiaries taken as a whole. Neither the Trust, the Company
         nor any of its

                                       8
   9

         subsidiaries has received any notice of infringement, misappropriation
         or conflict from any third party as to such material Trade Rights which
         has not been resolved or disposed of and to the Trust's and the
         Company's knowledge neither the Trust, the Company nor any of the
         Company's subsidiaries has infringed, misappropriated or otherwise
         conflicted with material Trade Rights of any third parties, which
         infringement, misappropriation or conflict would have a Material
         Adverse Effect.

                  (xxvi) No statement, representation, warranty or covenant made
         by the Company in this Agreement or made in any certificate or document
         required by this Agreement to be delivered to will be, when made,
         inaccurate, untrue or incorrect.

                  (xxvii) Neither the Company nor its subsidiaries nor, to the
         Company's knowledge, any employee or agent of the Company or its
         subsidiaries has made any payment of funds of the Company or its
         subsidiaries or received or retained any funds in violation of any law,
         rule or regulation.

                  (xxviii) Since the respective dates as of which information is
         given in the Registration Statement, as it may be amended or
         supplemented, (A) there has not been any material adverse change, or
         any development involving a prospective material adverse change, in or
         affecting the condition, financial or otherwise, of the Company and the
         subsidiaries taken as a whole, or the business affairs, management,
         financial position, shareholders' equity or results of operations of
         the Trust, the Company and the Company's subsidiaries, taken as a
         whole, whether or not occurring in the ordinary course of business,
         including, without limitation, any material increase in the amount or
         number of classified assets of the Banks, any decrease in net interest
         margin for any month to a level below 3.25%, or any material decrease
         in the volume of loan originations, the amount of deposits or the
         amount of loans, (B) there has not been any transaction not in the
         ordinary course of business entered into by the Trust, the Company or
         any of the Company's subsidiaries which is material to the Trust, the
         Company and the Company's subsidiaries, taken as a whole, other than
         transactions described or contemplated in the Registration Statement,
         (C) the Trust, the Company and the Company's subsidiaries have not
         incurred any material liabilities or obligations, which are not in the
         ordinary course of business or which could result in a material
         reduction in the future earnings of the Trust, the Company and the
         Company's subsidiaries, taken as a whole, (D) the Company and the
         Company's subsidiaries have not sustained any material loss or
         interference with their respective businesses or properties from fire,
         flood, windstorm, accident or other calamity, whether or not covered by
         insurance, (E) except as described or contemplated in the Prospectus,
         since December 31, 2000, there has not been any material change in the
         capital stock of the Company or the Company's subsidiaries, or any
         material increase in the short-term or long-term debt (including
         capitalized lease obligations) of the Company and the Company's
         subsidiaries, taken as a whole, and (F) except as described or
         contemplated in the Prospectus, since December 31, 2000, there has not
         been any declaration or payment of any dividends or any distributions
         of any kind with respect to the capital stock of the Company.

                                       9
   10

                  (xxix) Other than a Certificate of Trust filed with the
         Secretary of State of Delaware on May 15, 2001, there are no required
         licenses, approvals, certificates and permits from governmental and
         regulatory authorities, foreign and domestic, which are necessary to
         the conduct of its business as described in the Prospectus. The Company
         has all necessary approvals of the Federal Reserve to own the stock of
         its subsidiaries. None of the Trust, the Company or any of the
         Company's subsidiaries has received notice of or has knowledge of any
         basis for any proceeding or action relating specifically to the Trust,
         the Company or any of the Company's subsidiaries for the revocation or
         suspension of any such consent, authorization, approval, order,
         license, certificate or permit or any other action or proposed action
         by any regulatory authority having jurisdiction over the Trust, the
         Company or any of the Company's subsidiaries that would have a material
         adverse effect on the Trust, the Company or any of the Company's
         subsidiaries.

                  (xxx) The Offerors' registration statement pursuant to Section
         12(b) of the Exchange Act with respect to the Preferred Securities, has
         been declared effective by the Commission and the Preferred Securities
         have been approved for inclusion on The Nasdaq National Market under
         the symbol "BUSEP".

                  (xxxi) The Offerors have not distributed and will not
         distribute any prospectus or other offering material in connection with
         the offering and sale of the Preferred Securities other than any
         Preliminary Prospectus or the Prospectus or other materials permitted
         by the Act to be distributed by the Company.

                  (xxxii) The deposit accounts of the Banks are insured by the
         Federal Deposit Insurance Corporation (the "FDIC") to the fullest
         extent provided by law. No proceeding for the termination of such
         insurance is pending or is threatened. Except as described in the
         Prospectus, neither the Company nor any of its subsidiaries has
         received or is subject to any directive or order from the Federal
         Reserve, the FDIC, the Office of Thrift Supervision or the Illinois
         Office of Banks and Real Estate, or any other regulatory authority to
         make any material change in the method of conducting their respective
         businesses that has not been complied with in all material respects.

                  (xxxiii) Neither the Offerors nor any of their affiliates does
         any business, directly or indirectly, with the government of Cuba or
         with any person or entity located in Cuba.

                  (xxxiv) None of the Trust, the Company or any of the Company's
         subsidiaries is an "investment company" or a company "controlled" by an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended, or an "investment adviser" within the meaning of
         the Investment Advisers Act of 1940, as amended.

                  (xxxv) The Company and its subsidiaries maintain a system of
         internal accounting controls sufficient to provide reasonable
         assurances that (A) transactions are executed in accordance with
         management's general or specific authorization;

                                       10
   11

         (B) transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and to maintain accountability for assets; (C) access to
         records is permitted only in accordance with management's general or
         specific authorization; and (D) the recorded accountability for assets
         is compared with existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

                  (xxxvi) Other than as contemplated by this Agreement and as
         disclosed in the Registration Statement, the Company has not incurred
         any liability for any finder's or broker's fee or agent's commission in
         connection with the execution and delivery of this Agreement or the
         consummation of the transactions contemplated hereby.

                  (xxxvii) No report or application filed by the Company or any
         of its subsidiaries with the Federal Reserve, the FDIC, the Office of
         Thrift Supervision or the Illinois Office of Banks and Real Estate, as
         of the date it was filed, failed to comply with the applicable
         requirements of the Federal Reserve, the FDIC, the Office of Thrift
         Supervision or the Illinois Office of Banks and Real Estate, as the
         case may be, in any material respect.

                  (xxxviii) The proceeds from the sale of the Preferred
         Securities will constitute "Tier 1" capital (as defined in 12 C.F.R.
         Part 325), subject to applicable regulatory restrictions on the amount
         thereof that can be included in Tier 1 capital.

         (b) Any certificate signed by or on behalf of the Trust or the Company
and delivered to the Underwriters or counsel to the Underwriters shall be deemed
to be a representation and warranty of the Trust or the Company to each
Underwriter as to the matters covered thereby.

         Section 2. Purchase, Sale and Delivery of Preferred Securities. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Trust agrees to issue
and sell to each Underwriter, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Trust, at a purchase price of $10.00 per
security, the number of Firm Securities set forth opposite the name of such
Underwriter in Schedule A hereto.

         In addition, on the basis of the representations, warranties and
covenants herein contained and subject to the terms and conditions herein set
forth, the Trust hereby grants to the several Underwriters an option to
purchase, at their election, up to 300,000 Option Securities at a price of
$10.00 per security, for the sole purpose of covering overallotments in the sale
of the Firm Securities. The option granted hereby may be exercised in whole or
in part, but only once, and at any time upon written notice given within 30 days
after the date of this Agreement, by you, as Representatives of the several
Underwriters, to the Trust setting forth the number of Option Securities as to
which the several Underwriters are exercising the option and the time and date
at which certificates are to be delivered. If any Option Securities are
purchased, each Underwriter agrees, severally and not jointly, to purchase that
portion of the number of Option Securities as to which such election shall have
been exercised (subject to

                                       11
   12

adjustment to eliminate fractional shares) determined by multiplying such number
of Option Securities by a fraction the numerator of which is the maximum number
of Option Securities which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule A hereto and the denominator
of which is the maximum number of Option Securities which all of the
Underwriters are entitled to purchase hereunder. If the date of exercise of the
option is three or more full days before the Closing Date, the notice of
exercise shall set the Closing Date as the Option Closing Date.

         As compensation to the Underwriters for their commitments hereunder and
in view of the fact that the proceeds of the sale of the Preferred Securities
(together with the entire proceeds from the sale by the Trust to the Company of
the Common Securities) will be used to purchase the Junior Subordinated
Debentures, the Company hereby agrees to pay at the Closing Date, or the Option
Closing Date, as the case may be (each as defined below) to the Representatives
a commission of $[ ] per Preferred Security sold by the Trust hereunder on each
respective date.

         The Firm Securities will be delivered by the Company to the
Representatives against payment of the purchase price therefor at the offices of
Chapman and Cutler, Chicago, Illinois, or such other location as may be mutually
acceptable, at 9:00 a.m., central time on June __, 2001, or such other time and
date as the Representatives and the Company may agree upon in writing, such time
and date of delivery being herein referred to as the "Closing Date," and, with
respect to the Option Securities, at the time and on the date specified by you
in the written notice given by you of the Underwriters' election to purchase the
Option Securities, or such other time and date as you and the Company may agree
upon in writing, such time and date being referred to herein as the "Option
Closing Date." The purchase price shall be payable by wire transfer of
immediately available funds to an account, such account to be designated by the
Trust at least two business days preceding the Closing Date or the Option
Closing Date, as the case may be. The Underwriters' commission shall be payable
by wire transfer of immediately available funds to an account, such account to
be designated by the Underwriters at least two business days preceding the
Closing Date or the Option Closing Date, as the case may be. Delivery of the
Preferred Securities may be made by credit through full fast transfer to the
accounts at The Depository Trust Company designated by you. Certificates
representing the Preferred Securities, in definitive form and in such
denominations and registered in such names as you may request upon at least two
business days' prior notice to the Company shall be prepared and will be made
available for checking and packaging, not later than 10:30 a.m., central time,
on the business day next preceding the Closing Date or the Option Closing Date,
as the case may be, at the offices of Howe Barnes Investments, Inc., 135 South
LaSalle Street, Chicago, Illinois 60603, or such other location as may be
mutually acceptable.

         It is understood that any Underwriter may (but shall not be obligated
to) make payment to the Company on behalf of the other Underwriters for the
Preferred Securities to be purchased by such Underwriters. Any such payment
shall not relieve such other Underwriters of any of their obligations hereunder.
Nothing herein contained shall cause the Underwriters to be construed as an
unincorporated association or partner with either or both Offerors.

                                       12
   13

         Section 3. Offering by Underwriters. (a) It is understood that the
Underwriters propose to make a public offering of the Firm Securities as soon as
the Underwriters deem it advisable to do so. The Firm Securities are to be
initially offered to the public at the initial public offering price set forth
in the Prospectus.

         (b) The Representatives, on behalf of the Underwriters, represent and
warrant to the Company that the information set forth (i) on the cover page of
the Prospectus with respect to price, underwriting compensation and terms of the
offering and (ii) under "Underwriting" in the Prospectus was furnished to the
Offerors by and on behalf of the Underwriters for use in connection with the
preparation of the Registration Statement and is correct and complete in all
material respects.

         Section 4. Covenants of the Offerors. The Offerors jointly and
severally covenant and agree with the Underwriters that:

                  (a) The Company and the Administrative Trustees on behalf of
         the Trust will prepare and timely file with the Commission under Rule
         424(b) under the Act a Prospectus containing information previously
         omitted at the time of effectiveness of the Registration Statement in
         reliance on Rule 430A under the Act, and will not file any amendment to
         the Registration Statement or supplement to the Prospectus of which the
         Underwriters shall not previously have been advised and furnished with
         a copy and as to which the Underwriters shall have reasonably objected
         in writing promptly after reasonable notice thereof or which is not in
         compliance with the Act or the rules and regulations thereunder.

                  (b) If the Offerors elect to rely on Rule 434 of the Act, the
         Offerors will prepare a term sheet that complies with the requirements
         of Rule 434. If the Offerors elect not to rely on Rule 434, the
         Offerors will provide the Underwriters with copies of the form of
         prospectus, in such numbers as the Underwriters may reasonably request,
         and file with the Commission such prospectus in accordance with Rule
         424(b) of the Act by the close of business in New York City on the
         second business day immediately succeeding the date of pricing of the
         offering of the Preferred Securities (the "Pricing Date"). If the
         Offerors elect to rely on Rule 434, the Offerors will provide the
         Underwriters with copies of the form of Rule 434 Prospectus, in such
         numbers as the Underwriters may reasonably request, by the close of
         business in New York on the business day immediately succeeding the
         Pricing Date.

                  (c) The Offerors will advise the Underwriters promptly of any
         request of the Commission for amendment of the Registration Statement
         or for supplement to the Prospectus or for any additional information,
         or of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the use of the
         Prospectus, of the suspension of the qualification of the Preferred
         Securities for offering or sale in any jurisdiction, or of the
         institution or threatening of any proceedings for that purpose, and the
         Offerors will use their best efforts to prevent the issuance of any
         such stop order preventing or suspending the use of the Prospectus or

                                       13
   14

         suspending such qualification and to obtain as soon as possible the
         lifting thereof, if issued.

                  (d) The Offerors will cooperate with you and your counsel in
         order to qualify the Preferred Securities for sale under the securities
         laws of such jurisdictions as the Underwriters may reasonably have
         designated and to continue such qualifications in effect for so long as
         the Underwriters may reasonably request for distribution of the
         Preferred Securities (or obtain exemptions from the application of such
         laws). The Offerors will, from time to time, prepare and file such
         statements, reports and other documents as may be requested by the
         Underwriters for that purpose.

                  (e) The Offerors will furnish the Underwriters with as many
         copies of any Preliminary Prospectus as the Underwriters may reasonably
         request and, during the period when delivery of a prospectus is
         required under the Act, the Offerors will furnish the Underwriters with
         as many copies of the Prospectus in final form, or as thereafter
         amended or supplemented, as the Underwriters may, from time to time,
         reasonably request. The Offerors will deliver to the Underwriters, at
         or before the Closing Date or the Option Closing Date, as the case may
         be, two signed copies of the Registration Statement and all amendments
         thereto including all exhibits filed therewith, together with the
         Incorporated Documents, and will deliver to the Underwriters such
         number of conformed copies of the Registration Statement, without
         exhibits, and of all amendments thereto, together with the Incorporated
         Documents, as the Underwriters may reasonably request.

                  (f) If at any time when a prospectus relating to the Preferred
         Securities is required to be delivered under the Act any event occurs
         as a result of which the Prospectus, including any amendments or
         supplements, would include an untrue statement of a material fact, or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it is
         necessary at any time to amend the Prospectus, including any amendments
         or supplements thereto and including any revised prospectus which the
         Offerors propose for use by the Underwriters in connection with the
         offering of the Preferred Securities which differs from the prospectus
         on file with the Commission at the time of effectiveness of the
         Registration Statement, whether or not such revised prospectus is
         required to be filed pursuant to Rule 424(b) to comply with the Act,
         the Offerors promptly will advise you thereof and will promptly prepare
         and file with the Commission an amendment or supplement which will
         correct such statement or omission or an amendment which will effect
         such compliance; and, in case any Underwriter is required to deliver a
         prospectus nine months or more after the effective date of the
         Registration Statement, the Offerors upon request, but at the expense
         of such Underwriter, will prepare promptly such prospectus or
         prospectuses as may be necessary to permit compliance with the
         requirements of Section 10(a)(3) of the Act.

                                       14
   15
                  (g) Not later than September 30, 2002, the Company will make
         generally available to its security holders an earnings statement
         (which need not be audited) covering a period of at least 12 months
         beginning after the effective date of the Registration Statement, which
         will satisfy the provisions of the last paragraph of Section 11(a) of
         the Act.

                  (h) During the period of five years hereafter, the Company
         will furnish you with a copy (i) as soon as practicable after the
         filing thereof, of each report filed by the Company with the
         Commission, any securities exchange or the NASD; (ii) as soon as
         practicable after the release thereof, of each material press release
         in respect of the Company; and (iii) as soon as available, of each
         report of the Company mailed to stockholders.

                  (i) The Offerors will use the net proceeds received by it from
         the sale of the Preferred Securities in the manner specified in the
         Prospectus.

                  (j) If, at the time of effectiveness of the Registration
         Statement, any information shall have been omitted therefrom in
         reliance upon Rule 430A and/or Rule 434, then on the Pricing Date, the
         Offerors will prepare, and file or transmit for filing with the
         Commission in accordance with such Rule 430A, Rule 424(b) and/or Rule
         434, copies of an amended Prospectus, or, if required by such Rule 430A
         and/or Rule 434, a post-effective amendment to the Registration
         Statement (including an amended Prospectus), containing all information
         so omitted. If required, the Offerors will prepare and file, or
         transmit for filing, a Rule 462(b) Registration Statement not later
         than the date of the execution of the Pricing Agreement. If a Rule
         462(b) Registration Statement is filed, the Offerors shall make payment
         of, or arrange for payment of, the additional registration fee owing to
         the Commission required by Rule 111.

                  (k) The Offerors will comply with all registration, filing and
         reporting requirements of the Exchange Act and The Nasdaq National
         Market.

         Section 5. Costs and Expenses. The Offerors will pay (directly or by
reimbursement) all costs, expenses and fees incident to the performance of the
obligations of the Offerors under this Agreement, including, without limiting
the generality of the foregoing, the following: accounting fees of the Offerors;
the fees and disbursements of counsel for the Offerors; the cost of preparing,
printing and filing of the Registration Statement, Preliminary Prospectuses and
the Prospectus and any amendments and supplements thereto and the printing,
mailing and delivery to the Underwriters and dealers of copies thereof and of
this Agreement, the Selected Dealers Agreement, any blue sky memorandum, if
deemed necessary by the Underwriters, after consultation with the Offerors, and
any supplements or amendments thereto (excluding, except as provided below, fees
and expenses of counsel to the Underwriters); the filing fees of the Commission;
the filing fees incident to securing any required review by NASD of the
terms of the sale of the Preferred Securities; the fees and expenses of the
Indenture Trustee, including the fees and disbursements of counsel for the
Indenture

                                       15
   16

Trustee in connection with the Indenture and Junior Subordinated Debentures; the
fees and expenses of the Property Trustee and the Delaware Trustee, including
the fees and disbursements of counsel for the Property Trustee and the Delaware
Trustee in connection with the Trust Agreement and the Certificate of Trust; the
fees and expenses of the Guarantee Trustee, including the fees and disbursements
of counsel for the Guarantee Trustee in connection with the Guarantee and
Guarantee Agreement; listing fees, if any, transfer taxes and the expenses,
including the fees and disbursements of counsel for the Underwriters, incurred
in connection with the qualification of the Preferred Securities under state
securities or blue sky laws (which shall not exceed $2,000); the fees and
expenses incurred in connection with the listing of the Preferred Securities on
The Nasdaq National Market; the costs of preparing certificates representing
Junior Subordinated Debentures or Preferred Securities; the costs and fees of
any registrar or transfer agent and all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 5. The Offerors shall not be required to pay for
any of the Underwriters' expenses (other than those related to qualification of
the Preferred Securities under state securities or blue sky laws which shall be
paid by the Offerors as provided above) except that, if this Agreement shall not
be consummated because the conditions in Section 6 hereof are not satisfied, or
because this Agreement is terminated by the Underwriters pursuant to Section 9
hereof, or by reason of any failure, refusal or inability on the part of the
Offerors to perform any undertaking or satisfy any condition of this Agreement
or to comply with any of the terms hereof on either of their parts to be
performed, unless such failure to satisfy said condition or to comply with said
terms shall be due to the default or omission of any Underwriter, then the
Offerors promptly upon request by the Underwriters shall reimburse the
Underwriters for all actual, accountable out-of-pocket expenses, including fees
and disbursements of counsel reasonably incurred in connection with
investigating, marketing and proposing to market the Preferred Securities or in
contemplation of performing their obligations hereunder, up to $10,000 but the
Offerors shall not in any event be liable to any of the Underwriters for damages
on account of loss of anticipated profits from the sale by them of the Preferred
Securities.

         Section 6. Conditions of Obligations of the Underwriters. The several
obligations of the Underwriters to purchase the Firm Securities on the Closing
Date and the Option Securities, if any, on the Option Closing Date are subject
to the condition that all representations and warranties of the Offerors
contained herein are true and correct, at and as of the Closing Date or the
Option Closing Date, as the case may be, and the condition that each Offeror
shall have performed all of its covenants and obligations hereunder and to the
following additional conditions:

                  (a) The Prospectus shall have been filed with the Commission
         pursuant to Rule 424(b) within the applicable time period prescribed
         for such filing by the rules and regulations under the Act and in
         accordance with Section 4(a) hereof; no stop order suspending the
         effectiveness of the Registration Statement, as amended from time to
         time, or any part thereof shall have been issued and no proceedings for
         that purpose shall have been initiated or threatened by the Commission;
         and all requests for

                                       16
   17

         additional information on the part of the Commission shall have been
         complied with to the reasonable satisfaction of the Underwriters.

                  (b) The Underwriters shall have received on the Closing Date
         or the Option Closing Date, as the case may be, the opinion of Chapman
         and Cutler, counsel for the Offerors, dated the Closing Date or the
         Option Closing Date, as the case may be, addressed to the Underwriters,
         to the effect that:

                  (i) (A) the Company is validly existing as a corporation in
         good standing under the laws of the State of Nevada with corporate
         power and authority to own its properties and conduct its business as
         described in the Prospectus; and, to the best of such counsel's
         knowledge the Company is duly qualified to do business as a foreign
         corporation under the corporation laws of, and is in good standing as
         such in, every jurisdiction where such qualification is required except
         where the failure so to qualify would not have a material adverse
         effect upon the condition (financial or otherwise) or results of
         operations of the Company and its subsidiaries taken as a whole;

                           (B) an opinion to the same general effect as clause
         (A) of this subparagraph (i) in respect of each non-bank subsidiary of
         the Company;

                  (ii) the Company owns directly or indirectly 100 percent of
         the outstanding capital stock of each subsidiary;

                  (iii) since 1998, the issued and outstanding capital stock of
         the Company has been duly authorized and validly issued and is fully
         paid and nonassessable;

                  (iv) the Registration Statement has become effective under the
         Act, and, to the best knowledge of such counsel, no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose have been instituted or are
         pending or contemplated under the Act, and the Registration Statement
         (including the information deemed to be part of the Registration
         Statement at the time of effectiveness pursuant to Rule 430A(b) and/or
         Rule 434, if applicable), the Prospectus and each amendment or
         supplement thereto (except for the financial statements and other
         statistical or financial data included therein as to which such counsel
         need express no opinion and except for the parts of the registration
         statement which constitute the Form T-1 under the Trust Indenture Act
         as to which such counsel need express no opinion) comply as to form in
         all material respects with the requirements of the Act; all documents
         incorporated by reference in the Prospectus, when they were filed with
         the Commission, complied as to form in all material respects with the
         requirements of the Exchange Act; and such counsel have no reason to
         believe that any of such documents, when they were so filed, contained
         an untrue statement of a material fact or omitted to state a material
         fact necessary in order to make the statements therein, in the light of
         the circumstances under which such statements were made when such
         documents were so filed, not misleading (such counsel need express no
         opinion as to the financial statements or other financial or
         statistical data contained in any such document); such counsel have no
         reason to believe that either the

                                       17
   18

         Registration Statement (including the information deemed to be part of
         the Registration Statement at the time of effectiveness pursuant to
         Rule 430A(b) and/or Rule 434, if applicable), or the Registration
         Statement as amended (except as aforesaid), as of their respective
         effective dates, contained any untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading or that the
         Prospectus as amended or supplemented, if applicable, as of the issue
         date and as of the Closing Date or the Option Closing Date, as the case
         may be, contained any untrue statement of a material fact or omitted to
         state any material fact necessary to make the statements therein not
         misleading in light of the circumstances under which they were made
         (except for the financial statements and other statistical or financial
         data included therein as to which such counsel need express no
         opinion); and such counsel does not know of any legal or governmental
         proceedings pending or threatened required to be described in the
         Prospectus which are not described as required, nor of any contracts or
         documents of a character required to be described in the Registration
         Statement or Prospectus or to be filed as exhibits to the Registration
         Statement which are not described or filed, as required;

                  (v) the statements under the captions "Description of the
         Preferred Securities," "Description of the Debentures," "Book-Entry
         Issuance," "Description of the Guarantee," "Relationship Among the
         Preferred Securities, the Debentures and the Guarantee," "Material
         Federal Income Tax Consequences" and "ERISA Considerations" in the
         Prospectus, insofar as such statements constitute a summary of
         documents referred to therein or matters of law, are accurate summaries
         and fairly present, in all material respects, the information called
         for with respect to such documents and matters;

                  (vi) the holders of the Company's outstanding securities are
         not entitled to any preemptive or other rights to subscribe for the
         Junior Subordinated Debentures or the Preferred Securities under the
         Company's bylaws and, to the knowledge of such counsel, no such rights
         exist under any other agreement or arrangement;

                  (vii) all of the issued and outstanding Common Securities of
         the Trust are owned by the Company and, to the best of such counsel's
         knowledge, free and clear of any security interest, mortgage, pledge,
         lien, encumbrance, claim or equitable right;

                  (viii) the Trust Agreement, the Indenture and the Guarantee
         have been duly qualified under the Trust Indenture Act;

                  (ix) the Junior Subordinated Debentures are in the form
         contemplated by the Indenture, have been duly authorized, executed and
         delivered by the Company and, when authenticated by the Indenture
         Trustee in the manner provided for in the Indenture and delivered
         against payment therefor, will constitute valid and binding obligations
         of the Company, enforceable against the Company in accordance with
         their terms, except to the extent that enforcement thereof may be
         limited by bankruptcy,

                                       18
   19

         insolvency, reorganization or similar laws affecting the rights of
         creditors generally and subject to general principles of equity;

                  (x) the Junior Subordinated Debentures are subordinate and
         junior in right of payment to all Senior Indebtedness (as defined in
         the Indenture) of the Company;

                  (xi) to the best of such counsel's knowledge and information
         after due inquiry, (A) the Trust is not required to be authorized to do
         business in any jurisdiction other than Delaware, except where the
         failure to be so authorized would not have a material adverse effect on
         the Trust's condition (financial or otherwise) or results of operations
         taken as a whole; and (B) the Trust is not a party to or otherwise
         bound by any material agreement other than those described in the
         Prospectus;

                  (xii) the Trust Agreement has been duly executed and delivered
         by the Administrative Trustees;

                  (xiii) the Company has full corporate power and authority and
         the Trust has full trust power and authority to enter into this
         Agreement, the Indenture, the Trust Agreement, the Guarantee Agreement
         and the Expense Agreement, as applicable, and to issue the Junior
         Subordinated Debentures and to effect the transactions contemplated by
         this Agreement, the Indenture, the Trust Agreement, the Guarantee
         Agreement and the Expense Agreement, as applicable, and each of this
         Agreement, the Indenture, the Trust Agreement, the Guarantee Agreement
         and the Expense Agreement have been duly authorized, executed and
         delivered by the Company and the Trust, as applicable, and constitutes
         a valid, legal and binding obligation of the Company and the Trust, as
         applicable, enforceable in accordance with its terms (except as rights
         to indemnity hereunder may be limited by federal or state securities
         laws and except as such enforceability may be limited by bankruptcy,
         insolvency, reorganization or similar laws affecting the rights of
         creditors generally and subject to general principles of equity). The
         execution, delivery and performance of this Agreement, the Indenture,
         the Trust Agreement, the Guarantee Agreement, the Preferred Securities,
         the Common Securities, the Junior Subordinated Debentures and the
         Expense Agreement and the consummation of the transactions herein or
         therein contemplated will not, to the best of such counsel's knowledge,
         result in a breach or violation of any of the terms and provisions of,
         or constitute a default under, any statute, rule or regulation (except
         that such counsel need express no opinion regarding any blue sky or
         state securities laws), any lease, contract, indenture, mortgage, loan
         agreement or other agreement or instrument known to such counsel to
         which the Company, the Trust or any of the Company's subsidiaries is a
         party or by which it is bound or to which any of its property is
         subject, the Company's or any of its subsidiaries' charter or bylaws,
         or the Certificate of Trust or any permit, judgment, order or decree
         known to such counsel of any court or governmental agency or body
         having jurisdiction over the Company, the Trust or any of the Company's
         subsidiaries or any of their respective properties, except for any
         breach, violation or default which would not have a material adverse
         effect on the Company or the Trust; and no consent, approval,
         authorization, order of,

                                       19
   20

         designation, declaration or filing by or with, any court or any
         regulatory, administrative or governmental agency or body is required
         for the execution, delivery and performance of this Agreement, the
         Indenture, the Trust Agreement, the Guarantee Agreement, the Expense
         Agreement, the Common Securities, the Preferred Securities, or the
         Junior Subordinated Debentures, or for the consummation of the
         transactions contemplated hereby or thereby (other than as may be
         required by federal or state laws governing banks or bank holding
         companies, the NASD, or by state securities and blue sky laws, as to
         which such counsel need express no opinion), including the issuance or
         sale of the Junior Subordinated Debentures by the Company and the
         Common Securities and Preferred Securities by the Trust, except (A)
         such as may be required under the Act, which have been obtained or
         made, and (B) the qualification of the Trust Agreement, the Guarantee
         Agreement and the Indenture under the Trust Indenture Act and the
         regulations thereunder, all of which have been effected. The filing of
         the Registration Statement and the registration of the Junior
         Subordinated Debentures, the Guarantee and the Preferred Securities
         under the Act does not give rise to any rights for or relating to the
         registration of any shares of capital stock or other securities of the
         Company;

                  (xiv) neither the Company nor the Trust is, and immediately
         upon completion of the sale of Preferred Securities contemplated
         hereby, neither the Company nor the Trust will be, an "investment
         company" or a company "controlled" by an investment company under the
         Investment Company Act of 1940, as amended;

                  (xv) Busey Bank is validly existing as an Illinois banking
         corporation in good standing under the laws of the State of Illinois
         and Busey Bank fsb is a federally chartered savings bank in good
         standing under the laws of the United States, each with power and
         authority to own its respective properties and conduct its respective
         business as described in the Prospectus;

                  (xvi) no Capital Treatment Event (as defined in the Indenture)
         has occurred; and

                  (xvii) the Offerors satisfy all of the requirements of the Act
         for use of Form S-3 for the offering of Preferred Securities
         contemplated by this Agreement.

         In rendering such opinion, such counsel may state that insofar as their
opinion under clause (iv) above relates to the accuracy and completeness of the
Prospectus and Registration Statement, including the Incorporated Documents, it
is based upon a general review with the Offerors' representatives and
independent accountants of the information contained therein, without
independent verification by such counsel of the accuracy or completeness of such
information. Such counsel may also rely upon the opinions of other competent
counsel and, as to factual matters, on certificates of officers of the Offerors
and of federal or state agencies or officials, in which case their opinion is to
state that they are so doing and copies of said opinions or certificates are to
be attached to the opinion unless said opinions or certificates (or,

                                       20
   21

in the case of certificates, the information therein) have been furnished to the
Representatives in other form.

                  (c) The Underwriters shall have received on the Closing Date
         and the Option Closing Date, as the case may be, the opinion of Chapman
         and Cutler, dated the Closing Date or the Option Closing Date,
         addressed to the Underwriters, to the effect that:

                           (i) under current law, the Trust will be classified
                  for United States federal income tax purposes as a grantor
                  trust and not as an association taxable as a corporation;
                  accordingly, for United States federal income tax purposes
                  each beneficial owner of Preferred Securities will be treated
                  as owning an undivided beneficial interest in the Junior
                  Subordinated Debentures, and stated interest on the Junior
                  Subordinated Debentures generally will be included in income
                  by a holder of Capital Securities at the time such interest
                  income is paid or accrued in accordance with such holder's
                  regular method of tax accounting; and

                           (ii) for federal income tax purposes, (a) the Junior
                  Subordinated Debentures will constitute indebtedness of the
                  Company and (b) the interest on the Junior Subordinated
                  Debentures will be deductible by the Company on an economic
                  accrual basis in accordance with Section 163(e) of the
                  Internal Revenue Code of 1986, as amended, and Treasury
                  Regulation Section 1.163-7.

                  (d) The Underwriters shall have received on the Closing Date
         or the Option Closing Date, as the case may be, the opinion of
         Richards, Layton & Finger, P.A., counsel to Wilmington Trust Company,
         as Property Trustee under the Trust Agreement, Indenture Trustee under
         the Indenture, and Guarantee Trustee under the Guarantee Agreement,
         dated the Closing Date or the Option Closing Date, as the case may be,
         addressed to the Underwriters, to the effect that:

                           (i) Wilmington Trust Company is duly incorporated and
                  is validly existing in good standing as a banking corporation
                  under the laws of the State of Delaware;

                           (ii) Wilmington Trust Company has the power and
                  authority to execute, deliver and perform its obligations
                  under the Trust Agreement, the Indenture and the Guarantee
                  Agreement;

                           (iii) each of the Trust Agreement, the Indenture and
                  the Guarantee Agreement has been duly authorized, executed and
                  delivered by Wilmington Trust Company and constitutes a legal,
                  valid and binding obligation of Wilmington Trust Company,
                  enforceable against Wilmington Trust Company, in accordance
                  with its terms;

                                       21
   22

                           (iv) the execution, delivery and performance by
                  Wilmington Trust Company of the Trust Agreement, the Indenture
                  and the Guarantee Agreement do not conflict with or constitute
                  a breach of the charter or bylaws of Wilmington Trust Company;
                  and

                           (v) no consent, approval or authorization of, or
                  registration with or notice to, any governmental authority or
                  agency of the State of Delaware or the United States of
                  America governing the banking or trust powers of Wilmington
                  Trust Company is required for the execution, delivery or
                  performance by Wilmington Trust Company of the Trust
                  Agreement, the Indenture and the Guarantee Agreement.

                  (e) The Underwriters shall have received on the Closing Date
         or the Option Closing Date, as the case may be, the opinion of
         Richards, Layton & Finger, as special Delaware counsel for the Offerors
         that:

                           (i) the Trust has been duly created and is validly
                  existing in good standing as a business trust under the
                  Delaware Act, and all filings required as of the date hereof
                  under the Delaware Act with respect to the creation and valid
                  existence of the Trust as a business trust have been made;

                           (ii) under the Trust Agreement and the Delaware Act,
                  the Trust has the trust power and authority to own property
                  and to conduct its business, all as described in the
                  Prospectus;

                           (iii) the Trust Agreement constitutes a valid and
                  binding obligation of the Company, the Property Trustee and
                  each of the Administrative Trustees, and is enforceable
                  against the Company, the Property Trustee and each of the
                  Administrative Trustees in accordance with its terms;

                           (iv) under the Trust Agreement and the Delaware Act,
                  the Trust has the trust power and authority (A) to execute and
                  deliver, and to perform its obligations under, this Agreement,
                  and (B) to issue, and to perform its obligations under, the
                  Preferred Securities and the Common Securities;

                           (v) under the Trust Agreement and the Delaware Act,
                  the execution and delivery by the Trust of this Agreement, and
                  the performance by the Trust of its obligations under this
                  Agreement, have been duly authorized by all necessary trust
                  action on the part of the Trust;

                           (vi) under the Delaware Act, the certificate attached
                  to the Trust Agreement as Exhibit D is an appropriate form of
                  certificate to evidence ownership of the Preferred Securities.
                  The Preferred Securities and the Common Securities have been
                  duly authorized by the Trust Agreement and are duly and
                  validly issued and, subject to the qualifications hereinafter
                  expressed in this paragraph (vi), fully paid and
                  non-assessable undivided beneficial interests

                                       22
   23

                  in the assets of the Trust. The respective holders of the
                  Preferred Securities and the Common Securities, as beneficial
                  owners of the Trust, will be entitled to the same limitation
                  of personal liability extended to stockholders of private
                  corporations for profit organized under the General
                  Corporation Law of the State of Delaware. Such counsel may
                  note that the respective holders of the Preferred Securities
                  and the Common Securities may be obligated, pursuant to the
                  Trust Agreement, to make certain payments under the Trust
                  Agreement;

                           (vii) under the Trust Agreement and the Delaware Act,
                  the issuance of the Preferred Securities and the Common
                  Securities is not subject to preemptive or similar rights; and

                           (viii) the issuance and sale by the Trust of the
                  Preferred Securities and the Common Securities, the purchase
                  by the Trust of the Junior Subordinated Debentures, the
                  execution, delivery and performance by the Trust of this
                  Agreement and the Guarantee Agreement, the consummation by the
                  Trust of the transactions contemplated by this Agreement and
                  compliance by the Trust with its obligations under this
                  Agreement do not violate (A) any of the provisions of the
                  Certificate of Trust or the Trust Agreement or (B) any
                  applicable Delaware law or Delaware administrative
                  regulations.

                  (f) The Underwriters shall have received from Barack
         Ferrazzano Kirschbaum Perlman & Nagelberg, Chicago, Illinois, counsel
         for the Underwriters, an opinion dated the Closing Date or the Option
         Closing Date, as the case may be, with respect to the formation of the
         Trust, the validity of the Preferred Securities, the Indenture, the
         Trust Agreement, the Guarantee Agreement, the Expense Agreement, this
         Agreement, the Registration Statement, the Prospectus, and other
         related matters as the Underwriters may reasonably request, and such
         counsel shall have received such papers and information as they may
         reasonably request to enable them to pass upon such matters.

                  (g) The Underwriters shall have received on the date hereof,
         the Closing Date and, if applicable, the Option Closing Date, a signed
         letter, dated as of the date hereof, the Closing Date or the Option
         Closing Date, as the case may be, respectively, in form and substance
         satisfactory to the Underwriters, from McGladrey & Pullen, LLP to the
         effect that they are independent public accountants with respect to the
         Trust, the Company and the Company's subsidiaries within the meaning of
         the Act and the related rules and regulations and containing statements
         and information of the type ordinarily included in accountants'
         "comfort letters" to Underwriters with respect to the financial
         statements and certain financial information contained in the
         Registration Statement and the Prospectus (and the Incorporated
         Documents).

                  (h) Subsequent to the execution and delivery of this Agreement
         and prior to the Closing Date or the Option Closing Date, as the case
         may be, there shall not have been any change or any development
         involving a reasonably foreseeable change, in or

                                       23
   24

                  affecting the general affairs, management, financial position,
                  shareholders' equity or results of operations of the Offerors
                  otherwise than as set forth or contemplated in the Prospectus,
                  the effect of which, in your reasonable judgment, is material
                  and adverse to the Offerors and makes it impracticable or
                  inadvisable to proceed with the public offering or the
                  delivery of the Preferred Securities being delivered at the
                  Closing Date, or the Option Closing Date, as the case may be,
                  on the terms and in the manner contemplated in the Prospectus.

                  (i) The Underwriters shall have received on the Closing Date
         or the Option Closing Date, as the case may be, a certificate or
         certificates of the chief executive officer and the principal financial
         officer of the Company, to the effect that, as of the Closing Date or
         the Option Closing Date, as the case may be, each of them severally
         represents as follows:

                           (i) The Prospectus was filed with the Commission
                  pursuant to Rule 424(b) within the applicable period
                  prescribed for such filing by the rules and regulations under
                  the Act and in accordance with Section 4 of this Agreement; no
                  stop order suspending the effectiveness of the Registration
                  Statement has been issued, and no proceedings for such purpose
                  have been initiated or are, to his knowledge, threatened by
                  the Commission.

                           (ii) The representations and warranties of the
                  Company set forth in Section 1 of this Agreement are true and
                  correct at and as of the Closing Date or the Option Closing
                  Date, as the case may be, and the Company has performed all of
                  its obligations under this Agreement to be performed at or
                  prior to the Closing Date or the Option Closing Date, as the
                  case may be.

                  (j) The Underwriters shall have received on the Closing Date
         or the Option Closing Date, as the case may be, a certificate or
         certificates of the Administrative Trustees, to the effect that, as of
         the Closing Date or the Option Closing Date, as the case may be, each
         of them severally represents as follows:

                           (i) The Prospectus was filed with the Commission
                  pursuant to Rule 424(b) within the applicable period
                  prescribed for such filing by the rules and regulations under
                  the Act and in accordance with Section 4 of this Agreement; no
                  stop order suspending the effectiveness of the Registration
                  Statement has been issued, and no proceedings for such purpose
                  have been initiated or are, to his knowledge, threatened by
                  the Commission.

                           (ii) The representations and warranties of the Trust
                  set forth in Section 1 of this Agreement are true and correct
                  at and as of the Closing Date or the Option Closing Date, as
                  the case may be, and the Trust has performed all of its
                  obligations under this Agreement to be performed at or prior
                  to the Closing Date or the Option Closing Date, as the case
                  may be.

                                       24
   25

                  (k) The Offerors shall have furnished to the Underwriters such
         further certificates and documents as the Underwriters may reasonably
         have requested, including with respect to (i) the treatment of the
         Junior Subordinated Debentures as indebtedness of the Company and (ii)
         the deductibility of the interest on the Junior Subordinated Debenture.

         The opinions and certificates mentioned in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in all
material respects reasonably satisfactory to the Underwriters and to Barack
Ferrazzano Kirschbaum Perlman & Nagelberg, counsel for the Underwriters.

         If any of the conditions hereinabove provided for in this Section 6
shall not have been fulfilled when and as required by this Agreement to be
fulfilled, the obligations of the Underwriters hereunder may be terminated by
the Underwriters by notifying the Company and the Trust of such termination in
writing or by telegram at or prior to the Closing Date or the Option Closing
Date, as the case may be. In such event, the Offerors and the Underwriters shall
not be under any obligation to each other (except to the extent provided in
Sections 5 and 7 hereof).

         Section 7.        Indemnification.

                  (a) The Offerors jointly and severally agree to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of the Act or the Exchange Act against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter or such controlling person may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise (including in settlement of any litigation if such settlement
is effected with the written consent of the Offerors), insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are (i) based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, including the information
deemed to be part of the Registration Statement at the time of effectiveness
pursuant to Rule 430A and/or Rule 434, if applicable, any Preliminary
Prospectus, the Prospectus, the Incorporated Documents or any amendment or
supplement thereto, or (ii) arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; and will reimburse
each Underwriter and each such controlling person for any legal or other
expenses reasonably incurred by such Underwriter or such controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Offerors will not be liable in
any such case to the extent that (A) any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, any
Preliminary Prospectus, the Prospectus, the Incorporated Documents or any
amendment or supplement thereto in reliance upon and in conformity with written
information furnished to the Offerors by or on behalf of any Underwriter,
specifically for use therein; or (B) if such statement or omission was contained
or made in any Preliminary Prospectus and corrected in

                                       25
   26

the Prospectus and (1) any such loss, claim, damage or liability suffered or
incurred by any Underwriter (or any person who controls any Underwriter)
resulted from an action, claim or suit by any person who purchased Preferred
Securities which are the subject thereof from such Underwriter in the offering
and (2) such Underwriter failed to deliver or provide a copy of the Prospectus
to such person at or prior to the confirmation of the sale of such Preferred
Securities in any case where such delivery is required by the Act. In addition
to its other obligations under this Section 7(a), the Offerors agree that, as an
interim measure during the pendency of any claim, action, investigation, inquiry
or other proceeding arising out of or based upon any statement or omission, or
any alleged statement or omission, described in this Section 7(a), it will
reimburse the Underwriters on a quarterly basis for all reasonable legal and
other expenses incurred in connection with investigating or defending any such
claim, action, investigation, inquiry or other proceeding, notwithstanding the
absence of a judicial determination as to the propriety and enforceability of
the Offerors' obligation to reimburse the Underwriters for such expenses and the
possibility that such payments might later be held to have been improper by a
court of competent jurisdiction. To the extent that any such interim
reimbursement payment is held by a court of competent jurisdiction to have been
improper, each recipient thereof will promptly return it to the Offerors. This
indemnity agreement will be in addition to any liability which the Offerors may
otherwise have.

                  (b) Each Underwriter will severally indemnify and hold
harmless the Offerors, the trustees, and the Company's directors, each of the
Company's officers who signed the Registration Statement and each person, if
any, who controls either Offeror within the meaning of the Act or the Exchange
Act, against any losses, claims, damages or liabilities to which the Offerors,
or any such director, officer or controlling person may become subject under the
Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter), insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto in reliance upon any written
information furnished to the Offerors by such Underwriter specifically for use
in the preparation thereof; and will reimburse any legal or other expenses
reasonably incurred by the Offerors, or any such director, officer or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action. In addition to their other obligations under
this Section 7(b), each Underwriter agrees that, as an interim measure during
the pendency of any claim, action, investigation, inquiry or other proceeding
arising out of or based upon any statement or omission, or any alleged statement
or omission, described in this Section 7(b), the Underwriters will reimburse the
Offerors on a quarterly basis for all reasonable legal and other expenses
incurred in connection with investigating or defending any such claim, action,
investigation, inquiry or other proceeding, notwithstanding the absence of a

                                       26
   27

judicial determination as to the propriety and enforceability of the
Underwriters' obligation to reimburse the Offerors for such expenses and the
possibility that such payments might later be held to have been improper by a
court of competent jurisdiction. To the extent that any such interim
reimbursement payment is held by a court of competent jurisdiction to have been
improper, each recipient thereof will promptly return it to the Underwriters.
This indemnity agreement will be in addition to any liability which the
Underwriters may otherwise have.

                  (c) The Company agrees to indemnify the Trust against all
loss, liability, claim damage and expense whatsoever, which may become due from
the Trust under paragraph (a).

                  (d) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under this Section, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party except to the extent
that the indemnifying party was prejudiced by such failure to notify. In case
any such action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
all other indemnifying parties similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided, however,
if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, or the indemnified and indemnifying parties may have
conflicting interests which would make it inappropriate for the same counsel to
represent both of them, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defense and otherwise to
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed such counsel in
connection with the assumption of legal defense in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the case of paragraph (a)
representing all indemnified parties not having different or additional defenses
or potential conflicting interests among themselves who are parties to such
action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been

                                       27
   28

sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability arising out
of such proceeding.

                  (e) If the indemnification provided for in this Section is
unavailable to an indemnified party under paragraphs (a) or (b) hereof in
respect of any losses, claims, damages or liabilities referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Offerors on the one hand and the Underwriters on the other from the offering of
the Preferred Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Offerors on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Offerors on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Offerors bears to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the Prospectus. The
relative fault of the Offerors and the Underwriters shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Offerors or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages and liabilities referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any action
or claim.

         The Offerors and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section, no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Preferred Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section are several in proportion to their respective
underwriting commitments and not joint.

                  (f) The provisions of this Section shall survive any
         termination of the Agreement.

                                       28
   29

         Section 8. Default of Underwriters. It shall be a condition to the
agreement and obligation of the Offerors to sell and deliver the Preferred
Securities hereunder, and of each Underwriter to purchase the Preferred
Securities hereunder, that, except as hereinafter in this paragraph provided,
each of the Underwriters shall purchase and pay for all Preferred Securities
agreed to be purchased by such Underwriter hereunder upon tender to the
Representatives of all such Preferred Securities in accordance with the terms
hereof. If an Underwriter defaults in its obligation to purchase Preferred
Securities hereunder on the Closing Date or the Option Closing Date, as the case
may be, and the aggregate number of Preferred Securities which such defaulting
Underwriter agreed but failed to purchase does not exceed 10 percent of the
total number of Firm Securities or Option Securities, as the case may be, which
the Underwriters are obligated to purchase on the Closing Date or the Option
Closing Date, as the case may be, the Representatives may make arrangements
satisfactory to the Offerors for the purchase of such Preferred Securities by
other persons, including the Representatives, but if no such arrangements are
made by such date the nondefaulting Underwriter shall be obligated to purchase
the Preferred Securities which such defaulting Underwriter agreed but failed to
purchase on such date. If any Underwriter so defaults and the aggregate number
of Preferred Securities with respect to which such default occurs is more than
the above percentage and arrangements satisfactory to the Representatives and
the Offerors for the purchase of such Preferred Securities by other persons are
not made within 36 hours after such default, this Agreement will terminate
without liability on the part of the nondefaulting Underwriter or the Offerors,
except for the expenses to be paid by the Offerors pursuant to Section 5 hereof
and except to the extent provided in Section 7 hereof.

         In the event that Preferred Securities to which a default relates are
to be purchased by the nondefaulting Underwriter or by another party or parties,
the Representatives or the Offerors shall have the right to postpone the Closing
Date or the Option Closing Date, as the case may be, for not more than seven
business days in order that the necessary changes in the Registration Statement,
Prospectus and any other documents, as well as any other arrangements, may be
effected. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default.

         Section 9. Termination. Without limiting the right to terminate this
Agreement pursuant to any other provision hereof, this Agreement may be
terminated by you prior to the Closing Date or the Option Closing Date, as the
case may be, if (i) trading in securities on The Nasdaq National Market shall
have been suspended or minimum prices shall have been established on such
exchange, or (ii) a banking moratorium shall have been declared by Illinois, New
York, or United States authorities, or (iii) there shall have been any material
adverse change in financial markets or in political, economic or financial
conditions from the date hereof which, in the reasonable opinion of both of the
Representatives, either renders it impracticable or inadvisable to proceed with
the offering and sale of the Preferred Securities on the terms set forth in the
Prospectus or materially and adversely affects the market for the Preferred
Securities, or (iv) there shall have been an outbreak of major armed hostilities
between the United States and any foreign power which in the reasonable opinion
of both of the Representatives makes it impractical or inadvisable to offer or
sell the Preferred Securities.

                                       29
   30

Any termination pursuant to this paragraph shall be without liability on the
part of any Underwriter to the Offerors or on the part of the Offerors to any
Underwriter (except for expenses to be paid or reimbursed pursuant to Section 7
hereof and except to the extent provided in Section 5 hereof).

         Section 10. Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Offerors, the Trustees, any of the Company's officers and of
the Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter or the Offerors or any of its or their partners, officers or
directors or any controlling person, as the case may be, and will survive
delivery of and payment for the Preferred Securities sold hereunder.

         Section 11. Notices. All communications hereunder will be in writing
and, if sent to the Underwriters will be mailed, delivered or sent by facsimile
transmission and confirmed to you c/o Howe Barnes Investments, Inc., 135 South
LaSalle Street, Chicago, Illinois 60603, Attention: Paul A. O'Connor with a copy
to John E. Freechack, Esq., Barack Ferrazzano Kirschbaum Perlman & Nagelberg,
333 West Wacker Drive, Suite 2700, Chicago, Illinois 60606; and if sent to the
Company will be mailed, delivered or telegraphed and confirmed to the Company,
Attention: Douglas C. Mills, at its corporate headquarters with a copy to Stathy
Darcy, Esq., Chapman and Cutler, 111 West Monroe, Chicago, Illinois 60603.

         Section 12. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors, personal
representatives and assigns, and to the benefit of the officers and directors
and controlling persons referred to in Section 7, and no other person will have
any right or obligation hereunder. The term "successors" shall not include any
purchaser of the Preferred Securities as such from any of the Underwriters
merely by reason of such purchase.

         Section 13. Representation of Underwriters. You will act as
Representatives for the Underwriters in connection with this financing, and any
action under or in respect of this Agreement taken by either of you will be
binding upon all the Underwriters.

         Section 14. Partial Unenforceability. If any section, paragraph or
provision of this Agreement is for any reason determined to be invalid or
unenforceable, such determination shall not affect the validity or
enforceability of any other section, paragraph or provision hereof.

         Section 15. Miscellaneous. Each provision of this Agreement shall be
interpreted in such a manner to be effective and valid under applicable law, but
if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule in any jurisdiction, such
provision will be ineffective only to the extent of such invalidity, illegality
or unenforceability in such jurisdiction or any provision hereof in any other
jurisdiction.

                                       30
   31

       This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Illinois.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       31
   32

         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Offerors and the
Underwriters including you, all in accordance with its terms.

                                      Very truly yours,

                                      FIRST BUSEY CORPORATION

                                      By________________________________________
                                             Douglas C. Mills

                                             Its Chairman of the Board and
                                             Chief Executive Officer

                                      FIRST BUSEY CAPITAL TRUST I

                                      By________________________________________
                                             Barbara J. Kuhl
                                             Its Administrative Trustee

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

HOWE BARNES INVESTMENTS, INC.                STEPHENS INC.

   Acting as Representative of the              Acting as Representative of the
   Underwriters named in Schedule A             Underwriters named in Schedule A

By:________________________________          By:________________________________

Name:______________________________          Name:______________________________

Its:_______________________________          Its:_______________________________

                                       32
   33

                                   SCHEDULE A

                            SCHEDULE OF UNDERWRITERS

                                                            NUMBER OF
                                                            PREFERRED SECURITIES
UNDERWRITER                                                 TO BE PURCHASED
- -----------                                                 ---------------

Howe Barnes Investments, Inc.

Stephens Inc.

Total                                                       2,000,000
                                                            =========

* Not including an over-allotment option of up to $3,000,000 of Preferred
Securities.

   1

                                                                     EXHIBIT 4.1

================================================================================

                             FIRST BUSEY CORPORATION

                                       and

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

                                    INDENTURE

                     ____% SUBORDINATED DEBENTURES DUE 2031

                            Dated as of June __, 2001

================================================================================

   2

                                TABLE OF CONTENTS

SECTION                                       HEADING                       PAGE

ARTICLE I             DEFINITIONS.............................................2

       Section 1.1.   Definitions of Terms....................................2

ARTICLE II            ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION
                      AND EXCHANGE OF THE DEBENTURE..........................10

       Section 2.1    Designation and Principal Amount.......................10
       Section 2.2.   Maturity...............................................10
       Section 2.3.   Form and Payment.......................................11
       Section 2.4.   [Intentionally Omitted]................................11
       Section 2.5.   Interest...............................................11
       Section 2.6.   Execution and Authentication...........................12
       Section 2.7.   Registration of Transfer and Exchange..................13
       Section 2.8.   Temporary Debentures...................................14
       Section 2.9.   Mutilated, Destroyed, Lost or Stolen Debentures........14
       Section 2.10.  Cancellation...........................................15
       Section 2.11.  Benefit of Indenture...................................15
       Section 2.12.  Authentication Agent...................................15

ARTICLE III           REDEMPTION OF DEBENTURES...............................16

       Section 3.1.   Redemption.............................................16
       Section 3.2.   Special Event Redemption...............................16
       Section 3.3.   Optional Redemption by the Company.....................17
       Section 3.4.   Notice of Redemption...................................17
       Section 3.5.   Payment upon Redemption................................18
       Section 3.6.   No Sinking Fund........................................19

ARTICLE IV            EXTENSION OF INTEREST PAYMENT PERIOD...................19

       Section 4.1.   Extension of Interest Payment Period...................19
       Section 4.2.   Notice of Extension....................................19
       Section 4.3.   Limitation on Transactions.............................20

ARTICLE V             PARTICULAR COVENANTS OF THE COMPTON....................20

       Section 5.1.   Payment of Principal and Interest......................20
       Section 5.2.   Maintenance of Agency..................................21
       Section 5.3.   Paying Agents..........................................21
       Section 5.4.   Appointment to Fill Vacancy in Office of the Trustee...22
       Section 5.5.   Compliance with Consolidation Provisions...............22
       Section 5.6.   Limitation on Transactions.............................22
       Section 5.7.   Covenants as to the Trust..............................23
       Section 5.8.   Covenants as to Purchases..............................23

                                      -i-

   3

       Section 5.9.   Waiver of Usury, Stay or Extension Laws................23

ARTICLE VI            THE DEBENTUREHOLDERS' LISTS AND REPORTS BY THE
                      COMPANY AND THE TRUSTEE................................24

       Section 6.1.   The Company to Furnish the Trustee Names and
                          Addresses of the Debentureholders..................24
       Section 6.2.   Preservation of Information Communications with
                          the Debentureholders...............................24
       Section 6.3.   Reports by the Company.................................24
       Section 6.4.   Reports by the Trustee.................................25

ARTICLE VII           REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON
                      EVENT OF DEFAULT.......................................25

       Section 7.1.   Events of Default......................................25
       Section 7.2.   Collection of Indebtedness and Suits for Enforcement
                         by the Trustee......................................27
       Section 7.3.   Application of Money Collected.........................28
       Section 7.4.   Limitation on Suits....................................28
       Section 7.5.   Rights and Remedies Cumulative; Delay or Omission
                         not Waiver..........................................29
       Section 7.6.   Control by the Debentureholders........................30
       Section 7.7.   Undertaking to Pay Costs...............................30
       Section 7.8.   Direct Action; Right of Set-Off........................31

ARTICLE VIII          FORM OF THE DEBENTURE AND ORIGINAL ISSUE...............31

       Section 8.1.   Form of Debenture......................................31
       Section 8.2.   Original Issue of the Debentures.......................31

ARTICLE IX            CONCERNING THE TRUSTEE.................................31

       Section 9.1.   Certain Duties and Responsibilities of the Trustee.....31
       Section 9.2.   Notice of Defaults.....................................32
       Section 9.3.   Certain Rights of the Trustee..........................33
       Section 9.4.   The Trustee not Responsible for Recitals, Etc..........34
       Section 9.5.   May Hold the Debentures................................34
       Section 9.6.   Money Held in Trust....................................34
       Section 9.7.   Compensation and Reimbursement.........................35
       Section 9.8.   Reliance on Officers' Certificate......................35
       Section 9.9.   Disqualification; Conflicting Interests................35
       Section 9.10.  Corporate Trustee Required; Eligibility................35
       Section 9.11.  Resignation and Removal; Appointment of Successor......36
       Section 9.12.  Acceptance of Appointment by Successor.................37
       Section 9.13.  Merger, Conversion, Consolidation or Succession
                         to Business.........................................37
       Section 9.14.  Preferential Collection of Claims against the
                         Company.............................................38

                                      -ii-
   4

ARTICLE X             CONCERNING THE DEBENTUREHOLDERS........................38

       Section 10.1.  Evidence of Action by the Holders......................38
       Section 10.2.  Proof of Execution by the Debentureholders.............38
       Section 10.3.  Who May be Deemed Owners...............................39
       Section 10.4.  Certain Debentures Owned by Company Disregarded........39
       Section 10.5.  Actions Binding on the Future Debentureholders.........39

ARTICLE XI            SUPPLEMENTAL INDENTURES................................40

       Section 11.1.  Supplemental Indentures without the Consent of the
                         Debentureholders....................................40
       Section 11.2.  Supplemental Indentures with Consent of the
                         Debentureholders....................................41
       Section 11.3.  Effect of Supplemental Indentures......................41
       Section 11.4.  The Debentures Affected by Supplemental Indentures.....42
       Section 11.5.  Execution of Supplemental Indentures...................42
       Section 11.6.  Preservation of Registered Debentures..................42

ARTICLE XII           SUCCESSOR CORPORATION..................................42

       Section 12.1.  The Company may Consolidate, Etc.......................42
       Section 12.2.  Successor Corporation Substituted......................43
       Section 12.3.  Evidence of Consolidation, Etc. to Trustee.............43

ARTICLE XIII          SATISFACTION AND DISCHARGE.............................43

       Section 13.1.  Satisfaction and Discharge of Indenture................43
       Section 13.2.  Discharge of Obligations...............................44
       Section 13.3.  Deposited Money to be Held in Trust....................44
       Section 13.4.  Payment of Monies Held by Paying Agents................44
       Section 13.5.  Repayment to the Company...............................45

ARTICLE XIV           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                      AND DIRECTOR...........................................45

       Section 14.1.  No Recourse............................................45

ARTICLE XV            MISCELLANEOUS PROVISIONS...............................45

       Section 15.1.  Effect on Successors and Assigns.......................45
       Section 15.2.  Actions by Successor...................................46
       Section 15.3.  Surrender of the Company Powers........................46
       Section 15.4.  Notices................................................46
       Section 15.5.  Governing Law..........................................46
       Section 15.6.  Treatment of the Debentures as Debt....................46
       Section 15.7.  Compliance Certificates and Opinions...................46
       Section 15.8.  Payments on Business Days..............................47
       Section 15.9.  Conflict with Trust Indenture Act......................47

                                     -iii-
   5

       Section 15.10. Counterparts...........................................47
       Section 15.11. Separability...........................................47
       Section 15.12. Assignment.............................................47
       Section 15.13. Acknowledgment of Rights; Right of Setoff..............47

ARTICLE XVI           SUBORDINATION OF THE DEBENTURE.........................48

       Section 16.1.  Agreement to Subordinate...............................48
       Section 16.2.  Default on Senior Indebtedness.........................48
       Section 16.3.  Liquidation; Dissolution; Bankruptcy...................49
       Section 16.4.  Subrogation............................................50
       Section 16.5.  The Trustee to Effectuate Subordination................51
       Section 16.6.  Notice by the Company..................................51
       Section 16.7.  Rights of the Trustee; Holders of the Senior
                         Indebtedness........................................51
       Section 16.8.  Subordination May Not Be Impaired......................52

                                      -iv-

   6

                              CROSS-REFERENCE TABLE

SECTION OF
TRUST INDENTURE ACT                                            SECTION OF
OF 1939, AS AMENDED                                             INDENTURE

310(a)................................................................9.10
310(b)...........................................................9.9, 9.11
310(c)......................................................Not Applicable
311(a)................................................................9.14
311(b)................................................................9.14
311(c)......................................................Not Applicable
312(a)........................................................ 6.1, 6.2(a)
312(b)............................................................. 6.2(c)
312(c)............................................................. 6.2(c)
313(a)............................................................. 6.4(a)
313(b)............................................................. 6.4(b)
313(c)......................................................6.4(a), 6.4(b)
313(d)..............................................................6.4(c)
314(a)..............................................................6.3(a)
314(b)......................................................Not Applicable
314(c)................................................................15.7
314(d)......................................................Not Applicable
314(e)................................................................15.7
314(f)......................................................Not Applicable
315(a).........................................................9.1(a), 9.3
315(b).................................................................9.2
315(c)..............................................................9.1(a)
315(d)..............................................................9.1(b)
315(e).................................................................7.7
316(a)............................................................1.1, 7.6
316(b)..............................................................7.4(b)
316(c).............................................................10.1(b)
317(a).................................................................7.2
317(b).................................................................5.3
318(a)................................................................15.9

Note:    This reconciliation and tie sheet shall not, for any purpose, be deemed
         to be a part of the Indenture.

                                      -v-

   7

                                    INDENTURE

         Indenture, dated as of June __, 2001, between FIRST BUSEY CORPORATION,
a Nevada corporation (the "Company") and WILMINGTON TRUST COMPANY, a Delaware
banking corporation duly organized and existing under the laws of the State of
Delaware, as trustee (the "Trustee");

                                     RECITAL

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of securities to be known as its ___% Subordinated Debentures due 2031
(hereinafter referred to as the "Debentures"), the form and substance of such
Debentures and the terms, provisions and conditions thereof to be set forth as
provided in this Indenture;

         WHEREAS, First Busey Capital Trust I, a Delaware statutory business
trust (the "Trust"), has offered to the public $70,000,000 aggregate liquidation
amount of its Preferred Securities (as defined herein) ($23,000,000 if the
Underwriters exercise their Option (as defined herein)) and proposes to invest
the proceeds from such offering, together with the proceeds of the issuance and
sale by the Trust to the Company of $618,560 aggregate liquidation amount of its
Common Securities (as defined herein) ($711,340 if the Underwriters exercise
their Option), in $20,618,560 aggregate principal amount of the Debentures
($23,711,340 if the Underwriters exercise their Option);

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture;

         WHEREAS, all requirements necessary to make this Indenture a valid
instrument in accordance with its terms, and to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the execution and
delivery of this Indenture have been duly authorized in all respects;

         WHEREAS, to provide the terms and conditions upon which the Debentures
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture; and

         WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

         NOW, THEREFORE, in consideration of the premises and the purchase of
the Debentures by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of the Debentures:

   8

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1. Definitions of Terms. The terms defined in this Section
1.1 (except as in this Indenture otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section 1.1 and shall include the plural as well as the singular. All other
terms used in this Indenture that are defined in the Trust Indenture Act, or
that are by reference in the Trust Indenture Act defined in the Securities Act
(except as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in the Trust Indenture
Act and in the Securities Act as in force at the date of the execution of this
instrument. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with Generally Accepted
Accounting Principles.

         "Accelerated Maturity Date" means if the Company elects to accelerate
the Maturity Date in accordance with Section 2.2(b), the date selected by the
Company which is prior to the Scheduled Maturity Date, but is after June __,
2006.

         "Additional Junior Indebtedness" means, without duplication, any
indebtedness, liabilities or obligations of the Company, or any Affiliate of the
Company, (a) pursuant to the issuance of debt securities (or guarantees in
respect of debt securities) initially issued to any trust, or a trustee of a
trust, partnership or other entity affiliated with the Company that is, directly
or indirectly, a financing vehicle of the Company or any Affiliate of the
Company in connection with the issuance by that entity of preferred securities
or other securities that are intended to qualify for Tier 1 capital treatment
(or the then equivalent thereof) for purposes of the capital adequacy guidelines
of the Federal Reserve, as then in effect and applicable to the Company, other
than the Debentures; provided, however, that the inability of the Company to
treat all or any portion of the Additional Junior Indebtedness as Tier 1 capital
shall not disqualify it as Additional Junior Indebtedness if such inability
results from the Company having cumulative preferred stock, minority interests
in consolidated subsidiaries, or any other class of security or interest which
the Federal Reserve now or may hereafter accord Tier 1 capital treatment
(including the Debentures) in excess of the amount which may qualify for
treatment as Tier 1 capital under applicable capital adequacy guidelines of the
Federal Reserve, (b) that is junior or otherwise subordinate in right of payment
to Senior Indebtedness of the Company, and (c) that has a maturity or is
otherwise due and payable by the Company on a date twelve (12) months or more
after its date of original issuance, other than the Debentures.

         "Additional Payments" shall have the meaning set forth in Section
2.5(c).

         "Additional Senior Obligations" means all indebtedness of the Company
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior Debt or Subordinated Debt or obligations which, by their

                                      -2-
   9

terms, are expressly stated to be not superior in right of payment to the
Debentures or to rank pari passu in right of payment with the Debentures. For
purposes of this definition, "claim" shall have the meaning assigned thereto in
Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

         "Administrative Trustees" shall have the meaning set forth in the Trust
Agreement.

         "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating Agent" means an authenticating agent with respect to
the Debentures appointed by the Trustee pursuant to Section 2.12.

         "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

         "Business Day" means, with respect to the Debentures, any day other
than a Saturday or a Sunday or a day on which federal or state banking
institutions in the Borough of Manhattan, the City of New York, are authorized
or required by law, executive order or regulation to close, or a day on which
the Corporate Trust Office of the Trustee or the Property Trustee is closed for
business.

         "Capital Treatment Event" means the receipt by the Company and the
Trust of an Opinion of Counsel, rendered by a law firm having a recognized bank
regulatory practice within a reasonable period of time after the applicable
occurrence, to the effect that, as a result of any amendment to or change
(including any announced prospective change) in the laws (or any regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement, action
or judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or, which pronouncement, action or judicial
decision is announced on or after the date of issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
of impairment of the Company's ability to treat the aggregate Liquidation Amount
of the Preferred

                                      -3-
   10

Securities (or any substantial portion thereof) as "Tier 1 Capital" (or the then
equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to the Company.

         "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company. The Certificate need not comply
with the provisions of Section 15.7.

         "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Securities" means undivided beneficial interests in the assets
of the Trust which rank pari passu with the Preferred Securities; provided,
however, that upon the occurrence and during the continuation of an Event of
Default, the rights of holders of Common Securities to payment in respect of (a)
distributions, and (b) payments upon liquidation, redemption and otherwise, are
subordinated to the rights of holders of Preferred Securities.

         "Company" means First Busey Corporation, a corporation duly organized
and existing under the laws of the State of Nevada, and, subject to the
provisions of Article XII, shall also include its successors and assigns.

         "Compounded Interest" shall have the meaning set forth in Section 4.1.

         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Department.

         "Coupon Rate" shall have the meaning set forth in Section 2.5(a).

         "Custodian" means any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

         "Debentures" shall have the meaning set forth in the Recitals hereto.

         "Debentureholder," "holder of Debentures," "registered holder," or
other similar term, means the Person or Persons in whose name or names a
particular Debenture shall be registered on the books of the Company or the
Trustee kept for that purpose in accordance with the terms of this Indenture.

         "Debenture Register" shall have the meaning set forth in Section
2.7(b).

                                      -4-
   11

         "Debenture Registrar" shall have the meaning set forth in Section
2.7(b).

         "Debt" means with respect to any Person, whether recourse is to all or
a portion of the assets of such Person and whether or not contingent, (a) every
obligation of such Person for money borrowed; (b) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (c) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (d) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (e) every capital lease obligation of such Person; and (f) and every
obligation of the type referred to in clauses (a) through (e) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

         "Default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

         "Deferred Payments" shall have the meaning set forth in Section 4.1.

         "Direct Action" shall have the meaning set forth in Section 7.8.

         "Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust Agreement and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Trust Agreement.

         "Distribution" shall have the meaning set forth in the Trust Agreement.

         "Event of Default" shall have the meaning specified in Section 7.1.

         "Exchange Act," means the Securities Exchange Act of 1934, as amended,
as in effect at the date of execution of this Indenture.

         "Extension Period" shall have the meaning set forth in Section 4.1.

         "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

         "Generally Accepted Accounting Principles" means such accounting
principles as are generally accepted at the time of any computation required
hereunder.

         "Governmental Obligations" means securities that are (a) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either

                                      -5-
   12

case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on
any such Governmental Obligation held by such custodian for the account
of the holder of such depositary receipt; provided, however, that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.

         "Herein," "hereof," and "hereunder," and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.

         "Interest Payment Date" shall have the meaning set forth in Section
2.5(a).

         "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this Indenture.

         "Investment Company Event" means the receipt by the Trust and the
Company of an Opinion of Counsel, rendered by a law firm having a recognized tax
and securities law practice within a reasonable period of time after the
applicable occurrence, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), the Trust is or shall be considered an
"investment company" that is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of original issuance of the Preferred Securities under the Trust Agreement.

         "Maturity Date" means the date on which the Debentures mature and on
which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Compounded Interest and Additional Payments,
if any.

         "Ministerial Action" shall have the meaning set forth in Section 3.2.

         "Officers' Certificate" means a certificate signed by the President or
a Vice President and by the Treasurer or an Assistant Treasurer or the
Controller or an Assistant Controller or the Secretary or an Assistant Secretary
of the Company that is delivered to the Trustee in accordance with the terms
hereof. Each such certificate shall include the statements provided for in
Section 15.7, if and to the extent required by the provisions thereof.

         "Opinion of Counsel" means an opinion in writing of independent,
outside legal counsel for the Company, that is delivered to the Trustee in
accordance with the terms hereof. Each such

                                      -6-
   13

opinion shall include the statements provided for in Section 15.7, if and to the
extent required by the provisions thereof.

         "Outstanding," when used with reference to the Debentures, means,
subject to the provisions of Section 10.4, as of any particular time, all
Debentures theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Debentures theretofore canceled by the Trustee or any
Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation
or that have previously been canceled; (b) Debentures or portions thereof for
the payment or redemption of which money or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent); provided, however, that, if such Debentures or portions of such
Debentures are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Debentures in lieu of or in substitution for which other Debentures shall have
been authenticated and delivered pursuant to the terms of Section 2.7; provided,
however, that in determining whether the holders of the requisite percentage of
Debentures have given any request, notice, consent or waiver hereunder,
Debentures held by the Company or any Affiliate of the Company shall not be
included; provided, further, that the Trustee shall be protected in relying upon
any request, notice, consent or waiver unless a Responsible Officer of the
Trustee shall have actual knowledge that the holder of such Debenture is the
Company or an Affiliate thereof.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.3.

         "Person" means any individual, corporation, partnership, joint-venture,
limited liability company, trust, joint-stock company, unincorporated
organization or government or any agency or political subdivision thereof.

         "Predecessor Debenture" means every previous Debenture evidencing all
or a portion of the same debt as that evidenced by such particular Debenture;
and, for the purposes of this definition, any Debenture authenticated and
delivered under Section 2.9 in lieu of a lost, destroyed or stolen Debenture
shall be deemed to evidence the same debt as the lost, destroyed or stolen
Debenture.

         "Preferred Securities" means the ___% Cumulative Trust Preferred
Securities representing undivided beneficial interests in the assets of the
Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence and during the continuation of an
Event of Default, the rights of holders of Common Securities to payment in
respect of (a) distributions, and (b) payments upon liquidation, redemption and
otherwise, are subordinated to the rights of holders of Preferred Securities.

         "Preferred Securities Guarantee" means any guarantee that the Company
may enter into with the Trustee or other Persons that operates directly or
indirectly for the benefit of holders of Preferred Securities.

                                      -7-
   14

         "Property Trustee" has the meaning set forth in the Trust Agreement.

         "Redemption Price" shall have the meaning set forth in Section 3.2.

         "Responsible Officer" when used with respect to the Trustee means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture, including any vice
president, any assistant vice president, any assistant secretary or any other
officer or assistant officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

         "Scheduled Maturity Date" means June __, 2031.

         "Securities Act," means the Securities Act of 1933, as amended, as in
effect at the date of execution of this Indenture.

         "Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on all
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided, that Senior Debt shall
not be deemed to include (a) any Debt of the Company which when incurred and
without respect to any election under section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to the Company; (b)
any Debt of the Company owed to any of its non-bank subsidiaries; (c) the
Guarantee Agreement; (d) Debt to any employee of the Company; (e) Debt which by
its terms is subordinated to trade accounts payable or accrued liabilities
arising in the ordinary course of business to the extent that payments made to
the holders of such Debt by the holders of the Debentures as a result of the
subordination provisions of this Indenture would be greater than they otherwise
would have been as a result of any obligation of such holders to pay amounts
over to the obligees on such trade accounts payable or accrued liabilities
arising in the ordinary course of business as a result of subordination
provisions to which such Debt is subject; and (f) Debt which constitutes
Subordinated Debt.

         "Senior Indebtedness" shall have the meaning set forth in Section 16.1.

         "Special Event" means a Tax Event, a Capital Treatment Event or an
Investment Company Event.

         "Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt (other than the Debentures), whether incurred on or prior

                                      -8-
   15

to the date of this Indenture or thereafter incurred, which is by its terms
expressly provided to be junior and subordinate to other Debt of the Company
(other than the Debentures); provided, however, that Subordinated Debt will not
be deemed to include (a) any Debt of the Company which when incurred and without
respect to any election under section 1111(b) of the United States Bankruptcy
Code of 1978, as amended, was without recourse to the Company, (b) any Debt of
the Company owed to any of its subsidiaries, (c) any Debt owed to any employee
of the Company, (d) any Debt which by its terms is subordinated to trade
accounts payable or accrued liabilities arising in the ordinary course of
business to the extent that payments made to the holders of such Debt by the
holders of the Subordinated Debentures as a result of the subordination
provisions of the Indenture would be greater than they otherwise would have been
as a result of any obligation of such holders to pay amounts over to the
obligees on such trade accounts payable or accrued liabilities arising in the
ordinary course of business as a result of subordination provisions to which
such Debt is subject, (e) Debt which constitutes Senior Debt and (f) any Debt of
the Company under debt securities (and guarantees in respect of these debt
securities) initially issued to any trust, or a trustee of a trust, partnership
or other entity affiliated with the Company that is, directly or indirectly, a
financing vehicle of the Company in connection with the issuance by that entity
of preferred securities or other securities which are intended to qualify for
Tier 1 capital treatment.

         "Subsidiary" means, with respect to any Person, (a) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries; (b) any general partnership,
limited liability company, joint venture, trust or similar entity, at least a
majority of whose outstanding partnership or similar interests shall at the time
be owned by such Person, or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries; and (c) any limited partnership of
which such Person or any of its Subsidiaries is a general partner.

         "Tax Event" means the receipt by the Company and the Trust of an
Opinion of Counsel, rendered by a law firm having a recognized federal tax and
securities law practice within a reasonable amount of time after the applicable
occurrence, to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
that (a) the Trust is, or shall be within 90 days after the date of such Opinion
of Counsel, subject to United States federal income tax with respect to income
received or accrued on the Debentures; (b) interest payable by the Company on
the Debentures is not, or within 90 days after the date of such Opinion of
Counsel, shall not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes; or (c) the Trust is, or shall be
within 90 days after the date of such Opinion of Counsel, subject to more than a
de minimis amount of other taxes, duties, assessments or other governmental
charges; provided, however, that the Trust or the Company shall have requested
and received such an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Trust or the Company shall have become aware
of the

                                      -9-
   16

occurrence or the possible occurrence of any of the events described in clauses
(a) through (c) above.

         "Trust" means First Busey Capital Trust I, a Delaware statutory
business trust.

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
as of June __, 2001, of the Trust.

         "Trustee" means Wilmington Trust Company and, subject to the provisions
of Article IX, shall also include its successors and assigns, and, if at any
time there is more than one Person acting in such capacity hereunder, "Trustee"
shall mean each such Person.

         "Trust Indenture Act," means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 11.1, 11.2, and 12.1, as in
effect at the date of execution of this Indenture.

         "Trust Securities" means the Common Securities and Preferred
Securities, collectively.

         "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   ARTICLE II

     ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION AND EXCHANGE OF THE
                                   DEBENTURES

         Section 2.1. Designation and Principal Amount. There is hereby
authorized Debentures designated the "____ % Subordinated Debentures due 2031,"
limited in aggregate principal amount up to $23,711,340, which amount - shall be
as set forth in any written order of the Company for the authentication and
delivery of Debentures pursuant to Section 2.6.

         Section 2.2.    Maturity.  (a) The Maturity Date shall be either:

                   (i)     the Scheduled Maturity Date; or

                  (ii)     if the Company elects to accelerate the Maturity Date
         to be a date prior to the Scheduled Maturity Date in accordance with
         Section 2.2(c), the Accelerated Maturity Date.

         (b) The Company may at any time before the day which is 90 days before
the Scheduled Maturity Date and after June __, 2006, elect to shorten the
Maturity Date only once to the Accelerated Maturity Date provided that the
Company has received the prior approval of the

                                      -10-
   17

Federal Reserve if then required under applicable capital guidelines, policies
or regulations of the Federal Reserve.

         (c) If the Company elects to accelerate the Maturity Date in accordance
with Section 2.2(b), the Company shall give notice to the Trustee and the Trust
(unless the Trust is not the holder of the Debentures, in which case the Trustee
will give notice to the holders of the Debentures) of the acceleration of the
Maturity Date and the Accelerated Maturity Date at least 30 days and no more
than 180 days before the Accelerated Maturity Date; provided, however, that
nothing provided in this Section 2.2 shall limit the Company's rights, as
provided in Article III hereof, to redeem all or a portion of the Debentures at
such time or times on or after June __, 2006, as the Company may so determine,
or at any time upon the occurrence of a Special Event.

         Section 2.3. Form and Payment. The Debentures shall be issued in fully
registered certificated form without interest coupons. Principal and interest on
the Debentures issued in certificated form shall be payable, the transfer of
such Debentures shall be registrable and such Debentures shall be exchangeable
for Debentures bearing identical terms and provisions at the office or agency of
the Trustee; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the holder at such address as shall
appear in the Debenture Register or by wire transfer to an account maintained by
the holder as specified in the Debenture Register, provided that the holder
provides proper transfer instructions by the regular record date.
Notwithstanding the foregoing, so long as the holder of any Debentures is the
Property Trustee, the payment of principal of and interest (including Compounded
Interest and Additional Payments, if any) on such Debentures held by the
Property Trustee shall be made at such place and to such account as may be
designated by the Property Trustee.

         Section 2.4. [Intentionally Omitted].

         Section 2.5. Interest. (a) Each Debenture shall bear interest at a rate
of ___% per annum (the "Coupon Rate") from the original date of issuance of the
first Debenture issued under this Indenture until the principal thereof becomes
due and payable, and on any overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the Coupon Rate, compounded quarterly, payable (subject to the
provisions of Article IV) quarterly in arrears on March 30, June 30, September
30, and December 30 of each year (each, an "Interest Payment Date"), commencing
on September 30, 2001, to the Person in whose name such Debenture or any
Predecessor Debenture is registered, at the close of business on the regular
record date for such interest installment, which shall be the fifteenth day of
the last month of the calendar quarter.

         (b) The amount of interest payable for any period shall be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment of
interest payable on such date shall be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately

                                      -11-
   18

preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as if made on the date such payment was originally payable.

         (c) If, at any time while the Property Trustee is the holder of any
Debentures, the Trust or the Property Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any case, the Company shall pay as additional payments ("Additional
Payments") on the Debentures held by the Property Trustee, such additional
amounts as shall be required so that the net amounts received and retained by
the Trust and the Property Trustee after paying such taxes, duties, assessments
or other governmental charges shall be equal to the amounts the Trust and the
Property Trustee would have received had no such taxes, duties, assessments or
other government charges been imposed.

         Section 2.6. Execution and Authentication. (a) The Debentures shall be
signed on behalf of the Company by its Chief Executive Officer, President or one
of its Vice Presidents, under its corporate seal attested by its Secretary or
one of its Assistant Secretaries. Signatures may be in the form of a manual or
facsimile signature. The Company may use the facsimile signature of any Person
who shall have been a Chief Executive Officer, President or Vice President
thereof, or of any Person who shall have been a Secretary or Assistant Secretary
thereof, notwithstanding the fact that at the time the Debentures shall be
authenticated and delivered or disposed of such Person shall have ceased to be
the Chief Executive Officer, President or a Vice President, or the Secretary or
an Assistant Secretary, of the Company (and any such signature shall be binding
on the Company). The seal of the Company may be in the form of a facsimile of
such seal and may be impressed, affixed, imprinted or otherwise reproduced on
the Debentures. The Debentures may contain such notations, legends or
endorsements required by law, stock exchange rule or usage. Each Debenture shall
be dated the date of its authentication by the Trustee.

         (b) A Debenture shall not be valid until manually authenticated by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

         (c) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Debentures executed by the Company to
the Trustee for authentication, together with a written order of the Company for
the authentication and delivery of such Debentures signed by its Chief Executive
Officer, President or any Vice President and its Treasurer or any Assistant
Treasurer, and the Trustee in accordance with such written order shall
authenticate and deliver such Debentures.

         (d) In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 9.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

                                      -12-
   19

         (e) The Trustee shall not be required to authenticate such Debentures
if the issue of such Debentures pursuant to this Indenture shall affect the
Trustee's own rights, duties or immunities under the Debentures and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

         Section 2.7. Registration of Transfer and Exchange. (a) Debentures may
be exchanged upon presentation thereof at the office or agency of the Company
designated for such purpose in the Borough of Manhattan, the City of New York,
or at the office of the Debenture Registrar, for other Debentures and for a like
aggregate principal amount in denominations of integral multiples of $10, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section 2.7. In respect of any
Debentures so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Debenture or Debentures that the Debentureholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously outstanding.

         (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City of New
York, or at the office of the Debenture Registrar, or such other location
designated by the Company a register or registers (herein referred to as the
"Debenture Register") in which, subject to such reasonable regulations as the
Debenture Registrar (as defined below) may prescribe, the Company shall register
the Debentures and the transfers of Debentures as in this Article II provided
and which at all reasonable times shall be open for inspection by the Trustee.
The registrar for the purpose of registering Debentures and transfer of
Debentures as herein provided shall initially be the Trustee and thereafter as
may be appointed by the Company as authorized by Board Resolution (the
"Debenture Registrar"). Upon surrender for transfer of any Debenture at the
office or agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Debenture or Debentures for a
like aggregate principal amount. All Debentures presented or surrendered for
exchange or registration of transfer, as provided in this Section 2.7, shall be
accompanied (if so required by the Company or the Debenture Registrar) by a
written instrument or instruments of transfer, in form satisfactory to the
Company or the Debenture Registrar, duly executed by the registered holder or by
such holder's duly authorized attorney in writing.

         (c) No service charge shall be made for any exchange or registration of
transfer of Debentures, or issue of new Debentures in case of partial
redemption, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.8, Section 3.5(b) and Section 11.4 not involving any
transfer.

         (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Debentures during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
less than all the Outstanding Debentures and ending at the close of business on
the day of such mailing; nor (ii) to register the transfer of or exchange any
Debentures or portions thereof called for redemption.

                                      -13-
   20

         (e) Debentures may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Indenture. Any
transfer or purported transfer of any Debenture not made in accordance with this
Indenture shall be null and void.

         Section 2.8. Temporary Debentures. Pending the preparation of
definitive Debentures, the Company may execute, and the Trustee shall
authenticate and deliver, temporary Debentures (printed, lithographed, or
typewritten). Such temporary Debentures shall be substantially in the form of
the definitive Debentures in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Debentures, all as may be determined by the Company. Every temporary Debenture
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Debentures. Without unnecessary delay, the Company shall execute
and shall furnish definitive Debentures and thereupon any or all temporary
Debentures may be surrendered in exchange therefor (without charge to the
holders), at the office or agency of the Company designated for the purpose and
the Trustee shall authenticate and such office or agency shall deliver in
exchange for such temporary Debentures an equal aggregate principal amount of
definitive Debentures, unless the Company advises the Trustee to the effect that
definitive Debentures need not be authenticated and furnished until further
notice from the Company. Until so exchanged, the temporary Debentures shall be
entitled to the same benefits under this Indenture as definitive Debentures
authenticated and delivered hereunder.

         Section 2.9. Mutilated, Destroyed, Lost or Stolen Debentures. (a) In
case any temporary or definitive Debenture shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Debenture bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture so destroyed,
lost, stolen or mutilated. In every case the applicant for a substituted
Debenture shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Debenture and of the ownership thereof. The
Trustee shall authenticate any such substituted Debenture and deliver the same
upon the written request or authorization of the Chief Executive Officer,
President or any Vice President and the Treasurer or any Assistant Treasurer of
the Company. Upon the issuance of any substituted Debenture, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Debenture
that has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debenture, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Debenture) if the applicant for such payment shall furnish
to the Company and the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debenture and of the ownership thereof.

                                      -14-
   21

         (b) Every replacement Debenture issued pursuant to the provisions of
this Section 2.9 shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Debenture shall
be found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Debentures duly issued hereunder. All Debentures shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Debentures, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

        Section 2.10. Cancellation. All Debentures surrendered for the purpose
of payment, redemption, exchange or registration of transfer shall, if
surrendered to the Company or any Paying Agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no
Debentures shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled
Debentures held by the Trustee. In the absence of such request the Trustee may
dispose of canceled Debentures in accordance with its standard procedures and
deliver a certificate of disposition to the Company. If the Company shall
otherwise acquire any of the Debentures, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Debentures unless and until the same are delivered to the Trustee for
cancellation.

        Section 2.11. Benefit of Indenture. Nothing in this Indenture or in the
Debentures, express or implied, shall give or be construed to give to any
Person, other than the parties hereto and the holders of the Debentures (and,
with respect to the provisions of Article XVI, the holders of the Senior
Indebtedness) any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Debentures (and, with
respect to the provisions of Article XVI, the holders of the Senior
Indebtedness).

        Section 2.12. Authentication Agent. (a) So long as any of the Debentures
remain Outstanding there may be an Authenticating Agent for any or all such
Debentures, which Authenticating Agent the Trustee shall have the right to
appoint. Said Authenticating Agent shall be authorized to act on behalf of the
Trustee to authenticate Debentures issued upon exchange, transfer or partial
redemption thereof, and Debentures so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Debentures by the Trustee shall be deemed to include
authentication by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined capital
and surplus, as most recently reported or determined by it, sufficient under the
laws of any jurisdiction under which it is organized or in which it is doing
business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by federal or state authorities. If at

                                      -15-
   22

any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

         (b) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                                   ARTICLE III

                            REDEMPTION OF DEBENTURES

         Section 3.1. Redemption. Subject to the Company having received prior
approval of the Federal Reserve, if then required under the applicable capital
guidelines, policies or regulations of the Federal Reserve, the Company may
redeem the Debentures issued hereunder on and after the dates set forth in and
in accordance with the terms of this Article III.

         Section 3.2. Special Event Redemption. Subject to the Company having
received the prior approval of the Federal Reserve, if then required under the
applicable capital guidelines, policies or regulations of the Federal Reserve,
if a Special Event has occurred and is continuing, then, notwithstanding Section
3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not
less than 30 days' nor more than 60 days' notice to the holders of the
Debentures to redeem the Debentures, in whole but not in part, for cash within
180 days following the occurrence of such Special Event (the "180-Day Period")
at a redemption price equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest thereon to the date of such redemption (the
"Redemption Price"), provided that if at the time there is available to the
Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by
taking some ministerial action (a "Ministerial Action"), such as filing a form
or making an election, or pursuing some other similar reasonable measure which
has no adverse effect on the Company, the Trust or the holders of the Trust
Securities issued by the Trust, the Company shall pursue such Ministerial Action
in lieu of redemption, and, provided further, that the Company shall have no
right to redeem the Debentures pursuant to this Section 3.2 while it is pursuing
any Ministerial Action pursuant to its obligations hereunder, and, provided
further, that, if it is determined that the taking of a Ministerial Action would
not eliminate the Tax Event within the 180 Day Period, the Company's right to
redeem the Debentures pursuant to this Section 3.2 shall be restored and it
shall have no further obligations to pursue the Ministerial Action. The
Redemption Price shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or such earlier time as the Company determines, provided that
the Company shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price
is to be paid.

                                      -16-
   23

         Section 3.3. Optional Redemption by the Company. (a) Subject to the
provisions of Section 3.3(c), except as otherwise may be specified in this
Indenture, the Company shall have the right to redeem the Debentures, in whole
or in part, from time to time, on or after June __, 2006, at a Redemption Price
equal to 100% of the principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption. Any redemption pursuant to this
Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days'
notice to the holder of the Debentures, at the Redemption Price. If the
Debentures are only partially redeemed pursuant to this Section 3.3(a), the
Debentures shall be redeemed pro rata or by lot or in such other manner as the
Trustee shall deem appropriate and fair in its discretion. The Redemption Price
shall be paid prior to 12:00 noon, New York time, on the date of such redemption
or at such earlier time as the Company determines provided that the Company
shall deposit with the Trustee an amount sufficient to pay the Redemption Price
by 10:00 a.m., New York time, on the date such Redemption Price is to be paid.

         (b) Subject to the provisions of Section 3.3(c), the Company shall have
the right to redeem Debentures at any time and from time to time in a principal
amount equal to the Liquidation Amount (as defined in the Trust Agreement) of
any Preferred Securities purchased and beneficially owned by the Company, plus
an additional principal amount of Debentures equal to the Liquidation Amount (as
defined in the Trust Agreement) of that number of Common Securities that bears
the same proportion to the total number of Common Securities then outstanding as
the number of Preferred Securities to be redeemed bears to the total number of
Preferred Securities then outstanding. Such Debentures shall be redeemed
pursuant to this Section 3.3(b) only in exchange for and upon surrender by the
Company to the Property Trustee of the Preferred Securities and a proportionate
amount of Common Securities, whereupon the Property Trustee shall cancel the
Preferred Securities and Common Securities so surrendered and a Like Amount (as
defined in the Trust Agreement) of Debentures shall be extinguished by the
Trustee and shall no longer be deemed Outstanding.

         (c) If a partial redemption of the Debentures would result in the
delisting of the Preferred Securities issued by the Trust from the Nasdaq
National Market or any national securities exchange or other organization on
which the Preferred Securities are then listed or quoted, the Company shall not
be permitted to effect such partial redemption and may only redeem the
Debentures in whole.

         Section 3.4. Notice of Redemption. (a) Except in the case of a
redemption pursuant to Section 3.3(b), in case the Company shall desire to
exercise such right to redeem all or, as the case may be, a portion of the
Debentures in accordance with the right reserved so to do, the Company shall, or
shall cause the Trustee to upon receipt of 45 days' written notice from the
Company (which notice shall, in the event of a partial redemption, include a
representation to the effect that such partial redemption will not result in the
delisting of the Preferred Securities as described in Section 3.3(c) above),
give notice of such redemption to holders of the Debentures to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption to such
holders at their last addresses as they shall appear upon the Debenture Register
unless a shorter period is specified in the Debentures to be redeemed. Any
notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered

                                      -17-
   24

holder receives the notice. In any case, failure duly to give such notice to the
holder of any Debenture designated for redemption in whole or in part, or any
defect in the notice, shall not affect the validity of the proceedings for the
redemption of any other Debentures. In the case of any redemption of Debentures
prior to the expiration of any restriction on such redemption provided in the
terms of such Debentures or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with any
such restriction. Each such notice of redemption shall specify the date fixed
for redemption and the Redemption Price and shall state that payment of the
Redemption Price shall be made at the office or agency of the Company in the
Borough of Manhattan, the City of New York or at the Corporate Trust Office,
upon presentation and surrender of such Debentures, that interest accrued to the
date fixed for redemption shall be paid as specified in said notice and that
from and after said date interest shall cease to accrue. If less than all the
Debentures are to be redeemed, the notice to the holders of the Debentures shall
specify the particular Debentures to be redeemed. If the Debentures are to be
redeemed in part only, the notice shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the redemption
date, upon surrender of such Debenture, a new Debenture or Debentures in
principal amount equal to the unredeemed portion thereof shall be issued.

         (b) Except in the case of a redemption pursuant to Section 3.3(b), if
less than all the Debentures are to be redeemed, the Company shall give the
Trustee at least 45 days' written notice in advance of the date fixed for
redemption as to the aggregate principal amount of Debentures to be redeemed,
and thereupon the Trustee shall select, pro rata or by lot or in such other
manner as it shall deem appropriate and fair in its discretion, the portion or
portions (equal to $10 or any integral multiple thereof) of the Debentures to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Debentures to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect pursuant to the terms hereof, by delivery of
instructions signed on its behalf by its Chief Executive Officer, President or
any Vice President, instruct the Trustee or any Paying Agent to call all or any
part of the Debentures for redemption and to give notice of redemption in the
manner set forth in this Section 3.4, such notice to be in the name of the
Company or its own name as the Trustee or such Paying Agent may deem advisable.
In any case in which notice of redemption is to be given by the Trustee or any
such Paying Agent, the Company shall deliver or cause to be delivered to, or
permit to remain with, the Trustee or such Paying Agent, as the case may be,
such Debenture Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such Paying Agent to
give any notice by mail that may be required under the provisions of this
Section 3.4.

         Section 3.5. Payment upon Redemption. (a) If the giving of notice of
redemption shall have been completed as above provided, the Debentures or
portions of Debentures to be redeemed specified in such notice shall become due
and payable on the date and at the place stated in such notice at the applicable
Redemption Price, and interest on such Debentures or portions of Debentures
shall cease to accrue on and after the date fixed for redemption, unless the
Company shall default in the payment of such Redemption Price with respect to
any such Debenture or portion thereof. On presentation and surrender of such
Debentures on or after the date fixed for redemption at the place of payment
specified in the notice, said Debentures shall be paid and redeemed at the
Redemption Price (but if the date fixed for redemption is an Interest

                                      -18-
   25

Payment Date, the interest installment payable on such date shall be payable to
the registered holder at the close of business on the applicable record date
pursuant to Section 3.3).

         (b) Upon presentation of any Debenture that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Debenture is presented shall deliver to the holder
thereof, at the expense of the Company, a new Debenture of authorized
denomination in principal amount equal to the unredeemed portion of the
Debenture so presented.

         Section 3.6. No Sinking Fund. The Debentures are not entitled to the
benefit of any sinking fund.

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

         Section 4.1. Extension of Interest Payment Period. So long as no Event
of Default has occurred and is continuing, the Company shall have the right, at
any time and from time to time during the term of the Debentures, to defer
payments of interest by extending the interest payment period of such Debentures
for a period not exceeding 20 consecutive quarters (the "Extension Period"),
during which Extension Period no interest shall be due and payable; provided
that no Extension Period may extend beyond the Maturity Date or end on a date
other than an Interest Payment Date. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 4.1, shall bear interest
thereon at the Coupon Rate compounded quarterly for each quarter of the
Extension Period ("Compounded Interest"). At the end of the Extension Period,
the Company shall calculate (and deliver such calculation to the Trustee) and
pay all interest accrued and unpaid on the Debentures, including any Additional
Payments and Compounded Interest (together, "Deferred Payments") that shall be
payable to the holders of the Debentures in whose names the Debentures are
registered in the Debenture Register on the first record date after the end of
the Extension Period. Before the termination of any Extension Period, the
Company may further extend such period so long as no Event of Default has
occurred and is continuing, provided that such period together with all such
further extensions thereof shall not exceed 20 consecutive quarters, or extend
beyond the Maturity Date of the Debentures or end on a date other than an
Interest Payment Date. Upon the termination of any Extension Period and upon the
payment of all Deferred Payments then due, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest shall be
due and payable during an Extension Period, except at the end thereof, but the
Company may prepay at any time all or any portion of the interest accrued during
an Extension Period.

         Section 4.2. Notice of Extension. (a) If the Property Trustee is the
only registered holder of the Debentures at the time the Company selects an
Extension Period, the Company shall give written notice to the Administrative
Trustees, the Property Trustee and the Trustee of its selection of such
Extension Period two Business Days before the earlier of (i) the next succeeding
date on which Distributions on the Trust Securities issued by the Trust are
payable; or (ii) the date the Trust is required to give notice of the record
date, or the date such

                                      -19-
   26
Distributions are payable, to the Nasdaq National Market or other applicable
self-regulatory organization or to holders of the Preferred Securities issued by
the Trust, but in any event at least one Business Day before such record date.

         (b) If the Property Trustee is not the only holder of the Debentures at
the time the Company selects an Extension Period, the Company shall give the
holders of the Debentures and the Trustee written notice of its selection of
such Extension Period at least two Business Days before the earlier of (i) the
next succeeding Interest Payment Date; or (ii) the date the Company is required
to give notice of the record or payment date of such interest payment to the
Nasdaq National Market or other applicable self-regulatory organization
or to holders of the Debentures.

         (c) The quarter in which any notice is given pursuant to paragraphs (a)
or (b) of this Section 4.2 shall be counted as one of the 20 quarters permitted
in the maximum Extension Period permitted under Section 4.1.

         Section 4.3. Limitation on Transactions. If (a) the Company shall
exercise its right to defer payment of interest as provided in Section 4.1; or
(b) there shall have occurred any Event of Default, then (i) neither the Company
nor any of its Subsidiaries shall declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (A)
dividends or distributions in common stock of the Company or such Subsidiary, as
the case may be, or any declaration of a non-cash dividend in connection with
the implementation of a shareholder rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (B) purchases of common stock of the Company related to the
rights under any of the Company's benefit plans for its directors, officers or
employees, (C) as a result of a reclassification of its capital stock for
another class of its capital stock or (D) dividends payable by such Subsidiary
to the Company or any of its Subsidiaries); (ii) the Company shall not make any
payment of interest, principal or premium, if any, or repay, repurchase or
redeem any debt securities issued by the Company which rank pari passu with or
junior to the Debentures or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks pari passu with or junior to the Debentures; provided,
however, that notwithstanding the foregoing the Company may make payments
pursuant to its obligations under the Preferred Securities Guarantee; and (iii)
the Company shall not redeem, purchase or acquire less than all of the
Outstanding Debentures or any of the Preferred Securities.

                                    ARTICLE V

                       PARTICULAR COVENANTS OF THE COMPANY

         Section 5.1. Payment of Principal and Interest. The Company shall duly
and punctually pay or cause to be paid the principal of and interest on the
Debentures at the time and place and in the manner provided herein. Each such
payment of the principal of and interest on the Debentures shall relate only to
the Debentures, shall not be combined with any other payment of

                                      -20-
   27

the principal of or interest on any other obligation of the Company, and shall
be clearly and unmistakably identified as pertaining to the Debentures.

         Section 5.2. Maintenance of Agency. So long as any of the Debentures
remain Outstanding, the Company shall maintain, or shall cause to be maintained,
an office or agency in the Borough of Manhattan, the City of New York, and at
such other location or locations as may be designated as provided in this
Section 5.2, where (a) Debentures may be presented for payment; (b) Debentures
may be presented as hereinabove authorized for registration of transfer and
exchange; and (c) notices and demands to or upon the Company in respect of the
Debentures and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its President or a Vice President and delivered to the
Trustee, designate some other office or agency for such purposes or any of them.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands. In addition to any such
office or agency, the Company may from time to time designate one or more
offices or agencies outside of the Borough of Manhattan, the City of New York,
where the Debentures may be presented for registration or transfer and for
exchange in the manner provided herein, and the Company may from time to time
rescind such designation as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any such office or agency in
the Borough of Manhattan, the City of New York, for the purposes above
mentioned. The Company shall give the Trustee prompt written notice of any such
designation or rescission thereof.

         Section 5.3. Paying Agents. (a) The Trustee shall be the initial Paying
Agent. If the Company shall appoint one or more Paying Agents for the
Debentures, other than the Trustee, the Company shall cause each such Paying
Agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 5.3:

                   (i) that it shall hold all sums held by it as such agent for
         the payment of the principal of or interest on the Debentures (whether
         such sums have been paid to it by the Company or by any other obligor
         of such Debentures) in trust for the benefit of the Persons entitled
         thereto;

                  (ii) that it shall give the Trustee notice of any failure by
         the Company (or by any other obligor of such Debentures) to make any
         payment of the principal of or interest on the Debentures when the same
         shall be due and payable;

                 (iii) that it shall, at any time during the continuance of any
         failure referred to in the preceding paragraph (a)(ii) above, upon the
         written request of the Trustee, forthwith pay to the Trustee all sums
         so held in trust by such Paying Agent; and

                                      -21-
   28

                  (iv) that it shall perform all other duties of Paying Agent as
         set forth in this Indenture.

         (b) If the Company shall act as its own Paying Agent with respect to
the Debentures, it shall on or before each due date of the principal of or
interest on such Debentures, set aside, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay such principal
or interest so becoming due on Debentures until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of such action, or any failure (by it or any other obligor on such
Debentures) to take such action. Whenever the Company shall have one or more
Paying Agents for the Debentures, it shall, prior to each due date of the
principal of or interest on any Debentures, deposit with the Paying Agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal or interest,
and (unless such Paying Agent is the Trustee) the Company shall promptly notify
the Trustee of this action or failure so to act.

         (c) Notwithstanding anything in this Section 5.3 to the contrary, (i)
the agreement to hold sums in trust as provided in this Section 5.3 is subject
to the provisions of Section 13.3 and 13.4; and (ii) the Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any Paying Agent to pay, to
the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the Company or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

         Section 5.4. Appointment to Fill Vacancy in Office of the Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
shall appoint, in the manner provided in Section 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

         Section 5.5. Compliance with Consolidation Provisions. The Company
shall not, while any of the Debentures remain Outstanding, consolidate with, or
merge into, or merge into itself, or sell or convey all or substantially all of
its property to any other company unless the provisions of Article XII hereof
are complied with.

         Section 5.6. Limitation on Transactions. If Debentures are issued to
the Trust or a trustee of the Trust in connection with the issuance of Trust
Securities by the Trust and (a) there shall have occurred an Event of Default;
(b) the Company shall be in default with respect to its payment of any
obligations under the Preferred Securities Guarantee relating to the Trust; or
(c) if the Company shall have given notice of its election to defer payments of
interest on such Debentures by extending the interest payment period as provided
in this Indenture and such Extension Period, or any extension thereof, shall be
continuing, then (i) neither the Company nor any of its Subsidiaries shall
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than (A) dividends or distributions in common stock of
the Company or such Subsidiary, as the case may be, or any declaration of a
non-cash dividend in connection with the

                                      -22-
   29

implementation of a shareholder rights plan, or the issuance of stock under any
such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (B) purchases of common stock of the Company related to the
rights under any of the Company's benefit plans for its directors, officers or
employees, (C) as a result of a reclassification of its capital stock or (D)
dividends payable by such Subsidiary to the Company or any of its Subsidiaries);
(ii) the Company shall not make any payment of principal, interest or premium,
if any, or repay, repurchase or redeem any debt securities issued by the Company
which rank pari passu with or junior in interest to the Debentures; provided,
however, that the Company may make payments pursuant to its obligations under
the Preferred Securities Guarantee; and (iii) the Company shall not redeem,
purchase or acquire less than all of the Outstanding Debentures or any of the
Preferred Securities.

         Section 5.7. Covenants as to the Trust. For so long as the Trust
Securities of the Trust remain outstanding, the Company (a) shall maintain 100%
direct or indirect ownership of the Common Securities of the Trust; provided,
however, that any permitted successor of the Company under this Indenture may
succeed to the Company's ownership of the Common Securities; (b) shall not
voluntarily terminate, wind up or liquidate the Trust, except upon prior
approval of the Federal Reserve if then so required under applicable capital
guidelines, policies or regulations of the Federal Reserve; (c) shall use its
reasonable efforts to cause the Trust (i) to remain a business trust (and to
avoid involuntary termination, winding up or liquidation), except in connection
with a distribution of Debentures, the redemption of all of the Trust Securities
of the Trust or certain mergers, consolidations or amalgamations, each as
permitted by the Trust Agreement; and (ii) to otherwise continue not to be
treated as an association taxable as a corporation or partnership for United
States federal income tax purposes; (d) shall use its reasonable efforts to
cause each holder of Trust Securities to be treated as owning an individual
beneficial interest in the Debentures; and (e) any successor to the Company,
shall use reasonable efforts to maintain the eligibility of the Preferred
Securities for quotation or listing on any national securities exchange or other
organization on which the Preferred Securities are then quoted or listed
(including, if applicable, the Nasdaq National Market) and shall use reasonable
efforts to keep the Preferred Securities so quoted or listed for so long as the
Preferred Securities remain outstanding. In connection with the distribution of
the Debentures to the holders of the Preferred Securities issued by the Trust
upon a Dissolution Event, the Company shall use its best efforts to list such
Debentures on the Nasdaq National Market or on such other exchange as the
Preferred Securities are then listed.

         Section 5.8. Covenants as to Purchases. Except upon the exercise by the
Company of its right to redeem the Debentures pursuant to Section 3.2 upon the
occurrence and continuation of a Special Event, the Company shall not purchase
any Debentures, in whole or in part, from the Trust prior to June __, 2006.

         Section 5.9. Waiver of Usury, Stay or Extension Laws. The Company shall
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performances of this Indenture, and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein

                                      -23-
   30

granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE VI

     THE DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

         Section 6.1. The Company to Furnish the Trustee Names and Addresses of
the Debentureholders. The Company shall furnish or cause to be furnished to the
Trustee (a) on a quarterly basis on each regular record date (as described in
Section 2.5) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of the Debentures as of such regular record
date, provided that the Company shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect from
the most recent list furnished to the Trustee by the Company (in the event the
Company fails to provide such list on a quarterly basis, the Trustee shall be
entitled to rely on the most recent list provided by the Company); and (b) at
such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that, in either case, no such list need be furnished if the
Trustee shall be the Debenture Registrar.

         Section 6.2. Preservation of Information Communications with the
Debentureholders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Debentures contained in the most recent list furnished to it as
provided in Section 6.1 and as to the names and addresses of holders of
Debentures received by the Trustee in its capacity as Debenture Registrar for
the Debentures (if acting in such capacity).

         (b) The Trustee may destroy any list furnished to it as provided in
Section 6.1 upon receipt of a new list so furnished.

         (c) Debentureholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Debentureholders with respect to their rights
under this Indenture or under the Debentures.

         Section 6.3. Reports by the Company. (a) The Company covenants and
agrees to file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Company may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
sections, then to file with the Trustee and the Commission, in accordance with
the rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

                                      -24-
   31

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

         (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Debentureholders, as their names and addresses
appear upon the Debenture Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
6.3 as may be required by rules and regulations prescribed from time to time by
the Commission.

         Section 6.4. Reports by the Trustee. (a) On or before [October 15] in
each year in which any of the Debentures are Outstanding, the Trustee shall
transmit by mail, first class postage prepaid, to the Debentureholders, as their
names and addresses appear upon the Debenture Register, a brief report dated as
of the preceding September 30, if and to the extent required under Section
313(a) of the Trust Indenture Act.

         (b) The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

         (c) A copy of each such report shall, at the time of such transmission
to Debentureholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Debentures are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Debentures become
listed on any stock exchange.

                                   ARTICLE VII

        REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

         Section 7.1. Events of Default. (a) Whenever used herein with respect
to the Debentures, "Event of Default" means any one or more of the following
events:

                   (i) the Company defaults in the payment of any installment of
         interest upon any of the Debentures, as and when the same shall become
         due and payable, and continuance of such default for a period of 30
         days; provided, however, that a valid extension of an interest payment
         period by the Company in accordance with the terms of this Indenture
         shall not constitute a default in the payment of interest for this
         purpose;

                  (ii) the Company defaults in the payment of the principal on
         the Debentures as and when the same shall become due and payable
         whether at maturity, upon redemption, by declaration or otherwise;

                                      -25-
   32

                 (iii) the Company fails to observe or perform any other of its
         covenants or agreements with respect to the Debentures for a period of
         90 days after the date on which written notice of such failure,
         requiring the same to be remedied and stating that such notice is a
         "Notice of Default" hereunder, shall have been given to the Company by
         the Trustee, by registered or certified mail, or to the Company and the
         Trustee by the holders of at least 25% in principal amount of the
         Debentures at the time Outstanding;

                  (iv) the Company pursuant to or within the meaning of any
         Bankruptcy Law (A) commences a voluntary case; (B) consents to the
         entry of an order for relief against it in an involuntary case; (C)
         consents to the appointment of a Custodian of it or for all or
         substantially all of its property; or (D) makes a general assignment
         for the benefit of its creditors;

                   (v) a court of competent jurisdiction enters an order under
         any Bankruptcy Law that (A) is for relief against the Company in an
         involuntary case; (B) appoints a Custodian of the Company for all or
         substantially all of its property; or (C) orders the liquidation of the
         Company, and the order or decree remains unstayed and in effect for 90
         days; or

                  (vi) the Trust shall have voluntarily or involuntarily
         dissolved, wound-up its business or otherwise terminated its existence
         except in connection with (A) the distribution of Debentures to holders
         of Trust Securities in liquidation of their interests in the Trust; (B)
         the redemption of all of the outstanding Trust Securities of the Trust;
         or (C) certain mergers, consolidations or amalgamations, each as
         permitted by the Trust Agreement.

         (b) In each and every such case referred to in items (i) through (vi)
of Section 7.1(a), unless the principal of all the Debentures shall have already
become due and payable, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Debentures then Outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by such
Debentureholders) may declare the principal of all the Debentures to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Debentures.

         (c) At any time after the principal of the Debentures shall have been
so declared due and payable, and before any judgment or decree for the payment
of the money due shall have been obtained or entered as hereinafter provided,
the holders of a majority in aggregate principal amount of the Debentures then
Outstanding hereunder, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if: (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Debentures and the principal of any and
all Debentures that shall have become due otherwise than by acceleration (with
interest upon such principal, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Debentures to the date of such payment or
deposit) and the amount payable to the Trustee under Section 9.7; and (ii) any
and all Events of Default under this Indenture, other than the nonpayment of
principal on Debentures that shall not have become due

                                      -26-
   33

by their terms, shall have been remedied or waived as provided in Section 7.6.
No such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.

         (d) In case the Trustee shall have proceeded to enforce any right with
respect to Debentures under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company and the Trustee shall continue as though no such proceedings had
been taken.

         Section 7.2. Collection of Indebtedness and Suits for Enforcement by
the Trustee. (a) The Company covenants that (i) in case it shall default in the
payment of any installment of interest on any of the Debentures, and such
default shall have continued for a period of 30 days; or (ii) in case it shall
default in the payment of the principal of any of the Debentures when the same
shall have become due and payable, whether upon maturity of the Debentures or
upon redemption or upon declaration or otherwise, then, upon demand of the
Trustee, the Company shall pay to the Trustee, for the benefit of the holders of
the Debentures, the whole amount that then shall have become due and payable on
all such Debentures for principal or interest, or both, as the case may be, with
interest upon the overdue principal; and (to the extent that payment of such
interest is enforceable under applicable law and, if the Debentures are held by
the Trust or a trustee of the Trust, without duplication of any other amounts
paid by the Trust or trustee in respect thereof) upon overdue installments of
interest at the rate per annum expressed in the Debentures; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section 9.7.

         (b) If the Company shall fail to pay such amounts set forth in Section
7.2(a) forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the Debentures and collect the money adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
other obligor upon the Debentures, wherever situated.

         (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, the Trust, or the creditors or property of either, the
Trustee shall have power to intervene in such proceedings and take any action
therein that may be permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of the Debentures allowed for the entire amount due
and payable by the Company under this Indenture at the date of institution of
such proceedings and for any additional amount that may become due and payable
by the Company after such date, and to collect and receive any money or other
property payable or deliverable on any such claim, and to distribute the same

                                      -27-
   34

after the deduction of the amount payable to the Trustee under Section 9.7; and
any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of the Debentures to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Debentureholders, to pay to the Trustee any amount due
it under Section 9.7.

         (d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to the Debentures, may be
enforced by the Trustee without the possession of any of such Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 9.7, be
for the ratable benefit of the holders of the Debentures. In case of an Event of
Default hereunder which is continuing, the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. Nothing contained herein
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Debentureholder any plan of reorganization, arrangement,
adjustment or composition affecting the Debentures or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Debentureholder in any such proceeding.

         Section 7.3. Application of Money Collected. Any money or other assets
collected by the Trustee pursuant to this Article VII with respect to the
Debentures shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money or other assets on
account of principal or interest, upon presentation of the Debentures, and
notation thereon of the payment, if only partially paid, and upon surrender
thereof if fully paid:

                  FIRST: To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 9.7;

                  SECTION: To the payment of all Senior Indebtedness if and to
         the extent required by Article XVI; and

                  THIRD: To the payment of the amounts then due and unpaid upon
         the Debentures for principal and interest, in respect of which or for
         the benefit of which such money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on such Debentures for principal and interest, respectively.

         Section 7.4. Limitation on Suits. (a) Except as set forth in this
Indenture, no holder of any Debenture shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder,

                                      -28-
   35

unless (i) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof with respect to the
Debentures specifying such Event of Default, as hereinbefore provided; (ii) the
holders of not less than 25% in aggregate principal amount of the Debentures
then Outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby; and (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such
action, suit or proceeding and during such 60 day period, the holders of a
majority in principal amount of the Debentures do not give the Trustee a
direction inconsistent with the request.

         (b) Notwithstanding anything contained herein to the contrary or any
other provisions of this Indenture, the right of any holder of the Debentures to
receive payment of the principal of and interest on the Debentures, as therein
provided, on or after the respective due dates expressed in such Debenture (or
in the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder and
by accepting a Debenture hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debenture with every other such
taker and holder and the Trustee that no one or more holders of the Debentures
shall have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the
holders of any other of such Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of the Debentures. For the protection and
enforcement of the provisions of this Section 7.4, each and every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

         Section 7.5. Rights and Remedies Cumulative; Delay or Omission not
Waiver. (a) Except as otherwise provided in Section 2.9(b), all powers and
remedies given by this Article VII to the Trustee or to the Debentureholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Debentures.

         (b) No delay or omission of the Trustee or of any holder of any of the
Debentures to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 7.4, every power and remedy
given by this Article VII or by law to the Trustee or the Debentureholders may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Debentureholders.

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         Section 7.6. Control by the Debentureholders. The holders of a majority
in aggregate principal amount of the Debentures at the time Outstanding,
determined in accordance with Section 10.4, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture. Subject to the provisions of Section 9.1, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Debentures at the time Outstanding affected thereby, determined in
accordance with Section 10.4, may on behalf of the holders of all of the
Debentures waive any past default in the performance of any of the covenants
contained herein and its consequences, except (i) a default in the payment of
the principal of or interest on any of the Debentures as and when the same shall
become due by the terms of such Debentures otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured
installments of principal and interest has been deposited with the Trustee (in
accordance with Section 7.1(c)); (ii) a default in the covenants contained in
Section 5.7; or (iii) in respect of a covenant or provision hereof which cannot
be modified or amended without the consent of the holder of each Outstanding
Debenture affected; provided, however, that if the Debentures are held by the
Trust or a trustee of the Trust, such waiver or modification to such waiver
shall not be effective until the holders of a majority in liquidation preference
of Trust Securities of the Trust shall have consented to such waiver or
modification to such waiver; provided further, that if the Debentures are held
by the Trust or a trustee of the Trust, and if the consent of the holder of each
Outstanding Debenture is required, such waiver shall not be effective until each
holder of the Trust Securities of the Trust shall have consented to such waiver.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders
of the Debentures shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         Section 7.7. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Debentures by such holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as the
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 7.7 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Debentureholder, or group of the Debentureholders holding more
than 10% in aggregate principal amount of the Outstanding Debentures, or to any
suit instituted by any Debentureholder for the enforcement of the payment of the
principal of or interest on the Debentures, on or after the respective due dates
expressed in such Debenture or established pursuant to this Indenture.

                                      -30-
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         Section 7.8. Direct Action; Right of Set-Off. In the event that an
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Company to pay interest on or principal of the Debentures
on an Interest Payment Date or Maturity Date, as applicable, then a holder of
Preferred Securities may institute a legal proceeding directly against the
Company for enforcement of payment to such holder of the principal of or
interest on such Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities of such holders (a "Direct
Action"). In connection with such Direct Action, the Company will have a right
of set-off under this Indenture to the extent of any payment actually made by
the Company to such holder of the Preferred Securities with respect to such
Direct Action.

                                  ARTICLE VIII

                    FORM OF THE DEBENTURE AND ORIGINAL ISSUE

         Section 8.1. Form of Debenture. The Debenture and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the forms contained as Exhibit A to this Indenture, attached hereto and
incorporated herein by reference.

         Section 8.2. Original Issue of the Debentures. Debentures in the
aggregate principal amount of $20,618,560 may, upon execution of this Indenture,
be executed by the Company and delivered to the Trustee for authentication. If
the Underwriters exercise their Option and there is an Option Closing Date (as
such terms are defined in the Underwriting Agreement, dated June __, 2001, by
and among the Company, the Trust and Howe Barnes Investments, Inc. and Stephens
Inc., as representatives of the several Underwriters named therein, then, on
such Option Closing Date, Debentures in the additional aggregate amount of up to
$3,092,780 may be executed by the Company and delivered to the Trustee for
authentication. The Trustee shall thereupon authenticate and deliver said
Debentures to or upon the written order of the Company, signed by its Chief
Executive Officer, its President, or any Vice President and its Treasurer or an
Assistant Treasurer, without any further action by the Company.

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

         Section 9.1. Certain Duties and Responsibilities of the Trustee. (a)
The Trustee, prior to the occurrence of an Event of Default and after the curing
of all Events of Default that may have occurred, shall undertake to perform with
respect to the Debentures such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default has occurred that has
not been cured or waived, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

                                      -31-
   38

         (b) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

                   (i) prior to the occurrence of an Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                            (A) the duties and obligations of the Trustee shall
                  with respect to the Debentures be determined solely by the
                  express provisions of this Indenture, and the Trustee shall
                  not be liable with respect to the Debentures except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Indenture, and no implied covenants or
                  obligations shall be read into this Indenture against the
                  Trustee; and

                            (B) in the absence of bad faith on the part of the
                  Trustee, the Trustee may with respect to the Debentures
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture; but in the
                  case of any such certificates or opinions that by any
                  provision hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Indenture;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee, unless it shall be proved that the Trustee was negligent
         in ascertaining the pertinent facts;

                 (iii) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the holders of not less than a majority in
         principal amount of the Debentures at the time Outstanding relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee under this Indenture with respect to the Debentures;
         and

                  (iv) none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if there is reasonable
         ground for believing that the repayment of such funds or liability is
         not reasonably assured to it under the terms of this Indenture or
         adequate indemnity against such risk is not reasonably assured to it.

         Section 9.2. Notice of Defaults. Within 90 days after actual knowledge
by a Responsible Officer of the Trustee of the occurrence of any Default
hereunder with respect to the Debentures, the Trustee shall transmit by mail to
all holders of the Debentures, as their names and addresses appear in the
Debenture Register, notice of such Default, unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default

                                      -32-
   39

in the payment of the principal or interest (including any Additional Payments)
on any Debenture, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust
committee of the directors and/or Responsible Officers of the Trustee determines
in good faith that the withholding of such notice is in the interests of the
holders of such Debentures; and provided, further, that in the case of any
Default of the character specified in section 7.1(a)(iii), no such notice to
holders of Debentures need be sent until at least 30 days after the occurrence
thereof.

         Section 9.3. Certain Rights of the Trustee. Except as otherwise
provided in Section 9.1:

                   (a) The Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond, security or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                   (b) Any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by a Board Resolution
         or an instrument signed in the name of the Company by its President or
         any Vice President and by the Secretary or an Assistant Secretary or
         the Treasurer or an Assistant Treasurer thereof (unless other evidence
         in respect thereof is specifically prescribed herein);

                   (c) The Trustee shall not be deemed to have knowledge of a
         Default or an Event of Default, other than an Event of Default
         specified in Section 7.1(a)(i) or (ii), unless and until it receives
         written notification of such Event of Default from the Company or by
         holders of at least 25% of the aggregate principal amount of the
         Debentures at the time Outstanding;

                   (d) The Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken or
         suffered or omitted hereunder in good faith and in reliance thereon;

                   (e) The Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request,
         order or direction of any of the Debentureholders, pursuant to the
         provisions of this Indenture, unless such Debentureholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities that may be incurred therein or
         thereby; nothing contained herein shall, however, relieve the Trustee
         of the obligation, upon the occurrence of an Event of Default (that is
         continuing and has not been cured or waived) to exercise with respect
         to the Debentures such of the rights and powers vested in it by this
         Indenture, and to use the same degree of care and skill in its
         exercise, as a prudent person would exercise or use under the
         circumstances in the conduct of his or her own affairs;

                                      -33-
   40

                   (f) The Trustee shall not be liable for any action taken or
         omitted to be taken by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture;

                   (g) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond, security, or other papers or documents, unless
         requested in writing so to do by the holders of not less than a
         majority in principal amount of the Outstanding Debentures (determined
         as provided in Section 10.4); provided, however, that if the payment
         within a reasonable time to the Trustee of the costs, expenses or
         liabilities likely to be incurred by it in the making of such
         investigation is, in the opinion of the Trustee, not reasonably assured
         to the Trustee by the security afforded to it by the terms of this
         Indenture, the Trustee may require reasonable indemnity against such
         costs, expenses or liabilities as a condition to so proceeding, and the
         reasonable expense of every such examination shall be paid by the
         Company or, if paid by the Trustee, shall be repaid by the Company upon
         demand; and

                   (h) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

         Section 9.4. The Trustee not Responsible for Recitals, Etc. (a) The
Recitals contained herein and in the Debentures shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same.

         (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debentures.

         (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Debentures or of the proceeds of such Debentures, or
for the use or application of any money paid over by the Trustee in accordance
with any provision of this Indenture, or for the use or application of any money
received by any Paying Agent other than the Trustee.

         Section 9.5. May Hold the Debentures. The Trustee or any Paying Agent
or Debenture Registrar for the Debentures, in its individual or any other
capacity, may become the owner or pledgee of the Debentures with the same rights
it would have if it were not Trustee, Paying Agent or Debenture Registrar.

         Section 9.6. Money Held in Trust. Subject to the provisions of Section
13.5, all money received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it
hereunder except such as it may agree with the Company to pay thereon.

                                      -34-
   41

         Section 9.7. Compensation and Reimbursement. (a) The Company covenants
and agrees to pay to the Trustee, and the Trustee shall be entitled to, such
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), as the Company and
the Trustee may from time to time agree in writing, for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and,
except as otherwise expressly provided herein, the Company shall pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
the Trustee (and its officers, agents, directors and employees) for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this Indenture, including the costs and
expenses of defending itself against any claim of liability in the premises.

         (b) The obligations of the Company under this Section 9.7 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Debentures.

         Section 9.8. Reliance on Officers' Certificate. Except as otherwise
provided in Section 9.1, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

         Section 9.9. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of Section
310(b) of the Trust Indenture Act, the Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

        Section 9.10. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee with respect to the Debentures issued hereunder which
shall at all times be a corporation organized and doing business under the laws
of the United States or any state or territory thereof or of the District of
Columbia, or a corporation or other Person permitted to act as trustee by the
Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, and subject to
supervision or examination by federal, state, territorial, or District of
Columbia authority. If such corporation publishes reports of

                                      -35-
   42

condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 9.10, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.10, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.11.

        Section 9.11. Resignation and Removal; Appointment of Successor. (a) The
Trustee or any successor hereafter appointed, may at any time resign by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Debentureholders, as their names
and addresses appear upon the Debenture Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect
to Debentures by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the mailing of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee
with respect to Debentures, or any Debentureholder who has been a bona fide
holder of a Debenture or Debentures for at least six months may, subject to the
provisions of Sections 9.9 and 9.10, on behalf of himself or herself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

         (b)    In case at any time any one of the following shall occur:

                   (i) the Trustee shall fail to comply with the provisions of
         Section 9.9 after written request therefor by the Company or by any
         Debentureholder who has been a bona fide holder of a Debenture or
         Debentures for at least six months; or

                  (ii) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 9.10 and shall fail to resign after written
         request therefor by the Company or by any such Debentureholder; or

                 (iii) the Trustee shall become incapable of acting, or shall be
         adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
         proceeding, or a receiver of the Trustee or of its property shall be
         appointed or consented to, or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee with respect to all
Debentures and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 9.10, unless the Trustee's duty to
resign is stayed as provided herein, any Debentureholder who has been a bona
fide

                                      -36-
   43

holder of a Debenture or Debentures for at least six months may, on behalf
of that holder and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

         (c)    The holders of the Debentures may not remove the Trustee.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Debentures pursuant to any of the
provisions of this Section 9.11 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 9.12.

         (e) Any successor trustee appointed pursuant to this Section 9.11 may
be appointed with respect to the Debentures, and at any time there shall be only
one Trustee with respect to the Debentures.

        Section 9.12. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor trustee with respect to the Debentures,
every successor trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring Trustee hereunder.

         (b) Upon request of any successor trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor trustee all such rights, powers and trusts referred to in
paragraph (a) of this Section 9.12.

         (c) No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and eligible
under this Article IX.

         (d) Upon acceptance of appointment by a successor trustee as provided
in this Section 9.12, the Company shall transmit notice of the succession of
such trustee hereunder by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the Debenture
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

        Section 9.13. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation

                                      -37-
   44

shall be qualified under the provisions of Section 9.9 and eligible under the
provisions of Section 9.10, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. In case any Debentures shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debentures so authenticated with the same effect
as if such successor Trustee had itself authenticated such Debentures.

        Section 9.14. Preferential Collection of Claims against the Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

                                    ARTICLE X

                         CONCERNING THE DEBENTUREHOLDERS

        Section 10.1. Evidence of Action by the Holders. (a) Whenever in this
Indenture it is provided that the holders of a majority or specified percentage
in aggregate principal amount of the Debentures may take any action (including
the making of any demand or request, the giving of any notice, consent or waiver
or the taking of any other action), the fact that at the time of taking any such
action the holders of such majority or specified percentage have joined therein
may be evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Debentures in person or by agent or proxy appointed
in writing.

         (b) If the Company shall solicit from the Debentureholders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for the determination of Debentureholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Debentureholders of record at the close of business on the record date shall
be deemed to be Debentureholders for the purposes of determining whether
Debentureholders of the requisite proportion of Outstanding Debentures have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
Outstanding Debentures shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such
Debentureholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
(6) months after the record date.

        Section 10.2. Proof of Execution by the Debentureholders. Subject to the
provisions of Section 9.1, proof of the execution of any instrument by a
Debentureholder (such proof shall not

                                      -38-
   45

require notarization) or such Debentureholder's agent or proxy and proof of the
holding by any Person of any of the Debentures shall be sufficient if made in
the following manner:

                   (a) The fact and date of the execution by any such Person of
         any instrument may be proved in any reasonable manner acceptable to the
         Trustee.

                   (b) The ownership of Debentures shall be proved by the
         Debenture Register of such Debentures or by a certificate of the
         Debenture Registrar thereof.

                   (c) The Trustee may require such additional proof of any
         matter referred to in this Section 10.2 as it shall deem necessary.

        Section 10.3. Who May be Deemed Owners. Prior to the due presentment for
registration of transfer of any Debenture, the Company, the Trustee, any Paying
Agent, any Authenticating Agent and any Debenture Registrar may deem and treat
the Person in whose name such Debenture shall be registered upon the books of
the Company as the absolute owner of such Debenture (whether or not such
Debenture shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal of and interest
on such Debenture (subject to Section 2.3) and for all other purposes; and
neither the Company nor the Trustee nor any Paying Agent nor any Authenticating
Agent nor any Debenture Registrar shall be affected by any notice to the
contrary.

        Section 10.4. Certain Debentures Owned by Company Disregarded. In
determining whether the holders of the requisite aggregate principal amount of
the Debentures have concurred in any direction, consent or waiver under this
Indenture, the Debentures that are owned by the Company or any other obligor on
the Debentures or by any Person directly or indirectly controlling or controlled
by or under common control with the Company or any other obligor on the
Debentures shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that (a) for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Debentures that the Trustee actually knows are so owned shall be
so disregarded; and (b) for purposes of this Section 10.4, the Trust shall be
deemed not to be controlled by the Company. The Debentures so owned that have
been pledged in good faith may be regarded as Outstanding for the purposes of
this Section 10.4, if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Debentures and that
the pledgee is not a Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor. In case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

        Section 10.5. Actions Binding on the Future Debentureholders. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 10.1, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action, any holder of a Debenture that is
shown by the evidence to be included in the Debentures the holders of which have
consented to such action may, by filing written notice with the Trustee, and
upon proof of holding as

                                      -39-
   46

provided in Section 10.2, revoke such action so far as concerns such Debenture.
Except as aforesaid, any such action taken by the holder of any Debenture shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Debenture, and of any Debenture issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Debenture. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Debentures specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Trustee and the holders of all the
Debentures.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

        Section 11.1. Supplemental Indentures without the Consent of the
Debentureholders. In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Debentureholders, for one or more of the following purposes:

                   (a) to cure any ambiguity, defect, or inconsistency herein,
         or in the Debentures;

                   (b) to comply with Article X;

                   (c) to provide for uncertificated Debentures in addition to
         or in place of certificated Debentures;

                   (d) to add to the covenants of the Company for the benefit of
         the holders of all or any of the Debentures or to surrender any right
         or power herein conferred upon the Company;

                   (e) to add to, delete from, or revise the conditions,
         limitations and restrictions on the authorized amount, terms or
         purposes of issue, authentication and delivery of Debentures, as herein
         set forth;

                   (f) to make any change that does not adversely affect the
         rights of any Debentureholder in any material respect;

                   (g) to provide for the issuance of and establish the form and
         terms and conditions of the Debentures, to establish the form of any
         certifications required to be furnished pursuant to the terms of this
         Indenture or of the Debentures, or to add to the rights of the holders
         of the Debentures;

                   (h) to qualify or maintain the qualification of this
         Indenture under the Trust Indenture Act; or

                                      -40-
   47

                   (i) to evidence a consolidation or merger involving the
         Company as permitted under Section 12.1.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise. Any supplemental indenture authorized by the provisions of this
Section 11.1 may be executed by the Company and the Trustee without the consent
of the holders of any of the Debentures at the time Outstanding, notwithstanding
any of the provisions of Section 11.2.

        Section 11.2. Supplemental Indentures with Consent of the
Debentureholders. With the consent (evidenced as provided in Section 10.1) of
the holders of not less than a majority in aggregate principal amount of the
Debentures at the time Outstanding, the Company, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner not covered by Section 11.1 the rights of the holders of the
Debentures under this Indenture; provided, however, that no such supplemental
indenture shall without the consent of the holders of each Debenture then
Outstanding and affected thereby, (a) extend the fixed maturity of any
Debentures, reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon; or (b) reduce the aforesaid percentage
of Debentures, the holders of which are required to consent to any such
supplemental indenture; provided further, that if the Debentures are held by the
Trust or a trustee of the Trust, such supplemental indenture shall not be
effective until the holders of a majority in liquidation preference of Trust
Securities of the Trust shall have consented to such supplemental indenture;
provided further, that if the Debentures are held by the Trust or a trustee of
the Trust and if the consent of the holder of each Outstanding Debenture is
required, such supplemental indenture shall not be effective until each holder
of the Trust Securities of the Trust shall have consented to such supplemental
indenture. It shall not be necessary for the consent of the Debentureholders
affected thereby under this Section 11.2 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

        Section 11.3. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article XI, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Debentures shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

                                      -41-
   48

        Section 11.4. The Debentures Affected by Supplemental Indentures. The
Debentures affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article XI, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchanges or automated quotation system
upon which the Debentures may be listed or quoted, as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Debentures so modified as to conform, in the opinion of the Board of Directors
of the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Debentures then Outstanding.

        Section 11.5. Execution of Supplemental Indentures. (a) Upon the request
of the Company, accompanied by its Board Resolutions authorizing the execution
of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Debentureholders required to consent thereto as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated, to enter
into such supplemental indenture. The Trustee, subject to the provisions of
Sections 9.1, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article XI is authorized or
permitted by, and conforms to, the terms of this Article XI and that it is
proper for the Trustee under the provisions of this Article XI to join in the
execution thereof.

         (b) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 11.5, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Debentureholders as their names and addresses appear upon the Debenture
Register. Any failure of the Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

        Section 11.6. Preservation of Registered Debentures. No supplemental
indenture shall be entered into which alters the form of Debentures from
registered to coupon form without an Opinion of Counsel stating that such
alteration will not result in adverse federal income tax consequences to the
Company.

                                   ARTICLE XII

                              SUCCESSOR CORPORATION

        Section 12.1. The Company may Consolidate, Etc. Nothing contained in
this Indenture or in any of the Debentures shall prevent any consolidation or
merger of the Company with or into any other corporation or corporations
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company, as the case may be, or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company, as the
case may be, or its successor

                                      -42-
   49

or successors as an entirety, or substantially as an entirety, to any other
corporation (whether or not affiliated with the Company, as the case may be, or
its successor or successors) authorized to acquire and operate the same;
provided, however, that the Company hereby covenants and agrees that (a) upon
any such consolidation, merger, sale, conveyance, transfer or other disposition,
the due and punctual payment, in the case of the Company, of the principal of
and interest on all of the Debentures, according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Company, as the case may be, shall be
expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act, as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company, as the case may be, shall have
been merged, or by the entity which shall have acquired such property; (b) in
case the Company consolidates with or merges into another Person or conveys or
transfers its properties and assets substantially as an entirety to any Person,
the successor Person is organized under the laws of the United States or any
state or the District of Columbia; and (c) immediately after giving effect
thereto, an Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have occurred and be
continuing.

        Section 12.2. Successor Corporation Substituted. (a) In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of, in the
case of the Company, the due and punctual payment of the principal of and
interest on all of the Debentures Outstanding and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Company, as the case may be, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named as the Company herein.

         (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Debentures thereafter to be issued as may be
appropriate.

         (c) Nothing contained in this Indenture or in any of the Debentures
shall prevent the Company from merging into itself or acquiring by purchase or
otherwise, all or any part of, the property of any other Person (whether or not
affiliated with the Company).

         Section 12.3. Evidence of Consolidation, etc. to Trustee. The Trustee,
subject to the provisions of Section 9.1, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply with the
provisions of this Article XII.

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

        Section 13.1. Satisfaction and Discharge of Indenture. If at any time:
(a) the Company shall have delivered to the Trustee for cancellation all
Debentures theretofore authenticated

                                      -43-
   50

(other than any Debentures that shall have been destroyed, lost or stolen and
that shall have been replaced or paid as provided in Section 2.9) and all
Debentures for whose payment money or Governmental Obligations have theretofore
been deposited in trust or segregated and held in trust by the Company (and
thereupon repaid to the Company or discharged from such trust, as provided in
Section 13.5); or (b) all such Debentures not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in money or
Governmental Obligations sufficient, or a combination thereof sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all Debentures not theretofore delivered to the
Trustee for cancellation, including principal and interest due or to become due
to such date of maturity or date fixed for redemption, as the case may be, and
if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company; then this Indenture shall thereupon cease to be of
further effect except for the provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2,
5.3, 9.7 and 9.10, that shall survive until the date of maturity or redemption
date, as the case may be, and Sections 9.7 and 13.5, that shall survive to such
date and thereafter, and the Trustee, on demand of the Company and at the cost
and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture.

        Section 13.2. Discharge of Obligations. If at any time all Debentures
not heretofore delivered to the Trustee for cancellation or that have not become
due and payable as described in Section 13.1 shall have been paid by the Company
by depositing irrevocably with the Trustee as trust funds money or an amount of
Governmental Obligations sufficient in the opinion of a nationally recognized
certified public accounting firm to pay at maturity or upon redemption all
Debentures not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then after the
date such money or Governmental Obligations, as the case may be, are deposited
with the Trustee, the obligations of the Company under this Indenture shall
cease to be of further effect except for the provisions of Sections 2.3, 2.7,
2.9, 5.1, 5.2, 5.3, 9.6, 9.7 and 13.5, that shall survive until such Debentures
shall mature and be paid. Thereafter, Sections 9.7 and 13.5 shall survive.

        Section 13.3. Deposited Money to be Held in Trust. All money or
Governmental Obligations deposited with the Trustee pursuant to Sections 13.1 or
13.2 shall be held in trust and shall be available for payment as due, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent), to the holders of the Debentures for the payment or redemption of
which such money or Governmental Obligations have been deposited with the
Trustee.

        Section 13.4. Payment of Money Held by Paying Agents. In connection with
the satisfaction and discharge of this Indenture, all money or Governmental
Obligations then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be

                                      -44-
   51

paid to the Trustee and thereupon such Paying Agent shall be released from all
further liability with respect to such money or Governmental Obligations.

        Section 13.5. Repayment to the Company. Any money or Governmental
Obligations deposited with any Paying Agent or the Trustee, or then held by the
Company in trust, for payment of principal of or interest on the Debentures that
are not applied but remain unclaimed by the holders of such Debentures for at
least two years after the date upon which the principal of or interest on such
Debentures shall have respectively become due and payable, shall be repaid to
the Company, as the case may be, on June 30 of each year or (if then held by the
Company) shall be discharged from such trust; and thereupon the Paying Agent and
the Trustee shall be released from all further liability with respect to such
money or Governmental Obligations, and the holder of any of the Debentures
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

                                   ARTICLE XIV

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

        Section 14.1. No Recourse. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of the Debentures, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever, shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debentures or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debentures or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

         Section 15.1. Effect on Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind its respective successors and assigns, whether
so expressed or not.

                                      -45-
   52

        Section 15.2. Actions by Successor. Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the corresponding board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

        Section 15.3. Surrender of the Company Powers. The Company by instrument
in writing executed by appropriate authority of its Board of Directors and
delivered to the Trustee may surrender any of the powers reserved to the
Company, and thereupon such power so surrendered shall terminate both as to the
Company, as the case may be, and as to any successor corporation.

        Section 15.4. Notices. Except as otherwise expressly provided herein any
notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Debentures
to or on the Company may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: c/o First Busey
Corporation, 201 W. Main Street, Urbana, Illinois 61801, Attention: Chief
Executive Officer. Any notice, election, request or demand by the Company or any
Debentureholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.

         Section 15.5. Governing Law. This Indenture and each Debenture shall be
deemed to be a contract made under the internal laws of the State of Illinois
and for all purposes shall be construed in accordance with the laws of said
State.

        Section 15.6. Treatment of the Debentures as Debt. It is intended that
the Debentures shall be treated as indebtedness and not as equity for federal
income tax purposes. The provisions of this Indenture shall be interpreted to
further this intention. The Company (with respect to its separate books and
records), the Trustee and, by acceptance of a Debenture, each holder of a
Debenture, agree to treat the Debentures as indebtedness of the Company and not
as equity for all tax (including without limitation, federal income tax) and
financial accounting purposes.

        Section 15.7. Compliance Certificates and Opinions. (a) Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

         (b) Each certificate or opinion of the Company provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture shall include (i) a statement that the
Person making such certificate or opinion has read

                                      -46-
   53

such covenant or condition; (ii) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based; (iii) a statement that, in the opinion
of such Person, he or she has made such examination or investigation as, in the
opinion of such Person, is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (iv) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with; provided, however, that each such
certificate shall comply with the provisions of Section 314 of the Trust
Indenture Act.

        Section 15.8. Payments on Business Days. In any case where the date of
maturity of interest or principal of any Debenture or the date of redemption of
any Debenture shall not be a Business Day, then payment of interest or principal
may (subject to Section 2.5(b)) be made on the next succeeding Business Day with
the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date.

         Section 15.9. Conflict with Trust Indenture Act. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.

         Section 15.10. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

         Section 15.11. Separability. In case any one or more of the provisions
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Indenture or
of the Debentures, but this Indenture and the Debentures shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

       Section 15.12. Assignment. The Company shall have the right at all times
to assign any of its respective rights or obligations under this Indenture to a
direct or indirect wholly owned Subsidiary of the Company, provided that, in the
event of any such assignment, the Company shall remain liable for all such
obligations. Subject to the foregoing, this Indenture is binding upon and inures
to the benefit of the parties thereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

       Section 15.13. Acknowledgment of Rights; Right of Setoff. (a) The Company
acknowledges that, with respect to any Debentures held by the Trust or a trustee
of the Trust, if the Property Trustee fails to enforce its rights under this
Indenture as the holder of the Debentures held as the assets of the Trust, any
holder of Preferred Securities may institute legal proceedings directly against
the Company to enforce such Property Trustee's rights under this Indenture
without first instituting any legal proceedings against such Property Trustee or
any other person or entity. Notwithstanding the foregoing, and notwithstanding
the provisions of Section 7.4(a) hereof, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Company to
pay principal or interest on the Debentures on the date such principal or
interest

                                      -47-
   54

is otherwise payable (or in the case of redemption, on the redemption date),
the Company acknowledges that a holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such holder on
or after the respective due date specified in the Debentures.

         (b) Notwithstanding anything to the contrary contained in this
Indenture, the Company shall have the right to setoff any payment it is
otherwise required to make hereunder in respect of any Trust Securities to the
extent that the Company has previously made, or is concurrently making, a
payment to the holder of such Trust Securities under the Preferred Securities
Guarantee or in connection with a proceeding for enforcement of payment of the
principal of or interest on the Debentures directly brought by holders of any
Trust Securities.

                                   ARTICLE XVI

                         SUBORDINATION OF THE DEBENTURES

        Section 16.1. Agreement to Subordinate. The Company covenants and
agrees, and each holder of the Debentures issued hereunder by such holder's
acceptance thereof likewise covenants and agrees, that all the Debentures shall
be issued subject to the provisions of this Article XVI; and each holder of a
Debenture, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions. The payment by the Company of
the principal of and interest on all the Debentures issued hereunder shall, to
the extent and in the manner hereinafter set forth, be subordinated and junior
in right of payment to the prior payment in full of all Senior Debt,
Subordinated Debt and Additional Senior Obligations of the Company
(collectively, "Senior Indebtedness") to the extent provided herein, whether
outstanding at the date of this Indenture or thereafter incurred. No provision
of this Article XVI shall prevent the occurrence of any default or Event of
Default hereunder. In no event shall the Debentures be subordinate to the
Company's: (i) trade accounts payable, (ii) accrued liabilities arising in the
ordinary course of business, or (iii) debt to any employee of the Company.

        Section 16.2. Default on Senior Indebtedness. In the event and during
the continuation of any default by the Company in the payment of principal,
premium, interest or any other payment due on any Senior Indebtedness, or in the
event that the maturity of any Senior Indebtedness has been accelerated because
of a default, then, in either case, no payment shall be made by the Company with
respect to the principal (including redemption payments) of or interest on the
Debentures. In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
sentence of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness

                                      -48-
   55

and only the amounts specified in such notice to the Trustee shall be paid to
the holders of the Senior Indebtedness.

        Section 16.3. Liquidation; Dissolution; Bankruptcy. (a) Upon any payment
by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due upon all Senior Indebtedness shall first be
paid in full, or payment thereof provided for in money in accordance with its
terms, before any payment is made by the Company on account of the principal or
interest on the Debentures; and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the holders of the Debentures or the Trustee would be
entitled to receive from the Company, except for the provisions of this Article
XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the holders of the Debentures or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the holders of the
Debentures or to the Trustee.

         (b) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness, as the case may be,
remaining unpaid to the extent necessary to pay such Senior Indebtedness in full
in money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Indebtedness.

         (c) For purposes of this Article XVI, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XVI with respect
to the Debentures to the payment of all Senior Indebtedness, as the case may be,
that may at the time be outstanding, provided that (i) such Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment;

                                      -49-
   56

and (ii) the rights of the holders of such Senior Indebtedness are not, without
the consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article XII shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 16.3 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article XII. Nothing in Section 16.2 or in this
Section 16.3 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 9.7.

        Section 16.4. Subrogation. (a) Subject to the payment in full of all
Senior Indebtedness, the rights of the holders of the Debentures shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company, as the
case may be, applicable to such Senior Indebtedness until the principal of and
interest on the Debentures shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the holders of the
Debentures or the Trustee would be entitled except for the provisions of this
Article XVI, and no payment over pursuant to the provisions of this Article XVI
to or for the benefit of the holders of such Senior Indebtedness by holders of
the Debentures or the Trustee, shall, as between the Company, its creditors
(other than holders of Senior Indebtedness of the Company), and the holders of
the Debentures, be deemed to be a payment by the Company to or on account of
such Senior Indebtedness. It is understood that the provisions of this Article
XVI are and are intended solely for the purposes of defining the relative rights
of the holders of the Debentures, on the one hand, and the holders of such
Senior Indebtedness on the other hand.

         (b) Nothing contained in this Article XVI or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as between the
Company, its creditors (other than the holders of Senior Indebtedness), and the
holders of the Debentures, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Debentures the principal of and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, as the
case may be, other than the holders of Senior Indebtedness, as the case may be,
nor shall anything herein or therein prevent the Trustee or the holder of any
Debenture from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article XVI of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company, as the case may be, received upon the
exercise of any such remedy.

         (c) Upon any payment or distribution of assets of the Company referred
to in this Article XVI, the Trustee, subject to the provisions of Article IX,
and the holders of the Debentures shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to

                                      -50-
   57

the holders of the Debentures, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XVI.

        Section 16.5. The Trustee to Effectuate Subordination. Each holder of
Debentures by such holder's acceptance thereof authorizes and directs the
Trustee on such holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XVI and
appoints the Trustee such holder's attorney-in-fact for any and all such
purposes.

        Section 16.6. Notice by the Company. (a) The Company shall give prompt
written notice to a Responsible Officer of the Trustee of any fact known to the
Company that would prohibit the making of any payment of money to or by the
Trustee in respect of the Debentures pursuant to the provisions of this Article
XVI. Notwithstanding the provisions of this Article XVI or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of money to
or by the Trustee in respect of the Debentures pursuant to the provisions of
this Article XVI, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Section 9.1,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section 16.6 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Debenture), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

         (b) The Trustee, subject to the provisions of Section 9.1, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness (or
a trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XVI, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XVI, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

        Section 16.7. Rights of the Trustee; Holders of the Senior Indebtedness.
(a) The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XVI in respect

                                      -51-
   58

of any Senior Indebtedness at any time held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. The Trustee's right to
compensation and reimbursement of expenses as set forth in Section 9.7 shall not
be subject to the subordination provisions of Article XVI.

         (b) With respect to the holders of the Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XVI, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of such Senior Indebtedness and, subject
to the provisions of Section 9.1, the Trustee shall not be liable to any holder
of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other Person money or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this Article XVI or
otherwise.

        Section 16.8. Subordination May Not Be Impaired. (a) No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

         (b) Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the holders of the
Debentures, without incurring responsibility to the holders of the Debentures
and without impairing or releasing the subordination provided in this Article
XVI or the obligations hereunder of the holders of the Debentures to the holders
of such Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

                                      -52-
   59

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                       FIRST BUSEY CORPORATION

                                       By: _____________________________________
                                           Name:  Douglas C. Mills
                                           Title: Chief Executive Officer and
                                                  Chairman of the Board

ATTEST:

_______________________________

                                       WILMINGTON TRUST COMPANY, as trustee

                                       By: _____________________________________

                                           Name:  ______________________________

                                           Title: ______________________________

ATTEST:

_______________________________

                                      -53-
   60

STATE OF ILLINOIS                )
                                 ) SS
COUNTY OF CHAMPAIGN              )

         On this _____ day of ___________, 2001, before me appeared
____________________, to me personally known, who, being by me duly sworn, did
say that he is the ___________________ of First Busey Corporation, and that the
seal affixed to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors and said _____________ acknowledged said
instrument to be the free act and deed of said corporation.

         In testimony whereof I have hereunto set my hand and affixed my
official seal at my office in said county and state the day and year last above
written.
                                    ____________________________________________
                                    Notary Public

                                    My term expires:____________________________

STATE OF DELAWARE                )
                                 ) SS
COUNTY OF __________             )

         On this ____ day of _____________, 2001, before me appeared
___________________, to me personally known, who, being by me duly sworn, did
say that he is the _____________________ of Wilmington Trust Company, and that
the seal affixed to said instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors and said _____________________________,
acknowledged said instrument to be the free act and deed of said corporation.

         In testimony whereof I have hereunto set my hand and affixed my
official seal at my office in said county and commonwealth the day and year last
above written.

                                    ____________________________________________
                                    Notary Public

                                    My term expires:____________________________

                                      -54-
   61
                                    EXHIBIT A

                           (Form of Face of Debenture)

No. __________                                                     $____________

CUSIP No. _________

                             FIRST BUSEY CORPORATION

                      ____% SUBORDINATED DEBENTURE DUE 2031

         First Busey Corporation, a Nevada corporation (the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Wilmington Trust Company, as
Property Trustee for First Busey Capital Trust I, or registered assigns, the
principal sum of ________________________ ($__________) on June __, 2031 (the
"Stated Maturity"), and to pay interest on said principal sum from June __,
2001, or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on March 30, June
30, September 30 and December 30 of each year commencing September 30, 2001, at
the rate of ___% per annum until the principal hereof shall have become due and
payable, and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum compounded quarterly.
The amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest for
any partial period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on this Debenture is not a business day, then payment of
interest payable on such date shall be made on the next succeeding day that is a
business day (and without any interest or other payment in respect of any such
delay) except that, if such business day is in the next succeeding calendar
year, payment of such interest will be made on the immediately preceding
business day, in each case, with the same force and effect as if made on such
date. The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date shall, as provided in the Indenture, be paid
to the person in whose name this Debenture (or one or more Predecessor
Debentures, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment, which shall be the
close of business on the business day next preceding such Interest Payment Date
unless otherwise provided in the Indenture. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holders on such regular record date and may be paid to the Person in
whose name this Debenture (or one or more Predecessor Debentures) is registered
at the close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice thereof shall be fixed by the
Trustee for the payment of such defaulted interest, notice thereof shall be
given to the registered holders of the Debentures not less than 10 days

   62

prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
or quotation system on or in which the Debentures may be listed or quoted, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. The principal of and the interest on this Debenture shall be
payable at the office or agency of the Trustee maintained for that purpose in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such place and to such account as may be designated by the
Trustee.

         The Stated Maturity may be shortened at any time by the Company to any
date not earlier than June __, 2006, subject to the Company having received
prior approval of the Federal Reserve if then required under applicable capital
guidelines, policies or regulations of the Federal Reserve.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness (as defined in the Indenture). This
Debenture is issued subject to the provisions of the Indenture with respect
thereto. Each holder of this Debenture, by accepting the same, (a) agrees to and
shall be bound by such provisions; (b) authorizes and directs the Trustee on his
or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided; and (c) appoints the
Trustee his or her attorney-in-fact for any and all such purposes. Each holder
hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

         This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

         The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

                                      -2-
   63

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

Dated: ________________, 2001

                                       FIRST BUSEY CORPORATION

                                       By: _____________________________________
                                           Name:  Douglas C. Mills
                                           Title: Chief Executive Officer and
                                                  Chairman of the Board

ATTEST:

By:_______________________________

   Name: _________________________

   Title: ________________________

                                      -3-

   64

                     [Form of Certificate of Authentication]

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Debentures described in the within-mentioned
Indenture.

Dated:  ___________, 2001

                                            WILMINGTON TRUST COMPANY,
                                            as Trustee or Authenticating Agent

By: _______________________________         By: ________________________________
         Authorized Signatory                         Authorized Signatory

                                      -4-

   65

                         [Form of Reverse of Debenture]

                      ___% SUBORDINATED DEBENTURE DUE 2031
                                   (continued)

         This Debenture is one of the subordinated debentures of the Company
(herein sometimes referred to as the "Debentures"), all issued or to be issued
under and pursuant to an Indenture dated as of June __, 2001 (the "Indenture")
duly executed and delivered between the Company and Wilmington Trust Company, as
Trustee (the "Trustee"), to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures. The Debentures are limited in aggregate principal amount as
specified in the Indenture.

         Because of the occurrence and continuation of a Special Event (as
defined in the Indenture), in certain circumstances, this Debenture may become
due and payable at the principal amount together with any interest accrued
thereon (the "Redemption Price"). The Redemption Price shall be paid prior to
12:00 noon. Eastern Standard Time, on the date of such redemption or at such
earlier time as the Company determines. The Company shall have the right as set
forth in the Indenture to redeem this Debenture at the option of the Company,
without premium or penalty, in whole or in part at any time on or after June __,
2006 (an "Optional Redemption"), or at any time in certain circumstances upon
the occurrence of a Special Event, at a Redemption Price equal to 100% of the
principal amount hereof plus any accrued but unpaid interest hereon, to the date
of such redemption. Any redemption pursuant to this paragraph shall be made upon
not less than 30 days' nor more than 60 days' notice, at the Redemption Price.
The Redemption Price shall be paid at the time and in the manner provided
therefor in the Indenture. If the Debentures are only partially redeemed by the
Company pursuant to an Optional Redemption, the Debentures shall be redeemed pro
rata or by lot or by any other method utilized by the Trustee as described in
the Indenture. In the event of an Optional Redemption of this Debenture in part
only, a new Debenture or Debentures for the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.

         In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time Outstanding (as defined
in the Indenture), to execute supplemental indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall, except as provided in the Indenture, (i) extend
the fixed maturity of the Debentures, reduce the principal amount thereof, or
reduce the rate or extend the time of

                                       -5-
   66

payment of interest thereon without the consent of the holder of each Debenture
so affected thereby; or (ii) reduce the aforesaid percentage of the Debentures,
the holders of which are required to consent to any such supplemental indenture,
without the consent of the holder of each Debenture then Outstanding and so
affected thereby. The Indenture also contains provisions permitting the holders
of a majority in aggregate principal amount of the Debentures at the time
Outstanding, on behalf of all of the holders of the Debentures, to waive any
past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture, and its consequences,
except a default in the payment of the principal of or interest on any of the
Debentures. Any such consent or waiver by the registered holder of this
Debenture (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Debenture.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and interest on this
Debenture at the time and place and at the rate and in the money herein
prescribed.

         The Company, as further described in the Indenture, shall have the
right at any time during the term of the Debentures and from time to time to
defer payments of interest by extending the interest payment period of such
Debentures for up to 20 consecutive quarters (each, an "Extension Period"), at
the end of which period the Company shall pay all interest then accrued
(together with interest thereon at the rate specified for the Debentures to the
extent that payment of such interest is enforceable under applicable law).
Before the termination of any such Extension Period, so long as no Event of
Default shall have occurred and be continuing, the Company may further extend
such Extension Period, provided that such Extension Period together with all
such further extensions thereof shall not exceed 20 consecutive quarters, extend
beyond June __, 2031, or end on a date other than an Interest Payment Date. At
the termination of any such Extension Period and upon the payment of all
Deferred Payments then due and subject to the foregoing conditions, the Company
may commence a new Extension Period.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register (as defined in the Indenture) of the Company, upon surrender
of this Debenture for registration of transfer at the office or agency of the
Trustee accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Debentures of authorized denominations and for the same
aggregate principal amount shall be issued to the designated transferee or
transferees. No service charge shall be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

                                       -6-
   67

         Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any Paying Agent (as defined in the
Indenture) and the Debenture Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this Debenture shall be
overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the Debenture Registrar) for the purpose of receiving payment
of or on account of the principal hereof and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any Paying Agent nor
any Debenture Registrar shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

         The Debentures are issuable only in registered form without coupons in
denominations of $10 and any integral multiple thereof (or such other
denominations and any integral multiple thereof as may be deemed necessary by
the Company for the purpose of maintaining the eligibility of the Debentures for
listing on the Nasdaq National Market or any successor thereto).

         All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                      -7-
   1
                                                                     Exhibit 4.3

                              CERTIFICATE OF TRUST

                                       OF

                           FIRST BUSEY CAPITAL TRUST I

         THIS CERTIFICATE OF TRUST OF FIRST BUSEY CAPITAL TRUST I (the "Trust"),
is being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, Douglas C. Mills, Barbara J. Kuhl, and Barbara J. Jones, each an
individual, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

                    1. NAME. The name of the business trust formed hereby is
         First Busey Capital Trust I.

                    2. DELAWARE TRUSTEE. The name and business address of the
         trustee of the Trust in the State of Delaware is Wilmington Trust
         Company, Rodney Square North, 1100 North Market Street, Wilmington,
         Delaware 19890-0001, Attention: Corporate Trust Administration.

                    3. EFFECTIVE DATE. This Certificate of Trust shall be
         effective on May 15, 2001.

   2

         IN WITNESS WHEREOF, each of the undersigned, being a trustee of the
Trust, has executed this Certificate of Trust in accordance with Section 3811(a)
of the Act.

                                    WILMINGTON TRUST COMPANY, as Trustee

                                    By /s/ Kathleen A. Pedelini

                                       Name: Kathleen A. Pedelini
                                             ----------------------------------

                                       Title: Administrative Account Manager
                                              ---------------------------------

                                             /s/ Douglas C. Mills
                                    -------------------------------------------
                                    Douglas C. Mills, as Administrative Trustee

                                             /s/ Barbara J. Kuhl
                                    -------------------------------------------_
                                    Barbara J. Kuhl, as Administrative Trustee

                                             /s/ Barbara J. Jones
                                    -------------------------------------------
                                    Barbara J. Jones, as Administrative Trustee

                                       -2-
   1

                                                                     Exhibit 4.4

                                 TRUST AGREEMENT

         TRUST AGREEMENT, dated as of May 15, 2001 by and between First Busey
Corporation, a Nevada corporation, as "Depositor," and Wilmington Trust Company,
a Delaware banking corporation, as "Trustee."

           Section 1. The Trust. The trust created hereby shall be known as
First Busey Capital Trust I (the "Trust"), in which name the Trustee, or the
Depositor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

           Section 2. The Trust Estate. The Depositor hereby assigns, transfers,
conveys and sets over to the Trustee the sum of $10.00. The Trustee hereby
acknowledges receipt of such amount in trust from the Depositor, which amount
shall constitute the initial trust estate. The Trustee hereby declares that it
will hold the trust estate in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et
seq. (the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustee is hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.

           Section 3. Amended and Restated Trust Agreement. The Depositor, the
Trustee and certain other parties will enter into an amended and restated Trust
Agreement, satisfactory to each such party and substantially in the form to be
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities (as defined below) and common
securities of the Trust to be referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.

           Section 4. Certain Authorizations. The Depositor and the Trustee
hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to
file with the Securities and Exchange Commission (the "Commission") and execute,
in each case on behalf of the Trust, (a) the Registration Statement on Form S-3
(the "1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to such 1933 Act Registration Statement (including the
prospectus and exhibits contained therein), relating to the registration under
the Securities Act of 1933, as amended, of the preferred securities of the Trust
(the "Preferred Securities") and certain other securities of the Depositor and
(b) a Registration Statement on Form 8-A (including all pre-effective and
post-effective amendments thereto) relating to the registration of the Preferred
Securities of the Trust under the Securities Exchange Act of 1934, as amended;
(ii) to file with the Nasdaq National Market and execute on behalf of the Trust
a listing application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on the Nasdaq National
Market; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and

   2

other papers and documents as the Depositor, on behalf of the Trust, may deem
necessary or desirable to register the Preferred Securities under the securities
or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such Underwriting
Agreements with one or more underwriters relating to the offering of the
Preferred Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to in clauses (i),
(ii) and (iii) above is required by the rules and regulations of the Commission,
the Nasdaq National Market or state securities or "Blue Sky" laws to be executed
on behalf of the Trust by a Trustee, the Depositor and any Trustee appointed
pursuant to Section 6 hereof are hereby authorized to join in any such filing
and to execute on behalf of the Trust any and all of the foregoing.

           Section 5. Counterparts. This Trust Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

           Section 6. Trustee. The number of Trustees initially shall be one and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor, which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall be either a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
Trustee at any time. The Trustee may resign upon thirty days' prior notice to
the Depositor.

           Section 7. Governing Law. This Trust Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware (without
regard to conflicts of law of principles).

                                       -2-
   3

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.

                                       FIRST BUSEY CORPORATION as Depositor

                                       By /s/ Douglas C. Mills
                                          --------------------------------------
                                          Name:  Douglas C. Mills
                                          Title: Chief Executive Officer and
                                                 Chairman of the Board

                                      -3-
   4

                                       WILMINGTON TRUST COMPANY, as Trustee

                                       By /s/ Kathleen A. Pedelini
                                          --------------------------------------

                                          Name: Kathleen A. Pedelini
                                               ---------------------------------

                                          Title: Administrative Account Manager
                                                --------------------------------

                                   -4-

   1

                                                                     Exhibit 4.5

================================================================================

                           FIRST BUSEY CAPITAL TRUST I

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                      FIRST BUSEY CORPORATION, as Depositor

                  WILMINGTON TRUST COMPANY, as Property Trustee

                 WILMINGTON TRUST COMPANY, as Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                            Dated as of June __, 2001

================================================================================

   2

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I             DEFINED TERMS...........................................2

       Section 101.   Definitions.............................................2

ARTICLE II            ESTABLISHMENT OF THE TRUST.............................11

       Section 201.   Name11
       Section 202.   Office of the Delaware Trustee; Principal Place of
                         Business............................................11
       Section 203.   Initial Contribution of Trust Property;
                         Organizational Expenses.............................11
       Section 204.   Issuance of the Preferred Securities...................11
       Section 205.   Issuance of the Common Securities; Subscription and
                         Purchase of the Debentures..........................11
       Section 206.   Declaration of Trust...................................12
       Section 207.   Authorization to Enter into Certain Transactions.......12
       Section 208.   Assets of Trust........................................16
       Section 209.   Title to Trust Property................................16

ARTICLE III           PAYMENT ACCOUNT........................................16

       Section 301.   Payment Account........................................16

ARTICLE IV            DISTRIBUTIONS; REDEMPTION..............................16

       Section 401.   Distributions..........................................16
       Section 402.   Redemption.............................................17
       Section 403.   Subordination of the Common Securities.................19
       Section 404.   Payment Procedures.....................................20
       Section 405.   Tax Returns and Reports................................20
       Section 406.   Payment of Taxes, Duties, Etc. of the Trust............21
       Section 407.   Payments under the Indenture...........................21

ARTICLE V             THE TRUST SECURITIES CERTIFICATES......................21

       Section 501.   Initial Ownership......................................21
       Section 502.   The Trust Securities Certificates......................21
       Section 503.   Execution, Authentication and Delivery of the Trust
                         Securities Certificates.............................21
       Section 503A.  Global Preferred Security..............................22
       Section 504.   Registration of Transfer and Exchange of the
                         Preferred Securities Certificates...................23
       Section 505.   Mutilated, Destroyed, Lost or Stolen Trust
                         Securities Certificates.............................24
       Section 506.   Persons Deemed the Securityholders.....................25
       Section 507.   Access to List of the Securityholders' Names and
                         Addresses...........................................25

                                      -i-

   3

       Section 508.   Maintenance of Office or Agency........................25
       Section 509.   Appointment of the Paying Agent........................25
       Section 510.   Ownership of the Common Securities by the Depositor....26
       Section 511.   The Trust Securities Certificates......................26
       Section 512.   [Reserved].............................................26
       Section 513.   Notices................................................26
       Section 514.   Rights of the Securityholders..........................27

ARTICLE VI            ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING..........27

       Section 601.   Limitations on Voting Rights...........................27
       Section 602.   Notice of Meetings.....................................28
       Section 603.   Meetings of the Preferred Securityholders..............28
       Section 604.   Voting Rights..........................................29
       Section 605.   Proxies, Etc...........................................29
       Section 606.   Securityholder Action by Written Consent...............29
       Section 607.   Record Date for Voting and Other Purposes..............30
       Section 608.   Acts of the Securityholders............................30
       Section 609.   Inspection of Records..................................31

ARTICLE VII           REPRESENTATIONS AND WARRANTIES.........................31

       Section 701.   Representations and Warranties of the Bank and the
                         Property Trustee....................................31
       Section 702.   Representations and Warranties of the Delaware Bank
                         and the Delaware Trustee............................32
       Section 703.   Representations and Warranties of the Depositor........33

ARTICLE VIII          TRUSTEES...............................................34

       Section 801.   Certain Duties and Responsibilities....................34
       Section 802.   Certain Notices........................................35
       Section 803.   Certain Rights of the Property Trustee.................35
       Section 804.   Not Responsible for Recitals or Issuance of
                         Securities..........................................38
       Section 805.   May Hold Securities....................................38
       Section 806.   Compensation; Indemnity; Fees..........................38
       Section 807.   Corporate Property Trustee Required; Eligibility of
                         Trustees............................................39
       Section 808.   Conflicting Interests..................................39
       Section 809.   Co-Trustees and Separate Trustee.......................39
       Section 810.   Resignation and Removal; Appointment of Successor......41
       Section 811.   Acceptance of Appointment by Successor.................42
       Section 812.   Merger, Conversion, Consolidation or Succession to
                         Business............................................42
       Section 813.   Preferential Collection of Claims Against Depositor
                         or Trust............................................43
       Section 814.   Reports by the Property Trustee........................43
       Section 815.   Reports to the Property Trustee........................43
       Section 816.   Evidence of Compliance with Conditions Precedent.......43
       Section 817.   Number of Trustees.....................................43

                                      -ii-
   4

       Section 818.   Delegation of Power....................................44
       Section 819.   Voting.................................................44

ARTICLE IX            TERMINATION, LIQUIDATION AND MERGER....................44

       Section 901.   Termination upon Expiration Date.......................44
       Section 902.   Early Termination......................................44
       Section 903.   Termination............................................45
       Section 904.   Liquidation............................................45
       Section 905.   Mergers, Consolidations, Amalgamations or
                         Replacements of the Trust...........................46

ARTICLE X             MISCELLANEOUS PROVISIONS...............................48

       Section 1001.  Limitation of Rights of the Securityholders............48
       Section 1002.  Amendment..............................................48
       Section 1003.  Separability...........................................49
       Section 1004.  Governing Law..........................................49
       Section 1005.  Payments Due on Non-Business Day.......................49
       Section 1006.  Successors.............................................50
       Section 1007.  Headings...............................................50
       Section 1008.  Reports, Notices and Demands...........................50
       Section 1009.  Agreement Not to Petition..............................50
       Section 1010.  Trust Indenture Act; Conflict with Trust Indenture
                         Act.................................................51
       Section 1011.  Acceptance of Terms of the Trust Agreement, the
                         Guarantee and the Indenture.........................51

EXHIBITS

Exhibit A     Certificate of Trust
Exhibit B     Form of Common Securities Certificate
Exhibit C     Form of Expense Agreement
Exhibit D     Form of Preferred Securities Certificate
Exhibit E     Form of Certificate of Authentication

                                     -iii-
   5

                              CROSS-REFERENCE TABLE

SECTION OF                                                    SECTION OF AMENDED
TRUST INDENTURE ACT                                                 AND RESTATED
OF 1939, AS AMENDED                                              TRUST AGREEMENT
- -------------------                                           ------------------
310(a)(1)...................................................................807
310(a)(2)...................................................................807
310(a)(3)...................................................................807
310(a)(4)............................................................207(a)(ii)
310(b)......................................................................808
311(a)......................................................................813
311(b)......................................................................813
312(a)......................................................................507
312(b)......................................................................507
312(c)......................................................................507
313(a)...................................................................814(a)
313(a)(4)................................................................814(b)
313(b)...................................................................814(b)
313(c).....................................................................1008
313(d)...................................................................814(c)
314(a)......................................................................815
314(b)...........................................................Not Applicable
314(c)(1)...................................................................816
314(c)(2)...................................................................816
314(c)(3)........................................................Not Applicable
314(d)...........................................................Not Applicable
314(e).................................................................101, 816
315(a)...........................................................801(a), 803(a)
315(b)................................................................802, 1008
315(c)...................................................................801(a)
315(d).................................................................801, 803
316(a)(2)........................................................Not Applicable
316(b)...........................................................Not Applicable
316(c)......................................................................607
317(a)(1)........................................................Not Applicable
317(a)(2)........................................................Not Applicable
317(b)......................................................................509
318(a).....................................................................1010

NOTE:  This Cross-Reference Table does not constitute part of this Agreement and
       shall not affect any interpretation of any of its terms or provisions.

                                      -iv-
   6

                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of June __, 2001, among
(a) FIRST BUSEY CORPORATION, a Nevada corporation (including any successors or
assigns, the "Depositor"), (b) WILMINGTON TRUST COMPANY, a Delaware banking
corporation duly organized and existing under the laws of Delaware, as property
trustee (the "Property Trustee" and, in its separate corporate capacity and not
in its capacity as Property Trustee, the "Bank"), (c) WILMINGTON TRUST COMPANY,
a Delaware banking corporation duly organized and existing under the laws of the
State of Delaware, as Delaware trustee (the "Delaware Trustee," and, in its
separate corporate capacity and not in its capacity as Delaware Trustee, the
"Delaware Bank"), (d) Douglas C. Mills, an individual, Barbara J. Kuhl, an
individual, and Barbara J. Jones, an individual, each of whose address is c/o
First Busey Corporation, 201 West Main Street, Urbana, Illinois 61801 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"), and (e) the several Holders (as hereinafter
defined).

                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee, and Douglas C. Mills,
Barbara J. Kuhl and Barbara J. Jones, each as an Administrative Trustee, have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act (as hereinafter defined) by the entering into of
that certain Trust Agreement, dated as of May 15, 2001 (the "Original Trust
Agreement"), and by the execution and filing by the Delaware Trustee, the
Depositor and the Administrative Trustees with the Secretary of State of the
State of Delaware of the Certificate of Trust, filed on May 15, 2001, the form
of which is attached as Exhibit A; and

         WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and
the Administrative Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (a) the issuance of the Common Securities (as defined herein) by the
Trust (as defined herein) to the Depositor; (b) the issuance and sale of the
Preferred Securities (as defined herein) by the Trust pursuant to the
Underwriting Agreement (as defined herein); (c) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures (as
defined herein); and (d) the appointment of the Trustees;

         NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders (as defined herein),
hereby amends and restates the Original Trust Agreement in its entirety and
agrees as follows:

   7

                                    ARTICLE I

                                  DEFINED TERMS

         Section 101. Definitions. For all purposes of this Trust Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                   (a) the terms defined in this Article I have the meanings
         assigned to them in this Article I and include the plural as well as
         the singular;

                   (b) all other terms used herein that are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                   (c) unless the context otherwise requires, any reference to
         an "Article" or a "Section" refers to an Article or a Section, as the
         case may be, of this Trust Agreement; and

                   (d) the words "herein," "hereof" and "hereunder" and other
         words of similar import refer to this Trust Agreement as a whole and
         not to any particular Article, Section or other subdivision.

         "Act" has the meaning specified in Section 608.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debentures for such period.

         "Additional Payments" has the meaning specified in Section 1.1 of the
Indenture.

         "Administrative Trustee" means each of Douglas C. Mills, Barbara J.
Kuhl and Barbara J. Jones, solely in his or her capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his or her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

         "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating Agent" means an authenticating agent with respect to
the Preferred Securities appointed by the Property Trustee pursuant to Section
503.

                                      -2-
   8

         "Bank" has the meaning specified in the Preamble to this Trust
Agreement.

         "Bankruptcy Event" means, with respect to any Person:

                   (a) the entry of a decree or order by a court having
         jurisdiction in the premises adjudging such Person a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         liquidation or reorganization of or in respect of such Person under the
         United States Bankruptcy Code of 1978, as amended, or any other similar
         applicable federal or state law, and the continuance of any such decree
         or order unvacated and unstayed for a period of 90 days; or the
         commencement of an involuntary case under the United States Bankruptcy
         Code of 1978, as amended, in respect of such Person, which shall
         continue undismissed for a period of 90 days or entry of an order for
         relief in such case; or the entry of a decree or order of a court
         having jurisdiction in the premises for the appointment on the ground
         of insolvency or bankruptcy of a receiver, custodian, liquidator,
         trustee or assignee in bankruptcy or insolvency of such Person or of
         its property, or for the winding up or liquidation of its affairs, and
         such decree or order shall have remained in force unvacated and
         unstayed for a period of 90 days; or

                   (b) the institution by such Person of proceedings to be
         adjudicated a voluntary bankrupt, or the consent by such Person to the
         filing of a bankruptcy proceeding against it, or the filing by such
         Person of a petition or answer or consent seeking liquidation or
         reorganization under the United States Bankruptcy Code of 1978, as
         amended, or other similar applicable Federal or State law, or the
         consent by such Person to the filing of any such petition or to the
         appointment on the ground of insolvency or bankruptcy of a receiver or
         custodian or liquidator or trustee or assignee in bankruptcy or
         insolvency of such Person or of its property, or a general assignment
         by such Person for the benefit of creditors.

         "Bankruptcy Laws" has the meaning specified in Section 1009.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors or officers of the Depositor to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the appropriate Trustee.

         "Business Day" means any day other than a Saturday or Sunday or a day
on which federal or state banking institutions in the Borough of Manhattan, the
City of New York are authorized or required by law, executive order or
regulation to close, or a day on which the Corporate Trust Office of the
Property Trustee or the Corporate Trust Office of the Debenture Trustee is
closed for business.

         "Certificate Depositary Agreement" means the agreement among Depositor,
Trust and DTC, as the initial Clearing Agency, dated as of the Closing Date,
substantially in the form attached as Exhibit F as the same may be amended and
supplemented from time to time.

                                      -3-
   9

         "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

         "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. DTC shall be the initial Clearing Agency.

         "Clearing Agency Participant" means a broker, dealer, bank or other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means the date of execution and delivery of this Trust
Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit B.

         "Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $10 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

         "Company" means First Busey Corporation, a Nevada corporation and
registered bank holding company under the Bank Holding Company Act of 1956, as
amended.

         "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware, Attention: Corporate Trust
Administration.

         "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

         "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

                                      -4-
   10

         "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1
of the Indenture.

         "Debenture Trustee" means Wilmington Trust Company, a banking
corporation organized under the laws of the State of Delaware and any successor
thereto, as trustee under the Indenture.

         "Debentures" means the $20,618,560 (or $23,711,340 if the Underwriters
exercise their Option as such term is defined in the Underwriting Agreement)
aggregate principal amount of the Depositor's ___% Subordinated Debentures due
2031, issued pursuant to the Indenture.

         "Definitive Preferred Securities Certificates" means Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 511.

         "Delaware Bank" has the meaning specified in the Preamble to this Trust
Agreement.

         "Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Delaware Code Sections 3801 et seq. as it may be amended from
time to time.

         "Delaware Trustee" means the commercial bank or trust company
identified as the "Delaware Trustee" in the Preamble to this Trust Agreement
solely in its capacity as Delaware Trustee of the Trust continued hereunder and
not in its individual capacity, or its successor in interest in such capacity,
or any successor trustee appointed as herein provided.

         "Depository" means DTC or any successor thereto.

         "Depositor" has the meaning specified in the Preamble to this Trust
Agreement.

         "Distribution Date" has the meaning specified in Section 401(a).

         "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 401.

         "DTC" means The Depository Trust Company.

         "Early Termination Event" has the meaning specified in Section 902.

         "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                   (a) the occurrence of a Debenture Event of Default; or

                                      -5-
   11

                   (b) default by the Trust or the Property Trustee in the
         payment of any Distribution when it becomes due and payable, and
         continuation of such default for a period of 30 days; or

                   (c) default by the Trust or the Property Trustee in the
         payment of any Redemption Price of any Trust Security when it becomes
         due and payable; or

                   (d) default in the performance, or breach, in any material
         respect, of any covenant or warranty of the Trustees in this Trust
         Agreement (other than a covenant or warranty a default in the
         performance of which or the breach of which is dealt with in clause (b)
         or (c), above) and continuation of such default or breach for a period
         of 60 days after there has been given, by registered or certified mail,
         to the defaulting Trustee or Trustees by the Holders of at least 25% in
         aggregate Liquidation Amount of the Outstanding Preferred Securities a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                   (e) the occurrence of a Bankruptcy Event with respect to the
         Property Trustee and the failure by the Depositor to appoint a
         successor Property Trustee within 60 days thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit C, as amended from time to time.

         "Expiration Date" has the meaning specified in Section 901.

         "Extended Interest Period" has the meaning specified in Section 4.1 of
the Indenture.

         "Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Global Preferred Securities.

         "Global Preferred Security" means a Preferred Security, the ownership
and transfer of which shall be made through book entries by a Clearing Agency as
described herein.

         "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Depositor and Wilmington Trust Company, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the Preferred Securities, as amended from time to
time.

         "Indenture" means the Indenture, dated as of June __, 2001, between the
Depositor and the Debenture Trustee, as trustee, as amended or supplemented from
time to time, pertaining to the Debentures of the Depositor.

                                      -6-
   12

         "Investment Company Act" means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

         "Investment Company Event" means the receipt by the Trust and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice within a reasonable period of time
after the applicable occurrence, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under this
Trust Agreement.

         "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having an aggregate Liquidation Amount equal to the
aggregate principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture and the proceeds of which shall be used to pay the
Redemption Price of such Trust Securities; and (b) with respect to a
distribution of Debentures to Holders of Trust Securities in connection with a
termination or liquidation of the Trust, Debentures having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed. Each Debenture distributed pursuant to clause
(b) above shall carry with it accrued interest in an amount equal to the accrued
and unpaid interest then due on such Debenture.

         "Liquidation Amount" means the stated amount of $10 per Trust Security.

         "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

         "Liquidation Distribution" has the meaning specified in Section 904(d).

         "Officers' Certificate" means a certificate signed by the President and
Chief Executive Officer or a Senior Vice President and by the Treasurer or an
Assistant Treasurer or the Controller or an Assistant Controller or the
Secretary or an Assistant Secretary of the Depositor, and delivered to the
appropriate Trustee. One of the officers signing an Officers' Certificate given
pursuant to Section 816 shall be the principal executive, financial or
accounting officer of the Depositor. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Agreement shall include:

                   (a) a statement that each officer signing the Officers'
         Certificate has read the covenant or condition and the definitions
         relating thereto;

                                      -7-
   13

                   (b) a brief statement of the nature and scope of the
         examination or investigation undertaken by each officer in rendering
         the Officers' Certificate;

                   (c) a statement that each such officer has made such
         examination or investigation as, in such officer's opinion, is
         necessary to enable such officer to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

                   (d) a statement as to whether, in the opinion of each such
         officer, such condition or covenant has been complied with.

         "Opinion of Counsel" means an opinion in writing of independent outside
legal counsel, who may be counsel for the Trust, the Property Trustee, the
Delaware Trustee or the Depositor, and who shall be reasonably acceptable to the
Property Trustee.

         "Option" has the meaning specified in the Underwriting Agreement.

         "Original Trust Agreement" has the meaning specified in the Recitals to
this Trust Agreement.

         "Outstanding," when used with respect to the Preferred Securities,
means, as of the date of determination, all of the Preferred Securities
theretofore executed and delivered under this Trust Agreement, except:

                   (a) the Preferred Securities theretofore canceled by the
         Property Trustee or delivered to the Property Trustee for cancellation;

                   (b) the Preferred Securities for whose payment or redemption
         money in the necessary amount has been theretofore deposited with the
         Property Trustee or any Paying Agent for the Holders of such Preferred
         Securities; provided that, if such Preferred Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Trust Agreement; and

                   (c) the Preferred Securities which have been paid or in
         exchange for or in lieu of which other Preferred Securities have been
         executed and delivered pursuant to Sections 504, 505, 511 and 514;
         provided, however, that in determining whether the Holders of the
         requisite Liquidation Amount of the Outstanding Preferred Securities
         have given any request, demand, authorization, direction, notice,
         consent or waiver hereunder, the Preferred Securities owned by the
         Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
         shall be disregarded and deemed not to be Outstanding, except that (i)
         in determining whether any Trustee shall be protected in relying upon
         any such request, demand, authorization, direction, notice, consent or
         waiver, only the Preferred Securities that such Trustee knows to be so
         owned shall be so disregarded; and (ii) the foregoing shall not apply
         at any time when all of the Outstanding Preferred Securities are owned
         by the Depositor, one or more of the Trustees and/or any such
         Affiliate. The Preferred Securities so owned which have been pledged in
         good faith may be regarded as

                                      -8-
   14

         Outstanding if the pledgee establishes to the satisfaction of the
         Administrative Trustees the pledgee's right so to act with respect to
         such Preferred Securities and the pledgee is not the Depositor or any
         other Obligor upon the Preferred Securities or a Person directly or
         indirectly controlling or controlled by or under direct or indirect
         common control with the Depositor or any Affiliate of the Depositor.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 509 and shall initially be the Bank.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures shall be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 401 and
402.

         "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

         "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
D.

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $10 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee," in the Preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

         "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

         "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, paid by the Depositor upon the concurrent
redemption of a Like Amount of Debentures, allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities.

         "Relevant Trustee" shall have the meaning specified in Section 810.

                                      -9-
   15

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 504.

         "Securityholder" or "Holder" means a Person in whose name a Trust
Security is or Trust Securities are registered in the Securities Register; any
such Person is a beneficial owner within the meaning of the Delaware Business
Trust Act.

         "Trust" means the Delaware business trust created and continued hereby
and identified on the cover page to this Trust Agreement.

         "Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939, as
amended, is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

         "Trust Property" means (a) the Debentures; (b) the rights of the
Property Trustee under the Guarantee; (c) any cash on deposit in, or owing to,
the Payment Account; and (d) all proceeds and rights in respect of the foregoing
and any other property and assets for the time being held or deemed to be held
by the Property Trustee pursuant to this Trust Agreement.

         "Trust Security" means any one of the Common Securities or the
Preferred Securities.

         "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

         "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
June __, 2001, among the Trust, the Depositor, Howe Barnes Investments, Inc. and
Stephens Inc., as representatives of the several Underwriters named therein, and
the Underwriters named therein.

         "Underwriters" shall have the meaning specified in the Underwriting
Agreement.

                                      -10-
   16

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

         Section 201. Name. The Trust continued hereby shall be known as "First
Busey Capital Trust I," as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may engage in the
transactions contemplated hereby, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

         Section 202. Office of the Delaware Trustee; Principal Place of
Business. The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o First Busey Corporation, 201 West
Main Street, Urbana, Illinois 61801, Attention: Chief Executive Officer.

         Section 203. Initial Contribution of Trust Property; Organizational
Expenses. The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

         Section 204. Issuance of the Preferred Securities. On June __, 2001,
the Depositor, on behalf of the Trust and pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement. Contemporaneously
with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 502,
and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto, in an
aggregate amount of 2,000,000 Preferred Securities having an aggregate
Liquidation Amount of $20,000,000 against receipt of the aggregate purchase
price of such Preferred Securities of $20,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee. If the
Underwriters exercise their Option and there is an Option Closing Date (as such
term is defined in the Underwriting Agreement), then an Administrative Trustee,
on behalf of the Trust, shall execute in accordance with Section 502, and
deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto in an
aggregate amount of up to 300,000 Preferred Securities having an aggregate
Liquidation Amount of up to $3,000,000 against receipt of the aggregate purchase
price of such Preferred Securities of up to $3,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

         Section 205. Issuance of the Common Securities; Subscription and
Purchase of the Debentures. (a) Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502

                                      -11-
   17

and deliver to the Depositor, Common Securities Certificates, registered in the
name of the Depositor, in an aggregate amount of 61,856 Common Securities having
an aggregate Liquidation Amount of $618,560 against payment by the Depositor of
such amount. Contemporaneously therewith, an Administrative Trustee, on behalf
of the Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $20,618,560, and, in satisfaction of the
purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the sum of $20,618,560.

         (b) If the Underwriters exercise the Option and there is an Option
Closing Date, then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
additional aggregate amount of up to 9,278 Common Securities having an aggregate
Liquidation Amount of up to $92,780 against payment by the Depositor of an
amount equal to the product of $10 multiplied by the number of additional Common
Securities purchased by Depositor. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor, additional Debentures, registered in the name of the
Property Trustee on behalf of the Trust and having an aggregate principal amount
of up to $3,092,780, and, in satisfaction of the purchase price of such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor up to $3,092,780, such aggregate amount to be equal to the sum of the
amounts received from the Depositor pursuant to the first sentence of this
Section 205(b) and from one of the Administrative Trustees pursuant to the last
sentence of Section 204.

         Section 206. Declaration of Trust. The exclusive purposes and functions
of the Trust are (a) to issue and sell Trust Securities and use the proceeds
from such sale to acquire the Debentures; and (b) to engage in those activities
necessary, advisable or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

         Section 207. Authorization to Enter into Certain Transactions. (a) The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (b) of
this Section 207 and Article VIII, and in accordance with the following
provisions (i) and (ii), the Administrative Trustees shall have the authority to
enter into all transactions and agreements determined by the Administrative
Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Administrative Trustees under this Trust Agreement, and
to perform all acts in furtherance thereof, including without limitation, the
following:

                                      -12-
   18

                   (i) As among the Trustees, each Administrative Trustee,
         acting singly or jointly, shall have the power and authority to act on
         behalf of the Trust with respect to the following matters:

                            (A) the issuance and sale of the Trust Securities
                  and the compliance with the Underwriting Agreement in
                  connection therewith;

                            (B) to cause the Trust to enter into, and to
                  execute, deliver and perform on behalf of the Trust, the
                  Expense Agreement and such other agreements or documents as
                  may be necessary or desirable in connection with the purposes
                  and function of the Trust;

                            (C) assisting in the registration of the Preferred
                  Securities under the Securities Act of 1933, as amended, and
                  under state securities or blue sky laws, and the qualification
                  of this Trust Agreement as a trust indenture under the Trust
                  Indenture Act;

                            (D) assisting in the listing of the Preferred
                  Securities upon the Nasdaq National Market or such securities
                  exchange or exchanges as shall be determined by the Depositor
                  and the registration of the Preferred Securities under the
                  Exchange Act, and the preparation and filing of all periodic
                  and other reports and other documents pursuant to the
                  foregoing;

                            (E) the sending of notices (other than notices of
                  default) and other information regarding the Trust Securities
                  and the Debentures to the Securityholders in accordance with
                  this Trust Agreement;

                            (F) the appointment of a Paying Agent,
                  Authenticating Agent and Securities Registrar in accordance
                  with this Trust Agreement;

                            (G) to the extent provided in this Trust Agreement,
                  the winding up of the affairs of and liquidation of the Trust
                  and the preparation, execution and filing of the certificate
                  of cancellation with the Secretary of State of the State of
                  Delaware;

                            (H) the taking of all action that may be necessary
                  or appropriate for the preservation and the continuation of
                  the Trust's valid existence, rights, franchises and privileges
                  as a statutory business trust under the laws of the State of
                  Delaware and of each other jurisdiction in which such
                  existence is necessary to protect the limited liability of the
                  Holders of the Preferred Securities or to enable the Trust to
                  effect the purposes for which the Trust was created; and

                            (I) the taking of any action incidental to the
                  foregoing as the Administrative Trustees may from time to time
                  determine is necessary or advisable to give effect to the
                  terms of this Trust Agreement for the benefit of the

                                      -13-
   19

                  Securityholders (without consideration of the effect of any
                  such action on any particular Securityholder).

                  (ii) As among the Trustees, the Property Trustee shall have
         the power, duty and authority to act on behalf of the Trust with
         respect to the following matters:

                            (A) the establishment of the Payment Account;

                            (B) the receipt of the Debentures;

                            (C) the collection of interest, principal and any
                  other payments made in respect of the Debentures in the
                  Payment Account;

                            (D) the distribution of amounts owed to the
                  Securityholders in respect of the Trust Securities in
                  accordance with the terms of this Trust Agreement;

                            (E) the exercise of all of the rights, powers and
                  privileges of a holder of the Debentures;

                            (F) the sending of notices of default and other
                  information regarding the Trust Securities and the Debentures
                  to the Securityholders in accordance with this Trust
                  Agreement;

                            (G) the distribution of the Trust Property in
                  accordance with the terms of this Trust Agreement;

                            (H) to the extent provided in this Trust Agreement,
                  the winding up of the affairs of and liquidation of the Trust;

                            (I) after an Event of Default, the taking of any
                  action incidental to the foregoing as the Property Trustee may
                  from time to time determine is necessary or advisable to give
                  effect to the terms of this Trust Agreement and protect and
                  conserve the Trust Property for the benefit of the
                  Securityholders (without consideration of the effect of any
                  such action on any particular Securityholder);

                            (J) registering transfers of the Trust Securities in
                  accordance with this Trust Agreement; and

                            (K) except as otherwise provided in this Section
                  207(a)(ii), the Property Trustee shall have none of the
                  duties, liabilities, powers or the authority of the
                  Administrative Trustees set forth in Section 207(a)(i).

         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement;

                                      -14-
   20

(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
dispose of any of the Trust Property or interests therein, including to
Securityholders, except as expressly provided herein; (iii) take any action that
would cause the Trust to fail or cease to qualify as a "grantor trust" for
United States federal income tax purposes; (iv) incur any indebtedness for
borrowed money or issue any other debt; or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.

         (c) In connection with the issue and sale of the Preferred Securities,
the Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

                   (i) the preparation and filing by the Trust with the
         Commission and the execution on behalf of the Trust of a registration
         statement on the appropriate form in relation to the Preferred
         Securities, the Debentures, and the Guarantee including any amendments
         thereto;

                  (ii) the determination of the states in which to take
         appropriate action to qualify or register for sale all or part of the
         Preferred Securities and to do any and all such acts, other than
         actions which must be taken by or on behalf of the Trust, and advise
         the Trustees of actions they must take on behalf of the Trust, and
         prepare for execution and filing any documents to be executed and filed
         by the Trust or on behalf of the Trust, as the Depositor deems
         necessary or advisable in order to comply with the applicable laws of
         any such states;

                 (iii) the preparation for filing by the Trust and execution on
         behalf of the Trust of an application to the American Stock Exchange or
         a national stock exchange or other organization for listing or
         quotation upon notice of issuance of any Preferred Securities and to
         file or cause an Administrative Trustee to file thereafter with such
         exchange or organization such notifications and documents as may be
         necessary from time to time;

                  (iv) the preparation for filing by the Trust with the
         Commission and the execution on behalf of the Trust of a registration
         statement on Form 8-A relating to the registration of the Preferred
         Securities under Section 12(b) or 12(g) of the Exchange Act, including
         any amendments thereto;

                   (v) the negotiation of the terms of, and the execution and
         delivery of, the Underwriting Agreement providing for the sale of the
         Preferred Securities; and

                   (vi) the taking of any other actions necessary or desirable
         to carry out any of the foregoing activities.

         (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the

                                      -15-
   21

Trust shall not be deemed to be an "investment company" required to be
registered under the Investment Company Act, shall be classified as a "grantor
trust" and not as an association taxable as a corporation for United States
federal income tax purposes and so that the Debentures shall be treated as
indebtedness of the Depositor for United States federal income tax purposes. In
this connection, subject to Section 1002, the Depositor and the Administrative
Trustees are authorized to take any action and the Administrative Trustees are
authorized to direct the Property Trustee in writing to take any action, not
inconsistent with applicable law or this Trust Agreement, that each of the
Depositor and the Administrative Trustees determines in their discretion to be
necessary or desirable for such purposes but in no event shall the Depositor,
Administrative Trustee, or Property Trustee have the power to take any action,
permit any action to be taken, or refrain to act in such a manner, that could
cause the Trust to not be treated as a grantor trust for federal income tax
purposes. The Property Trustee shall take any action so directed by one or more
of the Administrative Trustees.

         Section 208. Assets of Trust. The assets of the Trust shall consist of
the Trust Property.

         Section 209. Title to Trust Property. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders in accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

         Section 301. Payment Account. (a) On or prior to the Closing Date, the
Property Trustee shall establish the Payment Account. The Property Trustee and
any agent of the Property Trustee shall have exclusive control and sole right of
withdrawal with respect to the Payment Account for the purpose of making
deposits and withdrawals from the Payment Account in accordance with this Trust
Agreement. All monies and other property deposited or held from time to time in
the Payment Account shall be held by the Property Trustee in the Payment Account
for the exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

         (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

         Section 401. Distributions. (a) Distributions on the Trust Securities
shall be cumulative, and shall accumulate whether or not there are funds of the
Trust available for the payment of

                                      -16-
   22

Distributions. Distributions shall accumulate from the date of issuance of the
Trust Securities, and, except during any Extended Interest Period with respect
to the Debentures, shall be payable quarterly in arrears on March 30, June 30,
September 30 and December 30 of each year, commencing on September 30, 2001. If
any date on which a Distribution is otherwise payable on the Trust Securities is
not a Business Day, then the payment of such Distribution shall be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction in interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as if made on such date (each date on which distributions are payable
in accordance with this Section 401(a), a "Distribution Date").

         (b) The Trust Securities represent undivided beneficial interests in
the Trust Property. Distributions on the Trust Securities shall be payable at a
rate of ___% per annum of the Liquidation Amount of the Trust Securities. The
amount of Distributions payable for any full period shall be computed on the
basis of a 360-day year of twelve 30-day months. The amount of Distributions for
any partial period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve 30-day months. During any Extended Interest Period
with respect to the Debentures, Distributions on the Preferred Securities shall
be deferred for a period equal to the Extended Interest Period. The amount of
Distributions payable for any period shall include the Additional Amounts, if
any.

         (c) Distributions on the Trust Securities shall be made by the Property
Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand and
immediately available by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

         (d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be the 15th day of March, June, September or December for Distributions
payable on the last calendar day of the respective month; provided, however,
that for any Trust Securities held in global form, Distributions shall be
payable to the Holder thereof as of one Business Day immediately preceding the
Distribution Date.

         Section 402. Redemption. (a) Only on each Debenture Redemption Date and
at maturity of the Debentures shall the Trust be required to redeem a Like
Amount of Trust Securities at the Redemption Price.

         (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Securities Register. The Property
Trustee shall have no responsibility for the accuracy of any CUSIP number
contained in such notice. All notices of redemption shall state:

                   (i) the Redemption Date;

                                      -17-
   23

                  (ii) the Redemption Price;

                 (iii) the CUSIP number;

                  (iv) if less than all the Outstanding Trust Securities are to
         be redeemed, the identification and the aggregate Liquidation Amount of
         the particular Trust Securities to be redeemed;

                   (v) that, on the Redemption Date, the Redemption Price shall
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions thereon shall cease to accumulate on and after said
         date, except as provided in Section 402(d); and

                  (vi) the place or places at which Trust Securities are to be
         surrendered for the payment of the Redemption Price.

         (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of the Debentures. Redemptions of the Trust Securities shall be made
and the Redemption Price shall be payable on each Redemption Date only to the
extent that the Trust has immediately available funds then on hand and available
in the Payment Account for the payment of such Redemption Price.

         (d) If the Property Trustee gives a notice of redemption in respect of
any Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 402(c), the Property Trustee, subject to
Section 402(c), shall, with respect to Preferred Securities held in global form,
deposit with the Clearing Agency for such Preferred Securities, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Trust Securities that are not held in global form, the Property Trustee, subject
to Section 402(c), shall deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof
upon surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, (i) all rights of Securityholders holding Trust
Securities so called for redemption shall cease, except the right of such
Securityholders to receive the Redemption Price, but without interest, (ii) such
Trust Securities shall cease to be Outstanding, (iii) the Clearing Agency for
the Preferred Securities or its nominee, as the registered Holder of the Global
Preferred Securities Certificate, shall receive a registered global certificate
or certificates representing the Debentures to be delivered upon such
distribution with respect to Preferred Securities held by the Clearing Agency or
its nominee, and (iv) any Trust Securities Certificates not held by the Clearing
Agency for the Preferred Securities or its nominee as specified in clause (iii)
above will be deemed to represent Debentures having a principal amount equal to
the stated Liquidation

                                      -18-
   24

Amount of the Trust Securities represented thereby and bearing accrued and
unpaid interest in an amount equal to the accumulated and unpaid Distributions
on such Trust Securities until such certificates are presented to the Securities
Registrar for transfer or reissuance. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (and without any reduction of interest or any other payment in respect of
any such acceleration), in each case with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities shall continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date shall be the date fixed for redemption for
purposes of calculating the Redemption Price.

         (e) Payment of the Redemption Price on the Trust Securities shall be
made to the record holders thereof as they appear on the Securities Register for
the Trust Securities on the relevant record date, which shall be the date 15
days prior to the relevant Redemption Date.

         (f) Subject to Section 403(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities not previously called
for redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to such Liquidation Amount or an
integral multiple of such Liquidation Amount in excess thereof) of the
Liquidation Amount of the Preferred Securities of a denomination larger than
such Liquidation Amount; provided, however, that in the event the redemption
relates only to Preferred Securities purchased and held by the Depositor being
redeemed in exchange for a Like Amount of Debentures, the Property Trustee shall
select those particular Preferred Securities for redemption. The Property
Trustee shall promptly notify the Securities Registrar in writing of the
Preferred Securities selected for redemption and, in the case of any Preferred
Securities selected for partial redemption, the Liquidation Amount thereof to be
redeemed. For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of the Preferred Securities
shall relate, in the case of any Preferred Securities redeemed or to be redeemed
only in part, to the portion of the Liquidation Amount of the Preferred
Securities which has been or is to be redeemed.

         Section 403. Subordination of the Common Securities. (a) Payment of
Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made, subject
to Section 402(f), pro rata among the Common Securities and the Preferred
Securities based on the Liquidation Amount of the Trust Securities;

                                      -19-
   25

provided, however, that if on any Distribution Date or Redemption Date any Event
of Default resulting from a Debenture Event of Default shall have occurred and
be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of the
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price the full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including Additional
Amounts, if applicable) on, or the Redemption Price of, the Preferred Securities
then due and payable.

         (b) In the case of the occurrence of any Event of Default resulting
from a Debenture Event of Default, the Holder of the Common Securities shall be
deemed to have waived any right to act with respect to any such Event of Default
under this Trust Agreement until the effect of all such Events of Default with
respect to the Preferred Securities shall have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Preferred Securities shall have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
Holders of the Preferred Securities and not the Holder of the Common Securities,
and only the Holders of the Preferred Securities shall have the right to direct
the Property Trustee to act on their behalf.

         Section 404. Payment Procedures. Payments of Distributions (including
Additional Amounts, if applicable) in respect of the Preferred Securities shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the Preferred Securities
are held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds, which will credit the relevant accounts
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder.

         Section 405. Tax Returns and Reports. The Administrative Trustees shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and
filed) the appropriate Internal Revenue Service forms required to be filed in
respect of the Trust in each taxable year of the Trust; and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service forms required to be furnished to such
Securityholder or the information required to be provided on such forms. The
Administrative Trustees shall provide the Depositor with a copy of all such
returns and reports promptly after such filing or furnishing. The Property
Trustee shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to the Securityholders under the Trust Securities and the
Securityholders shall provide any information required by the Property Trustee
in connection with such requirements.

                                      -20-
   26

         Section 406. Payment of Taxes, Duties, Etc. of the Trust. Upon receipt
under the Debentures of Additional Payments, the Property Trustee, at the
direction of an Administrative Trustee or the Depositor, shall promptly pay any
taxes, duties or governmental charges of whatsoever nature (other than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority.

         Section 407. Payments under the Indenture. Any amount payable hereunder
to any Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received under the Indenture
pursuant to Section 514(b) or (c) hereof.

                                    ARTICLE V

                        THE TRUST SECURITIES CERTIFICATES

         Section 501. Initial Ownership. Upon the creation of the Trust and the
contribution by the Depositor pursuant to Section 203 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
Outstanding, the Depositor shall be the sole beneficial owner of the Trust.

         Section 502. The Trust Securities Certificates. The Preferred
Securities Certificates shall be issued in minimum denominations of the
Liquidation Amount and integral multiples of such Liquidation Amount in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of the Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. The Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511
and 514.

         Section 503. Execution, Authentication and Delivery of the Trust
Securities Certificates. (a) On the Closing Date and, if applicable, the Option
Closing Date, as such term is defined in the Underwriting Agreement, the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in Sections 204 and 205, to be executed
on behalf of the Trust by the manual or facsimile signature of at least one of
the Administrative Trustees and delivered to or upon the written order of the
Depositor, signed by its Chief Executive Officer, President, any Senior Vice
President, the Treasurer or any Assistant Treasurer without further corporate
action by the Depositor, in authorized denominations.

         (b) A Preferred Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee in substantially the form of

                                      -21-
   27

Exhibit E hereto. The signature shall be conclusive evidence that the Preferred
Securities Certificate has been authenticated under this Trust Agreement. Each
Preferred Security Certificate shall be dated the date of its authentication.

         (c) Upon the written order of the Trust signed by one of the
Administrative Trustees, the Property Trustee shall authenticate and make
available for delivery the Preferred Securities Certificates.

         (d) The Property Trustee may appoint an Authenticating Agent acceptable
to the Trust to authenticate the Preferred Securities. An Authenticating Agent
may authenticate the Preferred Securities whenever the Property Trustee may do
so. Each reference in this Trust Agreement to authentication by the Property
Trustee includes authentication by such agent. An Authenticating Agent has the
same rights as the Property Trustee to deal with the Depositor or the Trust.

        Section 503A. Global Preferred Security. (a) Any Global Preferred
Security issued under this Trust Agreement shall be registered in the name of
the nominee of the Clearing Agency and delivered to such custodian therefor, and
such Global Preferred Security shall constitute a single Preferred Security for
all purposes of this Trust Agreement.

         (b) Notwithstanding any other provision in this Trust Agreement, no
Global Preferred Security may be exchanged for Preferred Securities registered
in the names of persons other than the Depositary or its nominee unless (i) the
Depositary notifies the Administrative Trustees and Property Trustee in writing
that it is unwilling or unable to continue as a depositary for such Global
Preferred Securities and the Depositor is unable to locate a qualified successor
depositary, (ii) the Depositor executes and delivers to the Administrative
Trustees and Property Trustee a written order stating that it elects to
terminate the book-entry system through the Depositary or (iii) there shall have
occurred and be continuing a Debenture Event of Default.

         (c) If a Preferred Security is to be exchanged in whole or in part for
a beneficial interest in a Global Preferred Security, then either (i) such
Global Preferred Security shall be so surrendered for exchange or cancellation
as provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the Liquidation Amount of such other
Preferred Securities to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Preferred Security (the
"Applicable Procedures"), shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
execute and the Property Trustee shall, subject to Section 504(b) and as
otherwise provided in this Article V, authenticate and deliver any Preferred
Securities issuable in exchange for such Global Preferred Security (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

                                      -22-
   28

         (d) Every Preferred Security executed, authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
otherwise, shall be executed, authenticated and delivered in the form of, and
shall be, a Global Preferred Security, unless such Global Preferred Security is
registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

         (e) The Clearing Agency or its nominee, as the registered owner of a
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by such Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and owners of beneficial
interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not
be entitled to receive physical delivery of any such Preferred Securities in
definitive form and shall not be considered the Holders thereof under this Trust
Agreement. Accordingly, any such owner's beneficial interest in the Global
Preferred Securities shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the
Depositor shall have any liability in respect of any transfers effected by the
Clearing Agency.

         (f) The rights of owners of beneficial interests in a Global Preferred
Security shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such owners and the
Clearing Agency.

         Section 504. Registration of Transfer and Exchange of the Preferred
Securities Certificates. (a) The Depositor shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 508, a register or registers
for the purpose of registering the Trust Securities Certificates and, subject to
the provisions of Section 503A, transfers and exchanges of the Preferred
Securities Certificates (herein referred to as the "Securities Register") in
which the registrar designated by the Depositor (the "Securities Registrar"),
subject to such reasonable regulations as it may prescribe, shall provide for
the registration of the Preferred Securities Certificates and the Common
Securities Certificates (subject to Section 510 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of the
Preferred Securities Certificates as herein provided. The Property Trustee shall
be the initial Securities Registrar.

         (b) Subject to the provisions of Section 503A, only upon surrender for
registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 508 shall the Administrative Trustees
or any one of them execute and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of execution
by the manual or facsimile signature of such Administrative Trustee or Trustees.
The Securities Registrar shall not be required to register the transfer of any
of the Preferred Securities that have been called for redemption. At the option
of a Holder, the Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of

                                      -23-
   29

the Preferred Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 508.

         (c) Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange, subject to the provisions of Section 503A,
shall be accompanied by a written instrument of transfer in form satisfactory to
the Property Trustee and the Securities Registrar duly executed by the Holder or
his attorney duly authorized in writing. Each Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Property Trustee in accordance with its
customary practice. The Trust shall not be required to (i) issue, register the
transfer of, or exchange any of the Preferred Securities during a period
beginning at the opening of business 15 calendar days before the date of mailing
of a notice of redemption of any of the Preferred Securities called for
redemption and ending at the close of business on the day of such mailing; or
(ii) register the transfer of or exchange any of the Preferred Securities so
selected for redemption, in whole or in part, except the unredeemed portion of
any such Preferred Securities being redeemed in part.

         (d) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, subject to the provisions of
Section 503A, but the Securities Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Preferred Securities
Certificates.

         (e) Preferred Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this Trust Agreement.
Any transfer or purported transfer of any Preferred Security not made in
accordance with this Trust Agreement shall be null and void. A Preferred
Security that is not a Global Preferred Security may be transferred, in whole or
in part, to a Person who takes delivery in the form of another Preferred
Security that is not a Global Preferred Security as provided in Section 504(a).
A beneficial interest in a Global Preferred Security may be exchanged for a
Preferred Security that is not a Global Preferred Security only as provided in
Section 503A.

         Section 505. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate; and (b) there shall be delivered to the Securities
Registrar, the Property Trustee and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Trust Securities Certificate shall have been
acquired by a bona fide purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust shall execute and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class, tenor
and denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section 505, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section 505
shall constitute conclusive evidence of an undivided beneficial interest in the
assets of the Trust, as if originally

                                      -24-
   30

issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

         Section 506. Persons Deemed the Securityholders. The Trustees, the
Paying Agent and the Securities Registrar shall treat the Person in whose name
any Trust Securities Certificate shall be registered in the Securities Register
as the owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

         Section 507. Access to List of the Securityholders' Names and
Addresses. At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee (a) within five Business Days
of March 15, June 15, September 15 and December 15 in each year, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of the Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

         Section 508. Maintenance of Office or Agency. The Administrative
Trustees shall maintain in a location or locations designated by the
Administrative Trustees, an office or offices or agency or agencies where the
Preferred Securities Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served. The Administrative
Trustees initially designate the Corporate Trust Office of the Property Trustee,
Wilmington Trust Company, as the principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

         Section 509. Appointment of the Paying Agent. The Paying Agent shall
initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. The Paying Agent shall make Distributions to the Securityholders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any

                                      -25-
   31

material respect. Any Person acting as Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) that is acceptable to the
Property Trustee and the Depositor to act as the Paying Agent. The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent shall hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and, upon removal of a Paying Agent, such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 801, 803 and 806 shall apply to the Property Trustee also in its
role as the Paying Agent, for so long as the Property Trustee shall act as
Paying Agent and, to the extent applicable, to any other Paying Agent appointed
hereunder. Any reference in this Trust Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

         Section 510. Ownership of the Common Securities by the Depositor. On
the Closing Date, the Depositor shall acquire and retain beneficial and record
ownership of the Common Securities. To the fullest extent permitted by law, any
attempted transfer of the Common Securities (other than a transfer in connection
with a merger or consolidation of the Depositor into another corporation
pursuant to Section 12.1 of the Indenture) shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE."

         Section 511. The Trust Securities Certificates. (a) The Preferred
Securities Certificates shall be issued in the form of one or more fully
registered Global Preferred Securities Certificates which will be deposited with
or on behalf of the Clearing Agency and registered in the name of the Clearing
Agency's nominee. Unless and until it is exchangeable in whole or in part for
the Preferred Securities in definitive form, a global security may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency or by the Clearing Agency or any such
nominee to a successor of such Clearing Agency or a nominee of such successor.

         (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

         Section 512. [Reserved].

         Section 513. Notices. To the extent that a notice or other
communication to the Holders is required under this Trust Agreement, for so long
as Preferred Securities are represented by a Global Preferred Securities
Certificate, the Trustees shall give all such notices and

                                      -26-
   32

communications specified herein to be given to the Clearing Agency, and shall
have no obligation to provide notice to the owners of the beneficial interest in
the Global Preferred Securities.

         Section 514. Rights of the Securityholders. (a) The legal title to the
Trust Property is vested exclusively in the Property Trustee (in its capacity as
such) in accordance with Section 209, and the Securityholders shall not have any
right or title therein other than the undivided beneficial interest in the
assets of the Trust conferred by their Trust Securities and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or similar rights. When
issued and delivered to Holders of the Preferred Securities against payment of
the purchase price therefor, the Preferred Securities shall be fully paid and
nonassessable interests in the Trust. The Holders of the Preferred Securities,
in their capacities as such, shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

         (b) For so long as any of the Preferred Securities remain Outstanding,
if, upon a Debenture Event of Default, the Debenture Trustee fails or the
holders of not less than 25% in principal amount of the outstanding Debentures
fail to declare the principal of all of the Debentures to be immediately due and
payable, the Holders of at least 25% in Liquidation Amount of the Preferred
Securities then Outstanding shall have such right by a notice in writing to the
Depositor and the Debenture Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Debentures shall
become immediately due and payable, provided that the payment of principal and
interest on such Debentures shall remain subordinated to the extent provided in
the Indenture.

         (c) For so long as any of the Preferred Securities remain Outstanding,
upon a Debenture Event of Default arising from the failure to pay interest or
principal on the Debentures, the Holders of any of the Preferred Securities then
Outstanding shall, to the fullest extent permitted by law, have the right to
directly institute proceedings for enforcement of payment to such Holders of
principal of or interest on the Debentures having a principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holders.

                                   ARTICLE VI

                  ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING

         Section 601. Limitations on Voting Rights. (a) Except as provided in
this Section 601, in Sections 514, 810 and 1002 and in the Indenture and as
otherwise set forth in the Guarantee or required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto; nor shall anything herein set forth, or contained in the terms
of the Trust

                                      -27-
   33

Securities Certificates, be construed so as to constitute the Securityholders
from time to time as partners or members of an association.

         (b) So long as any Debentures are held by the Property Trustee, on
behalf of the Trust, the Trustees shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or executing any trust or power conferred on the Debenture Trustee with
respect to such Debentures; (ii) waive any past default which is waivable under
Article VII of the Indenture; (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable;
or (iv) consent to any amendment, modification or termination of the Indenture
or the Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a majority in
Liquidation Amount of all the Outstanding Trust Securities; provided, however,
that where a consent under the Indenture would require the consent of each
holder of outstanding Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior written consent of each Holder
of the Trust Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Outstanding Trust
Securities, except when authorized by a subsequent vote of the Holders of the
Outstanding Trust Securities. The Property Trustee shall notify each Holder of
the Outstanding Preferred Securities of any notice of default received from the
Debenture Trustee with respect to the Debentures. In addition to obtaining the
foregoing approvals of the Holders of the Trust Securities, prior to taking any
of the foregoing actions, the Trustees shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that the
Trust shall continue to be classified as a grantor trust and not as an
association taxable as a corporation for United States federal income tax
purposes on account of such action.

         (c) If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Holders of the Preferred Securities, whether by way of amendment to the Trust
Agreement or otherwise; or (ii) the dissolution, winding-up or termination of
the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of the Outstanding Preferred Securities as a class shall be entitled to
vote on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
Liquidation Amount of the Outstanding Preferred Securities. No amendment to this
Trust Agreement may be made if, as a result of such amendment, the Trust would
cease to be classified as a grantor trust or would be classified as an
association taxable as a corporation for United States federal income tax
purposes.

         Section 602. Notice of Meetings. Notice of all meetings of the
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Property Trustee pursuant to Section 1008 to each
Preferred Securityholder of record, at his or her registered address, at least
15 days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

         Section 603. Meetings of the Preferred Securityholders. (a) No annual
meeting of the Securityholders is required to be held. The Administrative
Trustees, however, shall call a

                                      -28-
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meeting of the Securityholders to vote on any matter in respect of which the
Preferred Securityholders are entitled to vote upon the written request of the
Preferred Securityholders of 25% of the Outstanding Preferred Securities (based
upon their aggregate Liquidation Amount) and the Administrative Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of the
Preferred Securityholders to vote on any matters as to which the Preferred
Securityholders are entitled to vote.

         (b) The Preferred Securityholders of record of 50% of the Outstanding
Preferred Securities (based upon their aggregate Liquidation Amount), present in
person or by proxy, shall constitute a quorum at any meeting of the
Securityholders.

         (c) If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding more
than a majority of the Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Preferred Securityholders of record present,
either in person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

         Section 604. Voting Rights. The Securityholders shall be entitled to
one vote for each dollar value of Liquidation Amount represented by their Trust
Securities (with any fractional multiple thereof rounded up or down as the case
may be to the closest integral multiple) in respect of any matter as to which
such Securityholders are entitled to vote (and such dollar value shall be $10
per Preferred Security until such time, if any, as the Liquidation Amount is
changed as provided herein).

         Section 605. Proxies, Etc. At any meeting of the Securityholders, any
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy, shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only Holders shall be entitled to vote.
When Trust Securities are held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Trust Securities,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any vote
to be cast, such vote shall not be received in respect of such Trust Securities.
A proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and, the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

         Section 606. Securityholder Action by Written Consent. Any action which
may be taken by the Securityholders at a meeting may be taken without a meeting
if the Securityholders holding more than a majority of all of the Outstanding
Trust Securities (based upon their aggregate Liquidation Amount) entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to the
action in writing.

                                      -29-
   35

         Section 607. Record Date for Voting and Other Purposes. For the
purposes of determining the Securityholders who are entitled to notice of and to
vote at any meeting or by written consent, or to participate in any Distribution
on the Trust Securities in respect of which a record date is not otherwise
provided for in this Trust Agreement, or for the purpose of any other action,
the Administrative Trustees or the Property Trustee may from time to time fix a
date, not more than 90 days prior to the date of any meeting of the
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

         Section 608. Acts of the Securityholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Trust Agreement to be given, made or taken by the
Securityholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by an
agent duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Securityholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Trust Agreement and (subject
to Section 801) conclusive in favor of the Trustees, if made in the manner
provided in this Section 608.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which any Trustee receiving the
same deems sufficient.

         (c) The ownership of the Preferred Securities shall be proved by the
Securities Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Securityholder of any Trust Security shall bind every
future Securityholder of the same Trust Security and the Securityholder of every
Trust Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

         (e) Without limiting the foregoing, a Securityholder entitled hereunder
to take any action hereunder with regard to any particular Trust Security may do
so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents

                                      -30-
   36

each of which may do so pursuant to such appointment with regard to all or any
part of such Liquidation Amount.

         (f) A Securityholder may institute a legal proceeding directly against
the Depositor under the Guarantee to enforce its rights under the Guarantee
without first instituting a legal proceeding against the Guarantee Trustee (as
defined in the Guarantee), the Trust or any Person.

         Section 609. Inspection of Records. Upon reasonable notice to the
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to inspection at the principal executive office of the Trustee (as
indicated in Section 202) to Holders of the Trustee Securities during normal
business hours for any purpose reasonably related to such Securityholder's
interest as a Securityholder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         Section 701. Representations and Warranties of the Bank and the
Property Trustee. The Bank and the Property Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each successor Property Trustee at
the time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

                   (a) the Bank is a Delaware banking corporation duly
         organized, validly existing and in good standing under the laws of its
         jurisdiction of incorporation;

                   (b) the Bank has full corporate power, authority and legal
         right to execute, deliver and perform its obligations under this Trust
         Agreement and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Trust Agreement;

                   (c) this Trust Agreement has been duly authorized, executed
         and delivered by the Property Trustee and constitutes the valid and
         legally binding agreement of the Property Trustee enforceable against
         it in accordance with its terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles;

                   (d) the execution, delivery and performance by the Property
         Trustee of this Trust Agreement has been duly authorized by all
         necessary corporate or other action on the part of the Property Trustee
         and does not require any approval of stockholders of the Bank and such
         execution, delivery and performance shall not (i) violate the Bank's
         charter or by-laws; (ii) violate any provision of, or constitute, with
         or without notice or

                                      -31-
   37

         lapse of time, a default under, or result in the creation or imposition
         of, any Lien on any properties included in the Trust Property pursuant
         to the provisions of, any indenture, mortgage, credit agreement,
         license or other agreement or instrument to which the Property Trustee
         or the Bank is a party or by which it is bound; or (iii) violate any
         law, governmental rule or regulation of the United States or its
         jurisdiction of incorporation, as the case may be, governing the
         banking or trust powers of the Bank or the Property Trustee (as
         appropriate in context) or any order, judgment or decree applicable to
         the Property Trustee or the Bank;

                   (e) neither the authorization, execution or delivery by the
         Property Trustee of this Trust Agreement nor the consummation of any of
         the transactions by the Property Trustee contemplated herein requires
         the consent or approval of, the giving of notice to, the registration
         with or the taking of any other action with respect to any governmental
         authority or agency under any existing federal law governing the
         banking or trust powers of the Bank or the Property Trustee, as the
         case may be, under the laws of the United States or its jurisdiction of
         incorporation;

                   (f) there are no proceedings pending or, to the best of the
         Property Trustee's knowledge, threatened against or affecting the Bank
         or the Property Trustee in any court or before any governmental
         authority, agency or arbitration board or tribunal which, individually
         or in the aggregate, would materially and adversely affect the Trust or
         would question the right, power and authority of the Property Trustee
         to enter into or perform its obligations as one of the Trustees under
         this Trust Agreement; and

                   (g) the Property Trustee is a Person eligible pursuant to the
         Trust Indenture Act to act as such and has a combined capital and
         surplus of at least $50,000,000.

         Section 702. Representations and Warranties of the Delaware Bank and
the Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally
on behalf of and as to itself, as of the date hereof, and each successor
Delaware Trustee at the time of the successor Delaware Trustee's acceptance of
appointment as Delaware Trustee hereunder (the term "Delaware Bank" being used
to refer to such successor Delaware Trustee in its separate corporate capacity),
hereby represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

                   (a) the Delaware Bank is a Delaware banking corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware;

                   (b) the Delaware Bank has full corporate power, authority and
         legal right to execute, deliver and perform its obligations under this
         Trust Agreement and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Trust Agreement;

                   (c) this Trust Agreement has been duly authorized, executed
         and delivered by the Delaware Trustee and constitutes the valid and
         legally binding agreement of the Delaware Trustee enforceable against
         it in accordance with its terms, subject to

                                      -32-
   38

         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors, rights and to general equity principles;

                   (d) the execution, delivery and performance by the Delaware
         Trustee of this Trust Agreement has been duly authorized by all
         necessary corporate or other action on the part of the Delaware Trustee
         and does not require any approval of stockholders of the Delaware Bank
         and such execution, delivery and performance shall not (i) violate the
         Delaware Bank's charter or by-laws; (ii) violate any provision of, or
         constitute, with or without notice or lapse of time, a default under,
         or result in the creation or imposition of, any Lien on any properties
         included in the Trust Property pursuant to the provisions of, any
         indenture, mortgage, credit agreement, license or other agreement or
         instrument to which the Delaware Bank or the Delaware Trustee is a
         party or by which it is bound; or (iii) violate any law, governmental
         rule or regulation of the United States or the State of Delaware, as
         the case may be, governing the banking or trust powers of the Delaware
         Bank or the Delaware Trustee (as appropriate in context) or any order,
         judgment or decree applicable to the Delaware Bank or the Delaware
         Trustee;

                   (e) neither the authorization, execution or delivery by the
         Delaware Trustee of this Trust Agreement nor the consummation of any of
         the transactions by the Delaware Trustee contemplated herein or therein
         requires the consent or approval of, the giving of notice to, the
         registration with or the taking of any other action with respect to any
         governmental authority or agency under any existing federal law
         governing the banking or trust powers of the Delaware Bank or the
         Delaware Trustee, as the case may be, under the laws of the United
         States or the State of Delaware; and

                   (f) there are no proceedings pending or, to the best of the
         Delaware Trustee's knowledge, threatened against or affecting the
         Delaware Bank or the Delaware Trustee in any court or before any
         governmental authority, agency or arbitration board or tribunal which,
         individually or in the aggregate, would materially and adversely affect
         the Trust or would question the right, power and authority of the
         Delaware Trustee to enter into or perform its obligations as one of the
         Trustees under this Trust Agreement.

         Section 703. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants for the benefit of the Securityholders
that:

                   (a) the Trust Securities Certificates issued on the Closing
         Date or the Option Closing Date, if applicable, on behalf of the Trust
         have been duly authorized and, shall have been duly and validly
         executed, issued and delivered by the Administrative Trustees pursuant
         to the terms and provisions of, and in accordance with the requirements
         of, this Trust Agreement and the Securityholders shall be, as of such
         date, entitled to the benefits of this Trust Agreement; and

                   (b) there are no taxes, fees or other governmental charges
         payable by the Trust (or the Trustees on behalf of the Trust) under the
         laws of the State of Delaware or any political subdivision thereof in
         connection with the execution, delivery and

                                      -33-
   39

         performance by the Bank, the Property Trustee or the Delaware Trustee,
         as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                    TRUSTEES

         Section 801. Certain Duties and Responsibilities. (a) The duties and
responsibilities of the Trustees shall be as provided by this Trust Agreement
and, in the case of the Property Trustee, by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Trust Agreement shall
require the Trustees to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. No Administrative
Trustee nor the Delaware Trustee shall be liable for its act or omissions
hereunder except as a result of its own gross negligence or willful misconduct.
The Property Trustee's liability shall be determined under the Trust Indenture
Act. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
801. To the extent that, at law or in equity, the Delaware Trustee or an
Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, the Delaware Trustee or
such Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Delaware Trustee or the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee and the Administrative Trustees, as the case
may be.

         (b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust Security, agrees that it shall look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 801(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in
the Trust Indenture Act.

         (c) No provision of this Trust Agreement shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                                      -34-
   40

                   (i) the Property Trustee shall not be liable for any error of
         judgment made in good faith by an authorized officer of the Property
         Trustee, unless it shall be proved that the Property Trustee was
         negligent in ascertaining the pertinent facts;

                  (ii) the Property Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         majority in Liquidation Amount of the Trust Securities relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Property Trustee, or exercising any trust or power
         conferred upon the Property Trustee under this Trust Agreement;

                 (iii) the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Debentures and
         the Payment Account shall be to deal with such property in a similar
         manner as the Property Trustee deals with similar property for its own
         account, subject to the protections and limitations on liability
         afforded to the Property Trustee under this Trust Agreement and the
         Trust Indenture Act;

                  (iv) the Property Trustee shall not be liable for any interest
         on any money received by it except as it may otherwise agree with the
         Depositor and money held by the Property Trustee need not be segregated
         from other funds held by it except in relation to the Payment Account
         maintained by the Property Trustee pursuant to Section 301 and except
         to the extent otherwise required by law; and

                   (v) the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrative Trustees or the
         Depositor with their respective duties under this Trust Agreement, nor
         shall the Property Trustee be liable for the negligence, default or
         misconduct of the Administrative Trustees or the Depositor.

         Section 802. Certain Notices. (a) Within five (5) Business Days after
the occurrence of any Event of Default actually known to the Property Trustee,
the Property Trustee shall transmit, in the manner and to the extent provided in
Section 1008, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived. For purposes of this Section 802, the term "Event of
Default" means any event that is, or after notice or lapse of time or both would
become, an Event of Default.

         (b) The Administrative Trustees shall transmit to the Securityholders
in the manner and to the extent provided in Section 1008 notice of the
Depositor's election to begin or further extend an Extended Interest Period on
the Debentures (unless such election shall have been revoked), and of any
election by the Depositor to accelerate the Maturity Date of the Debentures
within the time specified for transmitting such notice to the holders of the
Debentures pursuant to the Indenture as originally executed.

         Section 803. Certain Rights of the Property Trustee. Subject to the
provisions of Section 801:

                                      -35-
   41

                   (a) the Property Trustee may rely and shall be protected in
         acting or refraining from acting in good faith upon any resolution,
         Opinion of Counsel, certificate, written representation of a Holder or
         transferee, certificate of auditors or any other certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, appraisal, bond, debenture, note, other evidence of indebtedness
         or other paper or document believed by it to be genuine and to have
         been signed or presented by the proper party or parties;

                   (b) if (i) in performing its duties under this Trust
         Agreement the Property Trustee is required to decide between
         alternative courses of action to the extent not inconsistent with the
         treatment of the Trust as a grantor trust for federal income tax
         purposes; or (ii) in construing any of the provisions of this Trust
         Agreement, the Property Trustee finds the same ambiguous or
         inconsistent with other provisions contained herein; or (iii) the
         Property Trustee is unsure of the application of any provision of this
         Trust Agreement, then, except as to any matter as to which the
         Preferred Securityholders are entitled to vote under the terms of this
         Trust Agreement, the Property Trustee shall deliver a notice to the
         Depositor requesting written instructions of the Depositor as to the
         course of action to be taken and the Property Trustee shall take such
         action, or refrain from taking such action, as the Property Trustee
         shall be instructed in writing to take, or to refrain from taking, by
         the Depositor; provided, however, that if the Property Trustee does not
         receive such instructions of the Depositor within ten (10) Business
         Days after it has delivered such notice, or such reasonably shorter
         period of time set forth in such notice (which to the extent
         practicable shall not be less than two (2) Business Days), it may, but
         shall be under no duty to, take or refrain from taking such action not
         inconsistent with this Trust Agreement as it shall deem advisable and
         in the best interests of the Securityholders, in which event the
         Property Trustee shall have no liability except for its own bad faith,
         negligence or willful misconduct;

                   (c) any direction or act of the Depositor or the
         Administrative Trustees contemplated by this Trust Agreement shall be
         sufficiently evidenced by an Officers' Certificate;

                   (d) whenever in the administration of this Trust Agreement,
         the Property Trustee shall deem it desirable that a matter be
         established before undertaking, suffering or omitting any action
         hereunder, the Property Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part,
         request and conclusively rely upon an Officers' Certificate which, upon
         receipt of such request, shall be promptly delivered by the Depositor
         or the Administrative Trustees;

                   (e) the Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or, except as provided in Section
         405, any filing under tax or securities laws or any filing under tax or
         securities laws) or any re-recording, refiling or reregistration
         thereof;

                   (f) the Property Trustee may consult with counsel of its
         choice (which counsel may be counsel to the Depositor or any of its
         Affiliates) and the advice of such

                                      -36-
   42

         counsel shall be full and complete authorization and protection in
         respect of any action taken, suffered or omitted by it hereunder in
         good faith and in reliance thereon and, in accordance with such advice,
         such counsel may be counsel to the Depositor or any of its Affiliates,
         and may include any of its employees; the Property Trustee shall have
         the right at any time to seek instructions concerning the
         administration of this Trust Agreement from any court of competent
         jurisdiction;

                   (g) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Trust
         Agreement at the request, order or direction of any of the
         Securityholders, pursuant to this Trust Agreement, unless such
         Securityholders shall have offered to the Property Trustee reasonable
         security or indemnity against the costs, expenses and liabilities that
         might be incurred by it in compliance with such request, order or
         direction; nothing contained herein shall, however, relieve the
         Property Trustee of the obligation, upon the occurrence of an Event of
         Default (that has not been cured or waived) to exercise such of the
         rights and powers vested in it by this Trust Agreement, and to use the
         same degree of care and skill in their exercise as a prudent man would
         exercise or use under the circumstances in the conduct of his own
         affairs;

                   (h) the Property Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond, debenture, note or other evidence of
         indebtedness or other paper or document, unless requested in writing to
         do so by the Holders of not less than a majority in Liquidation Amount
         of the Securities, but the Property Trustee may make such further
         inquiry or investigation into such facts or matters as it may see fit;

                   (i) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through its agents or attorneys, provided that the Property Trustee
         shall be responsible for its own negligence or recklessness with
         respect to selection of any agent or attorney appointed by it
         hereunder;

                   (j) whenever in the administration of this Trust Agreement
         the Property Trustee shall deem it desirable to receive instructions
         with respect to enforcing any remedy or right or taking any other
         action hereunder the Property Trustee (i) may request instructions from
         the Holders of the Trust Securities which instructions may only be
         given by the Holders of the same proportion in Liquidation Amount of
         the Trust Securities as would be entitled to direct the Property
         Trustee under the terms of the Trust Securities in respect of such
         remedy, right or action; (ii) may refrain from enforcing such remedy or
         right or taking such other action until such instructions are received;
         and (iii) shall be protected in acting in accordance with such
         instructions; and

                   (k) except as otherwise expressly provided by this Trust
         Agreement, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Trust Agreement. No provision of this Trust Agreement shall be deemed
         to impose any duty or obligation on the Property Trustee to perform any
         act or acts or exercise any right, power, duty or obligation conferred
         or imposed on it, in

                                      -37-
   43

         any jurisdiction in which it shall be illegal, or in which the Property
         Trustee shall be unqualified or incompetent in accordance with
         applicable law, to perform any such act or acts, or to exercise any
         such right, power, duty or obligation. No permissive power or authority
         available to the Property Trustee shall be construed to be a duty.

         Section 804. Not Responsible for Recitals or Issuance of Securities.
The Recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debentures.

         Section 805. May Hold Securities. Any Trustee or any other agent of any
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of the Trust Securities and, subject to Sections 808 and 813
and except as provided in the definition of the term "Outstanding" in Article I,
may otherwise deal with the Trust with the same rights it would have if it were
not a Trustee or such other agent.

         Section 806. Compensation; Indemnity; Fees. The Depositor agrees:

                   (a) to pay to the Trustees from time to time reasonable
         compensation for all services rendered by them hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust, in the case of the
         Property Trustee as set forth in a written agreement between the
         Depositor and the Property Trustee);

                   (b) except as otherwise expressly provided herein, to
         reimburse the Trustees upon request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustees in
         accordance with any provision of this Trust Agreement (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to such Trustee's negligence, bad faith or
         willful misconduct (or, in the case of the Administrative Trustees or
         the Delaware Trustee, any such expense, disbursement or advance as may
         be attributable to its, his or her gross negligence, bad faith or
         willful misconduct); and

                   (c) to indemnify each of the Trustees or any predecessor
         Trustee for, and to hold the Trustees harmless against, any loss,
         damage, claims, liability, penalty or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of this Trust Agreement,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder, except any such expense, disbursement
         or advance as may be attributable to such Trustee's negligence, bad
         faith or willful misconduct (or, in the case of the Administrative
         Trustees or the Delaware Trustee, any such expense, disbursement or
         advance as may be attributable to its, his or her gross negligence, bad
         faith or willful misconduct).

                                      -38-
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No Trustee may claim any Lien or charge on any Trust Property as a result of any
amount due pursuant to this Section 806.

         Section 807. Corporate Property Trustee Required; Eligibility of
Trustees. (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
807, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section 807, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII. The Property Trustee and the
Delaware Trustee may, but need not be, the same person.

         (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

         (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware; or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law that shall act
through one or more persons authorized to bind such entity.

         Section 808. Conflicting Interests. If the Property Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement.

         Section 809. Co-Trustees and Separate Trustee. (a) Unless a Debenture
Event of Default shall have occurred and be continuing, at any time or times,
for the purpose of meeting the legal requirements of the Trust Indenture Act or
of any jurisdiction in which any part of the Trust Property may at the time be
located, the Depositor shall have power to appoint, and upon the written request
of the Property Trustee, the Depositor shall for such purpose join with the
Property Trustee in the execution, delivery and performance of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Property Trustee either to act as co-trustee, jointly with the Property
Trustee, of all or any part of such Trust Property, or to the extent required by
law to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
Person or Persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section
809. If the Depositor does not join in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Debenture Event of Default has
occurred and is continuing, the Property Trustee alone shall

                                      -39-
   45

have power to make such appointment. Any co-trustee or separate trustee
appointed pursuant to this Section 809 shall either be (i) a natural person who
is at least 21 years of age and a resident of the United States; or (ii) a legal
entity with its principal place of business in the United States that shall act
through one or more persons authorized to bind such entity.

         (b) Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged, and delivered
by the Depositor.

         (c) Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms,
namely:

                   (i) The Trust Securities shall be executed and delivered and
         all rights, powers, duties and obligations hereunder in respect of the
         custody of securities, cash and other personal property held by, or
         required to be deposited or pledged with, the Trustees specified
         hereunder, shall be exercised, solely by such Trustees and not by such
         co-trustee or separate trustee.

                  (ii) The rights, powers, duties and obligations hereby
         conferred or imposed upon the Property Trustee in respect of any
         property covered by such appointment shall be conferred or imposed upon
         and exercised or performed by the Property Trustee or by the Property
         Trustee and such co-trustee or separate trustee jointly, as shall be
         provided in the instrument appointing such co-trustee or separate
         trustee, except to the extent that under any law of any jurisdiction in
         which any particular act is to be performed, the Property Trustee shall
         be incompetent or unqualified to perform such act, in which event such
         rights, powers, duties and obligations shall be exercised and performed
         by such co-trustee or separate trustee.

                 (iii) The Property Trustee at any time, by an instrument in
         writing executed by it, with the written concurrence of the Depositor,
         may accept the resignation of or remove any co-trustee or separate
         trustee appointed under this Section 809, and, in case a Debenture
         Event of Default has occurred and is continuing, the Property Trustee
         shall have the power to accept the resignation of, or remove, any such
         co-trustee or separate trustee without the concurrence of the
         Depositor. Upon the written request of the Property Trustee, the
         Depositor shall join with the Property Trustee in the execution,
         delivery and performance of all instruments and agreements necessary or
         proper to effectuate such resignation or removal. A successor to any
         co-trustee or separate trustee so resigned or removed may be appointed
         in the manner provided in this Section 809.

                  (iv) No co-trustee or separate trustee hereunder shall be
         personally liable by reason of any act or omission of the Property
         Trustee or any other trustee hereunder.

                   (v) The Property Trustee shall not be liable by reason of any
         act of a co-trustee or separate trustee.

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   46

                  (vi) Any Act of the Holders delivered to the Property Trustee
         shall be deemed to have been delivered to each such co-trustee and
         separate trustee.

         Section 810. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article VIII shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 811.

         (b) Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time with respect to the Trust Securities by giving
written notice thereof to the Securityholders. If the instrument of acceptance
by the successor Trustee required by Section 811 shall not have been delivered
to the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

         (c) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by an Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by an Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

         (d) If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Preferred Securityholders, by an Act of the
Securityholders of a majority in Liquidation Amount of the Preferred Securities
then Outstanding delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees with respect to the Trust
Securities and the Trust, and such successor Trustee shall comply with the
applicable requirements of Section 811. If an Administrative Trustee shall
resign, be removed or become incapable of acting as an Administrative Trustee,
at a time when a Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to an Administrative Trustee, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees with respect to the Trust
Securities and the Trust, and such successor Administrative Trustee or
Administrative Trustees shall comply with the applicable requirements of Section
811. If no successor Relevant Trustee with respect to the Trust Securities shall
have been so appointed by the Common Securityholder or the Preferred
Securityholders and accepted appointment in the manner required by Section 811,
any

                                      -41-
   47

Securityholder who has been a Securityholder of Trust Securities for six
consecutive months on behalf of himself or herself and all others similarly
situated may petition a court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

         (e) The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all the
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

         (f) Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them; or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees set forth in Section 807).

         Section 811. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Relevant Trustee with respect to the Trust
Securities and the Trust, the retiring Relevant Trustee and each successor
Relevant Trustee with respect to the Trust Securities shall execute and deliver
an instrument hereto wherein each successor Relevant Trustee shall accept such
appointment and which shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust and upon the
execution and delivery of such instrument the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee with respect to the Trust Securities and the
Trust; but, on request of the Trust or any successor Relevant Trustee such
retiring Relevant Trustee shall duly assign, transfer and deliver to such
successor Relevant Trustee all the Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

         (b) Upon request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the immediately preceding paragraph, as the case may be.

         (c) No successor Relevant Trustee shall accept its appointment unless
at the time of such acceptance such successor Relevant Trustee shall be
qualified and eligible under this Article VIII.

         Section 812. Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Property Trustee, the Delaware Trustee or
any Administrative Trustee may be

                                      -42-
   48

merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of such Relevant Trustee, shall be the
successor of such Relevant Trustee hereunder, provided such Person shall be
otherwise qualified and eligible under this Article VIII, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.

         Section 813. Preferential Collection of Claims Against the Depositor or
the Trust. If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or the Trust (or any
such other obligor).

         Section 814. Reports by the Property Trustee. (a) The Property Trustee
shall transmit to the Securityholders such reports concerning the Property
Trustee, its actions under this Trust Agreement and the property and funds in
its possession in its capacity as the Property Trustee as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

         (b) A copy of each such report shall, at the time of such transmission
to the Holders, be filed by the Property Trustee with the Nasdaq National Market
and each national securities exchange or other organization upon which the Trust
Securities are listed, and also with the Commission and the Depositor.

         Section 815. Reports to the Property Trustee. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         Section 816. Evidence of Compliance with Conditions Precedent. Each of
the Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

         Section 817. Number of Trustees. (a) The number of Trustees shall be
five, provided that the Holder of all of the Common Securities by written
instrument may increase or decrease the number of the Administrative Trustees.
The Property Trustee and the Delaware Trustee may be the same Person.

         (b) If a Trustee ceases to hold office for any reason and the number of
the Administrative Trustees is not reduced pursuant to Section 817(a), or if the
number of the

                                      -43-
   49

Trustees is increased pursuant to Section 817(a), a vacancy shall occur. The
vacancy shall be filled with a Trustee appointed in accordance with Section 810.

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of the Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 810, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

         Section 818. Delegation of Power. (a) Any Administrative Trustee may,
by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing
any documents contemplated in Section 207(a); and

         (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein.

         Section 819. Voting. Except as otherwise provided in this Trust
Agreement, the consent or approval of the Administrative Trustees shall require
consent or approval by not less than a majority of the Administrative Trustees,
unless there are only two, in which case both must consent.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

         Section 901. Termination upon Expiration Date. Unless earlier
dissolved, the Trust shall automatically dissolve on June 30, 2032 (the
"Expiration Date") subject to distribution of the Trust Property in accordance
with Section 904.

         Section 902. Early Termination. The first to occur of any of the
following events is an "Early Termination Event":

                   (a) the occurrence of a Bankruptcy Event in respect of, or
         the dissolution or liquidation of, the Depositor;

                   (b) delivery of written direction to the Property Trustee by
         the Depositor at any time (which direction is wholly optional and
         within the discretion of the Depositor, subject to Depositor having
         received prior approval of the Board of Governors of the

                                      -44-
   50

         Federal Reserve System if so required under applicable guidelines,
         policies or regulations thereof) to dissolve the Trust and distribute
         the Debentures to the Securityholders in exchange for the Preferred
         Securities in accordance with Section 904;

                   (c) the redemption of all of the Preferred Securities in
         connection with the redemption of all of the Debentures (whether upon a
         Debenture Redemption Date or the maturity of the Debenture); and

                   (d) the entrance of an order for dissolution of the Trust by
         a court of competent jurisdiction.

         Section 903. Termination. The respective obligations and
responsibilities of the Trustees and the Trust created and continued hereby
shall terminate upon the latest to occur of the following: (a) the distribution
by the Property Trustee to the Securityholders upon the liquidation of the Trust
pursuant to Section 904, or upon the redemption of all of the Trust Securities
pursuant to Section 402, of all amounts required to be distributed hereunder
upon the final payment of the Trust Securities; (b) the payment of any expenses
owed by the Trust; (c) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders; and (d) the filing
of a Certificate of Cancellation by the Administrative Trustee under the
Delaware Business Trust Act.

         Section 904. Liquidation. (a) If an Early Termination Event specified
in clause (a), (b), or (d) of Section 902 occurs or upon the Expiration Date,
the Trust shall be liquidated by the Trustees as expeditiously as the Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to each Securityholder a
Like Amount of Debentures, subject to Section 904(d). Notice of liquidation
shall be given by the Property Trustee by first-class mail, postage prepaid,
mailed not later than 30 nor more than 60 days prior to the Liquidation Date to
each Holder of Trust Securities at such Holder's address appearing in the
Securities Register. All notices of liquidation shall:

                   (i) state the Liquidation Date;

                  (ii) state that from and after the Liquidation Date, the Trust
         Securities shall no longer be deemed to be Outstanding and any Trust
         Securities Certificates not surrendered for exchange shall be deemed to
         represent a Like Amount of Debentures; and

                 (iii) provide such information with respect to the mechanics by
         which the Holders may exchange the Trust Securities Certificates for
         the Debentures, or, if Section 904(d) applies, receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

         (b) Except where Section 902(c) or 904(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debentures to the
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a

                                      -45-
   51
separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

         (c) Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
Outstanding; (ii) certificates representing a Like Amount of the Debentures
shall be issued to the Holders of Trust Securities Certificates upon surrender
of such certificates to the Administrative Trustees or their agent for exchange;
(iii) the Depositor shall use its best efforts to have the Debentures listed on
the Nasdaq National Market, or on such other securities exchange or other
organization as the Preferred Securities are then listed or traded; (iv) any
Trust Securities Certificates not so surrendered for exchange shall be deemed to
represent a Like Amount of Debentures, accruing interest at the rate provided
for in the Debentures from the last Distribution Date on which a Distribution
was made on such Trust Securities Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal shall be made to Holders of the Trust Securities
Certificates with respect to such Debentures); and (v) all rights of the
Securityholders holding the Trust Securities shall cease, except the right of
such Securityholders to receive the Debentures upon surrender of the Trust
Securities Certificates.

         (d) In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, the Securityholders shall be
entitled to receive out of the assets of the Trust available for distribution to
the Securityholders, after satisfaction of liabilities to creditors of the Trust
as provided by applicable law, an amount equal to the Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts, subject to Section 407).
The Holder of the Common Securities shall be entitled to receive the Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with the Holders of the Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

         Section 905. Mergers, Consolidations, Amalgamations or Replacements of
the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (a) such

                                      -46-
   52

successor entity either (i) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities; or (ii) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise; (b) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures; (c) the Successor Securities are listed
or traded, or any Successor Securities shall be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, if any; (d) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the Holders
of the Preferred Securities (including any Successor Securities) in any material
respect; (e) such successor entity has a purpose substantially identical to that
of the Trust; (f) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (i) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect; and
(ii) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity shall
be required to register as an "investment company" under the Investment Company
Act; and (g) the Depositor owns all of the Common Securities of such successor
entity and guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee, the
Debentures, this Trust Agreement and the Expense Agreement. For purposes of this
Section 905, any such consolidation, merger, sale, conveyance, transfer or other
disposition as a result of which (a) the Company is not the surviving Person,
and (b) the same Person is not both (i) the primary obligor in respect of the
Debentures and (ii) the Guarantor under that certain Preferred Securities
Guarantee Agreement of even date herewith (the "Guarantee") between the Company
and Wilmington Trust Company, shall be deemed to constitute a replacement of the
Trust by a successor entity; provided further that, notwithstanding the
foregoing, in the event that upon the consummation of such a consolidation,
merger, sale, conveyance, transfer or other disposition, the parent company (if
any) of the Company, or its successor, is a bank holding company or financial
holding company or comparably regulated financial institution, such parent
company shall guarantee the obligations of the Trust (and any successor thereto)
under the Preferred Securities (including any Successor Securities) at least to
the extent provided by the Guarantee, the Debentures, the Trust Agreement and
the Expense Agreement. Notwithstanding the foregoing, the Trust shall not,
except with the consent of the Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.

                                      -47-
   53

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

        Section 1001. Limitation of Rights of the Securityholders. The death or
incapacity of any Person having an interest, beneficial or otherwise, in the
Trust Securities shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding-up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

        Section 1002. Amendment. (a) This Trust Agreement may be amended from
time to time by the Trustees and the Depositor, without the consent of any
Securityholders, (i) as provided in Section 811 with respect to acceptance of
appointment by a successor Trustee; (ii) to cure any ambiguity, correct or
supplement any provision herein or therein which may be inconsistent with any
other provision herein or therein, or to make any other provisions with respect
to matters or questions arising under this Trust Agreement, that shall not be
inconsistent with the other provisions of this Trust Agreement; (iii) to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Trust shall be classified for United
States federal income tax purposes as a grantor trust at all times that any of
the Trust Securities are Outstanding or to ensure that the Trust shall not be
required to register as an "investment company" under the Investment Company
Act; or (iv) to reduce or increase the Liquidation Amount per Trust Security and
simultaneously to correspondingly increase or decrease the number of Trust
Securities issued and Outstanding solely for the purpose of maintaining the
eligibility of the Preferred Securities for quotation or listing on any national
securities exchange or other organization on which the Preferred Securities are
then quoted or listed (including, if applicable, the Nasdaq National Market);
provided, however, that in the case of clause (ii), such action shall not
adversely affect in any material respect the interests of any Securityholder,
and provided further, that in the case of clause (iv) the aggregate Liquidation
Amount of the Trust Securities Outstanding upon completion of any such reduction
must be the same as the aggregate Liquidation Amount of the Trust Securities
Outstanding immediately prior to such reduction or increase, and any amendments
of this Trust Agreement shall become effective when notice thereof is given to
the Securityholders (or, in the case of an amendment pursuant to clause (iv), as
of the date specified in the notice).

         (b) Except as provided in Section 601(c) or Section 1002(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor (i) with the consent of the Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel
to the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment shall not affect the Trust's status
as a grantor trust for United States federal income tax purposes or the Trust's
exemption from status of an "investment company" under the Investment Company
Act.

         (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance

                                      -48-
   54

with Section 603 or 606 hereof), this Trust Agreement may not be amended to (i)
change the amount or timing of any Distribution on the Trust Securities or
otherwise adversely affect the amount of any Distribution required to be made in
respect of the Trust Securities as of a specified date; or (ii) restrict the
right of a Securityholder to institute suit for the enforcement of any such
payment on or after such date; notwithstanding any other provision herein,
without the unanimous consent of the Securityholders (such consent being
obtained in accordance with Section 603 or 606 hereof), this paragraph (c) of
this Section 1002 may not be amended.

         (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an "investment company" under the Investment Company Act or to fail or
cease to be classified as a grantor trust for United States federal income tax
purposes.

         (e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, this Trust Agreement may not be amended in
a manner which imposes any additional obligation on the Depositor.

         (f) In the event that any amendment to this Trust Agreement is made,
the Administrative Trustees shall promptly provide to the Depositor a copy of
such amendment.

         (g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement has been effected
in compliance with this Trust Agreement.

         (h) Prior to the execution of an amendment to this Trust Agreement, the
Property Trustee shall receive an Opinion of Counsel stating that such amendment
does not conflict with the Trust being treated as a grantor trust for federal
income tax purposes.

         Section 1003. Separability. In case any provision in this Trust
Agreement or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

        Section 1004. Governing Law. This Trust Agreement and the rights and
obligations of each of the Securityholders, the Trust and the Trustees with
respect to this Trust Agreement and the Trust Securities shall be construed in
accordance with and governed by the laws of the State of Delaware (without
regard to its conflict of laws principles).

        Section 1005. Payments Due on Non-Business Day. If the date fixed for
any payment on any Trust Security shall be a day that is not a Business Day,
then such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as

                                      -49-
   55

though made on the date fixed for such payment, and no distribution shall
accumulate thereon for the period after such date.

        Section 1006. Successors. This Trust Agreement shall be binding upon and
shall inure to the benefit of any successor to the Depositor, the Trust or the
Relevant Trustee(s), including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article XII of the Indenture and pursuant to which the assignee
agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.

         Section 1007. Headings. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

        Section 1008. Reports, Notices and Demands. Any report, notice, demand
or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Preferred
Securityholder, to such Preferred Securityholder as such Securityholder's name
and address may appear on the Securities Register; and (b) in the case of the
Common Securityholder or the Depositor, to First Busey Corporation, 201 West
Main Street, Urbana, Illinois 61801, Attention: Chief Executive Officer,
facsimile no.: (217) 365-4592. Any notice to the Preferred Securityholders shall
also be given to such owners as have, within two years preceding the giving of
such notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to Wilmington Trust Company, at the address above; and (c) with respect
to the Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of First Busey Capital
Trust I, c/o Chief Executive Officer, First Busey Corporation." Such notice,
demand or other communication to or upon the Trust or the Property Trustee shall
be deemed to have been sufficiently given or made only upon actual receipt of
the writing by the Trust or the Property Trustee.

        Section 1009. Agreement Not to Petition. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code of 1978, as
amended) (collectively, "Bankruptcy Laws") or otherwise join in the commencement
of any proceeding

                                      -50-
   56

against the Trust under any Bankruptcy Law. In the event the Depositor or any of
the Trustees takes action in violation of this Section 1009, the Property
Trustee agrees, for the benefit of the Securityholders, that at the expense of
the Depositor (which expense shall be paid prior to the filing), it shall file
an answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor or such Trustee against the Trust or the
commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

         Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act.
(a) This Trust Agreement is subject to the provisions of the Trust Indenture Act
that are required to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions.

         (b) The Property Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.

         (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or to be excluded, as the case may be.

         (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

        Section 1011. Acceptance of Terms of the Trust Agreement, the Guarantee
and the Indenture. The receipt and acceptance of a trust security or any
interest therein by or on behalf of a Securityholder or any Beneficial Owner,
without any signature or further manifestation of assent, shall constitute the
unconditional acceptance by the Securityholder and all others having a
beneficial interest in such trust security of all the terms and provisions of
this Trust Agreement and agreement to the subordination provisions and other
terms of the guarantee and the Indenture, and shall constitute the agreement of
the trust, such Securityholder and such others that the terms and provisions of
this Trust Agreement shall be binding, operative and effective as between the
trust and such Securityholder and such others. Without limiting the foregoing,
by acceptance of a preferred security, each holder thereof shall be deemed to
have agreed to treat, for all United States federal income tax and financial
accounting purposes, the debentures as indebtedness of the Company and the
preferred securities as evidencing an undivided beneficial ownership interest in
the Debentures.

                                      -51-
   57

                                   FIRST BUSEY CORPORATION, as Depositor

                                   By

                                      Name:  Douglas C. Mills
                                      Title: Chief Executive Officer and
                                             Chairman of the Board

                                   WILMINGTON TRUST COMPANY, as Property Trustee

                                   By

                                      Name:_____________________________________
                                      Title:____________________________________

                                   WILMINGTON TRUST COMPANY, as Delaware Trustee

                                   By

                                      Name:_____________________________________
                                      Title:____________________________________

                                   _____________________________________________
                                    Douglas C. Mills, as Administrative Trustee

                                   _____________________________________________
                                     Barbara J. Kuhl, as Administrative Trustee

                                   _____________________________________________
                                    Barbara J. Jones, as Administrative Trustee

                                      -52-
   58

                                    EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                           FIRST BUSEY CAPITAL TRUST I

         THIS CERTIFICATE OF TRUST OF FIRST BUSEY CAPITAL TRUST I (the "Trust"),
is being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, Douglas C. Mills, Barbara J. Kuhl, and Barbara J. Jones, each an
individual, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

                    1. NAME. The name of the business trust formed hereby is
         First Busey Capital Trust I.

                    2. DELAWARE TRUSTEE. The name and business address of the
         trustee of the Trust in the State of Delaware is Wilmington Trust
         Company, Rodney Square North, 1100 North Market Street, Wilmington,
         Delaware 19890-0001, Attention: Corporate Trust Administration.

                    3. EFFECTIVE DATE. This Certificate of Trust shall be
         effective on May 15, 2001.

         IN WITNESS WHEREOF, each of the undersigned, being a trustee of the
Trust, has executed this Certificate of Trust in accordance with Section 3811(a)
of the Act.

                                   WILMINGTON TRUST COMPANY, as Trustee

                                   By /s/ Kathleen A. Pedelini

                                      Name:  Kathleen A. Pedelini
                                           -------------------------------------
                                      Title: Administrative Account Manager
                                            ------------------------------------

                                              /s/ Douglas C. Mills
                                    --------------------------------------------
                                    Douglas C. Mills, as Administrative Trustee

                                              /s/ Barbara J. Kuhl
                                    --------------------------------------------
                                    Barbara J. Kuhl, as Administrative Trustee

                                              /s/ Barbara J. Jones
                                    --------------------------------------------
                                    Barbara J. Jones, as Administrative Trustee

   59

                                    EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

        CERTIFICATE NUMBER _________ NUMBER OF COMMON SECURITIES ________

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                           FIRST BUSEY CAPITAL TRUST I

                                COMMON SECURITIES
                   LIQUIDATION AMOUNT $10 PER COMMON SECURITY

      FIRST BUSEY CAPITAL TRUST I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that FIRST
BUSEY CORPORATION (the "Holder") is the registered owner of
____________________________________ (________________) common securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the Common Securities (liquidation amount $10 per Common Security)
(the "Common Securities"). In accordance with Section 510 of the Trust Agreement
(as defined below), the Common Securities are not transferable and any attempted
transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences, and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of _____________, 2001, as the same may be amended from time to time (the
"Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust shall furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

         Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ____ day of ____________ 2001.

                                       FIRST BUSEY CAPITAL TRUST I

                                       By
                                          Name:  Douglas C. Mills
                                          Title: Administrative Trustee

   60

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
June __, 2001 between FIRST BUSEY CORPORATION, a Nevada corporation (the
"Company"), and FIRST BUSEY CAPITAL TRUST I, a Delaware business trust (the
"Trust").

                                    RECITALS

         WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ___% Subordinated Debentures due 2031 (the
"Debentures") from, the Company and to issue and sell First Busey Capital Trust
I ____% Cumulative Trust Preferred Securities (the "Preferred Securities") with
such powers, preferences and special rights and restrictions as are set forth in
the Amended and Restated Trust Agreement of the Trust dated as of June __, 2001,
as the same may be amended from time to time (the "Trust Agreement");

         WHEREAS, the Company shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debentures;

         NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase the Company hereby agrees shall benefit the
Company and which purchase the Company acknowledges shall be made in reliance
upon the execution and delivery of this Agreement, the Company, including in its
capacity as holder of the Common Securities, and the Trust hereby agree as
follows:

                                    ARTICLE I

         Section 1.1. Guarantee by the Company. Subject to the terms and
conditions hereof, the Company, including in its capacity as holder of the
Common Securities, hereby irrevocably and unconditionally guarantees to each
person or entity to whom the Trust is now or hereafter becomes indebted or
liable (the "Beneficiaries") the full payment when and as due, of any and all
Obligations (as hereinafter defined) to such Beneficiaries. As used herein,
"Obligations" means any costs, expenses or liabilities of the Trust other than
obligations of the Trust to pay to the holders of any Preferred Securities or
other similar interests in the Trust the amounts due such holders pursuant to
the terms of the Preferred Securities or such other similar interests, as the
case may be. This Agreement is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

         Section 1.2. Term of Agreement. This Agreement shall terminate and be
of no further force and effect upon the later of (a) the date on which full
payment has been made of all amounts payable to all holders of all the Preferred
Securities (whether upon redemption, liquidation, exchange or otherwise); and
(b) the date on which there are no Beneficiaries remaining; provided, however,
that this Agreement shall continue to be effective or shall be reinstated, as
the case may be, if at any time any holder of the Preferred Securities or any

   61

Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any obligation under the Preferred Securities Guarantee
Agreement dated the date hereof by the Company and Wilmington Trust Company as
guarantee trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

         Section 1.3. Waiver of Notice. The Company hereby waives notice of
acceptance of this Agreement and of any obligation to which it applies or may
apply, and the Company hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

         Section 1.4. No Impairment. The obligations, covenants, agreements and
duties of the Company under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

                   (a) the extension of time for the payment by the Trust of all
         or any portion of the Obligations or for the performance of any other
         obligation under, arising out of, or in connection with, the
         Obligations;

                   (b) any failure, omission, delay or lack of diligence on the
         part of the Beneficiaries to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Beneficiaries with respect
         to the Obligations or any action on the part of the Trust granting
         indulgence or extension of any kind; or

                   (c) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
         affecting, the Trust or any of the assets of the Trust.

         There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Company with respect to the happening of any of the
foregoing.

         Section 1.5. Enforcement. A Beneficiary may enforce this Agreement
directly against the Company, and the Company waives any right or remedy to
require that any action be brought against the Trust or any other person or
entity before proceeding against the Company.

                                   ARTICLE II

         Section 2.1. Binding Effect. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the
Beneficiaries.

         Section 2.2. Amendment. So long as there remains any Beneficiary or any
Preferred Securities of any series are outstanding, this Agreement shall not be
modified or amended in any manner adverse to such Beneficiary or to the holders
of the Preferred Securities.

                                      C-2
   62

         Section 2.3. Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same by facsimile transmission (confirmed by mail), telex, or by
registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer back, if sent by telex):

                                    First Busey Capital Trust I
                                    c/o First Busey Corporation
                                    201 West Main Street
                                    Urbana, Illinois  61801
                                    Facsimile No.:  (217) 365-4592
                                    Attention:  Chief Executive Officer

                                    First Busey Corporation
                                    201 West Main Street
                                    Urbana, Illinois  61801
                                    Facsimile No.: (217) 365-4592
                                    Attention:  Chief Executive Officer

         Section 2.4. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Illinois
(without regard to conflict of laws principles).

                            [SIGNATURE PAGE FOLLOWS]

                                      C-3

   63

         THIS AGREEMENT is executed as of the day and year first above written.

                                       FIRST BUSEY CORPORATION

                                       By:_____________________________________

                                          Name:  Douglas C. Mills
                                          Title: Chief Executive Officer and
                                                 Chairman of the Board

                                       FIRST BUSEY CAPITAL TRUST I

                                       By:_____________________________________

                                          Name:  Barbara J. Kuhl
                                          Title: Administrative Trustee

                                      C-4
   64

                                    EXHIBIT D

        CERTIFICATE NUMBER _________ NUMBER OF COMMON SECURITIES ________

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                           FIRST BUSEY CAPITAL TRUST I
                  _____% CUMULATIVE TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)

                            CUSIP NO. ______________

         FIRST BUSEY CAPITAL TRUST I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of _____ preferred
securities (the "Preferred Securities") of the Trust representing undivided
beneficial interests in the assets of the Trust and designated the ___%
Cumulative Trust Preferred Securities (Liquidation Amount $10 per Preferred
Security). The Preferred Securities are transferable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this
Certificate duly endorsed and in proper form for transfer as provided in Section
504 of the Trust Agreement (as defined herein). The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Preferred Securities are set forth in, and this Certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of June __, 2001, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Preferred Securities Guarantee Agreement entered into by First Busey
Corporation, a Nevada corporation, and Wilmington Trust Company, as guarantee
trustee, dated as of June __, 2001 (the "Guarantee"), to the extent provided
therein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

         Upon receipt of this Certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         Unless the Certificate of Authentication has been manually executed by
the Authentication Agent, this Certificate is not valid or effective.

   65

         IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this Certificate as of this ________ day of June 2001.

                                       FIRST BUSEY CAPITAL TRUST I

                                       By:_____________________________________

                                          Name:  Douglas C. Mills
                                          Title: Administrative Trustee

                                       By:_____________________________________

                                          Name:  Barbara J. Kuhl
                                          Title: Administrative Trustee

                                       By:_____________________________________

                                          Name:  Barbara J. Jones
                                          Title: Administrative Trustee

                                     LEGEND

                           FOR CERTIFICATES EVIDENCING

                        GLOBAL PREFERRED SECURITIES ONLY:

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration or transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is required by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                                      D-2
   66

                        [FORM OF REVERSE OF CERTIFICATE]

         The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to First Busey
Capital Trust I, c/o First Busey Corporation, 201 West Main Street, Urbana,
Illinois 61801 or to the Registrar named on the face of this Certificate.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common   UNIF GIFT MIN ACT - _______ Custodian ________
                                                     (Cust)             (Minor)
                                               under Uniform Gifts to Minors Act
TEN ENT - as tenants by the                    _________________________________
          entireties                                        (State)

JT TEN - as joint tenants with   UNIF TRF MIN ACT - ______ Custodian (until age)
         right of survivorship                      ______________________ under
         and not as tenants                         Uniform (Minor) Transfers to
         in common                                  Minors Act _________________
                                                                    (State)

TOD   - transfer on death
        direction in event
        owner's death, to
        person named on face
        and subject to TOD
        rules referenced

         Additional abbreviations may also be used though not in the above list.

         FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer
unto: __________

________________________________________________________________________________

________________________________________________________________________________
     (Please insert Social Security or other identifying number of assignee)

________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

____________________________________________ Preferred Securities represented by
the within Certificate, and do hereby irrevocably constitute and appoint _______

________________________________________________________________________________
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.

Dated:  ___________________

                                      D-3
   67

                                   Signature:___________________________________

                                   NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT
                                            MUST CORRESPOND WITH THE NAME AS
                                            WRITTEN UPON THE FACE OF THE
                                            CERTIFICATE IN EVERY PARTICULAR,
                                            WITHOUT ALTERNATION OR ENLARGEMENT
                                            OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

________________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17AD-15.

                                       D-4

   68

                                    EXHIBIT E

                      FORM OF CERTIFICATE OF AUTHENTICATION

                          CERTIFICATE OF AUTHENTICATION

     This is one of the ___% Cumulative Trust Preferred Securities referred
to in the within-mentioned Amended and Restated Trust Agreement.

Dated:  _____________________

                                       WILMINGTON TRUST COMPANY,
                                         as Authenticating Agent and Registrar

                                       By:_____________________________________

                                                  Authorized Signatory

   1

                                                                     Exhibit 4.7

================================================================================

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                             FIRST BUSEY CORPORATION

                                       AND

                            WILMINGTON TRUST COMPANY

                            Dated as of June __, 2001

================================================================================

   2

                                TABLE OF CONTENTS

SECTION                               HEADING                               PAGE

ARTICLE I            DEFINITIONS AND INTERPRETATION...........................1

       Section 1.1.  Definitions and Interpretation...........................1

ARTICLE II           TRUST INDENTURE ACT......................................5

       Section 2.1.  Trust Indenture Act; Application.........................5
       Section 2.2.  The List of Holders of the Securities....................5
       Section 2.3.  Reports by the Preferred Guarantee Trustee...............5
       Section 2.4.  Periodic Reports to the Preferred Guarantee Trustee......5
       Section 2.5.  Evidence of Compliance with Conditions Precedent.........6
       Section 2.6.  Events of Default; Waiver................................6
       Section 2.7.  Event of Default; Notice.................................6
       Section 2.8.  Conflicting Interests....................................6

ARTICLE III          POWERS, DUTIES AND RIGHTS OF THE PREFERRED GUARANTEE
                     TRUSTEE..................................................6

       Section 3.1.  Powers and Duties of the Preferred Guarantee Trustee.....6
       Section 3.2.  Certain Rights of the Preferred Guarantee Trustee........8
       Section 3.3.  Not Responsible for Recitals or Issuance of Guarantee...10

ARTICLE IV           THE PREFERRED GUARANTEE TRUSTEE.........................10

       Section 4.1.  The Preferred Guarantee Trustee; Eligibility............10
       Section 4.2.  Appointment, Removal and Resignation of the Preferred
                         Guarantee Trustee...................................10

ARTICLE V            GUARANTEE...............................................11

       Section 5.1.  Guarantee...............................................11
       Section 5.2.  Waiver of Notice and Demand.............................11
       Section 5.3.  Obligations not Affected................................12
       Section 5.4.  Rights of the Holders...................................13
       Section 5.5.  Guarantee of Payment....................................13
       Section 5.6.  Subrogation.............................................13
       Section 5.7.  Independent Obligations.................................13

ARTICLE VI           LIMITATION OF TRANSACTIONS; SUBORDINATION...............13

       Section 6.1.  Limitation on Transactions..............................13
       Section 6.2.  Ranking.................................................14

ARTICLE VII          TERMINATION.............................................14

       Section 7.1.  Termination.............................................14

   3

ARTICLE VIII         INDEMNIFICATION.........................................14

       Section 8.1.  Exculpation.............................................14
       Section 8.2.  Indemnification.........................................15

ARTICLE IX           MISCELLANEOUS...........................................15

       Section 9.1.  Successors and Assigns..................................15
       Section 9.2.  Amendments..............................................15
       Section 9.3.  Notices.................................................15
       Section 9.4.  Benefit.................................................16
       Section 9.5.  Governing Law...........................................16

                                      -ii-
   4

                              CROSS-REFERENCE TABLE

SECTION OF                                                            SECTION OF
TRUST INDENTURE ACT                                                    GUARANTEE
OF 1939, AS AMENDED                                                    AGREEMENT

310(a)....................................................................4.1(a)
310(b)...............................................................4.1(c), 2.8
310(c)............................................................Not Applicable
311(a)....................................................................2.2(b)
311(b)....................................................................2.2(b)
311(c)............................................................Not Applicable
312(a)................................................................... 2.2(a)
312(b)................................................................... 2.2(b)
313......................................................................... 2.3
314(a).......................................................................2.4
314(b)............................................................Not Applicable
314(c).......................................................................2.5
314(d)............................................................Not Applicable
314(e)..............................................................1.1, 2.5,3.2
314(f)..................................................................2.1, 3.2
315(a)....................................................................3.1(d)
315(b).......................................................................2.7
315(c).......................................................................3.1
315(d)....................................................................3.1(d)
316(a).............................................................1.1, 2.6, 5.4
316(b).......................................................................5.3
317(a).......................................................................3.1
317(b)............................................................Not Applicable
318(a)....................................................................2.1(a)
318(b).......................................................................2.1
318(c)....................................................................2.1(b)

Note: This Cross-Reference Table does not constitute part of this Agreement and
shall not affect the interpretation of any of its terms or provisions.

                                     -iii-
   5

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

         THIS PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred
Securities Guarantee"), dated as of June __, 2001, is executed and delivered by
FIRST BUSEY CORPORATION, a Nevada corporation (the "Guarantor"), and WILMINGTON
TRUST COMPANY, a trust company organized and existing under the laws of
Delaware, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as
defined herein) of FIRST BUSEY CAPITAL TRUST I, a Delaware statutory business
trust (the "Trust").

                                    RECITALS

         WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of June __, 2001, among the trustees of the Trust
named therein, the Guarantor, as depositor, and the holders from time to time of
undivided beneficial interests in the assets of the Trust, the Trust is issuing
on the date hereof up to 2,371,134 preferred securities, having an aggregate
liquidation amount of $23,711,340 designated the ____% Cumulative Trust
Preferred Securities (the "Preferred Securities");

         WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

         Section 1.1. Definitions and Interpretation. In this Preferred
Securities Guarantee, unless the context otherwise requires:

                   (a) capitalized terms used in this Preferred Securities
         Guarantee but not defined in the preamble above have the respective
         meanings assigned to them in this Section 1.1;

                   (b) terms defined in the Trust Agreement as at the date of
         execution of this Preferred Securities Guarantee have the same meaning
         when used in this Preferred Securities Guarantee, unless otherwise
         defined in this Preferred Securities Guarantee;

   6

                   (c) a term defined anywhere in this Preferred Securities
         Guarantee has the same meaning throughout;

                   (d) all references to "the Preferred Securities Guarantee" or
         "this Preferred Securities Guarantee" are to this Preferred Securities
         Guarantee as modified, supplemented or amended from time to time;

                   (e) all references in this Preferred Securities Guarantee to
         Articles and Sections are to Articles and Sections of this Preferred
         Securities Guarantee, unless otherwise specified;

                   (f) a term defined in the Trust Indenture Act has the same
         meaning when used in this Preferred Securities Guarantee, unless
         otherwise defined in this Preferred Securities Guarantee or unless the
         context otherwise requires; and

                   (g) a reference to the singular includes the plural and vice
         versa.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

         "Business Day" means any day other than a Saturday, Sunday, a day on
which federal or state banking institutions in the Borough of Manhattan, The
City of New York are authorized or required by law, executive order or
regulation to close or a day on which the Corporate Trust Office of the
Preferred Guarantee Trustee is closed for business.

         "Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Preferred Securities Guarantee is located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

         "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

         "Debentures" means the ____% Subordinated Debentures due June __,
2031, of the Debenture Issuer held by the Property Trustee of the Trust.

         "Debenture Issuer" means First Busey Corporation, issuer of the
Debentures under the Indenture.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Preferred Securities Guarantee.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Trust: (i) any accrued and unpaid Distributions that are
required to be paid on such Preferred Securities, to the extent the Trust shall
have funds available therefor, (ii) the redemption price, including all

                                      -2-
   7

accrued and unpaid Distributions to the date of redemption (the "Redemption
Price"), to the extent the Trust has funds available therefor, with respect to
any Preferred Securities called for redemption by the Trust, and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Trust
(other than in connection with the distribution of the Debentures to the Holders
in exchange for the Preferred Securities as provided in the Trust Agreement),
the lesser of (A) the aggregate of the Liquidation Amount and all accrued and
unpaid Distributions on the Preferred Securities to the date of payment, to the
extent the Trust shall have funds available therefor (the "Liquidation
Distribution"), and (B) the amount of assets of the Trust remaining available
for distribution to Holders in liquidation of the Trust.

         "Guarantor" means First Busey Corporation, a Nevada corporation.

         "Holder" means a Person in whose name a Preferred Security is or
Preferred Securities are registered in the Securities Register; provided,
however, that, in determining whether the holders of the requisite percentage of
the Preferred Securities have given any request, notice, consent or waiver
hereunder, "Holder" shall not include the Guarantor, the Preferred Guarantee
Trustee or any of their respective Affiliates.

         "Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.

         "Indenture" means the Indenture, dated as of June __, 2001, among the
Debenture Issuer and Wilmington Trust Company, as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued to the
Property Trustee of the Trust.

         "Liquidation Amount" means the stated value of $10 per Preferred
Security.

         "Liquidation Distribution" has the meaning provided therefor in the
definition of Guarantee Payments.

         "List of Holders" has the meaning set forth in Section 2.2 of this
Preferred Securities Guarantee.

         "Majority in Liquidation Amount of the Preferred Securities" means the
holders of more than 50% of the Liquidation Amount (including the stated value
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined) of all of the Preferred Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two authorized officers of such Person, at least one of
whom shall be the principal executive officer, principal financial officer,
principal accounting officer, treasurer or any vice president of such Person.
Any Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Preferred Securities Guarantee shall include:

                                      -3-
   8

                   (a) a statement that each officer signing the Officers'
         Certificate has read the covenant or condition and the definition
         relating thereto;

                   (b) a brief statement of the nature and scope of the
         examination or investigation undertaken by each officer in rendering
         the Officers' Certificate;

                   (c) a statement that each such officer has made such
         examination or investigation as, in such officer's opinion, is
         necessary to enable such officer to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

                   (d) a statement as to whether, in the opinion of each such
         officer, such condition or covenant has been complied with.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Guarantee Trustee" means Wilmington Trust Company, until a
Successor Preferred Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Preferred Securities Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee.

         "Preferred Securities" means the _____% Cumulative Trust Preferred
Securities representing undivided beneficial interests in the assets of the
Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Commons Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

         "Redemption Price" has the meaning provided therefor in the definition
of Guarantee Payments.

         "Responsible Officer" means, with respect to the Preferred Guarantee
Trustee, any officer within the Corporate Trust Office of the Preferred
Guarantee Trustee with direct responsibility for the administration of this
Preferred Securities Guarantee, including any vice-president, any assistant
vice-president, any assistant secretary, the treasurer, any assistant treasurer
or other officer of the Corporate Trust Office of the Preferred Guarantee
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

         "Securities Register" and "Securities Registrar" have the meanings
assigned to such terms as in the Trust Agreement (as defined in the Indenture).

                                      -4-
   9

         "Successor Preferred Guarantee Trustee" means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred Guarantee
Trustee under Section 4.1.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939, as
amended, is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939, as so amended.

                                   ARTICLE II

                               TRUST INDENTURE ACT

         Section 2.1. Trust Indenture Act; Application. (a) This Preferred
Securities Guarantee is subject to the provisions of the Trust Indenture Act
that are required to be part of this Preferred Securities Guarantee and shall,
to the extent applicable, be governed by such provisions.

         (b) If and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

         Section 2.2. The List of Holders of the Securities. (a) In the event
the Preferred Guarantee Trustee is not also the Securities Registrar, the
Guarantor shall provide the Preferred Guarantee Trustee with a list, in such
form as the Preferred Guarantee Trustee may reasonably require, of the names and
addresses of the Holders of the Preferred Securities (the "List of Holders") (i)
within three Business Days after March 15, June 15, September 15 and December 15
in each year, and (ii) at any other time within 30 days of receipt by the
Guarantor of a written request for a List of Holders as of a date no more than
15 days before such List of Holders is given to the Preferred Guarantee Trustee;
provided, that the Guarantor shall not be obligated to provide such List of
Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Preferred Guarantee Trustee by the Guarantor. The
Preferred Guarantee Trustee may destroy any List of Holders previously given to
it on receipt of a new List of Holders.

         (b) The Preferred Guarantee Trustee shall comply with its obligations
under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

         Section 2.3. Reports by the Preferred Guarantee Trustee. On or before
October 15 of each year, commencing October 15, 2001, the Preferred Guarantee
Trustee shall provide to the Holders of the Preferred Securities such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Preferred
Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.

         Section 2.4. Periodic Reports to the Preferred Guarantee Trustee. The
Guarantor shall provide to the Preferred Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust

                                      -5-
   10

Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act.

         Section 2.5. Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Preferred Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Preferred
Securities Guarantee that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

         Section 2.6. Events of Default; Waiver. The Holders of a Majority in
Liquidation Amount of the Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities, waive any past Event of Default and
its consequences. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Preferred Securities Guarantee, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

         Section 2.7. Event of Default; Notice. (a) The Preferred Guarantee
Trustee shall, within 90 days after the occurrence of an Event of Default,
transmit by mail, first class postage prepaid, to the Holders of the Preferred
Securities, notices of all Events of Default actually known to a Responsible
Officer of the Preferred Guarantee Trustee, unless such defaults have been cured
before the giving of such notice; provided, that, except in the case of a
default by Guarantor under the terms of this Preferred Securities Guarantee on
any of its payment obligations, the Preferred Guarantee Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Preferred Guarantee Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of the Preferred Securities.

(b)The Preferred Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Preferred Guarantee Trustee shall have received
written notice, or of which a Responsible Officer of the Preferred Guarantee
Trustee charged with the administration of the Trust Agreement shall have
obtained actual knowledge of such Event of Default.

         Section 2.8. Conflicting Interests. The Trust Agreement shall be deemed
to be specifically described in this Preferred Securities Guarantee for the
purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.

                                   ARTICLE III

          POWERS, DUTIES AND RIGHTS OF THE PREFERRED GUARANTEE TRUSTEE

         Section 3.1. Powers and Duties of the Preferred Guarantee Trustee. (a)
This Preferred Securities Guarantee shall be held by the Preferred Guarantee
Trustee for the benefit of the Holders of the Preferred Securities, and the
Preferred Guarantee Trustee shall not transfer this Preferred Securities
Guarantee to any Person except a Holder of Preferred Securities exercising his
or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee
Trustee on

                                      -6-
   11

acceptance by such Successor Preferred Guarantee Trustee of its appointment to
act as Successor Preferred Guarantee Trustee. The right, title and interest of
the Preferred Guarantee Trustee shall automatically vest in any Successor
Preferred Guarantee Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Preferred Guarantee Trustee.

         (b) If an Event of Default actually known to a Responsible Officer of
the Preferred Guarantee Trustee has occurred and is continuing, the Preferred
Guarantee Trustee shall enforce this Preferred Securities Guarantee for the
benefit of the Holders of the Preferred Securities.

         (c) The Preferred Guarantee Trustee, before the occurrence of any Event
of Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Preferred Securities Guarantee, and no implied covenants shall be read into
this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In
case an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6) and is actually known to a Responsible Officer of the
Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such
of the rights and powers vested in it by this Preferred Securities Guarantee,
and use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

         (d) No provision of this Preferred Securities Guarantee shall be
construed to relieve the Preferred Guarantee Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                   (i) prior to the occurrence of any Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                            (A) the duties and obligations of the Preferred
                  Guarantee Trustee shall be determined solely by the express
                  provisions of this Preferred Securities Guarantee, and the
                  Preferred Guarantee Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Preferred Securities Guarantee, and no
                  implied covenants or obligations shall be read into this
                  Preferred Securities Guarantee against the Preferred Guarantee
                  Trustee; and

                            (B) in the absence of bad faith on the part of the
                  Preferred Guarantee Trustee, the Preferred Guarantee Trustee
                  may conclusively rely, as to the truth of the statements and
                  the correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Preferred Guarantee
                  Trustee and conforming to the requirements of this Preferred
                  Securities Guarantee; but in the case of any such certificates
                  or opinions that by any provision hereof are specifically
                  required to be furnished to the Preferred Guarantee Trustee,
                  the Preferred Guarantee Trustee shall be under a duty to
                  examine the same to determine whether or not they conform to
                  the requirements of this Preferred Securities Guarantee;

                                      -7-
   12

                  (ii) the Preferred Guarantee Trustee shall not be liable for
         any error of judgment made in good faith by a Responsible Officer of
         the Preferred Guarantee Trustee, unless it shall be proved that the
         Preferred Guarantee Trustee was negligent in ascertaining the pertinent
         facts upon which such judgment was made;

                 (iii) the Preferred Guarantee Trustee shall not be liable with
         respect to any action taken or omitted to be taken by it in good faith
         in accordance with the direction of the Holders of not less than a
         Majority in Liquidation Amount of the Preferred Securities relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Preferred Guarantee Trustee, or exercising any trust
         or power conferred upon the Preferred Guarantee Trustee under this
         Preferred Securities Guarantee; and

                  (iv) no provision of this Preferred Securities Guarantee shall
         require the Preferred Guarantee Trustee to expend or risk its own funds
         or otherwise incur personal financial liability in the performance of
         any of its duties or in the exercise of any of its rights or powers, if
         the Preferred Guarantee Trustee shall have reasonable grounds for
         believing that the repayment of such funds or liability is not
         reasonably assured to it under the terms of this Preferred Securities
         Guarantee or indemnity, reasonably satisfactory to the Preferred
         Guarantee Trustee, against such risk or liability is not reasonably
         assured to it.

         Section 3.2. Certain Rights of the Preferred Guarantee Trustee. (a)
Subject to the provisions of Section 3.1:

                   (i) the Preferred Guarantee Trustee may conclusively rely,
         and shall be fully protected in acting or refraining from acting upon,
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document believed by
         it to be genuine and to have been signed, sent or presented by the
         proper party or parties;

                   (ii) any direction or act of the Guarantor contemplated by
         this Preferred Securities Guarantee shall be sufficiently evidenced by
         an Officers' Certificate;

                   (iii) whenever, in the administration of this Preferred
         Securities Guarantee, the Preferred Guarantee Trustee shall deem it
         desirable that a matter be proved or established before taking,
         suffering or omitting any action hereunder, the Preferred Guarantee
         Trustee (unless other evidence is herein specifically prescribed) may,
         in the absence of bad faith on its part, request and conclusively rely
         upon an Officers' Certificate which, upon receipt of such request,
         shall be promptly delivered by the Guarantor;

                   (iv) the Preferred Guarantee Trustee shall have no duty to
         see to any recording, filing or registration of any instrument (or any
         rerecording, refiling or reregistration thereof);

                   (v) the Preferred Guarantee Trustee may consult with counsel,
         and the written advice or opinion of such counsel with respect to legal
         matters shall be full and complete

                                      -8-
   13

         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in accordance with such
         advice or opinion. Such counsel may be counsel to the Guarantor or any
         of its Affiliates and may include any of its employees. The Preferred
         Guarantee Trustee shall have the right at any time to seek instructions
         concerning the administration of this Preferred Securities Guarantee
         from any court of competent jurisdiction;

                   (vi) the Preferred Guarantee Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by this
         Preferred Securities Guarantee at the request or direction of any
         Holder, unless such Holder shall have provided to the Preferred
         Guarantee Trustee such security and indemnity, reasonably satisfactory
         to the Preferred Guarantee Trustee, against the costs, expenses
         (including reasonable attorneys' fees and expenses and the expenses of
         the Preferred Guarantee Trustee's agents, nominees or custodians) and
         liabilities that might be incurred by it in complying with such request
         or direction, including such reasonable advances as may be requested by
         the Preferred Guarantee Trustee; provided that, nothing contained in
         this Section 3.2(a)(vi) shall be taken to relieve the Preferred
         Guarantee Trustee, upon the occurrence and during the continuance of an
         Event of Default, of its obligation to exercise the rights and powers
         vested in it by this Preferred Securities Guarantee;

                   (vii) the Preferred Guarantee Trustee shall not be bound to
         make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document, but the
         Preferred Guarantee Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit;

                   (viii) the Preferred Guarantee Trustee may execute any of the
         trusts or powers hereunder or perform any duties hereunder either
         directly or by or through agents, nominees, custodians or attorneys,
         and the Preferred Guarantee Trustee shall not be responsible for any
         misconduct or negligence on the part of any agent or attorney appointed
         with due care by it hereunder;

                   (ix) no third party shall be required to inquire as to the
         authority of the Preferred Guarantee Trustee to so act or as to its
         compliance with any of the terms and provisions of this Preferred
         Securities Guarantee, both of which shall be conclusively evidenced by
         the Preferred Guarantee Trustee's or its agent's taking such action;

                   (x) whenever in the administration of this Preferred
         Securities Guarantee the Preferred Guarantee Trustee shall deem it
         desirable to receive instructions with respect to enforcing any remedy
         or right or taking any other action hereunder, the Preferred Guarantee
         Trustee (A) may request instructions from the Holders of a Majority in
         Liquidation Amount of the Preferred Securities, (B) may refrain from
         enforcing such remedy or right or taking such other action until such
         instructions are received, and (C) shall be protected in conclusively
         relying on or acting in accordance with such instructions.

                                      -9-
   14

         (b) No provision of this Preferred Securities Guarantee shall be deemed
to impose any duty or obligation on the Preferred Guarantee Trustee to perform
any act or acts or exercise any right, power, duty or obligation conferred or
imposed on it in any jurisdiction in which it shall be illegal, or in which the
Preferred Guarantee Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts or to exercise any such
right, power, duty or obligation. No permissive power or authority available to
the Preferred Guarantee Trustee shall be construed to be a duty.

         Section 3.3. Not Responsible for Recitals or Issuance of Guarantee. The
Recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Preferred Guarantee Trustee does not assume any
responsibility for their correctness. The Preferred Guarantee Trustee makes no
representation as to the validity or sufficiency of this Preferred Securities
Guarantee.

                                   ARTICLE IV

                         THE PREFERRED GUARANTEE TRUSTEE

         Section 4.1. The Preferred Guarantee Trustee; Eligibility. (a) There
shall at all times be a Preferred Guarantee Trustee which shall:

                   (i) not be an Affiliate of the Guarantor; and

                  (ii) be a Person permitted by the Securities and Exchange
         Commission to act as an institutional trustee under the Trust Indenture
         Act, authorized under such laws to exercise corporate trust powers,
         having a combined capital and surplus of at least $50,000,000, and
         subject to supervision or examination by federal, state, territorial or
         District of Columbia authority. If such Person publishes reports of
         condition at least annually, pursuant to law or to the requirements of
         its supervising or examining authority referred to above, then, for the
         purposes of this Section 4.1(a)(ii), the combined capital and surplus
         of such Person shall be deemed to be its combined capital and surplus
         as set forth in its most recent report of condition so published.

         (b) If at any time the Preferred Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2(c).

         (c) If the Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Guarantee Trustee and the Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         Section 4.2. Appointment, Removal and Resignation of the Preferred
Guarantee Trustee. (a) Subject to Section 4.2(b), the Preferred Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor.

                                      -10-
   15

         (b) The Preferred Guarantee Trustee shall not be removed in accordance
with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been
appointed and has accepted such appointment by written instrument executed by
such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

         (c) The Preferred Guarantee Trustee appointed to office shall hold
office until a Successor Preferred Guarantee Trustee shall have been appointed
or until its removal or resignation. The Preferred Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing executed by the Preferred Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Preferred Guarantee Trustee and
delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

         (d) If no Successor Preferred Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 within 60
days after delivery to the Guarantor of an instrument of resignation, the
resigning Preferred Guarantee Trustee may petition any court of competent
jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Preferred Guarantee Trustee.

         (e) No Preferred Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Preferred Guarantee Trustee.

         (f) Upon termination of this Preferred Securities Guarantee or removal
or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2,
the Guarantor shall pay to the Preferred Guarantee Trustee all fees and expenses
accrued to the date of such termination, removal or resignation.

                                    ARTICLE V

                                    GUARANTEE

         Section 5.1. Guarantee. The Guarantor irrevocably and unconditionally
agrees to pay in full to the Holders the Guarantee Payments (without duplication
of amounts theretofore paid by the Trust), as and when due, regardless of any
defense, right of set-off or counterclaim that the Trust may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Trust to pay such amounts to the Holders.

         Section 5.2. Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of this Preferred Securities Guarantee and of any liability
to which it applies or may apply, presentment, demand for payment, any right to
require a proceeding first against the Trust or any other Person before
proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

                                      -11-
   16

         Section 5.3. Obligations not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Preferred Securities Guarantee
shall in no way be affected or impaired by reason of the happening from time to
time of any of the following:

                   (a) the release or waiver, by operation of law or otherwise,
         of the performance or observance by the Trust of any express or implied
         agreement, covenant, term or condition relating to the Preferred
         Securities to be performed or observed by the Trust;

                   (b) the extension of time for the payment by the Trust of all
         or any portion of the Distributions, Redemption Price, Liquidation
         Distribution or any other sums payable under the terms of the Preferred
         Securities or the extension of time for the performance of any other
         obligation under, arising out of, or in connection with, the Preferred
         Securities (other than an extension of time for payment of
         Distributions, Redemption Price, Liquidation Distribution or other sum
         payable that results from the extension of any interest payment period
         on the Debentures or any extension of the maturity date of the
         Debentures permitted by the Indenture);

                   (c) any failure, omission, delay or lack of diligence on the
         part of the Holders to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Holders pursuant to the
         terms of the Preferred Securities, or any action on the part of the
         Trust granting indulgence or extension of any kind;

                   (d) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
         affecting, the Trust or any of the assets of the Trust;

                   (e) any invalidity of, or defect or deficiency in, the
         Preferred Securities;

                   (f) any failure or omission to receive any regulatory
         approval or consent required in connection with the Preferred
         Securities (or the common equity securities issued by the Trust),
         including the failure to receive any approval of the Board of Governors
         of the Federal Reserve System required for the redemption of the
         Preferred Securities;

                   (g) the settlement or compromise of any obligation guaranteed
         hereby or hereby incurred; or

                   (h) any other circumstance whatsoever that might otherwise
         constitute a legal or equitable discharge or defense of a guarantor, it
         being the intent of this Section 5.3 that the obligations of the
         Guarantor hereunder shall be absolute and unconditional under any and
         all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

                                      -12-
   17

         Section 5.4. Rights of the Holders. (a) The Holders of a Majority in
Liquidation Amount of the Preferred Securities have the right to direct the
time, method and place of conducting of any proceeding for any remedy available
to the Preferred Guarantee Trustee in respect of this Preferred Securities
Guarantee or exercising any trust or power conferred upon the Preferred
Guarantee Trustee under this Preferred Securities Guarantee.

         (b) Any Holder of Preferred Securities may institute and prosecute a
legal proceeding directly against the Guarantor to enforce its rights under this
Preferred Securities Guarantee, without first instituting and prosecuting a
legal proceeding against the Trust, the Preferred Guarantee Trustee or any other
Person.

         Section 5.5. Guarantee of Payment. This Preferred Securities Guarantee
creates a guarantee of payment and not of collection.

         Section 5.6. Subrogation. The Guarantor shall be subrogated to all (if
any) rights of the Holders of the Preferred Securities against the Trust in
respect of any amounts paid to such Holders by the Guarantor under this
Preferred Securities Guarantee; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Preferred Securities Guarantee, if, at the time of any such payment,
any amounts are due and unpaid under this Preferred Securities Guarantee. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

         Section 5.7. Independent Obligations. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Trust with
respect to the Preferred Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Preferred Securities Guarantee notwithstanding the occurrence of
any event referred to in subsections (a) through (h), inclusive, of Section 5.3
hereof.

                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         Section 6.1. Limitation on Transactions. So long as any of the
Preferred Securities remain outstanding, if there shall have occurred and Event
of Default under this Preferred Securities Guarantee Agreement, an event of
default under the Trust Agreement or during an Extension Period (as defined in
the Indenture), then (a) neither the Guarantor nor any of its Subsidiaries (as
defined in the Indenture) shall declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock except as
permitted in such circumstances by the Indenture, (b) the Guarantor shall not
make any payment of principal or interest on or repay, repurchase or redeem any
debt securities issued by the Guarantor which rank pari passu with or junior to
the Debentures other than payments under this Preferred Securities Guarantee,
and (c) the Guarantor

                                      -13-
   18

shall not redeem, purchase or acquire less than all of the Outstanding
Debentures or any of the Preferred Securities.

         Section 6.2. Ranking. This Preferred Securities Guarantee will
constitute an unsecured obligation of the Guarantor and will rank (a)
subordinate and junior in right of payment to all Senior Debt, Subordinated Debt
and Additional Senior Obligations (as defined in the Indenture) of the
Guarantor, (b) pari passu with the most senior preferred securities now or
hereafter issued by the Guarantor and with any guarantee now or hereafter
entered into by the Guarantor in respect of any preferred securities of any
Affiliate of the Guarantor, and (c) senior to the Guarantor's common stock.

                                   ARTICLE VII

                                   TERMINATION

         Section 7.1. Termination. This Preferred Securities Guarantee shall
terminate upon (a) full payment of the Redemption Price of all the Preferred
Securities, (b) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Trust, or (c) distribution of the Debentures
to the Holders of the Preferred Securities. Notwithstanding the foregoing, this
Preferred Securities Guarantee shall continue to be effective or shall be
reinstated, as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred Securities
or under this Preferred Securities Guarantee.

                                  ARTICLE VIII

                                 INDEMNIFICATION

         Section 8.1. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Guarantor or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith in
accordance with this Preferred Securities Guarantee and in a manner that such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Preferred Securities Guarantee or
by law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person's negligence or
willful misconduct with respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to the Holders of the Preferred Securities might properly be
paid.

                                      -14-
   19

         Section 8.2. Indemnification. The Guarantor agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Preferred Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1. Successors and Assigns. All guarantees and agreements
contained in this Preferred Securities Guarantee shall bind the successors,
assigns, receivers, trustees and representatives of the Guarantor and shall
inure to the benefit of the Holders of the Preferred Securities then
outstanding.

         Section 9.2. Amendments. Except with respect to any changes that do not
adversely affect the rights of the Holders (in which case no consent of the
Holders will be required), this Preferred Securities Guarantee may only be
amended with the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities. The provisions of Article VI of
the Trust Agreement with respect to meetings of the Holders of the Preferred
Securities apply to the giving of such approval.

         Section 9.3. Notices. All notices provided for in this Preferred
Securities Guarantee shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by registered or certified
mail, as follows:

                   (a) If given to the Preferred Guarantee Trustee, at the
         Preferred Guarantee Trustee's mailing address set forth below (or such
         other address as the Preferred Guarantee Trustee may give notice of to
         the Holders of the Preferred Securities):

                            Wilmington Trust Company
                            Rodney Square North
                            1100 North Market Street
                            Wilmington, Delaware 19890-0001

                            Attention:   Corporate Trust Administration

                   (b) If given to the Guarantor, at the Guarantor's mailing
         address set forth below (or such other address as the Guarantor may
         give notice of to the Holders of the Preferred Securities):

                                      -15-
   20

                            First Busey Corporation
                            201 West Main Street
                            Urbana, Illinois  61801
                            Attention:  Chief Executive Officer

                   (c) If given to any Holder of Preferred Securities, at the
         address set forth on the books and records of the Trust.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

         Section 9.4. Benefit. This Preferred Securities Guarantee is solely for
the benefit of the Holders of the Preferred Securities and, subject to Section
3.1(a), is not separately transferable from the Preferred Securities.

         Section 9.5. Governing Law. This Preferred Securities Guarantee shall
be governed by, and construed and interpreted in accordance with, the laws of
the State of Illinois.

                                       This Preferred Securities Guarantee is
                                         executed as of the day and year first
                                         above written.

                                       FIRST BUSEY CORPORATION, as Guarantor

                                       By:_____________________________________

                                           Douglas C. Mills
                                           Chief Executive Officer and Chairman
                                           of the Board

                                       WILMINGTON TRUST COMPANY, as Preferred
                                         Guarantee Trustee

                                       By:_____________________________________

                                           Name:_______________________________

                                           Title:______________________________

                                      -16-

   1
                                                                     Exhibit 5.1

                        [CHAPMAN AND CUTLER LETTERHEAD]

                                  May 17, 2001

The Board of Directors
First Busey Corporation
201 West Main Street
Urbana, Illinois  61803

         Re:           First Busey Corporation
                    First Busey Capital Trust I
                Registration Statement on Form S-3
             ----------------------------------------

Ladies and Gentlemen:

         We have acted as counsel to First Busey Corporation, a Nevada
corporation (the "Company") and Depositor of First Busey Capital Trust I, a
Delaware statutory business trust (the "Trust"), in connection with the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company and the Trust with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to (i) the proposed issuance by the Trust of $20,000,000 aggregate
Liquidation Amount of the Trust's ____% Cumulative Trust Preferred Securities
due __________, 2031 (the "Preferred Securities") registered under the
Securities Act; (ii) the Company's ___% Subordinated Debentures to be issued by
the Company to the Trust (the "Debentures") registered under the Securities Act;
and (iii) the Company's guarantee (the "Guarantee"), which guarantees the
payment of distributions and payments on liquidation or redemption of the
Preferred Securities as described therein. The Preferred Securities are issuable
under an Amended and Restated Trust Agreement (the "Trust Agreement") to be
entered into between the Company, as Depositor, Wilmington Trust Company, a
Delaware trust company, as Delaware Trustee and as Property Trustee, and Douglas
C. Mills, an individual, Barbara J. Kuhl, an individual, and Barbara J. Jones,
an individual, each an Administrative Trustee; the Debentures are issuable under
an indenture (the "Indenture") to be entered into between the Company and
Wilmington Trust Company, as Trustee; and the Guarantee relates to the Guarantee
Agreement (the "Guarantee Agreement") to be entered into between the Company and
Wilmington Trust Company, as Guarantee Trustee. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to them in the
Trust Agreement, the Indenture and the Guarantee Agreement, as applicable.

         In connection with our rendering the opinions expressed herein, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of: (i) the certificate of trust filed by the Trust with the
Secretary of State of the State of Delaware on May 15, 2001; (ii)

   2
The Board of Directors
First Busey Corporation
May 17, 2001
Page 2

the form of the Trust Agreement; (iii) the form of the Preferred Securities;
(iv) the form of the Guarantee Agreement; (v) the form of the Debentures; (vi)
the form of the Indenture, in each case in the form filed as an exhibit to the
Registration Statement; and (vii) the Registration Statement. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates and records and have
reviewed such questions of law as we have considered necessary and appropriate
for the purposes of our opinions set forth below.

         In rendering our opinions, we have assumed, without investigation, the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company and the
Trust, that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments, that
such agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. In addition, we have assumed that the Trust Agreement, the
Preferred Securities, the Guarantee, the Debentures and the Indenture, when
executed, will be executed in substantially the form reviewed by us. We have
also assumed without verification that, with respect to the minutes of any
meetings of the Board of Directors or any committees thereof of the Company that
we have examined, due notice of the meetings was given or duly waived, the
minutes accurately and completely reflect all actions taken at the meetings and
a quorum was present and acting throughout the meetings. As to questions of fact
material to our opinions, we have relied upon certificates of officers of the
Company and the Trust and of public officials.

         Based on the foregoing, we are of the opinion that:

                   (1) The issuance of the Debentures has been duly authorized
         by all requisite corporate action and, when executed and authenticated
         as specified in the Indenture and delivered and paid for in the manner
         described in the Registration Statement, the Debentures will constitute
         valid and binding obligations of the Company, enforceable against the
         Company in accordance with their terms.

                   (2) The Guarantee has been duly authorized by all requisite
         corporate action and, when duly executed as specified in the Guarantee
         Agreement and delivered in the manner described in the Registration
         Statement, the Guarantee will constitute the valid and binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms.

         The opinions set forth above are subject to the following
qualifications and exceptions:

   3
The Board of Directors
First Busey Corporation
May 17, 2001
Page 3

         The enforceability of the operative documents, or any provision
thereof, may be limited by and/or subject to bankruptcy (including, without
limitation, executory contracts provisions), insolvency, reorganization,
receivership, moratorium, fraudulent conveyance or transfer, or other laws
affecting the rights and remedies of creditors generally, or similar federal or
state laws, by general equitable principles, by rules of law governing specific
performance, appointment of receivers, injunctive relief and other equitable
remedies, and by remedies or the exercise of certain rights including, without
limitation, commercial reasonableness or conscionability, reasonable notice of
disposition, specific performance, or enforcement, limitation on sale or
encumbrance provisions, waivers or eliminations of rights such as statutory
rights of redemption, or of jury trial, separation or aggregation of property at
foreclosure or enforced sale, application of sale or judgment proceeds, and
multiplicity, inconsistency, waiver or omission or delay in the enforcement of
remedies.

         We are licensed to practice law only in the State of Illinois.

         With respect to matter of Delaware trust law, we are relying upon the
opinion of Richards, Layton & Finger, P.A., Wilmington, Delaware, special
counsel to the Company and the Trust.

         The opinions expressed above concern only the effect of laws as now in
effect and are rendered as of the date hereof. We undertake no, and hereby
disclaim any, obligation to revise or supplement this opinion should such laws
be changed by legislative action, judicial decision, or otherwise after the date
of this opinion, or if we become aware of any facts that might change the
opinions expressed above after the date of this letter.

         This opinion letter is limited to the matters stated herein and no
opinions may be implied or inferred beyond the matters expressly stated herein.

         We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the caption
"Legal Matters" contained in the Prospectus included therein.

                                                  Very truly yours,

                                                  CHAPMAN AND CUTLER

SDarcy/MBoba

   1
                                                                     EXHIBIT 5.2

                     [RICHARDS, LAYTONS FINGER LETTERHEAD]

                                  May 16, 2001

First Busey Corporation
201 West Main Street
Urbana, Illinois 61801

          Re: First Busey Capital Trust I

Ladies and Gentlemen:

          We have acted as special Delaware counsel for First Busey Capital
Trust I, a Delaware business trust (the "Trust"), in connection with the matters
set forth herein. At your request, this opinion is being furnished to you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a) The Certificate of Trust of the Trust (the "Certificate of
Trust"), as filed with the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on May 15, 2001;

          (b) The Trust Agreement of the Trust, dated as of May 15, 2001 (the
"Original Trust Agreement"), between First Busey Corporation, a Nevada
corporation (the "Company") and Chase Manhattan Bank USA, National Association,
as trustee;

          (c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus"), relating to the
Trust Preferred Securities of the Trust representing preferred undivided
beneficial interests in the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), to be filed by the Company and the
Trust with the Securities and Exchange Commission on or about May 17, 2001.

   2

First Busey Corporation
May 16, 2001
Page 2

          (d) A form of Amended and Restated Trust Agreement for the Trust, to
be entered into between the Company and the trustees of the Trust named therein
(including the Exhibits thereto) (together with the Original Trust Agreement,
the "Trust Agreement"), to be filed as an exhibit to the Registration Statement;
and

          (e) A Certificate of Good Standing for the Trust, dated May 16, 2001,
obtained from the Secretary of State.

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate of Trust will be in full force and effect and will not be amended,
(ii) except to the extent provided in paragraph 1 below, the due organization or
due formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) that each of the
parties to the documents examined by us has the power and authority to execute
and deliver, and to perform its obligations under, such documents, (v) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (vi) the receipt by each Person to whom a Preferred Security is
to be issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the payment for
such Preferred Security, in accordance with the Trust Agreement and the
Registration Statement, and any related registration statement filed pursuant to
Rule 462(b) (a "Rule 462(b) Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), and (vii) that the Preferred Securities
are authenticated, issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Registration Statement and any Rule
462(b) Registration Statement. We have

   3

First Busey Corporation
May 16, 2001
Page 3

not participated in the preparation of the Registration Statement or the
Prospectus and assume no responsibility for their contents.

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del.
C.ss.3801, et. seq.

          2. The Preferred Securities of the Trust, including any Preferred
Securities issued or sold under any Rule 462(b) Registration Statement, will
represent valid and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable beneficial interests in the assets of the
Trust.

          3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus and any supplements thereto and to incorporation by reference of this
opinion into any Rule 462(b) Registration Statement. In giving the foregoing
consents, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                   Very truly yours,

                                   Richards, Layton & Finger, P.A.

EAM/gmh

   1
                                                                     EXHIBIT 8.1

                         [CHAPMAN AND CUTLER LETTERHEAD]

                                  May 15, 2001

The Board of Directors
First Busey Corporation
201 West Main Street
Urbana, Illinois  61801

         Re:                  Registration Statement on Form S-3
                      Tax Opinion Regarding Certain Federal Income Tax
                         Consequences of the Purchase, Ownership and
                  Disposition of the Cumulative Trust Preferred Securities
                         to be Issued by First Busey Capital Trust I
                  --------------------------------------------------------

Ladies and Gentlemen:

         We have acted as special counsel to First Busey Corporation, a Nevada
corporation (the "Company"), and Depositor of First Busey Capital Trust I, a
Delaware statutory business trust (the "Trust"), in connection with the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company and the Trust with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to (i) the proposed issuance by the Trust of $20,000,000 aggregate
Liquidation Amount of the Trust's Cumulative Trust Preferred Securities due
__________, 2031 (the "Preferred Securities") registered under the Securities
Act; (ii) the Company's Subordinated Debentures to be issued by the Company to
the Trust (the "Debentures") registered under the Securities Act; and (iii) the
Company's guarantee (the "Guarantee"), which guarantees the payment of
distributions and payments on liquidation or redemption of the Preferred
Securities as described therein. The Preferred Securities are issuable under an
Amended and Restated Trust Agreement (the "Trust Agreement") to be entered into
between the Company, as Depositor, Wilmington Trust Company, a Delaware trust
company, as Delaware Trustee and as Property Trustee, and Douglas C. Mills, an
individual, Barbara J. Kuhl, an individual, and Barbara J. Jones, an individual,
each an Administrative Trustee; the Debentures are issuable under an indenture
(the "Indenture") to be entered into between the Company and Wilmington Trust
Company, as Trustee; and the Guarantee relates to the Guarantee Agreement (the
"Guarantee Agreement") to be entered into between the Company and Wilmington
Trust Company, as Guarantee Trustee. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Trust
Agreement, the Indenture and the Guarantee Agreement, as applicable. All

   2
The Board of Directors
First Busey Corporation
May 15, 2001
Page 2

capitalized terms used in this opinion letter and not otherwise defined herein
have the same meaning as set forth in the Registration Statement.

         In rendering our opinion, we have reviewed various documents relating
to the Preferred Securities, the Trust and the Debentures. In our examination,
we have assumed the genuiness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents. We have further assumed that each of the parties to each of the
documents, certificates, letters of representation or other similar materials
relating, directly or indirectly, to the issuance of the Preferred Securities
(the "Transaction Documents") and the Debentures and the creation of the Trust
has and will fully comply with all of its obligations thereunder without
amendment or waiver, and that there are not, and will not be any, arrangements,
understandings or agreements among any of the parties relating to the issuance
of the Preferred Securities or the Debentures and the creation of the Trust
other than those expressly set forth in the Transaction Documents.

         Based on the foregoing, we are of the opinion that, under existing
United States Federal income tax law as of the date hereof, assuming the
accuracy of the aforementioned representations and assumptions on the date
hereof as well as continuing satisfaction of such representations and
assumptions, although there is no definitive authority on the facts presented
here (i) the Debentures will be treated as indebtedness for United States
Federal income tax purposes and (ii) the Trust will be classified for United
States Federal income tax purposes as a grantor trust and not as an association
taxable as a corporation and, accordingly, each owner of Preferred Securities
will be treated as owning an undivided interest in the Debentures. Furthermore,
the summary of the United States Federal income tax consequences to the owners
of the Preferred Securities set forth under the heading "MATERIAL FEDERAL INCOME
TAX CONSEQUENCES" in the Registration Statement is materially correct.

         Our opinion is based on the Internal Revenue Code of 1986, the
regulations promulgated thereunder and other relevant authorities and law, all
as in effect on the date hereof. Consequently, future changes in the Internal
Revenue Code of 1986, the regulations promulgated thereunder and other relevant
authorities and law may cause the tax treatment of the Preferred Securities, the
Debentures and the Trust to be materially different from that described above.
Our opinion represents only our legal judgment and, unlike a tax ruling, is
binding neither on the Internal Revenue Service nor a court of law, and has no
official status of any kind. The Internal Revenue Service or a court of law
could disagree with the opinions expressed herein.

   3
The Board of Directors
First Busey Corporation
May 15, 2001
Page 3

         This opinion, as qualified and limited herein, is strictly limited to
the characterization of the Debentures and the Preferred Securities and the
classification of the Trust for United States Federal income tax purposes, and
we express no opinion with respect to any other considerations which may arise
relating to the Preferred Securities, the Debentures or the Trust, any other
taxes or any other matters arising under United States Federal, state, local or
foreign law.

         This opinion is solely for the benefit of the above-named addressees,
and any subsequent holder of Preferred Securities, and only relates to the
aforementioned Preferred Securities, the Debentures and the Trust, and may not
be relied upon by any other person in any manner whatsoever. This opinion should
not be quoted in whole or in part or otherwise referred to, or relied upon, nor
be filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.

                                                   Respectfully submitted,

                                                   CHAPMAN AND CUTLER

JDBerry/MCBoba
   1

                                                                   EXHIBIT 12.1

FIRST BUSEY CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES(4):

                                                       AS OF AND FOR THE     AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                                                         THREE MONTHS
                                                             ENDED
                                                           MARCH 31,
                                                        2001      2000      2000     1999      1998      1997      1996
- --------------------------------------------------------------------------------------------------------------------------
                                                                                              
INCOME BEFORE INCOME TAXES                                6,432     5,566   21,290    17,950    16,503    14,750   13,047
PLUS:
  INTEREST                                               13,581    11,465   50,476    34,920    32,975    31,119   30,033
  OCCUPANCY EXPENSE                                         802       725    3,115     2,690     2,497     2,225    1,936
                                                      --------------------------------------------------------------------
     EARNINGS                                            20,815    17,756   74,881    55,560    51,975    48,094   45,016
                                                      ====================================================================

INTEREST                                                 13,581    11,465   50,476    34,920    32,975    31,119   30,033
OCCUPANCY EXPENSE                                           802       725    3,115     2,690     2,497     2,225    1,936
                                                      --------------------------------------------------------------------
     FIXED CHARGES                                       14,383    12,190   53,591    37,610    35,472    33,344   31,969
                                                      ====================================================================

RATIO OF EARNINGS TO FIXED CHARGES, INCLUDING
   DEPOSIT INTEREST                                        1.45      1.46     1.40      1.48      1.47      1.44     1.41
                                                      ====================================================================

INCOME BEFORE INCOME TAXES                                6,432     5,566   21,290    17,950    16,503    14,750   13,047
PLUS:
  INTEREST, NON DEPOSIT                                   1,554     2,005    8,190     3,835     2,333     1,117    1,323
  OCCUPANCY EXPENSE                                         802       725    3,115     2,690     2,497     2,225    1,936
                                                      --------------------------------------------------------------------
     EARNINGS                                             8,788     8,296   32,595    24,475    21,333    18,092   16,306
                                                      ====================================================================

INTEREST, NON DEPOSIT                                     1,554     2,005    8,190     3,835     2,333     1,117    1,323
OCCUPANCY EXPENSE                                           802       725    3,115     2,690     2,497     2,225    1,936
                                                      --------------------------------------------------------------------
     FIXED CHARGES                                        2,356     2,730   11,305     6,525     4,830     3,342    3,259
                                                      ====================================================================

RATIO OF EARNINGS TO FIXED CHARGES, EXCLUDING
   DEPOSIT INTEREST                                        3.73      3.04     2.88      3.75      4.42      5.41     5.00
                                                      ====================================================================

   1
                                                                   EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in the Prospectus forming a
part of the Registration Statement on Form S-3 filed by First Busey Corporation
and First Busey Capital Trust I of our report dated February 8, 2001, on our
audit of the consolidated statements of financial position of First Busey
Corporation and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 2000, included in the Annual
Report to stockholders and incorporated by reference in the December 31, 2000
Form 10-K of First Busey Corporation and to the reference to our firm under the
heading "Experts" in the Prospectus/Registration Statement.

                                             /s/ McGLADREY & PULLEN, LLP

McGLADREY & PULLEN, LLP
Champaign, Illinois
May 16, 2001

   1
                                                                    EXHIBIT 25.1

                                Registration No.:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

         Delaware                                       51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                             First Busey Corporation
               (Exact name of obligor as specified in its charter)

            Nevada                                       37-1078406
  (State of incorporation)                  (I.R.S. employer identification no.)

 201 West Main Street, Urbana, Illinois                     61801
(Address of principal executive offices)                  (Zip Code)

             __% Subordinated Debentures of First Busey Corporation
                       (Title of the indenture securities)

   2
ITEM 1.  GENERAL INFORMATION.

               Furnish the following information as to the trustee:

         (a)   Name and address of each examining or supervising authority to
               which it is subject.

               Federal Deposit Insurance Co.       State Bank Commissioner
               Five Penn Center                    Dover, Delaware
               Suite #2901
               Philadelphia, PA

         (b)   Whether it is authorized to exercise corporate trust powers.

               The trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

               If the obligor is an affiliate of the trustee, describe each
         affiliation:

               Based upon an examination of the books and records of the trustee
         and upon information furnished by the obligor, the obligor is not an
         affiliate of the trustee.

ITEM 3.  LIST OF EXHIBITS.

               List below all exhibits filed as part of this Statement of
         Eligibility and Qualification.

         A.    Copy of the Charter of Wilmington Trust Company, which includes
               the certificate of authority of Wilmington Trust Company to
               commence business and the authorization of Wilmington Trust
               Company to exercise corporate trust powers.
         B.    Copy of By-Laws of Wilmington Trust Company.
         C.    Consent of Wilmington Trust Company required by Section 321(b) of
               Trust Indenture Act.
         D.    Copy of most recent Report of Condition of Wilmington Trust
               Company.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 16th day
of May, 2001.

                                               WILMINGTON TRUST COMPANY
[SEAL]

Attest:  /s/ [Assistant Secretary]             By:  /s/ Donald G. MacKelcan
       --------------------------                 ----------------------------
       Assistant Secretary                     Name: Donald G. MacKelcan
                                               Title: Vice President

   3

                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

     Wilmington Trust Company, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "Wilmington Trust Company" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

     First: - The name of this corporation is Wilmington Trust Company.

     Second: - The location of its principal office in the State of Delaware is
     at Rodney Square North, in the City of Wilmington, County of New Castle;
     the name of its resident agent is Wilmington Trust Company whose address is
     Rodney Square North, in said City. In addition to such principal office,
     the said corporation maintains and operates branch offices in the City of
     Newark, New Castle County, Delaware, the Town of Newport, New Castle
     County, Delaware, at Claymont, New Castle County, Delaware, at Greenville,
     New Castle County Delaware, and at Milford Cross Roads, New Castle County,
     Delaware, and shall be empowered to open, maintain and operate branch
     offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
     Street, and 3605 Market Street, all in the City of Wilmington, New Castle
     County, Delaware, and such other branch offices or places of business as
     may be authorized from time to time by the agency or agencies of the
     government of the State of Delaware empowered

   4

     to confer such authority.

     Third: - (a) The nature of the business and the objects and purposes
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1) To sue and be sued, complain and defend in any Court of law or
          equity and to make and use a common seal, and alter the seal at
          pleasure, to hold, purchase, convey, mortgage or otherwise deal in
          real and personal estate and property, and to appoint such officers
          and agents as the business of the Corporation shall require, to make
          by-laws not inconsistent with the Constitution or laws of the United
          States or of this State, to discount bills, notes or other evidences
          of debt, to receive deposits of money, or securities for money, to buy
          gold and silver bullion and foreign coins, to buy and sell bills of
          exchange, and generally to use, exercise and enjoy all the powers,
          rights, privileges and franchises incident to a corporation which are
          proper or necessary for the transaction of the business of the
          Corporation hereby created.

          (2) To insure titles to real and personal property, or any estate or
          interests therein, and to guarantee the holder of such property, real
          or personal, against any claim or claims, adverse to his interest
          therein, and to prepare and give certificates of title for any lands
          or premises in the State of Delaware, or elsewhere.

          (3) To act as factor, agent, broker or attorney in the receipt,
          collection, custody, investment and management of funds, and the
          purchase, sale, management and disposal of property of all
          descriptions, and to prepare and execute all papers which may be
          necessary or proper in such business.

          (4) To prepare and draw agreements, contracts, deeds, leases,
          conveyances, mortgages, bonds and legal papers of every description,
          and to carry on the business of conveyancing in all its branches.

          (5) To receive upon deposit for safekeeping money, jewelry, plate,
          deeds, bonds and any and all other personal property of every sort and
          kind, from executors, administrators, guardians, public officers,
          courts, receivers, assignees, trustees, and from all fiduciaries, and
          from all other persons and individuals, and from all corporations
          whether state, municipal, corporate or private, and to rent boxes,
          safes, vaults and other receptacles for such property.

          (6) To act as agent or otherwise for the purpose of registering,
          issuing, certificating, countersigning, transferring or underwriting
          the stock, bonds or other obligations of any corporation, association,
          state or municipality, and may

   5

          receive and manage any sinking fund therefor on such terms as may be
          agreed upon between the two parties, and in like manner may act as
          Treasurer of any corporation or municipality.

          (7) To act as Trustee under any deed of trust, mortgage, bond or other
          instrument issued by any state, municipality, body politic,
          corporation, association or person, either alone or in conjunction
          with any other person or persons, corporation or corporations.

          (8) To guarantee the validity, performance or effect of any contract
          or agreement, and the fidelity of persons holding places of
          responsibility or trust; to become surety for any person, or persons,
          for the faithful performance of any trust, office, duty, contract or
          agreement, either by itself or in conjunction with any other person,
          or persons, corporation, or corporations, or in like manner become
          surety upon any bond, recognizance, obligation, judgment, suit, order,
          or decree to be entered in any court of record within the State of
          Delaware or elsewhere, or which may now or hereafter be required by
          any law, judge, officer or court in the State of Delaware or
          elsewhere.

          (9) To act by any and every method of appointment as trustee, trustee
          in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
          administrator, guardian, bailee, or in any other trust capacity in the
          receiving, holding, managing, and disposing of any and all estates and
          property, real, personal or mixed, and to be appointed as such
          trustee, trustee in bankruptcy, receiver, assignee, assignee in
          bankruptcy, executor, administrator, guardian or bailee by any
          persons, corporations, court, officer, or authority, in the State of
          Delaware or elsewhere; and whenever this Corporation is so appointed
          by any person, corporation, court, officer or authority such trustee,
          trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
          executor, administrator, guardian, bailee, or in any other trust
          capacity, it shall not be required to give bond with surety, but its
          capital stock shall be taken and held as security for the performance
          of the duties devolving upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
          of its powers hereby given, or for the performance of any of the
          duties which it may undertake or be called upon to perform, or for the
          assumption of any responsibility the said Corporation may be entitled
          to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
          shares of capital stock, and other securities, obligations, contracts
          and evidences of indebtedness, of any private, public or municipal
          corporation within and without the State of Delaware, or of the
          Government of the United States, or of any state, territory, colony,
          or possession thereof, or of any foreign government or country;

   6

          to receive, collect, receipt for, and dispose of interest, dividends
          and income upon and from any of the bonds, mortgages, debentures,
          notes, shares of capital stock, securities, obligations, contracts,
          evidences of indebtedness and other property held and owned by it, and
          to exercise in respect of all such bonds, mortgages, debentures,
          notes, shares of capital stock, securities, obligations, contracts,
          evidences of indebtedness and other property, any and all the rights,
          powers and privileges of individual owners thereof, including the
          right to vote thereon; to invest and deal in and with any of the
          moneys of the Corporation upon such securities and in such manner as
          it may think fit and proper, and from time to time to vary or realize
          such investments; to issue bonds and secure the same by pledges or
          deeds of trust or mortgages of or upon the whole or any part of the
          property held or owned by the Corporation, and to sell and pledge such
          bonds, as and when the Board of Directors shall determine, and in the
          promotion of its said corporate business of investment and to the
          extent authorized by law, to lease, purchase, hold, sell, assign,
          transfer, pledge, mortgage and convey real and personal property of
          any name and nature and any estate or interest therein.

     (b) In furtherance of, and not in limitation, of the powers conferred by
     the laws of the State of Delaware, it is hereby expressly provided that the
     said Corporation shall also have the following powers:

          (1) To do any or all of the things herein set forth, to the same
          extent as natural persons might or could do, and in any part of the
          world.

          (2) To acquire the good will, rights, property and franchises and to
          undertake the whole or any part of the assets and liabilities of any
          person, firm, association or corporation, and to pay for the same in
          cash, stock of this Corporation, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part of
          any business so acquired, and to exercise all the powers necessary or
          convenient in and about the conduct and management of such business.

          (3) To take, hold, own, deal in, mortgage or otherwise lien, and to
          lease, sell, exchange, transfer, or in any manner whatever dispose of
          property, real, personal or mixed, wherever situated.

          (4) To enter into, make, perform and carry out contracts of every kind
          with any person, firm, association or corporation, and, without limit
          as to amount, to draw, make, accept, endorse, discount, execute and
          issue promissory notes, drafts, bills of exchange, warrants, bonds,
          debentures, and other negotiable or transferable instruments.

          (5) To have one or more offices, to carry on all or any of its
          operations and businesses, without restriction to the same extent as
          natural persons might or

   7

          could do, to purchase or otherwise acquire, to hold, own, to mortgage,
          sell, convey or otherwise dispose of, real and personal property, of
          every class and description, in any State, District, Territory or
          Colony of the United States, and in any foreign country or place.

          (6) It is the intention that the objects, purposes and powers
          specified and clauses contained in this paragraph shall (except where
          otherwise expressed in said paragraph) be nowise limited or restricted
          by reference to or inference from the terms of any other clause of
          this or any other paragraph in this charter, but that the objects,
          purposes and powers specified in each of the clauses of this paragraph
          shall be regarded as independent objects, purposes and powers.

     Fourth: - (a) The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is forty-one million (41,000,000)
     shares, consisting of:

          (1) One million (1,000,000) shares of Preferred stock, par value
          $10.00 per share (hereinafter referred to as "Preferred Stock"); and

          (2) Forty million (40,000,000) shares of Common Stock, par value $1.00
          per share (hereinafter referred to as "Common Stock").

     (b) Shares of Preferred Stock may be issued from time to time in one or
     more series as may from time to time be determined by the Board of
     Directors each of said series to be distinctly designated. All shares of
     any one series of Preferred Stock shall be alike in every particular,
     except that there may be different dates from which dividends, if any,
     thereon shall be cumulative, if made cumulative. The voting powers and the
     preferences and relative, participating, optional and other special rights
     of each such series, and the qualifications, limitations or restrictions
     thereof, if any, may differ from those of any and all other series at any
     time outstanding; and, subject to the provisions of subparagraph 1 of
     Paragraph (c) of this Article Fourth, the Board of Directors of the
     Corporation is hereby expressly granted authority to fix by resolution or
     resolutions adopted prior to the issuance of any shares of a particular
     series of Preferred Stock, the voting powers and the designations,
     preferences and relative, optional and other special rights, and the
     qualifications, limitations and restrictions of such series, including, but
     without limiting the generality of the foregoing, the following:

          (1) The distinctive designation of, and the number of shares of
          Preferred Stock which shall constitute such series, which number may
          be increased (except where otherwise provided by the Board of
          Directors) or decreased (but not below the number of shares thereof
          then outstanding) from time to time by like action of the Board of
          Directors;

          (2) The rate and times at which, and the terms and conditions on
          which, dividends, if any, on Preferred Stock of such series shall be
          paid, the extent of the

   8

          preference or relation, if any, of such dividends to the dividends
          payable on any other class or classes, or series of the same or other
          class of stock and whether such dividends shall be cumulative or
          non-cumulative;

          (3) The right, if any, of the holders of Preferred Stock of such
          series to convert the same into or exchange the same for, shares of
          any other class or classes or of any series of the same or any other
          class or classes of stock of the Corporation and the terms and
          conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
          redemption, and the redemption price or prices and the time or times
          at which, and the terms and conditions on which, Preferred Stock of
          such series may be redeemed.

          (5) The rights, if any, of the holders of Preferred Stock of such
          series upon the voluntary or involuntary liquidation, merger,
          consolidation, distribution or sale of assets, dissolution or
          winding-up, of the Corporation.

          (6) The terms of the sinking fund or redemption or purchase account,
          if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
          Preferred Stock which may, without limiting the generality of the
          foregoing include the right, voting as a series or by itself or
          together with other series of Preferred Stock or all series of
          Preferred Stock as a class, to elect one or more directors of the
          Corporation if there shall have been a default in the payment of
          dividends on any one or more series of Preferred Stock or under such
          circumstances and on such conditions as the Board of Directors may
          determine.

     (c) (1) After the requirements with respect to preferential dividends on
     the Preferred Stock (fixed in accordance with the provisions of section (b)
     of this Article Fourth), if any, shall have been met and after the
     Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts (fixed in accordance with the provisions of section (b)
     of this Article Fourth), and subject further to any conditions which may be
     fixed in accordance with the provisions of section (b) of this Article
     Fourth, then and not otherwise the holders of Common Stock shall be
     entitled to receive such dividends as may be declared from time to time by
     the Board of Directors.

          (2) After distribution in full of the preferential amount, if any,
          (fixed in accordance with the provisions of section (b) of this
          Article Fourth), to be distributed to the holders of Preferred Stock
          in the event of voluntary or involuntary liquidation, distribution or
          sale of assets, dissolution or winding-up, of the Corporation, the
          holders of the Common Stock shall be entitled to receive all of the
          remaining assets of the Corporation, tangible and intangible, of

   9

          whatever kind available for distribution to stockholders ratably in
          proportion to the number of shares of Common Stock held by them
          respectively.

          (3) Except as may otherwise be required by law or by the provisions of
          such resolution or resolutions as may be adopted by the Board of
          Directors pursuant to section (b) of this Article Fourth, each holder
          of Common Stock shall have one vote in respect of each share of Common
          Stock held on all matters voted upon by the stockholders.

     (d) No holder of any of the shares of any class or series of stock or of
     options, warrants or other rights to purchase shares of any class or series
     of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

     (e) The relative powers, preferences and rights of each series of Preferred
     Stock in relation to the relative powers, preferences and rights of each
     other series of Preferred Stock shall, in each case, be as fixed from time
     to time by the Board of Directors in the resolution or resolutions adopted
     pursuant to authority granted in section (b) of this Article Fourth and the
     consent, by class or series vote or otherwise, of the holders of such of
     the series of Preferred Stock as are from time to time outstanding shall
     not be required for the issuance by the Board of Directors of any other
     series of Preferred Stock whether or not the powers, preferences and rights
     of such other series shall be fixed by the Board of Directors as senior to,
     or on a parity with, the powers, preferences and rights of such outstanding
     series, or any of them; provided, however, that the Board of Directors may
     provide in the resolution or resolutions as to any series of Preferred
     Stock adopted pursuant to section (b) of this Article Fourth that the
     consent of the holders of a majority (or such greater proportion as shall
     be therein fixed) of the outstanding shares of such series voting thereon
     shall be required for the issuance of any or all other series of Preferred
     Stock.

     (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

   10
     (g) Shares of Common Stock may be issued from time to time as the Board of
     Directors of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (h) The authorized amount of shares of Common Stock and of Preferred Stock
     may, without a class or series vote, be increased or decreased from time to
     time by the affirmative vote of the holders of a majority of the stock of
     the Corporation entitled to vote thereon.

     Fifth: - (a) The business and affairs of the Corporation shall be conducted
     and managed by a Board of Directors. The number of directors constituting
     the entire Board shall be not less than five nor more than twenty-five as
     fixed from time to time by vote of a majority of the whole Board, provided,
     however, that the number of directors shall not be reduced so as to shorten
     the term of any director at the time in office, and provided further, that
     the number of directors constituting the whole Board shall be twenty-four
     until otherwise fixed by a majority of the whole Board.

     (b) The Board of Directors shall be divided into three classes, as nearly
     equal in number as the then total number of directors constituting the
     whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

     (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) cast at a meeting of the
     stockholders called for that purpose.

     (d) Nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall

   11

     be made by notice in writing, delivered or mailed by first class United
     States mail, postage prepaid, to the Secretary of the Corporation not less
     than 14 days nor more than 50 days prior to any meeting of the stockholders
     called for the election of directors; provided, however, that if less than
     21 days' notice of the meeting is given to stockholders, such written
     notice shall be delivered or mailed, as prescribed, to the Secretary of the
     Corporation not later than the close of the seventh day following the day
     on which notice of the meeting was mailed to stockholders. Notice of
     nominations which are proposed by the Board of Directors shall be given by
     the Chairman on behalf of the Board.

     (e) Each notice under subsection (d) shall set forth (i) the name, age,
     business address and, if known, residence address of each nominee proposed
     in such notice, (ii) the principal occupation or employment of such nominee
     and (iii) the number of shares of stock of the Corporation which are
     beneficially owned by each such nominee.

     (f) The Chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that a nomination was not made in accordance with
     the foregoing procedure, and if he should so determine, he shall so declare
     to the meeting and the defective nomination shall be disregarded.

     (g) No action required to be taken or which may be taken at any annual or
     special meeting of stockholders of the Corporation may be taken without a
     meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

     Sixth: - The Directors shall choose such officers, agents and servants as
     may be provided in the By-Laws as they may from time to time find necessary
     or proper.

     Seventh: - The Corporation hereby created is hereby given the same powers,
     rights and privileges as may be conferred upon corporations organized under
     the Act entitled "An Act Providing a General Corporation Law", approved
     March 10, 1899, as from time to time amended.

     Eighth: - This Act shall be deemed and taken to be a private Act.

     Ninth: - This Corporation is to have perpetual existence.

     Tenth: - The Board of Directors, by resolution passed by a majority of the
     whole Board, may designate any of their number to constitute an Executive
     Committee, which Committee, to the extent provided in said resolution, or
     in the By-Laws of the Company, shall have and may exercise all of the
     powers of the Board of Directors in the management of the business and
     affairs of the Corporation, and shall have power to authorize the seal of
     the Corporation to be affixed to all papers which may require it.

     Eleventh: - The private property of the stockholders shall not be liable
     for the payment

   12

     of corporate debts to any extent whatever.

     Twelfth: - The Corporation may transact business in any part of the world.

     Thirteenth: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

     Fourteenth: - Meetings of the Directors may be held outside of the State of
     Delaware at such places as may be from time to time designated by the
     Board, and the Directors may keep the books of the Company outside of the
     State of Delaware at such places as may be from time to time designated by
     them.

     Fifteenth: - (a) (1) In addition to any affirmative vote required by law,
     and except as otherwise expressly provided in sections (b) and (c) of this
     Article Fifteenth:

          (A) any merger or consolidation of the Corporation or any Subsidiary
          (as hereinafter defined) with or into (i) any Interested Stockholder
          (as hereinafter defined) or (ii) any other corporation (whether or not
          itself an Interested Stockholder), which, after such merger or
          consolidation, would be an Affiliate (as hereinafter defined) of an
          Interested Stockholder, or

          (B) any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          to or with any Interested Stockholder or any Affiliate of any
          Interested Stockholder of any assets of the Corporation or any
          Subsidiary having an aggregate fair market value of $1,000,000 or
          more, or

          (C) the issuance or transfer by the Corporation or any Subsidiary (in
          one transaction or a series of related transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Stockholder or
          any Affiliate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) having an
          aggregate fair market value of $1,000,000 or more, or

          (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation, or

          (E) any reclassification of securities (including any reverse stock
          split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          similar transaction (whether or not

   13

          with or into or otherwise involving an Interested Stockholder) which
          has the effect, directly or indirectly, of increasing the
          proportionate share of the outstanding shares of any class of equity
          or convertible securities of the Corporation or any Subsidiary which
          is directly or indirectly owned by any Interested Stockholder, or any
          Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

                    (2) The term "business combination" as used in this Article
                    Fifteenth shall mean any transaction which is referred to
                    in any one or more of clauses (A) through (E) of paragraph
                    1 of the section (a).

          (b) The provisions of section (a) of this Article Fifteenth shall not
          be applicable to any particular business combination and such business
          combination shall require only such affirmative vote as is required
          by law and any other provisions of the Charter or Act of
          Incorporation or By-Laws if such business combination has been
          approved by a majority of the whole Board.

          (c) For the purposes of this Article Fifteenth:

     (1) A "person" shall mean any individual, firm, corporation or other
     entity.

     (2) "Interested Stockholder" shall mean, in respect of any business
     combination, any person (other than the Corporation or any Subsidiary) who
     or which as of the record date for the determination of stockholders
     entitled to notice of and to vote on such business combination, or
     immediately prior to the consummation of any such transaction:

          (A) is the beneficial owner, directly or indirectly, of more than 10%
          of the Voting Shares, or

          (B) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner, directly or indirectly,
          of not less than 10% of the then outstanding voting Shares, or

          (C) is an assignee of or has otherwise succeeded in any share of
          capital stock of the Corporation which were at any time within two
          years prior thereto beneficially owned by any Interested Stockholder,
          and such assignment or succession shall have occurred in the course of
          a transaction or series of

   14

          transactions not involving a public offering within the meaning of the
          Securities Act of 1933.

     (3)  A person shall be the "beneficial owner" of any Voting Shares:

          (A) which such person or any of its Affiliates and Associates (as
          hereafter defined) beneficially own, directly or indirectly, or

          (B) which such person or any of its Affiliates or Associates has (i)
          the right to acquire (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion
          rights, exchange rights, warrants or options, or otherwise, or (ii)
          the right to vote pursuant to any agreement, arrangement or
          understanding, or

          (C) which are beneficially owned, directly or indirectly, by any other
          person with which such first mentioned person or any of its Affiliates
          or Associates has any agreement, arrangement or understanding for the
          purpose of acquiring, holding, voting or disposing of any shares of
          capital stock of the Corporation.

     (4)  The outstanding Voting Shares shall include shares deemed owned
     through application of paragraph (3) above but shall not include any other
     Voting Shares which may be issuable pursuant to any agreement, or upon
     exercise of conversion rights, warrants or options or otherwise.

     (5)  "Affiliate" and "Associate" shall have the respective meanings given
     those terms in Rule 12b-2 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on December 31, 1981.

     (6)  "Subsidiary" shall mean any corporation of which a majority of any
     class of equity security (as defined in Rule 3a11-1 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, as in effect on
     December 31, 1981) is owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the definition of Investment
     Stockholder set forth in paragraph (2) of this section (c), the term
     "Subsidiary" shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.

          (d) majority of the directors shall have the power and duty to
          determine for the purposes of this Article Fifteenth on the basis of
          information known to them, (1) the number of Voting Shares
          beneficially owned by any person (2) whether a person is an Affiliate
          or Associate of another, (3) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred
          to in paragraph (3) of section (c), or (4) whether the assets subject
          to any business combination or the consideration received for the
          issuance or transfer of

   15

          securities by the Corporation, or any Subsidiary has an aggregate fair
          market value of $1,000,000 or more.

          (e) Nothing contained in this Article Fifteenth shall be construed to
          relieve any Interested Stockholder from any fiduciary obligation
          imposed by law.

     Sixteenth: Notwithstanding any other provision of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or
     Sixteenth of this Charter or Act of Incorporation.

     Seventeenth: (a) a Director of this Corporation shall not be liable to the
     Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
          adversely affect any right or protection of a Director of the
          Corporation existing hereunder with respect to any act or omission
          occurring prior to the time of such repeal or modification."

   16
                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000

   17

                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

     Section 1. The Annual Meeting of Stockholders shall be held on the third
Thursday in April each year at the principal office at the Company or at such
other date, time, or place as may be designated by resolution by the Board of
Directors.

     Section 2. Special meetings of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

     Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

     Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

     Section 1. The authorized number of directors that shall constitute the
Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

     Section 2. Except as provided in these Bylaws or as otherwise required by
law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty-nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the

   18

termination of his or her services in that office for any reason.

     Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

     Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

     Section 5. The Board of Directors shall meet at the principal office of the
Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

     Section 6. Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board of Directors or by the President, and shall be
called upon the written request of a majority of the directors.

     Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

     Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 9. In the event of the death, resignation, removal, inability to
act, or disqualification of any director, the Board of Directors, although less
than a quorum, shall have the right to elect the successor who shall hold office
for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

     Section 10. The Board of Directors at its first meeting after its election
by the stockholders shall appoint an Executive Committee, a Trust Committee, an
Audit Committee and a Compensation Committee, and shall elect from its own
members a Chairman of the Board of Directors and a President who may be the same
person. The Board of Directors shall also elect at such meeting a Secretary and
a Treasurer, who may be the same person, may appoint at any time such other
committees and elect or appoint such other officers as it may deem advisable.
The Board of Directors may also elect at such meeting one or more Associate
Directors.

     Section 11. The Board of Directors may at any time remove, with or without
cause, any member of any Committee appointed by it or any associate director or
officer elected by it

   19

and may appoint or elect his successor.

     Section 12. The Board of Directors may designate an officer to be in charge
of such of the departments or divisions of the Company as it may deem advisable.

                                   ARTICLE III
                                   COMMITTEES

     Section 1. Executive Committee

          (A) The Executive Committee shall be composed of not more than nine
members who shall be selected by the Board of Directors from its own members and
who shall hold office during the pleasure of the Board.

          (B) The Executive Committee shall have all the powers of the Board of
Directors when it is not in session to transact all business for and in behalf
of the Company that may be brought before it.

          (C) The Executive Committee shall meet at the principal office of the
Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Executive
Committee or at the call of the Chairman of the Board of Directors. The majority
of its members shall be necessary to constitute a quorum for the transaction of
business. Special meetings of the Executive Committee may be held at any time
when a quorum is present.

          (D) Minutes of each meeting of the Executive Committee shall be kept
and submitted to the Board of Directors at its next meeting.

          (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

          (F) In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of the Company by
its directors and officers as contemplated by these By-Laws any two available
members of the Executive Committee as constituted immediately prior to such
disaster shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
provisions of Article III of these By-Laws; and if less than three members of
the Trust Committee is constituted immediately prior to such disaster shall be
available for

   20

the transaction of its business, such Executive Committee shall also be
empowered to exercise all of the powers reserved to the Trust Committee under
Article III Section 2 hereof. In the event of the unavailability, at such time,
of a minimum of two members of such Executive Committee, any three available
directors shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
foregoing provisions of this Section. This By-Law shall be subject to
implementation by Resolutions of the Board of Directors presently existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementary
Resolutions shall be suspended during such a disaster period until it shall be
determined by any interim Executive Committee acting under this section that it
shall be to the advantage of the Company to resume the conduct and management of
its affairs and business under all of the other provisions of these By-Laws.

     Section 2. Audit Committee

          (A) The Audit Committee shall be composed of five members who shall be
selected by the Board of Directors from its own members, none of whom shall be
an officer of the Company, and shall hold office at the pleasure of the Board.

          (B) The Audit Committee shall have general supervision over the Audit
Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Division, review all reports of examination of the
Company made by any governmental agency or such independent auditor employed for
that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever the majority
of its members shall deem it to be proper for the transaction of its business,
and a majority of its Committee shall constitute a quorum.

     Section 3. Compensation Committee

          (A) The Compensation Committee shall be composed of not more than five
(5) members who shall be selected by the Board of Directors from its own members
who are not officers of the Company and who shall hold office during the
pleasure of the Board.

          (B) The Compensation Committee shall in general advise upon all
matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters,

   21

including salaries and employee benefits and specifically shall administer the
Executive Incentive Compensation Plan.

          (C) Meetings of the Compensation Committee may be called at any time
by the Chairman of the Compensation Committee, the Chairman of the Board of
Directors, or the President of the Company.

     Section 4. Associate Directors

          (A) Any person who has served as a director may be elected by the
Board of Directors as an associate director, to serve during the pleasure of the
Board.

          (B) An associate director shall be entitled to attend all directors
meetings and participate in the discussion of all matters brought to the Board,
with the exception that he would have no right to vote. An associate director
will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

     Section 5. Absence or Disqualification of Any Member of a Committee

          (A) In the absence or disqualification of any member of any Committee
created under Article III of the By-Laws of this Company, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

                                   ARTICLE IV
                                    OFFICERS

     Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

     Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board
of Directors shall preside at all meetings of the Board of Directors at which
the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time

   22

confer and direct.

     Section 3. The President shall have the powers and duties pertaining to the
office of the President conferred or imposed upon him by statute or assigned to
him by the Board of Directors. In the absence of the Chairman of the Board the
President shall have the powers and duties of the Chairman of the Board.

     Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

     Section 5. There may be one or more Vice Presidents, however denominated by
the Board of Directors, who may at any time perform all the duties of the
Chairman of the Board of Directors and/or the President and such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
and by the officer in charge of the department or division to which they are
assigned.

     Section 6. The Secretary shall attend to the giving of notice of meetings
of the stockholders and the Board of Directors, as well as the Committees
thereof, to the keeping of accurate minutes of all such meetings and to
recording the same in the minute books of the Company. In addition to the other
notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

     Section 7. The Treasurer shall have general supervision over all assets and
liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

     Section 8. There may be a Controller who shall exercise general supervision
over the internal operations of the Company, including accounting, and shall
render to the Board of Directors at appropriate times a report relating to the
general condition and internal operations of the Company.

   23

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. The officer designated by the Board of Directors to be in charge
of the Audit Division of the Company with such title as the Board of Directors
shall prescribe, shall report to and be directly responsible only to the Board
of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

     Section 10. There may be one or more officers, subordinate in rank to all
Vice Presidents with such functional titles as shall be determined from time to
time by the Board of Directors, who shall ex officio hold the office Assistant
Secretary of this Company and who may perform such duties as may be prescribed
by the officer in charge of the department or division to whom they are
assigned.

     Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

     Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

     Section 2. Certificates of stock shall bear the signature of the President
or any Vice President, however denominated by the Board of Directors and
countersigned by the Secretary or Treasurer or an Assistant Secretary, and the
seal of the corporation shall be engraved thereon. Each certificate shall recite
that the stock represented thereby is transferrable only upon the books of the
Company by the holder thereof or his attorney, upon surrender of the certificate
properly endorsed. Any certificate of stock surrendered to the Company shall be
cancelled at the time of transfer, and before a new certificate or certificates
shall be issued in lieu thereof. Duplicate certificates of stock shall be issued
only upon giving such security as may be satisfactory to the Board of Directors
or the Executive Committee.

     Section 3. The Board of Directors of the Company is authorized to fix in
advance a

   24

record date for the determination of the stockholders entitled to notice of, and
to vote at, any meeting of stockholders and any adjournment thereof, or entitled
to receive payment of any dividend, or to any allotment or rights, or to
exercise any rights in respect of any change, conversion or exchange of capital
stock, or in connection with obtaining the consent of stockholders for any
purpose, which record date shall not be more than 60 nor less than 10 days
proceeding the date of any meeting of stockholders or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

     Section 1. The corporate seal of the Company shall be in the following
form:

                  Between two concentric circles the words
                  "Wilmington Trust Company" within the inner circle
                  the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   FISCAL YEAR

     Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     Section 1. The Chairman of the Board, the President or any Vice President,
however denominated by the Board of Directors, shall have full power and
authority to enter into, make, sign, execute, acknowledge and/or deliver and the
Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity

   25

as though expressly authorized by the Board of Directors and/or the Executive
Committee.

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION

     Section 1. (A) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

                (B) The Corporation shall pay the expenses incurred in defending
any proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a Director or officer in his capacity as a
Director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Director or officer to repay
all amounts advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or otherwise.

   26

                (C) If a claim for indemnification or payment of expenses, under
this Article X is not paid in full within ninety days after a written claim
therefor has been received by the Corporation the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification of payment of expenses under
applicable law.

                (D) The rights conferred on any person by this Article X shall
not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Charter or Act of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

                (E) Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

     Section 1. These By-Laws may be altered, amended or repealed, in whole or
in part, and any new By-Law or By-Laws adopted at any regular or special meeting
of the Board of Directors by a vote of the majority of all the members of the
Board of Directors then in office.

   27
                                                                       EXHIBIT C

                             SECTION 321(b) CONSENT

     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                              WILMINGTON TRUST COMPANY

Dated:  May 16, 2001                          By: /s/ Donald G. MacKelcan
       ---------------------------            ----------------------------------
                                              Name: Donald G. MacKelcan
                                              Title: Vice President

   28
                                                                       EXHIBIT D

                                     NOTICE

               This form is intended to assist state nonmember banks and savings
               banks with state publication requirements. It has not been
               approved by any state banking authorities. Refer to your
               appropriate state banking authorities for your state publication
               requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

    WILMINGTON TRUST COMPANY          of    WILMINGTON
- -------------------------------------    ----------------
         Name of Bank                         City

in the State of   DELAWARE  , at the close of business on December 31, 2000.
                ------------

ASSETS
                                                                                               Thousands of dollars
                                                                                                       
Cash and balances due from depository institutions:
                           Noninterest-bearing balances and currency and coins.........................     218,332
                                  Interest-bearing balances............................................           0
Held-to-maturity securities............................................................................      19,838
Available-for-sale securities..........................................................................   1,378,378
Federal funds sold and securities purchased under agreements to resell.................................     463,241
Loans and lease financing receivables:
                           Loans and leases, net of unearned income............. 4,724,939
                           LESS: Allowance for loan and lease losses...........     70,118
                           LESS: Allocated transfer risk reserve...............          0
                           Loans and leases, net of unearned income, allowance, and reserve............   4,654,821
Assets held in trading accounts........................................................................           0
Premises and fixed assets (including capitalized leases)...............................................     124,599
Other real estate owned................................................................................         661
Investments in unconsolidated subsidiaries and associated companies....................................       1,697
Customers' liability to this bank on acceptances outstanding...........................................           0
Intangible assets......................................................................................       4,727
Other assets...........................................................................................     133,523
Total assets...........................................................................................   6,999,817

                                                          CONTINUED ON NEXT PAGE

   29

                                                                                                       
LIABILITIES

Deposits:
In domestic offices....................................................................................   5,238,186
                                    Noninterest-bearing ...............      988,834
                                    Interest-bearing...................    4,249,352
Federal funds purchased and Securities sold under agreements to repurchase.............................     404,964
Demand notes issued to the U.S. Treasury...............................................................      30,757
Trading liabilities (from Schedule RC-D)...............................................................           0
Other borrowed money:..................................................................................     ///////
                                     With original maturity of one year or less........................     662,000
                                     With original maturity of more than one year......................      43,000
Bank's liability on acceptances executed and outstanding...............................................           0
Subordinated notes and debentures......................................................................           0
Other liabilities (from Schedule RC-G).................................................................    139, 606
Total liabilities......................................................................................   6,518,513

EQUITY CAPITAL

Perpetual preferred stock and related surplus..........................................................           0
Common Stock...........................................................................................         500
Surplus (exclude all surplus related to preferred stock)...............................................      62,118
Undivided profits and capital reserves.................................................................     423,463
Net unrealized holding gains (losses) on available-for-sale securities.................................      (4,777)
Total equity capital...................................................................................     481,304
Total liabilities, limited-life preferred stock, and equity capital....................................   6,999,817

   1

                                                                   EXHIBIT 25.2

                                Registration No.:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)__

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

        Delaware                                                 51-0055023
(State of incorporation)                                      (I.R.S. employer
                                                             identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                           First Busey Capital Trust I
               (Exact name of obligor as specified in its charter)

        Delaware                                        applied for
(State of incorporation)                    (I.R.S. employer identification no.)

 201 West Main Street, Urbana, Illinois                                  61801
(Address of principal executive offices)                              (Zip Code)

    __% Cumulative Trust Preferred Securities of First Busey Capital Trust I
                       (Title of the indenture securities)

                                      -1-

   2

ITEM 1.   GENERAL INFORMATION.

               Furnish the following information as to the trustee:

          (a)  Name and address of each examining or supervising authority
               to which it is subject.

               Federal Deposit Insurance Co.        State Bank Commissioner
               Five Penn Center                     Dover, Delaware
               Suite #2901
               Philadelphia, PA

          (b)  Whether it is authorized to exercise corporate trust powers.

               The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

               If the obligor is an affiliate of the trustee, describe each
affiliation:

               Based upon an examination of the books and records of the
          trustee and upon information furnished by the obligor, the obligor
          is not an affiliate of the trustee.

ITEM 3.   LIST OF EXHIBITS.

               List below all exhibits filed as part of this Statement of
          Eligibility and Qualification.

          A.   Copy of the Charter of Wilmington Trust Company, which includes
               the certificate of authority of Wilmington Trust Company to
               commence business and the authorization of Wilmington Trust
               Company to exercise corporate trust powers.
          B.   Copy of By-Laws of Wilmington Trust Company.
          C.   Consent of Wilmington Trust Company required by Section 321(b)
               of Trust Indenture Act.
          D.   Copy of most recent Report of Condition of Wilmington Trust
               Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 16th day
of May, 2001.

                                           WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Assistant Secretary            By:   /s/ Donald G. MacKelcan
       ---------------------------             -------------------------------
       Assistant Secretary                 Name: Donald G. MacKelcan
                                           Title: Vice President

   3

                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

     Wilmington Trust Company, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "Wilmington Trust Company" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

     First: - The name of this corporation is Wilmington Trust Company.

     Second: - The location of its principal office in the State of Delaware is
          at Rodney Square North, in the City of Wilmington, County of New
     Castle; the name of its resident agent is Wilmington Trust Company whose
     address is Rodney Square North, in said City. In addition to such principal
     office, the said corporation maintains and operates branch offices in the
     City of Newark, New Castle County, Delaware, the Town of Newport, New
     Castle County, Delaware, at Claymont, New Castle County, Delaware, at
     Greenville, New Castle County Delaware, and at Milford Cross Roads, New
     Castle County, Delaware, and shall be empowered to open, maintain and
     operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue,
     2120 Market Street, and 3605 Market Street, all in the City of Wilmington,
     New Castle County, Delaware, and such other branch offices or places of
     business as may be authorized from time to time by the agency or agencies
     of the government of the State of Delaware empowered
     to confer such authority.
   4

     Third: - (a) The nature of the business and the objects and purpose
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1) To sue and be sued, complain and defend in any Court of law or
          equity and to make and use a common seal, and alter the seal at
          pleasure, to hold, purchase, convey, mortgage or otherwise deal in
          real and personal estate and property, and to appoint such officers
          and agents as the business of the Corporation shall require, to make
          by-laws not inconsistent with the Constitution or laws of the United
          States or of this State, to discount bills, notes or other evidences
          of debt, to receive deposits of money, or securities for money, to buy
          gold and silver bullion and foreign coins, to buy and sell bills of
          exchange, and generally to use, exercise and enjoy all the powers,
          rights, privileges and franchises incident to a corporation which are
          proper or necessary for the transaction of the business of the
          Corporation hereby created.

          (2) To insure titles to real and personal property, or any estate or
          interests therein, and to guarantee the holder of such property, real
          or personal, against any claim or claims, adverse to his interest
          therein, and to prepare and give certificates of title for any lands
          or premises in the State of Delaware, or elsewhere.

          (3) To act as factor, agent, broker or attorney in the receipt,
          collection, custody, investment and management of funds, and the
          purchase, sale, management and disposal of property of all
          descriptions, and to prepare and execute all papers which may be
          necessary or proper in such business.

          (4) To prepare and draw agreements, contracts, deeds, leases,
          conveyances, mortgages, bonds and legal papers of every description,
          and to carry on the business of conveyancing in all its branches.

          (5) To receive upon deposit for safekeeping money, jewelry, plate,
          deeds, bonds and any and all other personal property of every sort and
          kind, from executors, administrators, guardians, public officers,
          courts, receivers, assignees, trustees, and from all fiduciaries, and
          from all other persons and individuals, and from all corporations
          whether state, municipal, corporate or private, and to rent boxes,
          safes, vaults and other receptacles for such property.

          (6) To act as agent or otherwise for the purpose of registering,
          issuing, certificating, countersigning, transferring or underwriting
          the stock, bonds or other obligations of any corporation, association,
          state or municipality, and may

   5

          receive and manage any sinking fund therefor on such terms as may be
          agreed upon between the two parties, and in like manner may act as
          Treasurer of any corporation or municipality.

          (7) To act as Trustee under any deed of trust, mortgage, bond or other
          instrument issued by any state, municipality, body politic,
          corporation, association or person, either alone or in conjunction
          with any other person or persons, corporation or corporations.

          (8) To guarantee the validity, performance or effect of any contract
          or agreement, and the fidelity of persons holding places of
          responsibility or trust; to become surety for any person, or persons,
          for the faithful performance of any trust, office, duty, contract or
          agreement, either by itself or in conjunction with any other person,
          or persons, corporation, or corporations, or in like manner become
          surety upon any bond, recognizance, obligation, judgment, suit, order,
          or decree to be entered in any court of record within the State of
          Delaware or elsewhere, or which may now or hereafter be required by
          any law, judge, officer or court in the State of Delaware or
          elsewhere.

          (9) To act by any and every method of appointment as trustee, trustee
          in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
          administrator, guardian, bailee, or in any other trust capacity in the
          receiving, holding, managing, and disposing of any and all estates and
          property, real, personal or mixed, and to be appointed as such
          trustee, trustee in bankruptcy, receiver, assignee, assignee in
          bankruptcy, executor, administrator, guardian or bailee by any
          persons, corporations, court, officer, or authority, in the State of
          Delaware or elsewhere; and whenever this Corporation is so appointed
          by any person, corporation, court, officer or authority such trustee,
          trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
          executor, administrator, guardian, bailee, or in any other trust
          capacity, it shall not be required to give bond with surety, but its
          capital stock shall be taken and held as security for the performance
          of the duties devolving upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
          of its powers hereby given, or for the performance of any of the
          duties which it may undertake or be called upon to perform, or for the
          assumption of any responsibility the said Corporation may be entitled
          to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
          shares of capital stock, and other securities, obligations, contracts
          and evidences of indebtedness, of any private, public or municipal
          corporation within and without the State of Delaware, or of the
          Government of the United States, or of any state, territory, colony,
          or possession thereof, or of any foreign government or country;

   6

          to receive, collect, receipt for, and dispose of interest, dividends
          and income upon and from any of the bonds, mortgages, debentures,
          notes, shares of capital stock, securities, obligations, contracts,
          evidences of indebtedness and other property held and owned by it, and
          to exercise in respect of all such bonds, mortgages, debentures,
          notes, shares of capital stock, securities, obligations, contracts,
          evidences of indebtedness and other property, any and all the rights,
          powers and privileges of individual owners thereof, including the
          right to vote thereon; to invest and deal in and with any of the
          moneys of the Corporation upon such securities and in such manner as
          it may think fit and proper, and from time to time to vary or realize
          such investments; to issue bonds and secure the same by pledges or
          deeds of trust or mortgages of or upon the whole or any part of the
          property held or owned by the Corporation, and to sell and pledge such
          bonds, as and when the Board of Directors shall determine, and in the
          promotion of its said corporate business of investment and to the
          extent authorized by law, to lease, purchase, hold, sell, assign,
          transfer, pledge, mortgage and convey real and personal property of
          any name and nature and any estate or interest therein.

     (b) In furtherance of, and not in limitation, of the powers conferred by
     the laws of the State of Delaware, it is hereby expressly provided that the
     said Corporation shall also have the following powers:

          (1) To do any or all of the things herein set forth, to the same
          extent as natural persons might or could do, and in any part of the
          world.

          (2) To acquire the good will, rights, property and franchises and to
          undertake the whole or any part of the assets and liabilities of any
          person, firm, association or corporation, and to pay for the same in
          cash, stock of this Corporation, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part of
          any business so acquired, and to exercise all the powers necessary or
          convenient in and about the conduct and management of such business.

          (3) To take, hold, own, deal in, mortgage or otherwise lien, and to
          lease, sell, exchange, transfer, or in any manner whatever dispose of
          property, real, personal or mixed, wherever situated.

          (4) To enter into, make, perform and carry out contracts of every kind
          with any person, firm, association or corporation, and, without limit
          as to amount, to draw, make, accept, endorse, discount, execute and
          issue promissory notes, drafts, bills of exchange, warrants, bonds,
          debentures, and other negotiable or transferable instruments.

          (5) To have one or more offices, to carry on all or any of its
          operations and businesses, without restriction to the same extent as
          natural persons might or

   7

          could do, to purchase or otherwise acquire, to hold, own, to mortgage,
          sell, convey or otherwise dispose of, real and personal property, of
          every class and description, in any State, District, Territory or
          Colony of the United States, and in any foreign country or place.

          (6) It is the intention that the objects, purposes and powers
          specified and clauses contained in this paragraph shall (except where
          otherwise expressed in said paragraph) be nowise limited or restricted
          by reference to or inference from the terms of any other clause of
          this or any other paragraph in this charter, but that the objects,
          purposes and powers specified in each of the clauses of this paragraph
          shall be regarded as independent objects, purposes and powers.

     Fourth: - (a) The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is forty-one million (41,000,000)
     shares, consisting of:

          (1) One million (1,000,000) shares of Preferred stock, par value
          $10.00 per share (hereinafter referred to as "Preferred Stock"); and

          (2) Forty million (40,000,000) shares of Common Stock, par value $1.00
          per share (hereinafter referred to as "Common Stock").

     (b) Shares of Preferred Stock may be issued from time to time in one or
     more series as may from time to time be determined by the Board of
     Directors each of said series to be distinctly designated. All shares of
     any one series of Preferred Stock shall be alike in every particular,
     except that there may be different dates from which dividends, if any,
     thereon shall be cumulative, if made cumulative. The voting powers and the
     preferences and relative, participating, optional and other special rights
     of each such series, and the qualifications, limitations or restrictions
     thereof, if any, may differ from those of any and all other series at any
     time outstanding; and, subject to the provisions of subparagraph 1 of
     Paragraph (c) of this Article Fourth, the Board of Directors of the
     Corporation is hereby expressly granted authority to fix by resolution or
     resolutions adopted prior to the issuance of any shares of a particular
     series of Preferred Stock, the voting powers and the designations,
     preferences and relative, optional and other special rights, and the
     qualifications, limitations and restrictions of such series, including, but
     without limiting the generality of the foregoing, the following:

          (1) The distinctive designation of, and the number of shares of
          Preferred Stock which shall constitute such series, which number may
          be increased (except where otherwise provided by the Board of
          Directors) or decreased (but not below the number of shares thereof
          then outstanding) from time to time by like action of the Board of
          Directors;

          (2) The rate and times at which, and the terms and conditions on
          which, dividends, if any, on Preferred Stock of such series shall be
          paid, the extent of the

   8

          preference or relation, if any, of such dividends to the dividends
          payable on any other class or classes, or series of the same or other
          class of stock and whether such dividends shall be cumulative or
          non-cumulative;

          (3) The right, if any, of the holders of Preferred Stock of such
          series to convert the same into or exchange the same for, shares of
          any other class or classes or of any series of the same or any other
          class or classes of stock of the Corporation and the terms and
          conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
          redemption, and the redemption price or prices and the time or times
          at which, and the terms and conditions on which, Preferred Stock of
          such series may be redeemed.

          (5) The rights, if any, of the holders of Preferred Stock of such
          series upon the voluntary or involuntary liquidation, merger,
          consolidation, distribution or sale of assets, dissolution or
          winding-up, of the Corporation.

          (6) The terms of the sinking fund or redemption or purchase account,
          if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
          Preferred Stock which may, without limiting the generality of the
          foregoing include the right, voting as a series or by itself or
          together with other series of Preferred Stock or all series of
          Preferred Stock as a class, to elect one or more directors of the
          Corporation if there shall have been a default in the payment of
          dividends on any one or more series of Preferred Stock or under such
          circumstances and on such conditions as the Board of Directors may
          determine.

     (c) (1) After the requirements with respect to preferential dividends on
     the Preferred Stock (fixed in accordance with the provisions of section (b)
     of this Article Fourth), if any, shall have been met and after the
     Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts (fixed in accordance with the provisions of section (b)
     of this Article Fourth), and subject further to any conditions which may be
     fixed in accordance with the provisions of section (b) of this Article
     Fourth, then and not otherwise the holders of Common Stock shall be
     entitled to receive such dividends as may be declared from time to time by
     the Board of Directors.

          (2) After distribution in full of the preferential amount, if any,
          (fixed in accordance with the provisions of section (b) of this
          Article Fourth), to be distributed to the holders of Preferred Stock
          in the event of voluntary or involuntary liquidation, distribution or
          sale of assets, dissolution or winding-up, of the Corporation, the
          holders of the Common Stock shall be entitled to receive all of the
          remaining assets of the Corporation, tangible and intangible, of

   9

          whatever kind available for distribution to stockholders ratably in
          proportion to the number of shares of Common Stock held by them
          respectively.

          (3) Except as may otherwise be required by law or by the provisions of
          such resolution or resolutions as may be adopted by the Board of
          Directors pursuant to section (b) of this Article Fourth, each holder
          of Common Stock shall have one vote in respect of each share of Common
          Stock held on all matters voted upon by the stockholders.

     (d) No holder of any of the shares of any class or series of stock or of
     options, warrants or other rights to purchase shares of any class or series
     of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

     (e) The relative powers, preferences and rights of each series of Preferred
     Stock in relation to the relative powers, preferences and rights of each
     other series of Preferred Stock shall, in each case, be as fixed from time
     to time by the Board of Directors in the resolution or resolutions adopted
     pursuant to authority granted in section (b) of this Article Fourth and the
     consent, by class or series vote or otherwise, of the holders of such of
     the series of Preferred Stock as are from time to time outstanding shall
     not be required for the issuance by the Board of Directors of any other
     series of Preferred Stock whether or not the powers, preferences and rights
     of such other series shall be fixed by the Board of Directors as senior to,
     or on a parity with, the powers, preferences and rights of such outstanding
     series, or any of them; provided, however, that the Board of Directors may
     provide in the resolution or resolutions as to any series of Preferred
     Stock adopted pursuant to section (b) of this Article Fourth that the
     consent of the holders of a majority (or such greater proportion as shall
     be therein fixed) of the outstanding shares of such series voting thereon
     shall be required for the issuance of any or all other series of Preferred
     Stock.

     (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

   10

     (g) Shares of Common Stock may be issued from time to time as the Board of
     Directors of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (h) The authorized amount of shares of Common Stock and of Preferred Stock
     may, without a class or series vote, be increased or decreased from time to
     time by the affirmative vote of the holders of a majority of the stock of
     the Corporation entitled to vote thereon.

     Fifth: - (a) The business and affairs of the Corporation shall be conducted
     and managed by a Board of Directors. The number of directors constituting
     the entire Board shall be not less than five nor more than twenty-five as
     fixed from time to time by vote of a majority of the whole Board, provided,
     however, that the number of directors shall not be reduced so as to shorten
     the term of any director at the time in office, and provided further, that
     the number of directors constituting the whole Board shall be twenty-four
     until otherwise fixed by a majority of the whole Board.

     (b) The Board of Directors shall be divided into three classes, as nearly
     equal in number as the then total number of directors constituting the
     whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

     (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) cast at a meeting of the
     stockholders called for that purpose.

     (d) Nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall

   11

     be made by notice in writing, delivered or mailed by first class United
     States mail, postage prepaid, to the Secretary of the Corporation not less
     than 14 days nor more than 50 days prior to any meeting of the stockholders
     called for the election of directors; provided, however, that if less than
     21 days' notice of the meeting is given to stockholders, such written
     notice shall be delivered or mailed, as prescribed, to the Secretary of the
     Corporation not later than the close of the seventh day following the day
     on which notice of the meeting was mailed to stockholders. Notice of
     nominations which are proposed by the Board of Directors shall be given by
     the Chairman on behalf of the Board.

     (e) Each notice under subsection (d) shall set forth (i) the name, age,
     business address and, if known, residence address of each nominee proposed
     in such notice, (ii) the principal occupation or employment of such nominee
     and (iii) the number of shares of stock of the Corporation which are
     beneficially owned by each such nominee.

     (f) The Chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that a nomination was not made in accordance with
     the foregoing procedure, and if he should so determine, he shall so declare
     to the meeting and the defective nomination shall be disregarded.

     (g) No action required to be taken or which may be taken at any annual or
     special meeting of stockholders of the Corporation may be taken without a
     meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

     Sixth: - The Directors shall choose such officers, agents and servants as
     may be provided in the By-Laws as they may from time to time find necessary
     or proper.

     Seventh: - The Corporation hereby created is hereby given the same powers,
     rights and privileges as may be conferred upon corporations organized under
     the Act entitled "An Act Providing a General Corporation Law", approved
     March 10, 1899, as from time to time amended.

     Eighth: - This Act shall be deemed and taken to be a private Act.

     Ninth: - This Corporation is to have perpetual existence.

     Tenth: - The Board of Directors, by resolution passed by a majority of the
     whole Board, may designate any of their number to constitute an Executive
     Committee, which Committee, to the extent provided in said resolution, or
     in the By-Laws of the Company, shall have and may exercise all of the
     powers of the Board of Directors in the management of the business and
     affairs of the Corporation, and shall have power to authorize the seal of
     the Corporation to be affixed to all papers which may require it.

     Eleventh: - The private property of the stockholders shall not be liable
     for the payment of corporate debts to any extent whatever.
   12

     Twelfth: - The Corporation may transact business in any part of the world.

     Thirteenth: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

     Fourteenth: - Meetings of the Directors may be held outside of the State of
     Delaware at such places as may be from time to time designated by the
     Board, and the Directors may keep the books of the Company outside of the
     State of Delaware at such places as may be from time to time designated by
     them.

     Fifteenth: - (a) (1) In addition to any affirmative vote required by law,
     and except as otherwise expressly provided in sections (b) and (c) of this
     Article Fifteenth:

          (A) any merger or consolidation of the Corporation or any Subsidiary
          (as hereinafter defined) with or into (i) any Interested Stockholder
          (as hereinafter defined) or (ii) any other corporation (whether or not
          itself an Interested Stockholder), which, after such merger or
          consolidation, would be an Affiliate (as hereinafter defined) of an
          Interested Stockholder, or

          (B) any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          to or with any Interested Stockholder or any Affiliate of any
          Interested Stockholder of any assets of the Corporation or any
          Subsidiary having an aggregate fair market value of $1,000,000 or
          more, or

          (C) the issuance or transfer by the Corporation or any Subsidiary (in
          one transaction or a series of related transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Stockholder or
          any Affiliate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) having an
          aggregate fair market value of $1,000,000 or more, or

          (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation, or

          (E) any reclassification of securities (including any reverse stock
          split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          similar transaction (whether or not

   13

          with or into or otherwise involving an Interested Stockholder) which
          has the effect, directly or indirectly, of increasing the
          proportionate share of the outstanding shares of any class of equity
          or convertible securities of the Corporation or any Subsidiary which
          is directly or indirectly owned by any Interested Stockholder, or any
          Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

               (2) The term "business combination" as used in this Article
               Fifteenth shall mean any transaction which is referred to in any
               one or more of clauses (A) through (E) of paragraph 1 of the
               section (a).

          (b) The provisions of section (a) of this Article Fifteenth shall not
          be applicable to any particular business combination and such business
          combination shall require only such affirmative vote as is required by
          law and any other provisions of the Charter or Act of Incorporation or
          By-Laws if such business combination has been approved by a majority
          of the whole Board.

          (c) For the purposes of this Article Fifteenth:

     (1) A "person" shall mean any individual, firm, corporation or other
     entity.

     (2) "Interested Stockholder" shall mean, in respect of any business
     combination, any person (other than the Corporation or any Subsidiary) who
     or which as of the record date for the determination of stockholders
     entitled to notice of and to vote on such business combination, or
     immediately prior to the consummation of any such transaction:

          (A) is the beneficial owner, directly or indirectly, of more than 10%
          of the Voting Shares, or

          (B) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner, directly or indirectly,
          of not less than 10% of the then outstanding voting Shares, or

          (C) is an assignee of or has otherwise succeeded in any share of
          capital stock of the Corporation which were at any time within two
          years prior thereto beneficially owned by any Interested Stockholder,
          and such assignment or succession shall have occurred in the course of
          a transaction or series of

   14

          transactions not involving a public offering within the meaning of the
          Securities Act of 1933.

     (3) A person shall be the "beneficial owner" of any Voting Shares:

          (A) which such person or any of its Affiliates and Associates (as
          hereafter defined) beneficially own, directly or indirectly, or

          (B) which such person or any of its Affiliates or Associates has (i)
          the right to acquire (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion
          rights, exchange rights, warrants or options, or otherwise, or (ii)
          the right to vote pursuant to any agreement, arrangement or
          understanding, or

          (C) which are beneficially owned, directly or indirectly, by any other
          person with which such first mentioned person or any of its Affiliates
          or Associates has any agreement, arrangement or understanding for the
          purpose of acquiring, holding, voting or disposing of any shares of
          capital stock of the Corporation.

     (4) The outstanding Voting Shares shall include shares deemed owned through
     application of paragraph (3) above but shall not include any other Voting
     Shares which may be issuable pursuant to any agreement, or upon exercise of
     conversion rights, warrants or options or otherwise.

     (5) "Affiliate" and "Associate" shall have the respective meanings given
     those terms in Rule 12b-2 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on December 31, 1981.

     (6) "Subsidiary" shall mean any corporation of which a majority of any
     class of equity security (as defined in Rule 3a11-1 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, as in effect on
     December 31, 1981) is owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the definition of Investment
     Stockholder set forth in paragraph (2) of this section (c), the term
     "Subsidiary" shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.

          (d) majority of the directors shall have the power and duty to
          determine for the purposes of this Article Fifteenth on the basis of
          information known to them, (1) the number of Voting Shares
          beneficially owned by any person (2) whether a person is an Affiliate
          or Associate of another, (3) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred
          to in paragraph (3) of section (c), or (4) whether the assets subject
          to any business combination or the consideration received for the
          issuance or transfer of

   15

          securities by the Corporation, or any Subsidiary has an aggregate fair
          market value of $1,000,000 or more.

          (e) Nothing contained in this Article Fifteenth shall be construed to
          relieve any Interested Stockholder from any fiduciary obligation
          imposed by law.

     Sixteenth: Notwithstanding any other provision of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or
     Sixteenth of this Charter or Act of Incorporation.

     Seventeenth: (a) a Director of this Corporation shall not be liable to the
     Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
          adversely affect any right or protection of a Director of the
          Corporation existing hereunder with respect to any act or omission
          occurring prior to the time of such repeal or modification."

   16

                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000

   17

                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

     Section 1. The Annual Meeting of Stockholders shall be held on the third
Thursday in April each year at the principal office at the Company or at such
other date, time, or place as may be designated by resolution by the Board of
Directors.

     Section 2. Special meetings of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

     Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

     Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

     Section 1. The authorized number of directors that shall constitute the
Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

     Section 2. Except as provided in these Bylaws or as otherwise required by
law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty-nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the termination of his or her services
in that office for any reason.
   18

     Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

     Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

     Section 5. The Board of Directors shall meet at the principal office of the
Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

     Section 6. Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board of Directors or by the President, and shall be
called upon the written request of a majority of the directors.

     Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

     Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 9. In the event of the death, resignation, removal, inability to
act, or disqualification of any director, the Board of Directors, although less
than a quorum, shall have the right to elect the successor who shall hold office
for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

     Section 10. The Board of Directors at its first meeting after its election
by the stockholders shall appoint an Executive Committee, a Trust Committee, an
Audit Committee and a Compensation Committee, and shall elect from its own
members a Chairman of the Board of Directors and a President who may be the same
person. The Board of Directors shall also elect at such meeting a Secretary and
a Treasurer, who may be the same person, may appoint at any time such other
committees and elect or appoint such other officers as it may deem advisable.
The Board of Directors may also elect at such meeting one or more Associate
Directors.

     Section 11. The Board of Directors may at any time remove, with or without
cause, any member of any Committee appointed by it or any associate director or
officer elected by it and may appoint or elect his successor.
   19

     Section 12. The Board of Directors may designate an officer to be in charge
of such of the departments or divisions of the Company as it may deem advisable.

                                   ARTICLE III
                                   COMMITTEES

     Section 1. Executive Committee

               (A) The Executive Committee shall be composed of not more than
nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

               (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

               (C) The Executive Committee shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Executive
Committee or at the call of the Chairman of the Board of Directors. The majority
of its members shall be necessary to constitute a quorum for the transaction of
business. Special meetings of the Executive Committee may be held at any time
when a quorum is present.

               (D) Minutes of each meeting of the Executive Committee shall be
kept and submitted to the Board of Directors at its next meeting.

               (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

               (F) In the event of a state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of the Company
by its directors and officers as contemplated by these By-Laws any two available
members of the Executive Committee as constituted immediately prior to such
disaster shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
provisions of Article III of these By-Laws; and if less than three members of
the Trust Committee is constituted immediately prior to such disaster shall be
available for

   20

the transaction of its business, such Executive Committee shall also be
empowered to exercise all of the powers reserved to the Trust Committee under
Article III Section 2 hereof. In the event of the unavailability, at such time,
of a minimum of two members of such Executive Committee, any three available
directors shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
foregoing provisions of this Section. This By-Law shall be subject to
implementation by Resolutions of the Board of Directors presently existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementary
Resolutions shall be suspended during such a disaster period until it shall be
determined by any interim Executive Committee acting under this section that it
shall be to the advantage of the Company to resume the conduct and management of
its affairs and business under all of the other provisions of these By-Laws.

     Section 2. Audit Committee

               (A) The Audit Committee shall be composed of five members who
shall be selected by the Board of Directors from its own members, none of whom
shall be an officer of the Company, and shall hold office at the pleasure of the
Board.

               (B) The Audit Committee shall have general supervision over the
Audit Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Division, review all reports of examination of the
Company made by any governmental agency or such independent auditor employed for
that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

               (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

     Section 3. Compensation Committee

               (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

               (B) The Compensation Committee shall in general advise upon all
matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters,

   21

including salaries and employee benefits and specifically shall administer the
Executive Incentive Compensation Plan.

               (C) Meetings of the Compensation Committee may be called at any
time by the Chairman of the Compensation Committee, the Chairman of the Board of
Directors, or the President of the Company.

     Section 4. Associate Directors

               (A) Any person who has served as a director may be elected by
the Board of Directors as an associate director, to serve during the pleasure of
the Board.

               (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

     Section 5. Absence or Disqualification of Any Member of a Committee

               (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

                                   ARTICLE IV
                                    OFFICERS

     Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

     Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board
of Directors shall preside at all meetings of the Board of Directors at which
the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.
   22

     Section 3. The President shall have the powers and duties pertaining to the
office of the President conferred or imposed upon him by statute or assigned to
him by the Board of Directors. In the absence of the Chairman of the Board the
President shall have the powers and duties of the Chairman of the Board.

     Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

     Section 5. There may be one or more Vice Presidents, however denominated by
the Board of Directors, who may at any time perform all the duties of the
Chairman of the Board of Directors and/or the President and such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
and by the officer in charge of the department or division to which they are
assigned.

     Section 6. The Secretary shall attend to the giving of notice of meetings
of the stockholders and the Board of Directors, as well as the Committees
thereof, to the keeping of accurate minutes of all such meetings and to
recording the same in the minute books of the Company. In addition to the other
notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

     Section 7. The Treasurer shall have general supervision over all assets and
liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

     Section 8. There may be a Controller who shall exercise general supervision
over the internal operations of the Company, including accounting, and shall
render to the Board of Directors at appropriate times a report relating to the
general condition and internal operations of the Company.

   23

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. The officer designated by the Board of Directors to be in charge
of the Audit Division of the Company with such title as the Board of Directors
shall prescribe, shall report to and be directly responsible only to the Board
of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

     Section 10. There may be one or more officers, subordinate in rank to all
Vice Presidents with such functional titles as shall be determined from time to
time by the Board of Directors, who shall ex officio hold the office Assistant
Secretary of this Company and who may perform such duties as may be prescribed
by the officer in charge of the department or division to whom they are
assigned.

     Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

     Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

     Section 2. Certificates of stock shall bear the signature of the President
or any Vice President, however denominated by the Board of Directors and
countersigned by the Secretary or Treasurer or an Assistant Secretary, and the
seal of the corporation shall be engraved thereon. Each certificate shall recite
that the stock represented thereby is transferrable only upon the books of the
Company by the holder thereof or his attorney, upon surrender of the certificate
properly endorsed. Any certificate of stock surrendered to the Company shall be
cancelled at the time of transfer, and before a new certificate or certificates
shall be issued in lieu thereof. Duplicate certificates of stock shall be issued
only upon giving such security as may be satisfactory to the Board of Directors
or the Executive Committee.

   24

     Section 3. The Board of Directors of the Company is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

     Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words
               "Wilmington Trust Company" within the inner circle
                        the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   FISCAL YEAR

     Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     Section 1. The Chairman of the Board, the President or any Vice President,
however denominated by the Board of Directors, shall have full power and
authority to enter into, make, sign, execute, acknowledge and/or deliver and the
Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.
   25

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION

     Section 1. (A) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

                (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

   26

               (C) If a claim for indemnification or payment of expenses, under
this Article X is not paid in full within ninety days after a written claim
therefor has been received by the Corporation the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification of payment of expenses under
applicable law.

               (D) The rights conferred on any person by this Article X shall
not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Charter or Act of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

               (E) Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

     Section 1. These By-Laws may be altered, amended or repealed, in whole or
in part, and any new By-Law or By-Laws adopted at any regular or special meeting
of the Board of Directors by a vote of the majority of all the members of the
Board of Directors then in office.

   27

                                    EXHIBIT C

                             SECTION 321(b) CONSENT

     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                           WILMINGTON TRUST COMPANY

Dated:  May 16, 2001                       By:   /s/ Donald G. MacKelcan
       ----------------                       ----------------------------------
                                           Name: Donald G. MacKelcan
                                           Title: Vice President

   28

                                    EXHIBIT D

                                     NOTICE

          This form is intended to assist state nonmember banks and
          savings banks with state publication requirements. It has not
          been approved by any state banking authorities. Refer to your
          appropriate state banking authorities for your state
          publication requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------------    ------------------
                 Name of Bank                                        City

in the State of   DELAWARE  , at the close of business on December 31, 2000.
                ------------

ASSETS

                                                                                                Thousands of dollars
                                                                                             
Cash and balances due from depository institutions:
                                 Noninterest-bearing balances and currency and coins........................218,332
                                              Interest-bearing balances.........................................  0
Held-to-maturity securities................................................................................. 19,838
Available-for-sale securities.............................................................................1,378,378
Federal funds sold and securities purchased under agreements to resell......................................463,241
Loans and lease financing receivables:
                          Loans and leases, net of unearned income . . . . . . . 4,724,939
                          LESS:  Allowance for loan and lease losses . . . . . .    70,118
                          LESS:  Allocated transfer risk reserve . . . . . . . .         0
                          Loans and leases, net of unearned income, allowance, and reserve................4,654,821
Assets held in trading accounts...................................................................................0
Premises and fixed assets (including capitalized leases)....................................................124,599
Other real estate owned......................................................................................   661
Investments in unconsolidated subsidiaries and associated companies...........................................1,697
Customers' liability to this bank on acceptances outstanding......................................................0
Intangible assets............................................................................................ 4,727
Other assets............................................................................................... 133,523
Total assets..............................................................................................6,999,817

                                                          CONTINUED ON NEXT PAGE

   29

LIABILITIES

Deposits:
In domestic offices.......................................................................................5,238,186
                                  Noninterest-bearing . . . . . . . .    988,834
                                  Interest-bearing. . . . . . . . . .  4,249,352
Federal funds purchased and Securities sold under agreements to repurchase................................. 404,964
Demand notes issued to the U.S. Treasury.....................................................................30,757
Trading liabilities (from Schedule RC-D)..........................................................................0
Other borrowed money:.......................................................................................///////
                                  With original maturity of one year or less................................662,000
                                  With original maturity of more than one year...............................43,000
Bank's liability on acceptances executed and outstanding..........................................................0
Subordinated notes and debentures.................................................................................0
Other liabilities (from Schedule RC-G)......................................................................139,606
Total liabilities.........................................................................................6,518,513

EQUITY CAPITAL

Perpetual preferred stock and related surplus.....................................................................0
Common Stock....................................................................................................500
Surplus (exclude all surplus related to preferred stock).....................................................62,118
Undivided profits and capital reserves......................................................................423,463
Net unrealized holding gains (losses) on available-for-sale securities......................................(4,777)
Total equity capital........................................................................................481,304
Total liabilities, limited-life preferred stock, and equity capital.......................................6,999,817

   1
                                                                    EXHIBIT 25.3

                                Registration No.:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

        Delaware                                        51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                             First Busey Corporation
               (Exact name of obligor as specified in its charter)

            Nevada                                      37-1078406
  (State of incorporation)                  (I.R.S. employer identification no.)

 201 West Main Street, Urbana, Illinois                    61801
(Address of principal executive offices)                 (Zip Code)

                        Guarantee of Preferred Securities
                       (Title of the indenture securities)

   2

ITEM 1.   GENERAL INFORMATION.

               Furnish the following information as to the trustee:

          (a)  Name and address of each examining or supervising authority to
               which it is subject.

               Federal Deposit Insurance Co.      State Bank Commissioner
               Five Penn Center                   Dover, Delaware
               Suite #2901
               Philadelphia, PA

          (b)  Whether it is authorized to exercise corporate trust powers.

               The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

               If the obligor is an affiliate of the trustee, describe each
               affiliation:

               Based upon an examination of the books and records of the trustee
          and upon information furnished by the obligor, the obligor is not an
          affiliate of the trustee.

ITEM 3.   LIST OF EXHIBITS.

               List below all exhibits filed as part of this Statement of
          Eligibility and Qualification.

          A.   Copy of the Charter of Wilmington Trust Company, which includes
               the certificate of authority of Wilmington Trust Company to
               commence business and the authorization of Wilmington Trust
               Company to exercise corporate trust powers.
          B.   Copy of By-Laws of Wilmington Trust Company.
          C.   Consent of Wilmington Trust Company required by Section 321(b) of
               Trust Indenture Act.
          D.   Copy of most recent Report of Condition of Wilmington Trust
               Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 16th day
of May, 2001.

                                                    WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Assistant Secretary                     By: /s/ Donald G. MacKelcan
       ---------------------------                    --------------------------
       Assistant Secretary                          Name: Donald G. MacKelcan
                                                    Title: Vice President

   3

                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

     Wilmington Trust Company, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "Wilmington Trust Company" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

     First: - The name of this corporation is Wilmington Trust Company.

     Second: - The location of its principal office in the State of Delaware is
     at Rodney Square North, in the City of Wilmington, County of New Castle;
     the name of its resident agent is Wilmington Trust Company whose address is
     Rodney Square North, in said City. In addition to such principal office,
     the said corporation maintains and operates branch offices in the City of
     Newark, New Castle County, Delaware, the Town of Newport, New Castle
     County, Delaware, at Claymont, New Castle County, Delaware, at Greenville,
     New Castle County Delaware, and at Milford Cross Roads, New Castle County,
     Delaware, and shall be empowered to open, maintain and operate branch
     offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
     Street, and 3605 Market Street, all in the City of Wilmington, New Castle
     County, Delaware, and such other branch offices or places of business as
     may be authorized from time to time by the agency or agencies of the
     government of the State of Delaware empowered

   4

     to confer such authority.

     Third: - (a) The nature of the business and the objects and purposes
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1) To sue and be sued, complain and defend in any Court of law or
          equity and to make and use a common seal, and alter the seal at
          pleasure, to hold, purchase, convey, mortgage or otherwise deal in
          real and personal estate and property, and to appoint such officers
          and agents as the business of the Corporation shall require, to make
          by-laws not inconsistent with the Constitution or laws of the United
          States or of this State, to discount bills, notes or other evidences
          of debt, to receive deposits of money, or securities for money, to buy
          gold and silver bullion and foreign coins, to buy and sell bills of
          exchange, and generally to use, exercise and enjoy all the powers,
          rights, privileges and franchises incident to a corporation which are
          proper or necessary for the transaction of the business of the
          Corporation hereby created.

          (2) To insure titles to real and personal property, or any estate or
          interests therein, and to guarantee the holder of such property, real
          or personal, against any claim or claims, adverse to his interest
          therein, and to prepare and give certificates of title for any lands
          or premises in the State of Delaware, or elsewhere.

          (3) To act as factor, agent, broker or attorney in the receipt,
          collection, custody, investment and management of funds, and the
          purchase, sale, management and disposal of property of all
          descriptions, and to prepare and execute all papers which may be
          necessary or proper in such business.

          (4) To prepare and draw agreements, contracts, deeds, leases,
          conveyances, mortgages, bonds and legal papers of every description,
          and to carry on the business of conveyancing in all its branches.

          (5) To receive upon deposit for safekeeping money, jewelry, plate,
          deeds, bonds and any and all other personal property of every sort and
          kind, from executors, administrators, guardians, public officers,
          courts, receivers, assignees, trustees, and from all fiduciaries, and
          from all other persons and individuals, and from all corporations
          whether state, municipal, corporate or private, and to rent boxes,
          safes, vaults and other receptacles for such property.

          (6) To act as agent or otherwise for the purpose of registering,
          issuing, certificating, countersigning, transferring or underwriting
          the stock, bonds or other obligations of any corporation, association,
          state or municipality, and may

   5

          receive and manage any sinking fund therefor on such terms as may be
          agreed upon between the two parties, and in like manner may act as
          Treasurer of any corporation or municipality.

          (7) To act as Trustee under any deed of trust, mortgage, bond or other
          instrument issued by any state, municipality, body politic,
          corporation, association or person, either alone or in conjunction
          with any other person or persons, corporation or corporations.

          (8) To guarantee the validity, performance or effect of any contract
          or agreement, and the fidelity of persons holding places of
          responsibility or trust; to become surety for any person, or persons,
          for the faithful performance of any trust, office, duty, contract or
          agreement, either by itself or in conjunction with any other person,
          or persons, corporation, or corporations, or in like manner become
          surety upon any bond, recognizance, obligation, judgment, suit, order,
          or decree to be entered in any court of record within the State of
          Delaware or elsewhere, or which may now or hereafter be required by
          any law, judge, officer or court in the State of Delaware or
          elsewhere.

          (9) To act by any and every method of appointment as trustee, trustee
          in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
          administrator, guardian, bailee, or in any other trust capacity in the
          receiving, holding, managing, and disposing of any and all estates and
          property, real, personal or mixed, and to be appointed as such
          trustee, trustee in bankruptcy, receiver, assignee, assignee in
          bankruptcy, executor, administrator, guardian or bailee by any
          persons, corporations, court, officer, or authority, in the State of
          Delaware or elsewhere; and whenever this Corporation is so appointed
          by any person, corporation, court, officer or authority such trustee,
          trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
          executor, administrator, guardian, bailee, or in any other trust
          capacity, it shall not be required to give bond with surety, but its
          capital stock shall be taken and held as security for the performance
          of the duties devolving upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
          of its powers hereby given, or for the performance of any of the
          duties which it may undertake or be called upon to perform, or for the
          assumption of any responsibility the said Corporation may be entitled
          to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
          shares of capital stock, and other securities, obligations, contracts
          and evidences of indebtedness, of any private, public or municipal
          corporation within and without the State of Delaware, or of the
          Government of the United States, or of any state, territory, colony,
          or possession thereof, or of any foreign government or country;

   6

          to receive, collect, receipt for, and dispose of interest, dividends
          and income upon and from any of the bonds, mortgages, debentures,
          notes, shares of capital stock, securities, obligations, contracts,
          evidences of indebtedness and other property held and owned by it, and
          to exercise in respect of all such bonds, mortgages, debentures,
          notes, shares of capital stock, securities, obligations, contracts,
          evidences of indebtedness and other property, any and all the rights,
          powers and privileges of individual owners thereof, including the
          right to vote thereon; to invest and deal in and with any of the
          moneys of the Corporation upon such securities and in such manner as
          it may think fit and proper, and from time to time to vary or realize
          such investments; to issue bonds and secure the same by pledges or
          deeds of trust or mortgages of or upon the whole or any part of the
          property held or owned by the Corporation, and to sell and pledge such
          bonds, as and when the Board of Directors shall determine, and in the
          promotion of its said corporate business of investment and to the
          extent authorized by law, to lease, purchase, hold, sell, assign,
          transfer, pledge, mortgage and convey real and personal property of
          any name and nature and any estate or interest therein.

     (b) In furtherance of, and not in limitation, of the powers conferred by
     the laws of the State of Delaware, it is hereby expressly provided that the
     said Corporation shall also have the following powers:

          (1) To do any or all of the things herein set forth, to the same
          extent as natural persons might or could do, and in any part of the
          world.

          (2) To acquire the good will, rights, property and franchises and to
          undertake the whole or any part of the assets and liabilities of any
          person, firm, association or corporation, and to pay for the same in
          cash, stock of this Corporation, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part of
          any business so acquired, and to exercise all the powers necessary or
          convenient in and about the conduct and management of such business.

          (3) To take, hold, own, deal in, mortgage or otherwise lien, and to
          lease, sell, exchange, transfer, or in any manner whatever dispose of
          property, real, personal or mixed, wherever situated.

          (4) To enter into, make, perform and carry out contracts of every kind
          with any person, firm, association or corporation, and, without limit
          as to amount, to draw, make, accept, endorse, discount, execute and
          issue promissory notes, drafts, bills of exchange, warrants, bonds,
          debentures, and other negotiable or transferable instruments.

          (5) To have one or more offices, to carry on all or any of its
          operations and businesses, without restriction to the same extent as
          natural persons might or

   7

          could do, to purchase or otherwise acquire, to hold, own, to mortgage,
          sell, convey or otherwise dispose of, real and personal property, of
          every class and description, in any State, District, Territory or
          Colony of the United States, and in any foreign country or place.

          (6) It is the intention that the objects, purposes and powers
          specified and clauses contained in this paragraph shall (except where
          otherwise expressed in said paragraph) be nowise limited or restricted
          by reference to or inference from the terms of any other clause of
          this or any other paragraph in this charter, but that the objects,
          purposes and powers specified in each of the clauses of this paragraph
          shall be regarded as independent objects, purposes and powers.

     Fourth: - (a) The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is forty-one million (41,000,000)
     shares, consisting of:

          (1) One million (1,000,000) shares of Preferred stock, par value
          $10.00 per share (hereinafter referred to as "Preferred Stock"); and

          (2) Forty million (40,000,000) shares of Common Stock, par value $1.00
          per share (hereinafter referred to as "Common Stock").

     (b) Shares of Preferred Stock may be issued from time to time in one or
     more series as may from time to time be determined by the Board of
     Directors each of said series to be distinctly designated. All shares of
     any one series of Preferred Stock shall be alike in every particular,
     except that there may be different dates from which dividends, if any,
     thereon shall be cumulative, if made cumulative. The voting powers and the
     preferences and relative, participating, optional and other special rights
     of each such series, and the qualifications, limitations or restrictions
     thereof, if any, may differ from those of any and all other series at any
     time outstanding; and, subject to the provisions of subparagraph 1 of
     Paragraph (c) of this Article Fourth, the Board of Directors of the
     Corporation is hereby expressly granted authority to fix by resolution or
     resolutions adopted prior to the issuance of any shares of a particular
     series of Preferred Stock, the voting powers and the designations,
     preferences and relative, optional and other special rights, and the
     qualifications, limitations and restrictions of such series, including, but
     without limiting the generality of the foregoing, the following:

          (1) The distinctive designation of, and the number of shares of
          Preferred Stock which shall constitute such series, which number may
          be increased (except where otherwise provided by the Board of
          Directors) or decreased (but not below the number of shares thereof
          then outstanding) from time to time by like action of the Board of
          Directors;

          (2) The rate and times at which, and the terms and conditions on
          which, dividends, if any, on Preferred Stock of such series shall be
          paid, the extent of the

   8

          preference or relation, if any, of such dividends to the dividends
          payable on any other class or classes, or series of the same or other
          class of stock and whether such dividends shall be cumulative or
          non-cumulative;

          (3) The right, if any, of the holders of Preferred Stock of such
          series to convert the same into or exchange the same for, shares of
          any other class or classes or of any series of the same or any other
          class or classes of stock of the Corporation and the terms and
          conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
          redemption, and the redemption price or prices and the time or times
          at which, and the terms and conditions on which, Preferred Stock of
          such series may be redeemed.

          (5) The rights, if any, of the holders of Preferred Stock of such
          series upon the voluntary or involuntary liquidation, merger,
          consolidation, distribution or sale of assets, dissolution or
          winding-up, of the Corporation.

          (6) The terms of the sinking fund or redemption or purchase account,
          if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
          Preferred Stock which may, without limiting the generality of the
          foregoing include the right, voting as a series or by itself or
          together with other series of Preferred Stock or all series of
          Preferred Stock as a class, to elect one or more directors of the
          Corporation if there shall have been a default in the payment of
          dividends on any one or more series of Preferred Stock or under such
          circumstances and on such conditions as the Board of Directors may
          determine.

     (c) (1) After the requirements with respect to preferential dividends on
     the Preferred Stock (fixed in accordance with the provisions of section (b)
     of this Article Fourth), if any, shall have been met and after the
     Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts (fixed in accordance with the provisions of section (b)
     of this Article Fourth), and subject further to any conditions which may be
     fixed in accordance with the provisions of section (b) of this Article
     Fourth, then and not otherwise the holders of Common Stock shall be
     entitled to receive such dividends as may be declared from time to time by
     the Board of Directors.

          (2) After distribution in full of the preferential amount, if any,
          (fixed in accordance with the provisions of section (b) of this
          Article Fourth), to be distributed to the holders of Preferred Stock
          in the event of voluntary or involuntary liquidation, distribution or
          sale of assets, dissolution or winding-up, of the Corporation, the
          holders of the Common Stock shall be entitled to receive all of the
          remaining assets of the Corporation, tangible and intangible, of

   9

          whatever kind available for distribution to stockholders ratably in
          proportion to the number of shares of Common Stock held by them
          respectively.

          (3) Except as may otherwise be required by law or by the provisions of
          such resolution or resolutions as may be adopted by the Board of
          Directors pursuant to section (b) of this Article Fourth, each holder
          of Common Stock shall have one vote in respect of each share of Common
          Stock held on all matters voted upon by the stockholders.

     (d) No holder of any of the shares of any class or series of stock or of
     options, warrants or other rights to purchase shares of any class or series
     of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

     (e) The relative powers, preferences and rights of each series of Preferred
     Stock in relation to the relative powers, preferences and rights of each
     other series of Preferred Stock shall, in each case, be as fixed from time
     to time by the Board of Directors in the resolution or resolutions adopted
     pursuant to authority granted in section (b) of this Article Fourth and the
     consent, by class or series vote or otherwise, of the holders of such of
     the series of Preferred Stock as are from time to time outstanding shall
     not be required for the issuance by the Board of Directors of any other
     series of Preferred Stock whether or not the powers, preferences and rights
     of such other series shall be fixed by the Board of Directors as senior to,
     or on a parity with, the powers, preferences and rights of such outstanding
     series, or any of them; provided, however, that the Board of Directors may
     provide in the resolution or resolutions as to any series of Preferred
     Stock adopted pursuant to section (b) of this Article Fourth that the
     consent of the holders of a majority (or such greater proportion as shall
     be therein fixed) of the outstanding shares of such series voting thereon
     shall be required for the issuance of any or all other series of Preferred
     Stock.

     (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

   10

     (g) Shares of Common Stock may be issued from time to time as the Board of
     Directors of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (h) The authorized amount of shares of Common Stock and of Preferred Stock
     may, without a class or series vote, be increased or decreased from time to
     time by the affirmative vote of the holders of a majority of the stock of
     the Corporation entitled to vote thereon.

     Fifth: - (a) The business and affairs of the Corporation shall be conducted
     and managed by a Board of Directors. The number of directors constituting
     the entire Board shall be not less than five nor more than twenty-five as
     fixed from time to time by vote of a majority of the whole Board, provided,
     however, that the number of directors shall not be reduced so as to shorten
     the term of any director at the time in office, and provided further, that
     the number of directors constituting the whole Board shall be twenty-four
     until otherwise fixed by a majority of the whole Board.

     (b) The Board of Directors shall be divided into three classes, as nearly
     equal in number as the then total number of directors constituting the
     whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

     (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) cast at a meeting of the
     stockholders called for that purpose.

     (d) Nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall

   11

     be made by notice in writing, delivered or mailed by first class United
     States mail, postage prepaid, to the Secretary of the Corporation not less
     than 14 days nor more than 50 days prior to any meeting of the stockholders
     called for the election of directors; provided, however, that if less than
     21 days' notice of the meeting is given to stockholders, such written
     notice shall be delivered or mailed, as prescribed, to the Secretary of the
     Corporation not later than the close of the seventh day following the day
     on which notice of the meeting was mailed to stockholders. Notice of
     nominations which are proposed by the Board of Directors shall be given by
     the Chairman on behalf of the Board.

     (e) Each notice under subsection (d) shall set forth (i) the name, age,
     business address and, if known, residence address of each nominee proposed
     in such notice, (ii) the principal occupation or employment of such nominee
     and (iii) the number of shares of stock of the Corporation which are
     beneficially owned by each such nominee.

     (f) The Chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that a nomination was not made in accordance with
     the foregoing procedure, and if he should so determine, he shall so declare
     to the meeting and the defective nomination shall be disregarded.

     (g) No action required to be taken or which may be taken at any annual or
     special meeting of stockholders of the Corporation may be taken without a
     meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

     Sixth: - The Directors shall choose such officers, agents and servants as
     may be provided in the By-Laws as they may from time to time find necessary
     or proper.

     Seventh: - The Corporation hereby created is hereby given the same powers,
     rights and privileges as may be conferred upon corporations organized under
     the Act entitled "An Act Providing a General Corporation Law", approved
     March 10, 1899, as from time to time amended.

     Eighth: - This Act shall be deemed and taken to be a private Act.

     Ninth: - This Corporation is to have perpetual existence.

     Tenth: - The Board of Directors, by resolution passed by a majority of the
     whole Board, may designate any of their number to constitute an Executive
     Committee, which Committee, to the extent provided in said resolution, or
     in the By-Laws of the Company, shall have and may exercise all of the
     powers of the Board of Directors in the management of the business and
     affairs of the Corporation, and shall have power to authorize the seal of
     the Corporation to be affixed to all papers which may require it.

     Eleventh: - The private property of the stockholders shall not be liable
     for the payment

   12

     of corporate debts to any extent whatever.

     Twelfth: - The Corporation may transact business in any part of the world.

     Thirteenth: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

     Fourteenth: - Meetings of the Directors may be held outside of the State of
     Delaware at such places as may be from time to time designated by the
     Board, and the Directors may keep the books of the Company outside of the
     State of Delaware at such places as may be from time to time designated by
     them.

     Fifteenth: - (a) (1) In addition to any affirmative vote required by law,
     and except as otherwise expressly provided in sections (b) and (c) of this
     Article Fifteenth:

          (A) any merger or consolidation of the Corporation or any Subsidiary
          (as hereinafter defined) with or into (i) any Interested Stockholder
          (as hereinafter defined) or (ii) any other corporation (whether or not
          itself an Interested Stockholder), which, after such merger or
          consolidation, would be an Affiliate (as hereinafter defined) of an
          Interested Stockholder, or

          (B) any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          to or with any Interested Stockholder or any Affiliate of any
          Interested Stockholder of any assets of the Corporation or any
          Subsidiary having an aggregate fair market value of $1,000,000 or
          more, or

          (C) the issuance or transfer by the Corporation or any Subsidiary (in
          one transaction or a series of related transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Stockholder or
          any Affiliate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) having an
          aggregate fair market value of $1,000,000 or more, or

          (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation, or

          (E) any reclassification of securities (including any reverse stock
          split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          similar transaction (whether or not

   13

          with or into or otherwise involving an Interested Stockholder) which
          has the effect, directly or indirectly, of increasing the
          proportionate share of the outstanding shares of any class of equity
          or convertible securities of the Corporation or any Subsidiary which
          is directly or indirectly owned by any Interested Stockholder, or any
          Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

               (2) The term "business combination" as used in this Article
               Fifteenth shall mean any transaction which is referred to in any
               one or more of clauses (A) through (E) of paragraph 1 of the
               section (a).

          (b) The provisions of section (a) of this Article Fifteenth shall not
          be applicable to any particular business combination and such business
          combination shall require only such affirmative vote as is required by
          law and any other provisions of the Charter or Act of Incorporation or
          By-Laws if such business combination has been approved by a majority
          of the whole Board.

          (c) For the purposes of this Article Fifteenth:

     (1) A "person" shall mean any individual, firm, corporation or other
     entity.

     (2) "Interested Stockholder" shall mean, in respect of any business
     combination, any person (other than the Corporation or any Subsidiary) who
     or which as of the record date for the determination of stockholders
     entitled to notice of and to vote on such business combination, or
     immediately prior to the consummation of any such transaction:

          (A) is the beneficial owner, directly or indirectly, of more than 10%
          of the Voting Shares, or

          (B) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner, directly or indirectly,
          of not less than 10% of the then outstanding voting Shares, or

          (C) is an assignee of or has otherwise succeeded in any share of
          capital stock of the Corporation which were at any time within two
          years prior thereto beneficially owned by any Interested Stockholder,
          and such assignment or succession shall have occurred in the course of
          a transaction or series of

   14

          transactions not involving a public offering within the meaning of the
          Securities Act of 1933.

     (3) A person shall be the "beneficial owner" of any Voting Shares:

          (A) which such person or any of its Affiliates and Associates (as
          hereafter defined) beneficially own, directly or indirectly, or

          (B) which such person or any of its Affiliates or Associates has (i)
          the right to acquire (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion
          rights, exchange rights, warrants or options, or otherwise, or (ii)
          the right to vote pursuant to any agreement, arrangement or
          understanding, or

          (C) which are beneficially owned, directly or indirectly, by any other
          person with which such first mentioned person or any of its Affiliates
          or Associates has any agreement, arrangement or understanding for the
          purpose of acquiring, holding, voting or disposing of any shares of
          capital stock of the Corporation.

     (4) The outstanding Voting Shares shall include shares deemed owned through
     application of paragraph (3) above but shall not include any other Voting
     Shares which may be issuable pursuant to any agreement, or upon exercise of
     conversion rights, warrants or options or otherwise.

     (5) "Affiliate" and "Associate" shall have the respective meanings given
     those terms in Rule 12b-2 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on December 31, 1981.

     (6) "Subsidiary" shall mean any corporation of which a majority of any
     class of equity security (as defined in Rule 3a11-1 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, as in effect on
     December 31, 1981) is owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the definition of Investment
     Stockholder set forth in paragraph (2) of this section (c), the term
     "Subsidiary" shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.

          (d) majority of the directors shall have the power and duty to
          determine for the purposes of this Article Fifteenth on the basis of
          information known to them, (1) the number of Voting Shares
          beneficially owned by any person (2) whether a person is an Affiliate
          or Associate of another, (3) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred
          to in paragraph (3) of section (c), or (4) whether the assets subject
          to any business combination or the consideration received for the
          issuance or transfer of

   15

          securities by the Corporation, or any Subsidiary has an aggregate fair
          market value of $1,000,000 or more.

          (e) Nothing contained in this Article Fifteenth shall be construed to
          relieve any Interested Stockholder from any fiduciary obligation
          imposed by law.

     Sixteenth: Notwithstanding any other provision of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or
     Sixteenth of this Charter or Act of Incorporation.

     Seventeenth: (a) a Director of this Corporation shall not be liable to the
     Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
          adversely affect any right or protection of a Director of the
          Corporation existing hereunder with respect to any act or omission
          occurring prior to the time of such repeal or modification."

   16

                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000

   17

                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

     Section 1. The Annual Meeting of Stockholders shall be held on the third
Thursday in April each year at the principal office at the Company or at such
other date, time, or place as may be designated by resolution by the Board of
Directors.

     Section 2. Special meetings of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

     Section 3. Notice of all meetings of the stockholders shall be given by
mailing to each stockholder at least ten (10) days before said meeting, at his
last known address, a written or printed notice fixing the time and place of
such meeting.

     Section 4. A majority in the amount of the capital stock of the Company
issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

     Section 1. The authorized number of directors that shall constitute the
Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

     Section 2. Except as provided in these Bylaws or as otherwise required by
law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty-nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the

   18

termination of his or her services in that office for any reason.

     Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

     Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

     Section 5. The Board of Directors shall meet at the principal office of the
Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

     Section 6. Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board of Directors or by the President, and shall be
called upon the written request of a majority of the directors.

     Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

     Section 8. Written notice shall be sent by mail to each director of any
special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 9. In the event of the death, resignation, removal, inability to
act, or disqualification of any director, the Board of Directors, although less
than a quorum, shall have the right to elect the successor who shall hold office
for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

     Section 10. The Board of Directors at its first meeting after its election
by the stockholders shall appoint an Executive Committee, a Trust Committee, an
Audit Committee and a Compensation Committee, and shall elect from its own
members a Chairman of the Board of Directors and a President who may be the same
person. The Board of Directors shall also elect at such meeting a Secretary and
a Treasurer, who may be the same person, may appoint at any time such other
committees and elect or appoint such other officers as it may deem advisable.
The Board of Directors may also elect at such meeting one or more Associate
Directors.

     Section 11. The Board of Directors may at any time remove, with or without
cause, any member of any Committee appointed by it or any associate director or
officer elected by it

   19

and may appoint or elect his successor.

     Section 12. The Board of Directors may designate an officer to be in charge
of such of the departments or divisions of the Company as it may deem advisable.

                                   ARTICLE III
                                   COMMITTEES

     Section 1. Executive Committee

          (A) The Executive Committee shall be composed of not more than nine
members who shall be selected by the Board of Directors from its own members and
who shall hold office during the pleasure of the Board.

          (B) The Executive Committee shall have all the powers of the Board of
Directors when it is not in session to transact all business for and in behalf
of the Company that may be brought before it.

          (C) The Executive Committee shall meet at the principal office of the
Company or elsewhere in its discretion at such times to be determined by a
majority of its members, or at the call of the Chairman of the Executive
Committee or at the call of the Chairman of the Board of Directors. The majority
of its members shall be necessary to constitute a quorum for the transaction of
business. Special meetings of the Executive Committee may be held at any time
when a quorum is present.

          (D) Minutes of each meeting of the Executive Committee shall be kept
and submitted to the Board of Directors at its next meeting.

          (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

          (F) In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of the Company by
its directors and officers as contemplated by these By-Laws any two available
members of the Executive Committee as constituted immediately prior to such
disaster shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
provisions of Article III of these By-Laws; and if less than three members of
the Trust Committee is constituted immediately prior to such disaster shall be
available for

   20

the transaction of its business, such Executive Committee shall also be
empowered to exercise all of the powers reserved to the Trust Committee under
Article III Section 2 hereof. In the event of the unavailability, at such time,
of a minimum of two members of such Executive Committee, any three available
directors shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
foregoing provisions of this Section. This By-Law shall be subject to
implementation by Resolutions of the Board of Directors presently existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementary
Resolutions shall be suspended during such a disaster period until it shall be
determined by any interim Executive Committee acting under this section that it
shall be to the advantage of the Company to resume the conduct and management of
its affairs and business under all of the other provisions of these By-Laws.

     Section 2. Audit Committee

          (A) The Audit Committee shall be composed of five members who shall be
selected by the Board of Directors from its own members, none of whom shall be
an officer of the Company, and shall hold office at the pleasure of the Board.

          (B) The Audit Committee shall have general supervision over the Audit
Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Division, review all reports of examination of the
Company made by any governmental agency or such independent auditor employed for
that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever the majority
of its members shall deem it to be proper for the transaction of its business,
and a majority of its Committee shall constitute a quorum.

     Section 3. Compensation Committee

          (A) The Compensation Committee shall be composed of not more than five
(5) members who shall be selected by the Board of Directors from its own members
who are not officers of the Company and who shall hold office during the
pleasure of the Board.

          (B) The Compensation Committee shall in general advise upon all
matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters,

   21

including salaries and employee benefits and specifically shall administer the
Executive Incentive Compensation Plan.

          (C) Meetings of the Compensation Committee may be called at any time
by the Chairman of the Compensation Committee, the Chairman of the Board of
Directors, or the President of the Company.

     Section 4. Associate Directors

          (A) Any person who has served as a director may be elected by the
Board of Directors as an associate director, to serve during the pleasure of the
Board.

          (B) An associate director shall be entitled to attend all directors
meetings and participate in the discussion of all matters brought to the Board,
with the exception that he would have no right to vote. An associate director
will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

     Section 5. Absence or Disqualification of Any Member of a Committee

          (A) In the absence or disqualification of any member of any Committee
created under Article III of the By-Laws of this Company, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

                                   ARTICLE IV
                                    OFFICERS

     Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

     Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board
of Directors shall preside at all meetings of the Board of Directors at which
the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time

   22

confer and direct.

     Section 3. The President shall have the powers and duties pertaining to the
office of the President conferred or imposed upon him by statute or assigned to
him by the Board of Directors. In the absence of the Chairman of the Board the
President shall have the powers and duties of the Chairman of the Board.

     Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

     Section 5. There may be one or more Vice Presidents, however denominated by
the Board of Directors, who may at any time perform all the duties of the
Chairman of the Board of Directors and/or the President and such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
and by the officer in charge of the department or division to which they are
assigned.

     Section 6. The Secretary shall attend to the giving of notice of meetings
of the stockholders and the Board of Directors, as well as the Committees
thereof, to the keeping of accurate minutes of all such meetings and to
recording the same in the minute books of the Company. In addition to the other
notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

     Section 7. The Treasurer shall have general supervision over all assets and
liabilities of the Company. He shall be custodian of and responsible for all
monies, funds and valuables of the Company and for the keeping of proper records
of the evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

     Section 8. There may be a Controller who shall exercise general supervision
over the internal operations of the Company, including accounting, and shall
render to the Board of Directors at appropriate times a report relating to the
general condition and internal operations of the Company.

   23

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. The officer designated by the Board of Directors to be in charge
of the Audit Division of the Company with such title as the Board of Directors
shall prescribe, shall report to and be directly responsible only to the Board
of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

     Section 10. There may be one or more officers, subordinate in rank to all
Vice Presidents with such functional titles as shall be determined from time to
time by the Board of Directors, who shall ex officio hold the office Assistant
Secretary of this Company and who may perform such duties as may be prescribed
by the officer in charge of the department or division to whom they are
assigned.

     Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

     Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

     Section 2. Certificates of stock shall bear the signature of the President
or any Vice President, however denominated by the Board of Directors and
countersigned by the Secretary or Treasurer or an Assistant Secretary, and the
seal of the corporation shall be engraved thereon. Each certificate shall recite
that the stock represented thereby is transferrable only upon the books of the
Company by the holder thereof or his attorney, upon surrender of the certificate
properly endorsed. Any certificate of stock surrendered to the Company shall be
cancelled at the time of transfer, and before a new certificate or certificates
shall be issued in lieu thereof. Duplicate certificates of stock shall be issued
only upon giving such security as may be satisfactory to the Board of Directors
or the Executive Committee.

     Section 3. The Board of Directors of the Company is authorized to fix in
advance a

   24

record date for the determination of the stockholders entitled to notice of, and
to vote at, any meeting of stockholders and any adjournment thereof, or entitled
to receive payment of any dividend, or to any allotment or rights, or to
exercise any rights in respect of any change, conversion or exchange of capital
stock, or in connection with obtaining the consent of stockholders for any
purpose, which record date shall not be more than 60 nor less than 10 days
proceeding the date of any meeting of stockholders or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

     Section 1. The corporate seal of the Company shall be in the following
form:

                   Between two concentric circles the words
                   "Wilmington Trust Company" within the inner circle
                   the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   FISCAL YEAR

     Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     Section 1. The Chairman of the Board, the President or any Vice President,
however denominated by the Board of Directors, shall have full power and
authority to enter into, make, sign, execute, acknowledge and/or deliver and the
Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity

   25

as though expressly authorized by the Board of Directors and/or the Executive
Committee.

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Section 1. Directors and associate directors of the Company, other than
salaried officers of the Company, shall be paid such reasonable honoraria or
fees for attending meetings of the Board of Directors as the Board of Directors
may from time to time determine. Directors and associate directors who serve as
members of committees, other than salaried employees of the Company, shall be
paid such reasonable honoraria or fees for services as members of committees as
the Board of Directors shall from time to time determine and directors and
associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION

     Section 1. (A) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

          (B) The Corporation shall pay the expenses incurred in defending any
proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a Director or officer in his capacity as a
Director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Director or officer to repay
all amounts advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or otherwise.

   26

          (C) If a claim for indemnification or payment of expenses, under this
Article X is not paid in full within ninety days after a written claim therefor
has been received by the Corporation the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the Corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification of payment of expenses under
applicable law.

          (D) The rights conferred on any person by this Article X shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the Charter or Act of Incorporation, these
By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

          (E) Any repeal or modification of the foregoing provisions of this
Article X shall not adversely affect any right or protection hereunder of any
person in respect of any act or omission occurring prior to the time of such
repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

     Section 1. These By-Laws may be altered, amended or repealed, in whole or
in part, and any new By-Law or By-Laws adopted at any regular or special meeting
of the Board of Directors by a vote of the majority of all the members of the
Board of Directors then in office.

   27
                                                                       EXHIBIT C

                             SECTION 321(b) CONSENT

     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                               WILMINGTON TRUST COMPANY

Dated:  May 16, 2001                           By: /s/  Donald G. MacKelcan
      ---------------------------                 ------------------------------
                                               Name: Donald G. MacKelcan
                                               Title: Vice President

   28
                                                                       EXHIBIT D

                                     NOTICE

               This form is intended to assist state nonmember banks and savings
               banks with state publication requirements. It has not been
               approved by any state banking authorities. Refer to your
               appropriate state banking authorities for your state publication
               requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

      WILMINGTON TRUST COMPANY       of     WILMINGTON
- ------------------------------------    ------------------
          Name of Bank                         City

in the State of   DELAWARE  , at the close of business on December 31, 2000.
                ------------

ASSETS
                                                                                               Thousands of dollars
                                                                                                      
Cash and balances due from depository institutions:
                              Noninterest-bearing balances and currency and coins......................     218,332
                                     Interest-bearing balances.........................................           0
Held-to-maturity securities............................................................................      19,838
Available-for-sale securities..........................................................................   1,378,378
Federal funds sold and securities purchased under agreements to resell.................................     463,241
Loans and lease financing receivables:
                          Loans and leases, net of unearned income.............  4,724,939
                          LESS:  Allowance for loan and lease losses...........     70,118
                          LESS:  Allocated transfer risk reserve...............          0
                          Loans and leases, net of unearned income, allowance, and reserve.............   4,654,821
Assets held in trading accounts........................................................................           0
Premises and fixed assets (including capitalized leases)...............................................     124,599
Other real estate owned................................................................................         661
Investments in unconsolidated subsidiaries and associated companies....................................       1,697
Customers' liability to this bank on acceptances outstanding...........................................           0
Intangible assets......................................................................................       4,727
Other assets...........................................................................................     133,523
Total assets...........................................................................................   6,999,817

                                                         CONTINUED ON NEXT PAGE

   29

                                                                                                      
LIABILITIES

Deposits:
In domestic offices....................................................................................   5,238,186
                                   Noninterest-bearing ...............     988,834
                                  Interest-bearing....................   4,249,352
Federal funds purchased and Securities sold under agreements to repurchase.............................     404,964
Demand notes issued to the U.S. Treasury...............................................................      30,757
Trading liabilities (from Schedule RC-D)...............................................................           0
Other borrowed money:..................................................................................     ///////
                                    With original maturity of one year or less.........................     662,000
                                    With original maturity of more than one year.......................      43,000
Bank's liability on acceptances executed and outstanding...............................................           0
Subordinated notes and debentures......................................................................           0
Other liabilities (from Schedule RC-G).................................................................    139, 606
Total liabilities......................................................................................   6,518,513

EQUITY CAPITAL

Perpetual preferred stock and related surplus..........................................................           0
Common Stock...........................................................................................         500
Surplus (exclude all surplus related to preferred stock)...............................................      62,118
Undivided profits and capital reserves.................................................................     423,463
Net unrealized holding gains (losses) on available-for-sale securities.................................     (4,777)
Total equity capital...................................................................................     481,304
Total liabilities, limited-life preferred stock, and equity capital....................................   6,999,817