SEC Filing | First Busey Corporation

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FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2005 Commission File No. 0-15950 (First Busey Corporation) Commission File No. 33-30095 (First Busey Corporation Profit Sharing Plan and Trust) Commission File No. 33-60402 (First Busey Corporation Employee Stock Ownership Plan and Trust) A. Full Title of the plans and the address of the plans, if different from that of the issuer named before: FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST FIRST BUSEY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST B. Name of the issuer of the securities held pursuant to the plans and the address of its principle executive officer: FIRST BUSEY CORPORATION 201 WEST MAIN STREET URBANA, IL 61801

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 33-60402 on Form S-8 of the First Busey Corporation Employee Stock Ownership Plan, of our report dated June 8, 2006, appearing in this Annual Report on Form 11-K of the First Busey Corporation Employee Stock Ownership Plan for the year ended December 31, 2005. /s/ Crowe Chizek and Company LLC Oak Brook, Illinois June 26, 2005

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS December 31, 2005 and 2004

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN Urbana, Illinois FINANCIAL STATEMENTS December 31, 2005 and 2004 CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...................... 1 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS............................ 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS.................. 3 NOTES TO FINANCIAL STATEMENTS.............................................. 4 SUPPLEMENTAL SCHEDULES SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)............. 10 SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS.................. 11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Benefit Committee and Participants First Busey Corporation Employees' Stock Ownership Plan Urbana, Illinois We have audited the accompanying statements of net assets available for benefits of the First Busey Corporation Employees' Stock Ownership Plan ("the Plan") as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic 2005 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 2005 financial statements taken as a whole. /s/ Crowe Chizek and Company LLC Oak Brook, Illinois June 8, 2005

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2005 and 2004 2 0 0 5 2 0 0 4 ------------------------------------- ------------------------------------- Allocated Unallocated Total Allocated Unallocated Total ----------- ----------- ----------- ----------- ----------- ----------- ASSETS Investment in First Busey Corporation common stock, at fair value (Note 5) $24,565,052 $ 2,569,470 $27,134,522 $24,498,375 $ 3,099,195 $27,597,570 Money market fund 25,059 -- 25,059 528 -- 528 ----------- ----------- ----------- ----------- ----------- ----------- Total investments 24,590,111 2,569,470 27,159,581 24,498,903 3,099,195 27,598,098 RECEIVABLES Accrued interest receivable 131 -- 131 42 -- 42 Employer contributions receivable -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- 131 -- 131 42 -- 42 ----------- ----------- ----------- ----------- ----------- ----------- Total assets 24,590,242 2,569,470 27,159,712 24,498,945 3,099,195 27,598,140 LIABILITIES Interest payable -- 21,747 21,747 -- -- -- Notes payable (Note 6) -- 2,058,200 2,058,200 -- 2,455,850 2,455,850 ----------- ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $24,590,242 $ 489,523 $25,079,765 $24,498,945 $ 643,345 $25,142,290 =========== =========== =========== =========== =========== =========== See accompanying notes to financial statements. 2.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2005 Allocated Unallocated Total ------------ ------------- ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net unrealized appreciation in market value of investments $ 12,983 $ 2,970 $ 15,953 Interest 654 -- 654 Dividends 651,975 83,385 735,360 Employer contributions 81,176 401,824 483,000 Allocation of 25,500 shares of First Busey Corporation common stock, at market value 532,695 -- 532,695 ------------ ------------ ------------ 1,279,483 488,179 1,767,662 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Interest expense -- 109,306 109,306 Administrative expenses 55,969 -- 55,969 Distributions to participants: Cash 1,223 -- 1,223 Stock (23,432 shares) 479,019 -- 479,019 Dividend distributions to participants 651,975 -- 651,975 Allocation of 25,500 shares of First Busey Corporation common stock, at market value -- 532,695 532,695 ------------ ------------ ------------ 1,188,186 642,001 1,830,187 ------------ ------------ ------------ NET INCREASE (DECREASE) 91,297 (153,822) (62,525) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 24,498,945 643,345 25,142,290 ------------ ------------ ------------ End of year $ 24,590,242 $ 489,523 $ 25,079,765 ============ ============ ============ See accompanying notes to financial statements. 3.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION The following brief description of the First Busey Corporation Employees' Stock Ownership Plan (the Plan) is provided for general information purposes only. Participants should refer to the plan agreement for complete information. General: First Busey Corporation (the Corporation) established the Plan effective as of January 1, 1984. The Plan operates as a leveraged employee stock ownership plan (ESOP), and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended (the Code), and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is administered by the Corporation. First Busey Trust & Investment Co., a subsidiary of the Corporation, is the Plan's Trustee. The Plan purchased Corporation common shares using the proceeds of bank borrowings (see Note 6) guaranteed by the Corporation and holds the stock in a trust established under the Plan. The borrowings are to be repaid over a five- to ten-year period by fully deductible corporation contributions to the trust fund. As the Plan makes each payment of principal, an appropriate percentage of stock are allocated to eligible employees' accounts in accordance with applicable regulations under the Code. The bank borrowings are collateralized by the unallocated shares of stock and are guaranteed by the Corporation. The lender has no rights against shares once they are allocated under the ESOP. Accordingly, the financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to the accounts of employees with vested rights in allocated stock (Allocated) and stock not yet allocated to employees (Unallocated). Eligibility: Employees of the Corporation and its participating subsidiaries are generally eligible to participate in the Plan after attaining the minimum age of twenty-one and after one year of service, providing they worked at least 1,000 hours during such plan year. Participants who do not have at least 1,000 hours of service during such plan year or are not employed on the last working day of a plan year are generally not eligible for an allocation of Corporation contributions for such year. Payment of Benefits: No distributions from the Plan will be made until a participant retires, dies (in which case, payment shall be made to his or her beneficiary or, if none, his or her legal representatives), or otherwise terminates employment with the Corporation and its participating subsidiaries. Participants whose vested account balance is less than $1,000 are paid through a lump sum. Distributions of all other participant balances are made in the form of corporation common stock plus cash for any fractional share. (Continued) 4.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued) Voting Rights: Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. If the Trustee does not timely receive voting directions from a participant, the Trustee votes in the same proportions as the participants voted the allocated shares. The Trustee is required, however, to vote any unallocated shares on behalf of the collective best interests of plan participants and beneficiaries. Termination: The Corporation reserves the right to terminate the Plan at any time, subject to the Plan's provisions. Upon such termination of the Plan, the interest of each participant in the trust fund will be distributed to such participant or his or her beneficiary at the time prescribed by the Plan and the Code. Upon termination of the Plan, the Corporation shall direct the Trustee to pay all liabilities and expenses of the trust fund and to sell shares of financed stock held in the loan suspense account to the extent it determines such sale to be necessary in order to repay the loan. In the event of plan termination, participants would become 100 percent vested in their accounts. Participants' Accounts: The Plan is a defined contribution plan under which a separate individual account is established for each participant. Each participant's account is credited as of the last day of the plan year, with an allocation of shares of the Corporation's common stock released by the Trustee from the unallocated account and forfeitures of terminated participants' nonvested accounts. Only those participants who are eligible employees of the Corporation as of the last day of the plan year will receive an allocation. Allocations of common stock are based on the eligible compensation of each participant relative to total eligible compensation. Vesting: Vesting in the participants' accounts is based on years of service with the Corporation and its subsidiaries. A participant is 100 percent vested after seven years of credited service. Diversification: Diversification is offered to participants close to retirement age so that they may have the opportunity to move part of the value of their investment in the Corporation's stock into investments that are more diversified. Participants who are at least the age of 55 with at least 10 years of participation in the Plan may elect to diversify a portion of their account. Diversification is offered to each eligible participant over a six-year period. In each of the first five years, a participant may diversify up to 25 percent of the number of post-1986 shares allocated to his or her account, less any shares previously diversified. In the sixth year, the percentage changes to 50 percent. Participants who elect to diversify may receive distributions in the form of corporation common stock plus cash for any fractional share, receive a cash distribution, or contribute cash from the sale of corporation common stock to another qualified defined contribution plan. (Continued) 5.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued) Dividends: Dividends on common stock allocated to participants' accounts are distributed directly to the participant so that the dividends result in income tax deductions for the Corporation. Dividends on common stock not allocated to participants' accounts are used by the Plan to pay interest and administrative expenses. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: The financial statements of the Plan are prepared using the accrual basis of accounting. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures, and actual results may differ from those estimates. Investment Valuation and Income Recognition: The common stock of the Corporation is valued at fair value on December 31, 2005 and 2004. The Corporation's common stock is traded on the NASDAQ Exchange. Fair value of the common stock is determined by quoted market prices. The money market funds are valued at cost which approximates fair value. Dividend income is accrued on the ex-dividend date. Purchases and sales of securities are recorded on a settlement-date basis. Realized gains and losses from security transactions are reported on the specific identification cost method. Risks and Uncertainties: The Plan invests in money market funds and in the common stock of the Corporation. These securities are exposed to various risks, such as interest rate, market, and credit risks. Because of the level of risk associated with investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. (Continued) 6.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 3 - CONTRIBUTIONS The Corporation is obligated to make contributions in cash to the Plan which, when aggregated with the Plan's dividends and interest earnings, are equal to the amount necessary to enable the Plan to make its regularly scheduled payments of principal and interest due on its term loans. The Corporation may also make discretionary contributions in cash to the Plan. The Corporation made no discretionary contributions for the Plan year ended December 31, 2005. Participant contributions to the Plan are not permitted under the terms of the Plan. NOTE 4 - ADMINISTRATION OF PLAN ASSETS The Plan's assets, which consist principally of First Busey Corporation common stock, are held by First Busey Trust & Investment Co. (the "Trustee"), the Trustee of the Plan. The Trustee of the Plan is a subsidiary of the plan sponsor. Corporation contributions are held and managed by the Trustee, which invests cash received, interest, and dividend income and makes distributions to participants. The Trustee also administers the payment of interest and principal on the loans, which are reimbursed to the Trustee through contributions as determined by the Corporation. Certain administrative functions are performed by officers or employees of the Corporation or its subsidiaries. No such officer or employee receives compensation from the Plan. Administrative expenses for the Trustee's fees are paid directly by the Plan. NOTE 5 - INVESTMENTS The Plan's investments consist solely of First Busey Corporation common stock as follows: 2005 2004 ------------------------ ------------------------ Allocated Unallocated Allocated Unallocated ----------- ----------- ----------- ----------- Number of shares 1,175,924 123,000 1,173,856 148,500 =========== =========== =========== =========== Cost $ 4,788,358 $ 1,758,800 $ 4,521,839 $ 2,070,350 =========== =========== =========== =========== Fair value $24,565,052 $ 2,569,470 $24,498,375 $ 3,099,195 =========== =========== =========== =========== (Continued) 7.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 6 - NOTES PAYABLE Notes payable consist of: 2005 2004 ---------- ---------- Bank One, principal payment of $25,000 due annually on December 15, final payment due December 15, 2006. $ 25,000 $ 50,000 Bank One, principal payment of $237,000 due annually on December 15, final payment due December 15, 2009. 948,000 1,185,000 Bank One, principal payment of $135,650 due annually on December 31, beginning in 2004, final payment due December 15, 2013. 1,085,200 1,220,850 ---------- ---------- $2,058,200 $2,455,850 ========== ========== Shares of First Busey Corporation common stock secured as collateral 123,000 148,500 ========== ========== As of December 31, 2005, the interest rates on the above notes payable are at one-year LIBOR plus 1.25%. The effective rate was 4.49% at December 31, 2005 and 2.75% at December 31, 2004. Interest on the above notes is paid quarterly. As of December 31, 2005, the scheduled maturities of the notes payable are as follows: 2006 $ 397,650 2007 372,650 2008 372,650 2009 372,650 2010 135,650 Thereafter 406,950 ---------- $2,058,200 ========== NOTE 7 - TAX STATUS The Internal Revenue Service has determined and informed First Busey Corporation by a letter dated May 15, 2003 that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Code. Therefore, the Plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. (Continued) 8.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 8 - PARTY-IN-INTEREST TRANSACTIONS Parties in interest are defined under Department of Labor's regulations as any fiduciary of the plan, any party rendering service to the plan, the Corporation, and certain others. The Plan holds the Corporation's stock as assets, which qualifies as a party-in-interest investment. The Plan paid fees to the following parties in interest for the years ended December 31, 2005: First Busey Trust & Investment Co. Trustee $ 30,000 Benefit Planning Consultants, Inc. Recordkeeper 16,219 Crowe Chizek and Company LLC Auditor 9,750 9.

SUPPLEMENTAL SCHEDULES

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2005 Name of Plan Sponsor: First Busey Corporation Employer Identification Number: 37-1078406 Three-Digit Plan Number: 001 (c) Description of Investment Including Maturity Date, (b) Rate of Interest, (e) Identity of Issue, Borrower, Collateral, Par or (d) Current (a) or Similar Party Maturity Value Cost Value --------------------------- -------------------- ------------- ------------- * First Busey Corporation Common stock $ 6,547,158 $ 27,134,522 * Busey Bank Money market fund 25,059 25,059 ------------- $ 27,159,580 ============= * Represents a party-in-interest investment. 10.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS Year ended December 31, 2005 Name of Plan Sponsor: First Busey Corporation Employer Identification Number: 37-1078406 Three-Digit Plan Number: 001 (f) (h) (a) Expense Current Value Identity of (c) (d) (e) Incurred (g) of Asset on (i) Party (b) Purchase Selling Lease With Cost Transaction Net Gain Involved Description of Asset Price Price Rental Transaction of Asset Date (Loss) - ------------------- -------------------- -------- --------- ------ ----------- -------- ------------- ---------- * First Busey Corporation (20 transactions) Common stock $ -- $ 479,019 $ -- $ -- $ 46,092 $ 479,019 $ 432,927 * Represents a party-in-interest transaction. 11.

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 33-30095 on Form S-8 of the First Busey Corporation Profit Sharing Plan and Trust, of our report dated June 12, 2006, appearing in this Annual Report on Form 11-K of the First Busey Corporation Profit Sharing Plan and Trust for the year ended December 31, 2005. /s/ Crowe Chizek and Company LLC Oak Brook, Illinois June 26, 2006

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS December 31, 2005 and 2004

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST Urbana, Illinois FINANCIAL STATEMENTS December 31, 2005 and 2004 CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................... 1 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS.......................... 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS................ 3 NOTES TO FINANCIAL STATEMENTS............................................ 4 SUPPLEMENTAL SCHEDULES SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF PARTICIPANT CONTRIBUTIONS... 9 SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)........... 10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Benefit Committee and Participants First Busey Corporation Profit Sharing Plan and Trust Urbana, Illinois We have audited the accompanying statements of net assets available for benefits of First Busey Corporation Profit Sharing Plan and Trust ("the Plan") as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of delinquent deposits of participant contributions and schedule of assets (held at end of year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic 2005 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 2005 financial statements taken as a whole. /s/ Crowe Chizek and Company LLC Indianapolis, Indiana June 12, 2006 1.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2005 and 2004 2005 2004 ------------------ ------------------ ASSETS Investments Investments (Note 3) $ 39,184,832 $ 37,021,946 Cash 23,401 - ------------------ ------------------ Total investments 39,208,233 37,021,946 Receivables Employers' contributions 1,117,000 - Participants' contributions 2,399 42,083 Accrued interest and dividends 35,564 84,308 ------------------ ------------------ Total receivables 1,154,963 126,391 ------------------ ------------------ NET ASSETS AVAILABLE FOR BENEFITS $ 40,363,196 $ 37,148,337 ================== ================== See accompanying notes to financial statements. 2.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2005 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income Net appreciation in fair value of investments (Note 3) $ 1,280,415 Interest and dividends 772,916 ------------------ 2,053,331 Contributions: Employers 1,117,000 Participants 1,428,298 Participant rollovers 218,408 ------------------ 2,763,706 ------------------ Total additions 4,817,037 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 1,404,948 Administrative expenses 197,230 ------------------ Total deductions 1,602,178 ------------------ NET INCREASE 3,214,859 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 37,148,337 ------------------ End of year $ 40,363,196 ================== See accompanying notes to financial statements. 3.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 1 - PLAN DESCRIPTION The following description of the First Busey Corporation Profit Sharing Plan and Trust ("the Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined contribution plan covering substantially all employees of First Busey Corporation and its subsidiaries ("the Employers") who have attained the minimum age of 21, and have completed one year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions: Each year, participants may contribute a percentage of their pretax annual compensation, as defined in the plan, subject to limitations of the Internal Revenue Code. Participants may also contribute amounts representing distributions from other qualified plans. Eligible participants may also make catch-up contributions to the Plan. The Employers' contributions to the Plan are determined annually by the Board of Directors. The Employers may make matching contributions to the Plan equal to a percentage of the first 6% of total compensation that a participant contributes to the Plan. The Employers may also make profit sharing contributions as determined by the Board of Directors each year. Contributions are subject to certain limitations. Beginning in 2005, any discretionary employer matching contributions or profit sharing contributions will be allocated to the plan in the following year, prior to the filing of the corporate tax return. Participants direct the investment of the contributions into their account into the various investment options offered by the Plan, including First Busey Corporation common stock. Participant Accounts: Each participant's account is credited with the participant's contributions and an allocation of the Employers' contributions and the Plan's earnings and is charged with an allocation of administrative expenses. Allocations are based on participant earnings, participant contributions, or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting: Participants are immediately vested in their voluntary contributions, the Employers' matching contributions, and the respective plan earnings on those contributions. Vesting in the Employers' profit sharing contributions portion of their accounts is based on years of continuous service. A participant is 100% vested after seven years of credited service. A participant is 100% vested upon reaching retirement age, death, or disability regardless of years of service. (Continued) 4.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 1 - PLAN DESCRIPTION (Continued) Participant Loans: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at the prime rate. Interest rates are fixed over the term of the loan. Principal and interest is paid ratably through payroll deductions. Payment of Benefits: Upon termination of service, a participant is entitled to receive an amount representing the vested interest in his or her account. Participants whose vested balance is under $5,000 are paid through a lump sum. Participants whose vested account balance is over $5,000 may elect to receive their payment either as a lump-sum amount or as installments over a period not longer than the life expectancy of the participant. Forfeitures: The non-vested portion of terminated participants accounts plus earnings thereon are forfeited and reallocated to participant accounts. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: The financial statements of the Plan have been prepared using the accrual basis of accounting. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures, and actual results may differ from those estimates. Investment Valuation and Income Recognition: The Plan's investments are stated at fair value. Securities traded on any recognized stock exchange are valued at the last reported sales price at the valuation date. Securities not listed on an exchange and securities for which no sale has been reported on that day are valued at the closing bid price or at fair value as determined by the custodian. Certificates of deposit and participant loans are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a settlement-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Payment of Benefits: Benefits are recorded when paid. Concentration of Credit Risk: At December 31, 2005 and 2004, approximately 36% and 37%, respectively, of the Plan's investment assets were invested in First Busey Corporation common stock. Additionally, at December 31, 2005 and 2004, the Plan held a certificate of deposit with Busey Bank valued at $1,617,556 and $1,666,513, respectively. (Continued) 5.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) Risks and Uncertainties: The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. NOTE 3 - INVESTMENTS The following investments represent 5% or more of the Plan's net assets at December 31: 2005 2004 ------------------ ----------------- INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE Common stock: First Busey Corporation common stock (673,898 shares and 649,372 shares, respectively) $ 14,077,729 $ 13,552,394 Shares of mutual funds: Northern Institutional Small Company Index A 3,657,314 3,293,121 Vanguard Index 500 Admiral Shares 4,882,592 4,550,914 During 2005, the Plan's investments (including investments bought, sold, and held during the year) appreciated in value by $1,280,415 as follows: Common stocks $ 148,447 Shares of mutual funds 1,162,122 Corporate bonds, notes, and commercial paper (30,154) ----------------- $ 1,280,415 ================= NOTE 4 - SHORT-TERM INVESTMENTS Short-term investments at December 31, 2005 and 2004 include certificates of deposit at Busey Bank, a subsidiary of First Busey Corporation, with an interest rate of 3.25% and 1.75%, respectively, and a 30-day maturity. These deposits include approximately $1,618,000 and $1,667,000, respectively, which are in excess of federally insured limits. (Continued) 6.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS Parties in interest are defined under Department of Labor's regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. The Plan paid fees to the following parties in interest for the year ended December 31, 2005: First Busey Trust & Investment Co. Trustee $ 134,225 Benefit Planning Consultants, Inc. Recordkeeper 43,545 Crowe Chizek and Company LLC Auditor 9,750 The Plan held the following investments with parties in interest at December 31: 2005 2004 -------------- --------------- First Busey Corporation Certificate of deposit $ 1,617,556 $ 1,666,513 First Busey Corporation Common stock 14,077,729 13,552,394 Participants Participant loans 385,610 319,610 Certain administrative functions are performed by officers or employees of the Employers. No such officer or employee receives compensation from the Plan. NOTE 6 - INCOME TAX STATUS The Internal Revenue Service has determined and informed First Busey Corporation by a letter dated August 30, 2001 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. NOTE 7 - PLAN TERMINATION Although it has not expressed any intent to do so, the Employers have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plan's termination, participants will become 100% vested in their accounts. 7.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2005 and 2004 NOTE 8 - SUBSEQUENT EVENTS As of January 2006, the Plan has changed recordkeeping services. 8.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF PARTICIPANT CONTRIBUTIONS December 31, 2005 SUPPLEMENTAL SCHEDULES 9.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF PARTICIPANT CONTRIBUTIONS December 31, 2005 Name of Plan Sponsor: First Busey Corporation Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 Participant Contributions of the Current Plan Year Not Deposited Into the Plan Within the Time Period Described in 29CFR 2510.3-102 $ 5,504 Amount fully corrected under the DOL's Voluntary Fiduciary Correction Program (VFC Program) and PTE 2002-51 - --------------- Delinquent Deposits of Current Plan Year Participant Contributions Constituting Prohibited Transactions 5,504 * Delinquent Deposits of Prior Year Participant Contributions Not Fully Corrected - --------------- Total Delinquent Deposits of Participant Contributions Constituting Prohibited Transactions $ 5,504 =============== * Of this amount $5,504 has been fully corrected outside the VFC Program. 10.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2005 Name of Plan Sponsor: First Busey Corporation Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 (c) (b) Description of Investment Identity of Issue, Including Maturity Date, (e) Borrower, Lessor, Rate of Interest, Collateral, (d) Current (a) or Similar Party Par or Maturity Value Cost Value - ----- --------------------------------- ----------------------------- ---- --------------- COMMON STOCK Abbott Laboratories Common stock # $ 42,111 Accenture, Ltd Bermuda Class A Common stock # 43,334 ADR Royal Dutch Shell PLC Sp ADR Common stock # 59,030 Alcoa, Inc. Common stock # 51,274 American International Group Common stock # 69,799 Analog Devices, Inc. Common stock # 34,435 Bank of America Corp. Common stock # 49,473 Best Buy Inc. Common stock # 78,655 BP PLC Sponsored ADR Common stock # 64,220 Bristol Myers Squibb Co. Common stock # 15,626 Burlington Resources Common stock # 192,226 Century Tel, Inc. Common stock # 14,093 Cisco Systems, Inc. Common stock # 37,664 Citigroup, Inc. Common stock # 57,023 Colgate-Palmolive Co. Common stock # 33,678 Dentsply Int'l, Inc. Common stock # 68,294 Disney Common stock # 45,447 DuPont (E.I.) deNemours & Co. Common stock # 36,890 Exelon Corp. Common stock # 28,855 Expeditors International of Wash. Common stock # 77,704 Exxon Mobil Corp Common stock # 80,548 * First Busey Corporation Common stock # 14,077,729 First Data Corp. Common stock # 68,601 General Dynamics Corp. Common stock # 65,579 General Electric Co. Common stock # 66,455 Home Depot Inc. Common stock # 46,471 International Business Machines Common stock # 41,100 (Continued) 11.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2005 Name of Plan Sponsor: First Busey Corporation Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 (c) (b) Description of Investment Identity of Issue, Including Maturity Date, (e) Borrower, Lessor, Rate of Interest, Collateral, (d) Current (a) or Similar Party Par or Maturity Value Cost Value - ----- --------------------------------- ---------------------------------- ---- --------------- MUTUAL FUNDS ABN AMRO Asset Management ABN AMRO/Montag & Caldwell Growth Fund (N) # $ 1,057,476 American Century American Century International Growth Investors Fund # 1,201,987 Acadian Emerging Markets Fund # 139,413 Dodge & Cox Dodge & Cox Stock Fund # 1,068,480 Fidelity Investments Fidelity Advisor Equity Growth Fund (Class I) # 1,072,647 Fidelity Investments Fidelity Advisor Small Cap Fund (Class I) # 114,061 Fidelity Investments Fidelity Diversified International Fund # 1,204,090 Franklin Templeton Investments Mutual Shares Fund (Class Z) # 1,038,446 Northern Trust Northern Institutional Intermediate Bond Fund (A) # 600,444 Northern Trust Northern Institutional Small Company Index Fund (A) # 3,657,314 Rainier Investment Management Rainier Core Equity Portfolio # 1,078,335 Pimco GNMA Inst'l Fund # 199,637 T. Rowe Price T. Rowe Price Mid-Cap Growth Fund # 1,112,207 Vanguard Vanguard Index 500 Admiral Shares Fund # 4,882,592 Vanguard Vanguard Inflation Protected Secs Securities Fund # 594,574 --------------- $ 19,021,703 (Continued) 13.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2005 Name of Plan Sponsor: First Busey Corporation Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 (c) (b) Description of Investment Identity of Issue, Including Maturity Date, (e) Borrower, Lessor, Rate of Interest, Collateral, (d) Current (a) or Similar Party Par or Maturity Value Cost Value - ----- --------------------------------- ---------------------------------- ---- --------------- CORPORATE BONDS, NOTES, AND COMMERCIAL PAPER AIG SunAmerica Global Finance $50,000, 5.850%, due 08/01/08 # $ 51,052 Bank One Corp. Notes $50,000, 6.875%, due 08/01/06 # 50,539 Bristol-Myers Squibb $50,000, 5.750%, due 10/01/11 # 51,639 Ford Motor Credit Corp. $50,000, 6.125%, due 01/09/06 # 49,974 General Electric Capital Corp $100,000, 4.375%, due 11/21/11 # 97,087 Goldman Sachs Group Inc. $100,000, 5.700%, due 09/01/12 # 102,868 Household Finance Corp. $50,000, 4.750%, due 05/15/09 # 49,455 Lehman Brothers Holdings, Inc. $50,000, 4.375%, due 11/30/10 # 48,745 Loews Corp. $150,000, 6.750%, due 12/15/06 # 151,806 Merrill Lynch & Co. Inc. $50,000, 4.500%, due 11/04/10 # 48,894 Morgan Stanley Dean Witter $50,000, 6.875%, due 03/01/07 # 50,977 NationsBank Corp. $75,000, 6.375%, due 02/15/08 # 77,230 SBC Communications, Inc. $50,000, 4.125%, due 09/15/09 # 48,281 United Health Group, Inc. $50,000, 3.375%, due 08/15/07 # 48,866 ------------------ 927,413 SHORT-TERM INVESTMENTS * Busey Bank Certificate of Deposit, 3.250%, due 01/09/06 # 1,617,556 Northern Trust Northern Institutional Governmental Portfolio # 742,445 ------------------ 2,360,001 NOTES RECEIVABLE PARTICIPANTS * Participant loans Interest rates ranging from 4.000% to 8.000% 385,610 ------------------ $ 39,184,832 ================== * Represents a party-in-interest transaction. # Investments are participant-directed; therefore, cost information is not disclosed. 14.

SIGNATURES The Plan, pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. /s/ Aaron Sutton ---------------------------------------- First Busey Corporation Profit Sharing Plan and Trust The Plan, pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. /s/ Aaron Sutton ---------------------------------------- First Busey Corporation Employee Stock Ownership Plan