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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-15950 FIRST BUSEY CORPORATION (Exact name of registrant as specified in its Charter) Nevada 37-1078406 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 201 West Main Street Urbana, Illinois 61801 ------------------------------- ------------------- (Address of principal (Zip Code) executive offices) (217) 365-4513 -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, without par value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 3, 2000, the aggregate market value of the Common Stock held by non-affiliates was $150,997,815. The market value of the Class A Common Stock is based on the closing price for such stock as reported on the Nasdaq National Market on that date. Affiliates include all directors, executive officers and beneficial holders owning 5% or more of the shares. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. Class Outstanding at March 3, 2000 ----- ---------------------------- Common Stock, without par value 13,486,344 DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement dated March 20, 2000 for First Busey Corporation's Annual Meeting of Stockholders to be held April 25, 2000, (the "1999 Proxy Statement") are incorporated by reference into Part III.

1 of 50 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K EXHIBITS Exhibit Description of Exhibit Sequentially Number Numbered Page - --------------------------------------------------------------------------------------------------------------------- 3.1 Certificate of Incorporation of First Busey Corporation (filed as Appendix B to First Busey's definitive proxy statement filed with the Commission on April 5, 1993 (Commission File No. 0-15950), and incorporated herein by reference) 3.2 By-Laws of First Busey Corporation (filed as Appendix C to First Busey's definitive proxy statement filed with the Commission on April 5, 1993 (Commission File No. 0-15950), and incorporated herein by reference) 10.1 First Busey Corporation 1993 Restricted Stock Award Plan (filed as Appendix E to First Busey's definitive proxy statement filed with the Commission on April 5, 1993 (Commission File No. 0-15950), and incorporated herein by reference) 10.3 First Busey Corporation Profit Sharing Plan and Trust (filed as Exhibit 10.3 to First Busey's Registration Statement on Form S-1 (Registration No. 33-13973), and incorporated herein by reference) 10.4 Mortgage on County Plaza Building (filed as Exhibit 10.4 to First Busey's Registration Statement on Form S-1 (Registration No. 33-13973), and incorporated herein by reference) 10.7 First Busey Corporation Employee Stock Ownership Plan (filed as Exhibit 10.7 to First Busey's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (Registration No. 2-66201), and incorporated herein by reference) 10.8 First Busey Corporation 1988 Stock Option Plan (filed as Exhibit 10.8 to First Busey's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (Registration No. 2-66201), and incorporated herein by reference) 10.9 First Busey Corporation 1999 Stock Option Plan (filed as Appendix B to First Busey's definitive proxy statement filed with the Commission on March 25, 1999 (Commission File No. 0-15950), and incorporated herein by reference) 21.1 List of Subsidiaries of First Busey Corporation 23.1 Consent of Independent Public Accountants 99.1 Form 11-K Annual Report for First Busey Corporation Profit Sharing Plan and Trust (Registration No. 33-30095) for the fiscal year ended December 31, 1999 99.2 Form 11-K Annual Report for First Busey Corporation Employee Stock Ownership Plan (Registration No. 33-60402) for the fiscal year ended December 31, 1999

2 of 50 FINANCIAL STATEMENT SCHEDULES Financial statement schedules not included in this Form 10-K have been omitted because they are not applicable for the required information shown in the financial statements or notes thereto. FIRST BUSEY CORPORATION INDEX TO FINANCIAL STATEMENTS Page ----- Independent Auditor's Report 36 Consolidated Balance Sheets 37 Consolidated Statements of Income 38 Consolidated Statements of Stockholders' Equity 39-41 Consolidated Statements of Cash Flows 42-44 Notes to Consolidated Financial Statements 45-73 Management Report 74 Independent Accountant's Report 75 REPORTS ON FORM 8-K No reports on Form 8-K have been filed for or on behalf of First Busey Corporation during the last quarter or the period covered by this Form 10-K. FORM S-8 UNDERTAKING For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into the registrant's Registration Statement on Form S-8 File No. 33-30095. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of the 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, the 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. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Urbana, Illinois on March 25, 1999. FIRST BUSEY CORPORATION BY //DOUGLAS C. MILLS// --------------------------------- Douglas C. Mills Chairman of the Board, President, Chief Executive Officer

3 of 50 EXHIBIT 99.1 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, 1999 Commission File No. 0-15950 (First Busey Corporation) Commission File No. 33-30095 (the Plan) A. Full title of the plan and the address of the plan, if different from that of the issuer named below: FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST (the "Plan") B. Name of issuer of the securities held pursuant to the plan and the address of its principle executive office: FIRST BUSEY CORPORATION 201 WEST MAIN STREET URBANA, ILLINOIS 61801

4 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998

5 of 50 CONTENTS - ---------------------------------------------------------------------------- INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS 1 - ---------------------------------------------------------------------------- FINANCIAL STATEMENTS Statements of net assets available for benefits 2 Statements of changes in net assets available for benefits 3 Notes to financial statements 4 - 18 - ---------------------------------------------------------------------------- SUPPLEMENTAL SCHEDULES Schedule of assets held for investment purposes at end of year 19 - 25 Schedule of reportable transactions 26 Party in interest transactions 27 - ----------------------------------------------------------------------------

6 of 50 INDEPENDENT AUDITOR'S REPORT To the Profit Sharing 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 as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST as of December 31, 1999 and 1998, and the changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary schedules of assets held for investment purposes, reportable transactions and party in interest transactions are presented for purposes 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Champaign, Illinois April 24, 2000 1

7 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 1999 1998 - ---------------------------------------------------------------------- ASSETS Investments at fair value: Common stock $14,690,799 $13,686,365 Preferred stock 41,700 56,125 Shares of registered investment companies 14,398,224 8,382,379 Corporate bonds, notes and commercial paper 1,561,937 1,681,210 Short-term investments 1,765,269 1,690,755 Notes receivable, participants 191,500 171,914 Taxable municipal bonds 99,336 102,030 U. S. Treasury and federal agency securities 80,025 81,000 Notes receivable, other - 66,594 Other 4,363 4,105 ------------------------ 32,833,153 25,922,477 ------------------------ Receivables: Accrued interest and dividends 26,173 157,915 Participants' contributions - 29,099 Other - 362 ------------------------ 26,173 187,376 ------------------------ Cash 33,315 - ------------------------ TOTAL ASSETS 32,892,641 26,109,853 ------------------------ LIABILITIES Cash overdraft - 65 ------------------------ TOTAL LIABILITIES - 65 ------------------------ NET ASSETS AVAILABLE FOR BENEFITS $32,892,641 $26,109,788 ======================== See Notes to Financial Statements. 2

8 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 1999 1998 1997 - ------------------------------------------------------------------------------------ Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 5,753,286 $ 4,480,757 $ 3,130,723 Interest and dividends 578,091 476,598 520,750 ------------------------------------- 6,331,377 4,957,355 3,651,473 ------------------------------------- Contributions: Employers' 679,750 622,590 603,301 Employees' 783,823 792,785 702,638 Employee contribution rollovers 114,296 427,494 2,846 ------------------------------------- 1,577,869 1,842,869 1,308,785 ------------------------------------- TOTAL ADDITIONS 7,909,246 6,800,224 4,960,258 ------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 944,297 581,684 892,555 Administrative expenses 182,096 160,641 103,582 ------------------------------------- TOTAL DEDUCTIONS 1,126,393 742,325 996,137 ------------------------------------- NET INCREASE 6,782,853 6,057,899 3,964,121 Net assets available for benefits: Beginning of year 26,109,788 20,051,889 16,087,768 ------------------------------------- End of year $32,892,641 $26,109,788 $20,051,889 ===================================== See Notes to Financial Statements. 3

9 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- PLAN DESCRIPTION The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: First Busey Corporation Profit Sharing Plan and Trust (the Plan) is a multiple-employer profit sharing plan and 401(k) plan. Participating employers are First Busey Corporation and its subsidiaries (the Employers). The Plan is a profit sharing plan that was amended effective January 1, 1987, to include a 401(k) plan. The Plan covers all full-time employees of the Employers who have completed 1 year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions: Each participant is permitted to make voluntary contributions to their profit sharing account up to 10% of the participant's total compensation, subject to certain limits as provided in the plan document and in income tax regulations. Participants may also contribute amounts representing distributions from other qualified plans. The Employers' contributions to the profit sharing portion of the Plan are determined by the Board of Directors. The Employers also make matching contributions to the 401(k) portion of the Plan equal to a percentage of the first 6% of total compensation that a participant contributes to the Plan. The Employers' matching contribution is dependent upon the earnings per share attained by First Busey Corporation. The Board of Directors approves the level of matching contributions each year. Participant accounts: Each participant's profit sharing account is credited with the participant's contributions and an allocation of (a) the Employers' contribution, (b) Plan earnings, (c) forfeitures of terminated participants' non-vested accounts, and (d) administrative expenses. Allocations are based on participant earnings 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. Each participant's 401(k) account is credited with the participant's voluntary contributions and an allocation of (a) the Employers' contribution, (b) Plan earnings, and (c) administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting: Participants in the 401(k) plan are immediately vested in their voluntary contributions, the Company's contribution and the respective Plan earnings on those contributions. 4

10 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Participants in the profit sharing plan are immediately vested in their voluntary contributions plus earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is 100 percent vested after seven years of credited service. Investment options: Upon enrollment in the 401(k) plan, a participant may direct contributions in any of eight investment options as follows: Balanced Fund - Funds are invested primarily in shares of registered investment companies and corporate bonds. Equity Growth Fund - Funds are invested in shares of registered investment companies. FBC Stock Fund - Funds are invested in common stock of First Busey Corporation. CD Fund - Funds are invested in a certificate of deposit with Busey Bank, a subsidiary of First Busey Corporation. International Fund - Funds are invested in international equity mutual funds. S & P 500 Index Fund - Funds are invested in the 500 largest companies domiciled in the United States. Small Cap Fund - Funds are invested in equity securities of companies with market capitalization. Intermediate Bond Fund - Funds are invested in a broad range of bonds and other fixed income securities. Self-Directed Accounts - Funds are invested in any type of investment as chosen by the participant. Participants may change their investment options quarterly. Notes receivable, participants: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms range from 3 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at the prime rate as set by American National Bank. Interest rates range from 7.5 percent to 8.5 percent and are fixed over the term of the loan. Principal and interest is paid ratably through monthly payroll deductions. 5

11 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Payment of benefits: Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or an annuity payable to the participant for his or her life with an annuity payable to the participant's surviving spouse equal to 50% of the participant's annuity. The participant may elect to receive a smaller annuity benefit with continuation of payments to the spouse at a rate of 75% or 100% of the participants' annuity. SIGNIFICANT ACCOUNTING POLICIES Basis of accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investment valuation and income recognition: The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. 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 Trustee. Certificates of deposit and participant and other notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-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. 6

12 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- INVESTMENTS The following table presents the fair values of investments as of December 31, 1999 and 1998. Investments that represent 5 percent or more of the Plan's net assets as of December 31, 1999 are separately identified. 1999 1998 ---------------------------------------------------- Number of Number of Shares or Shares or Principal Principal Amount Fair Value Amount Fair Value ---------------------------------------------------- Investments at fair value: Common and preferred stock: First Busey Corporation, Common 527,269 $11,929,461 544,937 $ 9,945,100 Other 56,673 2,803,038 113,040 3,797,390 Shares of registered investment companies: Federated Max-Cap Fund #39 138,086.671 4,138,457 101,964.960 2,587,871 Other 371,794.136 10,259,767 228,046.166 5,794,508 Corporate bonds, notes and commercial paper $ 1,625,000 1,561,937 $ 1,650,000 1,681,210 Short-term investments $ 1,765,269 1,765,269 $ 1,690,755 1,690,755 Notes receivable, participants $ 191,500 191,500 $ 171,914 171,914 Taxable municipal bonds $ 100,000 99,336 $ 100,119 102,030 U. S. Treasury and Federal Agency Securities $ 80,000 80,025 $ 80,000 81,000 Notes receivable, other - - $ 66,594 66,594 Other 1 4,363 1 4,105 ----------- ----------- $32,833,153 $25,922,477 =========== =========== During the years ended December 31, 1999, 1998 and 1997 the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value by $5,753,286, $4,480,757 and $3,130,723 respectively, as follows: 1999 1998 1997 ------------------------------------ Investments at fair value: Common stocks $2,764,993 $3,030,470 $1,965,208 Preferred stock 5,575 6,125 - Shares of registered investment companies 3,078,052 1,426,388 1,149,336 Corporate bonds, notes and commercial paper (91,665) 15,970 5,557 Taxable municipal bonds (2,694) 1,392 (4,753) U. S. Treasury and federal agency securities (975) 412 15,375 ------------------------------------ $5,753,286 $4,480,757 $3,130,723 ==================================== 7

13 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- PARTY IN INTEREST TRANSACTIONS Parties in interest include fiduciaries or employees of the plan, any person who provides services to the plan, an employer whose employees are covered by the plan, an employee organization whose members are covered by the plan, a person who owns 50 percent or more of such an employer or employee association, or relatives of such persons just listed. Fees paid to First Busey Trust & Investment Co., the Plan's trustee, for investment management services amounted to $142,939, $116,206 and $61,110 for the three years ended December 31, 1999, 1998 and 1997, respectively. The Plan invests in certificates of deposit with Busey Bank, a subsidiary of First Busey Corporation. Purchases and maturities of certificates of deposit from Busey Bank also qualify as party in interest transactions. INCOME TAX STATUS The Internal Revenue Service has determined and informed First Busey Corporation by a letter dated May 25, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. PLAN TERMINATION In the event of the termination of the Plan, or upon the complete discontinuance of contributions, the Plan shall be used to provide benefits under the Plan for participants and their beneficiaries in the order of decreasing priority as described in the Employee Retirement Income Security Act of 1974. In the event of Plan termination, participants will become 100 percent vested in their accounts. Presently, there is no intention on the part of the Employers to terminate the Plan or to discontinue contributions to the Plan. 8

14 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND December 31, 1999 Participant Directed Profit Sharing & 401(k) -------------------------------------------------------- Equity FBC Balanced Growth Stock CD Loan Fund Fund Fund Fund Account -------------------------------------------------------- ASSETS Investments at fair value: Common stock $2,585,228 $ - $11,920,411 $ - $ - Preferred stock 41,700 - - - - Shares of registered investment companies 522,524 6,042,343 - - - Corporate bonds, notes and commercial paper 1,546,537 - - - - Short-term investments 169,776 154,006 322,129 881,640 Notes receivable, participants - - - - 191,500 Taxable municipal bonds 99,336 - - - - U.S. Treasury and federal agency securities 80,025 - - - - Notes receivable, other - - - - - Other - - - - - -------------------------------------------------------- 5,045,126 6,196,349 12,242,540 881,640 191,500 -------------------------------------------------------- Receivables: Interfund (payable)/receivable 3,376 (2,290) 1,937 2,426 - Accrued interest and dividends 23,370 477 419 6 - -------------------------------------------------------- 26,746 (1,813) 2,356 2,432 - -------------------------------------------------------- Cash 4,545 6,704 12,888 646 - -------------------------------------------------------- TOTAL ASSETS 5,076,417 6,201,240 12,257,784 884,718 191,500 -------------------------------------------------------- LIABILITIES Cash overdraft - - - - - -------------------------------------------------------- TOTAL LIABILITIES - - - - - -------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $5,076,417 $6,201,240 $12,257,784 $884,718 $191,500 ======================================================== 9

15 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- December 31, 1999 Participant Directed Profit Sharing & 401(k) --------------------------------------------------------------------------------------------------- S&P 500 Financial Intermediate Self- International Index Institution Small Bond Directed Holding Fund Fund Fund Cap Fund Accounts Account Total --------------------------------------------------------------------------------------------------- ASSETS Investments at fair value: Common stock $ - $ - $ - $ - $ - $ 185,160 $ - $14,690,799 Preferred stock - - - - - - - 41,700 Shares of registered investment companies 2,478,332 4,138,457 - 943,251 273,317 - - 14,398,224 Corporate bonds, notes and commercial paper - - - - - 15,400 - 1,561,937 Short-term investments 89,498 106,264 - 22,943 8,275 8,863 1,875 1,765,269 Notes receivable, participants - - - - - - - 191,500 Taxable municipal bonds - - - - - - - 99,336 U.S. Treasury and federal agency securities - - - - - - - 80,025 Notes receivable, other - - - - - - - - Other - - - - - 4,363 - 4,363 --------------------------------------------------------------------------------------------------- 2,567,830 4,244,721 - 966,194 281,592 213,786 1,875 32,833,153 --------------------------------------------------------------------------------------------------- Receivables: Interfund (payable)/receivable (104) 215 (330) (696) (913) - (3,621) - Accrued interest and dividends 62 48 - 63 12 40 1,676 26,173 --------------------------------------------------------------------------------------------------- (42) 263 (330) (633) (901) 40 (1,945) 26,173 --------------------------------------------------------------------------------------------------- Cash 2,028 4,867 330 972 265 - 70 33,315 --------------------------------------------------------------------------------------------------- TOTAL ASSETS 2,569,816 4,249,851 - 966,533 280,956 213,826 - 32,892,641 --------------------------------------------------------------------------------------------------- LIABILITIES Cash overdraft - - - - - - - - --------------------------------------------------------------------------------------------------- TOTAL LIABILITIES - - - - - - - - --------------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $2,569,816 $4,249,851 $ - $966,533 $ 280,956 $ 213,826 $ - $32,892,641 =================================================================================================== 10

16 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 7. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND (CONTINUED) December 31, 1998 Participant Directed Profit Sharing & 401(k) ------------------------------------------------------- Equity FBC Balanced Growth Stock CD Loan Fund Fund Fund Fund Account ------------------------------------------------------- ASSETS Investments at fair value: Common stock $2,387,514 $ - $ 9,937,800 $ - $ - Preferred stock 33,675 - - - - Shares of registered investment companies 560,386 4,287,782 - - - Corporate bonds, notes and commercial paper 1,631,210 - - - - Short-term investments 227,146 87,846 30,306 696,206 - Notes receivable, participants - - - - 171,914 Taxable municipal bonds 102,030 - - - - U.S. Treasury and federal agency securities 81,000 - - - - Notes receivable, other 66,594 - - - - Other - - - - - ------------------------------------------------------- 5,089,555 4,375,628 9,968,106 696,206 171,914 ------------------------------------------------------- Receivables: Interfund (payable)/receivable 87,175 149,191 251,781 13,788 - Accrued interest and dividends 31,415 46,582 126 27,037 - Participants' contribution 3,985 6,823 11,768 719 - Other - 57 34 - - ------------------------------------------------------- 122,575 202,653 263,709 41,544 - ------------------------------------------------------- TOTAL ASSETS 5,212,130 4,578,281 10,231,815 737,750 171,914 ------------------------------------------------------- LIABILITIES Cash overdraft - - - 65 - ------------------------------------------------------- TOTAL LIABILITIES - - - 65 - ------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $5,212,130 $4,578,281 $10,231,815 $737,685 $171,914 ======================================================= 11

17 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- December 31, 1998 Participant Directed Profit Sharing & 401(k) ----------------------------------------------------------------------------- S&P 500 Financial Self- International Index Institution Directed Holding Fund Fund Fund Accounts Account Total ----------------------------------------------------------------------------- ASSETS Investments at fair value: Common stock $ - $ - $ 1,167,091 $ 193,960 $ - $13,686,365 Preferred stock - - 22,450 - - 56,125 Shares of registered investment companies 946,340 2,587,871 - - - 8,382,379 Corporate bonds, notes and commercial paper - - 30,000 20,000 - 1,681,210 Short-term investments 1,919 8,541 15,578 3,110 620,103 1,690,755 Notes receivable, participants - - - - - 171,914 Taxable municipal bonds - - - - - 102,030 U.S. Treasury and federal agency securities - - - - - 81,000 Notes receivable, other - - - - - 66,594 Other - - - 4,105 - 4,105 ----------------------------------------------------------------------------- 948,259 2,596,412 1,235,119 221,175 620,103 25,922,477 ----------------------------------------------------------------------------- Receivables: Interfund (payable)/receivable 29,056 57,215 34,631 - (622,837) - Accrued interest and dividends 50,341 17 53 10 2,334 157,915 Participants' contribution 1,396 2,795 1,613 - - 29,099 Other (56) (23) - (50) 400 362 ----------------------------------------------------------------------------- 80,737 60,004 36,297 (40) (620,103) 187,376 ----------------------------------------------------------------------------- TOTAL ASSETS 1,028,996 2,656,416 1,271,416 221,135 - 26,109,853 ----------------------------------------------------------------------------- LIABILITIES Cash overdraft - - - - - 65 ----------------------------------------------------------------------------- TOTAL LIABILITIES - - - - - 65 ----------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 1,028,996 $2,656,416 $ 1,271,416 $ 221,135 $ - $26,109,788 ============================================================================= 12

18 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, BY FUND Year Ended December 31, 1999 Participant Directed Profit Sharing & 401(k) --------------------------------------------------------- Equity FBC Balanced Growth Stock CD Loan Fund Fund Fund Fund Account --------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 439,360 $1,411,789 $ 2,427,896 $ - $ - Interest and dividends 157,697 29,468 243,848 44,934 16,379 --------------------------------------------------------- 597,057 1,441,257 2,671,744 44,934 16,379 --------------------------------------------------------- Contributions: Employers 78,593 134,569 269,383 18,769 - Employees 92,408 154,488 319,627 22,820 - Employee contributions representing transfers from another qualified retirement trust 1,439 3,781 103,689 - - --------------------------------------------------------- 172,440 292,838 692,699 41,589 - --------------------------------------------------------- TOTAL ADDITIONS 769,497 1,734,095 3,364,443 86,523 16,379 --------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 190,859 92,656 397,082 186,179 12,135 Administrative expenses 32,047 29,516 73,724 5,580 - --------------------------------------------------------- TOTAL DEDUCTIONS 222,906 122,172 470,806 191,759 12,135 --------------------------------------------------------- Net participants' transfers between funds (674,544) 9,323 (870,507) 251,723 15,342 Net forfeitures (7,760) 1,713 2,839 546 - --------------------------------------------------------- (682,304) 11,036 (867,668) 252,269 15,342 --------------------------------------------------------- NET INCREASE (DECREASE) (135,713) 1,622,959 2,025,969 147,033 19,586 Net assets available for benefits: Beginning of year 5,212,130 4,578,281 10,231,815 737,685 171,914 --------------------------------------------------------- End of year $5,076,417 $6,201,240 $12,257,784 $884,718 $191,500 ========================================================= 13

19 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Year Ended December 31, 1999 Participant Directed Profit Sharing & 401(k) ----------------------------------------------------------------------------------------------- S&P 500 Financial Intermediate Self- International Index Institution Small Bond Directed Holding Fund Fund Fund Cap Fund Accounts Account Total ----------------------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 712,229 $ 676,640 $ (28,323) $128,321 $ (3,683) $(10,943) $ - $ 5,753,286 Interest and dividends 10,652 44,288 13,377 8,539 4,597 4,312 - 578,091 ----------------------------------------------------------------------------------------------- 722,881 720,928 (14,946) 136,860 914 (6,631) - 6,331,377 ----------------------------------------------------------------------------------------------- Contributions: Employers 45,817 104,020 - 21,608 6,991 - - 679,750 Employees 46,111 126,349 12,455 7,078 2,487 - - 783,823 Employee contributions representing transfers from another qualified retirement trust 443 1,914 - 1,310 1,720 - - 114,296 ----------------------------------------------------------------------------------------------- 92,371 232,283 12,455 29,996 11,198 - - 1,577,869 ----------------------------------------------------------------------------------------------- TOTAL ADDITIONS 815,252 953,211 (2,491) 166,856 12,112 (6,631) - 7,909,246 ----------------------------------------------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 17,538 42,071 5,777 - - - - 944,297 Administrative expenses 9,948 24,841 4,646 843 273 678 - 182,096 ----------------------------------------------------------------------------------------------- TOTAL DEDUCTIONS 27,486 66,912 10,346 843 273 678 - 1,126,316 ----------------------------------------------------------------------------------------------- Net participants' transfers between funds 752,287 706,140 (1,258,502) 799,835 268,903 - - - Net forfeitures 767 996 - 685 214 - - - ----------------------------------------------------------------------------------------------- 753,054 707,136 (1,258,579) 800,520 269,117 - - - ----------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) 1,540,820 1,593,435 (1,271,416) 966,533 280,956 (7,309) - 6,782,853 Net assets available for benefits: Beginning of year 1,028,996 2,656,416 1,271,416 - - 221,135 - 26,109,788 ----------------------------------------------------------------------------------------------- End of year $ 2,569,816 $4,249,851 $ - $966,533 $ 280,956 $213,826 $ - $32,892,641 =============================================================================================== 14

20 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 8. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, BY FUND (CONTINUED) Year Ended December 31, 1998 Participant Directed Profit Sharing & 401(k) ----------------------------------------------------------- Equity FBC Balanced Growth Stock CD Loan Fund Fund Fund Fund Account ----------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 729,132 $ 670,819 $ 2,557,305 $ - $ - Interest and dividends 109,324 26,536 230,545 27,812 18,507 ----------------------------------------------------------- 838,456 697,355 2,787,850 27,812 18,507 ----------------------------------------------------------- Contributions: Employers 92,844 144,884 252,088 13,378 - Employees 103,199 208,823 324,391 12,109 - Employee contributions representing transfers from another qualified retirement trust 130,807 133,738 55,217 - - ----------------------------------------------------------- 326,850 487,445 631,696 25,487 - ----------------------------------------------------------- TOTAL ADDITIONS 1,165,306 1,184,800 3,419,546 53,299 18,507 ----------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 163,555 119,693 230,980 2,427 1,695 Administrative expenses 30,768 28,998 65,974 3,098 - ----------------------------------------------------------- TOTAL DEDUCTIONS 194,323 148,691 296,954 5,525 1,695 ----------------------------------------------------------- Net participants' transfers between funds 75,417 (168,219) (497,238) 345,144 (54,628) Net forfeitures (6,073) 2,038 2,690 336 - ----------------------------------------------------------- 69,344 (166,181) (494,548) 345,480 (54,628) ----------------------------------------------------------- NET INCREASE (DECREASE) 1,040,327 869,928 2,628,044 393,254 (37,816) Net assets available for benefits: Beginning of year 4,171,803 3,708,353 7,603,771 344,431 209,730 ----------------------------------------------------------- End of year $5,212,130 $4,578,281 $10,231,815 $737,685 $171,914 =========================================================== 15

21 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Year Ended December 31, 1998 Participant Directed Profit Sharing & 401(k) ---------------------------------------------------------------------------- S&P 500 Financial Self- International Index Institution Directed Holding Fund Fund Fund Accounts Account Total ---------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 170,758 $ 486,008 $ (106,145) $ (27,120) $ - $ 4,480,757 Interest and dividends 7,839 23,016 29,317 3,677 25 476,598 ---------------------------------------------------------------------------- 178,597 509,024 (76,828) (23,443) 25 4,957,355 ---------------------------------------------------------------------------- Contributions: Employers 28,777 56,228 34,391 - - 622,590 Employees 33,953 61,818 48,492 - - 792,785 Employee contributions representing transfers from another qualified retirement trust 6,476 64,279 33,101 3,876 - 427,494 ---------------------------------------------------------------------------- 69,206 182,325 115,984 3,876 - 1,842,869 ---------------------------------------------------------------------------- TOTAL ADDITIONS 247,803 691,349 39,156 (19,567) 25 6,800,224 ---------------------------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 37,960 19,945 5,429 - - 581,684 Administrative expenses 6,110 11,458 13,538 697 - 160,641 ---------------------------------------------------------------------------- TOTAL DEDUCTIONS 44,070 31,403 18,967 697 - 742,325 ---------------------------------------------------------------------------- Net participants' transfers between funds (271,455) 374,516 199,407 - (2,944) - Net forfeitures 251 655 103 - - - ---------------------------------------------------------------------------- (271,204) 375,171 199,510 - (2,944) - ---------------------------------------------------------------------------- NET INCREASE (DECREASE) (67,471) 1,035,117 219,699 (20,264) (2,919) 6,057,899 Net assets available for benefits: Beginning of year 1,096,467 1,621,299 1,051,717 241,399 2,919 20,051,889 ---------------------------------------------------------------------------- End of year $ 1,028,996 $2,656,416 $ 1,271,416 $ 221,135 $ - $26,109,788 ============================================================================= 16

22 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- NOTE 8. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, BY FUND (CONTINUED) Year Ended December 31, 1997 Participant Directed Profit Sharing & 401(k) ------------------------------------------------------- Equity FBC Balanced Growth Stock CD Loan Fund Fund Fund Fund Account ------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 68,057 $ 441,664 $1,115,294 $ - $ - Interest and dividends 59,402 33,980 151,576 9,464 12,865 ------------------------------------------------------- 127,459 475,644 1,266,870 9,464 12,865 ------------------------------------------------------- Contributions: Employers 96,515 134,832 222,339 8,690 - Employees 68,890 180,634 400,681 9,287 - Employee contributions representing transfers from another qualified retirement trust - - - - - ------------------------------------------------------- 165,405 315,466 623,020 17,977 - ------------------------------------------------------- TOTAL ADDITIONS 292,864 791,110 1,889,890 27,441 12,865 ------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 123,210 35,994 105,223 14,870 - Administrative expenses 5,973 7,851 16,234 2,363 - ------------------------------------------------------- TOTAL DEDUCTIONS 129,183 43,845 121,457 17,233 - ------------------------------------------------------- Net participants' transfers between funds 3,038,678 1,369,790 1,474,778 205,428 196,865 Net forfeitures (10,364) 3,438 1,179 239 - ------------------------------------------------------- 3,028,314 1,373,228 1,475,957 205,667 196,865 ------------------------------------------------------- NET INCREASE (DECREASE) 3,191,995 2,120,493 3,244,390 215,875 209,730 Net assets available for benefits: Beginning of year 979,808 1,587,860 4,359,381 128,556 - ------------------------------------------------------- End of year $4,171,803 $3,708,353 $7,603,771 $344,431 $209,730 ======================================================= 17

23 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Year Ended December 31, 1997 Participant Directed Profit Sharing & 401(k) ----------------------------------------------------------------------------- S&P 500 Financial Self- International Index Institution Directed Holding Fund Fund Fund Accounts Account Total ----------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ (3,198) $ 29,491 $ 106,676 $ 74,966 $ 1,297,773 $ 3,130,723 Interest and dividends 9,312 7,802 4,278 6,209 225,862 520,750 ----------------------------------------------------------------------------- 6,114 37,293 110,954 81,175 1,523,635 3,651,473 ----------------------------------------------------------------------------- Contributions: Employers 54,035 61,719 25,171 - - 603,301 Employees 43,146 - - - - 702,638 Employee contributions representing transfers from another qualified retirement trust - - - - 2,846 2,846 ----------------------------------------------------------------------------- 97,181 61,719 25,171 - 2,846 1,308,785 ----------------------------------------------------------------------------- TOTAL ADDITIONS 103,295 99,012 136,125 81,175 1,526,481 4,960,258 ----------------------------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 1,039 810 - - 611,409 892,555 Administrative expenses 2,649 1,858 1,815 499 64,340 103,582 ----------------------------------------------------------------------------- TOTAL DEDUCTIONS 3,688 2,668 1,815 499 675,749 996,137 ----------------------------------------------------------------------------- Net participants' transfers between funds 995,879 1,521,727 916,108 160,723 (9,879,976) - Net forfeitures 981 3,228 1,299 - - - ----------------------------------------------------------------------------- 996,860 1,524,955 917,407 160,723 (9,879,976) - ----------------------------------------------------------------------------- NET INCREASE (DECREASE) 1,096,467 1,621,299 1,051,717 241,399 (9,029,244) 3,964,121 Net assets available for benefits: Beginning of year - - - - 9,032,163 16,087,768 ----------------------------------------------------------------------------- End of year $ 1,096,467 $1,621,299 $ 1,051,717 $ 241,399 $ 2,919 $20,051,889 ============================================================================= 18

24 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999 Number of Shares or Principal Current Description Amount Cost Value - -------------------------------------------------------------------------------------------- COMMON STOCKS Abbott Laboratories 1,068 $ 33,827 $ 38,782 American International Group 1,002 54,438 108,341 Associates First Capital Corp. CL A 1,250 50,359 34,297 Bank of America Corporation 708 47,779 35,533 Bank One Corp. 900 50,152 28,800 BankIllinois Financial Corp. 115 1,341 2,602 BankIllinois Financial Corp. 463 5,399 10,475 Boeing Co. 1,032 47,982 42,763 Bristol Myers Squibb Co. 1,360 59,275 87,295 Cisco Systems, Inc. 1,440 27,367 154,260 Citizens First Financial Corp. 1,750 17,500 21,000 Colorado Business Bankshares, Inc. 600 9,033 7,650 Commercial Net Lease Realty Inc. 500 6,103 4,969 Disney (Walt) Co. 1,896 52,836 55,458 Du Pont (E.I.) De Nemours & Co. 868 49,751 57,179 Earthlink Network, Inc. 100 6,048 4,250 Emerson Electric Co. 960 52,476 55,080 Exxon Mobil Corp. 1,177 65,190 94,822 F.N.B. Corporation 483 4,897 10,747 Federal National Mortgage Association 672 33,939 41,958 * First Busey Corporation 526,869 6,385,003 11,920,411 * First Busey Corporation 400 4,588 9,050 First Data Corp. 1,850 53,372 91,228 First Union Corp. 100 4,616 3,294 Fleet Boston Financial Corp. 1,047 37,055 36,449 General Electric Co. 832 55,484 128,752 Gillette Co. 1,328 60,195 54,697 Harbor Florida Bancshares Inc. 803 1,781 10,389 Hartford Life Class A 1,000 54,100 44,000 Home Depot Inc. 1,432 39,995 147,675 ----------------------- COMMON STOCKS SUBTOTAL $7,371,881 $13,342,206 ----------------------- Continued * Represents party-in-interest transaction. 19

25 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR, CONTINUED DECEMBER 31, 1999 Number of Shares or Principal Current Description Amount Cost Value - -------------------------------------------------------------------------------------------- COMMON STOCKS BROUGHT FORWARD $ 7,371,881 $13,342,206 Intel Corp. 904 34,006 74,410 Intervest Bancshares Corp. 2,000 20,000 12,500 Intervest Bancshares Corp. Warrants (Exp. 12/31/02) 2,000 - - Kohl's Corp. 1,712 56,663 123,585 May Department Stores Co. 1,440 52,476 46,440 McDonald's Corp. 2,092 48,735 84,334 MCI Worldcom Inc. 163 11,909 12,974 Microsoft Corporation 1,560 52,059 182,130 National City Corp. 1,724 51,507 40,837 Pepsico 1,474 53,949 51,958 Pitney Bowes Inc. 956 51,122 46,187 Procter & Gamble 684 46,941 74,941 Raytheon Co. Class B (New) 451 13,237 11,980 Republic Security Financial Corp. 419 1,881 2,998 Royal Dutch Petroleum 1.25 Guilder Shares 960 51,516 58,140 Schering-Plough Corp. 800 23,906 33,900 Staples, Inc. 2,565 52,003 53,224 State Street Corp. 1,053 59,398 76,935 Sun Microsytems, Inc. 2,080 51,267 161,070 Vodafone Airtouch PLC 500 4,114 24,750 Wal-Mart Stores, Inc. 1,600 52,880 110,600 Wells Fargo & Co. New 1,600 52,110 64,700 ------------------------ TOTAL COMMON STOCKS $ 8,213,560 $14,690,799 ======================== PREFERRED STOCKS CNB CAP TR I GTD CONV. PFD 1,200 $ 30,000 $ 41,700 ------------------------ TOTAL PREFERRED STOCKS $ 30,000 $ 41,700 ======================== Continued 20

26 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR, CONTINUED DECEMBER 31, 1999 Number of Shares or Principal Current Description Amount Cost Value - -------------------------------------------------------------------------------------------- SHARES OF REGISTERED INVESTMENT COMPANIES Federated Max-Cap Fund #39 138,086.671 $ 3,238,209 $ 4,138,457 Fidelity Advisor Equity Growth Class I 1,067.524 39,026 77,951 Fidelity Advisor Equity Growth Class I 14,194.489 777,959 1,036,482 Fidelity Advisor Small Cap - Class I 4,444.445 50,000 101,778 Invesco Dynamics 3,540.139 58,200 91,548 Invesco Dynamics 50,599.928 746,541 1,308,514 Janus Fund 1,817.249 41,633 80,050 Janus Fund 24,288.455 718,277 1,069,906 MFS Capital Opportunities Fund - CL I 2,886.115 55,500 60,695 MFS Capital Opportunities Fund - CL I 44,243.447 859,849 930,440 Mutual Shares Fund 2,864.997 50,591 58,532 Mutual Shares Fund 42,879.575 928,015 876,030 Nicholas Fund, Inc. 640.425 38,272 51,970 Nicholas Fund, Inc. 10,116.713 862,532 820,971 Northern Institutional Intermediate Bond A 14,522.687 277,000 273,317 Northern Institutional Small Company Index A 73,749.088 914,300 943,251 Scudder International Fund 18,508.911 966,881 1,309,320 T. Rowe Price International Stock Fund 61,429.949 930,661 1,169,012 ------------------------ TOTAL SHARES OF MUTUAL FUNDS $11,553,446 $14,398,224 ======================== CORPORATE BONDS, NOTES AND COMMERCIAL PAPER Abbey Natl PLC Medium Term, 6.690% due October 17, 2005 $ 50,000 $ 49,292 $ 47,906 American General Corp., 6.250%, due March 15, 2003 100,000 95,916 97,094 Associates Corp. NA, 6.000%, due December 1, 2002 50,000 51,010 48,625 BankAmerica Corp., 6.625%, due May 30, 2001 125,000 126,656 124,375 Bear Stearns Co., Inc., 6.700%, due August 1, 2003 100,000 101,164 97,437 ------------------------ CORPORATE BONDS, NOTES AND COMMERCIAL PAPER SUBTOTAL $ 424,038 $ 415,437 ------------------------ Continued 21

27 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR, CONTINUED DECEMBER 31, 1999 Number of Shares or Principal Current Description Amount Cost Value - -------------------------------------------------------------------------------------------- CORPORATE BONDS, NOTES AND COMMERCIAL PAPER BROUGHT FORWARD $ 424,038 $ 415,437 Bears Stearns Co., Inc., 6.125%, due February 1, 2003 100,000 100,509 96,500 Bear Stearns Co., Inc., 6.500%, due June 15, 2000 50,000 50,495 50,000 BellSouth Telecommunications Inc., 6.500%, due February 1, 2000 25,000 25,047 25,007 Chemical Bank, 6.625%, due August 15, 2005 50,000 51,271 48,281 CIT Group Holdings, Inc., 5.625%, due February 1, 2001 25,000 23,741 24,664 Citicorp, 6.375%, due January 15, 2006 100,000 103,606 94,563 Ford Motor Credit Corp., 6.125%, due January 9, 2006 50,000 50,334 46,781 Household Finance Corp., 5.875%, due September 25, 2004 50,000 50,157 47,016 Intervest Bancshares Corp., 8.000%, due July 1, 2008 30,000 23,100 23,100 Intervest Bancshares Corp., 8.000%, due July 1, 2008 20,000 20,000 15,400 Loews Corp., 6.750%, due December 15, 2006 150,000 153,088 141,797 Merrill Lynch & Co. Inc., 6.000%, due July 15, 2005 50,000 50,163 46,875 Merrill Lynch & Co. Inc., 6.000%, due November 15, 2004 50,000 50,725 47,391 Merrill Lynch & Co. Inc., 6.550%, due August 1, 2004 100,000 100,706 97,063 Morgan Stanley Dean Witter, 6.875%, due March 1, 2007 50,000 48,857 48,125 NationsBank Corp., 6.125%, due July 15, 2004 50,000 50,670 47,969 NationsBank Corp., 6.375%, May 15, 2005 100,000 100,868 96,063 Norwest Corp., 6.800%, due May 15, 2002 25,000 24,880 24,898 St. Paul Companies, Inc., 6.170%, due January 15, 2001 50,000 50,485 49,625 St. Paul Companies, Inc., 7.970%, due May 20, 2002 25,000 25,371 25,437 Tele-Communications Inc., 7.250%, due August 1, 2005 50,000 50,781 49,945 ------------------------ TOTAL CORPORATE BONDS, NOTES AND COMMERCIAL PAPER $ 1,628,892 $ 1,561,937 ======================== Continued 22

28 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR, CONTINUED DECEMBER 31, 1999 Number of Shares or Principal Current Description Amount Cost Value - -------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS * Certificate of Deposit, Busey Bank, 6.000%, due December 31, 1999 $ 865,161 $ 865,161 $ 865,161 Northern Institutional Government Select Portfolio 322,129 322,129 322,129 Northern Institutional Government Select Portfolio 16,479 16,479 16,479 Northern Institutional Government Select Portfolio 169,776 169,776 169,776 Northern Institutional Government Select Portfolio 1,875 1,875 1,875 Northern Institutional Government Select Portfolio 154,006 154,006 154,006 Northern Institutional Government Select Portfolio 7,361 7,361 7,361 Northern Institutional Government Select Portfolio 1,502 1,502 1,502 Northern Institutional Government Select Portfolio 89,498 89,498 89,498 Northern Institutional Government Select Portfolio 106,264 106,264 106,264 Northern Institutional Government Select Portfolio 22,943 22,943 22,943 Northern Institutional Government Select Portfolio 8,275 8,275 8,275 ------------------------ TOTAL SHORT-TERM INVESTMENTS $ 1,765,269 $ 1,765,269 ======================== NOTES RECEIVABLE, Participants Participant, 8.500%, due September 15, 2001 $ 2,053 $ 2,053 $ 2,053 Participant, 8.500%, due September 15, 2003 4,729 4,729 4,729 Participant, 8.500%, due September 15, 2003 13,399 13,399 13,399 Participant, 8.500%, due September 15, 2003 1,077 1,077 1,077 Participant, 8.000%, due October 15, 2003 4,005 4,005 4,005 Participant, 8.000%, due October 15, 2003 1,198 1,198 1,198 Participant, 7.750%, due April 15, 2004 17,470 17,470 17,470 Participant, 7.750%, due April 15, 2004 7,458 7,458 7,458 Participant, 7.750%, due April 15, 2002 1,235 1,235 1,235 Participant, 7.750%, due June 15, 2002 2,058 2,058 2,058 Participant, 7.750%, due June 15, 2002 2,123 2,123 2,123 Participant, 7.750%, due June 15, 2002 2,547 2,547 2,547 Participant, 8.000%, due July 15, 2004 4,860 4,860 4,860 Participant, 8.000%, due July 15, 2004 4,655 4,655 4,655 Participant, 8.250%, due September 15, 2004 23,634 23,634 23,634 Participant, 8.250%, due September 15, 2002 926 926 926 ------------------------ NOTES RECEIVABLE, PARTICIPANTS, SUBTOTAL 93,427 93,427 ------------------------ Continued * Represents party-in-interest transaction. 23

29 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR, CONTINUED DECEMBER 31, 1999 Number of Shares or Principal Current Description Amount Cost Value - -------------------------------------------------------------------------------------------- NOTES RECEIVABLE, PARTICIPANT, BROUGHT FORWARD $ 93,427 $ 93,427 Participant, 8.250%, due October 15, 2002 3,803 3,803 3,803 Participant, 8.250%, due October 15, 2002 951 951 951 Participant, 8.250%, due November 15, 2002 951 951 951 Participant, 8.500%, due November 15, 2004 10,852 10,852 10,852 Participant, 8.500%, due December 15, 2002 1,650 1,650 1,650 Participant, 8.500%, due January 15, 2002 2,400 2,400 2,400 Participant, 7.500%, due September 15, 2001 2,107 2,107 2,107 Participant, 8.500%, due January 15, 2001 735 735 735 Participant, 8.250%, due July 15, 2001 6,784 6,784 6,784 Participant, 8.250%, due October 15, 2001 2,851 2,851 2,851 Participant, 8.250%, due February 15, 2000 156 156 156 Participant, 8.500%, due May 15, 2000 385 385 385 Participant, 8.500%, due May 15, 2000 186 186 186 Participant, 8.500%, due May 15, 2002 3,116 3,116 3,116 Participant, 8.500%, due September 15, 2007 18,309 18,309 18,309 Participant, 8.500%, due November 15, 2000 607 607 607 Participant, 8.500%, due December 15, 2002 3,677 3,677 3,677 Participant, 8.500%, due February 15, 2001 1,485 1,485 1,485 Participant, 8.500%, due January 15, 2001 703 703 703 Participant, 8.500%, due February 15, 2001 664 664 664 Participant, 8.500%, due March 15, 2003 4,391 4,391 4,391 Participant, 8.500%, due March 15, 2001 470 470 470 Participant, 8.500%, due March 15, 2001 1,119 1,119 1,119 Participant, 8.500%, due April 15, 2008 4,401 4,401 4,401 Participant, 8.500%, due June 15, 2001 1,915 1,915 1,915 Participant, 8.500%, due June 15, 2001 1,595 1,595 1,595 Participant, 8.500%, due July 15, 2003 3,861 3,861 3,861 Participant, 8.500%, due July 15, 2008 7,135 7,135 7,135 Participant, 8.500%, due July 15, 2001 1,958 1,958 1,958 Participant, 8.500%, due August 15, 2003 8,856 8,856 8,856 ------------------------ TOTAL, NOTES RECEIVABLE, PARTICIPANTS $ 191,500 $ 191,500 ======================== Continued 24

30 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR, CONTINUED DECEMBER 31, 1999 Number of Shares or Principal Current Description Amount Cost Value - -------------------------------------------------------------------------------------------- TAXABLE MUNICIPAL BONDS Beaver Dam, WI prom nts, 6.300%, due September 1, 2000 $ 100,000 $ 100,119 $ 99,336 ======================== U.S. TREASURY AND FEDERAL AGENCY SECURITIES Federal Farm Credit Union Bank Bond 6.190%, due February 3, 2000 80,000 $ 80,795 $ 80,025 ======================== OTHER New England Life Insurance policy 1 $ 2,763 $ 4,363 ======================== 25

31 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 Current Expense Value of Identity Incurred Asset on of Party Description Purchase Selling Lease with Cost of Transaction Net Gain Involved of Asset Price Price Rental Transaction Asset Date or Loss - --------------------------------------------------------------------------------------------- There were no reportable transactions for the period. All assets are participant directed. 26

32 of 50 FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST PARTY IN INTEREST TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 Transaction Description of Transaction Amount - ----------------------------------------------------------------------------- Management fees paid to First Busey Trust & Investment Co. $ 142,939 Purchases of Busey Bank certificates of deposit 341,010 Maturities of Busey Bank certificates of deposit 226,678 Purchases of First Busey Corporation common stock 1,173,610 Sales of First Busey Corporation common stock 1,703,983 27

33 of 50 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-30095) under the Securities Act of 1933 of First Busey Corporation of our report dated April 24, 2000 on our audits of the financial statements of First Busey Corporation Profit Sharing Plan and Trust as of December 31, 1999 and 1998, and for each of the years in the three-year period ended December 31, 1999 and supporting schedules as of December 31, 1999, which is included in the Annual Report on Form 11-K for the year ended December 31, 1999. McGLADREY & PULLEN, LLP Champaign, Illinois June 26, 2000

34 of 50 EXHIBIT 99.2 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, 1999 Commission File No. 0-15950 (First Busey Corporation) Commission File No. 33-60402 (the Plan) A. Full title of the plan and the address of the plan, if different from that of the issuer named below: FIRST BUSEY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST (the "Plan") B. Name of issuer of the securities held pursuant to the plan and the address of its principle executive office: FIRST BUSEY CORPORATION 201 WEST MAIN STREET URBANA, ILLINOIS 61801

35 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998

36 of 50 CONTENTS - ---------------------------------------------------------------------------- INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS 1 - ---------------------------------------------------------------------------- FINANCIAL STATEMENTS Statements of net assets available for benefits 2 Statements of changes in net assets available for benefits 3 and 4 Notes to financial statements 5 - 9 - ---------------------------------------------------------------------------- SUPPLEMENTARY INFORMATION Schedule of assets held for investment purposes at end of year 10 Schedule of reportable transactions 11 Party in interest transactions 12 - ----------------------------------------------------------------------------

37 of 50 INDEPENDENT AUDITOR'S REPORT To the Administrative 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 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN as of December 31, 1999 and 1998, and the changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary schedules of assets held for investment purposes, reportable transactions and party in interest transactions are presented for purposes 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 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Champaign, Illinois April 25, 2000 1

38 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 - ------------------------------------------------------------------------------- 1999 1998 ------------------------------------------------------------------------------ ALLOCATED UNALLOCATED TOTAL Allocated Unallocated Total ------------------------------------------------------------------------------ ASSETS Cash $ - $ - $ - $ 3,383 $ - $ 3,383 Money market fund 36,684 - 36,684 26,501 - 26,501 Accounts receivable 107 - 107 91 - 91 Investments in First Busey Corporation common stock, at fair value 18,803,434 2,715,000 21,518,434 14,566,688 1,173,207 15,739,895 ------------------------------------------------------------------------------ TOTAL ASSETS 18,840,225 2,715,000 21,555,225 14,596,663 1,173,207 15,769,870 ------------------------------------------------------------------------------ LIABILITIES Notes payable - 2,620,000 2,620,000 - 400,000 400,000 ------------------------------------------------------------------------------ TOTAL LIABILITIES - 2,620,000 2,620,000 - 400,000 400,000 ------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $18,840,225 $ 95,000 $18,935,225 $14,596,663 $ 773,207 $15,369,870 ============================================================================== See Notes to Financial Statements. 2

39 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 - ------------------------------------------------------------------------------- 1999 --------------------------------------- Allocated Unallocated Total --------------------------------------- Investment income: Net change in unrealized appreciation in fair value of investments $ 3,443,525 $ 173,748 $ 3,617,273 Interest 1,669 - 1,669 Dividends 376,297 - 376,297 Employer contributions 80,000 150,000 230,000 Allocation of First Busey Corporation common stock, at fair value 1999 - 44,285 shares 1,001,955 - 1,001,955 1998 - 44,286 shares - - - 1997 - 59,048 shares - - - --------------------------------------- TOTAL ADDITIONS 4,903,446 323,748 5,227,194 --------------------------------------- Interest expense 50,417 - 50,417 Administrative expenses 54,000 - 54,000 Distributions to participants Cash 590 - 590 Stock 1999 - 11,369 shares 207,484 - 207,484 Stock 1998 - 17,816 shares - - - Stock 1997 - 21,264 shares - - - Dividend distributions to participants 347,393 - 347,393 Allocation of First Busey Corporation common stock, at market value 1999 - 44,285 shares - 1,001,955 1,001,955 1998 - 44,286 shares - - - 1997 - 59,048 shares - - - --------------------------------------- TOTAL DEDUCTIONS 659,884 1,001,955 1,661,839 --------------------------------------- NET INCREASE (DECREASE) 4,243,562 (678,207) 3,565,355 Net assets available for benefits: Beginning of year 14,596,663 773,207 15,369,870 --------------------------------------- End of year $18,840,225 $ 95,000 $18,935,225 ======================================= See Notes to Financial Statements. 3

40 of 50 - ------------------------------------------------------------------------------- 1998 1997 -------------------------------------------------------------------------------- Allocated Unallocated Total Allocated Unallocated Total -------------------------------------------------------------------------------- Investment income: Net change in unrealized appreciation in fair value of investments $ 3,392,511 $ 488,559 $ 3,881,070 $ 1,870,721 $ 412,503 $ 2,283,224 Interest 554 - 554 986 - 986 Dividends 338,572 - 338,572 305,307 - 305,307 Employer contributions 96,000 150,000 246,000 48,515 200,000 248,515 Allocation of First Busey Corporation common stock, at fair value 1999 - 44,285 shares - - - - - - 1998 - 44,286 shares 808,220 - 808,220 - - - 1997 - 59,048 shares - - - 811,910 - 811,910 -------------------------------------------------------------------------------- TOTAL ADDITIONS 4,635,857 638,559 5,274,416 3,037,439 612,503 3,649,942 -------------------------------------------------------------------------------- Interest expense 39,561 - 39,561 42,389 - 42,389 Administrative expenses 75,829 - 75,829 58,521 - 58,521 Distributions to participants Cash 878 - 878 531 - 531 Stock 1999 - 11,369 shares - - - - - - Stock 1998 - 17,816 shares 244,970 - 244,970 - - - Stock 1997 - 21,264 shares - - - 236,562 - 236,562 Dividend distributions to participants 293,959 - 293,959 248,889 - 248,889 Allocation of First Busey Corporation common stock, at market value 1999 - 44,285 shares - - - - - - 1998 - 44,286 shares - 808,220 808,220 - - - 1997 - 59,048 shares - - - - 811,910 811,910 -------------------------------------------------------------------------------- TOTAL DEDUCTIONS 655,197 808,220 1,463,417 586,892 811,910 1,398,802 -------------------------------------------------------------------------------- NET INCREASE (DECREASE) 3,980,660 (169,661) 3,810,999 2,450,547 (199,407) 2,251,140 Net assets available for benefits: Beginning of year 10,616,003 942,868 11,558,871 8,165,456 1,142,275 9,307,731 -------------------------------------------------------------------------------- End of year $14,596,663 $ 773,207 $15,369,870 $10,616,003 $ 942,868 $11,558,871 ================================================================================ 4

41 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- PLAN DESCRIPTION AND BASIS OF PRESENTATION The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: First Busey Corporation (the Company) established the First Busey Corporation Employees' Stock Ownership Plan (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 a multiple-employer stock ownership plan and is administered by the Company. First Busey Trust & Investment Co., a subsidiary of the Company, is the Plan's Trustee. The Plan purchased Company common shares using the proceeds of bank borrowings guaranteed by the Company, and holds the stock in a trust established under the Plan. The borrowings are to be repaid by fully deductible Company contributions to the trust fund. As the Plan makes each payment of principal, an appropriate percentage of stock will be 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 Company. The lender has no rights against shares once they are allocated under the ESOP. Accordingly, the financial statements of the Plan for the years 1999 and 1998 present separately the assets and liabilities and changes therein pertaining to: (a) the accounts of employees with vested rights in allocated stock (Allocated) and (b) stock not yet allocated to employees (Unallocated). The Plan covers all full-time employees of the Company and its participating subsidiaries who have completed one year of service. Participants who do not work full-time or are not employed on the last working day of a Plan year are not eligible for an allocation of Company contributions for such year. 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 Company. Distributions are made in cash or, if a participant elects, in the form of Company common stock plus cash for any fractional share. 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. The Trustee is not permitted to vote any share for which instructions have not been given by a participant. 5

42 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- THE COMPANY RESERVES THE RIGHT TO TERMINATE THE PLAN AT ANY TIME, SUBJECT TO PLAN 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 TERMS AND THE CODE. UPON TERMINATION OF THE PLAN, THE EMPLOYEE BENEFITS COMMITTEE 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. Participants' accounts: Each participant's account is credited with an allocation of (a) the employer contributions, (b) the Plan's net earnings and (c) forfeitures of terminated participant's non-vested accounts. Allocations of common stock released and forfeitures are based on the eligible compensation of each participant. Allocations of the Plan's net earnings are based on participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting: Vesting in the participants' accounts is based on years of continuous service. A participant is 100 percent vested after seven years of credited service. Payment of benefits: Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or in installments over a period not longer than the life expectancy of the participant. 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 First Busey Corporation. Dividends on common stock not allocated to participants' accounts are distributed directly to the Plan to offset interest and administrative expenses. Stock split: The Board of Directors of First Busey Corporation approved a two-for-one stock split for stockholders of record on August 3, 1998. All share amounts in the financial statements have been restated to reflect the stock split. 6

43 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Plan termination: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100 percent vested in their accounts. Presently, there is no intention on the part of the Company to terminate the Plan or to discontinue contributions to the Trust. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investment valuation and income recognition: The common stock of the Company is valued at fair value. Prior to October, 1998, the Company's common stock was traded in the over-the-counter (OTC) market. Fair value was determined by the last reported sales price at the valuation date. Since October, 1998, the Company's common stock is traded on the NASDAQ. Fair value of the common stock is determined by quoted market prices. Dividend income is accrued on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses from security transactions are reported on the specific identification cost method. EMPLOYER CONTRIBUTIONS The Company is obligated to make contributions in cash to the Plan equal to the amount necessary to enable the Plan to make its regularly scheduled payments of principal and interest due on its debt discussed in Note 6. The Company may also make discretionary contributions in cash to the Plan. The Company made a discretionary contribution of $80,000, $96,000 and $48,515 for the Plan years ended December 31, 1999, 1998 and 1997, respectively. 7

44 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- ADMINISTRATION OF PLAN ASSETS The Plan's assets, which consist principally of First Busey Corporation common stock, are held by the Trustee of the Plan. Company 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 loan, which is reimbursed to the Trustee through contributions as determined by the Company. Certain administrative functions are performed by officers or employees of the Company 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. INVESTMENT The Plan's investment consists solely of First Busey Corporation common stock as follows: December 31, ---------------------------------------------------- 1999 1998 ---------------------------------------------------- Allocated Unallocated Allocated Unallocated ---------------------------------------------------- Number of shares 831,091 120,000 798,175 64,285 ==================================================== Cost $ 4,532,604 $ 654,456 $ 2,643,073 $ 212,877 ==================================================== Fair value $18,803,434 $ 2,715,000 $14,566,688 $ 1,173,207 ==================================================== In November 1999, the Plan purchased 100,000 shares of First Busey Corporation common stock from an employee/stockholder. The purchase of the stock was financed from the proceeds of a note from American National Bank of Chicago. 8

45 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- NOTES PAYABLE Notes payable consist of: 1999 1998 -------------------- American National Bank of Chicago, due January 21, 2000 $2,370,000 $250,000 American National Bank of Chicago, due January 21, 2000 250,000 - American National Bank of Chicago, due January 22, 1999 - 75,000 American National Bank of Chicago, due January 22, 1999 - 75,000 -------------------- $2,620,000 $400,000 ==================== Shares of First Busey Corporation common stock secured as collateral 120,000 64,285 ==================== As of December 31, 1999, the above notes payable had stated interest rates of 7.86% on the $2,370,000 note and 6.54% on the $250,000 note. The notes payable were renewed on January 21, 2000, carry interest rates of LIBOR plus 140 basis points, adjusted quarterly (7.86% at renewal), and have maturity dates of January 21, 2001. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated March 28, 1996, 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 designed and is currently being operated in compliance with the applicable requirements of the Code. PARTY IN INTEREST TRANSACTIONS Parties in interest include fiduciaries or employees of the plan, any person who provides services to the plan, an employer whose employees are covered by the plan, an employee organization whose members are covered by the plan, a person who owns 50 percent or more of such an employer or employee association, or relatives of such persons just listed. Fees paid to First Busey Trust & Investment Co., the Plan's trustee, for investment management services amounted to $31,320, $56,609 and $37,768 for each of the years in the three year period ended December 31, 1999. FORFEITED ACCOUNTS For the year ending December 31, 1999, forfeited non-vested accounts totaled $52,787. These accounts have been allocated to participants' accounts. 9

46 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999 Number Current Description of Shares Cost Value - ------------------------------------------------------------------------ First Busey Corporation common stock 951,091 $5,187,060 $21,518,434 ======================= 10

47 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 Current Expenses Value of Incurred Asset on Identity of Description Purchase Selling Lease with Cost of Transaction Net Gain Party Involved of Asset Price Price Rental Transaction Asset Date or Loss - ---------------------------------------------------------------------------------------------------------------------- First Busey Corporation 100,000 shares of common stock $2,368,750 $ - $ - $ 4,000 $2,372,750 $ 2,368,750 $ - 11

48 of 50 FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN PARTY IN INTEREST TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 Transaction Description of Transaction Amount - ------------------------------------------------------------------------ Management fees paid to First Busey Trust & Investment Co. $ 31,320 ============ Purchase of shares from an employee/stockholder $ 2,368,750 ============ 12

49 of 50 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-60402) under the Securities Act of 1933 of First Busey Corporation of our report dated April 25, 2000 on our audits of the financial statements of First Busey Corporation Employee Stock Ownership Plan as of December 31, 1999 and 1998, and for each of the years in the three-year period ended December 31, 1999 and supporting schedules as of December 31, 1999, which is included in the Annual Report on Form 11-K for the year ended December 31, 1999. McGLADREY & PULLEN, LLP Champaign, Illinois June 26, 2000 13

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