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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, 1998 [ ] 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 executive (Zip Code) 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 1, 1999, the aggregate market value of the Class A Common Stock held by non-affiliates was $131,450,918. 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 1, 1999 ----- ---------------------------- Class A Common Stock, without par value 13,179,689 DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement dated March 25, 1999 for First Busey Corporation's Annual Meeting of Stockholders to be held April 20, 1999, (the "1999 Proxy Statement") are incorporated by reference into Part III.

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) 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, 1998. 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, 1998.

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 39-41 Stockholders' Equity Consolidated Statements of Cash 42-44 Flows Notes to Consolidated Financial 45-73 Statements 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 and Chief Financial Officer

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, 1998 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

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997

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 - 14 - ------------------------------------------------------------------------------- SUPPLEMENTAL SCHEDULES Line 27a - Schedule of assets held for investment purposes 15 - 21 Line 27d - Schedule of reportable transactions 22 Party in interest transactions 23 - -------------------------------------------------------------------------------

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, 1998 and 1997, 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, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1998, 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 June 14, 1999

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 1998 1997 ---- ---- ASSETS Investments at fair value: Common stock $13,686,365 $10,393,855 Preferred stock 56,125 Shares of registered investment companies 8,382,379 6,329,272 Corporate bonds, notes and commercial paper 1,681,210 1,232,751 Short-term investments 1,690,755 660,934 Notes receivable, participants 171,914 209,730 Taxable municipal bonds 102,030 175,550 U. S. Treasury and federal agency securities 81,000 70,459 Notes receivable, other 66,594 79,236 Other 4,105 ----------- ----------- 25,922,477 19,151,787 ----------- ----------- Receivables: Accrued interest and dividends 157,915 241,799 Employers' contributions 602,836 Participants' contributions 29,099 55,914 Other 362 1,310 ----------- ----------- 187,376 901,859 ----------- ----------- TOTAL ASSETS 26,109,853 20,053,646 ----------- ----------- LIABILITIES Cash overdraft 65 1,757 ----------- ----------- TOTAL LIABILITIES 65 1,757 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $26,109,788 $20,051,889 ----------- ----------- See Notes to Financial Statements.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 1998 1997 1996 ---- ---- ---- Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 4,480,757 $ 3,130,723 $ 1,861,216 Interest and dividends 476,598 520,750 497,183 ----------- ----------- ----------- 4,957,355 3,651,473 2,358,399 ----------- ----------- ----------- Contributions: Employers 622,590 603,301 491,200 Employees 792,785 702,638 650,421 Employee contributions representing transfers from another qualified retirement trust 427,494 2,846 139,992 ----------- ----------- ----------- 1,842,869 1,308,785 1,281,613 ----------- ----------- ----------- TOTAL ADDITIONS 6,800,224 4,960,258 3,640,012 ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants 581,684 892,555 509,641 Administrative expenses 160,641 103,582 85,808 ----------- ----------- ----------- TOTAL DEDUCTIONS 742,325 996,137 595,449 ----------- ----------- ----------- NET INCREASE 6,057,899 3,964,121 3,044,563 Net assets available for benefits: Beginning of year 20,051,889 16,087,768 13,043,205 ----------- ----------- ----------- End of year $26,109,788 $20,051,889 $16,087,768 ----------- ----------- ----------- See Notes to Financial Statements.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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. 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).

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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. 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.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Investment options: Upon enrollment in the 401(k) plan, a participant may direct contributions in any of seven 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 Class A 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. Financial Institution Fund - Funds are invested in bank and savings and loan institutions. 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 10.0 percent and are fixed over the term of the loan. Principal and interest is paid ratably through monthly payroll deductions. 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.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Forfeited accounts: For the year ending December 31, 1998, forfeited non-vested profit-sharing accounts totaled $12,417. These accounts have been allocated to profit sharing plan participants' accounts. INVESTMENTS The following table presents the fair values of investments as of December 31, 1998 and 1997. Investments that represent 5 percent or more of the Plan's net assets as of December 31, 1998 are separately identified. 1998 1997 ------------------------- ------------------------- 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, Class A 544,937 9,945,100 265,720 7,307,300 Other 113,040 3,797,390 83,427 3,086,555 Shares of registered investment companies: Federated Max-Cap Fund #39 101,964.960 2,587,871 76,957.448 1,556,849 Other 228,046.166 5,794,508 199,755.014 4,772,423 Corporate bonds, notes and commercial paper $ 1,650,000 1,681,210 $ 1,225,000 1,232,751 Short-term investments $ 1,690,755 1,690,755 $ 660,934 660,934 Notes receivable, participants $ 171,914 171,914 $ 209,730 209,730 Taxable municipal bonds $ 100,119 102,030 $ 175,000 175,550 U. S. Treasury and Federal Agency Securities $ 80,000 81,000 $ 70,000 70,459 Notes receivable, other $ 66,594 66,594 $ 79,236 79,236 Other 1 $ 4,105 $ ----------- ----------- $25,922,477 $19,151,787 ----------- -----------

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- During the years ended December 31, 1998, 1997 and 1996 the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value by $4,480,757, $3,130,723 and $1,861,216, respectively, as follows: 1998 1997 1996 ---- ---- ---- Investments at fair value: Common stocks $3,030,470 $1,965,208 $1,196,471 Preferred stock 6,125 Shares of registered investment companies 1,426,388 1,149,336 612,675 Corporate bonds, notes and commercial paper 15,970 5,557 (40,171) Taxable municipal bonds 1,392 (4,753) (5,372) U. S. Treasury and federal agency securities 412 15,375 (12,098) Common trust fund 109,711 ---------- ----------- ----------- $4,480,757 $3,130,723 $1,861,216 ---------- ----------- ----------- 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 $116,206, $61,110 and $52,541 for the three years ended December 31, 1998, 1997 and 1996, 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.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND December 31, 1998 ----------------- Participant Directed Profit Sharing & 401(k) -------------------------------------------- Equity FBC S&P 500 Balanced Growth Stock CD Loan International Index Fund Fund Fund Fund Account Fund Fund ------------------------------------------------------------------------------------------------- ASSETS Investments at fair value: Common stock $2,387,514 $ $ 9,937,800 $ $ $ $ Preferred stock 33,675 Shares of registered investment companies 560,386 4,287,782 946,340 2,587,871 Corporate bonds, notes and commercial paper 1,631,210 Short-term investments 227,146 87,846 30,306 696,206 1,919 8,541 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 9,968,106 696,206 171,914 948,259 2,596,412 ------------------------------------------------------------------------------------------------- Receivables: Interfund (payable)/receivable 87,175 149,191 251,781 13,788 29,056 57,215 Accrued interest and dividends 31,415 46,582 126 27,037 50,341 17 Employers' contribution Participants' contributions 3,985 6,823 11,768 719 1,396 2,795 Other 57 34 (56) (23) ------------------------------------------------------------------------------------------------- 122,575 202,653 263,709 41,544 80,737 60,004 ------------------------------------------------------------------------------------------------- TOTAL ASSETS 5,212,130 4,578,281 10,231,815 737,750 171,914 1,028,996 2,656,416 ------------------------------------------------------------------------------------------------- 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 $1,028,996 $2,656,416 ------------------------------------------------------------------------------------------------- December 31, 1998 ----------------- Participant Directed Profit Sharing & 401(k) -------------------------------------------- Financial Self- Institution Directed Holding 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 8,382,379 Corporate bonds, notes and commercial paper 30,000 20,000 1,681,210 Short-term investments 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 ---------------------------------------------------- 1,235,119 221,175 620,103 25,922,477 ---------------------------------------------------- Receivables: Interfund (payable)/receivable 34,631 (622,837) Accrued interest and dividends 53 10 2,334 157,915 Employers' contribution Participants' contributions 1,613 29,099 Other (50) 400 362 ---------------------------------------------------- 36,297 (40) (620,103) 187,376 ---------------------------------------------------- TOTAL ASSETS 1,271,416 221,135 26,109,853 ---------------------------------------------------- LIABILITIES Cash overdraft 65 ---------------------------------------------------- TOTAL LIABILITIES 65 ---------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $1,271,416 $221,135 $ $26,109,788 ----------------------------------------------------

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, 1997 ----------------- Participant Directed Profit Sharing & 401(k) -------------------------------------------- Equity FBC S&P 500 Balanced Growth Stock CD Loan International Index Fund Fund Fund Fund Account Fund Fund ---------------------------------------------------------------------------------------------- ASSETS Investments at fair value: Common stock $1,898,651 $ $7,301,800 $ $ $ $ Shares of registered investment companies 446,126 3,336,954 954,032 1,556,849 Corporate bonds, notes and commercial paper 1,232,751 Short-term investments 124,359 90,340 45,292 336,491 26,116 246 Taxable municipal bonds 175,550 U.S. Treasury and federal agency securities 70,459 Notes receivable, participants 209,730 Notes receivable, other 79,236 ---------------------------------------------------------------------------------------------- 4,027,132 3,427,294 7,347,092 336,491 209,730 980,148 1,557,095 ---------------------------------------------------------------------------------------------- Receivables: Interfund (payable)/receivable (9,428) 3,438 244 239 2,049 2,159 Accrued interest and dividends 51,160 129,034 1,594 65 56,860 327 Employers' contribution 97,518 134,445 221,394 8,553 54,036 61,718 Participants' contributions 5,421 14,142 32,224 753 3,374 Other 1,223 87 ---------------------------------------------------------------------------------------------- 144,671 281,059 256,679 9,697 116,319 64,204 ---------------------------------------------------------------------------------------------- TOTAL ASSETS 4,171,803 3,708,353 7,603,771 346,188 209,730 1,096,467 1,621,299 ---------------------------------------------------------------------------------------------- LIABILITIES Cash overdraft 1,757 Other ---------------------------------------------------------------------------------------------- TOTAL LIABILITIES 1,757 ---------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $4,171,803 $3,708,353 $7,603,771 $344,431 $209,730 $1,096,467 $1,621,299 ---------------------------------------------------------------------------------------------- December 31, 1997 ----------------- Participant Directed Profit Sharing & 401(k) -------------------------------------------- Financial Self- Institution Directed Holding Fund Accounts Account Total ------------------------------------------------- ASSETS Investments at fair value: Common stock $ 994,089 $199,315 $ $10,393,855 Shares of registered investment companies 35,311 6,329,272 Corporate bonds, notes and commercial paper 1,232,751 Short-term investments 30,124 5,061 2,905 660,934 Taxable municipal bonds 175,550 U.S. Treasury and federal agency securities 70,459 Notes receivable, participants 209,730 Notes receivable, other 79,236 ------------------------------------------------- 1,024,213 239,687 2,905 19,151,787 ------------------------------------------------- Receivables: Interfund (payable)/receivable 1,299 Accrued interest and dividends 1,033 1,712 14 241,799 Employers' contribution 25,172 602,836 Participants' contributions 55,914 Other 1,310 ------------------------------------------------- 27,504 1,712 14 901,859 ------------------------------------------------- TOTAL ASSETS 1,051,717 241,399 2,919 20,053,646 ------------------------------------------------- LIABILITIES Cash overdraft 1,757 Other ------------------------------------------------- TOTAL LIABILITIES 1,757 ------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $1,051,717 $241,399 $2,919 $20,051,889 -------------------------------------------------

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, BY FUND Year Ended December 31, 1998 ---------------------------- Participant Directed Profit Sharing & 401(k) -------------------------------------------- Equity FBC Balanced Growth Stock CD Loan International Fund Fund Fund Fund Account Fund ------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 729,132 $ 670,819 $ 2,557,305 $ $ $ 170,758 Interest and dividends 109,324 26,536 230,545 27,812 18,507 7,839 ------------------------------------------------------------------------------- 838,456 697,355 2,787,850 27,812 18,507 178,597 ------------------------------------------------------------------------------- Contributions: Employers 92,844 144,884 252,088 13,378 28,777 Employees 103,199 208,823 324,391 12,109 33,953 Employee contributions representing transfers from another qualified retirement trust 130,807 133,738 55,217 6,476 ------------------------------------------------------------------------------- 326,850 487,445 631,696 25,487 69,206 ------------------------------------------------------------------------------- TOTAL ADDITIONS 1,165,306 1,184,800 3,419,546 53,299 18,507 247,803 ------------------------------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 163,555 119,693 230,980 2,427 1,695 37,960 Administrative expenses 30,768 28,998 65,974 3,098 6,110 ------------------------------------------------------------------------------- TOTAL DEDUCTIONS 194,323 148,691 296,954 5,525 1,695 44,070 ------------------------------------------------------------------------------- Net participants' transfers between funds 75,417 (168,219) (497,238) 345,144 (54,628) (271,455) Net forfeitures (6,073) 2,038 2,690 336 251 ------------------------------------------------------------------------------- 69,344 (166,181) (494,548) 345,480 (54,628) (271,204) ------------------------------------------------------------------------------- NET INCREASE (DECREASE) 1,040,327 869,928 2,628,044 393,254 (37,816) (67,471) Net assets available for benefits: Beginning of year 4,171,803 3,708,353 7,603,771 344,431 209,730 1,096,467 ------------------------------------------------------------------------------- End of year $5,212,130 $4,578,281 $10,231,815 $737,685 $171,914 $1,028,996 ------------------------------------------------------------------------------- Year Ended December 31, 1998 ---------------------------- Participant Directed Profit Sharing & 401(k) -------------------------------------------- S&P 500 Financial Self- Index Institution Directed Holding Fund Fund Accounts Account Total ------------------------------------------------------------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 486,008 $ (106,145) $(27,120) $ $ 4,480,757 Interest and dividends 23,016 29,317 3,677 25 476,598 ------------------------------------------------------------ 509,024 (76,828) (23,443) 25 4,957,355 ------------------------------------------------------------ Contributions: Employers 56,228 34,391 622,590 Employees 61,818 48,492 792,785 Employee contributions representing transfers from another qualified retirement trust 64,279 33,101 3,876 427,494 ------------------------------------------------------------ 182,325 115,984 3,876 1,842,869 ------------------------------------------------------------ TOTAL ADDITIONS 691,349 39,156 (19,567) 25 6,800,224 ------------------------------------------------------------ Deductions from net assets attributed to: Benefits paid to participants 19,945 5,429 581,684 Administrative expenses 11,458 13,538 697 160,641 ------------------------------------------------------------ TOTAL DEDUCTIONS 31,403 18,967 697 742,325 ------------------------------------------------------------ Net participants' transfers between funds 374,516 199,407 (2,944) Net forfeitures 655 103 ------------------------------------------------------------ 375,171 199,510 (2,944) ------------------------------------------------------------ NET INCREASE (DECREASE) 1,035,117 219,699 (20,264) (2,919) 6,057,899 Net assets available for benefits: Beginning of year 1,621,299 1,051,717 241,399 2,919 20,051,889 ------------------------------------------------------------ End of year $2,656,416 $1,271,416 $221,135 $ $$26,109,788 ------------------------------------------------------------

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 S&P 500 Balanced Growth Stock CD Loan International Index Fund Fund Fund Fund Account Fund Fund ----------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 68,057 $ 441,664 $1,115,294 $ $ $ (3,198) $ 29,491 Interest and dividends 59,402 33,980 151,576 9,464 12,865 9,312 7,802 ----------------------------------------------------------------------------------- 127,459 475,644 1,266,870 9,464 12,865 6,114 37,293 ----------------------------------------------------------------------------------- Contributions: Employers 96,515 134,832 222,339 8,690 54,035 61,719 Employees 68,890 180,634 400,681 9,287 43,146 Employee contributions representing transfers from another qualified retirement trust ----------------------------------------------------------------------------------- 165,405 315,466 623,020 17,977 97,181 61,719 ----------------------------------------------------------------------------------- TOTAL ADDITIONS 292,864 791,110 1,889,890 27,441 12,865 103,295 99,012 ----------------------------------------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 123,210 35,994 105,223 14,870 1,039 810 Administrative expenses 5,973 7,851 16,234 2,363 2,649 1,858 ----------------------------------------------------------------------------------- TOTAL DEDUCTIONS 129,183 43,845 121,457 17,233 3,688 2,668 ----------------------------------------------------------------------------------- Net participants' transfers between funds 3,038,678 1,369,790 1,474,778 205,428 196,865 995,879 1,521,727 Net forfeitures (10,364) 3,438 1,179 239 981 3,228 ----------------------------------------------------------------------------------- 3,028,314 1,373,228 1,475,957 205,667 196,865 996,860 1,524,955 ----------------------------------------------------------------------------------- NET INCREASE (DECREASE) 3,191,995 2,120,493 3,244,390 215,875 209,730 1,096,467 1,621,299 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 $1,096,467 $1,621,299 ----------------------------------------------------------------------------------- Year Ended December 31, 1997 ---------------------------- Participant Directed Profit Sharing & 401(k) -------------------------------------------- Financial Self- Institution Directed Holding Fund Accounts Account Total -------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 106,676 $ 74,966 $ 1,297,773 $ 3,130,723 Interest and dividends 4,278 6,209 225,862 520,750 -------------------------------------------------- 110,954 81,175 1,523,635 3,651,473 -------------------------------------------------- Contributions: Employers 25,171 603,301 Employees 702,638 Employee contributions representing transfers from another qualified retirement trust 2,846 2,846 -------------------------------------------------- 25,171 2,846 1,308,785 -------------------------------------------------- TOTAL ADDITIONS 136,125 81,175 1,526,481 4,960,258 -------------------------------------------------- Deductions from net assets attributed to: Benefits paid to participants 611,409 892,555 Administrative expenses 1,815 499 64,340 103,582 -------------------------------------------------- TOTAL DEDUCTIONS 1,815 499 675,749 996,137 -------------------------------------------------- Net participants' transfers between funds 916,108 160,723 (9,879,976) Net forfeitures 1,299 -------------------------------------------------- 917,407 160,723 (9,879,976) -------------------------------------------------- NET INCREASE (DECREASE) 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 $1,051,717 $241,399 $ 2,919 $$20,051,889 --------------------------------------------------

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Number Current Description of Shares Cost Value - ----------------------------------------------------- ------------ ---------- ----------- COMMON STOCKS Abbott Laboratories 1,068 $ 33,827 $ 52,332 Airtouch Communications 200 4,491 14,488 Amcore Financial, Inc. 2,850 71,569 64,481 American Home Products, Inc. 1,400 52,570 78,925 American International Group 802 54,459 78,095 Apollo Group A 1,600 50,800 48,400 Associated Banc-Corp. 1,307 26,964 42,641 Bank One Corp. 1,020 51,496 52,084 BankAmerica Corp. New 471 34,661 29,084 BankAmerica Corp. New 1,000 56,788 61,750 BankBoston Corp. 884 37,055 34,421 BankIllinois Financial Corp. (Central Illinois Financial) 110 1,347 2,365 BankIllinois Financial Corp. (Central Illinois Financial) 441 5,400 9,482 BankIllinois Financial Corp. (Central Illinois Financial) 1,300 29,250 27,950 Boeing Co. 1,032 47,982 32,895 Brenton Banks 2,725 52,023 45,644 Bristol Myers Squibb Co. 680 59,275 90,993 Cisco Systems, Inc. 1,440 54,703 133,560 Citizens Banking Corp. 2,000 61,000 66,500 Citizens First Financial Corp. 1,750 17,500 24,281 CNB Bancshares, Inc. 1,284 56,040 59,867 Colorado Business Bankshares, Inc. 600 9,033 6,450 Commercial Net Lease Realty Inc. 500 6,103 6,625 Community 1st Bankshares Inc. 2,680 65,725 56,448 Corus Bankshares 1,300 52,163 41,925 Cypress Bioscience Warrants (exp. 10/1/01) 3,125 4,688 Disney (Walt) Co. 1,896 52,836 56,880 Du Pont (E.I.) De Nemours & Co. 868 49,751 46,058 Earthlink Network, Inc. 100 6,048 5,963 Emerson Electric Co. 960 52,476 58,080 ---------- ----------- COMMON STOCKS SUBTOTAL $1,153,335 $ 1,333,355 ---------- -----------

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Number Current Description of Shares Cost Value - ----------------------------------------------------- ------------ ---------- ----------- COMMON STOCKS BROUGHT FORWARD $1,153,335 $ 1,333,355 Federal National Mortgage Association 672 33,939 49,728 * First Busey Corporation, Class A 544,537 5,505,550 9,937,800 * First Busey Corporation, Class A 400 4,588 7,300 First Data Corp. 1,850 53,373 58,969 First Merchants Corp. 1,800 48,000 47,025 F.N.B. Corporation 937 9,974 26,236 General Electric Co. 832 55,484 84,864 Gillette Co. 1,328 60,195 63,495 Greenpoint Financial Corp. 900 10,667 31,613 Harbor Florida Bancshares Inc. 2,403 5,330 26,358 Harbor Florida Bancshares Inc. 5,009 14,691 54,942 Hartford Life Class A 1,000 54,100 58,250 Health Management Associates Class A 3,240 51,584 70,065 Hewlett-Packard Co. 858 54,039 58,612 Home Depot Inc. 1,432 39,995 87,621 Intel Corp. 452 34,006 53,901 Intervest Bancshares Corp. 2,000 20,000 17,500 Intervest Bancshares Corp. 3,000 36,800 26,250 Intervest Bancshares Corp. Warrants (Exp. 12/31/02) 2,000 Kohl's Corp. 1,712 56,663 105,181 MAF Bancorp, Inc. 3,798 69,002 95,900 Mahaska Investment Co. 500 4,500 8,375 Mahaska Investment Co. 2,600 58,825 43,550 May Department Stores Co. 960 52,476 57,960 McDonald's Corp. 1,046 48,735 81,980 Megabank Financial Corp. 1,000 11,000 9,500 Microsoft Corporation 780 52,059 108,420 Mobil Corp. 892 65,217 77,716 National City Bancorp. 3,113 83,345 79,382 National City Corp. 862 51,507 62,495 Pepsico 1,474 53,949 60,250 Pitney Bowes Inc. 956 51,122 63,156 Procter & Gamble 684 46,941 62,458 Republic Security Financial Corp. 419 1,881 4,766 Royal Dutch Petroleum 1.25 Guilder Shares 960 51,516 45,960 ---------- ----------- COMMON STOCKS SUBTOTAL $8,004,388 $13,060,933 ---------- ----------- * Represents party-in-interest transaction.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Number Current Description of Shares Cost Value - ----------------------------------------------------- ------------ ---------- ----------- COMMON STOCKS BROUGHT FORWARD $8,004,388 $13,060,933 Schering-Plough Corp. 800 23,906 44,200 Smithkline Beecham PLC ADR (Ord. A) 650 39,593 45,175 Southside Bancshares Corp. 6,000 78,500 79,500 Staples, Inc. 1,710 52,003 73,530 State Street Corp. 1,053 59,398 73,836 Summit Bancshares Inc. 3,130 56,260 57,905 Union Bancorp Inc. 3,035 55,984 50,836 W. Bancorporation Inc. CDT-CAP 3,400 58,025 71,400 Wal-Mart Stores, Inc. 800 52,880 65,150 Wells Fargo & Co. New 1,600 52,110 63,900 ---------- ----------- TOTAL COMMON STOCKS $8,533,047 $13,686,365 ---------- ----------- PREFERRED STOCKS CNB CAP TR I GTD CONV. PFD 1,200 $ 30,000 $ 33,675 CNB CAP TR I GTD CONV. PFD 800 20,000 22,450 ---------- ----------- TOTAL PREFERRED STOCKS $ 50,000 $ 56,125 ---------- ----------- SHARES OF REGISTERED INVESTMENT COMPANIES Federated Max-Cap Fund #39 101,964.960 $2,205,385 $ 2,587,871 Fidelity Advisor Equity Growth Class I 1,746.872 59,033 101,388 Fidelity Advisor Equity Growth Class I 12,585.083 636,193 730,438 Fidelity Advisor Small Cap - Class I 4,444.445 50,000 61,778 Invesco Dynamics 3,540.139 58,200 55,934 Invesco Dynamics 48,910.159 636,002 772,781 Janus Fund 2,696.241 58,831 90,729 Janus Fund 24,540.426 635,925 825,785 Mutual Shares Fund 3,367.510 58,602 65,801 Mutual Shares Fund 29,467.049 655,871 575,786 Nicholas Fund, Inc. 1,046.410 59,552 89,803 Nicholas Fund, Inc. 7,654.942 666,414 656,947 Scudder International Fund 9,234.980 467,974 455,100 T. Rowe Price International Stock Fund 33,124.767 476,540 491,240 Wm. Blair Growth Fund 5,283.977 66,000 94,953 Wm. Blair Growth Fund 40,403.166 662,496 726,045 ---------- ----------- TOTAL SHARES OF REGISTERED INVESTMENT COMPANIES $7,453,018 $ 8,382,379 ---------- -----------

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Number of Shares or Principal Current Description Amount Cost Value - ----------------------------------------------------- ------------ ---------- ----------- CORPORATE BONDS, NOTES AND COMMERCIAL PAPER American General Corp., 6.250%, due March 15, 2003 $ 100,000 $ 95,916 $ 101,750 Associates Corp. NA, 6.000%, due December 1, 2002 50,000 51,011 50,719 BankAmerica Corp., 6.625%, due May 30, 2001 125,000 126,656 128,047 Bear Stearns Co., Inc., 6.700%, due August 1, 2003 100,000 101,164 102,625 Bears Stearns Co., Inc., 6.125%, due February 1, 2003 100,000 100,509 100,312 Bear Stearns Co., Inc., 6.500%, due June 15, 2000 50,000 50,495 50,531 BellSouth Telecommunications Inc., 6.500%, due February 1, 2000 25,000 25,047 25,390 Chemical Bank, 6.625%, due August 15, 2005 50,000 51,271 52,391 CIT Group Holdings, Inc., 5.625%, due February 1, 2001 25,000 23,741 25,062 Citicorp, 6.375%, due January 15, 2006 100,000 103,606 102,656 Ford Motor Credit Corp., 6.125%, due January 9, 2006 50,000 50,334 51,000 H. J. Heinz Co., 6.750%, due October 15, 1999 25,000 25,606 25,313 Household Finance Corp., 5.875%, due September 25, 2004 50,000 50,157 50,250 Intervest Bancshares Corp., 8.000%, due July 1, 2008 20,000 20,000 20,000 Intervest Bancshares Corp., 8.000%, due July 1, 2008 30,000 30,000 30,000 Merrill Lynch & Co. Inc., 6.000%, due July 15, 2005 50,000 50,163 50,563 Merrill Lynch & Co. Inc., 6.000%, due November 15, 2004 50,000 50,725 50,797 Merrill Lynch & Co. Inc., 6.550%, due August 1, 2004 50,000 50,811 51,828 Morgan Stanley DW Discover, 6.375%, due August 1, 2002 150,000 150,613 153,141 NationsBank Corp., 6.125%, due July 15, 2004 50,000 50,670 51,250 NationsBank Corp., 6.375%, May 15, 2005 100,000 100,868 103,531 Norwest Corp., 6.800%, due May 15, 2002 25,000 24,880 25,930 Norwest Financial Inc., 6.200%, due September 15, 1999 175,000 175,642 175,766 ---------- ----------- CORPORATE BONDS, NOTES AND COMMERCIAL PAPER SUBTOTAL 1,559,885 1,578,852 ---------- -----------

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Principal Current Description Amount Cost Value - ----------------------------------------------------- ------------ ---------- ----------- CORPORATE BONDS, NOTES AND COMMERCIAL PAPER BROUGHT FORWARD $1,559,885 $ 1,578,852 Pepsico Inc., 6.250%, due September 1, 1999 25,000 24,986 25,179 St. Paul Companies, Inc., 6.170%, due January 15, 2001 50,000 50,485 50,484 St. Paul Companies, Inc., 7.970%, due May 20, 2002 25,000 25,371 26,695 ---------- ----------- TOTAL CORPORATE BONDS, NOTES AND COMMERCIAL PAPER $1,660,727 $ 1,681,210 ---------- ----------- SHORT-TERM INVESTMENTS * Certificate of Deposit, Busey Bank, 5.000%, due December 31, 1999 $ 696,206 $ 696,206 $ 696,206 Northern Institutional Government Select Portfolio 30,306 30,306 30,306 Northern Institutional Government Select Portfolio 227,146 227,146 227,146 Northern Institutional Government Select Portfolio 620,102 620,102 620,102 Northern Institutional Government Select Portfolio 87,846 87,846 87,846 Northern Institutional Government Select Portfolio 1,936 1,936 1,936 Northern Institutional Government Select Portfolio 1,174 1,174 1,174 Northern Institutional Government Select Portfolio 1,919 1,919 1,919 Northern Institutional Government Select Portfolio 15,578 15,578 15,578 Northern Institutional Government Select Portfolio 8,542 8,542 8,542 ---------- ----------- TOTAL SHORT-TERM INVESTMENTS $1,690,755 $ 1,690,755 ---------- ----------- NOTES RECEIVABLE, Participants Participant, 8.500%, due September 15, 2001 $ 3,154 $ 3,154 $ 3,154 Participant, 8.500%, due September 15, 2003 5,756 5,756 5,756 Participant, 8.500%, due September 15, 2003 16,310 16,310 16,310 Participant, 8.500%, due September 15, 2003 1,311 1,311 1,311 Participant, 8.0005, due October 15, 2003 4,863 4,863 4,863 Participant, 8.000%, due October 15, 2001 789 789 789 Participant, 8.000%, due October 15, 2003 1,455 1,455 1,455 Participant, 8.000%, due November 15, 2001 975 975 975 Participant, 7.500%, due September 15, 2001 3,193 3,193 3,193 Participant, 10.000%, due February 15, 1999 1,043 1,043 1,043 Participant, 9.000%, due June 15, 2000 2,006 2,006 2,006 Participant, 8.500%, due January 15, 2001 4,674 4,674 4,674 ---------- ----------- NOTES RECEIVABLE, PARTICIPANTS, SUBTOTAL 45,529 45,529 * Represents party-in-interest transaction.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Principal Current Description Amount Cost Value - ----------------------------------------------------- ------------ ---------- ----------- NOTES RECEIVABLE, PARTICIPANTS, BROUGHT FORWARD $ 45,529 $ 45,529 Participant, 8.250%, due April 15, 1999 233 233 233 Participant, 8.250%, due April 15, 1999 233 233 233 Participant, 8.250%, due June 15, 1999 231 231 231 Participant, 8.250%, due July 15, 1999 184 184 184 Participant, 8.250%, due July 15, 2001 10,955 10,955 10,955 Participant, 8.250%, due August 15, 1999 321 321 321 Participant, 8.250%, due October 15, 2001 4,305 4,305 4,305 Participant, 8.250%, due October 15, 1999 1,287 1,287 1,287 Participant, 8.250%, due December 15, 1999 930 930 930 Participant, 8.250%, due December 15, 2000 1,625 1,625 1,625 Participant, 8.250%, due January 15, 2000 1,949 1,949 1,949 Participant, 8.500%, due May 15, 2000 2,380 2,380 2,380 Participant, 8.500%, due May 15, 2000 1,475 1,475 1,475 Participant, 8.500%, due May 15, 2000 714 714 714 Participant, 8.500%, due May 15, 2002 4,275 4,275 4,275 Participant, 8.500%, due June 15, 2002 7,278 7,278 7,278 Participant, 8.500%, due July 15, 2000 1,063 1,063 1,063 Participant, 8.500%, due July 15, 2000 798 798 798 Participant, 8.500%, due August 15, 2000 615 615 615 Participant, 8.500%, due September 15, 2007 19,935 19,935 19,935 Participant, 8.500%, due November 15, 2000 1,282 1,282 1,282 Participant, 8.500%, due December 15, 2002 4,743 4,743 4,743 Participant, 8.500%, due February 15, 2001 2,739 2,739 2,739 Participant, 8.500%, due January 15, 2001 1,298 1,298 1,298 Participant, 8.500%, due February 15, 2001 1,226 1,226 1,226 Participant, 8.500%, due January 15, 2001 3,605 3,605 3,605 Participant, 8.500%, due March 15, 2003 5,516 5,516 5,516 Participant, 8.500%, due March 15, 2001 812 812 812 Participant, 8.500%, due March 15, 2001 1,933 1,933 1,933 Participant, 8.500%, due April 15, 2008 4,754 4,754 4,754 Participant, 8.500%, due June 15, 2001 3,135 3,135 3,135 Participant, 8.500%, due June 15, 2001 2,551 2,551 2,551 Participant, 8.500%, due July 15, 2003 4,769 4,769 4,769 ---------- ----------- NOTES RECEIVABLE, PARTICIPANTS, SUBTOTAL 144,678 144,678 ---------- -----------

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 Current Value of Identity Asset on of Party Description Purchase Selling Lease Expense Cost of Transaction Net Gain Involved of Asset Price Price Rental Incurred Assets Date or Loss - ------------------------------------------------------------------------------------------------------------------------------ * First Busey Class A common stock $1,297,591 $ $ $ $1,297,591 $1,297,591 $ Corporation * First Busey Class A common stock 1,218,896 293,106 1,218,896 925,790 Corporation Federated Federated Max Cap Fund #39 1,451,676 1,451,676 1,451,676 Investors Northern Northern Institutional 1,680,214 1,680,214 1,680,214 Trust Government Select Company Portfolio Northern Northern Institutional 1,692,155 1,692,155 1,692,155 Trust Government Select Company Portfolio * = Represents party-in-interest transaction.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST PARTY IN INTEREST TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 Transaction Description of Transaction Amount - -------------------------------------------------------------------------- Management fees paid to First Busey Trust & Investment Co. $ 116,206 Purchases of Busey Bank certificates of deposit 365,946 Maturities of Busey Bank certificates of deposit 6,319 Purchases of First Busey Corporation Class A common stock 1,297,591 Sales of First Busey Corporation Class A common stock 1,218,896

To the Trustees and Audit Committee First Busey Corporation Profit Sharing Plan and Trust Urbana, Illinois This letter is intended to inform the Trustees and Audit Committee of First Busey Corporation Profit Sharing Plan and Trust about significant matters relating to the conduct of the annual audit so that you can appropriately discharge your oversight responsibility, and that we comply with our professional responsibilities to the Trustees and Audit Committee. The following summarize various matters which must be communicated to you under generally accepted auditing standards. The Auditor's Responsibility Under Generally Accepted Auditing Standards - ------------------------------------------------------------------------ Our audit of the financial statements of First Busey Corporation Profit Sharing Plan and Trust for the year ended December 31, 1998 was conducted 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, whether caused by error, fraudulent financial reporting or misappropriation of assets. 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. Accordingly, the audit was designed to obtain reasonable, rather than absolute, assurance about the financial statements. We believe that our audit accomplished that objective. Significant Accounting Policies - ------------------------------- The Trustees and Audit Committee have the ultimate responsibility for the appropriateness of the accounting principles used by the Trust. The Trust did not adopt any significant new accounting principles nor have there been any changes in existing significant accounting principles during the current year which should be brought to your attention for approval. Significant or Unusual Transactions - ----------------------------------- We did not identify any significant or unusual transactions or significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus.

Other Information - ----------------- We are not aware of any other documents that contain the audited financial statements. If such documents were to be published, we would have a responsibility to determine that such financial data was not inconsistent with the audited financial statements. Disagreements with Management - ----------------------------- We encountered no disagreements with management over the application of significant accounting principles, the basis for management's judgments on any significant matters, the scope of the audit or significant disclosures to be included in the financial statements. Management Judgments and Accounting Estimates - --------------------------------------------- Accounting estimates are an integral part of the preparation of financial statements and are based upon management's current judgments. The process used by management encompasses their knowledge and experience about past and current events and certain assumptions about future events. Management has informed us that they used all the relevant facts available to them at the time to make the best judgments about accounting estimates, and we considered this information in the scope of our audit. Significant Audit Adjustments - ----------------------------- There were no audit adjustments made from the original trial balances presented to us to begin our audit. Consultation with Other Accountants - ----------------------------------- We are not aware of any consultations management had with other accountants about accounting or auditing matters. Major Issues Discussed with Management Prior to Retention - --------------------------------------------------------- No major issues were discussed with management prior to our retention to perform the aforementioned audit. Difficulties Encountered in Performing the Audit - ------------------------------------------------ We did not encounter any difficulties in dealing with management relating to the performance of the audit. Management Advisory Services Performed - -------------------------------------- We performed no management advisory services during the year ended December 31, 1998. This report is intended solely for the information and use of the Trustees and Audit Committee of First Busey Corporation Profit Sharing Plan and Trust and is not intended to be and should not be used by anyone other than the specified parties. After you have had an opportunity to review this memorandum, we would be pleased to discuss the matters contained herein with you. Champaign, Illinois June 28, 1999

To the Trustees First Busey Corporation Profit Sharing Plan and Trust and Employees' Stock Ownership Plan and Trust Urbana, Illinois In planning and performing our audits of the financial statements for First Busey Corporation Profit Sharing Plan and Trust and Employees' Stock Ownership Plan and Trust for the years ended December 31, 1998, we noted one matter that warrants additional consideration. This matter is offered as a constructive suggestion to management as part of the ongoing process of modifying and improving accounting control and other financial and administrative practices and procedures. YEAR 2000 ISSUE As the new millennium approaches, many issues could potentially affect a Plan's ability to be successful in the future. One issue that is receiving ever increasing attention is the Year 2000 issue. The Year 2000 Issue has been defined as the potential failure of the Plan's information systems to provide accurate calculations beyond December 31, 1999 and the potential impact that this could have on a Plan's ability to prepare reliable financial statements and operate successfully. Management of the sponsor has informed us that they are in the process of developing and implementing a Year 2000 compliance plan. We commend the Plans' progress in ensuring the accuracy of its information systems and encourage you to continue with your Year 2000 Issue project plan to ensure that all of the Plans' information systems have been appropriately modified and tested well before January 1, 2000. In addition, we would also like to remind the Plans to consider implementing procedures to ensure the accuracy of information received from all vendors, customers, and other third party organizations who also must become Year 2000 compliant. Because of the potential consequences if the Plans do not become Year 2000 compliant on time, we suggest management provide to the Plan Administrators updates about the progress of the Plan's Year 2000 compliance efforts. This report is intended solely for the information and use of the Plan Trustees, management, and others within the sponsoring organization. Champaign, Illinois June 14, 1999

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 June 14, 1999 on our audits of the financial statements of First Busey Corporation Profit Sharing Plan and Trust as of December 31, 1998 and 1997, and for each of the years in the three-year period ended December 31, 1998 and supporting schedules as of December 31, 1998, which is included in the Annual Report on Form 11-K for the year ended December 31, 1998. McGLADREY & PULLEN, LLP Champaign, Illinois June 28, 1999

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, 1998 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

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997

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 Line 27a - Schedule of assets held for investment purposes 10 Line 27d - Schedule of reportable transactions 11 Party in interest transactions 12 - -------------------------------------------------------------------------------

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, 1998 and 1997, 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, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits for each of the years in the three-year period ended December 31, 1998, 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 June 14, 1999

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 1998 1997 ------------------------------------------ ------------------------------------------ ALLOCATED UNALLOCATED TOTAL Allocated Unallocated Total ------------------------------------------ ------------------------------------------ ASSETS Cash $ 3,383 $ $ 3,383 $ $ $ Money market fund 26,501 26,501 2,864 2,864 Accounts receivable 91 91 2,212 2,212 Investment in First Busey Corporation Class A common stock, stock, at fair value 14,566,688 1,173,207 15,739,895 10,610,927 1,492,868 12,103,795 ------------------------------------------ ------------------------------------------ TOTAL ASSETS $14,596,663 $1,173,207 $15,769,870 $10,616,003 $1,492,868 $12,108,871 ------------------------------------------ ------------------------------------------ LIABILITIES Notes payable 400,000 400,000 550,000 550,000 ------------------------------------------ ------------------------------------------ TOTAL LIABILITIES 400,000 400,000 550,000 550,000 ------------------------------------------ ------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $14,596,663 $ 773,207 $15,369,870 $10,616,003 $ 942,868 $11,558,871 ------------------------------------------ ------------------------------------------ See Notes to Financial Statements.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 - ------------------------------------------------------------------------------- 1998 ------------------------------------ Allocated Unallocated Total ------------------------------------ Investment income: Net change in unrealized appreciation in fair value of investments $ 3,392,511 $ 488,559 $ 3,881,070 Interest 554 554 Dividends 338,572 338,572 Employer contributions 96,000 150,000 246,000 Allocation of First Busey Corporation Class A common stock, at fair value 1998 - 44,286 shares 808,220 808,220 1997 - 59,048 shares 1996 - 73,812 shares ------------------------------------ TOTAL ADDITIONS 4,635,857 638,559 5,274,416 ------------------------------------ Interest expense 39,561 39,561 Administrative expenses 75,829 75,829 Distributions to participants Cash 878 878 Stock 1998 - 17,816 shares 244,970 244,970 Stock 1997 - 21,264 shares Stock 1996 - 27,990 shares Dividend distributions to participants 293,959 293,959 Allocation of First Busey Corporation Class A common stock, at market value 1998 - 44,286 shares 808,220 808,220 1997 - 59,048 shares 1996 - 73,812 shares ------------------------------------ TOTAL DEDUCTIONS 655,197 808,220 1,463,417 ------------------------------------ NET INCREASE (DECREASE) 3,980,660 (169,661) 3,810,999 Net assets available for benefits: Beginning of year 10,616,003 942,868 11,558,871 ------------------------------------ End of year $14,596,663 $ 773,207 $15,369,870 ------------------------------------ 1997 1996 ------------------------------------- ----------------------------------- Allocated Unallocated Total Allocated Unallocated Total ------------------------------------- ----------------------------------- Investment income: Net change in unrealized appreciation in fair value of investments $ 1,870,721 $ 412,503 $ 2,283,224 $1,402,729 $ 470,543 $1,873,272 Interest 986 986 780 780 Dividends 305,307 305,307 291,337 291,337 Employer contributions 48,515 200,000 248,515 10,000 250,000 260,000 Allocation of First Busey Corporation Class A common stock, at fair value 1998 - 44,286 shares 1997 - 59,048 shares 811,910 811,910 1996 - 73,812 shares 821,159 821,159 ------------------------------------- ----------------------------------- TOTAL ADDITIONS 3,037,439 612,503 3,649,942 2,526,005 720,543 3,246,548 ------------------------------------- ----------------------------------- Interest expense 42,389 42,389 43,940 43,940 Administrative expenses 58,521 58,521 49,590 52 49,642 Distributions to participants Cash 531 531 448 448 Stock 1998 - 17,816 shares Stock 1997 - 21,264 shares 236,562 236,562 Stock 1996 - 27,990 shares 251,910 251,910 Dividend distributions to participants 248,889 248,889 216,565 216,565 Allocation of First Busey Corporation Class A common stock, at market value 1998 - 44,286 shares 1997 - 59,048 shares 811,910 811,910 1996 - 73,812 shares 821,159 821,159 ------------------------------------- ----------------------------------- TOTAL DEDUCTIONS 586,892 811,910 1,398,802 562,453 821,211 1,383,664 ------------------------------------- ----------------------------------- NET INCREASE (DECREASE) 2,450,547 (199,407) 2,251,140 1,963,552 (100,668) 1,862,884 Net assets available for benefits: Beginning of year 8,165,456 1,142,275 9,307,731 6,201,904 1,242,943 7,444,847 ------------------------------------- ----------------------------------- End of year $10,616,003 $ 942,868 $11,558,871 $8,165,456 $1,142,275 $9,307,731 ------------------------------------- ----------------------------------- See Notes to Financial Statements.

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 is 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 1998 and 1997 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 generally 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.

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.

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 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. As the Company's common stock is traded in the over-the-counter (OTC) market, fair value is determined by the last reported sales price at the valuation date. 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 $96,000, $48,515 and $10,000 for the Plan years ended December 31, 1998, 1997 and 1996, respectively. ADMINISTRATION OF PLAN ASSETS The Plan's assets, which consist principally of First Busey Corporation Class A common stock, are held by the Trustee of the Plan.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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 Class A common stock as follows: December 31, ---------------------------------------------------- 1998 1997 ---------------------------------------------------- Allocated Unallocated Allocated Unallocated Number of shares 798,174 64,286 771,704 108,572 Cost $ 2,643,073 $ 212,877 $ 2,557,010 $ 359,749 ---------------------------------------------------- Fair value $14,566,688 $1,173,207 $10,610,927 $1,492,868 ---------------------------------------------------- In August 1997, the Plan purchased 20,000 shares of First Busey Corporation Class A common stock. The purchase of the stock was financed from the proceeds of a note from American National Bank of Chicago. NOTES PAYABLE Notes payable consist of: 1998 1997 ------------------ American National Bank of Chicago, due January 22, 1999 $250,000 $250,000 American National Bank of Chicago, due January 22, 1999 75,000 150,000 American National Bank of Chicago, due January 22, 1999 75,000 150,000 ------------------ $400,000 $550,000 ------------------ Shares of First Busey Corporation Class A common stock secured as collateral 64,286 108,572 ------------------

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- As of December 31, 1998, the above notes payable had stated interest rates of 7.25%. The notes payable were renewed on January 21, 1999, carry interest rates of LIBOR plus 150 basis points, adjusted quarterly (6.53781% at renewal), and have maturity dates of January 21, 2000. 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 $56,609, $37,768 and $31,078 for each of the years in the three year period ended December 31, 1998. FORFEITED ACCOUNTS For the year ending December 31, 1998, forfeited non-vested accounts totaled $43,427. These accounts have been allocated to participants' accounts.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN LINE 27 A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES YEAR ENDED DECEMBER 31, 1998 - ------------------------------------------------------------------------------- Number Current Description of Shares Cost Value - -------------------------------------------------------------------------------------- First Busey Corporation Class A common stock 862,460 $2,855,950 $15,739,895 -------------------------

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 - ------------------------------------------------------------------------------- Current Value of Asset on Identity of Description Purchase Selling Lease Expenses Cost of Transaction Net Gain Party Involved of Asset Price Price Rental Incurred Assets Date or Loss - ------------------------------------------------------------------------------------------------------------------------- None

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN PARTY IN INTEREST TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 - ------------------------------------------------------------------------------- Transaction Description of Transaction Amount - -------------------------------------------------------------------------- Management fees paid to First Busey Trust & Investment Co. $ 56,609

To the Trustees and Audit Committee First Busey Corporation Employees' Stock Ownership Plan and Trust Urbana, Illinois This letter is intended to inform the Trustees and Audit Committee of First Busey Corporation Employees' Stock Ownership Plan and Trust about significant matters relating to the conduct of the annual audit so that you can appropriately discharge your oversight responsibility, and that we comply with our professional responsibilities to the Trustees and Audit Committee. The following summarize various matters which must be communicated to you under generally accepted auditing standards. The Auditor's Responsibility Under Generally Accepted Auditing Standards - ------------------------------------------------------------------------ Our audit of the financial statements of First Busey Corporation Employees' Stock Ownership Plan and Trust for the year ended December 31, 1998 was conducted 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, whether caused by error, fraudulent financial reporting or misappropriation of assets. 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. Accordingly, the audit was designed to obtain reasonable, rather than absolute, assurance about the financial statements. We believe that our audit accomplished that objective. Significant Accounting Policies - ------------------------------- The Trustees and Audit Committee have the ultimate responsibility for the appropriateness of the accounting principles used by the Trust. The Trust did not adopt any significant new accounting principles nor have there been any changes in existing significant accounting principles during the current year which should be brought to your attention for approval. Significant or Unusual Transactions - ----------------------------------- We did not identify any significant or unusual transactions or significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus.

Other Information - ----------------- We are not aware of any other documents that contain the audited financial statements. If such documents were to be published, we would have a responsibility to determine that such financial data was not inconsistent with the audited financial statements. Disagreements with Management - ----------------------------- We encountered no disagreements with management over the application of significant accounting principles, the basis for management's judgments on any significant matters, the scope of the audit or significant disclosures to be included in the financial statements. Management Judgments and Accounting Estimates - --------------------------------------------- Accounting estimates are an integral part of the preparation of financial statements and are based upon management's current judgments. The process used by management encompasses their knowledge and experience about past and current events and certain assumptions about future events. Management has informed us that they used all the relevant facts available to them at the time to make the best judgments about accounting estimates, and we considered this information in the scope of our audit. Significant Audit Adjustments - ----------------------------- There were no audit adjustments made from the original trial balances presented to us to begin our audit. Consultation with Other Accountants - ----------------------------------- We are not aware of any consultations management had with other accountants about accounting or auditing matters. Major Issues Discussed with Management Prior to Retention - --------------------------------------------------------- No major issues were discussed with management prior to our retention to perform the aforementioned audit. Difficulties Encountered in Performing the Audit - ------------------------------------------------ We did not encounter any difficulties in dealing with management relating to the performance of the audit. Management Advisory Services Performed - -------------------------------------- We performed no management advisory services during the year ended December 31, 1998. This report is intended solely for the information and use of the Trustees and Audit Committee of First Busey Corporation Employees' Stock Ownership Plan and Trust and is not intended to be and should not be used by anyone other than the specified parties. After you have had an opportunity to review this memorandum, we would be pleased to discuss the matters contained herein with you. Champaign, Illinois June 28, 1999

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 June 14, 1999 on our audits of the financial statements of First Busey Corporation Employee Stock Ownership Plan as of December 31, 1998 and 1997, and for each of the years in the three-year period ended December 31, 1998 and supporting schedules as of December 31, 1998, which is included in the Annual Report on Form 11-K for the year ended December 31, 1998. McGLADREY & PULLEN, LLP Champaign, Illinois June 28, 1999