UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 21, 2009

First Busey Corporation
(Exact name of registrant as specified in its charter)

201 W. Main St.
Urbana, Illinois  61801
(Address of principal executive offices) (Zip code)

(217) 365-4516
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                                             Entry Into a Material Definitive Agreement.

On September 21, 2009, First Busey Corporation, a Nevada corporation (the “Company”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with all the members of its board of directors, various executive officers and certain other accredited investors.  The Stock Purchase Agreement provides for the Purchasers’ purchase of a new series of Company mandatory convertible preferred stock offered in a private placement (the “Private Offering”).  See Item 8.01 for more detail.

The information provided in Item 8.01 is hereby incorporated in this Item 1.01 by reference.  Any description of the Stock Purchase Agreement is not complete and is qualified in its entirety to the full text of the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.

Item 3.02               Unregistered Sales of Equity Securities.

The information provided in Items 1.01 and 8.01 is hereby incorporated into this Item 3.02 by reference.

Item 8.01               Other Events.

The following disclosure includes information relating to the Company’s announced capital offerings as well as well as the Company’s preliminary projected third quarter 2009 financial results.

Capital Offerings

Public Offering of Common Stock.  Prior to the Nasdaq Global Select Market opening for trading on September 21, 2009, the Company issued a press release announcing that it had commenced an underwritten public offering (the “Public Offering”) of 18,000,000 shares of Company common stock.  Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC is acting as the sole bookrunning manager and for which FIG Partners, LLC is acting as co-manager.  The Company intends to grant the underwriters a 30-day option to purchase up to an additional 2,700,000 shares.

Certain investor slides used by the Company in connection with the Public Offering are filed as Exhibit 99.2 and incorporated into this Item 8.01 by reference.

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Entry into Stock Purchase Agreement for Sale of Mandatorily Convertible Preferred Stock.  On September 21, 2009, the Company also announced that it had entered into a Stock Purchase Agreement to sell, in a private placement, $39.3 million of a new series of mandatorily convertible preferred stock (“Series A Convertible Preferred Stock”).  Under the Stock Purchase Agreement, pending satisfaction of all the closing conditions described below, the Series A Convertible Preferred Stock will be sold to a small group of purchasers that includes all of the members of the board of directors, certain executive officers and certain other accredited investors.  This sale of Series A Convertible Preferred Stock pursuant to the Stock Purchase Agreement increased the amount of capital that the Company could raise because the Company has a limited number of authorized but unissued shares of common stock under its articles of incorporation.  The Company believes that all the Series A Convertible Preferred Stock to be issued will be Tier 1 capital for bank regulatory purposes.  The Series A Convertible Preferred Stock will not be registered with the Securities and Exchange Commission and will be issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act of 1933.

One of the Company’s directors, August C. Meyer, Jr., and certain members of his family, including his adult daughter, who currently beneficially owned more than 5% of the Company’s common stock (collectively, the “Meyer Family”), are purchasing Series A Convertible Preferred Stock pursuant to the Stock Purchase Agreement.  The Meyer Family’s substantial current ownership in the Company required it to file a change in control notice with the Federal Reserve Bank of Chicago (the “Federal Reserve”) and receive notice of non-objection to such change in control notice (the “CIBC Notice”) from the Federal Reserve.  Accordingly, the Meyer Family cannot purchase shares of the Series A Convertible Preferred Stock until it receives this notice of non-objection from the Federal Reserve.  The CIBC Notice to the Federal Reserve, which the Meyer Family filed on August 20, 2009, seeks permission for the Meyer Family, as a group, to increase its ownership level in the Company up to 19.9% of the Company’s outstanding common stock.

The Stock Purchase Agreement provides that the purchase of the shares of Series A Convertible Preferred Stock by each purchaser is subject to the closing of the Public Offering as well as the receipt by the Meyer Family of the notice of non-objection from the Federal Reserve with respect to its CIBC Notice.  The Stock Purchase Agreement provides that the closing of the Private Offering will occur promptly following the Meyer Family’s receipt of the required non-objection from the Federal Reserve and the closing of the Public Offering.

It is intended that the Series A Convertible Preferred Stock will remain outstanding for only a short period of time until the Company can hold a special meeting of its stockholders to approve an amendment to the Company’s articles of incorporation to increase the number of authorized shares of the common stock from 60 million to 100 million.  In addition, because the Company’s directors and executive officers are participating in the Private Offering, pursuant to Nasdaq listing rules, the stockholders are required to approve the conversion of the Series A Convertible Preferred Stock before the conversion provision of the Series A Convertible Preferred Stock can become operative.  In the Stock Purchase Agreement, the Company has committed to hold a special meeting of stockholders at which the Company’s stockholders will be asked to approve the amendment to the Company’s articles and the conversion of the Series A Convertible Preferred Stock.  The Purchasers have agreed to vote all shares of Company common stock in favor of these proposals.

The Company expects to hold the special meeting of stockholders in November 2009.  If the Company does not obtain the requisite stockholder approvals at this meeting, the Series A Convertible Preferred Stock will remain outstanding and the Company will present the approvals at a subsequent special meeting or at the 2010 annual meeting of stockholders.

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If the Company’s stockholders do not approve either the conversion of the Series A Convertible Preferred Stock (as required by Nasdaq listing rules), which requires an affirmative vote of a majority of shares voting at the meeting, or the amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock (as required by Nevada law) to permit the conversion, which requires a vote of a majority of the shares issued and outstanding, the Series A Convertible Preferred Stock will remain outstanding and will not convert until the required stockholder approvals are obtained.

Upon receipt of the required stockholder approvals, the shares of Series A Convertible Preferred Stock will mandatorily and automatically convert into shares of Company common stock at a conversion rate equal to the per share price at which the Company’s common stock are sold in the Public Offering (subject to adjustment in certain customary circumstances to avoid dilution).  Upon conversion of the Series A Convertible Preferred Stock, accrued but unpaid dividends, if any, will convert into shares of Company common stock at the same price.

Until the shares of Series A Convertible Preferred Stock convert into shares of common stock, the holders of Series A Convertible Preferred Stock will be entitled to receive, on each share of Series A Convertible Preferred Stock if, as and when declared by the Company’s board of directors, cumulative cash dividends with respect to each dividend period at a per annum rate equal to 9.00% of the liquidation amount per share and the amount of accrued and unpaid dividends for any prior dividend period on such share of Series A Convertible Preferred Stock, if any.  Dividends will begin to accrue and be cumulative from the issuance date and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15.  Dividends not timely paid on the Series A Preferred Stock will also compound on each scheduled dividend payment date.

The Company may not pay dividends on common stock for a period unless all accrued and unpaid dividends for all past dividend periods on all outstanding shares of Series A Convertible Preferred Stock have been or are contemporaneously declared or paid in full.

With respect to distributions upon the liquidation, winding-up and dissolution of the Company, the Series A Convertible Preferred Stock will:

·                  rank senior and prior to the Company’s common stock, and each other class or series of equity securities, whether currently issued or issued in the future, that does not by its terms rank pari passu or senior to the Series A Convertible Preferred Stock with respect to payment of dividends or rights upon the Company’s liquidation, dissolution or winding up of the affairs in the amount of $100,000 per share plus the amount of any accrued and unpaid dividends, whether or not declared;

·                  rank on a parity with each other class or series of the Company’s equity securities, whether currently issued or issued in the future, that by its terms provides that it ranks pari passu with the Series A Convertible Preferred Stock with respect to payment of dividends or rights upon liquidation, dissolution or winding up of the affairs of the Company; and

·                  rank junior to each other class or series of the Company’s equity securities, whether currently issued or issued in the future, that by its terms ranks senior to the Series A

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Convertible Preferred Stock with respect to payment of dividends or rights upon liquidation, dissolution or winding up of the Company’s affairs.

The Series A Convertible Preferred Stock is perpetual and is not redeemable by the Company, or by the holders of the Series A Convertible Preferred Stock.  The Series A Convertible Preferred Stock will not have any voting rights, except to the extent required by Nevada law.  At the closing of the Private Placement, the Company will enter into a registration rights agreement with the Purchasers to grant them mandatory, demand and piggyback registration rights with respect to the shares of the common stock issuable upon conversion of the Series A Convertible Preferred Stock.

The Series A Convertible Preferred Stock will rank on a priority with the $100 million aggregate liquidation preference of Series T Preferred Stock, which the Company issued to the U.S. Treasury pursuant to the TARP Capital Purchase Program, as to dividends and upon liquidation, dissolution or winding up of the Company.

Preliminary Projected Third Quarter 2009 Financial Results

On September 21, 2009, the Company filed a Preliminary Prospectus Supplement relating to the underwritten public offering of its common stock in which the Company made the following disclosures relating to its preliminary projected third quarter 2009 financial results:

Projected Charge-Offs and Provision for Loan Losses.  In the second quarter of 2009, the Company recognized a provision for loan losses of $47.5 million, which was significantly higher than in previous quarters and which led to a net loss for that quarter of $20.5 million.  The Company has continued to proactively address problem assets and risks in its loan portfolio, and it performed an internal analysis of effects of possible losses on its capital position as of June 30, 2009 during the third quarter of 2009.

In early September 2009, the Company engaged a nationally recognized firm to conduct an independent review of its credit risk ratings or loan grading methodology.  This firm reviewed 119 Florida commercial loans from approximately 88 relationships with individual balances of $1 million or more and an aggregate principal balance of approximately $341 million, or approximately 70% of the Company’s total Florida commercial loan portfolio.  It also reviewed 720 Illinois and Indiana commercial loans from approximately 314 relationships with balances of $2 million or more, and with an aggregate principal balance of approximately $1.2 billion, or approximately 50% of the Company’s Illinois/Indiana commercial loan portfolio.

During September, concurrently with the outside review of the Company’s credit grading, the Company intensively reviewed its loan portfolio and evaluated its credit ratings, its allowance for loan losses and the need for additional provisions for loan losses, charge-offs and loan impairments.  The outside firm has completed its preliminary review, and has discussed its preliminary findings with Company management, but has not yet prepared a report.  As part of preparing a report, the outside firm discusses differences in credit ratings with the Company, and evaluates additional information to narrow differences between the Company and the firm’s ratings grades, especially where the outside firm’s rating was lower than the Company’s but where the outside firm may have lacked complete information on the credit.  The outside firm has informed Company management that it believes the Company’s credit risk ratings are reasonable, and based upon initial data and discussions, it appears that the outside firm and the Company’s loan review grades are generally consistent with each other.

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The Company uses its loan grading system and the related loan portfolio reviews to establish an allowance for loan losses that it believes will be adequate, to provide provisions for loan losses and to make loan impairment and charge-off decisions.  The outside firm did not evaluate the adequacy of the Company’s allowance for loan losses or the capital effects of the risks of loss in the Company’s loan portfolio.  However, its review and its preliminary conclusions about the Company’s credit grading methodology supports the conclusions the Company has drawn from its internal review as to the reasonableness of its allowance for loan losses, provisions for loan losses, and loan impairments and charge-offs.

The Company has determined to write down problem credits aggressively, notably those in its Florida commercial loan portfolio, during the third quarter of 2009.  As a result, the Company currently anticipates that it will recognize total net charge-offs between $110 million and $115 million and recognize a provision for loan losses of between $120 million and $125 million for the quarter ended September 30, 2009.  Approximately 95% of these expected charge-offs and additional provisions for loan losses are attributable to the Company’s Florida operations.  Due to the significant expected charge-offs and loan loss provision, the Company anticipates recognizing a net loss for the quarter ended September 30, 2009 of between $62.5 million and $67.5 million, not including any potential goodwill impairment charges.

Because of the work the Company has done internally and with the outside firm, including the more adverse assumptions applied to the Company’s Florida commercial loan portfolio, the Company believes that its loan charge-offs and impairments, and its rate of added provisions for loan losses in future quarters, starting with the fourth quarter of 2009, should be significantly lower than the Company’s experience in the last few quarters.

Potential Goodwill Impairment.  In addition to the projected charge-offs and provision for loan losses, the Company’s net income for the third quarter of 2009 could be materially negatively affected by a potential non-cash goodwill impairment charge.  As of June 30, 2009, the Company had $228.9 million of goodwill, of which $208.2 million related to Busey Bank, the Company’s wholly owned principal banking subsidiary.  The Company generally assesses its goodwill for impairment on an annual basis as of December 31.  As of March 31, 2009, and June 30, 2009, however, the Company’s market capitalization (market value of total common shares outstanding) was less than its stockholders’ common equity, which indicated that goodwill may have been impaired.  As a result, the Company’s management performed a valuation analysis of the Company’s goodwill and concluded that the Company’s remaining goodwill was not impaired as of March 31, 2009 or June 30, 2009.  The Company will perform another valuation analysis as of September 30, 2009 and believes that the first step of its goodwill analysis will indicate impairment that will require further testing.

Because the analysis of goodwill is a complex process that requires the use of multiple valuation methodologies and relies on several variables that cannot be determined at this time, the Company cannot predict at this time the results of its analysis of goodwill impairment.  However, based on management’s preliminary analysis as of September 21, 2009, including the impact of the significant provision for loan losses that the Company expects to recognize during the third quarter of 2009 as discussed above, the Company believes there is a substantial likelihood that the Company’s goodwill will be deemed to be impaired as of the September 30, 2009 testing date.  If that is the case, the Company will be required to recognize a significant non-cash goodwill impairment charge in the third quarter of 2009.  It is possible that all or substantially all of the $208.2 million of goodwill related to Busey Bank recorded on the Company’s balance sheet as of June 30, 2009 could be impaired.  Any non-cash goodwill impairment charge would further increase the net loss that the

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Company expects to realize for the quarter ending September 30, 2009 due to the expected significant provision for loan losses previously discussed, but such a goodwill impairment charge would not negatively affect, in any material way, the Company’s liquidity or materially change the Company’s regulatory capital ratios or other capital ratios, including tangible common equity to tangible assets and tangible common equity to risk-weighted assets ratios.  The Company does not expect that its approximately $20.7 million goodwill related to Busey Wealth Management or FirsTech will be impaired

Non-Compliance with Financial Covenants in Credit Agreement.  The Company is a borrower under that certain Amended and Restated Credit Agreement, dated as of May 31, 2009, with JPMorgan Chase Bank, N.A.  The $46.0 million credit facility provided by the credit agreement is comprised of a term loan of $26.0 million and a line of credit of up to $20.0 million.  The credit facility is secured by all of the capital stock of Busey Bank.  Pursuant to the terms of the agreement, the term loan matures on June 1, 2011, and the line of credit matures on May 31, 2010.  As of September 18, 2009, the Company had $26.0 million in principal amount outstanding on the term loan and $250,000 principal amount outstanding on the line of credit.  The Company has made all required interest payments on the outstanding principal amounts on a timely basis.

The credit agreement contains certain representations and warranties and financial and negative covenants.  A breach of any of these covenants could result in a default under the credit agreement. If measured as of September 21, 2009, the Company would not be in compliance with two of the financial covenants in the credit agreement and management does not expect to be in compliance with these covenants when they are tested as of September 30, 2009.  The first such covenant requires that the Company maintain, at all times following June 30, 2009, a ratio of nonperforming loans plus other real estate owned to total loans plus other real estate owned of not more than 5.50%.  The second covenant requires that the Company maintain, at all times, an annualized return on average assets ratio of not less than 0.40%.  It is also unlikely that the Company will be able to comply with these covenants during at least the next two quarters following the quarter ending September 30, 2009, and it is possible that the Company will not be in compliance with other covenants in the credit agreement in the future.  Although the Company expects to satisfy the minimum return on average assets ratio within the two quarters following the quarter ending September 30, 2009, restoring the Company’s performing loans ratio to the minimum level may take longer depending on market conditions.

The Company has notified the lender that if measured as of September 21, 2009, it would not be in compliance with those specific financial covenants and that the Company does not expect to be in compliance at September 30, 2009.  The Company has not been in compliance with certain financial covenants in previous quarters and the lender has granted the Company waivers of noncompliance.  The Company is in discussions with the lender regarding the potential resolution of these issues for the third quarter of 2009, including a waiver of noncompliance, and the Company believes that it will come to an acceptable agreement with the lender.

Failure to be in compliance with any of the covenants in the credit agreement would give rise to an event of default under the credit agreement.  The credit agreement provides that upon an event of default as the result of the Company’s failure to comply with a covenant, the lender may immediately (i) terminate all commitments to extend further credit, (ii) declare amounts outstanding under the line of credit and the term loan immediately due and payable, (iii) impose a default rate of interest (iv) exercise all of its rights of setoff that the lender may have contractually, by law, in equity or otherwise, and (v) foreclose on all the capital stock the Company owns in Busey Bank, its principal subsidiary, which the Company has pledged to the lender.  If the lender were to exercise its remedies under the credit agreement following an event of default, the Company could lose its principal asset and source

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of earnings, and the Company’s financial position, liquidity and earnings could be materially adversely affected, and would be materially and adversely affected upon foreclosure of Busey Bank stock.  However, if the lender does not grant a waiver or is unwilling to change the terms of the covenants to the Company’s satisfaction, then the Company intends to use available cash, which may include a portion of the proceeds from the Public Offering and the separate Private Placement to retire the $26.0 million principal amount due and outstanding to the lender pursuant to the term loan and repay any amounts owing under the line of credit.

Correcting Information

The information set forth below corrects certain information as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Form 10-K”):

Book Value Per Share as of December 31, 2009.  On page 23 in the table “Selected Consolidated Financial Information” in Part II, Item 6 of the 2008 Form 10-K, the Company incorrectly reported the per share book value as of December 31, 2008.  The correct book value was $12.70 as of December 31, 2008, not $12.36 as reported.  Book value is calculated by dividing total capital by common shares outstanding as of the end of the period.

Commitments under Standby Letters of Credit, Unused Lines of Credit and Other Conditionally Approved Credit Lines.  In Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2008 Form 10-K, the Company incorrectly reported that its commitments under standby letters of credit, unused lines of credit and other conditionally approved credit lines, totaled approximately $687.8 million as of December 31, 2008.  The correct amount as of December 31, 2008 was approximately $733.1 million.

Forward-Looking Statement

Certain statements contained in this Form 8-K that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act.  These forward-looking statements are covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain assumptions and estimates describe the Company’s future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim” and similar expressions.  These forward-looking statements include statements relating to the Company’s projected growth, anticipated future financial performance, financial condition, credit quality and management’s long-term performance goals, as well as statements relating to the anticipated effects on results of operations and financial condition from expected developments or events, the Company’s business and growth strategies and any other statements that are not historical facts.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, and could be affected by many factors.  Factors that could have a material adverse effect on the Company’s financial condition, results of operations and future prospects can be found in the under Item 1A “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2008.  These factors

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include, but are not limited to, the following: (i) the effects of future economic, business and market conditions and changes, domestic and foreign, including seasonality; (ii) governmental monetary and fiscal policies; (iii) legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by the Company’s regulators, and changes in the scope and cost of Federal Deposit Insurance Corporation, or FDIC, insurance and other coverages; (iv) changes in accounting policies, rules and practices; (v) the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and other interest sensitive assets and liabilities; (vi) the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates; (vii) changes in borrowers’ credit risks and payment behaviors; (viii) changes in the availability and cost of credit and capital in the financial markets; (ix) changes in the prices, values and sales volumes of residential and commercial real estate; (x) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services; (xi) the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; (xii)changes in technology or products that may be more difficult, costly, or less effective than anticipated; (xiii) the effects of war or other conflicts, acts of terrorism or other catastrophic events, including hurricanes, storms, droughts, tornados and flooding, that may affect general economic conditions, including agricultural production and demand and prices for agricultural goods and land used for agricultural purposes, generally and in the Company’s markets; (xiv) the failure of assumptions and estimates used in the Company’s review of its loan portfolio, the review of the Company’s credit grading methods by an independent firm and the Company’s analysis of its capital position; (xv) the risk that the Company’s deferred tax assets could be reduced if estimates of future taxable income from operations and tax planning strategies are less than currently estimated, and sales of the Company’s capital stock in the underwritten public offering described herein and/or other transfers of the Company’s capital stock could trigger a reduction in the amount of net operating loss carryforwards that the Company may be able to utilize for income tax purposes.

Because of those risks and other uncertainties, the Company’s actual future results, performance or achievement, or industry results, may be materially different from the results indicated by these forward-looking statements.  In addition, the Company’s past results of operations are not necessarily indicative of its future results.  You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made.  The Company is not undertaking an obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under federal securities law.  The Company qualifies all of its forward-looking statements by these cautionary statements.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of September 18, 2009, is by and among FIRST BUSEY CORPORATION, a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Purchasers attached hereto as Annex I (each individually, a “Purchaser,” and collectively, the “Purchasers”).

RECITALS

A.            The Board has determined that that it would be in the best interests of the Company and its stockholders for the Company to raise a significant amount of capital in a public offering of common stock pursuant to a registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) and in a separate private placement of convertible preferred stock.

B.            The Company has engaged an investment banking firm to facilitate the public offering and, in connection therewith, the Company anticipates that it will enter into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”) pursuant to which the Company will, subject to the satisfaction of the terms and conditions set forth in the Underwriting Agreement, issue and sell to the Underwriters shares (the “Offered Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in connection with an offering to the public (the “Follow-On Offering”) of the Offered Shares for a per share price that will be determined by the Company and the Underwriters immediately prior to the execution of the Underwriting Agreement (the “Offering Price”).

C.            Prior to the date of this Agreement, August C. Meyer, Jr. 2009 GRAT-1, Elisabeth Meyer Kimmel 2009 GRAT-1 and Inna Meyer (the “CIBC Notificants”), who are among the Purchasers, filed a Interagency Notice of Change in Control (the “Change in Control Notice”) with the Federal Reserve Bank of Chicago (the “Federal Reserve Bank”) to obtain the Federal Reserve Bank’s consent to their acquisition of “control” (as defined in the Bank Holding Company of 1956, as amended (the “BHC Act”)) of the Company and Busey Bank, an Illinois state-chartered bank and a wholly-owned subsidiary of the Company (the “Bank”).

D.            Separate from the Follow-On Offering, the Company, with assistance from its Placement Agent (as defined in Section 7.12 below), offered, in a transaction exempt from registration, shares of a new series of convertible preferred stock of the Company (the “Preferred Shares”).  Subject only to (i) the closing of the Follow-On Offering (without regard to the exercise or not of any option granted to the Underwriters in the Underwriting Agreement) (the “Follow-On Offering Closing”) and (ii) receipt of the Federal Reserve Bank’s notice of no objection to the Change in Control Notice and (iii) the other conditions set forth in Sections 5.1 and 5.3 hereof, the Purchasers will purchase, in the aggregate, three hundred ninety three (393) shares of Series A Preferred Shares, which will be (upon the shareholder approvals described in Section 3.1(h) below) convertible automatically into shares of Common Stock at the Offering Price and will have substantially the other terms set forth in the form of Certificate of Designations for the Preferred Shares attached hereto as Exhibit A (the “Series A Certificate of Designations”), and the Company desires to issue and sell such shares to the Purchasers.  Each Purchaser desires to purchase that number of Preferred Shares set forth opposite such Purchaser’s name in column (3) on the Schedule of Purchasers.

E.             The Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act.

In consideration of the foregoing premises, which are incorporated herein by this reference, and the following mutual promises, covenants and agreements, the Company and each Purchaser, intending to be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1          Definitions.  Certain of the capitalized terms used but not defined herein have the meanings assigned to them in Annex II (which is incorporated herein by reference).

1.2          Principles of Construction.  With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

ARTICLE 2
PURCHASE AND SALE

2.1          Purchase and Sale of Preferred Shares.  Subject to (a) the terms and conditions set forth in this Agreement, (b) the Follow-On Offering Closing and (c) receipt of the Federal Reserve Bank’s notice of no objection to the Change in Control Notice, the Company will issue and sell to each Purchaser, and each Purchaser severally, but not jointly, will purchase from the Company on the Closing Date the number of Preferred Shares as is set forth opposite such Purchaser’s name in column (3) on the Schedule of Purchasers.

2.2          Purchase Price.  The aggregate purchase price for the Preferred Shares to be purchased by each Purchaser (the “Purchase Price”) shall be the amount set forth opposite such Purchaser’s name in column (4) on the Schedule of Purchasers.  Each Purchaser shall pay $100,000.00 for each Preferred Share to be purchased by such Purchaser at the Closing.

2.3          Closing.  The closing of the acquisition of the Preferred Shares (the “Closing”) by the Purchasers shall occur at the offices of counsel to the Company, Barack Ferrazzano Kirschbaum & Nagelberg LLP, 200 West Madison Street, Suite 3900, Chicago, Illinois 60606.  The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the third Business Day after the satisfaction (or waiver) of the conditions to the Closing set forth in Article 5 below (other than any such condition required to be satisfied at the Closing) or such other date and time as is mutually agreed to by the Company and the Majority of Purchasers not more than ten Business Days after such satisfaction (or waiver) of the conditions to the Closing.  At the Closing, the Company and the Purchasers shall make certain deliveries, as specified herein, and all such deliveries, regardless of chronological sequence, shall be deemed to occur contemporaneously and simultaneously on the occurrence of the last delivery and none of such deliveries shall be effective until the last of the same has occurred.

2.4          Delivery of Payment and Preferred Shares.  On the Business Day preceding the Closing Date, each Purchaser shall deliver to the Company the Purchase Price by wire transfer of immediately available funds to an account designated by the Company in writing by 1:30 p.m.  At the Closing, the Company shall deliver to each Purchaser the Preferred Shares, each duly executed on behalf of the Company and registered in the name of such Purchaser or its designees.

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1          Representations and Warranties of the Company.  The Company hereby represents and warrants to each of the Purchasers as follows:

(a)                                  Organization, Legal Capacity and Authority.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as currently conducted.

(b)                                 Bank Holding Company; State Bank Status.  The Company is duly registered as a bank holding company under the BHC Act and meets in all material respects the applicable requirements for qualification as such.  The Bank holds the requisite authority from the DFPR to conduct business as a state-chartered bank under the laws of the State of Illinois.

(c)                                  Authorization and Validity of Agreements.  The Company has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Company.  This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms.

(d)                                 No Conflicts.  The execution, delivery and performance of this Agreement by the Company will not conflict with, violate or result in the breach of any agreement, instrument, order, judgment, law or governmental regulation to which the company is a party or is subject, nor, upon the Closing, will the consummation of the transactions contemplated hereby conflict with any provisions of the Company’s articles of incorporation or by-laws.

(e)                                  Exemption from Registration; No Integration; No General Solicitation.

(i)            Subject to the accuracy of the representations and warranties of each Purchaser, it is not necessary in connection with the offer, sale and delivery of the Preferred Shares to the Purchasers in the manner contemplated by this Agreement to register the Preferred Shares under the Securities Act.

(ii)           Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Preferred Shares in a manner that would require the registration under the Securities Act of the Preferred Shares or (ii) offered, solicited offers to buy or sold the Preferred Shares by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

(f)                                    Company Capitalization.  The authorized capital stock of the Company consists of: (i) 60,000,000 shares of Common Stock; and (ii) 1,000,000 shares of preferred stock, par value $0.001 per share.  As of the date of this Agreement (not including the effects of the Follow-On Offering), there are: (i) (A) 35,815,892 shares of Common Stock issued and outstanding; (B) 1,976,205shares of Common Stock reserved for issuance pursuant to the Company’s employee benefit plans; and (C) 1,147,666 shares of Common Stock reserved for issuance upon exercise of the warrant issued to the U.S. Treasury pursuant

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to the Capital Purchase Program; and (ii) 100,000 shares of preferred stock designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series T, all of which are issued and outstanding and held by the U.S. Treasury.

(g)                                 Issuance of Securities.  Upon issuance to the Purchasers, the Preferred Shares will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully-paid and nonassessable, free and clear of any liens, taxes or charges with respect to the use thereof and shall be entitled to the rights and preferences set forth in the Series A Certificate of Designations.  If the Stockholder Approval referred to in Section 3.1(h)(ii) is obtained, upon issuance or conversion in accordance with the Series A Certificate of Designations, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens or charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.  Subject to the accuracy of the representations and warranties of the Purchasers in this Agreement, the offer, sale and issuance of the Securities hereunder is exempt from registration under the Securities Act (pursuant to the exemption provided by Section 4(2) thereof) and all applicable state securities laws.

(h)                                 Approvals.

(i)            The Board has: (A) determined that the transactions contemplated hereby and the Series A Certificate of Designations are advisable and in the best interests of the Company; (B) adopted the Transaction Documents and expressly approved the issuance and sale of the Preferred Shares to the Purchasers; (C) approved an amendment to the Company’s articles of incorporation to increase the number of authorized shares of Common Stock from 60,000,000 to 100,000,000 (the “Articles Amendment”) to provide sufficient shares of Common Stock for reservation in connection with the conversion of the Preferred Shares and for corporate flexibility; and (D) approved and resolved to recommend that the Company’s stockholders vote in favor of each of the Proposals (as defined below).

(ii)           The only votes of the Company’s stockholders required to approve and adopt the Transaction Documents and the transactions contemplated hereby are: (A) the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy at a duly called meeting of the Company’s stockholders at which the requisite quorum is present to approve the conversion feature of the Preferred Shares as required by Nasdaq; and (B) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to approve the Articles of Amendment (such proposals are referred to herein collectively as the “Proposals,” and the receipt of sufficient votes required to approve all such Proposals is referred to herein as the “Stockholder Approval”).

3.2          Purchaser’s Representations and Warranties.  Each Purchaser hereby represents and warrants to the Company, with respect to itself only, as follows:

(a)                                  Such Purchaser has a preexisting relationships with the Company and learned of an offering of Company securities other than from the Company’s filing of a registration statement or any solicitation using the prospectus contained therein, and such Purchaser has had an interest in purchasing Company securities separate from and/or prior to the filing of a registration statement by the Company.

(b)                                 Organization, Legal Capacity and Authority.

(i)            If such Purchaser is a legal entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and, in the case of the CIBC Notificants, subject to the receipt of any Bank Regulatory Approvals, to consummate the transactions contemplated by the

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Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, and has conducted business previously and has not been organized for the purpose or in contemplation of investing in Preferred Shares.

(ii)           If such Purchaser is a natural Person, such Purchaser has the legal capacity and the right to execute, deliver, enter into and, in the case of the CIBC Notificants, subject to the receipt of any Bank Regulatory Approvals, consummate and perform the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(c)           Authorization and Validity of Agreements.  Such Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement, the performance by such Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action of such Purchaser.  No prior Bank Regulatory Approval or other approval that has not been received and is in full force and effect is needed for and Purchaser to enter into this Agreement.  Subject, only in the case of the CIBC Notificants, to their receipt of any Bank Regulatory Approvals, this Agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its respective terms.

(d)           No Conflicts.  The execution, delivery and performance of this Agreement by such Purchaser will not: (i) if Purchaser is a business entity, conflict with any provisions of such Purchaser’s organizational documents; or (ii) subject, only in the case of the CIBC Notificants, to their receipt of any Bank Regulatory Approvals, conflict with, violate or result in the breach of any agreement, instrument, order, judgment, law or governmental regulation to which such Purchaser is a party or is subject.

(e)           No Public Sale or Distribution.  Such Purchaser is: (i) acquiring the Preferred Shares and (ii) upon conversion of the Preferred Shares, will acquire the Conversion Shares, in each case, for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempt from registration under the Securities Act.  Such Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person to resell or distribute any of the Securities.  Such Purchaser is not a broker-dealer (registered or otherwise) or an affiliate of a broker-dealer.  The Purchaser understands and agrees that the Preferred Shares and the Conversion Shares will be “restricted securities” and will not be freely transferable, and will be subject to the lock-up letter substantially in the form attached as Exhibit A hereto.  It is also understood that at the Closing the Purchasers and the Company will enter into a registration rights agreement substantially in the form attached as Exhibit B hereto.

(f)            Accredited Investor Status.  Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D on the basis set forth on the signature page hereto executed by such Purchaser.  Such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of its investment in the Securities.

(g)           Reliance on Exemptions.  Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and

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understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

(h)           Access to Information.  Such Purchaser (or a duly authorized representative thereof) has been furnished with, and will hold strictly confidential, materials relating to the business, finances and operations of the Company, including information concerning the Bank, and materials relating to the offer and sale of the Securities that have been requested by such Purchaser.  Such Purchaser (or a duly authorized representative thereof) has been afforded the opportunity to ask questions of the Company, and has reviewed and considered carefully all information it deems relevant in making an informed decision to purchase the Securities.  Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, and confirms that it has not received or relied upon any such advice from the Company or the Placement Agent.  Such Purchaser understands that its investment in the Securities involves a high degree of risk, and agrees that it can maintain an illiquid investment in the Securities indefinitely, and can afford a complete loss of its investment.

(i)            No Governmental Review.  Such Purchaser understands that no governmental authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor has any such governmental authority passed upon or endorsed the merits of the offering of the Securities.  THE SECURITIES ARE NOT DEPOSITS AND ARE NOT INSURED BY THE FDIC.

(j)            Transfer or Resale.  Such Purchaser understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) such Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company and its counsel, to the effect that such Securities to be sold, assigned or transferred are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”), or another specified exemption from such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require registration under the Securities Act or compliance with another available exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws.

(k)           Contingency of Conversion Feature.  Such Purchaser understands that until the Company obtains the Stockholder Approval, the Preferred Shares may not be converted into the Conversion Shares.

(l)            Certain Trading Activities.  Such Purchaser has not directly or indirectly, nor has any Person who is subject to the direction or control of such Purchaser and who is acting on behalf of or pursuant to any understanding with such Purchaser, (i) engaged in any short sales involving the Company’s securities since the date that such Purchaser first became aware of the transactions contemplated hereby, or (ii) traded in securities of the Company while aware of material non-public information regarding the Company or its securities, including, without limitation, the existence of the proposed Follow-On Offering.  Such Purchaser covenants that neither it, nor any person who is subject to the direction or control of such Purchaser and who is acting on its behalf or pursuant to any understanding with it, will trade in securities of the Company while aware of material non-public information regarding the Company or its securities, and will not provide any such material non-public information to anyone

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else for any purpose other than to their advisors who have been directed to use such material non-public information solely for assisting the Purchaser in evaluating an investment in Preferred Shares and to hold such information strictly confidential.

ARTICLE 4
COVENANTS

4.1          Stockholders’ Meeting.  The Company shall take all action necessary to duly call, give notice of, convene and hold a special meeting of stockholders for the purpose of obtaining the Stockholder Approval, as promptly as reasonably practicable following the Closing (the “Stockholders’ Meeting”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”).  If the Company does not obtain the Stockholder Approval at the Stockholders’ Meeting, the Company agrees that it will take all necessary action to have the Proposals voted upon at any subsequent meeting of stockholders of the Company until the Stockholder Approval is obtained.

4.2          Proxy Material.  In connection with the Stockholders’ Meeting, the Company will promptly prepare and file with the SEC a proxy statement (as it may be amended or supplemented from time to time, the “Proxy Statement”) related to the consideration of the Proposals at the Stockholders’ Meeting, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as otherwise required by law, mail to its stockholders within the timeframe required by rules and regulations of the SEC the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholders’ Meeting and otherwise use commercially reasonable efforts to comply with all requirements of law applicable to any Stockholders’ Meeting.  The Proxy Statement shall include the recommendation of the Board that stockholders vote in favor of the adoption of all of the Proposals at the Stockholders’ Meeting.

4.3          Reservation of Shares.  Subject to receipt of the Stockholder Approval, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance as Conversion Shares, no less than the maximum number of shares of Common Stock then issuable upon conversion of the outstanding Preferred Shares.

4.4          Conduct of Business.  The Company agrees that during the period from the date of this Agreement to the Closing Date, the business and operations of the Company and its subsidiaries shall be conducted in the ordinary course of business consistent with past practice.

4.5          Reasonable Best Efforts; Cooperation.  Each party hereto shall use its reasonable best efforts to satisfy on the timely basis each of the covenants and conditions to be satisfied by it as provided in Article 4 and Article 5 of this Agreement.  Each party hereto shall refrain from taking any action which would render any representation or warranty contained in Article 3 of this Agreement inaccurate in any material respect as of the Closing Date.  Each party shall promptly notify the other of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect as of the Closing Date or that would reasonably be expected to cause any of the conditions to closing provided in Article 5 not to be satisfied in the manner contemplated herein, or (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any of the transactions contemplated by this Agreement.

4.6          Bank Regulatory Approvals.  The parties shall file any and all required applications and notices (including any and all required ancillary documents) with the appropriate Bank Regulatory Authorities in connection with the transactions contemplated by the Transaction Documents to obtain as promptly as practicable any and all Bank Regulatory Approvals, and shall use its reasonable best efforts to take, or cause to be taken, all commercially reasonable actions necessary or advisable to obtain such

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Bank Regulatory Approvals in a timely manner.  The CIBC Notificants will promptly notify the Company of the receipt of any action by the Federal Reserve Board upon their Change in Control Notice.

4.7          Voting Agreement.  Each Purchaser, individually and severally, and not jointly, agrees to vote or cause to be voted all shares of Common Stock that he, she or it directly or beneficially owns with the power to vote or direct the voting of such shares of Common Stock in favor of the adoption of all of the Proposals at the Stockholders’ Meeting.

4.8          Further Assurances.  Each party hereto shall execute and deliver such instruments and take such other actions prior to or after Closing as any other party may reasonably request in order to carry out the intent of this Agreement, including without limitation obtaining any required consents or approvals from third parties.  Each Purchaser confirms that it has not and will not participate in the Follow-On Offering.

ARTICLE 5
CLOSING CONDITIONS

5.1          Conditions to the Obligations of Each Party.  The respective obligations of each party to this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date with respect to the Preferred Shares of each of the following conditions:

(a)           Governmental Filings and Consents.  All material governmental consents, orders and approvals legally required for the consummation of the transactions contemplated hereby shall have been obtained and be in full force and effect, including each of the Bank Regulatory Approvals.

(b)           No Injunctions or Restraints.  No court or other Governmental Authority having jurisdiction over the Company or any of its subsidiaries or any Purchaser shall have instituted, enacted, issued, promulgated, enforced or entered any legal requirement (whether temporary, preliminary or permanent) that is then in effect and that (i) has the effect of making illegal or otherwise prohibiting or invalidating consummation of any of the Transactions or any provision of this Agreement or any of the other Transaction Documents or (ii) seeks to restrain, prohibit or invalidate the consummation of any of the Transactions or to invalidate any provision of this Agreement or any of the other Transaction Documents.

(c)           Follow-on Offering.  The Follow-On Offering Closing shall have been consummated.

5.2          Conditions to Obligations of the Company.  The obligation of the Company hereunder to issue and sell the Preferred Shares to each Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Purchaser with prior written notice thereof:

(a)           Each Purchaser shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(b)           Each Purchaser shall have delivered to the Company the Purchase Price for the Preferred Shares being purchased by such Purchaser at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

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(c)           Each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing Date.

(d)           The representations and warranties of each Purchaser contained in Section 3.2 shall be true and correct on and as of the Closing Date as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date, except for such failures to be true and correct as individually or in the aggregate, did not, and would not reasonably be expected to result in, a Material Adverse Effect.

5.3          Conditions to Obligations of Each Purchaser.  The obligation of each Purchaser hereunder to purchase the Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that, except with respect to the CIBC Notificants, the conditions set forth in Section 5.3(a), these conditions are for the Purchasers’ sole benefit and may be waived by the Majority of Purchasers in their discretion on behalf of all Purchasers at any time by providing the Company with prior written notice thereof:

(a)           The Federal Reserve Bank shall have provided its notice of no-objection to the Change in Control Notice filed by the CIBC Notificants.  No Purchaser shall have an obligation to purchase Preferred Shares prior to the CIBC Notificants’ receipt of such notice of no-objection to the Change in Control Notice filed by the CIBC Notificants.

(b)           The Company shall have duly executed and delivered (i) each of the Transaction Documents, and (ii) stock certificates representing the Preferred Shares (in such number as is set forth across from each Purchaser’s name in column (3) of the Schedule of Purchasers) being purchased by each Purchaser at the Closing pursuant to this Agreement.

(c)           The Certificate of Designation for the Preferred Shares shall have been duly filed with the Secretary of State of the State of Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended.

(d)           The Company shall have performed, satisfied and complied in all material respects each of its respective covenants and agreements contained in this Agreement and required to be performed, satisfied or complied at or prior to the Closing.

(e)           The representations and warranties of the Company contained in Section 3.1 shall be true and correct on and as of the Closing Date as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date, except for such failures to be true and correct as individually or in the aggregate, did not, and would not reasonably be expected to result in, a Material Adverse Effect.

ARTICLE 6
TERMINATION

6.1          Termination by Mutual Consent.  This Agreement may be terminated at any time prior to the Closing, by mutual written consent of the Company and the Majority of Purchasers.

6.2          Termination for Failure to Consummate the Follow-On Offering.  This Agreement will automatically terminate without further action by any of the parties hereto if, prior to the Follow-On Offering Closing, the Underwriting Agreement is terminated pursuant to its terms.

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6.3          Termination for Failure to Obtain Bank Regulatory Approvals.  With respect to each Purchaser, this Agreement will automatically terminate without further action by any of the parties hereto if, notwithstanding such party’s compliance with Section 4.6 hereof, any Bank Regulatory Authority responsible for a Bank Regulatory Approval has formally notified the parties hereto that a Bank Regulatory Approval will not be obtained with respect to that Purchaser or if such Bank Regulatory Authority requests that the Company or the respective Purchaser, as applicable, withdraw any application or notice necessary to obtain a Bank Regulatory Approval.

6.4          Termination Because Conditions to Performance Not Met.  This Agreement may be terminated;

(a)           by the Company upon written notice in the event of a material breach of any covenant or agreement to be performed or complied with by the Purchasers pursuant to the terms of this Agreement, which breach would result in a condition to Closing set forth in Section 5.2 hereof becoming incapable of fulfillment or cure (which condition has not been waived by the Company in writing); or

(b)           by a Majority of Purchasers upon written notice in the event of a material breach of any covenant or agreement to be performed or complied with by the Company pursuant to the terms of this Agreement, which breach would result in a condition to Closing set forth in Section 5.3 hereof becoming incapable of fulfillment or cure (which condition has not been waived by a Majority of Purchasers in writing).

6.5          Effect of Termination.  In the event of any termination of this Agreement, this Agreement shall become void and have no effect, without liability to any person in respect  hereof on the part of any party hereto, except for any liability resulting from such party’s breach of this Agreement prior to such termination.

ARTICLE 7

MISCELLANEOUS

7.1          Action by Majority of Purchasers.  Subject to the terms of this Section 7.1, each Purchaser hereby agrees that prior to the Closing the affirmative approval of the Majority of Purchasers shall have full power and authority to: (i) waive any of the conditions set forth in Section 5.3 hereof; and (ii) amend or modify any of the provisions of this Agreement and the other Transaction Documents; provided, however, that any such amendment or modification pursuant to this clause (ii) that (A) changes the purchase price, dividend rate, voting rights, conversion price, conversion rights, or exchange rights of any of the Securities, or (B) materially and adversely affects any other significant rights of Purchasers under this Agreement or any of the Transaction Documents, shall require the written consent of each Purchaser.

7.2          Survival.  The respective representations, warranties, covenants and agreements of the Company and the Purchasers set forth in this Agreement or any other Transaction Document or in any exhibit, schedule, certificate or instrument attached or delivered pursuant hereto or thereto (except covenants and agreements which are expressly required to be performed and are performed in full on or prior to the Closing Date) shall survive the Closing and the consummation of the Transactions contemplated by this Agreement for a period ending on the last to occur of (A) the date that Stockholder Approval is obtained, or (B) June 30, 2010.

7.3          Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed

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by the internal laws of the State of Illinois applicable to contracts made and wholly to be performed in such state without regard to conflicts of laws.

7.4          Non-Transferable; Successors.  None of the parties to this Agreement may assign any of its rights under this Agreement without the prior consent of the other parties.  Subject to the preceding sentence, this Agreement and every representation, warranty, covenant, agreement and provision hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs and personal and legal representatives.

7.5          Third-Party Beneficiaries.  Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

7.6          Notices.  Any notices delivered pursuant to or in connection with this Agreement shall be delivered to the applicable parties at the addresses set forth below:

If to the Company, to:

First Busey Corporation
201 West Main Street
Urbana, Illinois  61801

Telephone:  (217) 365-4516

Facsimile: (217) 365-4592
Attention:  Van Dukeman

President and CEO

If to the Purchasers, to the address set forth on Annex I.

or to such other Person or place as the Company or the Purchasers, as the case may be, shall furnish to the other parties to this Agreement.

7.7          Entire Agreement.  This Agreement and any documents executed by the parties pursuant to this Agreement and referred to herein constitute the entire understanding and agreement of the parties hereto and supersede all other prior agreements and understandings, written or oral, relating to such subject matter between the parties.

7.8          Modification.  This Agreement may not be amended except by a written agreement signed by the Company and a Majority of Purchasers.

7.9          Severability.  If any provision of this Agreement is held to be prohibited by or invalid under applicable legal requirements, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement unless the consummation of the transactions contemplated by this Agreement is adversely affected thereby.

7.10       Further Assurances.  The parties agree:  (a) to furnish upon request to each other such further information; (b) to execute and deliver to each other such other documents; and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

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7.11       Enforcement of Agreement.  The parties acknowledge and agree that a non-breaching party would be irreparably damaged if any of the provisions of this Agreement are not performed and that any breach of this Agreement could not be adequately compensated in all cases by monetary damages alone.  Accordingly, in addition to any other right or remedy to which a party may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement.

7.12       Brokers, etc.  The Company has retained Fox-Pitt Kelton Cochran Caronia and Waller as its placement agent (the “Placement Agent”) in connection with the offering and sale of the Preferred Shares, and will pay the fees and expenses of the Placement Agent, and indemnify, defend and hold harmless the Purchasers from any obligation to pay the Placement Agent’s fees and expenses.  No Purchaser has engaged, and each Purchaser agrees not to incur or create any obligation to pay any broker’s, finder’s or similar fees, commissions and expenses (other than fees and expenses owed by the Company to the Placement Agent) in connection with the transactions contemplated hereby, each Purchaser and shall indemnify, defend and hold harmless the Company from any claims for such fees, commissions and expenses incurred by such Purchaser’s action.

7.13       Counterparts.  This Agreement and any amendments thereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

Annex I

SCHEDULE OF PURCHASERS

Annex II

DEFINED TERMS

(a)           “Bank Regulatory Approvals” means the approvals and consents of each of the Bank Regulatory Authorities which are required to be obtained by any party hereto prior to consummation of the transactions contemplated by this Agreement, including, without limitation, approval of CIBC Notificant’s Change in Bank Control Act Notice by the Federal Reserve Bank.

(b)           “Bank Regulatory Authorities” means the Board of Governors of the Federal Reserve System, the FDIC or the DFPR, as applicable.

(c)           “Conversion Shares” means the shares of Common Stock issuable upon conversion of the Preferred Shares.

(d)           “DFPR” means the Illinois Department of Financial and Professional Regulation.

(e)           “FDIC” means the Federal Deposit Insurance Corporation.

(f)            “Majority of Purchasers” means the holders of at least a majority in interest of the Purchasers as represented by the number of Preferred Shares for which such Purchasers have subscribed as set forth in the Schedule of Purchasers.

(g)           “Securities” means, collectively, the Preferred Shares and the Conversion Shares.

(h)           “Transaction Documents” means this Agreement, the Series A Certificate of Designations, the lock-up letter, the registration rights agreement and each of the other agreements entered into by the Company in connection with the transactions contemplated by this Agreement.

(i)            “Transactions” means the sale and issuance of the Preferred Shares to the Purchasers, the issuance of the Conversion Shares and the execution and delivery of the Transaction Documents and the consummation by the Company of all of the transactions contemplated by this Agreement.

(j)            “U.S. Treasury” means the United States Department of the Treasury.

(k)           In addition to the terms defined above, the following terms are defined elsewhere in this Agreement:

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Exhibit 99.2