SEC Filing | First Busey Corporation

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FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003 Commission File No. 0-15950 (First Busey Corporation) Commission File No. 33-30095 (First Busey Corporation Profit Sharing Plan and Trust) Commission File No. 33-60402 (First Busey Corporation Employee Stock Ownership Plan and Trust) A. Full Title of the plans and the address of the plans, if different from that of the issuer named before: FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST FIRST BUSEY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST B. Name of the issuer of the securities held pursuant to the plans and the address of its principle executive officer: FIRST BUSEY CORPORATION 201 WEST MAIN STREET URBANA, IL 61801

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS December 31, 2003 and 2002

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST Urbana, Illinois FINANCIAL STATEMENTS December 31, 2003 and 2002 CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM......................... 1 CONSENT OF INDEPENDENT ACCOUNTANTS.............................................. 2 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS............................ 3 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS.................. 4 NOTES TO FINANCIAL STATEMENTS.............................................. 5 SUPPLEMENTAL SCHEDULE SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)........... 10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Profit Sharing Committee and Participants First Busey Corporation Profit Sharing Plan and Trust Urbana, Illinois We have audited the accompanying statement of net assets available for benefits of First Busey Corporation Profit Sharing Plan and Trust ("the Plan") as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2003 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003, and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic 2003 financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is 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 schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. //Crowe Chizek and Company LLC// ---------------------------------- Crowe Chizek and Company LLC Oak Brook, Illinois April 8, 2004 1

[McGLADREY & PULLEN LOGO] Certified Public Accountants CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-30095) under the Securities Act of 1933 of First Busey Corporation of our report dated April 8, 2003 on our audit of the financial statements of First Busey Corporation Profit Sharing Plan and Trust as of December 31, 2002, and for the years ended December 31, 2002 and 2001, which is included in the Annual Report on Form 11-K for the year ended December 31, 2003. /s/ McGladrey & Pullen, LLP McGladrey & Pullen, LLP Champaign, Illinois June 24, 2004 McGladrey & Pullen, LLP is a member firm of RSM International - an affiliation of separate and independent legal entities. 2.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2003 and 2002 2003 2002 ---- ---- ASSETS Investments (Note 3) $31,683,937 $27,512,602 Receivables Accrued interest and dividends 28,216 46,210 Participants' contributions 45,877 1,660 ----------- ----------- 74,093 47,870 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $31,758,030 $27,560,472 =========== =========== See accompanying notes to financial statements. 3.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2003 ADDITIONS TO NET ASSETS ATTRIBUTED TO Investment income Net appreciation in fair value of investments (Note 3) $ 5,151,423 Interest and dividends 624,784 ----------- 5,776,207 Contributions: Employers 880,000 Participants 1,142,234 Participants' contribution rollovers 44,364 ----------- 2,066,598 ----------- Total additions 7,842,805 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 3,494,174 Administrative expenses 151,073 ----------- Total deductions 3,645,247 ----------- NET INCREASE 4,197,558 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 27,560,472 ----------- End of year $31,758,030 =========== See accompanying notes to financial statements. 4.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 1 - PLAN DESCRIPTION The following description of the First Busey Corporation Profit Sharing Plan and Trust ("the Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined contribution plan covering substantially all employees of First Busey Corporation and its subsidiaries ("the Employers") who have attained the minimum age of twenty-one, and have completed one year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions: Each year, participants may contribute a percentage of their pretax annual compensation, as defined in the plan, subject to limitations of the Internal Revenue Code. Participants may also contribute amounts representing distributions from other qualified plans. Eligible participants may also make catch-up contributions to the Plan. The Employers' contributions to the Plan are determined annually by the Board of Directors. The Employers may make matching contributions to the Plan equal to a percentage of the first 6% of total compensation that a participant contributes to the Plan. The Employers may also make profit sharing contributions as determined by the Board of Directors each year. Contributions are subject to certain limitations. Participants direct the investment of the contributions into their account into the various investment options offered by the Plan, including First Busey Corporation common stock. Participant Accounts: Each participant's account is credited with the participant's contributions and an allocation of the Employers' contributions and the Plan's earnings and is charged with an allocation of administrative expenses. Allocations are based on participant earnings, participant contributions, or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting: Participants are immediately vested in their voluntary contributions, the Employers' matching contributions, and the respective plan earnings on those contributions. Vesting in the Employers' profit sharing contributions portion of their accounts is based on years of continuous service. A participant is 100% vested after seven years of credited service. A participant is 100% vested upon retirement, death, or disability regardless of years of service. (Continued) 5.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 1 - PLAN DESCRIPTION (Continued) Participant Loans: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at the prime rate. Interest rates are fixed over the term of the loan. Principal and interest is paid ratably through payroll deductions. Payment of Benefits: Upon termination of service, a participant may elect to receive the value of their vested interest in his or her account either as a lump-sum amount or as installments over a period not longer than the life expectancy of the participant. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: The financial statements of the Plan have been prepared using the accrual basis of accounting. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures, and actual results may differ from those estimates. It is at least reasonably possible that a significant change may occur in the near term for the estimates of investment valuation. Investment Valuation and Income Recognition: The Plan's investments are stated at fair value. Securities traded on any recognized stock exchange are valued at the last reported sales price at the valuation date. Securities not listed on an exchange and securities for which no sale has been reported on that day are valued at the closing bid price or at fair value as determined by the custodian. Certificates of deposit and participant loans are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a 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. Concentration of Credit Risk: At December 31, 2003, approximately 34% of the Plan's assets were invested in First Busey Corporation common stock. (Continued) 6.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) Risks and Uncertainties: The Plan provides for various investment options. The underlying investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. NOTE 3 - INVESTMENTS The following table presents investments that represent 5% or more of the Plan's net assets at December 31: 2003 2002 ---- ---- INVESTMENTS AT FAIR MARKET VALUE Common and preferred stock: First Busey Corporation common stock $10,687,680 $ 8,144,216 Shares of mutual funds: Northern Institutional Small Company Index A 2,621,782 3,598,318 Vanguard Index 500 Admiral Shares 3,628,809 2,821,389 INVESTMENTS AT ESTIMATED FAIR VALUE Short-term investments: Certificate of deposit, Busey Bank 2,062,369 2,477,525 During the year ended December 31, 2003, the Plan's investments (including investments bought, sold and held during the year) appreciated/(depreciated) in value by $5,151,423 as follows: Common stocks $ 2,111,852 Preferred stock - Shares of mutual funds 3,055,700 Corporate bonds, notes, and commercial paper (15,848) Taxable municipal bonds - U.S. Treasury and federal agency securities (281) ----------- $ 5,151,423 =========== (Continued) 7.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 4 - SHORT-TERM INVESTMENTS Short-term investments at December 31, 2003 and 2002 include certificates of deposit at Busey Bank, a subsidiary of First Busey Corporation, with an interest rate of 1.5% and 1.75%, respectively, and a three-month maturity. These deposits include approximately $2,000,000 and $2,400,000 that are in excess of federally insured limits at December 31, 2003 and 2002, respectively. NOTE 5 - PARTY IN INTEREST TRANSACTIONS Parties-in-interest are defined under Department of Labor's regulations as any fiduciary of the plan, any party rendering service to the plan, the employer and certain others. The Plan paid fees to the following parties-in-interest for the year ended December 31, 2003: 2003 ---- First Busey Trust & Investment Co. Trustee $ 104,853 Benefit Planning Consultants, Inc. Recordkeeper 38,620 McGladrey & Pullen, LLP Auditor 7,600 The Plan held the following investments with parties-in-interest at December 31: 2003 2002 ---- ---- First Busey Corporation Certificate of deposit $ 2,062,369 $ 2,477,525 First Busey Corporation Common stock 10,687,680 8,144,216 Participants Participant loans 239,352 275,717 Certain administrative functions are performed by officers or employees of the Employers. No such officer or employee receives compensation from the Plan. (Continued) 8.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 6 - INCOME TAX STATUS The Internal Revenue Service has determined and informed First Busey Corporation by a letter dated August 30, 2001 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. NOTE 7 - PLAN TERMINATION Although it has not expressed any intent to do so, the Employers have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plan's termination, participants will become 100% vested in their accounts. 9.

SUPPLEMENTAL SCHEDULE

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2003 Name of Plan Sponsor: First Busey Corporation Profit Sharing Plan and Trust Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 (c) Description of (b) Investment Identity of Issue, Including Maturity Date, (e) Borrower, Lessor, Rate of Interest, Collateral, (d) Current (a) or Similar Party Par or Maturity Value Cost Value - --- ---------------- --------------------- ---- ----- COMMON STOCK Abbott Laboratories Common stock # $ 49,769 Alcoa, Inc. Common stock # 65,892 American International Group Common stock # 77,084 Analog Devices, Inc. Common stock # 43,824 Bank of America Corp. Common stock # 43,110 Bellsouth Corp. Common stock # 15,282 BP PLC Sponsored ADR Common stock # 49,350 Bristol Myers Squibb Co. Common stock # 19,448 Burlington Resources Common stock # 69,225 Cardinal Health, Inc. Common stock # 56,940 Century Tel, Inc. Common stock # 13,864 Cisco Systems, Inc. Common stock # 63,967 Citigroup, Inc. Common stock # 57,035 Darden Restaurants Common stock # 54,767 Disney Common stock # 44,234 DuPont (E.I.) deNemours & Co. Common stock # 39,833 Expiditors International of Wash. Common stock # 43,347 Exxon Mobil Corp Common stock # 58,794 Federal National Mortgage Association Common stock # 50,440 * First Busey Corporation Common stock # 10,687,680 First Data Corp. Common stock # 65,539 General Dynamics Corp. Common stock # 51,974 General Electric Co. Common stock # 58,738 Home Depot Inc. Common stock # 40,743 International Business Machines Common stock # 46,340 Intuit, Inc Common stock # 44,350 Kohl's Corp. Common stock # 57,703 Kroger Co. Common stock # 37,020 (Continued) 10.

FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2003 Name of Plan Sponsor: First Busey Corporation Profit Sharing Plan and Trust Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 (c) Description of (b) Investment Identity of Issue, Including Maturity Date, (e) Borrower, Lessor, Rate of Interest, Collateral, (d) Current (a) or Similar Party Par or Maturity Value Cost Value - --- ---------------- --------------------- ---- ----- COMMON STOCK McDonald's Corp. Common stock # $ 51,944 Merck & Co., Inc. Common stock # 31,370 Microsoft Corporation Common stock # 58,024 Nike Inc. C1 'B' Common stock # 42,377 Noble Energy Inc. Common stock # 57,759 Pepsico Common stock # 54,033 Pfizer, Inc. Common stock # 38,863 Procter & Gamble Common stock # 68,318 Royal Dutch Petroleum 1.25 Guilder Shares Common stock # 50,294 Sara Lee Corp Common stock # 51,670 State Street Corp. Common stock # 57,600 Teva Pharmaceutical Ind Ltd ADR Common stock # 56,710 United Technologies Corp. Common stock # 69,372 Wal-Mart Stores, Inc. Common stock # 48,010 Wells Fargo & Co New Common stock # 62,718 Westwood One, Inc. Common stock # 34,210 Wyeth Common stock # 16,001 ------------ 12,855,565 (Continued) 11.

Name of Plan Sponsor: First Busey Corporation Profit Sharing Plan and Trust Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 (c) Description of (b) Investment Identity of Issue, Including Maturity Date, (e) Borrower, Lessor, Rate of Interest, Collateral, (d) Current (a) or Similar Party Par or Maturity Value Cost Value - --- ---------------- --------------------- ---- ----- MUTUAL FUNDS ABN AMRO Asset Management ABN AMRO/Montag & Caldwell Growth Fund (N) # $ 818,751 American Century American Century International Growth Investors Fund # 830,729 Dodge & Cox Dodge & Cox Stock Fund # 834,299 Fidelity Investments Fidelity Advisor Equity Growth (Class I) # 829,536 Fidelity Investments Fidelity Advisor Small Cap (Class I) # 91,275 Franklin Templeton Investments Mutual Shares Fund (Class Z) # 852,090 JPMorgan Fleming Asset Management JPMorgan Fleming Emerging Markets Equity Select Fund # 81,849 Northern Trust Northern Institutional Intermediate Bond Fund (A) # 617,183 Northern Trust Northern Institutional Small Company Index (A) # 2,621,782 Pacific Investment Management Company PIMCO GNMA Institutional Fund # 199,275 Rainier Investment Management Rainier Core Equity Portfolio # 830,516 Scudder Kemper Investments Scudder International Fund (Class S) # 803,693 T. Rowe Price T. Rowe Price Mid Cap Growth # 849,855 Vanguard Vanguard Index 500 Admiral Shares # 3,628,809 Vanguard Vanguard Inflation Protected Secs # 621,017 ------------ 14,510,659 (Continued) 12.

Name of Plan Sponsor: First Busey Corporation Profit Sharing Plan and Trust Employer Identification Number: 37-1078406 Three-digit Plan Number: 002 (c) Description of (b) Investment Identity of Issue, Including Maturity Date, (e) Borrower, Lessor, Rate of Interest, Collateral, (d) Current (a) or Similar Party Par or Maturity Value Cost Value - --- ---------------- --------------------- ---- ----- CORPORATE BONDS, NOTES, AND COMMERCIAL PAPER Abbey National PLC Medium Term $50,000, 6.69%, due 10/17/05 # $ 54,075 Abbott Labs $30,000, 5.125%, due 7/1/04 # 30,559 AIG SunAmerica Global Finance $50,000, 5.85%, due 8/1/08 # 54,483 Bank One Corp. Notes $50,000, 6.875%, due 8/1/06 # 55,292 Chemical Bank $50,000, 6.625%, due 8/15/05 # 53,416 Federal Home Loan Banks $50,000, 3.25%, due 8/15/05 # 51,234 Ford Motor Credit Corp. $50,000, 6.125%, due 1/9/06 # 51,958 Goldman Sachs Group Inc. $50,000, 7.625%, due 8/17/05 # 54,648 Household Finance Corp. $50,000, 5.875%, due 9/25/04 # 51,627 Loews Corp. $150,000, 6.750%, due 12/15/06 # 162,314 Merrill Lynch & Co. Inc. $100,000, 6.55%, due 8/1/04 # 102,979 Merrill Lynch & Co. Inc. $50,000, 6%, due 11/15/04 # 51,946 Merrill Lynch & Co. Inc. $50,000, 6%, due 7/15/05 # 53,502 Morgan Stanley Dean Witter $50,000, 6.875%, due 3/1/07 # 56,264 NationsBank Corp. $50,000, 6.125%, due 7/15/04 # 51,254 NationsBank Corp. $75,000, 6.375%, due 2/15/08 # 83,097 ------------ 1,018,648 SHORT-TERM INVESTMENTS * Busey Bank Certificate of deposit, 1.5%, due March 31, 2004 # 2,062,369 Northern Trust Northern Institutional Governmental Portfolio # 997,344 ------------ 3,059,713 NOTES RECEIVABLE PARTICIPANTS * Participant loans Interest rates ranging from 4.25% to 9.5% 239,352 ------------ $ 31,683,937 ============ * Represents party-in-interest transaction. # Investments are participant-directed; therefore, cost information is not disclosed. 13.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS December 31, 2003 and 2002 14.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN Urbana, Illinois FINANCIAL STATEMENTS December 31, 2003 and 2002 CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM......................... 16 CONSENT OF INDEPENDENT ACCOUNTANTS.............................................. 17 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS............................ 18 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS.................. 19 NOTES TO FINANCIAL STATEMENTS.............................................. 20 SUPPLEMENTAL SCHEDULES SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)........... 27 SCHEDULE H, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS................ 28 15.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Administrative Committee and Participants First Busey Corporation Employees' Stock Ownership Plan Urbana, Illinois We have audited the accompanying statement of net assets available for benefits of the First Busey Corporation Employees' Stock Ownership Plan ("the Plan") as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003, and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but is 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. //Crowe Chizek and Company LLC// ----------------------------------- Crowe Chizek and Company LLC Oak Brook, Illinois April 6, 2004 16.

[McGLADREY & PULLEN LOGO] Certified Public Accountants CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-60402) under the Securities Act of 1933 of First Busey Corporation of our report dated April 8, 2003 on our audit of the financial statements of First Busey Corporation Employee Stock Ownership Plan as of December 31, 2002, and for the years ended December 31, 2002 and 2001, which is included in the Annual Report on Form 11-K for the year ended December 31, 2003. /s/ McGladrey & Pullen, LLP McGladrey & Pullen, LLP Champaign, Illinois June 24, 2004 McGladrey & Pullen, LLP is a member firm of RSM International - an affiliation of separate and independent legal entities. 17.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2003 and 2002 2003 2002 ---- ---- Allocated Unallocated Total Allocated Unallocated Total --------- ----------- ----- --------- ----------- ----- ASSETS Investment in First Busey Corporation common stock, at fair value (Note 5) $20,839,194 $ 3,132,000 $23,971,194 $17,940,772 $ 1,798,680 $19,739,452 Money market fund 2,826 - 2,826 - - - ----------- ----------- ----------- ----------- ----------- ----------- Total investments 20,842,020 3,132,000 23,974,020 17,940,772 1,798,680 19,739,452 RECEIVABLES Accrued interest receivable 27 - 27 24 - 24 Employer contributions receivable - - - 27 - 27 ----------- ----------- ----------- ----------- ----------- ----------- 27 - 27 51 - 51 ----------- ----------- ----------- ----------- ----------- ----------- Total assets 20,842,047 3,132,000 23,974,047 17,940,823 1,798,680 19,739,503 LIABILITIES Notes payable (Note 6) - 2,853,500 2,853,500 - 1,759,000 1,759,000 ----------- ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $20,842,047 $ 278,500 $21,120,547 $17,940,823 $ 39,680 $17,980,503 =========== =========== =========== =========== =========== =========== See accompanying notes to financial statements. 18.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2003 Allocated Unallocated Total --------- ----------- ----- Investment income: Net unrealized appreciation in market value of investments $ 3,022,441 $ 301,271 $ 3,323,712 Interest 174 - 174 Dividends 522,945 53,040 575,985 Employer contributions 57,998 262,000 319,998 Allocation of 12,000 shares of First Busey Corporation common stock, at market value 324,000 - 324,000 ----------- ----------- ----------- 3,927,558 616,311 4,543,869 Interest expense - 53,491 53,491 Administrative expenses 54,307 - 54,307 Distributions to participants: Cash 949 - 949 Stock (18,182 shares) 448,471 - 448,471 Dividend distributions to participants 522,607 - 522,607 Allocation of 12,000 shares of First Busey Corporation common stock, at market value - 324,000 324,000 ----------- ----------- ----------- 1,026,334 377,491 1,403,825 Net increase 2,901,224 238,820 3,140,044 Net assets available for benefits: Beginning of year 17,940,823 39,680 17,980,503 ----------- ----------- ----------- End of year $20,842,047 $ 278,500 $21,120,547 =========== =========== =========== See accompanying notes to financial statements. 19.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION The following brief description of the First Busey Corporation Employees' Stock Ownership Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan Agreement for complete information. General: First Busey Corporation (the Corporation) established the Plan effective as of January 1, 1984. The Plan operates as a leveraged employee stock ownership plan (ESOP), and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended (the Code), and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is administered by the Corporation. First Busey Trust & Investment Co., a subsidiary of the Corporation, is the Plan's Trustee. The Plan purchased Corporation common shares using the proceeds of bank borrowings (see Note 6) guaranteed by the Corporation, and holds the stock in a trust established under the Plan. The borrowings are to be repaid over a five to ten year period by fully deductible Corporation contributions to the trust fund. As the Plan makes each payment of principal, an appropriate percentage of stock will be allocated to eligible employees' accounts in accordance with applicable regulations under the Code. The bank borrowings are collateralized by the unallocated shares of stock and are guaranteed by the Corporation. The lender has no rights against shares once they are allocated under the ESOP. Accordingly, the financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to the accounts of employees with vested rights in allocated stock (Allocated) and stock not yet allocated to employees (Unallocated). Eligibility: Employees of the Corporation and its participating subsidiaries are generally eligible to participate in the Plan after attaining the minimum age of twenty-one and after one year of service providing they worked at least 1,000 hours during such Plan year. Participants who do not have at least 1,000 hours of service during such Plan year or are not employed on the last working day of a Plan year are generally not eligible for an allocation of Corporation contributions for such year. Payment of Benefits: No distributions from the Plan will be made until a participant retires, dies (in which case, payment shall be made to his or her beneficiary or, if none, his or her legal representatives), or otherwise terminates employment with the Corporation and its participating subsidiaries. Distributions are made in the form of Corporation common stock plus cash for any fractional share. (Continued) 20.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued) Voting Rights: Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. If the Trustee does not timely receive voting directions from a Participant, the Trustee votes in the same proportions as the participants voted the allocated shares. The Trustee is required, however, to vote any unallocated shares on behalf of the collective best interests of Plan participants and beneficiaries. Termination: The Corporation reserves the right to terminate the Plan at any time, subject to 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, and the Code. Upon termination of the Plan, the Corporation shall direct the Trustee to pay all liabilities and expenses of the trust fund and to sell shares of financed stock held in the loan suspense account to the extent it determines such sale to be necessary in order to repay the loan. In the event of plan termination, participants would become 100 percent vested in their accounts. PARTICIPANTS' ACCOUNTS: THE PLAN IS A DEFINED CONTRIBUTION PLAN UNDER WHICH A SEPARATE INDIVIDUAL ACCOUNT IS ESTABLISHED FOR EACH PARTICIPANT. EACH PARTICIPANT'S ACCOUNT IS CREDITED AS OF THE LAST DAY OF THE PLAN YEAR WITH AN ALLOCATION OF SHARES OF THE CORPORATION'S COMMON STOCK RELEASED BY THE TRUSTEE FROM THE UNALLOCATED ACCOUNT AND FORFEITURES OF TERMINATED PARTICIPANTS' NONVESTED ACCOUNTS. ONLY THOSE PARTICIPANTS WHO ARE ELIGIBLE EMPLOYEES OF THE CORPORATION AS OF THE LAST DAY OF THE PLAN YEAR WILL RECEIVE AN ALLOCATION. ALLOCATIONS OF COMMON STOCK ARE BASED ON THE ELIGIBLE COMPENSATION OF EACH PARTICIPANT RELATIVE TO TOTAL ELIGIBLE COMPENSATION. Vesting: Vesting in the participants' accounts is based on years of service with the Corporation and its subsidiaries. A participant is 100 percent vested after seven years of credited service. Diversification: Diversification is offered to participants close to retirement age so that they may have the opportunity to move part of the value of their investment in Corporation stock into investments which are more diversified. Participants who are at least age 55 with at least 10 years of participation in the Plan may elect to diversify a portion of their account. Diversification is offered to each eligible participant over a six-year period. In each of the first five years, a participant may diversify up to 25 percent of the number of post-1986 shares allocated to his or her account, less any shares previously diversified. In the sixth year, the percentage changes to 50 percent. Participants who elect to diversify may receive distributions in the form of Corporation common stock plus cash for any fractional share, receive a cash distribution or contribute cash from the sale of Corporation common stock to another qualified defined contribution plan. (Continued) 21.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued) Dividends: Dividends on common stock allocated to participants' accounts are distributed directly to the participant so that the dividends result in income tax deductions for the Corporation. Dividends on common stock not allocated to participants' accounts are used by the Plan to pay interest and administrative expenses. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: The financial statements of the Plan are prepared using the accrual basis of accounting. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures, and actual results may differ from those estimates. It is at least reasonably possible that a significant change may occur in the near term to the estimates of investment valuation. Investment Valuation and Income Recognition: The common stock of the Corporation is valued at fair value on December 31, 2003 and 2002. The Corporation's common stock is traded on the NASDAQ Exchange. Fair value of the common stock is determined by quoted market prices. Dividend income is accrued on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses from security transactions are reported on the specific identification cost method. Risks and Uncertainties: The Plan invests in common stock of the Corporation. These securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. (Continued) 22.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 3 - CONTRIBUTIONS The Corporation is obligated to make contributions in cash to the Plan which, when aggregated with the Plan's dividends and interest earnings, are equal to the amount necessary to enable the Plan to make its regularly scheduled payments of principal and interest due on its term loans. The Corporation may also make discretionary contributions in cash to the Plan. The Corporation made a discretionary contribution of $57,998 for the Plan year ended December 31, 2003. Participant contributions to the Plan are not permitted under the terms of the Plan. NOTE 4 - ADMINISTRATION OF PLAN ASSETS The Plan's assets, which consist principally of First Busey Corporation common stock, are held by the Trustee of the Plan. Company contributions are held and managed by the Trustee, which invests cash received, interest, and dividend income and makes distributions to participants. The Trustee also administers the payment of interest and principal on the loans, which are reimbursed to the Trustee through contributions as determined by the Corporation. Certain administrative functions are performed by officers or employees of the Corporation or its subsidiaries. No such officer or employee receives compensation from the Plan. Administrative expenses for the Trustee's fees are paid directly by the Plan. NOTE 5 - INVESTMENTS The Plan's investments consist solely of First Busey Corporation common stock as follows: 2003 2002 ---- ---- Allocated Unallocated Allocated Unallocated --------- ----------- --------- ----------- Number of shares 771,822 116,000 778,004 78,000 =========== =========== =========== =========== Cost $ 4,221,693 $ 2,381,900 $ 4,240,122 $ 425,100 =========== =========== =========== =========== Fair value $20,839,194 $ 3,132,000 $17,940,772 $ 1,798,680 =========== =========== =========== =========== (Continued) 23.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 6 - NOTES PAYABLE Notes payable consist of: 2003 2002 ---- ---- Bank One, principal payment of $25,000 due annually on December 15, final payment due December 15, 2006. $ 75,000 $ 100,000 Bank One, principal payment of $237,000 due annually on December 15, final payment due December 15, 2009. 1,422,000 1,659,000 Bank One, principal payment of $135,650 due annually on December 31, beginning in 2004, final payment due December 15, 2013. 1,356,500 - ---------- ---------- $2,853,500 $1,759,000 ========== ========== Shares of First Busey Corporation common stock secured as collateral. 116,000 78,000 ========== ========== As of December 31, 2003, the interest rates on the above notes payable are at one year LIBOR plus 1.40%. The effective rate was 2.85% at December 31, 2003 and 3.6875% at December 31, 2002. Interest on the above notes is paid quarterly. As of December 31, 2003, the scheduled maturities of the notes payable are as follows: 2004 $ 397,650 2005 397,650 2006 397,650 2007 372,650 2008 372,650 Thereafter 915,250 ---------- $2,853,500 ========== NOTE 7 - TAX STATUS The Internal Revenue Service has determined and informed First Busey Corporation by a letter dated May 15, 2003, that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Code. Therefore, the Plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. (Continued) 24.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 8 - PARTY IN INTEREST TRANSACTIONS Parties-in-interest are defined under Department of Labor's regulations as any fiduciary of the plan, any party rendering service to the plan, the Corporation and certain others. The Plan holds Corporation stock as assets, which qualifies as a party-in-interest investment. The Plan paid fees to the following parties-in-interest for the years ended December 31, 2003: First Busey Trust & Investment Co. Trustee $ 30,000 Benefit Planning Consultants, Inc. Recordkeeper 16,601 McGladrey & Pullen, LLP Auditor 7,000 25.

SUPPLEMENTAL SCHEDULES 26.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2003 Name of Plan Sponsor: First Busey Corporation Employees' Stock Ownership Plan Employer Identification Number: 37-1078406 Three-Digit Plan Number: 001 (c) Description of Investment Including Maturity Date, (b) Rate of Interest, (e) Identity of Issue, Borrower, Collateral, Par or (d) Fair (a) or Similar Party Maturity Value Cost Value - --- ---------------- -------------- ---- ----- * First Busey Corporation Common Stock $ 6,603,593 $ 23,971,194 * - Represents a party-in-interest investment 27.

FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN SCHEDULE H, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS December 31, 2003 Name of Plan Sponsor: First Busey Corporation Employees' Stock Ownership Plan Employer Identification Number: 37-1078406 Three-Digit Plan Number: 001 (f) (h) (a) Expense Current Value Identity of (c) (d) (e) Incurred (g) of Asset on (i) Party (b) Purchase Selling Lease With Cost Transaction Net Gain Involved Description of Asset Price Price Rental Transaction of Asset Date (Loss) -------- -------------------- ----- ----- ------ ----------- -------- ---- ------ First Busey Corporation (1 transaction) Common Stock $ 1,356,500 $ - $ - $ - $ 1,356,500 $ 1,356,500 $ - First Busey Corporation (55 transactions) Common Stock $ - $ 448,471 $ - $ - $ 46,544 $ 448,471 $ 401,927 28.

SIGNATURES The Plan, pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. /s/ Jama R. Grotelueschen -------------------------------------- First Busey Corporation Profit Sharing Plan and Trust The Plan, pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. /s/ Jama R. Grotelueschen -------------------------------------- First Busey Corporation Employee Stock Ownership Plan 29.

Exhibits 23.1 Consent of Independent Public Accountants - First Busey Profit Sharing Plan and Trust 23.2 Consent of Independent Public Accountants - First Busey Employee Stock Ownership Plan 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002 from the Plan Administrator 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 from the Plan Administrator 30.

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference of our report dated April 6. 2004 on the financial statements and supplemental schedule of the First Busey Corporation Profit Sharing Plan and Trust (the "Plan") as of December 31, 2003 and for the year then ended included in this 2003 Annual Report on Form 11-K of the Plan into the First Busey Corporation Profit Sharing Plan and Trust Registration Statement on Form S-8 (No. 33-30095) filed with the Securities and Exchange Commission. //Crowe Chizek and Company LLC// ----------------------------------- Crowe Chizek and Company LLC Oak Brook, Illinois June 24, 2004 31.

EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference of our report dated April 6, 2004 on the financial statements and supplemental schedules of the First Busey Corporation Employee Stock Ownership Plan and Trust (the "Plan") as of December 31, 2003 and for the year then ended included in this 2003 Annual Report on Form 11-K of the Plan into the First Busey Corporation Employees' Stock Ownership Plan Registration Statement on Form S-8 (No. 33-60402) filed with the Securities and Exchange Commission. //Crowe Chizek and Company LLC// ----------------------------------- Crowe Chizek and Company LLC Oak Brook, Illinois June 24, 2004 32.

EX 99.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION By signing below, each of the undersigned officers hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge, (i) this Annual Report on Form 11-K of the First Busey Profit Sharing Plan and Trust (the Plan) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Signed this 24th day of June, 2004. //Jama R. Grotelueschen// - ------------------------------------------- (Signature of Authorized Officer) Jama R. Grotelueschen - ------------------------ (Typed Name) Plan Administrator - ------------------------ (Title) 33.

EX 99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION By signing below, each of the undersigned officers hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge, (i) this Annual Report on Form 11-K of the First Busey Employee Stock Ownership Plan complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Signed this 24th day of June, 2004. //Jama R. Grotelueschen// - ------------------------------------------- (Signature of Authorized Officer) Jama R. Grotelueschen - --------------------------- (Typed Name) Plan Administrator - --------------------------- (Title) 34.