As filed with the Securities and Exchange Commission on April 7, 2005

Securities and Exchange Commission

201 West Main Street
Urbana, Illinois 61801
(217) 365-4513
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement has become effective.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Calculation of Registration Fee

[Tarpon Letterhead]

Merger Proposed — Your Vote Is
Very Important

_______________, 2005

Tarpon Shareholders:

     The Board of Directors of Tarpon Coast Bancorp, Inc. has agreed to a merger of Tarpon with a wholly owned subsidiary of First Busey Corporation, at which time Tarpon would become a wholly owned subsidiary of First Busey. Before we can complete this merger, the merger agreement must be approved by Tarpon’s shareholders. We are sending you this proxy statement-prospectus to ask you to vote in favor of the merger.

     If the merger is consummated, each share of your Tarpon common stock will be converted into the right to receive $27.00 in a combination of cash and First Busey common stock equal to $12.15 cash and $14.85 in First Busey common stock. The calculation of the number of shares of First Busey common stock to which you are entitled upon the consummation of the merger is described more fully in the accompanying document. You should be aware that this conversion may be adjusted as described in the accompanying document. For a discussion of limitations on your ability to receive cash or First Busey common stock in the merger, see “The Merger — Merger Consideration” on page 25. Shares of First Busey common stock are quoted on The Nasdaq Stock Market under the symbol “BUSE.”

     Your vote is very important. The merger cannot be completed unless holders of at least a majority of Tarpon’s common stock approve it. We have scheduled a special shareholder meeting for you to vote on the merger. Whether or not you plan to attend our special shareholder meeting, please take the time to vote by completing and mailing the enclosed proxy card. If you sign, date and mail your proxy card without indicating how you want to vote, we will vote your proxy in favor of the merger.

     The date, time and place of the special meeting is:

Date:                                               , 2005
Time:                              .m.
Place:                                               

     This proxy statement-prospectus provides you with detailed information about the proposed merger. You can also get information about First Busey from documents First Busey has filed with the Securities and Exchange Commission. We encourage you to read this entire document carefully.

     In particular, please see the section entitled “Risk Factors” beginning on page 17.

     We are very enthusiastic about this merger and the strength and capabilities we expect to achieve from it.

Sincerely,

Lewis S. Albert
Chairman and Chief Executive Officer
Tarpon Coast Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this proxy statement-prospectus. Any representation to the contrary is a criminal offense. These securities are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other governmental agency.

     This proxy statement-prospectus is dated ______, 2005 and was first mailed to shareholders on or about ______, 2005

     We have not been authorized to give any information or make any representation about the merger or Tarpon or First Busey that differs from, or adds to, the information in this proxy statement-prospectus or in documents that are publicly filed with the Securities and Exchange Commission. Therefore, if anyone does give you different or additional information, you should not rely on it.

References to Additional Information

     This proxy statement-prospectus incorporates important business and financial information about First Busey and Tarpon that is not in this document. Documents incorporated by reference that provide information regarding Tarpon are being delivered with this proxy statement-prospectus. In case of both First Busey and Tarpon, information incorporated by reference is available to you without charge upon your written or oral request.

     You can obtain documents related to First Busey and Tarpon that are incorporated by reference in this document through the Securities and Exchange Commission website at “http://www.sec.gov” or by requesting them in writing or by telephone from First Busey: First Busey Corporation, 201 West Main Street, Urbana, Illinois 61801, phone: (217) 365-4512, attention: Chairman and Chief Executive Officer, and, in the case of Tarpon: Tarpon Coast Bancorp, Inc., 1490 Tamiami Trail, Port Charlotte, Florida 33948, phone: (941) 626-8111, attention: Chairman and Chief Executive Officer. If you would like to request documents, please do so by ______, 2005 to receive them before the special meeting. Instructions regarding how to obtain this information are contained on page 68 under the caption “Where You Can Find More Information.”

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Tarpon Coast Bancorp, Inc.

Notice of Special Meeting of Shareholders
To be held on __________, 2005

     Tarpon will hold a special meeting of shareholders at ______, ______, ______, Florida ______, at ______.m. local time on ______, ______, 2005 to vote on:

     1. Approval of the Agreement and Plan of Merger dated as of February 24, 2005, by and among First Busey Corporation, FBC Acquisition III Corp. and Tarpon Coast Bancorp, Inc. and the transactions contemplated by the merger agreement. These transactions include the merger of Tarpon with a subsidiary of First Busey and the issuance of First Busey common stock and the payment of cash consideration to Tarpon’s shareholders. This proposal is more fully described in the enclosed proxy statement-prospectus. A copy of the merger agreement is attached as Appendix A to the proxy statement-prospectus.

     2. Any other matters that properly come before the special meeting, or any adjournments or postponements of the special meeting.

     Record holders of Tarpon common stock at the close of business on ______, 2005, will receive notice of and may vote at the special meeting, including any adjournments or postponements. The Bylaws of Tarpon require approval by at least a majority of the outstanding shares of Tarpon to approve the merger agreement. A holder of Tarpon common stock who complies with the provisions of Sections 607.1301 through 1333 of the Florida Business Corporation Act relating to dissenters’ rights applicable to the merger will be entitled to receive payment in cash of the fair value of only those shares held (1) which are voted against approval of the merger agreement at the special meeting (either in person or by proxy), or (2) with respect to which the holder thereof has given written notice to Tarpon at or prior to the special meeting that the holder dissents from the merger agreement. We have attached a copy of the dissenters’ rights law as Appendix B to this document.

     You are cordially invited to attend the special meeting in person, but regardless of whether you plan to attend, please return the enclosed proxy card.

________________, 2005

Please mark, sign, date and return your proxy promptly, whether or not you plan to attend the special meeting.

Your Board of Directors unanimously recommends that you vote FOR approval of the merger agreement.

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Table of Contents

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Questions and Answers About the Merger

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Tarpon Coast Bancorp, Inc.
1490 Tamiami Trail
Port Charlotte, Florida 33948
(941) 629-8111
Attn: Lewis S. Albert
Chairman and Chief Executive Officer

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First Busey Corporation
Selected Consolidated Financial Data

     The table below presents selected consolidated financial data and ratios on an historical basis for First Busey. This information is based on the consolidated financial statements of First Busey that it has presented in its filings with the Commission and should be read in conjunction with the information in such consolidated financial statements.

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Tarpon Coast Bancorp, Inc.

     The table below presents selected consolidated financial data and ratios on an historical basis for Tarpon. This information is based on the consolidated financial statements of Tarpon that it has presented in its filings with the Commission and should be read in conjunction with the information in such consolidated financial statements.

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Comparative Per Share Data

     The following table captioned “First Busey Common Stock” sets forth certain historical and pro forma combined financial information per share of First Busey common stock. The First Busey pro forma amounts included in such table are based on the purchase method of accounting and a preliminary allocation of the purchase price assuming the acquisition of Tarpon was achieved through a combination of 45% cash and 55% First Busey common stock, determined using the closing market price of First Busey common stock on January 31, 2005 ($21.00), and as if the acquisition took place as of the first day of the period in the case of earnings information and as of the last day of the period in the case of book value information. Changes to the estimates used in the determination of the pro forma combined financial information set forth below are expected, as closing date fair value evaluations of assets and liabilities are completed and additional information becomes available. Accordingly, the final pro forma combined financial information may differ from that set forth below.

     In addition, the following table captioned “Tarpon Common Stock” sets forth certain historical and pro forma equivalent financial information per share of Tarpon common stock. The following information should be read in conjunction with the consolidated financial statements and accompanying notes of First Busey and Tarpon incorporated by reference in this proxy statement/prospectus.

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Comparative Market Price Data

     First Busey common stock is listed on Nasdaq. Tarpon common stock is traded on the over-the-counter bulletin board quotation system.

     As of March 1, 2005, there were approximately 943 record holders of First Busey common stock.

     The table below sets forth, for the quarters indicated, the reported high and low closing sales prices of First Busy common stock as reported on Nasdaq, and the high and low average of the bid and asked price for Tarpon common stock as reported on the over-the-counter bulletin board quotation system, in each case based on published financial sources. The First Busey per share prices indicated for dates prior to June 30, 2004 have been restated for a stock split in August 2004.

     The share consideration to be issued in the merger will be based on the market price for First Busey common stock as reported on Nasdaq. The fluctuation in the market price of First Busey common stock will have an impact on the actual number of shares of First Busey common stock that you will receive in the merger. You are urged to obtain current market quotations for First Busey common stock and Tarpon common stock before mailing your proxy.

     On February 23, 2005, the day before the public announcement of the execution of the merger agreement, the closing price of First Busey common stock on Nasdaq was $20.10 per share and the average of the bid and asked price of Tarpon common stock on the over-the-counter bulletin board quotation system was $20.35 per share. On                     , 2005, the closing price of First Busey common stock on Nasdaq was $                     per share and the average of the bid and asked price of Tarpon Common Stock on the over-the-counter bulletin board quotation system was $                     per share.

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First Busey

     The table below sets forth a history of the dividends per share declared by First Busey. With the exception of the Fourth Quarter of Fiscal 2004, all information has been restated for a 3-for-2 stock split August 2004.

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Risk Factors

     In addition to the other information included in this proxy statement-prospectus, shareholders of Tarpon are urged to consider carefully the following factors in determining whether to approve the merger agreement:

Combining our two companies may be more difficult, costly or time-consuming than we expect.

     First Busey and Tarpon have operated, and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients and employees or to achieve the anticipated benefits of the merger. As with any merger of banking institutions, there also may be disruptions that cause us to lose customers or cause customers to take their deposits out of our banks.

Certain directors and officers of First Busey and Tarpon have interests in the transaction that differ from your interests.

     Certain of the directors and officers of First Busey and Tarpon (and certain of their family members and related interests) have personal interests in the merger that may present them with conflicts of interest in connection with the merger. The Boards of Directors of First Busey and Tarpon are aware of this and have considered the personal interests disclosed in this proxy statement-prospectus in their evaluation of the merger. Reference should be made to “The Merger—Background of and Reasons for the Merger” at page 27 and “The Merger Agreement—Interests of Certain Persons in the Merger” at page 45, for a description of such potential conflicts of interest.

First Busey cannot guarantee that it will pay dividends to shareholders in the future.

     The principal business operations of First Busey are conducted through its subsidiary banks. Cash available to pay dividends to shareholders of First Busey is derived primarily, if not entirely, from dividends paid by the banks. After the merger, the ability of the banks to pay dividends to First Busey as well as First Busey’s ability to pay dividends to its shareholders will continue to be subject to and limited by certain legal and regulatory restrictions. Further, any lenders making loans to First Busey may impose financial covenants that may be more restrictive than regulatory requirements with respect to the payment of dividends by First Busey. There can be no assurance of whether or when First Busey may pay dividends after the merger.

First Busey faces intense competition in all phases of its business from other banks and financial institutions.

     First Busey competes for deposits with a large number of depository institutions including commercial banks, savings and loan associations, credit unions, money market funds

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and other financial institutions and financial intermediaries serving Champaign, McLean, Peoria, Tazewell and Ford Counties in Illinois, Hamilton County in Indiana and Lee County in Florida. Principal competitive factors with respect to deposits include interest rates paid on deposits, customer service, convenience and location.

     First Busey competes for loans with other banks headquartered in Illinois, Indiana and Florida, with loan production offices of large money center banks headquartered in other states, as well as with savings and loan associations, credit unions, finance companies, mortgage bankers, leasing companies and other institutions. Competitive factors with respect to loans include interest rates charged, customer service and responsiveness in tailoring financial products to the needs of customers. First Busey competes for loans primarily by designing products for, and directing marketing efforts to, businesses in the markets it serves and that are locally owned, well-capitalized and well-managed.

     Many of the entities with which First Busey competes are substantially larger in size, and many non-bank financial intermediaries are not subject to the regulatory restrictions applicable to First Busey’s bank subsidiaries.

First Busey’s continued pace of growth may require it to raise additional capital in the future, but that capital may not be available when it is needed.

     First Busey is required by federal and state regulatory authorities to maintain adequate levels of capital to support its operations. To the extent First Busey continues to expand its asset base, primarily through loan growth, it will be required to support such growth by increasing its capital to acceptable regulatory levels. Accordingly, First Busey may need to raise capital in the future to support continued asset growth.

     First Busey’s ability to raise capital, if needed to support loan growth, will depend on conditions in the capital markets, which are outside of its control, and on First Busey’s financial performance. Accordingly, First Busey cannot assure you of its ability to raise capital when needed or on favorable terms. If First Busey cannot raise additional capital when needed, it will be subject to increased regulatory supervision and the imposition of restrictions on its growth and business. These could negatively impact First Busey’s ability to further expand its operations through acquisitions or the establishment of additional branches and result in increases in operating expenses and reductions in revenues that would harm its operating results.

First Busey relies heavily on its management team, and the unexpected loss of key managers may adversely affect its operations.

     Much of First Busey’s success to date has been influenced strongly by its ability to attract and to retain senior management experienced in banking and financial services. First Busey’s ability to retain executive officers, the current management team and loan officers of its operating subsidiaries will continue to be important to the successful implementation of First Busey’s strategies. First Busey does not have any existing employment agreements with its executive officers.

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     It is also critical, as First Busey grows, to be able to attract and retain qualified additional management and loan officers. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on First Busey’s business, financial condition and results of operations.

First Busey may not be able to implement successfully its strategy to enter new markets.

     Among other matters, First Busey’s strategic plan includes expansion into new markets by acquisition or by establishing new offices. Expansion requires a significant expenditure of capital in order to prepare the facilities for operation and additional expense in order to staff these new facilities. As new offices mature and grow, First Busey is able to spread its overhead costs over a broader asset base. While First Busey’s recently established offices are generating loan activity consistent with its projections, First Busey may encounter unanticipated difficulties that could adversely affect future profitability. In addition, First Busey cannot assure you that it will be able to successfully operate and manage its operations in new markets or recover its initial capital investment in such operations. To the extent that First Busey expands, it may experience the effects of higher operating expenses relative to operating income from the new offices.

First Busey’s allowance for loan losses may prove to be insufficient to absorb potential losses in its loan portfolio.

     First Busey establishes allowance for loan losses in consultation with management of its bank subsidiaries and maintains it at a level considered adequate by management to absorb loan losses that are inherent in the portfolio. The amount of future loan losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond First Busey’s control, and such losses may exceed current estimates. At December 31, 2004, allowance for loan losses as a percentage of total loans was 1.3% and as a percentage of total non-performing loans was 243.28%. Although management believes that the allowance for loan losses is adequate to absorb losses on any existing loans that may become uncollectible, First Busey cannot predict loan losses with certainty, and First Busey cannot assure you that its allowance for loan losses will prove sufficient to cover actual loan losses in the future. Loan losses in excess of First Busey’s reserves may adversely affect its business, financial condition and results of operations.

First Busey loan portfolio is concentrated heavily in real estate loans, which involve risks specific to real estate value.

     At December 31, 2004, 79.31% of First Busey’s loans were comprised of real estate loans. Although a significant portion of such loans are secured by real estate as a secondary form of collateral, adverse developments affecting real estate values in one or more of First Busey’s markets could increase the credit risk associated with its loan portfolio. Additionally, if the loans are not repaid according to their terms, the real estate securing the loans, in those cases where real estate serves as the primary collateral, may not have a value equal to the amounts owed under the loan. Declines in the local economies of Champaign-Urbana, Bloomington-

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Normal and Peoria, Illinois, Indianapolis, Indiana, and Ft. Myers and Naples, Florida could have an adverse impact on First Busey’s financial condition.

Changes in the policies of monetary authorities could adversely affect First Busey’s profitability.

     The results of operations of First Busey are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of First Busey.

A Warning about Forward-Looking Statements

     This presentation includes forward-looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the combined company after the merger.

     These forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not be achieved. We caution you not to place undue reliance on these forward-looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

     These risks, uncertainties and other factors include the following:

     1. our ability to obtain regulatory approvals for the merger;

     2. our cost savings from the merger are less than we expect, or we are unable to obtain those cost savings as soon as we expect;

     3. technological changes and systems integration after the merger;

     4. First Busey’s revenues, merger-related charges, the combined bank deposits, customers, operating costs and/or loan losses after the merger;

     5. the ability of First Busey to continue to successfully complete acquisitions;

     6. the continued growth in the geographic area in which First Busey’s banking subsidiaries operate;

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     7. the retention of individuals who are very important in the management structure of First Busey;

     8. the general state of the economy, both on a local and national level;

     9. changes in the interest rate environment that affect our margins; and

     10. legislative or regulatory changes that affect our business.

General Information

Meeting, Record Dates and Votes Required

     A special meeting of the shareholders of Tarpon will be held at         .m. local time, on                                         , 2005, at                     ,                     , Florida. The purpose of the meeting is to consider and vote upon a proposal to approve the merger agreement, dated February 24, 2005 between Tarpon and First Busey, which provides for, among other things, the merger of Tarpon with Acquisition Corp. Following the merger, Tarpon will be merged into First Busey and the Bank will become a wholly owned subsidiary of First Busey. Only holders of record of Tarpon common stock at the close of business on                     , 2005, will be entitled to notice of and to vote at the special meeting. As of the record date, there were                      shares of Tarpon common stock issued, outstanding and entitled to be voted. There were approximately       Tarpon shareholders of record on the record date. Each share of Tarpon common stock will be entitled to one vote at the special meeting.

     The presence, in person or by proxy, of holders of a majority of the issued and outstanding shares of Tarpon common stock entitled to vote at the special meeting is necessary to constitute a quorum at such meeting. A quorum must be present before a vote on the merger agreement can be taken at the special meeting. For these purposes, shares of Tarpon common stock that are present, or represented by proxy, at the special meeting will be counted for quorum purposes regardless of whether the holder of the shares or proxy fails to vote on the merger Agreement for any reason, including broker nonvotes. Generally, a broker who holds shares of Tarpon common stock in “street” name on behalf of a beneficial owner lacks authority to vote such shares in the absence of specific voting instructions from the beneficial owner.

     Approval of the merger agreement on behalf of Tarpon will require the affirmative vote of a majority of the outstanding shares of Tarpon common stock entitled to be voted thereon. Failures to return proxy cards, broker nonvotes and abstentions will not be counted, and, as a result, such nonvotes will have the same effect as votes cast against the merger agreement. However, nonvotes will not be deemed to be votes against the merger agreement for purposes of determining a shareholder’s dissenters’ rights. See “Dissenters’ Rights” on page 23.

     In order to vote for the merger agreement, Tarpon’s shareholders must vote for their approval on the enclosed proxy or attend the special meeting and vote in person. As of the record date,                     shares of Tarpon common stock, or                     % of the total shares of

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Tarpon common stock outstanding, were beneficially owned and entitled to be voted by directors and executive officers of Tarpon. These individuals have indicated that they intend to vote their shares in favor of the merger agreement. Accordingly, if these individuals vote as they have indicated, then the merger agreement will be approved if holders of                      of the remaining shares of common stock (                    % of the total outstanding) also vote to approve it. Dissenters’ rights may be demanded by Tarpon’s shareholders who follow the specified procedures set forth in Section 607.1301 through 1333 of the Florida Business Corporation Act. See “Dissenters’ Rights” below.

Proxies and Other Matters

     The enclosed proxy is solicited on behalf of the Board of Directors of Tarpon for use in connection with the Special Meeting and any adjournment or adjournments thereof. Holders of Tarpon common stock are requested to complete, date and sign the accompanying proxy and return it promptly to Tarpon in the enclosed envelope. Tarpon’s shareholders should not forward any stock certificates with their proxies.

     A Tarpon shareholder who has executed and delivered a proxy may revoke it at any time before such proxy is voted (a) by giving a later written proxy, (b) by giving written revocation to the Secretary of Tarpon, provided such later proxy or revocation is actually received by Tarpon before the vote of the shareholders, or (c) by voting in person at the special meeting. Any shareholder attending the special meeting may vote in person whether or not a proxy has been previously filed. The shares represented by all properly executed proxies received in time for the special meeting, unless said proxies are revoked, will be voted in accordance with the instructions therein. If instructions are not given, properly executed proxies received will be voted FOR approval of the merger agreement.

     Tarpon will bear the costs of solicitation of proxies for the special meeting. Such solicitation will be made by mail but also may be made by telephone, facsimile or in person by the directors, officers and employees of Tarpon.

     If a quorum is not obtained, or if fewer shares of Tarpon common stock are voted in favor of approval of the merger agreement than the number required for approval, it is expected that the special meeting will be postponed or adjourned for the purpose of allowing additional time for obtaining additional proxies or votes. At any subsequent reconvening of such special meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original convening of the meeting (except for any proxies which have theretofore effectively been revoked), even though they might have been effectively voted on the same or any other matter at a previous meeting.

     The management of Tarpon is not aware of any business to be acted upon at the special meeting other than the proposal to approve the merger agreement. If other matters are properly brought before the special meeting or any adjournment thereof, the enclosed proxy, if properly signed, dated and returned, will be voted in accordance with the recommendation of Tarpon’s management or, if there is no such recommendation, in the discretion of the individuals named as proxies therein.

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Dissenters’ Rights

     The following discussion is not a complete description of the law relating to dissenters rights available under Florida law. This description is qualified by the full text of the relevant provisions the Florida Business Corporation Act, which are reprinted in entirety as Appendix B to this proxy statement/prospectus. If you desire to exercise dissenters’ rights, you should review carefully the Florida Business Corporation Act and are urged to consult a legal advisor before electing or attempting to exercise these rights.

     Under the Florida Business Corporation Act (“FBCA”), shareholders of Tarpon entitled to vote have the right to dissent from the merger, and obtain payment of the “fair value” of their shares. If the merger is completed, holders of Tarpon common stock as of                     , 2005 who follow the procedures specified by Florida law will be entitled to receive in cash the fair value of their shares as of the day before the special meeting. Such value is exclusive of any appreciation or depreciation in anticipation of the merger, unless such exclusion would be inequitable, but includes “a fair and equitable” rate of interest thereon. Shareholders who elect to follow such procedures are called “dissenting shareholders” in this document.

     To perfect dissenters’ rights, a holder of Tarpon common stock must not vote in favor of the merger agreement and must provide written notice to us before the vote is taken at the special meeting indicating that such shareholder intends to demand payment if the merger is effectuated. Such written notification should be delivered either in person or by mail (certified mail, return receipt requested, being the recommended form of transmittal) to Tarpon Coast Bancorp, Inc., 1490 Tamiami Trail, Port Charlotte, Florida 33948, Attention: Chairman and Chief Executive Officer. All such notices must be signed in the same manner as the shares are registered on the books of Tarpon. If a shareholder has not provided written notice of intent to demand fair value before the vote is taken at the special meeting, the shareholder will be deemed to have waived his or her dissenters’ rights.

     Within 10 days after the date the merger becomes effective, First Busey will provide each former common shareholder who has properly provided a notice of intent to demand payment of fair value a written appraisal notice and form, which will indicate First Busey’s estimate of the fair value of the common stock, as well as a copy of our financial statements and a copy of sections 607.1301-607.1333 of the FBCA.

     A shareholder asserting dissenters’ rights must execute and return the form to us and deposit the shareholder’s certificates in accordance with the terms of the notice, before the date specified in the appraisal notice, which will not be fewer than 40 or more than 60 days after the appraisal notice and form were sent to the shareholder. A shareholder who deposits shares in accordance with the assertion of dissenters’ rights has no further rights as a shareholder, but only has the right to receive “fair value” for the shares in accordance with the dissenters’ procedures, unless the appraisal demand is withdrawn.

     A shareholder who does not execute and return the form and deposit his or her certificates by the date set forth in the appraisal notice, will no longer be entitled to dissenters’ rights, will be bound by the terms of the merger, and will receive the merger consideration. A

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shareholder who complies with the requirements and wishes to withdraw from the appraisal process may do so by notifying us in writing before the date set forth in the appraisal notice as the due date to execute and return the form. A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without our written consent.

     A shareholder must demand dissenters’ rights with respect to all of the shares registered in his or her name, except that a record shareholder may assert dissenters’ rights as to fewer than all of the shares registered in the record shareholder’s name but which are owned by a beneficial shareholder, if the record shareholder objects with respect to all shares owned by the beneficial shareholder. A record shareholder must notify us in writing of the name and address of each beneficial shareholder on whose behalf dissenters’ rights are being asserted. A beneficial shareholder may assert dissenters’ rights as to any shares held on behalf of the shareholder only if the shareholder submits to us the record shareholder’s written consent to the assertion of such rights before the date specified in the appraisal notice, and does so with respect to all shares that are beneficially owned by the beneficial shareholder.

     If a shareholder timely accepts the offer to pay the fair value of the shares as set forth in the appraisal notice, payment will be made within 90 days after First Busey receives the form from the shareholder. A shareholder who is dissatisfied with the offer must include in his or her returned form a demand for payment of that shareholder’s estimate of the fair value of the shares plus interest, otherwise the shareholder will be entitled to payment of only the amount offered. Interest is to be calculated at the interest rate on judgments in Florida on the effective date of the merger. Once First Busey has made payment of an agreed upon value, the shareholders will cease to have any interest in the shares.

     If a shareholder makes demand for payment which remains unsettled, First Busey shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If First Busey fails to file such proceedings, any dissenting shareholder may do so in Tarpon’s name. All dissenting shareholders, except for those that have agreed upon a value with First Busey, are deemed to be parties to the proceeding. In such proceeding, the court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. First Busey shall pay each dissenting shareholder the amount found to be due within 10 days after final determination of the proceedings. Upon payment of such judgment, the dissenting shareholder will cease to have any interest with respect to his or her shares.

     The court in any appraisal proceeding will determine the cost and expense of any appraisal proceeding and such costs and expenses will be assessed against First Busey. However, all or any part of such cost and expense may be apportioned and assessed against all or some of the dissenting shareholders, in such amount as the court deems equitable, if the court determines that such shareholders acted arbitrarily, vexatiously or not in good faith with respect to their dissenters’ rights. The court may also assess the fees and expenses of counsel and experts for the respective parties in the amounts the court finds equitable against First Busey if the court finds that First Busey did not substantially comply with its requirements under Sections 607.1320 and 607.1322 of the FBCA, or, against any party which the court finds acted arbitrarily, vexatiously, or not in good faith with respect to the dissenters’ rights provided by the

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FBCA. In the event First Busey fails to make any required payments, the shareholders may sue directly for the amount owed, and to the extent successful, will be entitled to recover all costs and expenses of the suit, including attorney’s fees.

     The foregoing does not purport to be a complete statement of the provisions of the FBCA relating to statutory dissenters’ rights and is qualified in its entirety by reference to the dissenters’ rights provisions, which are reproduced in full in Appendix B to this proxy statement and which are incorporated herein by reference.

Recommendation of Board of Directors

     The Board of Directors of Tarpon recommends that the shareholders of Tarpon vote FOR the proposal to approve the merger agreement. See “The Merger — Background of and Reasons for the Merger.”

The Merger

     The information in this proxy statement-prospectus concerning the terms of the merger is qualified in its entirety by the full text of the merger agreement, which, excluding the schedules, is attached as Appendix A and incorporated by reference, and the other information contained elsewhere in this proxy statement, including the appendices and the documents incorporated by reference. All shareholders are urged to read carefully this entire proxy statement prospectus, including the appendices and any document incorporated by reference.

General

     Under the merger agreement, Acquisition Corp. will be merged with and into Tarpon, with Tarpon being the surviving corporation. Following the merger, Tarpon will merge into First Busey, and the Bank will become a wholly owned subsidiary of First Busey. After the conditions to consummation of the merger described below have been satisfied or waived, and unless the merger agreement has been terminated as provided below, articles of merger will be filed with the Florida Department of State regarding the merger. The merger will become effective at the date and time set forth in the articles of merger. See “—Effective Time; Closing Date,” “The Merger Agreement—Conditions to the Merger” and “The Merger Agreement—Waiver and Amendment; Termination.”

     Upon consummation of the merger, Tarpon shareholders will be entitled to receive the per share merger consideration for their common stock and will no longer be shareholders of Tarpon.

Merger Consideration

     In accordance with the merger agreement, each share of common stock issued and outstanding immediately before the merger, except shares:

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will be converted at the effective time of the merger into the right to receive $27.00 in a combination of cash and First Busey common stock equal to $12.15 cash and a whole number of First Busey shares equal to $14.85 divided by the First Busey Share Price, plus cash instead of any fractional share. The First Busey Share Price will be calculated as the average (weighted according to reported trading volume on The Nasdaq Stock Market and rounded to the nearest $.01) of the closing prices of First Busey shares on the 10 trading days immediately prior to the fourth day preceding the closing date that First Busey shares are traded on The Nasdaq Stock Market. See “—Manner of Conversion of Tarpon Shares” below.

     As of the effective time of the merger, each outstanding and unexercised Tarpon stock option and warrant which is exercisable at such date under Tarpon’s stock option plan and warrant agreement will be converted into the right to receive $27.00 in cash, less the exercise price of the stock option or warrant.

Manner of Conversion of Tarpon Shares

     Within five business days of the special meeting, unless the effective time of the merger has not yet occurred, in which case as soon thereafter as practicable, First Busey will cause the exchange agent to make allocations to the holders of Tarpon shares as follows.

     Share Minimum. If the First Busey shares to be received in exchange for shares of Tarpon common stock are less than an aggregate value of 50% or more of the total value of the consideration to be received by the shareholders of Tarpon (the “Share Minimum”) then the exchange agent shall select from each Tarpon shareholder, proportionately, a sufficient number of shares of the Tarpon common stock to be converted into the right to receive solely First Busey common stock that will, together with all other First Busey common stock to be issued, equal as closely as practicable (but in no event be less than) the Share Minimum.

     Share Maximum. Notwithstanding the foregoing procedure, if the number of shares of First Busey common stock to be issued in exchange for Tarpon common stock is greater than

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850,000 shares of First Busey common stock (the “Share Maximum”), then the exchange agent shall select from each of the holders of Tarpon common stock, proportionately, a sufficient number of shares of the Tarpon common stock, which if converted solely to cash would result in the First Busey common stock to be issued in the merger to equal as closely as practicable (but in no event be greater than) the Share Maximum, and all such shares of Tarpon common stock held by such holders shall be converted into the right to receive cash.

     If the First Busey shares to be received in exchange for shares of Tarpon common stock is equal to or greater than the Share Minimum and less than the Share Maximum, then each Tarpon shareholder will be entitled to receive the consideration as set forth above in “—Merger Consideration.”

Background of and Reasons for the Merger

     In connection with its normal strategic planning process, Tarpon continuously reviews its strategic business alternatives, including devoting attention to the continuing consolidation and increasing competition in the banking and financial services industry in Florida. From time to time over the past several years, directors of Tarpon also had discussions regarding the prospects of Tarpon, conditions in the community banking market in Florida, and the merger activity among financial institutions in the state and the impact of such factors in determining whether Tarpon should remain independent.

     Keefe Ventures, LLC and Tarpon’s management first met in August 2003 to discuss the possibility of Tarpon raising capital for further expansion and growth. It was decided that Tarpon needed additional time to analyze the advantage and disadvantages of the various capital alternatives, as well as to assess different business models.

     During April 2004, Keefe introduced a Florida-based bank to Tarpon. After the meeting and several telephone discussions, the parties decided it was not in their interests to pursue a possible merger transaction with Tarpon. While these discussions were ongoing, and while Tarpon was assessing capital raising alternatives, Keefe had discussions with members of senior management of First Busey, whom Keefe had met at a meeting the prior year. The First Busey representatives discussed how First Busey had an interest in expanding its Florida presence. Keefe determined after this meeting that First Busey should be introduced to Tarpon.

     The first meeting between First Busey and Tarpon’s management occurred on August 5, 2004 at Tarpon’s main office. The purpose of the meeting was to discuss each party’s banking philosophies and the Florida banking markets.

     Thereafter, Keefe followed up with telephone calls to First Busey and Tarpon to determine if there was a basis to continue further discussion. It was decided that a second meeting would be scheduled to explore further discussion of the earlier issues. That second meeting was held at First Busey’s Florida bank located in Fort Myers on October 8, 2004, where Lewis Albert (Chairman and Chief Executive Officer of Tarpon) and Todd Katz (Vice Chairman and President of Tarpon) met with Douglas Mills (Chairman and Chief Executive Officer of First Busey), David Mills (President and Chief Operating Officer of Busey Bank), Barbara Kuhl

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(President and Chief Operating Officer of First Busey), Michael Geml (President of Busey Bank Florida) and a representative of Keefe. The parties discussed the philosophies and background of the companies, and their possible interest in pursuing a strategic combination of First Busey and Tarpon. The parties agreed to meet again to further explore the opportunity.

     On October 21, 2004, Tarpon’s management discussed with the Tarpon board the meeting with the First Busey representatives. The Tarpon board approved retaining Keefe to serve as its financial advisor in connection with a proposed transaction with First Busey. Tarpon’s board also instructed Keefe to contact First Busey to determine its level of interest in pursuing a transaction with Tarpon.

     On October 27, 2004, Messrs. Albert and Katz met with Mr. Geml in Fort Myers, to further discuss the corporate culture and philosophies of the two companies, as well as their strategic direction and other issues.

     On November 22, 2004, Messrs. Albert and Katz met with Messrs. Douglas and David Mills, Mr. Geml, Mr. Robert Scharlau (Vice President of Busey Bank Florida) and a Keefe representative. Mr. Douglas Mills discussed generally issues relating to the integration of First Busey and Tarpon. The parties also discussed parameters relating to any possible combination transaction between the two parties, including the form of consideration, the range of value, and the desire for a tax free transaction to the extent of stock received. The parties also discussed issues relating to the retention of Tarpon’s brand for marketing purposes, the possibility of merging the Florida charters into Tarpon’s national charter, employment and personnel issues relating to Tarpon’s employees, the conversion of outstanding Tarpon stock purchase warrants and stock options, and other issues.

     Over the next 30 days, the parties had numerous telephone discussions concerning the form of a possible transaction between First Busey and Tarpon, and the consideration to be received by Tarpon shareholders in the transaction.

     On December 28, 2004, Tarpon received a non-binding proposal from First Busey discussing certain parameters relating to a proposed transaction. Tarpon concluded that the proposal was not comprehensive enough for action by the Tarpon board.

     On January 6, 2005, Tarpon received a revised non-binding proposal from First Busey. On January 10, 2005, at its regular meeting, the Tarpon board reviewed the terms of the proposal from First Busey. Also in attendance was Tarpon’s counsel as well as a representative of Keefe. The Keefe representative presented and discussed information relating to First Busey and Tarpon, strategic alternatives available to Tarpon, merger and acquisition activity in Florida and the Southeast, and other information. After additional discussion, the board accepted in principle the proposed terms as set forth in the proposal letter.

     From January 18, 2005 through February 2, 2005, representatives of First Busey and Tarpon had numerous telephone conferences to discuss further the terms and structure of a proposed transaction, as well as to coordinate due diligence efforts.

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     On January 19, 2005, the parties entered into a confidentiality agreement.

     On January 28, 2005, a representative of Keefe met with First Busey representatives in Urbana, Illinois, to conduct a due diligence review of First Busey.

     On January 28, 2005, Tarpon received a draft of a proposed agreement relating to a transaction with First Busey.

     On February 7, 2005, representatives of First Busey conducted a due diligence review of Tarpon, and representatives of First Busey and Tarpon discussed the terms and issues relating to the draft definitive agreement.

     On February 14, 2005, the board of directors of Tarpon met to review the terms of the proposed agreement, as well as the results of the due diligence review.

     On February 23, 2005, the board of directors of Tarpon met to consider the terms of the proposed transaction with First Busey. Management reported on negotiations with First Busey. In addition, the board of directors heard a financial presentation from a representative of Keefe. The representative advised the board that it was the opinion of Keefe that the consideration to be received by Tarpon’s shareholders under the merger agreement is fair from a financial perspective. During this meeting, legal counsel reviewed generally for the Tarpon board of directors the fiduciary duties of directors, including such duties in relation to the merger of financial institutions, and commented on the form of merger agreement, the voting and employment agreements to be entered into with First Busey, and related issues. Following discussion and review by Tarpon’s board of directors of the terms and conditions of the merger agreement, and related information and issues, the board of directors unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Following such approval, Tarpon and First Busey signed the merger agreement on February 24, 2005.

Recommendation of the Board of Directors

     The Tarpon board of directors evaluated the financial, legal and market considerations bearing on the decision to recommend the merger. The terms of the merger, including the exchange ratio, are a result of arm’s-length negotiations between the representatives of Tarpon and First Busey. In reaching its conclusion that the merger agreement is in the best interest of Tarpon and its shareholders, the Tarpon board of directors carefully considered the following material factors among others:

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     The Tarpon board of directors believes that by becoming part of a larger organization with greater resources, Tarpon will be able to expand more rapidly, serve its customers and communities better and provide a broad array of services that will be competitive in Charlotte County and southwest Florida. In addition, First Busey will be able to provide greater career opportunities for Tarpon’s employees.

     While each member of the Tarpon board of directors individually considered the foregoing and other factors, the board did not collectively assign any specific or relative weights to the factors considered and did not make any determination with respect to any individual factor. The Tarpon board of directors collectively made its determination with respect to the merger based on the conclusion reached by its members, in light of the factors that each of them considered appropriate, that the merger is in the best interests of Tarpon’s shareholders.

     The board has unanimously approved and adopted the merger agreement and the transactions contemplated thereby and has determined that the merger is in the best interests of Tarpon and its shareholders. The Board unanimously recommends that shareholders of Tarpon vote for the proposal to approve the merger agreement.

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Opinion of Financial Advisor

     Tarpon engaged Keefe Ventures, LLC to render financial advisory and investment banking services to Tarpon and at Tarpon’s request Keefe agreed to assist Tarpon in analyzing, structuring, negotiating, and effecting a transaction. Tarpon selected Keefe because Keefe is a well respected investment banking firm with substantial experience in transactions similar to the merger and is familiar with Tarpon’s business. As part of its investment banking business, Keefe is continually engaged in the valuation of financial businesses and their securities in connection with mergers and acquisitions.

     As part of its engagement, a representative of Keefe attended the meeting of Tarpon’s board of directors held on February 23, 2005, at which Tarpon’s board of directors evaluated the proposed merger with First Busey. At this meeting, Keefe reviewed the financial aspects of the proposed merger and rendered an opinion that, as of such date, the consideration to be received in the merger by Tarpon was fair to Tarpon’s shareholders from a financial point of view. Tarpon’s board of directors approved the merger agreement at this meeting. Keefe updated such opinion as of                     , 2005.

     The full text of Keefe’s updated written opinion is included as Appendix C to this proxy statement-prospectus and is incorporated herein by reference. You are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Keefe. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion.

     Keefe’s opinion speaks only as of the date of the opinion. The opinion is directed to Tarpon’s board of directors and addresses only the fairness, from a financial point of view, of the consideration offered to Tarpon’s shareholders. It does not address the underlying business decision to proceed with the merger and does not constitute a recommendation to any Tarpon shareholder as to how the shareholder should vote at Tarpon’s special meeting on the merger proposal or any related matter.

     In rendering its opinion, Keefe

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     In conducting its review and arriving at its opinion, Keefe relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or otherwise made available to Keefe or that was discussed with, or reviewed by Keefe, or that was publicly available. Keefe did not attempt or assume any responsibility to verify such information independently. Keefe relied upon the management of First Busey, and Tarpon as to the reasonableness and achievability of the financial and operating forecasts (and assumptions and bases therefore) provided to Keefe. Keefe assumed, without independent verification, that the aggregate allowances for loan and lease losses for First Busey and Tarpon are adequate to cover those losses. Keefe did not make or obtain any evaluations or appraisals of any assets or liabilities of First Busey or Tarpon, nor did it examine or review any individual credit files.

     The financial information and data furnished to Keefe and used by it in certain of its analysis were prepared by First Busey’s and Tarpon’s senior management. First Busey and Tarpon do not publicly disclose internal management forecasts of the type provided to Keefe in connection with its review of the merger. As a result, such forecasts were not prepared with a view towards public disclosure, but the data is reflected in Keefe’s analysis. The forecasts were based on numerous variables and assumptions, which are inherently uncertain, including factors relating to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in the forecasts.

     For purposes of rendering its opinion, Keefe assumed that, in all respects material to its analyses:

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     Keefe further assumed that the merger will be accounted for as a purchase under generally accepted accounting principles, and that the conversion of Tarpon’s common stock into First Busey’s common stock will be tax-free for Tarpon. Keefe’s opinion is not an expression of an opinion as to the prices as to which shares of First Busey’s common stock will trade following the announcement of the merger or the actual value of the shares of common stock of the combined company when issued pursuant to the merger, or the prices at which the shares of common stock of the combined company will trade following the completion of the merger.

     In performing its analyses, Keefe made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters that are beyond the control of Keefe, First Busey and Tarpon. Any estimates contained in the analyses performed by Keefe are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the Keefe opinion was among several factors taken into consideration by Tarpon’s board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of Tarpon’s board of directors with respect to the fairness of merger consideration.

     The following summary reviews the material analyses presented by Keefe to Tarpon’s board of directors on February 23, 2005 in connection with its original February 23, 2005 opinion. The summary is not a complete description of the analyses underlying the Keefe opinion or the presentation made by Keefe to Tarpon’s board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Keefe did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include information presented in tabular format. Accordingly, Keefe believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the

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financial analyses, including the methodologies and assumptions underlying its analyses and opinion. The tables alone do not constitute a complete description of the financial analyses.

     Summary of Proposal. Tarpon’s shareholders will receive $27.00 per share of common stock, in a combination of $12.15 cash and $14.85 of First Busey common stock.

     Selected Peer Group Analysis. Keefe compared the financial performance and market performance of First Busey to those of a group of comparable companies in the Midwest with assets between $1.4 billion and $2.25 billion. Companies included in First Busey’s peer group were:

     Keefe compared the financial performance and market performance of Tarpon to those of a group of comparable companies in Florida with assets between $79 million and $887 million. Companies included in Tarpon’s peer group were:

     To perform this analysis, Keefe used the financial information as of December 31, 2004 or September 30, 2004 if December 31, information was not available. Market price information was as of February 16, 2005.

     Keefe’s analysis showed the following concerning First Busey’s (BUSE) and Tarpon’s financial performance:

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     Keefe’s analysis showed the following concerning First Busey’s and Tarpon’s financial condition:

     Keefe’s analysis showed the following concerning First Busey’s and Tarpon market performance:

     Comparable Transaction Analysis. Keefe reviewed certain financial data related to selected comparably sized Florida acquisitions announced after January 1, 2004.

     Transaction multiples for the merger were derived from $27 per share for Tarpon. Keefe compared these results with announced multiples. The results of the analysis are set forth in the following table:

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     No company or transaction used as a comparison in the above analysis is identical to First Busey, Tarpon, or the merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies.

     Financial Impact Analysis. Keefe performed pro forma merger analyses that combined projected income statement and balance sheet information of First Busey and Tarpon. Assumptions regarding the accounting treatment, acquisition adjustments and cost savings were used to calculate the financial impact that the merger would have on certain projected financial results of First Busey. In the course of this analysis, Keefe used First Busey and Tarpon street estimates. This analysis indicated that the merger is expected to be accretive to estimated earnings per share in 2006. The analysis also indicated that the merger is expected to be accretive to First Busey’s book value per share in 2006. For all of the above analyses, the actual results achieved by First Busey following the merger may vary from the projected results, and the variations may be material.

     Discounted Future Earnings Analysis. Keefe estimated the present value of Tarpon’s common stock based on a continued independence scenario using current peer trading and current acquisition multiples. Keefe used Tarpon management’s estimates for 2005-2008 to value Tarpon’s common stock as of December 31, 2008. These values ranged from $26.20 to $28.91 per share.

     Other Analyses. Keefe reviewed the relative financial and market performance of First Busey and Tarpon to a variety of relevant industry peer groups and indices. Keefe also reviewed earnings estimates, balance sheet composition, historical stock performance and other financial data for First Busey.

     Tarpon’s board of directors has retained Keefe as an independent contractor to act as financial advisor to us regarding the merger. As part of its investment banking business, Keefe is continually engaged in the valuation of banking businesses and their securities in connection with mergers and acquisitions, secondary distributions of listed and unlisted securities, and private placements. As specialists in the securities of banking companies, Keefe has experience in, and knowledge of, the valuation of banking enterprises.

     Tarpon and Keefe have entered into an agreement relating to the services to be provided by Keefe in connection with the merger. Tarpon agreed to pay Keefe a cash fee equal to 1% of the market value of the aggregate consideration offered in exchange for the outstanding shares of common stock of Tarpon in the transaction, $100,000 of which was payable at the time the

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merger agreement was executed and the balance of which is payable at closing. Pursuant to the Keefe engagement agreement, Tarpon also agreed to reimburse Keefe for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify Keefe against certain liabilities, including liabilities under the federal securities laws.

Effective Time; Closing Date

     In order to consummate the merger, the articles of merger must be filed with the Florida Department of State. This filing will occur only after the receipt of all regulatory approvals and the approval and adoption of the merger agreement by Tarpon’s shareholders and the satisfaction or waiver of all other conditions to the merger. See “The Merger Agreement—Conditions to the Merger.” The effective time of the merger will be as of the date and time set forth in the articles of merger. The closing of the merger will take place on a date mutually agreed upon by Tarpon, First Busey and Acquisition Corp.

Regulatory Approvals

     The merger, which involves First Busey, a bank holding company, is subject to the prior approval of the Federal Reserve Board under the Bank Holding Company Act of 1956. First Busey intends to submit an application for approval by the Federal Reserve Board by April 25, 2005.

     In general, the Federal Reserve Board considers the financial and managerial resources and future prospects of the institutions involved in the transaction and the convenience and needs of the communities to be served. The Federal Reserve Board cannot approve a merger if it would:

unless the Federal Reserve Board finds that the anti-competitive effects of a merger are clearly outweighed in the public interest by the probable effect of it meeting the convenience and needs of the communities to be served. The Federal Reserve Board has the authority to deny an application if it concludes that the combined organization would have an inadequate capital position. Also, the Federal Reserve Board must assess the records of the depository subsidiaries of the merger participants under the Community Reinvestment Act of 1977, which requires that the Federal Reserve Board analyze and consider when evaluating an application each depository institution’s record of meeting the credit needs of its local communities, including low and moderate income neighborhoods, consistent with safe and sound operation.

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Surrender of Certificates

     Promptly after the effective time, the exchange agent will mail to each former holder of record of Tarpon common stock a form letter of transmittal, together with instructions and a return mailing envelope (collectively, the “exchange materials”), for the exchange of such holders’ Tarpon common stock certificates for certificates representing shares of First Busey common stock and the cash payable in the merger and in lieu of fractional shares. You should not send in your certificates until you receive the exchange materials from the exchange agent.

     Upon receipt of the exchange materials, former holders of Tarpon common stock should complete the letter of transmittal in accordance with the instructions and mail the letter of transmittal together with all stock certificates representing shares of Tarpon common stock to the exchange agent in the return envelope provided. Upon receipt of the certificates and related documentation, First Busey will issue, and the exchange agent will mail, to such holder of Tarpon common stock a check in the amount of cash consideration payable to such shareholder and any cash payment in respect of fractional shares of Tarpon common stock payable to the surrendering shareholder and, a certificate representing the number of shares of First Busey common stock to which such holder is entitled, all pursuant to the merger agreement. No certificate of First Busey common stock and no cash payment will be delivered to a holder of Tarpon common stock unless and until such holder has delivered to the exchange agent certificates representing the shares of Tarpon common stock owned by such holder and in respect of which such holder claims payment is due, or such documentation and security in respect of lost or stolen certificates as may be required by the exchange agent.

     Former shareholders of record of Tarpon will be entitled to vote after the effective time at any meeting of First Busey shareholders the number of whole shares of First Busey common stock into which such holders’ respective shares of Tarpon common stock are converted, regardless of whether such holders have exchanged their certificates representing Tarpon common stock for certificates representing First Busey common stock.

     Beginning six months after the effective time, no dividend or other distribution payable after the effective time with respect to First Busey common stock issued to replace Tarpon common stock will be paid to the holder of an unsurrendered Tarpon common stock certificate until the holder surrenders such certificate, at which time such holder will be entitled to receive all previously withheld dividends and distributions, without interest.

     After the effective time, there will be no transfers on Tarpon’s stock transfer books of shares of Tarpon common stock issued and outstanding at the effective time. If certificates representing shares of Tarpon common stock are presented for transfer after the effective time, they will be returned to the presenter together with a form of letter of transmittal and exchange instructions.

     Neither First Busey nor the exchange agent will be liable to a holder of Tarpon common stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.

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     No fractional shares of First Busey common stock will be issued in respect to Tarpon common stock, and cash will be paid by First Busey in lieu of issuance of such fractional shares. The amount paid in lieu of fractional shares will be calculated by multiplying such fractional part of a share of First Busey common stock by the First Busey Share Price. No holder of Tarpon common stock who would otherwise have been entitled to a fractional share of First Busey common stock will be entitled to dividends, voting rights or any right as holder with respect to such fractional shares.

     Holders of Tarpon common stock will have the right to dissent from the merger agreement and receive, in lieu of the consideration provided for in the merger agreement, a cash payment equal to the fair value of their shares, all in conformity with Section 607.1301 through 1333 of the Florida Business Corporation Act. See “General Information-Dissenters’ Rights” on page 23.

The Merger Agreement

     The merger agreement has been included as Appendix A of this document to provide you with information regarding its terms. It is not intended to provide any other factual information about us. Such information can be found elsewhere in this proxy statement-prospectus and in the other public filings each of us makes with the Commission, which are available without charge at www.sec.gov.

Representations and Warranties

     The merger agreement contains representations and warranties we made to each other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that we have exchanged in connection with signing the merger agreement. While we do not believe that they contain information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached merger agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in important part by the underlying disclosure schedules. These disclosure schedules contain information that has been included in Tarpon’s general prior public disclosures, as well as potential additional non-public information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the agreement, which subsequent information may or may not be fully reflected in the companies’ public disclosures. Further, the representations and warranties made by the parties in the merger agreement will not survive the closing of the merger.

     It is a condition of the closing that each party’s representations and warranties in the merger agreement or in any related documents be true and correct as of the closing date, as though made on and as of the closing date, subject to conditions in the merger agreement. See “—Conditions to the Merger” below. As of the date of this proxy statement-prospectus, neither

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Tarpon, First Busey nor Acquisition Corp. have any knowledge that this condition will not be satisfied as of the closing date.

Business Pending the Merger and Other Covenants

     Tarpon has agreed to conduct its business in accordance with guidelines in the merger agreement.

     Tarpon has agreed that, pending the closing date, and without the prior written consent of First Busey, which will not be unreasonably withheld, Tarpon will and will cause Bank to:

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     Also, Tarpon will:

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     Tarpon will promptly notify First Busey and keep First Busey informed of all relevant details of all inquiries or proposals that it may receive about any proposed disposition of its business or assets, acquisition of its capital stock, or the merger of it or its subsidiaries with any entity other than as provided by the merger agreement.

     Tarpon may disclose to its shareholders a position contemplated by Rule 14e-2(a) under the Securities Exchange Act of 1934 relating to a tender offer for its common stock.

     Under the terms of the merger agreement, Tarpon will also:

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     Pending the closing date of the merger, the parties agree to and to cause their subsidiaries to conduct their businesses in the usual and ordinary course consistent in all material respects with prudent banking practices.

     The parties also agreed to use reasonable efforts in good faith to satisfy the conditions to closing and to consummate the merger as soon as practicable. The merger agreement provides that none of the parties will intentionally take or permit to be taken any action that would be in breach of the merger agreement or that would cause any representation and warranty to be or become untrue.

     During the term of the merger agreement, each party must immediately give detailed written notice to any other party of any facts or the occurrence or impending occurrence of any event that would cause any representation or warranty to be or become untrue as of the closing date.

     Tarpon has furnished First Busey with both real property and environmental documents. First Busey has neither notified Tarpon of any title defects in these documents, nor requested any additional environmental investigation within the requisite time periods in the merger agreement.

Conditions to the Merger

     The obligations of the parties under the merger agreement are subject to the satisfaction or waiver of the following conditions before or at closing, among others, that:

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     The obligations of First Busey and Acquisition Corp. under the merger agreement are also subject to the satisfaction or waiver of the following conditions that:

     As of the date of this proxy statement-prospectus, no party has any knowledge that any of the foregoing closing conditions will not be satisfied by closing. For purposes of the merger agreement, a material adverse effect means any material adverse effect on the business, assets, properties, results of operations, financial condition or, as can be reasonably foreseen, prospects of the party and its subsidiaries, taken as a whole, or on the consummation of the merger.

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Waiver and Amendment; Termination

     Before the effective time of the merger, by action of the Tarpon, First Busey and Acquisition Corp. boards:

provided that after Tarpon’s shareholder approve and adopt the merger agreement, there may not be any extension or waiver of any part of the merger agreement which reduces the amount or changes the form of merger consideration other than as contemplated by the merger agreement without additional Tarpon shareholder approval. Any agreement by a party to any extension or waiver must be in a written instrument signed on behalf of that party.

     The merger agreement may be terminated before the effective time of the merger:

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At the time of termination for one of the foregoing circumstances, First Busey will pay to Tarpon no later than three business days after receiving notice from Tarpon of all documented out-of-pocket expenses and fees incurred by Tarpon up to $750,000 in cash, provided that if the merger agreement is terminated by Tarpon due to a willful breach by First Busey, Tarpon may pursue remedies and may be entitled to recover amounts at law or in equity in addition to the foregoing expenses and fees without limitation;

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At the time of termination for one of the foregoing circumstances, Tarpon will pay to First Busey no later than three business days after receiving notice from First Busey of all documented out-of-pocket expenses and fees incurred by Tarpon up to $750,000 in cash, provided that if the merger agreement is terminated by First Busey due to a willful breach by Tarpon, First Busey may pursue remedies and may be entitled to recover amounts at law or in equity in addition to the foregoing fees and expenses without limitation; or

     The parties agree that the provisions in the merger agreement regarding termination fee and expenses constitute liquidated damages and do not constitute a penalty. If a party fails to promptly pay any other party any termination fee, the defaulting party will pay the costs and expenses in connection with any action, together with interest on the amount of any unpaid fee at the publicly announced prime rate published in the Midwest Edition of The Wall Street Journal from the date this fee was required to be paid.

     In the event of termination of the merger agreement by Tarpon or First Busey as described above, there will be no liability on the part of either of these parties or their officers or directors under the merger agreement, except that provisions regarding confidentiality in due diligence, title to real property, effect of termination and termination fee and expenses will survive the termination.

Interests of Certain Persons in the Merger

     Certain members of Tarpon’s management, including all of its directors, have interests in the merger in addition to the interests they may have as Tarpon’s shareholders generally. These interests are as follows:

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Management and Operations After the Merger

     From and after the effective time, the First Busey Board of Directors will consist of the then current directors of First Busey. Upon the consummation of the merger, the Bank will be a wholly owned subsidiary of First Busey.

     All current First Busey officers will continue to serve First Busey in accordance with the bylaws of First Busey after the effective time. All directors and officers of each of the subsidiaries of First Busey after the effective time will continue to serve in accordance with the terms of the bylaws of each such subsidiary.

Tarpon Employee Benefit and Incentive Plans

     At the effective time, each employee of Tarpon and the Bank will become eligible to participate in all employee benefit plans offered and maintained by First Busey on the same terms and conditions that First Busey and its subsidiaries make available to their officers and employees. The period of employment and compensation of each employee of Tarpon and the Bank before the effective time will be counted for all purposes under the First Busey benefit plans, including, without limitation, for purposes of service credit, eligibility and vesting.

Federal Income Tax Consequences

     Neither First Busey nor Tarpon has requested or will receive an advance ruling from the Internal Revenue Service as to the tax consequences of the merger. Crowe Chizek and Company LLC has delivered an opinion to Tarpon regarding the federal income tax consequences of the merger. In rendering its opinion, Crowe Chizek made certain assumptions, including the following: (1) that the merger will take place as described in the merger agreement, (2) that certain factual matters represented by First Busey and Tarpon are true and correct at the time of consummation of the merger, (3) that the merger will qualify as a statutory merger under the applicable laws of the State of Florida, and (4) that the merger will be reported by First Busey and Tarpon on their respective federal income tax returns in a manner consistent with such opinion.

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     Based on these assumptions, in the opinion of Crowe Chizek, the following will be the material federal income tax consequences of the merger:

     1. The merger will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

     2. No gain or loss will be recognized by First Busey or Tarpon in connection with the merger (except for income and deferred gain recognized pursuant to Treasury Regulations issued under Section 1502 of the Internal Revenue Code).

     3. No gain or loss will be recognized by Tarpon on the distribution of First Busey common stock to holders of Tarpon common stock.

     4. The exchange of Tarpon common stock for First Busey common stock will not give rise to gain or loss to shareholders of Tarpon common stock in the exchange (except to the extent of any cash or other property received by such holders).

     5. For cash received by Tarpon shareholders (other than cash received for fractional shares) in exchange for shares of Tarpon common stock, the gain, if any, realized by such shareholder on receipt of the First Busey common stock will be recognized, but not in an amount in excess of the cash received (other than fractional share payments). No loss will be recognized.

     6. The aggregate basis of First Busey common stock received by a Tarpon shareholder in exchange for Tarpon common stock will be the same as the aggregate basis of the Tarpon common stock that was exchanged therefor, decreased by the amount of cash received (other than cash received in lieu of fractional shares), and increased by any gain recognized on the exchange.

     In addition, Tarpon shareholders who receive cash either pursuant to a cash election, in connection with the exercise of dissenters’ rights or instead of fractional shares should be aware of the following consequences:

     Cash Election and Exercise of Dissenters’ Rights. With respect to a Tarpon shareholder who receives only cash in exchange for his or her shares of Tarpon common stock pursuant to a cash election or in connection with the exercise of dissenters’ rights under the Florida Business Corporation Act, the cash received will be treated as a distribution in redemption of the Tarpon common stock held by such shareholder, subject to the deemed dividend provisions of Section 302 of the Internal Revenue Code. If a shareholder has no further connection with Tarpon or First Busey after the transaction, the distribution would generally not be treated as a dividend. If the distribution is treated as a dividend, the shareholder will recognize ordinary income on the distribution. The distribution may be eligible for a reduced tax rate or qualified dividend income if the shareholder meets certain holding period requirements. If the distribution is not recharacterized as a dividend pursuant to Section 302, the shareholder will recognize gain or loss measured by the difference between the amount of cash received and the adjusted basis of the Tarpon common stock surrendered. Such gain or loss will be capital in

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nature if the Tarpon common stock was held by the shareholder as a capital asset pursuant to Section 1221 of the Internal Revenue Code.

     Cash Instead of Fractional Shares. The payment of cash to Tarpon’s shareholders instead of fractional shares of First Busey common stock will be treated for federal income tax purposes as if the fractional shares of First Busey stock were issued in the merger and then were redeemed by First Busey. Tarpon’s shareholders will, in general, recognize capital gain equal to the difference between the tax basis of the fractional share and the cash received.

     The discussion set forth above is based upon the opinion of Crowe Chizek and Company LLC, and applies only to Tarpon’s shareholders who hold Tarpon common stock as a capital asset. This discussion may not apply to special situations, such as Tarpon’s shareholders, if any, who received their Tarpon common stock upon exercise of employee stock options or otherwise as compensation and Tarpon’s shareholders that are insurance companies, securities dealers, financial institutions or foreign persons. It does not address the state, local or foreign tax aspects of the merger or any tax consequences of a subsequent transaction involving First Busey common stock, including any redemption or transfer of First Busey common stock. This discussion is based on currently existing provisions of the Internal Revenue Code, existing and proposed treasury regulations thereunder, and current administrative rulings and court decisions. All of the foregoing are subject to change and any such change could affect the continuing validity of this discussion. Each Tarpon shareholder should consult his own tax advisor with respect to the specific tax consequences of the merger, including the application and effect of state, local and foreign tax laws.

Accounting Treatment

     First Busey intends to treat the merger as a purchase by First Busey of Tarpon under generally accepted accounting principles. Under the purchase method of accounting, the assets and liabilities of the company not surviving a merger are, as of completion of the merger, recorded at their respective fair values and added to those of the surviving company. Financial statements of the surviving company issued after consummation of the merger reflect these values, but are not restated retroactively to reflect the historical financial position or results of operations of the company not surviving.

Expenses and Fees

     The merger agreement provides that each of the parties will bear and pay all costs and expenses incurred by it in connection with the transactions contemplated by the merger agreement, including filing, registration and application fees, printing and mailing fees and expenses, and fees and expenses of their respective accountants and counsel.

Resales of First Busey Common Stock

     The shares of First Busey common stock issued pursuant to the merger agreement will be freely transferable under the Securities Act, except for shares issued to any shareholder who may

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be deemed to be an “affiliate” (generally including, without limitation, directors, certain executive officers and beneficial owners of 10% or more of stock) of Tarpon for purposes of Rule 145 under the Securities Act as of the date of the special meeting. Affiliates may not sell their shares of First Busey common stock acquired in connection with the merger except pursuant to an effective registration statement under the Securities Act covering such shares or in compliance with Rule 145 promulgated under the Securities Act or another applicable exemption from the registration requirements of the Securities Act. First Busey may place restrictive legends on certificates representing First Busey common stock issued to all persons who are deemed “affiliates” of Tarpon under Rule 145. This proxy statement-prospectus does not cover resales of First Busey common stock received by any person who may be deemed to be an affiliate of Tarpon.

Supervision and Regulation of First Busey
and Tarpon

     First Busey, its subsidiary banks, and Tarpon and the Bank are subject to state and federal banking laws and regulations which impose specific requirements and restrictions on, and provide for general regulatory oversight with respect to, virtually all aspects of operations. These laws and regulations are generally intended to protect depositors, not shareholders. To the extent that the following summary describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. Any change in applicable laws or regulations may have a material effect on the business and prospects of First Busey and/or Tarpon.

     First Busey is a financial holding company subject to supervision and regulation by the Board of Governors of the Federal Reserve System (“Federal Reserve”) under the Bank Holding Company Act (“BHCA”), and by the Illinois Bank Holding Company Act (“IBHCA”). Tarpon is a bank holding company registered with the Federal Reserve under the BHCA. First Busey’s state-chartered bank is subject to regulation and examination primarily by the State of Illinois Office of Banks and Real Estate (“SIOBRE”) and, secondarily, by the Federal Deposit Insurance Corporation (“FDIC”). First Busey’s federally chartered capital stock savings association is subject to regulation and examination primarily by the Office of Thrift Supervision (“OTS”) and, secondarily, by the FDIC. Numerous other federal and state laws, as well as regulations promulgated by the Federal Reserve, SIOBRE, FDIC and OTS govern almost all aspects of the operations of the Banks. Various federal and state bodies regulate and supervise First Busey’s non-banking subsidiaries including its brokerage, investment advisory and insurance agency operations. These include, but are not limited to, SIOBRE, Federal Reserve, Securities and Exchange Commission, National Association of Securities Dealers, Inc., Illinois Department of Insurance, federal and state banking regulators and various state regulators of insurance and brokerage activities.

     The Bank is chartered under the National Banking Act. The Bank’s deposits are insured by the FDIC to the extent provided by law. The Bank is subject to comprehensive regulation, examination and supervision by the Comptroller of the Currency (“OCC”) to whom the Bank submits periodic reports regarding its financial condition and other matters. The Bank is also subject to other laws and regulations applicable to national banks. Such regulations include

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limitations on loans to a single borrower and to its directors, officers and employees; restrictions on the opening and closing of branch offices; the maintenance of required capital and liquidity ratios; the granting of credit under equal and fair conditions; and the disclosure of the costs and terms of such credit. The OCC has a broad range of powers to enforce regulations under its jurisdiction, and to take discretionary actions determined to be for the protection and safety and soundness of banks, including the institution of cease and desist orders and the removal of directors and officers. The OCC also has the authority to approve or disapprove mergers, consolidations, and similar corporate actions.

     Under the Gramm-Leach-Bliley Act (the “Act”), a bank holding company that elects to become a financial holding company may engage in any activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is: (1) financial in nature; (2) incidental to any such financial activity; or (3) complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally. This Act makes significant changes in U.S. banking law, principally by repealing certain restrictive provisions of the 1933 Glass-Steagall Act. The Act specifies certain activities that are deemed to be financial in nature, including lending, exchanging, transferring, investing for others, or safeguarding money or securities; underwriting and selling insurance; providing financial, investment, or economic advisory services; underwriting, dealing in, or making a market in, securities; and any activity currently permitted for bank holding companies by the Federal Reserve under Section 4(c)(8) of the BHCA. The Act does not authorize banks or their affiliates to engage in commercial activities that are not financial in nature as determined by the Federal Reserve. A bank holding company may elect to be treated as a financial holding company only if all depository institution subsidiaries of the holding company are well-capitalized, well-managed and have at least a satisfactory rating under the Community Reinvestment Act.

     In addition to the Act, there have been a number of legislative and regulatory proposals that would have an impact on bank/financial holding companies and their bank and non-bank subsidiaries. It is impossible to predict whether or in what form these proposals may be adopted in the future and if adopted, what their effect will be on First Busey or Tarpon.

     The Federal Reserve has issued a policy statement on the payment of cash dividends by financial holding companies. In the policy statement, the Federal Reserve expressed its view that a bank holding company experiencing weak earnings should not pay cash dividends in excess of its net income or which could only be funded in ways that would weaken its financial health, such as by borrowing. First Busey is also subject to certain contractual and regulatory capital restrictions that limit the amount of cash dividends that First Busey may pay. The Federal Reserve also may impose limitations on the payment of dividends as a condition to its approval of certain applications, including applications for approval of mergers and acquisitions.

     The primary sources of funds for First Busey’s payment of dividends to its shareholders are dividends and fees to First Busey from its banking and nonbanking affiliates. Various federal and state statutory provisions and regulations limit the amount of dividends that the subsidiary banks of First Busey may pay. Under provisions of the Illinois Banking Act (“IBA”), dividends may not be declared by banking subsidiaries except out of the bank’s net profit (as defined), and

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unless the bank has transferred to surplus at least one-tenth of its net profits since the date of the declaration of the last preceding dividend, until the amount of its surplus is at least equal to its capital.

     Dividends from Bank constitute the primary source of funds for dividends to be paid by Tarpon. There also are various statutory and contractual limitations on the ability of Bank to pay dividends, extend credit, or otherwise supply funds to Tarpon. As a national bank, Bank may not pay dividends from its paid-in surplus. All dividends must be paid out of undivided profits then on hand, after deducting expenses, including reserves for losses and bad debts. In addition, a national bank is prohibited from declaring a dividend on its shares of common stock until its surplus equals its stated capital, unless there has been transferred to surplus no less than one-tenth of the bank’s net profits of the preceding two consecutive half-year periods (in the case of an annual dividend). The approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. Florida law applicable to companies (including Tarpon) provides that dividends may be declared and paid only if, after giving it effect, (i) the company is able to pay its debts as they become due in the usual course of business, and (ii) the company’s total assets would be greater than the sum of its total liabilities plus the amount that would be needed if the company were to be dissolved at the time of the dividend to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the dividend.

     Federal and state banking regulations applicable to First Busey, Tarpon and its banking subsidiaries require maintenance of minimum levels of capital, which limit the amounts available for payment of dividends.

     First Busey and Tarpon are required to comply with the capital adequacy standards established by the Federal Reserve, and their banking subsidiaries must comply with similar capital adequacy standards established by the OCC, OTS, FDIC, and SIOBRE, as applicable. There are two basic measures of capital adequacy for bank holding companies and their banking subsidiaries that have been promulgated by the Federal Reserve and the FDIC: a risk-based measure and a leverage measure. All applicable capital standards must be satisfied for a bank holding company or a bank to be considered in compliance.

     Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on the taking of brokered deposits, and certain other restrictions on its business. As described below, substantial additional restrictions can be imposed upon FDIC insured depository institutions that fail to meet applicable capital requirements.

     The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) establishes a system of prompt corrective action to resolve the problems of undercapitalized institutions. Under this system the federal banking regulators are required to rate supervised institutions on the basis of five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and to take certain mandatory supervisory actions, and are authorized to take other discretionary actions,

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with respect to institutions in the three undercapitalized categories, the severity of which will depend upon the capital category in which the institution is placed. Generally, subject to a narrow exception, FDICIA requires the banking regulator to appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category.

     Pursuant to FDICIA, the Federal Reserve, the FDIC, and the OTS have adopted regulations setting forth a five-tier scheme for measuring the capital adequacy of the financial institutions they supervise. Under the regulations, an institution would be placed in one of the following capital categories: (i) well capitalized (an institution that has a Total Capital ratio of at least 10%, a Tier 1 Capital ratio of at least 6% and a Tier 1 Leverage Ratio of at least 5%); (ii) adequately capitalized (an institution that has a Total Capital ratio of at least 8%, a Tier 1 Capital ratio of at least 4% and a Tier 1 Leverage Ratio of at least 4%); (iii) undercapitalized (an institution that has a Total Capital ratio of under 8%, a Tier 1 Capital ratio of under 4% or a Tier 1 Leverage Ratio of under 4%); (iv) significantly undercapitalized (an institution that has a Total Capital ratio of under 6%, a Tier 1 Capital ratio of under 3% or a Tier 1 Leverage Ratio of under 3%); and (v) critically undercapitalized (an institution whose tangible equity is not greater than 2% of total tangible assets). The regulations permit the appropriate federal banking regulator to downgrade an institution to the next lower category if the regulator determines (i) after notice and opportunity for hearing or response, that the institution is in an unsafe or unsound condition or (ii) that the institution has received (and not corrected) a less-than-satisfactory rating for any of the categories of asset quality, management, earnings or liquidity in its most recent examination. Supervisory actions by the appropriate federal banking regulator depend upon an institution’s classification within the five categories. First Busey’s management believes that First Busey and its significant bank subsidiaries have the requisite capital levels to qualify as well capitalized institutions under the FDICIA regulations.

     FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. A depository institution’s holding company must guarantee the capital plan, up to an amount equal to the lesser of 5% of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

     Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.

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     Federal law restricts the amount of voting stock of a bank holding company and a bank that a person may acquire without the prior approval of banking regulators. The overall effect of such laws is to make it more difficult to acquire a bank holding company and a bank by tender offer or similar means than it might be to acquire control of another type of corporation. Consequently, shareholders of First Busey and Tarpon may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies. Federal law also imposes restrictions on acquisitions of stock in a bank holding company and a state bank. Under the federal Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the Federal Reserve before acquiring control of any bank holding company (such as Tarpon) and the OCC before acquiring control of any national bank (such as the Bank). Upon receipt of such notice, the Federal Reserve or the OCC, as the case may be, may approve or disapprove the acquisition. The Change in Bank Control Act creates a rebuttable presumption of control if a member or group acquires a certain percentage or more of a bank holding company’s or state bank’s voting stock, or if one or more other control factors set forth in the Act are present.

     The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 provides for nationwide interstate banking and branching. Under the law, interstate acquisitions of banks or bank holding companies in any state by bank holding companies in any other state are permissible subject to certain limitations. Florida also has a law that allows out-of-state bank holding companies (located in states that allow Florida bank holding companies to acquire banks and bank holding companies in that state) to acquire Florida banks and Florida bank holding companies. The law essentially provides for out-of-state entry by acquisition only (and not by interstate branching) and requires the acquired Florida bank to have been in existence for at least three years. Interstate branching and consolidation of existing bank subsidiaries in different states is permissible. A Florida bank also may establish, maintain, and operate one or more branches in a state other than Florida pursuant to an interstate merger transaction in which the Florida bank is the resulting bank. An interstate merger transaction resulting in the acquisition by an out-of-state bank of a Florida bank is not permitted unless the Florida bank has been in existence and continuously operating, on the date of the acquisition, for more than three years.

Effect of Merger on Rights of Shareholders

     Upon consummation of the merger, holders of Tarpon common stock will become holders of First Busey common stock and the rights of former Tarpon shareholders will be governed by First Busey’s Articles of Incorporation, Bylaws and Nevada General Corporation Law (the “Nevada Act”).

     Shareholders should note the following summary of certain material provisions of, and the material differences between, the Nevada Act and the Florida Business Corporation Act (the “FBCA”) as they affect the rights of shareholders of Tarpon. The following comparison of the Nevada Act and First Busey’s Articles of Incorporation and Bylaws, on the one hand, and the FBCA and Tarpon’s Articles of Incorporation and Bylaws, on the other, is not intended to be complete and is qualified in its entirety by reference to First Busey’s Articles of Incorporation and Bylaws and Tarpon’s Articles of Incorporation and Bylaws. Copies of the First Busey Articles of Incorporation and Bylaws are available for inspection at the offices of First Busey

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and copies will be sent to the holders of Tarpon common stock upon request. Copies of Tarpon’s Articles of Incorporation and Bylaws are available for inspection at the offices of Tarpon and copies will be sent to the holders of Tarpon common stock upon request.

Distributions to Shareholders

     Under the Nevada Act and the FBCA, a corporation may make distributions to shareholders as long as, after giving effect to such distribution, the corporation will be able to pay its debts as they become due in the usual course of business and the corporation’s total assets will not be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

Dissenters’ Rights

     A stockholder of a Nevada corporation, with certain exceptions, has the right to dissent from, and obtain payment for the fair value of his shares in the event of (1) a merger or consolidation to which the corporation is a party, (2) consummation of a plan of exchange to which the corporation is a party as the corporation whose shares will be acquired, if the stockholder is entitled to vote on the plan, and (3) any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or non-voting stockholders are entitled to dissent and obtain payment for their shares. The Nevada Act provides that unless the articles of incorporation of the corporation issuing shares provide otherwise (which First Busey’s Articles of Incorporation do not), a stockholder does not have dissenters’ rights with respect to a plan of merger or share exchange if the shares held by the stockholder are either listed on a national securities exchange, or included in the national market system by the National Association of Securities Dealers, Inc., or held of record by 2,000 or more stockholders and shareholders are permitted by the terms of the plan of merger or share exchange to accept in the exchange for their shares:

     A stockholder of record of a Nevada corporation may dissent as to less than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters’ rights. In such event, the stockholder’s rights will be determined as if the shares to which he dissents and his other shares were registered in the names of different stockholders.

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     The FBCA provides dissenters’ rights in connection with (i) a merger or share exchange, except that such rights are not provided when (a) no vote of the shareholders is required for the merger or (b) shares of the corporation are listed on a national securities exchange, traded on Nasdaq, or held of record by at least 2,000 shareholders (and the outstanding shares of such class or series has a market value of at least $10 million held by unaffiliated shareholders); (ii) a sale of substantially all the assets of a corporation; (iii) amendments to the articles of incorporation that may adversely affect the rights or preferences of shareholders; and (iv) a “Control Share Acquisition” (as described below).

     While dissenters’ rights provisions under the Nevada Act and the FBCA are essentially similar, situations could theoretically arise in which dissenters’ rights, which would be available under the FBCA, are not available under the Nevada Act. For a description of the procedures to perfect dissenters’ rights under the FBCA, see “General Information–Dissenters’ Rights” on page 23.

State Takeover Laws

     First Busey may be subject to the provisions of Nevada’s anti-takeover laws known respectively as the “Combination with Interested Stockholders Statute” and the “Control Share Acquisition Statute.”

     The Combination with Interested Stockholders Statute prevents “interested stockholders” and an applicable Nevada corporation from entering into a “combination” unless certain conditions are met. A combination means any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation; (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or (iii) representing 10% or more of the earning power or net income of the corporation. An “interested stockholder” means the beneficial owner of 10% or more of the voting shares of a corporation, or an affiliate or associate thereof. A corporation may not engage in a “combination” within three years after the interested stockholder acquires his shares unless the combination or purchase is approved by the board of directors or a majority of the voting power held by disinterested stockholders, or outside three years after the interested shareholder acquires his shares if the consideration to be paid by the interested stockholder is at least equal to the highest of: (i) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher, (ii) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher, or (iii) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.

     The Control Share Acquisition Statute prohibits an acquiror, under certain circumstances, from voting shares of a target corporation’s stock after crossing certain threshold ownership percentages, unless the acquiror obtains the approval of the target corporation’s stockholders. The Control Share Acquisition Statute specifies three thresholds: one-fifth or more but less than

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one-third, one-third or more but less than a majority and a majority or more, of the voting power of the corporation in the election of directors. Once an acquiror crosses one of the above thresholds, those shares acquired in such offer or acquisition and those shares acquired within the preceding ninety days become Control Shares and such Control Shares are deprived of the right to vote until disinterested stockholders restore the right. The Control Shares Acquisition Statute also provides that in the event Control Shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the Control Shares are entitled to demand payment for the fair value of their shares. The board of directors is to notify the stockholders after such an event has occurred that they have the right to receive the fair value of their shares in accordance with statutory procedures established generally for dissenters’ rights. The Control Share Acquisition Statute currently does not apply to First Busey because First Busey does not have 100 or more stockholders who are residents of the State of Nevada.

     Section 607.0901 of the FBCA, informally known as the “Fair Price Statute,” provides that the approval of the holders of two-thirds of the voting shares of a company, other than the shares owned by an Interested Shareholder (as hereinafter defined) would be required in order to effectuate certain transactions, including without limitation a merger, sale of assets, sale of shares and reclassification of securities involving a corporation and an Interested Shareholder (and “Affiliated Transaction”). An “Interested Shareholder” is defined under the FBCA as beneficial owner of more than 10% of the voting shares outstanding. The foregoing special voting requirement is in addition to the vote required by any other provision of the FBCA or a corporation’s articles of incorporation.

     The special voting requirement does not apply in any of the following circumstances: (i) the Affiliated Transaction is approved by a majority of the corporation’s disinterested directors; (ii) the Interested Shareholder has beneficially owned 80% of the corporation’s voting shares for five years; (iii) the corporation has not had more than 300 shareholders of record at any time during the previous three years; (iv) the Interested Shareholder beneficially owns 90% of the corporation’s voting shares; or (v) all of the following conditions are met: (A) the cash and fair value of other consideration to be paid per share to all holders of voting shares equals the highest per share price calculated pursuant to various methods set forth in Section 607.0901 of the FBCA, (B) the consideration to be paid in the Affiliated Transaction is in cash or in the same form as previously paid by the Interested Shareholder, and (C) during the portion of the three years preceding the announcement date that the Interested Shareholder has been an Interested Shareholder, except as approved by a majority of the disinterested directors, there shall have been no default in payment of preferred stock dividends, no decrease in common stock dividends, no increase in the voting shares owned by the Interested Shareholder, and no benefit to the Interested Shareholder from loans, guaranties or other financial assistance or tax advantages provided by the corporation.

     A corporation may “opt out” of the provisions of Section 607.0901 by electing to do so in its original articles of incorporation or by adopting an amendment to its articles of incorporation or bylaws opting out and having such amendment approved by the holders of a majority of the voting shares not held by the Interested Shareholder, its affiliates or associates. The amendment will not be effective until 18 months after such vote, and will not apply to any Affiliated

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Transaction with someone who is an Interested Shareholder on or prior to the effective date of the amendment. Tarpon has not opted out of the provisions of Section 607.0901.

     A person who inadvertently becomes an Interested Shareholder (for example, as a result of a corporation’s repurchase of some of its shares) may promptly divest himself of enough stock to fall below the 10% threshold so that no special vote would apply to a transaction with that shareholder, so long as such person has not otherwise been an Interested Shareholder within the five years preceding the first public announcement of the transaction.

     Section 607.0902 of the FBCA, informally known as the “Florida Acquisition Statute,” provides that the voting rights to be accorded Control Shares (as defined below) of a Florida corporation that has (i) 100 or more shareholders, (ii) its principal place of business, its principal office, or substantial assets in Florida, and (iii) either (A) more than 10% of its shareholders residing in Florida, (B) more than 10% of its shares owned by Florida residents, or (C) 1,000 shareholders residing in Florida, must be approved by a majority of each class of voting securities of the corporation, excluding those shares held by interested persons, before the Control Shares will be granted any voting rights.

     “Control Shares” are defined in the FBCA to be shares acquired in a Control Share Acquisition (as defined below) that, when added to all other shares of the issuing corporation owned by such person, would entitle such person to exercise, either directly or indirectly, voting power within any of the following ranges: (a) 20% or more but less than 33-1/3% of all voting power of the corporation’s voting securities, (b) 33-1/3% or more but less than a majority of all voting power of the corporation’s voting securities, or (c) a majority or more of all of the voting power or the corporation’s voting securities. A “Control Share Acquisition” is defined in the FBCA as an acquisition, either directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, outstanding Control Shares. Section 607.0902 also states that, if provided in the articles of incorporation or bylaws of a corporation prior to their acquisition, Control Shares may be redeemed by the corporation for fair value in certain circumstances. Finally, unless otherwise provided in a corporation’s articles of incorporation or bylaws prior to a Control Share Acquisition, in the event Control Shares are accorded full voting rights and the acquiring person has acquired Control Shares with a majority or more of all voting power, all shareholders shall have dissenters’ rights.

     Section 607.0902 further provides that, in certain circumstances, an acquisition of shares that otherwise would be governed by its provisions does not constitute a Control Share Acquisition. Among such circumstances are acquisitions of shares approved by the corporation’s board of directors and mergers effected in compliance with the applicable provisions of the FBCA, if the corporation is a party to the agreement of merger.

Limitation on Director’s Liability

     The Nevada Act allows a corporation to provide in its articles of incorporation that a director or officer will not be personally liable for monetary damages to the corporation or its stockholders for breach of fiduciary duty as a director or officer, except that such provision must not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve

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intentional misconduct, fraud or a knowing violation of the law; or (ii) the payment of distributions to stockholders. The Articles of Incorporation of First Busey limit a director’s and officer’s liability to the events specified in the Nevada Act.

     The FBCA provides that a director of a corporation will not be personally liable for monetary damages for breach of his fiduciary duty as a director, unless the director’s breach of duty involves: (i) a violation of the criminal law; (ii) a transaction from which the director derived an improper personal benefit; (iii) an unlawful payment of a dividend or unlawful stock repurchase or redemption; (iv) in a derivative proceeding or one by or in the right of a shareholder, conscious disregard for the best interest of the corporation or willful misconduct; or (v) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission that was committed in bad faith, with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property. Consequently, situations may arise in which an existing Tarpon shareholder, following the merger, would have less ability to bring an action against an officer or director of First Busey.

Calling a Special Meeting of Shareholders

     The FBCA provides that a special meeting of shareholders can be called by (i) a corporation’s board of directors; (ii) the persons authorized by the articles of incorporation or bylaws; or (iii) the holders of not less than 10% of all votes entitled to be cast on any issue to be considered at the proposed special meeting. A corporation’s articles of incorporation can require a higher percentage of votes, up to a maximum of 50%, to call a special meeting of shareholders. Tarpon’s Bylaws provide that special meetings of shareholders shall be held only when called by the Chairman of the Board, the President, the Board of Directors or by the holders of not less than one–third of all the votes entitled to cast on any issue proposed to be considered at the special meeting.

     The Nevada Act contains no similar provision for the calling of a special meeting of stockholders. First Busey’s Bylaws provide that special meetings of shareholders may be called by the Chairman of the Board or President at the request in writing by a majority of the Board of Directors or at the request in writing of stockholders owning 50% of the entire stock of the corporation issued and outstanding and entitled to vote.

Amendments to Bylaws

     The Nevada Act permits the directors of a Nevada corporation to amend the bylaws of the corporation, subject to the bylaws, if any, adopted by the stockholders. First Busey’s Bylaws provide that the Board of Directors has the power to make, alter, amend or repeal its Bylaws, subject to the power of the stockholders to alter or repeal the Bylaws. Under the FBCA, a corporation’s board of directors may amend or repeal the bylaws unless such power is expressly reserved to the shareholders in the articles of incorporation or the FBCA or the shareholders expressly provide, in amending or repealing all or any part of the bylaws, that the board of directors may not amend or repeal the affected bylaws.

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Amendment to Articles of Incorporation

     Under the Nevada Act, the board of directors must adopt a resolution setting forth any proposed amendment to the articles of incorporation and declaring its advisability, and must call a meeting of the stockholders entitled to vote for the consideration thereof. A majority of the stockholders entitled to vote must approve the amendment. If any proposed amendment would alter any preference or any right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment, regardless of limitations or restrictions on the voting power thereof.

     Under the FBCA, unless the articles of incorporation provide otherwise, the board of directors of a corporation may, without shareholder action, adopt certain amendments to the articles of incorporation, including, but not limited to, amendments (i) to delete the names and addresses of the initial directors; (ii) to delete the name and address of the initial registered agent or registered office, if a statement of change is filed with the Florida Department of State; (iii) to delete the authorization for a class or series of shares authorized in the articles if no shares of such series or class are issued; (iv) to change the par value for a class or series of shares; (v) to make certain changes to the corporation’s name; or (vi) to make any other change expressly permitted by the FBCA to be made without shareholder approval. All other amendments to the articles of incorporation of a Florida corporation must be approved by the majority of all the votes entitled to be cast by that voting group, unless the articles require a greater or lesser vote. Tarpon’s Articles of Incorporation may be amended or repealed in the manner prescribed by the FBCA.

Merger with Subsidiary

     The Nevada Act permits a parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation to merge the subsidiary into itself without the approval of the stockholders of such parent corporation. The FBCA permits the merger of a subsidiary into its parent without shareholder approval if 80% of each class of stock of the subsidiary is owned by the parent corporation.

Indemnification

     Under the Nevada Act and the FBCA, a corporation may generally indemnify its officers, directors, employees and agents against expenses incurred in any proceeding (other than derivative actions), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in derivative actions, except that indemnification may be made only for (i) expenses and certain amounts paid in settlement and (ii) in the event the person seeking indemnification has been adjudicated liable, amounts are deemed proper, fair and reasonable by the appropriate court upon application thereto. The Nevada Act and the FBCA both provide that to the extent such persons have been successful in the defense of any proceeding, they must be indemnified by the corporation against expenses. Both the Nevada Act and the FBCA also provide that it a

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corporation does not so indemnify such persons, they may seek, and a court may order, indemnification under certain circumstances even if the board of directors or stockholders of the corporation have determined that the persons are not entitled to indemnification.

     In addition, under both the Nevada Act and the FBCA, expenses incurred by an officer or director in connection with a proceeding may be paid by the corporation in advance of the final disposition, upon receipt of an undertaking by such director or officer to repay such amount if such director or officer is ultimately found not to be entitled to indemnification by the corporation.

     The Articles of Incorporation of First Busey and the Bylaws of Tarpon provide that directors and officers and former directors and officers will be indemnified to the fullest extent permitted by law.

Derivative Actions

     Under the Nevada Rules of Civil Procedure (the “Nevada Rules”) and the FBCA, a person may not bring a derivative action unless the person was a stockholder of the corporation at the time of the challenged transaction or unless the person acquired the shares by operation of law from a person who was a stockholder at such time. Both the Nevada Rules and the FBCA provide that a complaint in a derivative proceeding must be verified and must allege with particularity the efforts, if any, made by the plaintiff to obtain the desired action, and the reasons for his failure to obtain the action he desires.

     The Nevada Rules also provide that a derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of stockholders. The FBCA provides that a court may dismiss a derivative proceeding if it determines that any of the following groups made a determination in good faith after conducting a reasonable investigation, that the maintenance of the derivative suit is not in the best interests of the corporation: (i) a majority vote of independent directors present at a meeting of the board of directors, if the independent directors constitute a quorum; (ii) a majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or (iii) a panel of one or more independent persons appointed by the court upon motion by the corporation. Under both the Nevada Rules and the FBCA, an action will not be dismissed, compromised or settled without court approval.

     The FBCA provides further that, upon termination of the proceeding, a court may require the plaintiff to pay the defendant’s reasonable expenses (including attorneys’ fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause. Further, the FBCA permits a court to award reasonable expenses for maintaining the proceeding (including attorneys’ fees) to a successful plaintiff or to the person commencing the proceeding who receives any relief, whether by judgment, compromise or settlement.

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Stockholder Inspection of Books and Records

     Under the Nevada Act a stockholder who has been a stockholder of record of a Nevada corporation for at least six months preceding his demand or who owns 5% or more of the issued and outstanding shares of stock of the corporation (or who has been authorized in writing by such holders) is entitled to inspect and copy a list of the names of the corporation’s stockholders during regular business hours if the stockholder gives at least five business days’ prior written demand to the corporation. A stockholder of a Nevada corporation must hold, or be authorized by the holders of, 15% of the outstanding shares in order to review the books and records of the corporation. The Nevada Act provides further that a corporation may deny any demand for inspection if the stockholder refuses to furnish the corporation an affidavit that such inspection is not desired for a purpose not related to his interest in the corporation as a stockholder.

     The FBCA provides that a shareholder is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the general corporate records if the shareholder gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy. A shareholder acting in good faith and with a proper purpose is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, accounting records of the corporation if the shareholder gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy. Consequently, unless a Tarpon shareholder will, following the merger, own 15% or greater of the issued and outstanding shares of First Busey common stock, such shareholder will have more limited rights of inspection under the Nevada Act than such shareholder had as a Tarpon shareholder.

Quorum for Stockholder Meetings

     Under the Nevada Act, unless otherwise provided in a corporation’s articles of incorporation or bylaws, a majority of shares entitled to vote on a matter constitutes a quorum at a meeting of stockholders. Similarly, under the FBCA, majority of shares entitled to vote constitutes a quorum unless the corporation’s articles of incorporation provide otherwise. Under the Nevada Act, the articles of incorporation or bylaws may provide for a greater or lesser quorum requirement. The FBCA provides that the articles of incorporation may increase or decrease the quorum requirement, except that the quorum may not be less than one-third of the shares entitled to vote.

     The Bylaws of both First Busey and Tarpon provide that the presence in person or by proxy of a majority of the shares entitled to vote will constitute a quorum.

Board Vacancies

     Both the Nevada Act and FBCA provide that a vacancy on the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors, unless the articles of incorporation provide otherwise. The FBCA also provides that a vacancy on the board of directors may be filled by the affirmative vote of a majority of the shareholders.

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     First Busey’s Articles of Incorporation provides that vacancies created by newly created directorships will be filled by a majority of directors then in office, provided that a quorum is present. All other vacancies will be filled by a majority of directors then in office, even if less than a quorum.

     Tarpon’s Bylaws provide that all vacancies will be filled by a majority vote of directors then in office (though less than a quorum) and any such directors will hold office until the next election of directors by shareholders.

Removal of Directors

     Under the Nevada Act, any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power unless the articles of incorporation require the concurrence of a lesser percentage of the stock entitled to voting power in order to remove a director.

     Under the FBCA, shareholders may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only for cause, at a meeting of the shareholders called expressly for that purpose. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove such director.

Classified Board of Directors

     The Nevada Act provides that a corporation’s board of directors may be divided into various classes with staggered terms of office. The Bylaws of Tarpon (but not First Busey) provide that the Board of Directors of Tarpon shall be divided into three classes of directors, as nearly equal in number as reasonably possible. One class of directors may be elected each year for a three-year term.

     Classification of directors may have the effect of making it more difficult for stockholders to change the composition of a corporation’s board of directors. At least two annual meetings of stockholders, instead of one, will generally be required to effect a change in the majority of the board of directors. Such a delay may help ensure that current directors, if confronted by a stockholder attempting to force a proxy contest, a tender or exchange offer or other extraordinary corporate transaction, would have sufficient time to review the proposal as well as any available alternatives to the proposal and to act in what they believe to be the best interests of the stockholders.

     Classification provisions could also have the effect of discouraging a third party from initiating a proxy contest, making a tender offer or otherwise attempting to obtain control of a corporation, even though such a transaction could be beneficial to the corporation and its stockholders. The classification of a board of directors might also increase the likelihood that incumbent directors will retain their positions.

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Number of Directors

     Tarpon’s Articles of Incorporation provide that the number of directors shall be nine persons. First Busey’s Bylaws provide that the number of directors shall not be less than five nor more than twenty persons.

Loans to and Guarantees of Obligations of Officers and Employees

     Under the FBCA, a loan to, guarantee of an obligation of, or other assistance to an officer, director, or employee of the corporation, requires the determination of the board of directors of the corporation that the loan, guarantee or assistance may reasonably be expected to benefit the corporation. The Nevada Act contains no comparable provision, although it provides that directors exercising their powers may consider, among other things, the interests of the employees and the long-term as well as the short-term interests of the corporation and its stockholders. Consequently, an existing Tarpon shareholder may, following the merger, have less ability to challenge any such loans as a First Busey stockholder.

     Under the FBCA, any contract or transaction (including a loan or guarantee) between the corporation and any of its directors, or between the corporation and any other organization in which the corporation’s directors are also directors of officers, or have a financial interest, is voidable unless approved by a majority of the disinterested directors or the shareholders after the fact of such relationship is disclosed to such directors or shareholders, or unless the transaction is fair to the corporation at the time it is approved. The Nevada Act has a similar requirement except that such transactions may be approved by the majority vote of stockholders holding a majority of the voting power, and such transactions are also permissible if the fact of the common directorship, office or financial interest is not disclosed or known to the director or officer when the transaction is brought before the board for action. Consequently, transactions including interested persons may be more difficult to challenge as shareholder of First Busey than as a shareholder of Tarpon.

Certain Information Concerning Tarpon

     General. Tarpon is a registered bank holding company under the BHCA, and owns 100% of the outstanding capital stock of the Bank. Tarpon serves as a mechanism to enhance the Bank’s ability to serve its customers’ requirements for financial services. The holding company structure provides flexibility for the provision of additional banking-related services, which the traditional commercial bank may not provide under present laws.

     The Bank is full service commercial bank, without trust powers. The Bank offers a full range of interest bearing and non-interest bearing accounts, including commercial and retail checking accounts, negotiable order of withdrawal (“NOW”) accounts, public funds accounts, money market accounts, individual retirement accounts, regular interest bearing statement savings accounts, certificates of deposit, daily repurchase agreements, business accounts (offering account analysis on all commercial relationships), commercial loans, real estate loans and consumer loans. In addition, the Bank provides such consumer services as notary services,

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photocopying, signature guarantees, incoming and outgoing collections, travelers checks, U.S. Bonds, cashiers checks, wire transfer services, coupon collection, foreign exchange, utility bill payments and credit references. Moreover, safe deposit boxes, custodial services, ACH processing and account reconciliation, overdraft checking, commercial account analysis, night depository service, courier service and automatic teller services are available.

     Market Area and Competition. The Southwest Florida area has experienced considerable growth over the past decade. Competition among financial institutions in the Bank’s market areas is intense, with other financial institutions having far greater financial resources than those available to Tarpon.

     The primary service area for the Bank encompasses the Punta Gorda Municipal Statistical Area, including the community of Port Charlotte in Charlotte County, the City of North Port in Sarasota County and the community of Englewood representing both Charlotte and Sarasota Counties. Most of the banking offices in the Bank’s market area are branches of or are affiliated with major holding companies in North Carolina, Georgia, Alabama and other areas of Florida and the nation.

     The Bank competes with existing area financial institutions other than commercial banks and savings and loan associations, including insurance companies, consumer finance companies, brokerage houses, credit unions and other business entities that have recently been expanding to serve the traditional banking markets. Due to the rapid growth of Southwest Florida, it is anticipated that additional competition will continue from new entrants to the market.

     Loan Portfolio. The Bank engages in a full complement of lending activities, including commercial, consumer/installment and real estate loans.

     Tarpon’s commercial lending is directed principally towards businesses whose demands for funds fall within the Bank’s legal lending limit and are potential deposit customers. This category of loans includes loans made to individual, partnership or corporate borrowers, and obtained for a variety of business purposes. Particular emphasis is placed on loans to small and medium-sized businesses. A majority of the commercial loans are secured by real estate mortgages. Tarpon’s real estate loans consist of residential and commercial first mortgage loans, second mortgage financing and construction loans.

     Tarpon’s consumer loans consist primarily of installment loans to individuals for personal, family and household purposes, including automobile loans to individuals and pre-approved lines of credit. This category of loans also includes loans secured by second mortgages on the residences of borrowers for a variety of purposes including home improvements, education and other personal expenditures.

     Investments. Tarpon invests primarily in obligations of the United States or obligations guaranteed as to principal and interest by the United States and other taxable securities. The Bank enters into Federal Funds transactions with its principal correspondent banks, and primarily acts as a net seller of such funds. The sale of Federal Funds amounts to a short-term loan from the Bank to other banks.

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     Deposits. The Banks offer a full range of interest bearing and non-interest bearing accounts, including commercial and retail checking accounts, NOW accounts, public funds accounts, money market accounts with limited transactions, individual retirement accounts, including Keogh plans with stated maturities, regular interest bearing statement savings accounts and certificates of deposit with fixed and variable rates and a range of maturity date options. The sources of deposits are residents, businesses and employees of businesses within the Bank’s market areas, obtained through the personal solicitation of the Bank’s officers and directors, direct mail solicitation and advertisements published in the local media. The Bank pays competitive interest rates on time and savings deposits. In addition, the Bank has implemented a service charge fee schedule competitive with other financial institutions in the Bank’s market areas, covering such matters as maintenance fees on checking accounts, per item processing fees on checking accounts and returned check charges.

Additional Information

     Information relating to executive compensation, various benefit plans, voting securities and the principal holders of voting securities, relationships and related transactions and other related matters as to Tarpon Coast is incorporated by reference or set forth in Tarpon’s Annual Report on Form 10-KSB for the year ended December 31, 2004, a copy of which is enclosed with this proxy statement-prospectus. See “Where You Can Find More Information.”

Other Matters

     The Board of Directors of Tarpon is not aware of any business to come before the special meeting other than those matters described above in this proxy statement-prospectus. If, however, any other matters not now known should properly come before the special meeting, the proxy holders named in the accompanying proxy will vote such proxy on such matters as determined by a majority of the Board of Directors of Tarpon.

Submission of Tarpon Shareholder Proposals for Special Meeting

     Tarpon has not yet scheduled its annual meeting of shareholders for 2005. If the merger agreement is terminated and the merger is not consummated, then Tarpon will schedule its 2005 annual meeting as soon as practicable after such termination. Shareholder proposals for consideration at such annual meeting must be submitted, in writing, to Tarpon within 30 days following the public announcement by Tarpon that the merger agreement has been terminated.

Experts

     The consolidated financial statements of First Busey as of December 31, 2004 and 2003 and for each of the three years ended December 31, 2004, December 31, 2003, and December 31, 2002, respectively, have been incorporated by reference in this proxy statement-prospectus, in reliance on the report of McGladrey & Pullen, LLP, an independent registered public accounting firm, given on the authority of that firm as experts in accounting and auditing.

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     The consolidated financial statements of Tarpon as of December 31, 2004 and 2003 and for each of the two years ended December 31, 2004 and December 31, 2003, have been incorporated by reference in this proxy statement-prospectus, in reliance on the report of Crowe Chizek and Company LLC, independent registered public accounting firm given on the authority of that firm as experts in accounting and auditing. The consolidated financial statements of Tarpon for the year ended December 31, 2002 have been incorporated by reference in this proxy statement-prospectus in reliance on the report of Hill, Barth & King LLC, independent accountants, given on the authority of that firm as experts in accounting and auditing.

Legal Matters

     The validity of the shares of First Busey common stock to be issued in connection with the merger will be passed upon for First Busey by Chapman and Cutler LLP, Chicago, Illinois.

Where You Can Find More Information

     First Busey and Tarpon file annual, quarterly and special reports, proxy statements and other information with the Commission. You may read and copy any reports, statements or other information that these companies file with the Commission at its public reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. These Commission filings are also available to the public from commercial document retrieval services and at the Internet worldwide web site maintained by the Commission at http://www.sec.gov.

     First Busey filed a Registration Statement on Form S-4 (the “Registration Statement”) to register with the Commission the First Busey common stock to be issued to Tarpon’s shareholders in the merger. This proxy statement-prospectus is a part of that Registration Statement and constitutes a prospectus of First Busey. As allowed by Commission rules, this proxy statement-prospectus does not contain all the information you can find in the Registration Statement.

Information Incorporated by Reference

     The Commission allows First Busey and Tarpon to “incorporate by reference” information into this proxy statement-prospectus, which means that the companies can disclose important information to you by referring you to another document filed separately with the Commission. The information incorporated by reference is considered part of this proxy statement-prospectus, except for any information superseded by information contained directly in this proxy statement-prospectus or in later filed documents incorporated by reference in this proxy statement-prospectus.

     This proxy statement-prospectus incorporates by reference the documents set forth below that First Busey has previously filed with the Commission. These documents contain important information about First Busey. Some of these filings have been amended by later filings, which are also listed.

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     This proxy statement-prospectus incorporates by reference the documents set forth below that Tarpon has previously filed with the Commission. These documents contain important information about Tarpon. Some of these filings have been amended by later filings, which are also listed.

     A copy of the foregoing Tarpon documents is enclosed with this proxy statement-prospectus.

     You may request a copy of these filings at no cost by writing or telephoning First Busey at the following address:

First Busey Corporation
201 West Main Street
Urbana, Illinois 61801
(217) 365-4513
Attn: Barbara J. Kuhl
President and Chief Operating Officer

     With respect to the offering of First Busey common stock, you should rely only on the information incorporated by reference or provided in this proxy statement-prospectus. First Busey has not authorized anyone else to provide you with different information. First Busey is not making an offer of the common stock in any state where the offer is not permitted. You should not assume that the information in this proxy statement-prospectus is accurate as of any

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date other than the date on the front of this proxy statement-prospectus. With respect to your consideration of the merger agreement, you may also review the selected financial data that Tarpon provides to its shareholders on an annual basis following the end of each calendar year.

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