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Filed pursuant to Rule 424(b)(5)
Registration No. 333-167214

PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 11, 2010)

FIRST BUSEY CORPORATION

12,718,635 Shares of Common Stock

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318.6225 Shares of Series B Convertible Cumulative Preferred Stock

7,497,000 Shares of Common Stock Underlying the Series B Convertible Cumulative Preferred Stock

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         We are offering 12,718,635 shares of our common stock, par value $0.001 per share (the "Common Stock") to certain institutional investors and 318.6225 shares of our Series B convertible cumulative preferred stock (the "Series B Preferred Stock") to certain institutional and individual investors to be sold in this offering. Each share of the Series B Preferred Stock has a liquidation amount of $100,000 and is subject to mandatory conversion into a certain number of shares of our Common Stock as described below. This prospectus supplement covers: (i) the 12,718,635 shares of our Common Stock being offered hereby; (ii) the 318.6225 shares of our Series B Preferred Stock being offered hereby; and (iii) the 7,497,000 shares of our Common Stock into which the Series B Preferred Stock is convertible (subject to the stockholder approval discussed below).

         We will pay annual dividends on each share of the Series B Preferred Stock at a rate of 9.00% on the liquidation amount of $100,000.00. Dividends will accrue and cumulate from the date of issuance and, to the extent that we are legally permitted to pay dividends by our regulators and our board of directors declares a dividend payable, we will pay dividends on the Series B Preferred Stock, in arrears, on March 15, June 15, September 15 and December 15 of each year.

         Upon the approval of our stockholders of the conversion terms pursuant to Nasdaq Listing Rules 5635(c) and 5635(d), shares of the Series B Preferred Stock are mandatorily convertible into shares of our Common Stock. We have agreed to hold a special meeting of our stockholders as soon as practicable, at which we will seek to obtain the requisite stockholder approval of the conversion terms. If we fail to obtain stockholder approval, we have agreed to take all necessary action to have the proposal voted upon at subsequent special or annual meetings of our stockholders to be held every three months thereafter until approved. On the third business day following such stockholder approval, each share of the Series B Preferred Stock will automatically convert into the right to receive: (i) a number of shares of our Common Stock equal to $100,000 divided by $4.25; and (ii) cash in an amount equal to any accrued and unpaid dividends, whether or not declared, on such share. Holders of shares of our Series B Preferred Stock otherwise entitled to receive fractional shares of our Common Stock upon conversion will receive cash in lieu of such fractional interest in an amount determined by multiplying such fraction by $4.25.

         Our Common Stock is listed on the Nasdaq Global Select Market under the symbol "BUSE." On December 27, 2010, the last reported sale price of our Common Stock on the Nasdaq Global Select Market was $4.41 per share. The Series B Preferred Stock is not currently listed on any established securities exchange or quotation system, and we do not intend to seek such listing.

         You should read carefully this prospectus supplement, the accompanying prospectus and our periodic and current reports and other information we file with the Securities and Exchange Commission before you invest. Investing in our Common Stock or Series B Preferred Stock involves a high degree of risk. See "RISK FACTORS" beginning on page S-14 of this prospectus supplement to read about factors you should consider before buying shares of the Series B Preferred Stock.

         None of the Securities and Exchange Commission, any state securities commission or any other governmental agency has approved or disapproved of these securities or determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. These securities are not deposits and are not insured or guaranteed by the FDIC or any other governmental agency.

         We expect delivery of the shares of our Common Stock and Series B Preferred Stock being offered pursuant to this prospectus supplement to be made to purchasers by no later than December 31, 2010.

         The date of this prospectus supplement is December 28, 2010.

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ABOUT THIS PROSPECTUS

        This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of our Common Stock and Series B Preferred Stock and certain other matters, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about us and the securities offered hereby. Generally, when we refer to the prospectus, we are referring to both parts of this document combined. To the extent the description of this offering in the prospectus supplement differs from the description in the accompanying prospectus or any document incorporated by reference filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement.

        We are offering to sell, and seeking offers to buy, shares of the Common Stock and Series B Preferred Stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the Common Stock or Series B Preferred Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Common Stock and Series B Preferred Stock and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Common Stock or Series B Preferred Stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

        You should read carefully both this prospectus supplement and the accompanying prospectus together with additional information described under the heading "WHERE YOU CAN FIND ADDITIONAL INFORMATION" before you invest. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it.

        You should not assume that the information in this prospectus supplement or the accompanying prospectus or any document incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since the date of such information.

        In this prospectus supplement, the terms "First Busey," "Company," "we," "us," and "our" refer to First Busey Corporation and its consolidated subsidiaries, collectively, unless the context requires otherwise. References in this prospectus to "Busey Bank" mean Busey Bank, an Illinois state bank with its main office in Champaign, Illinois. Busey Bank is our wholly-owned principal banking subsidiary.

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of invoking these safe harbor provisions. These statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words "may," "will," "should," "could," "would," "goal," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions. These forward-looking statements include statements relating to our projected growth, anticipated future financial performance, management's long-term performance goals, as well as statements relating to the anticipated effects on our results of operations and financial condition from expected developments or events, our business and growth strategies and any other statements that are not historical facts.

        These forward-looking statements are subject to significant risks, assumptions and uncertainties, and could be affected by many factors. Factors that could have a material adverse effect on our financial condition, results of operations and future prospects can be found in the "RISK FACTORS" section of this prospectus supplement, under Item 1A "RISK FACTORS" in our Annual Report on Form 10-K for the year ended December 31, 2009, Item 1A "RISK FACTORS" in our Quarterly Report on Form 10-Q for the period ended June 30, 2010 and elsewhere in our periodic and current reports filed with the Securities and Exchange Commission, or the SEC. These factors include, but are not limited to, the following:

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the effects of future economic, business and market conditions and changes, domestic and foreign, including seasonality;



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governmental monetary and fiscal policies;



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legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the extensive regulations to be promulgated thereunder), and changes in the scope and cost of Federal Deposit Insurance Corporation, or FDIC, insurance and other coverages;



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changes in accounting policies, rules and practices;



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the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and other interest sensitive assets and liabilities;



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the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates;



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changes in borrowers' credit risks and payment behaviors;



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changes in the availability and cost of credit and capital in the financial markets;



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changes in the prices, values and sales volumes of residential and commercial real estate;



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the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;



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the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions

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and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;

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changes in technology or products that may be more difficult, costly, or less effective than anticipated;



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the effects of war or other conflicts, acts of terrorism or other catastrophic events, including hurricanes, storms, droughts, tornados and flooding, that may affect general economic conditions, including agricultural production and demand and prices for agricultural goods and land used for agricultural purposes, generally and in our markets;



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the risk that our deferred tax assets could be reduced if estimates of future taxable income from our operations and tax planning strategies are less than currently estimated, and sales of our capital stock in this offering and/or other transfers of our capital stock could trigger a reduction in the amount of net operating loss carryforwards that we may be able to utilize for income tax purposes; and



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other factors and risks described under "RISK FACTORS" herein.

        Because of those risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, our past results of operations are not necessarily indicative of our future results.

        You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. We are not undertaking an obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under federal securities law. We qualify all of our forward-looking statements by these cautionary statements.

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PROSPECTUS SUPPLEMENT SUMMARY

        This summary highlights selected information about us and this offering and may not contain all of the information that is important to you. To understand the terms of the Common Stock and Series B Preferred Stock offered hereby, you should carefully read this prospectus supplement, the accompanying prospectus and the documents identified in the section "WHERE YOU CAN FIND MORE INFORMATION."

First Busey Corporation

        We are a $3.5 billion financial holding company headquartered in Champaign, Illinois. We conduct a broad range of financial services through our banking and nonbanking subsidiaries. Our principal banking subsidiary is Busey Bank, which has locations in Illinois, Florida and Indiana. We conduct the business of banking and related services through Busey Bank, fiduciary and wealth management services through Busey Wealth Management, Inc. and retail payment processing through FirsTech, Inc. On July 31, 2007, we completed a merger of equals transaction with Main Street Trust, Inc. In connection with that merger, in November 2007, we combined Main Street Bank & Trust, Main Street's banking subsidiary, with Busey Bank and we combined Main Street Bank & Trust's trust department with Busey Trust Company, a subsidiary of Busey Wealth Management. As of September 30, 2010, we had total assets of $3.5 billion, total deposits of $2.9 billion and total stockholders' equity of $336.6 million.

        Busey Bank, which was organized in 1868, is an Illinois state-chartered bank with its main office in Champaign, Illinois, and had total assets of $3.5 billion as of September 30, 2010. Busey Bank has 41 locations, including 33 in central and east-central Illinois, seven in southwest Florida and one in Indianapolis, Indiana. In August 2009, we merged our other banking subsidiary, Busey Bank, N.A., a national bank formed in 1999 with its main office in Fort Myers, Florida, that had total assets of $420.1 million as of June 30, 2009, with and into Busey Bank. Following the merger, Busey Bank continued operating the Florida locations formerly operated by Busey Bank, N.A.

        Busey Bank offers a full range of banking services, including commercial, agricultural and real estate loans, and retail banking services, including accepting customary types of demand and savings deposits, making individual, consumer, installment, first mortgage and second mortgage loans, offering money transfers, safe deposit services, IRA, Keogh and other fiduciary services, automated banking and automated fund transfers. Busey Bank's principal sources of income are interest and fees on loans and investments and service fees. Its principal expenses are interest paid on deposits, provisions for loan losses and general operating expenses. Busey Bank's primary markets are downstate Illinois, southwest Florida and central Indiana.

        Busey Wealth Management, which is headquartered in Champaign, Illinois, provides asset management, brokerage and fiduciary services to individuals, businesses and foundations. During our most recent quarter, it oversaw approximately $3.3 billion in cash, securities and other assets. For individuals, Busey Wealth Management provides financial planning, investment management, retirement planning, brokerage and trust and estate advisory services. For businesses, it provides investment management, business succession planning and employee retirement plan services. For foundations, it provides services such as investment management, investment strategy consulting and fiduciary services.

        FirsTech, which has offices in Decatur, Illinois and Clayton, Missouri, offers the following pay processing solutions: walk-in payments processing for payments delivered by customers to retail pay agents; online bill payment solutions for payments made by customers on a billing company's website; customer service payments for payments accepted over the telephone; direct debit services; electronic concentration of payments delivered by the Automated Clearing House network; money management software and credit card networks; and lockbox remittance processing of payments delivered by mail. FirsTech has over 3,500 agent locations in 32 states.

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        Our principal executive offices are located at 100 W. University Ave., Champaign, Illinois 61820, and our telephone number is (217) 365-4516.

        We maintain an Internet website at www.busey.com. Neither this website nor the information on this website is included or incorporated in, or is a part of, this prospectus supplement or the accompanying prospectus.

        Additional information about us is included in our filings with the SEC, which are incorporated by reference into this prospectus supplement. See "WHERE YOU CAN FIND ADDITIONAL INFORMATION" and "DOCUMENTS INCORPORATED BY REFERENCE" in this prospectus supplement.

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The Common Stock Offering

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The Series B Preferred Stock Offering

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SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA

        The following tables set forth summary selected consolidated financial data for us at and for each of the years in the five-year period ended December 31, 2009 and at and for the nine-month periods ended September 30, 2010 and 2009.

        The selected statement of operations data for the years ended December 31, 2009, 2008 and 2007, and the selected balance sheet data as of December 31, 2009 and 2008, have been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009, which is incorporated by reference in this prospectus supplement. The selected statement of operations data for the years ended December 31, 2006 and 2005 and the summary balance sheet data as of December 31, 2007, 2006 and 2005 have been derived from our audited financial statements that are not incorporated by reference in this prospectus supplement.

        The summary selected consolidated financial data at and for the nine months ended September 30, 2010 and 2009 have been derived from our unaudited interim financial statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, which is incorporated by reference in this prospectus supplement. In the opinion of our management, these financial statements reflect all necessary adjustments (consisting only of normal recurring adjustments) for a fair presentation of the data for those periods. Historical results are not necessarily indicative of future results and the results for the nine months ended September 30, 2010 are not necessarily indicative of our expected results for the full year ending December 31, 2010 or any other period.

        You should read the summary selected consolidated financial data presented below in conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and our financial statements and the notes to those financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, which are incorporated by reference in this prospectus supplement.

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Non-GAAP Financial Measures

        The measures entitled tangible common equity to tangible assets ratio and tangible common equity to risk-weighted assets ratio used in this prospectus supplement are not measures recognized under GAAP, and are therefore considered non-GAAP financial measures. The most comparable GAAP measures are those entitled total equity to total assets ratio. The following table illustrates the method of calculating these non-GAAP financial measures. Management uses the tangible common equity to tangible assets ratio and tangible common equity to risk-weighted assets ratio to assess the strength of our capital position. We believe that these non-GAAP financial measures provide meaningful information to assist investors in evaluating our financial strength and capitalization.

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RISK FACTORS

        You should carefully consider the risks described below before making an investment decision with respect to the Common Stock or Series B Preferred Stock. These risks and uncertainties and the risks included under Item 1A "RISK FACTORS" in our Annual Report on Form 10-K for the year ended December 31, 2009 and Item 1A "RISK FACTORS" in our Quarterly Report on Form 10-Q for the period ended June 30, 2010 are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our Common Stock or Series B Preferred Stock could decline substantially, and you could lose part or all of your investment.

Risks Related to the Offering of our Common Stock

The price of the Common Stock price can fluctuate.

        The volatility in the price of the Common Stock and the Nasdaq Global Select Market, where the Common Stock is listed, may make it difficult for you to resell your shares of Common Stock when you want and at prices you find attractive. Our stock price can fluctuate significantly in response to a variety of factors including, among other things:

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actual or anticipated variations in our quarterly results of operations;



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recommendations by securities analysts;



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operating and stock price performance of other companies that investors deem comparable to us;



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news reports relating to trends, concerns and other issues in the financial services industry, including the failures of other financial institutions in the current economic downturn;



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perceptions in the marketplace regarding us and/or our competitors;



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new technology used, or services offered, by competitors; and



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changes in government regulations.

        General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the price of our Common Stock to decrease regardless of our operating results as evidenced by the volatility and disruption of capital and credit markets in recent years.

The trading volume of the Common Stock is less than that of other larger financial services companies.

        Although our Common Stock is traded on the Nasdaq Global Select Market, the trading volume of our Common Stock is less than that of other larger financial services companies. For the public trading market for our Common Stock to have the desired characteristics of depth, liquidity and orderliness requires the presence in the marketplace of willing buyers and sellers of our Common Stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower trading volume of our Common Stock, significant sales of our Common Stock, or the expectation of these sales, could cause the stock price of our Common Stock to fall more than would otherwise be expected if the trading volume of our Common Stock were commensurate with the trading volumes of the common stock of other financial services companies.

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Our ability to pay dividends is limited and we may be unable to pay future dividends.

        Our ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient consolidated capital. Most of our revenues available for the payment of dividends derive from amounts paid to us by Busey Bank. The ability of Busey Bank to pay dividends to us is limited by its obligation to maintain sufficient capital and by other general restrictions on dividends that are applicable to Busey Bank, including the requirement under the Illinois Bank Act that it may not pay dividends in excess of its accumulated net profits. If these regulatory requirements are not met, Busey Bank will not be able to pay dividends to us, and we may be unable to pay dividends on our Common Stock or preferred stock (including the Series B Preferred Stock offered pursuant to this prospectus supplement).

        In addition, as a bank holding company, our ability to declare and pay dividends to our stockholders is subject to the guidelines of the Board of Governors of the Federal Reserve (the "Federal Reserve") regarding capital adequacy and dividends. The Federal Reserve guidelines generally require us to review the effects of the cash payment of dividends on our Common Stock and other Tier 1 capital instruments (i.e., perpetual preferred stock and trust preferred debt) on our financial condition. The guidelines also require that we review our net income for the current and past four quarters, and the level of dividends on our Common Stock and other Tier 1 capital instruments for those periods, as well as our projected rate of earnings retention. In addition, as a matter of policy, the Federal Reserve has indicated that bank holding companies should not pay dividends on common stock (or make distributions on trust preferred securities) using funds from the TARP Capital Purchase Program.

        As a result of our participation in the TARP Capital Purchase Program, we may not increase the dividends payable on our Common Stock beyond the $0.20 per share quarterly dividend that we had most recently declared prior to the date of the U.S. Treasury's investment without the consent of the U.S. Treasury, unless all of the equity securities held by the U.S. Treasury are redeemed or the U.S. Treasury has transferred them to third parties. Also, all accrued and unpaid dividends on the Series T Preferred Stock for all past dividend periods would have to be fully paid.

There may be future sales or other dilutions of our equity, which may adversely affect the market price of our Common Stock.

        Except as our authorized capital stock may be limited by our charter documents, we are not restricted from issuing additional Common Stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, our Common Stock. In connection with its purchase of shares of our Series T Preferred Stock, the U.S. Treasury received a warrant to purchase shares of our Common Stock at an initial per share exercise price of $13.07, subject to adjustment, which expires 10 years from the issuance date. The issuance of any additional shares of Common Stock as a result of exercise of the warrant held by the U.S. Treasury or the issuance of any other Common Stock or convertible securities could dilute the ownership interest of our existing common stockholders. Additionally, in this public offering, we are offering to sell $31,862,250 of Series B Preferred Stock, which, subject to stockholder approval, will be convertible into an aggregate number of 7,497,000 shares of our Common Stock determined by dividing $31,862,250 by $4.25. We have agreed to call a special meeting of stockholders as soon as practicable following the closing of this offering for the purpose of approving conversion of the Series B Preferred Stock and, if approval is not received at such meeting, to hold special or annual meetings (as the case may be) for that purpose every three months thereafter until stockholder approval is received. The conversion of the Series B Preferred Stock would dilute the ownership interest of our existing Common Stockholders as well as those purchasing shares of our Common Stock in this offering. The market price of our Common Stock could decline as a result of this offering, as well as other sales of a large block of shares of our Common Stock in the market after this offering, or the perception that such sales could occur.

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The holders of debt have rights that are senior to those of our stockholders.

        We currently have a $29.0 million senior credit facility with a correspondent lender, which consists of a $20.0 million line of credit, which matures on May 31, 2011, and a $9.0 million term loan that matures on June 1, 2011. As of the date of this prospectus, we have $4.0 million outstanding under the line of credit and $9.0 million outstanding under the term loan. The credit facility is secured by all of the capital stock of Busey Bank. In addition, we have $55.0 million in junior subordinated debentures outstanding that were issued to statutory trusts. The trusts purchased the junior subordinated debentures from us using the proceeds from the sale of trust preferred securities to third party investors. Payments of the principal and interest on the trust preferred securities are conditionally guaranteed by us to the extent the trusts have funds available for such obligations.

        The rights of the holders of our senior debt and the junior subordinated debentures are senior to the shares of our Common Stock and Series T Preferred Stock and will be senior to shares of our Series B Preferred Stock. As a result, we must make payments on our senior debt and the junior subordinated debentures (and the related trust preferred securities) before any dividends can be paid on our Common Stock or preferred stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of our senior debt and the junior subordinated debentures must be satisfied before any distributions can be made to our stockholders. If certain conditions are met, we have the right to defer interest payments on the junior subordinated debentures (and the related trust preferred securities) at any time or from time to time for a period not to exceed 20 consecutive quarters in a deferral period, during which time no dividends may be paid to holders of our preferred stock or common stock.

The holders of our Series T Preferred Stock have, and holders of our Series B Preferred Stock will have, rights that are senior to those of the holders of our Common Stock.

        On March 6, 2009, we issued and sold 100,000 shares of our Series T Preferred Stock, which ranks senior to our Common Stock in the payment of dividends and on liquidation, to the U.S. Treasury (together with the warrant to acquire a certain amount of our Common Stock) for $100.0 million. The liquidation preference of the Series T Preferred Stock is $1,000 per share plus any accrued and unpaid dividends, whether or not declared, to the date of payment. Additionally, we are offering 318.6225 shares of our Series B Preferred Stock in this offering, which will also rank senior to our Common Stock in the payment of dividends and on liquidation. The liquidation preference of the Series B Preferred Stock is the greater of (i) the sum of $100,000 per share and the amount of any accrued and unpaid dividends, whether or not declared, to the date of payment, and (ii) 110.0% of the payment or distribution to which a holder of such share of Series B Preferred Stock would be entitled if the Series B Preferred Stock were converted to Common Stock immediately prior to liquidation. In the event of our bankruptcy, dissolution or liquidation, the holders of the Series T Preferred Stock and Series B Preferred Stock will receive distributions of our available assets prior to the holders of our Common Stock.

Offerings of debt, which would be senior to our Common Stock upon liquidation, and/or preferred equity securities which may be senior to our Common Stock for purposes of dividend distributions and/or upon liquidation, may adversely affect the market price of our Common Stock.

        We may attempt to increase our capital resources or, if Busey Bank's capital ratios fall below the required regulatory minimums, we or Busey Bank could be forced to raise additional capital by making additional offerings, including trust preferred securities, senior or subordinated notes and preferred stock. Upon our bankruptcy, dissolution or liquidation, the holders of our debt securities and lenders with respect to other borrowings, including the holders of our existing senior debt and junior subordinated debentures, and our preferred stockholders will receive distributions of our available assets prior to the holders of our Common Stock. Additional equity offerings may dilute the holdings

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of our existing stockholders or reduce the market price of our Common Stock, or both. Holders of our Common Stock are not entitled to preemptive rights or other protections against dilution.

        In addition to the issuance of the Series T Preferred Stock and the Series B Preferred Stock, our board of directors is authorized to issue additional classes or series of preferred stock from time to time without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over our Common Stock with respect to dividends and/or upon our liquidation, dissolution, and winding-up and other terms. If we issue preferred stock in the future, which would have a preference over our Common Stock with respect to the payment of dividends and upon our liquidation, dissolution, or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our Common Stock, the rights of holders of our Common Stock or the market price of our Common Stock could be adversely affected.

There are substantial regulatory limitations on changes of control of bank holding companies.

        With certain limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be "acting in concert" from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct the management or policies of our company without prior notice or application to and the approval of the Federal Reserve. Accordingly, prospective investors need to be aware of and comply with these requirements, if applicable, in connection with any purchase of shares of our Common Stock.

Risks Related to the Offering of the Series B Preferred Stock

        Because the Series B Preferred Stock will automatically convert into shares of our Common Stock upon our stockholders approving the conversion terms, you should read the discussion of risks related to investments in our Common Stock, outlined above, in addition to the following additional risks of ownership of our Series B Preferred Stock:

A holder of our Series B Preferred Stock would bear the risk of any decline in the market value of our Common Stock.

        The market value of our Common Stock when the shares of Series B Preferred Stock are converted may be less than the conversion price of $4.25, in which case holders of our Series B Preferred Stock will receive shares of our Common Stock upon conversion with a market value per share that is less than the conversion price. Accordingly, a holder of Series B Preferred Stock assumes the entire risk that the market value of our Common Stock may decline. Any decline in the market price of shares of our Common Stock and related decline in value of the Series B Preferred Stock may be substantial and, depending on the extent of the decline, you could lose all or substantially all of your investment in the Series B Preferred Stock.

The secondary market for the Series B Preferred Stock may be illiquid.

        We are unable to predict how the Series B Preferred Stock will trade in the secondary market or whether that market will be liquid or illiquid. The Series B Preferred Stock is not currently listed on any established securities exchange or quotation system, and we do not intend to seek such listing. We can give you no assurance as to the liquidity of any market that may develop for the Series B Preferred Stock, your ability to sell such securities or whether a trading market, if it develops, will continue. The liquidity of any market for the Series B Preferred Stock will depend on a number of factors, including but not limited to:

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the number of holders of the Series B Preferred Stock;

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our performance;



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the market for similar securities; and



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the market price of our Common Stock.

The trading price of our Common Stock may affect the trading prices for the Series B Preferred Stock.

        The trading prices of the Series B Preferred Stock may be directly affected by, among other things, the trading price of our Common Stock. It is impossible to predict whether the price of our Common Stock or interest rates will rise or fall. Our operating results, prospects and economic, financial, political and other factors will affect trading prices of our Common Stock, which may affect the prices of the Series B Preferred Stock as an instrument convertible into Common Stock. In addition, market conditions can affect the capital markets generally, thereby affecting the price of our Common Stock. These conditions may include the level of, and fluctuations in, the trading prices of stocks generally and sales of substantial amounts of our Common Stock in the market after this offering or the perception that such sales could occur.

You may suffer dilution of the Common Stock issuable upon conversion of your Series B Preferred Stock.

        The number of shares of our Common Stock issuable upon conversion of your Series B Preferred Stock is subject to adjustment only for stock splits and combinations, stock dividends and certain other specified transactions. See "DESCRIPTION OF CAPITAL STOCK—Preferred Stock—Series B Preferred Stock—Anti-Dilution Adjustments." The number of shares of our Common Stock issuable upon conversion of your Series B Preferred Stock is not subject to adjustment for other events, including the following:

•

the issuance of shares of our Common Stock for cash or in connection with acquisitions or other transactions, including in exchange for other of our outstanding securities;



•

the issuance of any shares of our Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of our Common Stock under any plan;



•

the issuance of any shares of our Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries; or



•

the issuance of any shares of our Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Series B Preferred Stock were first issued.

        The terms of the Series B Preferred Stock do not restrict our ability to offer shares of our Common Stock in the future or to engage in other transactions that could dilute our Common Stock. We have no obligation to consider the interests of the holders of the Series B Preferred Stock in engaging in any such offering or transaction. If we issue additional shares of our Common Stock, that issuance may materially and adversely affect the price of our Common Stock and thus may adversely affect the trading price of the Series B Preferred Stock.

Our stockholders may not approve the conversion terms of the Series B Preferred Stock necessary to allow the conversion of the Series B Preferred Stock into Common Stock.

        Pursuant to Nasdaq Listing Rules 5635(c) and 5635(d), our stockholders must approve the conversion terms of the Series B Preferred Stock before it may be converted into Common Stock. We have agreed to hold a special meeting of our stockholders as soon as practicable, at which we will seek to obtain the requisite stockholder approval of the conversion terms of the Series B Preferred Stock. If

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we fail to obtain stockholder approval, we have agreed to take all necessary action to have the proposal voted upon at subsequent special or annual meetings of our stockholders to be held every three months until approved. Until such time as our stockholders approve the conversion terms, the Series B Preferred Stock may not be converted into Common Stock.

Holders of the Series B Preferred Stock will have no rights as a holder of Common Stock, including voting rights, until they acquire our Common Stock.

        Until you acquire shares of our Common Stock upon conversion, you will have no rights with respect to our Common Stock, including voting rights (except as required by law and as described under "DESCRIPTION OF CAPITAL STOCK—Preferred Stock—Series B Preferred Stock—Voting Rights"), rights to respond to tender offers and rights to receive any dividends or other distributions on our Common Stock. Upon conversion, you will be entitled to exercise the rights of a holder of Common Stock only as to matters for which the record date occurs after the conversion date. For example, in the event that an amendment is proposed to our Articles requiring stockholder approval, and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the conversion date, you will not be entitled to vote on the amendment unless it would amend, alter or affect the powers, preferences or rights of the Series B Preferred Stock in a manner that would adversely affect the rights of holders of the Series B Preferred Stock, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our Common Stock.

Our Series B Preferred Stock will rank junior to all of our and our subsidiaries' liabilities in the event of a bankruptcy, liquidation or winding up of our assets.

        In the event of bankruptcy, liquidation or winding-up, our assets will be available to pay the liquidation amount of our Series B Preferred Stock only after all of our liabilities have been paid. In addition, our Series B Preferred Stock will effectively rank junior to all existing and future liabilities of our subsidiaries and the capital stock of our subsidiaries held by third parties. The rights of holders of our Series B Preferred Stock to participate in the assets of our subsidiaries upon any liquidation or reorganization of any subsidiary will rank junior to the prior claims of that subsidiary's creditors and minority equity holders. In the event of bankruptcy, liquidation or winding up, there may not be sufficient assets remaining, after paying our and our subsidiaries' liabilities, to pay amounts due on any or all of our Series B Preferred Stock then outstanding.

You may have to pay taxes with respect to constructive distributions that you do not receive.

        The conversion rate of our Series B Preferred Stock will be adjusted in certain circumstances. See "DESCRIPTION OF CAPITAL STOCK—Preferred Stock—Series B Preferred Stock—Anti-Dilution Adjustments." For U.S. federal income tax purposes, adjustments to a fixed conversion rate, or failures to make certain adjustments, that have the effect of increasing your proportionate interest in our assets or earnings and profits may result in a deemed distribution to you. Such deemed distribution will be taxable to you, even though you do not actually receive a distribution. See "MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS."

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USE OF PROCEEDS

        We estimate that the net proceeds to us, after estimated offering expenses, from the sale of the shares of the Common Stock and Series B Preferred Stock offered hereby will be approximately $84.3 million. We intend to use the net proceeds from this offering for general corporate purposes, which may include the contribution of a portion of such proceeds to Busey Bank as additional capital.

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

        The following table reflects our ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends for each of the years in the five-year period ended December 31, 2009, as well as for the nine-month period ended September, 2010. No shares of our preferred stock were outstanding during the years ended December 31, 2008, 2007, 2006 and 2005, and we did not pay preferred stock dividends during these periods. Consequently, the ratios of earnings to fixed charges and preferred stock dividends for these years are the same as the ratios of earnings to fixed charges.

        For purposes of computing the ratios of earnings to fixed charges:

•

earnings represent income from continuing operations before income taxes, plus fixed charges;



•

fixed charges, excluding interest on deposits, include interest expense (other than on deposits), the portion of net rental expense deemed to be equivalent to interest on long-term debt, discount amortization and preferred stock dividends; and



•

fixed charges, including interest on deposits, include all interest expense, the portion of net rental expense deemed to be equivalent to interest on long-term debt, discount amortization and preferred stock dividends.

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CAPITALIZATION

        The following table presents our cash and cash equivalents, our capitalization, our per common share book values and our regulatory capital ratios, each as of September 30, 2010:

•

on an actual basis;



•

on an as adjusted basis, after giving effect to the sale of 12,718,635 shares of our Common Stock in this offering at $4.25 per share, 318.6225 shares of the Series B Preferred Stock in this offering at $100,000 per share and the application of the net proceeds of the offering; and



•

on an as further adjusted basis, after giving effect to the issuance of 7,497,000 shares of our Common Stock upon conversion of the Series B Preferred Stock.

        The information below should be read in conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and the consolidated financial statements and the notes thereto as of and for the nine months ended September 30, 2010 that are incorporated by reference in this prospectus supplement.

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