UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Old Second Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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OLD SECOND BANCORP, INC.
37 South River Street, Aurora, Illinois 60506

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 2004

TO THE STOCKHOLDERS:

The annual meeting of stockholders of Old Second Bancorp, Inc., will be held on Tuesday, April 20, 2004 at 11:00 a.m. at our corporate headquarters located at 37 South River Street, Aurora, Illinois, for the following purposes:

1. to elect six directors to serve for staggered terms;

2. to approve an amendment to the certificate of incorporation of Old Second to increase the number of authorized shares of Old Second’s common stock from 10,000,000 to 20,000,000;

3. to ratify the selection of Ernst & Young LLP as our independent accountants for the year ended December 31, 2004; and

4. to transact such other business as may properly be brought before the meeting or any postponements or adjournments of the meeting.

The Board of Directors is not aware of any other business to come before the meeting. Stockholders of record at the close of business on March 5, 2004, are the stockholders entitled to vote at the meeting and any and all adjournments or postponements of the meeting. In the event there are an insufficient number of votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the annual meeting, the meeting may be adjourned or postponed in order to permit further solicitation of proxies.

By Order of the Board of Directors

Aurora, Illinois	William B. Skoglund
March [ ], 2004	Chairman and
	Chief Executive Officer

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

Old Second Bancorp, Inc.
37 South River Street • Aurora, IL 60507 • (630) 892-0202

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Old Second Bancorp, Inc., a Delaware corporation, of proxies to be voted at the annual meeting of stockholders. This meeting is to be held at our corporate headquarters located at 37 South River Street, Aurora, Illinois on April 20, 2004 at 11:00 a.m., local time, or at any postponements or adjournments of the meeting. Old Second conducts full service community banking and trust business through its wholly-owned subsidiaries: The Old Second National Bank of Aurora, Old Second Mortgage, Old Second Bank - Yorkville, Old Second Bank - Kane County and Old Second Financial, Inc.

A copy of our annual report for the year ended December 31, 2003, which includes audited financial statements, is enclosed. This proxy statement was first mailed to stockholders on or about March [ ], 2004.

Why am I receiving this proxy statement and proxy form?

You are receiving a proxy statement and proxy form from us because on March 5, 2004, the record date for the annual meeting, you owned shares of our common stock. This proxy statement describes the matters that will be presented for consideration by the stockholders at the annual meeting. It also gives you information concerning these matters to assist you in making an informed decision.

When you sign the enclosed proxy form, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy form, ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy form in advance of the meeting just in case your plans change.

If you have signed and returned the proxy form and an issue comes up for a vote at the meeting that is not identified on the form, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her best judgment.

What matters will be voted on at the meeting?

You are being asked to vote on the election of six directors of Old Second, the approval of an amendment to Old Second’s certificate of incorporation to increase the number of authorized shares of common stock of Old Second from 10,000,000 shares to 20,000,000 shares and the ratification and approval of Ernst & Young LLP to serve as our independent auditors for 2004.

How do I vote?

A form of proxy is enclosed for use at the meeting. If the proxy is executed and returned, it may nevertheless be revoked at any time insofar as it has not been exercised. Stockholders attending the meeting may, on request, vote their own shares even though they have previously sent in a proxy. Unless revoked or instructions to the contrary are contained in the proxies, the shares represented by validly executed proxies will be voted at the meeting and will be voted “for” the election of the nominees for director named in this proxy statement, “for” the approval of the proposed amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 10,000,000 shares to

20,000,000 shares and “for” the ratification and approval of the selection of Ernst & Young LLP as our independent accountants for the fiscal year ending December 31, 2004.

What does it mean if I receive more than one proxy form?

It means that you have multiple holdings reflected in our stock transfer records and/or in accounts with stockbrokers. Please sign and return ALL proxy forms to ensure that all your shares are voted.

If I hold shares in the name of a broker, who votes my shares?

If you received this proxy statement from your broker, your broker should have given you instructions for directing how your broker should vote your shares. It will then be your broker’s responsibility to vote your shares for you in the manner you direct.

Under the rules of various national and regional securities exchanges, brokers may generally vote on routine matters, such as the election of directors and the ratification of independent auditors, but may not vote on non-routine matters, such as an amendment to the certificate of incorporation or the adoption or amendment of a stock option plan, unless they have received voting instructions from the person for whom they are holding shares. If your broker does not receive instructions from you on how to vote particular shares on a matter on which your broker does not have discretionary authority to vote, your broker will return the proxy card to us, indicating that he or she does not have the authority to vote on these matters. This is generally referred to as a “broker non-vote” and will affect the outcome of the voting as described below, under “How many votes are needed for approval of each proposal?” Therefore, we encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. This ensures that your shares will be voted at the meeting.

How many votes do we need to hold the annual meeting?

A majority of the shares that were outstanding and entitled to vote as of the record date must be present in person or by proxy at the meeting in order to hold the meeting and conduct business. On March 5, 2004, the record date, there were [ ] shares outstanding. A majority of these shares must be present in person or by proxy at the meeting.

Shares are counted as present at the meeting if the stockholder either:

• is present in person at the meeting; or

• has properly submitted a signed proxy form or other proxy.

What happens if any nominee is unable to stand for re-election?

The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than six nominees. The Board has no reason to believe any nominee will be unable to stand for re-election.

What options do I have in voting on each of the proposals?

You may vote “for” or “withhold authority to vote for” each nominee for director. You may vote “for,” “against” or “abstain” on any other proposal that may properly be brought before the meeting.

How many votes are needed for each proposal?

The six individuals receiving the highest number of votes cast “for” their election will be elected as directors of Old Second. Holders of a majority of the outstanding shares of our common stock as of the close of business on March 5, 2004, must approve the amendment of our certificate of incorporation to increase the number of authorized shares of Old Second’s common stock. Additionally, the ratification of Ernst & Young LLP as our independent auditors must receive the affirmative vote of a majority of the shares present in person or by proxy at the meeting and entitled to vote. An abstention will have the same effect as a vote against the ratification of our auditors and the amendment to our certificate of incorporation.

Broker non-votes will not be counted as entitled to vote, but will count for purposes of determining whether or not a quorum is present on the matter. So long as a quorum is present, broker non-votes will have no effect on the outcome of the election of directors or the vote on the ratification of our auditors. However, a broker non-vote will have the effect of a vote against the amendment to our certificate of incorporation.

How are votes counted?

Voting results will be tabulated and certified by the election judges.

Where do I find the voting results of the meeting?

We will announce voting results at the meeting. The voting results will also be disclosed in our Form 10-Q for the quarter ending June 30, 2004.

ELECTION OF DIRECTORS

Old Second’s Board of Directors is divided into three classes, approximately equal in number. Ordinarily, each year we ask Old Second’s stockholders to elect the members of one class for a term of three years. At the annual meeting to be held on April 20, 2004, you will be entitled to elect six directors for terms expiring in various years, as described herein. We have no knowledge that any of the nominees will refuse or be unable to serve as directors, but if any of the nominees becomes unavailable for election, the holders of proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting.

The nominating committee of the Board of Directors of Old Second has nominated six persons for election at this annual meeting, all of whom are incumbent directors. Set forth below is information concerning the nominees for election and for the other directors whose term of office will continue after the meeting, including their age, year first elected a director and business experience during the previous five years.

The six nominees for director, if elected at the annual meeting, will serve for terms expiring in 2005, 2006 or 2007. Mr. Alexander, who has served on the Board since 1976, will turn 70 in 2005 and will be unable to serve as a director after that time pursuant to Old Second’s bylaws. Therefore, if elected, Mr. Alexander will serve for a one-year term expiring in 2005. If elected, Mr. Cheatham, who

was appointed to serve as a director by the Board in October 2003, will serve for a term expiring in 2006. When appointed by the Board, Mr. Cheatham was placed in that class of directors to keep a balanced number of directors in the respective classes for each year. Although we are not required to have the stockholders vote on Mr. Cheatham’s term this year, we believe that it is important to ask for the stockholders to approve Mr. Cheatham’s appointment to the Board. The remaining four nominees, if elected, will serve for a three-year term expiring in 2007.

The Board of Directors recommends you vote your shares “for” each of the nominees for director. Unless authority to vote for the nominees is withheld, the shares represented by the enclosed proxy card, if executed and returned, will be voted “for” the election of the nominees proposed by the Board of Directors.

NOMINEES

Name	Served as Old Second Director Since	Principal Occupation

(Term Expires 2007)
Edward Bonifas (Age 44)	2000	Vice President, Alarm Detection systems Inc., producer and installer of alarm systems, close-captioned video systems and card access systems, and locksmiths

William Meyer (Age 56)	1995	President, William F. Meyer Co., a wholesale plumbing supply company

William B. Skoglund (Age 53)	1992	Chairman and Chief Executive Officer of Old Second and Chairman of Old Second National Bank

Christine J. Sobek (Age 50)	2003	President, Waubonsee Community College

(Term Expires 2005)
Walter Alexander (Age 69)	1976	President, Alexander Lumber Co., building material sales

(Term Expires 2006)
J. Douglas Cheatham (Age 47)	2003	Sr. Vice President, Chief Financial Officer and Chief Accounting Officer, Assistant Secretary of Old Second

*CONTINUING DIRECTORS*

(Term Expires 2005)
Marvin Fagel (Age 56)	1996	President, Aurora Packing Co., a meat packing company; Chairman of the Board and Chief Executive Officer, New City Packing Company, a meat packing company

William Kane (Age 53)	1999	Partner, Label Printers Inc., a printing company

Kenneth Lindgren (Age 63)	1990	President, Daco Incorporated, a contract manufacturer of machine components

Jesse Maberry (Age 60)	1985	Vice President, Aurora Bearing Company, a manufacturer of rod end spherical bearings

Name	Served as Old Second Director Since	Principal Occupation

(Term Expires 2006)
D. Chet McKee (Age 64)	1978	Vice President-Special Projects Rush-Copley Medical Center (2000-present); President and Chief Executive Officer, Rush-Copley Medical Center (1990-2000)

Gerald Palmer (Age 58)	1998	Vice President/General Manager, Caterpillar, Inc., a construction equipment manufacturer

James Carl Schmitz (Age 55)	1999	Tax consultant (1999-present); director of taxes with H. B. Fuller Company (1998); tax specialist with KPMG LLP (1999)

Mr. Cheatham was appointed to the Board in October 2003 and Ms. Sobek was appointed to the Board in December 2003. The full Board of Directors approved these appointments after their approval and recommendation by the Nominating and Corporate Governance Committee.

Upon attaining age 70, an elected director assumes the status of a Senior Director for a period of three years. Senior Directors have the right to attend all Board meetings and all meetings of the committees to which they are appointed and to participate in all discussions during such meetings. However, a Senior Director does not have the right to vote on any matter. The only Senior Director on the Board of Directors during 2003 was James Benson, who served as Chairman of the Board. Mr. Benson did not seek re-election as a director at the 2003 annual meeting and is now a Director Emeritus of the Board. Mr. Alexander will become a Senior Director in 2005 and therefore he will serve for a one-year term expiring in 2005 if elected at the 2004 annual meeting.

All directors will hold office for the terms indicated, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. There are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the Board of Directors or executive officer is related to any other nominee, member of the Board of Directors or executive officer. Mr. Alexander is also a director of Wausau-Mosinee Paper Corporation, a corporation with a class of securities registered pursuant to Section 12 of the Exchange Act.

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

General

The Board of Directors is made up of thirteen directors, who are elected every three years to serve staggered terms. Generally, the Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of Old Second, which is monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board and through committee membership, which is discussed below. The Board has determined that all of the directors are “independent” as defined by the Nasdaq Stock Market, Inc., with the exception of Messrs. Skoglund and Cheatham, who are executive officers.

The Board of Directors held twelve regular meetings during 2003. All of the directors attended at least 75% of these meetings and of the meetings of the committees on which they served. Additionally,

the directors who are deemed to be “independent” under the rules of Nasdaq met three times in executive session, outside of the presence of management. We typically schedule a Board meeting in conjunction with our annual meeting and expect that our directors will attend our annual meeting. Last year, twelve of the thirteen individuals then serving as directors attended our annual meeting.

The Board of Directors believes that it is important to encourage the highest level of corporate ethics and responsibility and is proud that it adopted many of the recent corporate governance requirements of Nasdaq and the Securities and Exchange Commission prior to the required compliance dates. Among other things, the Board has adopted a Code of Conduct which applies to all of our directors, officers and employees, as well as a procedure for allowing employees to anonymously report any problems they may detect with respect to our financial reporting. The Code of Conduct, as well as other information pertaining to our committees, corporate governance and reporting with the Securities and Exchange Commission can be found on Old Second’s website at www.o2bancorp.com.

The Board of Directors has standing Audit, Nominating and Corporate Governance and Compensation Committees, each of which is made up solely of directors who are deemed to be “independent” under the rules of Nasdaq. Actions taken by each committee of the Board are reported to the full Board, usually at its next meeting. The principal responsibilities of each of the committees are described below.

Audit Committee

The members of our Audit Committee during 2003 were Messrs. Alexander, Maberry, Kane, McKee and Schmitz, each of whom are “independent” directors, as that term is defined by Nasdaq. The Audit Committee met six times during 2003 and Mr. Alexander, Chairman of the Audit Committee, met individually on a quarterly basis with the independent accountants. The Audit Committee assists the Board in carrying out its oversight responsibilities for our financial reporting process, audit process and internal controls. The committee’s duties, responsibilities and functions are further described in its charter, which was amended in 2003 and is attached hereto as Exhibit A. The Audit Committee is solely responsible for the pre-approval of all audit and non-audit services to be provided by the independent accountants and the committee exercises its authority to do so in accordance with a policy that it has adopted. A copy of this policy is attached hereto as Exhibit B. Additionally, beginning in 2004, the Audit Committee reviews and approves all related party transactions between Old Second and its related parties pursuant to Nasdaq’s rules and regulations.

The Board has designated Jesse Maberry, who is Vice President of Aurora Bearing Company and who previously served as Controller of Aurora Bearing Company, as the Audit Committee Financial Expert, as such term is defined by the regulations of the Securities and Exchange Commission. The Board’s determination is based upon Mr. Maberry’s level of knowledge and experience regarding financial matters and the audit process as a result of his formal education and professional experience. The Board believes that each of the other members of the Audit Committee possesses knowledge and experience sufficient to understand the complexities of the financial statements of Old Second.

Compensation Committee

The members of the Compensation Committee in 2003 were Messrs. Alexander, Fagel, Kane, Meyer and Palmer, each of whom is an “independent” director as defined by Nasdaq. Mr. Palmer is the Chairman of the committee. The Compensation Committee reviews the performance of Old Second’s executive officers and sets their compensation levels. The Compensation Committee adopted a charter in 2003 which sets forth in detail the purposes and functions of the committee, the composition and procedures of the committee and the duties and responsibilities of the committee. This charter is part of our ongoing

commitment to fulfilling applicable corporate governance requirements. You can request a copy of Old Second’s Compensation Committee charter by sending a written request to Old Second’s Corporate Secretary at 37 South River Street, Aurora, Illinois 60506 or by sending an e-mail requesting same to rhodgson@o2bancorp.com. The Compensation Committee met twice during 2003.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee during 2003 were Messrs. Alexander, Lindgren, Maberry and McKee, each of whom currently serves on the committee and is deemed to be an “independent” director as that term is defined by Nasdaq. The Nominating and Corporate Governance Committee reviews the qualifications of, and recommends to the Board for nomination, candidates to fill vacancies on the Board as they may occur during the year. Additionally, the committee is responsible for reviewing our policies, procedures and structure as they relate to corporate governance. The committee’s duties, responsibilities and functions are further described in its charter, which is available on our website at www.o2bancorp.com. You can request a copy of the committee’s charter by sending a written request to the Corporate Secretary at 37 South River Street, Aurora, Illinois 60506, or by sending an e-mail requesting same to rhodgson@o2bancorp.com.

Director Nominations and Qualifications

In making its nominations for persons to be elected to the Board of Directors and included in our proxy statement, the committee evaluates incumbent directors, Board nominees and persons nominated by stockholders, if any. Generally, the committee believes that, at a minimum, directors should possess certain qualities, including the highest personal and professional ethics and integrity, a sufficient educational and professional background, demonstrated leadership skills, sound judgment, a strong sense of service to the communities which we serve and an ability to meet the standards and duties set forth in our Code of Conduct. The committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members and to ensure the nominees’ “independence” so that at least a majority of the directors on the Board will be deemed “independent” in accordance with Nasdaq requirements. Furthermore, all nominees must be under the age of 70, which is the mandatory retirement age. Additionally, each incumbent director standing for re-election must have, at a minimum, attended at least 75% of Board meetings during the past year, attended a majority of committee meetings of which he or she is a member and provided active participation at Board meetings. Currently, there are no fees paid to any third party to identify or assist in identifying or evaluating nominees.

All of the nominees for election as directors for the 2004 annual meeting were nominated by the committee. The committee did not receive any stockholder nominations for director. The Nominating and Corporate Governance Committee met once during 2003.

Stockholder Communications with the Board; Nomination and Proposal Procedures

Stockholder Communications with Directors. Stockholders of Old Second may contact any member of the Board of Directors or the Board as a whole, through the Corporate Secretary either in person, in writing, via phone at 630-906-5480, or by e-mail at rhodgson@o2bancorp.com. Any communication will promptly be forwarded to the Board as a group or to the attention of a specified director per your request. Your letter should indicate that you are an Old Second stockholder. The address for submitting communications to the Board by mail is 37 South River Street, Aurora, Illinois 60506.

Nominations of Directors. In order for a stockholder nominee to be considered by the Nominating and Corporate Governance Committee to be its nominee and included in our proxy statement,

the nominating stockholder must file a written notice of the proposed director nomination with our Corporate Secretary, at the above address, at least 120 days prior to the date the previous year’s proxy statement was mailed to stockholders. Nominations must include the full name and address of the proposed nominee and a brief description of the proposed nominee’s business experience for at least the previous five years and, as to the stockholder giving the notice, his or her name and address, and the class and number of shares of our capital stock owned by that stockholder. All submissions must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. The committee may request additional information in order to make a determination as to whether to nominate the person for director.

In accordance with our bylaws, a stockholder may otherwise nominate a director for election to the board at an annual meeting of stockholders by giving timely notice in writing to our Corporate Secretary, at the address provided above. To be timely, Stockholder nominations must be made in writing, delivered or mailed by first class United States mail, postage prepaid, to our Corporate Secretary not fewer than 14 days nor more than 60 days prior to any meeting of stockholders called for the election of directors. However, if notice of the meeting is given to stockholders less than 21 days prior to the date of the meeting, written nominations must be delivered or mailed to our Corporate Secretary not later than the close of business on the seventh day following the day on which notice of the meeting was mailed to stockholders. Each written nomination must set forth the name, age, business address and, if known, residence address of each nominee; the principal occupation or employment of each such nominee for the past five years; and the number of shares of stock of Old Second beneficially owned by each such nominee and by the nominating stockholder.

Other Stockholder Proposals. To be considered for inclusion in our proxy statement and form of proxy relating to our 2005 annual meeting of stockholders, the proposing stockholder must file a written notice of the proposal with our Corporate Secretary, at the above address, by November 2, 2004, and must otherwise comply with the rules and regulations set forth by the Securities and Exchange Commission.

Compensation of Directors

All persons who serve as directors of Old Second also serve as directors of Old Second National Bank. We do not pay any fees to any of the directors in their capacity as directors of Old Second. However, during 2003, Old Second National Bank paid directors’ fees to non-employee directors consisting of a $10,000 annual retainer fee, $750 for each Board of Directors meeting attended and $500 for each committee meeting attended. Directors also have the option to defer directors’ fees through a phantom stock program.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock at December 31, 2003, by each person known by us to be the beneficial owner of more than five percent of our outstanding common stock, by each director or nominee, by each executive officer named in the summary compensation table below and by all directors and executive officers of Old Second as a group. Unless otherwise noted, the address of each five percent stockholder is 37 South River Street, Aurora, Illinois 60506.

Name of Individual and Number of Persons in Group	Amount and Nature of Beneficial Ownership(1)	Percent of Class

5% Stockholders
Old Second Bancorp, Inc.(2) Profit Sharing Plan & Trust	437,218	6.5	%

The Banc Funds Company, L.L.C.(3) 208 South LaSalle Street Chicago, Illinois 60604	433,770	6.5	%

Directors
Walter Alexander	51,712	*
Edward Bonifas	5,798	*
J. Douglas Cheatham(4)	17,413	*
Marvin Fagel	26,202	*
William Kane	5,000	*
Kenneth Lindgren	24,666	*
Jesse Maberry	17,746	*
D. Chet McKee	2,000	*
William Meyer	32,449	*
Gerald Palmer	1,333	*
J. Carl Schmitz(5)	193,398	2.8	%
William B. Skoglund(6)	78,244	1.1	%
Christine J. Sobek	25	*

All directors and executive officers as a group	455,986	6.8	%

* Less than one percent

(1) Includes ownership of shares of our common stock by spouse (even though any beneficial interest is disclaimed) and in our profit sharing plan and trust and our salary savings plan.

(2) In addition, as of December 31, 2003, Old Second National Bank held in its trust department, in various fiduciary capacities (other than as trustee of our profit sharing plan and trust), 611,332 shares of our common stock, or 9.1% of the total outstanding shares. Old Second had full investment power with respect to 223,941 shares and shared investment power with respect to 99,488 shares.

(3) Includes shares owned by related investment funds, as represented to us by The Banc Funds Company, L.L.C. and reported on a Schedule 13G/A filed on February 2, 2004.

(4) Includes 14,889 shares issuable pursuant to options held by Mr. Cheatham. Also includes 845 shares held in our profit sharing plan and trust, 979 shares held in our 401(k) plan and 700 shares held in Mr. Cheatham’s name alone.

(5) Mr. Schmitz has voting control of 193,298 shares held in the J. C. Schmitz Revocable Trust and 100 shares held in the name of James C. Schmitz alone.

(6) Includes 51,333 shares issuable pursuant to options held by Mr. Skoglund, 10,667 of which shares Mr. Skoglund exercised in February 2004. Also includes 20,465 shares held in our profit sharing plan and trust, 6,180 shares held in our 401(k) plan and 266 shares held in Mr. Skoglund’s name alone.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that our directors, executive officers and 10% stockholders file reports of ownership and changes in ownership with the Securities and Exchange Commission. Such persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of these forms, we are not aware that any of our directors, executive officers or 10% stockholders failed to comply with the filing requirements of Section 16(a) during 2003.

EXECUTIVE COMPENSATION

The table which follows sets forth information regarding compensation paid for each of the years ended December 31, 2003, 2002 and 2001 to those individuals who were either the Chief Executive Officer or an executive officer whose annual salary exceeded $100,000.

Annual Compensation

Long Term
Compensation
Awards

(a)

(b)

(c)

(d)

(e)

(g)

(h)

Name and
Principal Position

Fiscal
Year
Ended
December
31^st

Salary($)(1)

Old Second Bancorp Inc · PRE 14A · For 4/20/04

Filed On 2/26/04 2:31pm ET · SEC File 0-10537 · Accession Number 1104659-4-5807

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

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OLD SECOND BANCORP, INC.
37 South River Street, Aurora, Illinois 60506

Old Second Bancorp Inc · PRE 14A · For 4/20/04

Filed On 2/26/04 2:31pm ET · SEC File 0-10537 · Accession Number 1104659-4-5807

Preliminary Proxy Solicitation Material · Schedule 14AFiling Table of Contents

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

OLD SECOND BANCORP, INC. 37 South River Street, Aurora, Illinois 60506

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

OLD SECOND BANCORP, INC.
37 South River Street, Aurora, Illinois 60506