Old Second

 

Old Second Bancorp, Inc.

*The information on this webpage was lasted updated on [_____], 2010*

The Exchange Offer

On June 22, 2010, Old Second Bancorp, Inc. (the “Company”) commenced an offer to exchange up to 6,000,000 shares of its common stock (subject to certain reductions) for a portion of the outstanding 7.80% Cumulative Trust Preferred Securities, liquidation amount $10.00 per share (the “Capital Securities”), of its subsidiary, Old Second Capital Trust I.

For each $10.00 liquidation amount of Capital Securities accepted in the Exchange Offer, the Company will issue the number of shares of its common stock having an aggregate dollar value of $7.50, based on the Average VWAP of the common stock for the five consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the Exchange Offer. The Company will also pay cash for any accrued and unpaid distributions on any Capital Securities accepted in the Exchange Offer.

The current Average VWAP and the resulting number of shares of common stock which would be issuable pursuant to the Exchange Offer, calculated as of the close of the last trading day, are as follows:

Current Average VWAP $ ^
Number of shares of common stock which would be issued upon exchange, based on the current Average VWAP   ^

^Please note, the current Average VWAP and resultant number of shares to be issued upon exchange are provided for illustrative purposes only so that holders of Capital Securities may have an approximation of the terms of the Exchange Offering. While the information provided on this webpage will generally be updated each day that national securities exchanges in the United States are open for trading until the expiration of the Exchange Offer, the final Average VWAP used to determine the number of resultant shares participants in the Exchange Offer will receive will not be set until two days prior to the expiration of the Exchange Offer, and thus the data provided above may not be representative of the number of shares holders of Capital Securities may receive pursuant to the Exchange Offer.

The Exchange Offer will expire at 11:59 p.m., New York City time, on August 2, 2010, unless extended.

For further information regarding the Exchange Offer, or to obtain copies of the Offering Memorandum and Letter of Transmittal related to the Exchange Offer, please contact D.F. King & Co., Inc., the Company’s information agent for the Exchange Offer, at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Phone: 800-628-8536
oldsecond@dfking.com

Non-Solicitation

The Exchange Offer is made pursuant to an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, and as such only current holders of Capital Securities may participate. The information contained on this webpage shall not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, nor shall there be any sale, purchase or exchange of securities in any jurisdiction in which such offer, solicitation, sale, purchase or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Additional Information

Before any holder exchanges Capital Securities or otherwise makes any investment decision with respect to the Capital Securities or the Company’s common stock, the holder is urged to read the Offering Memorandum related to the Exchange Offer and any documents the Company has filed with the Securities and Exchange Commission, including the documents that are incorporated by reference into the Offering Memorandum, because such documents contain important information.

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