Summary of OLD SECOND BANCORP INC

Item 5.02. Departure of Directors or Certain Executive
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 17, 2009, the Compensation Committee of the Company's Board of Directors adopted new forms of the Restricted Stock Award Agreement, Restricted Stock Unit Award Agreement, Incentive Stock Option and Non-Qualified Stock Option. Any such awards would be granted under the Company's 2008 Equity Incentive Plan, which was approved by the Company's shareholders at the 2008 annual meeting. Copies of the form of Restricted Stock Award Agreement, Restricted Stock Unit Award Agreement, Incentive Stock Option and Non-Qualified Stock Option are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated by reference herein.

Also on February 17, 2009, Compensation Committee granted 1,500 non-qualified stock options and 596 restricted stock units to each non-executive director. Further, the Compensation Committee granted shares of restricted stock to the Company's named executive officers, in the amounts shown in the table below. The shares of restricted stock vest on the earlier of: (i) the date on which all obligations of the Company arising from it receiving investment capital from the United States Department of the Treasury pursuant to the Capital Purchase Program under the Troubled Asset Relief Program (or any other governmental program pursuant to which the restrictions and executive compensation limits in the Emergency Economic Stabilization Act of 2008 are applicable) are no longer outstanding; or (ii) the date on which the restrictions and executive compensation limits in the Emergency Economic Stabilization Act of 2008 applicable to the Restricted Stock Award Agreement are waived, removed or redacted, or are otherwise no longer applicable.

                                            Number of Shares
                      Name                      Awarded
                      William B. Skoglund        22,029
                        James L. Eccher          12,906
                      J. Douglas Cheatham        10,992
                        Rodney L. Sloan          6,141

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

10.1 Form of Restricted Stock Award Agreement

10.2 Form of Restricted Stock Unit Award Agreement.

10.3 Form of Incentive Stock Option

10.4 Form of Non-Qualified Stock Option