First Ottawa Bancshares (FOTB) 10-K 2008 FY Annual report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number:  000-30495

FIRST OTTAWA BANCSHARES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	36-4331185
(State or Other Jurisdiction	(I.R.S. Employer Identification No.)
of Incorporation or Organization)
701-705 LaSalle Street
Ottawa, Illinois	61350
(Address of Principal Executive Offices)	(ZIP Code)

(815) 434-0044

(Registrant Telephone Number,

including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $1.00 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o                    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o                    No x

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x                    No o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes o                    No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last known sales price on or prior to June 30, 2008, the last business day of the Company’s most recently completed second fiscal quarter, was $33,713,640.

644,849 shares of common stock were outstanding as of February 28, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

The Company’s 2008 Annual Report to Stockholders is incorporated by reference in Parts II and IV, and the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held May 20, 2009 is incorporated by reference in Part III.

Except for those portions of the 2008 Annual Report incorporated by reference, the Annual Report is not deemed filed as part of this Report.

INDEX

		Page No.
PART I
Item 1	Business	1
Item 1A	Risk Factors	22
Item 1B	Unresolved Staff Comments	22
Item 2	Properties	23
Item 3	Legal Proceedings	23
Item 4	Submission of Matters to a Vote of Security Holders	23
PART II
Item 5	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6	Selected Financial Data	24
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	25
Item 8	Financial Statements and Supplementary Data	25
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Item 9A	Controls and Procedures	26
Item 9B	Other Information	26
PART III
Item 10	Directors, Executive Officers and Corporate Governance	27
Item 11	Executive Compensation	27
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13	Certain Relationships and Related Transactions and Director Independence	28
Item 14	Principal Accountant Fees and Services	28
PART IV
Item 15	Exhibits and Financial Statement Schedules	29

PART I

Item 1.        Business.

General

First Ottawa Bancshares, Inc. (the “Company”) is a bank holding company for its wholly-owned subsidiary, First National Bank of Ottawa (the “Bank”), and the Bank’s wholly owned subsidiary, First Ottawa Financial Corporation.  The Company was organized as a Delaware corporation in 1999.  As of December 31, 2008, the Company had total assets of $275.2 million, total deposits of $240.7 million, loans, including loans held for sale, of $158.0 million and total stockholders’ equity of $24.7 million.  For the year ended December 31, 2008, the Company had interest income of $14.0 million and net income of $1.9 million, which amounted to basic net income per share of $2.87, and diluted net income per share of $2.86.

The Company conducts a general banking business embracing most of the services, both commercial and consumer, which banks may lawfully provide, including the following principal services:  the acceptance of deposits for demand, savings, and time accounts and the servicing of such accounts; commercial, agricultural, consumer, and real estate lending, including installment loans, personal lines of credit, and overdraft protection; trust operations; farm management; safe deposit operations; and an extensive variety of additional services tailored to the needs of individual customers, including the sale of traveler’s checks, cashier’s checks, and foreign currency and other special services.  Loans, both commercial and consumer, are provided on either a secured or unsecured basis to corporations, partnerships, and individuals.  Commercial lending covers such areas as business, industry, capital, agriculture, inventory, and real estate, with the latter including residential properties.  Consumer loans, including installment and other types of loans, are made for a variety of purposes, including automobile purchases, recreational vehicle purchases, and consumer goods.

Market Area

The Company is located in north-central Illinois, with corporate offices in Ottawa, Illinois in LaSalle County, approximately 80 miles southwest of Chicago.  All branches, including, Streator, LaSalle County, Morris and Minooka, Grundy County, and Yorkville, Kendall County, are located in Illinois within 45 miles of the corporate offices.  Ottawa, Morris, and Yorkville are the county seats of their respective counties, all with associated governmental offices and workforce.  Ottawa and Streator are the principal cities of the 5th largest Micropolitan Statistical Area in the United States, by population, as determined by the 2000 U.S. census. The population concentration in the Company’s market areas, which is larger than many metropolitan areas, has added to interest in the region for developers and those exploring relocation or expansion. The market areas are served by major transportation routes, Interstates 80, 88, 39, and 55, as well as rail, and the Illinois River waterway system.

The Company’s market areas incorporate diverse economic sectors, including agriculture, transportation, industry, and mining, primarily mining of high quality silica sand. 

1

The sand deposits have encouraged extensive glass manufacturing activity in the area.  The various economies in these market areas are generally expanding with development, both commercial and residential, due in part to relatively inexpensive real estate costs and the proximity to the metropolitan urban and suburban concentrations in the Chicago, Naperville, and Joliet corridor.  The central location, transportation routes, and lack of congestion also make the area desirable for distribution and warehousing operations.  The Illinois River waterway provides preferable market opportunities and pricing for the agricultural sector.  The unusual geographic terrain and parklands have spurred tourism in the area, which attracts in excess of 1 million visitors per year.

The Company opened a full service banking facility in 2005 in the city of Yorkville, Illinois. The Company also opened a loan production office in 2006 in the city of Minooka, Illinois. The Company continues to explore expansion opportunities within its existing market area and in surrounding areas.

Lending Activities

General. The Company relies on interest income from lending activities as a major source of revenue.  The Company has a community bank focus — serving the credit needs of the local community.  Because of this local focus, the Company has a flexible process for handling loan requests rather than being tied to rigid standards.  The discussions below regarding lending policies reflect general guidelines and may vary on a case-by-case basis depending on the borrower’s credit history and the type and size of loan.  During the approval process for loans it originates, the Company assesses both the applicant’s ability to repay the loan and the value of any collateral securing the loan.  The Company verifies the applicant’s ability to repay the loan by using credit reports, financial statements, confirmations, and other items, including appraisals.

Ten loan officers have the authority to handle all lending activities of the Company.  Each lending officer has authority to approve extensions of credit up to their individual lending limit.  The Company has an Officers Loan Committee (consisting of Loan Officers, the Chief Lending Officer, and the President of the Bank) which approves loans of up to $1,000,000.  All loans between $1,000,000 and $2,000,000 are sent to the Director’s Loan Committee for approval.  The Director’s Loan Committee is also responsible for monitoring concentration of credits, problem and past due loans, and charge-offs of uncollectible loans, as well as  formulating recommendations for the Board of Directors regarding loan policy modifications, loan classifications, and charge-offs. All loans in excess of $2,000,000 are reviewed and approved by the entire Board of Directors.  The Board of Directors also is responsible for directing and supervising the Director’s Loan Committee, policy review, and oversight of the loan and investment functions of the Company.  The Board of Directors also monitors the adequacy of the Company’s loan loss reserves.

Loan Portfolio Composition.  The Company’s gross loan portfolio, totaled $159.6 million at December 31, 2008, representing 66.3% of the Company’s total deposits at that date.  The Company’s loan portfolio at December 31, 2008 included $112.5 million for real estate purposes, $13.5 million for consumer purposes, and $33.6 million for commercial and agricultural purposes.

2

Certain risks, including the risk of non-payment, are associated with each type of loan.  The primary risks associated with consumer loans relate to the borrower, such as the risk of a borrower’s unemployment as a result of deteriorating economic conditions or the amount and nature of a borrower’s other existing indebtedness, and the value of the collateral securing the loan if the Company must take possession of the collateral.  Consumer loans also have risks associated with concentrations of loans in a single type of loan.  The primary risks associated with commercial loans are the experience and quality of the borrower’s management, the business climate, and the impact of economic factors.  With respect to agricultural loans, the primary risks are weather, market conditions, and, like commercial loans, the quality of the borrower’s management.  Risks associated with real estate loans include concentrations of loans in a single type of loan  such as commercial or agricultural and fluctuating land values.

The Company’s strategy in addressing and managing these types of risks is to follow its loan policies and underwriting practices, which include: (i) granting loans on a sound and collectible basis; (ii) investing funds profitably for the benefit of the Company’s stockholders and the protection of its depositors; (iii) serving the legitimate needs of the community and the Company’s general market area while maintaining a balance between maximum yield and minimum risk; (iv) ensuring that primary and secondary sources of repayment are adequate in relation to amount of the loan; (v) developing and maintaining adequate diversification of the loan portfolio as a whole and of the loans within each loan category; (vi) ensuring that each loan is properly documented and, if appropriate, secured or guaranteed by government agencies; and (vii) developing and applying adequate collections procedures.

All table amounts throughout the Form 10-K are in thousands except share and per share data.

The following table presents the components of the Company’s loan portfolio as of December 31 for each year shown.

	2008			2007			2006			2005			2004
Real estate loans	$	112,237		$	120,581		$	102,516		$	95,469		$	74,225
Commercial and agricultural loans	33,632			28,354			39,610			33,686			28,341
Installment loans, net of unearned income	3,772			5,439			7,401			11,585			17,575
Home equity lines of credit	9,721			11,051			11,411			12,120			12,651
Total Loans	159,363			165,425			160,938			152,860			132,792
Allowance for loan losses	(1,612		)	(1,588		)	(1,463		)	(1,344		)	(1,174		)
Loans, net	$	157,751		$	163,837		$	159,475		$	151,516		$	131,618
Loans held for sale	$	229		$	—		$	—		$	—		$	1,701

3

Maturities (based on contractual terms) of the Company’s commercial and construction loan portfolio at December 31, 2008 are summarized below:

	One Year		One to		Over
	or Less		Five Years		Five Years		Total
Commercial and agricultural	$	15,573	$	11,030	$	7,029	$	33,632
Construction	9,066		7,571		167		16,804
Total	$	24,639	$	18,601	$	7,196	$	50,436

At December 31, 2008, of the total loans that mature in more than one year, $74.4 million, or 75.1%, bear interest at fixed rates and $24.7 million, or 24.9%, bear interest at variable rates.

Consumer Loans.  The Company makes consumer loans for various purposes, including personal, family, and nonbusiness reasons such as automobile and recreational vehicle purchases, on both a direct and indirect basis.  Consumer loans totaled approximately $13.5 million at December 31, 2008, or approximately 8.5% of the Company’s total loan portfolio.  Approximately 13.5% of the Company’s consumer loans were automobile loans, and of these loans, approximately 38.0% were made indirectly by the Company through automobile dealers.  At December 31, 2008, the Company had one consumer loan totaling $440,000 that was past due in excess of 90 days. Management feels the Company is well collateralized and expects no loss in excess of specific allocations on the loan.

In approving consumer loans, lending officers consider the borrower’s past credit history, the borrower’s ability to repay the debt, the collateral offered, and local economic conditions that could affect the borrower’s income.  Loans being originated for new borrowers must be accompanied by a completed application dated and signed by the borrower, giving the details of the loan request.  Total debt, along with the gross monthly income of the borrower, are required to be shown on the application.  A brief cash flow analysis is performed by the loan officer showing the amount of the borrower’s income available for debt service based on current debts plus the new loan request.  Generally, debt service to gross income should not exceed 40%. New credit reports are obtained on all borrowers with each loan request.  The value of collateral on loans secured by used automobiles is generally determined by using industry-accepted used car guides.  In connection with used automobile loans, the Company generally requires a 90% loan-to-value ratio; however, depending upon various factors, including the credit experience of the Company with the borrower, the Company may extend credit in excess of the value of the used automobile.  A loan-to-value ratio of 90% of sticker price is generally required for new automobile loans.  Boats, mobile homes, recreational vehicles, and similar items generally require a loan-to-value ratio of 70% to 80% of the current market value of the collateral.  Unsecured consumer loans are granted to borrowers based upon satisfactory income, indebtedness levels, and credit records and experience.

4

Commercial, Agricultural, and Real Estate Lending.

Real Estate Lending. The Company’s primary real estate lending consists of commercial loans with a small portion in residential and agricultural real estate loans.  Real estate loans at December 31, 2008 totaled approximately $112.2 million or approximately 70.5% of the Company’s total loan portfolio.  All borrowers requesting a real estate loan are required to submit an application which is reviewed by the lending officer.  A credit investigation is performed and an analysis of the borrower’s ability to repay is conducted.  Subsequently, an inspection and appraisal of the real property is conducted to determine whether or not the property is of sufficient value to meet the Company’s suggested maximum loan-to-value ratio of 80% to 85% of the lesser of the appraised value or the purchase price of the property securing the loan.  Under certain federal guaranteed loan programs utilized by the Company, the maximum loan-to-value ratio is higher.  With respect to loans secured by commercial or industrial real estate, the Company analyzes the potential for environmental liability concerns and, depending upon the circumstances, the Company may require additional information or testing.  Commercial and agricultural real estate loans are generally originated under the same policies and procedures as discussed above for commercial and agricultural non-real estate loans.

The Company’s residential real estate loans consist of 15-year, 20-year and 30-year fixed-rate and variable-rate loans with amortization periods equal to the maturity of the loan.  The Company’s fixed-rate loans with biweekly payments account for approximately 46.6% of all the residential real estate loans of the Company. The biweekly loan program amortizes 25 year loans in approximately 18.9 years.  The Company also originates a variety of loans that are sold into the secondary market through Federal Home Loan Mortgage Corporation (“Freddie Mac”) and private investors.  These loans are underwritten to meet all Freddie Mac requirements.  The Company retains servicing rights on loans sold into the secondary market.  At December 31, 2008, mortgage loans serviced for the secondary market totaled approximately $26.5 million.

At December 31, 2008, the Company had no residential real estate mortgage loans past due in excess of 90 days, and ten commercial real estate loans totaling $2.6 million, past due in excess of 90 days. Management feels the Company is well collateralized and expects no loss in excess of specific allocations on the loans.

Commercial and Agricultural.  At December 31, 2008, the Company’s commercial and agricultural loans totaled $33.6 million, or approximately 21.1% of the total loan portfolio of the Company.  The majority of agricultural and commercial non-real estate loans are written for one to five years. These loans may bear interest at a fixed or variable rate and are amortized over a 15-year to 20-year period. Fixed rates are established by the Company’s management after considering the cost of funds to the Company as well as the rates of competing institutions.  The variable rate is generally based upon the national prime rate as disclosed in The Wall Street Journal.  Principal and interest payments on commercial loans generally are required monthly; whereas, payments on agricultural loans vary from monthly, quarterly, semi-annually, and annually.  At December 31, 2008, the Company had two commercial non-real estate loans totaling $59,000 that were past due in excess of 90 days. There were no agricultural non-real estate loans at December 31, 2008 that were past due in excess of 90 days. Management feels

5

the Company is well collateralized and expects no loss in excess of specific allocations on the loans.

All commercial and agricultural borrowers, both existing and new, are required by a Company policy to have a current financial statement no older than one year.  Borrowers also are required to provide the Company with recent tax returns and pro forma projections.  Using certain computer programs and the data supplied by borrowers, the loan officers produce additional financial information utilized in analyzing the loans and the borrowers.  The general nature of the collateral securing the Company’s commercial and agricultural loans consists of equipment, farm products, crops, inventory, chattel paper, accounts receivable, and general intangibles.  The Company’s loan-to-value ratio with respect to agricultural and commercial non-real estate loans averages 66 2/3% to 75% of the value of the collateral securing the loan.

Interest Rates and Fees.  Interest rates and fees charged on the Company’s loans are affected primarily by the market demand for loans and the supply of money available for lending purposes.  These factors are affected by, among other things, general economic conditions and the policies of the federal government, including the Federal Reserve Board, legislative tax policies, and governmental budgetary matters.

Non-Performing Loans.  When a borrower fails to make a required payment on a loan and does not cure the delinquency within 30 days, the loan is classified as delinquent.  In this event, the normal procedure followed by the Company is to make contact with the borrower at prescribed intervals in an effort to bring the loan to a current status.  In most cases, delinquencies are cured promptly, but, if not, the Company normally records a notice of default, subject to any required prior notice to the borrower, and commences foreclosure proceedings when loan payments are 120 days past due.

At December 31, 2008, the Company had 51 loans delinquent for 30 to 90 days in an aggregate principal amount of $2.8 million, representing 1.7% of the total loan portfolio.  At December 31, 2008, the Company had thirteen loans totaling $3.1 million delinquent for more than 90 days.

It is the Company’s policy to discontinue the accrual of interest income on any loan when, in accordance with banking regulations or in the opinion of management, there is reasonable doubt as to the collectibility of interest or principal.  Interest on these loans is credited to income only when the collection of principal is reasonably assured and only to the extent interest payments are received.  If management feels collection of both interest and principal is probable, the loan is not transferred to nonaccrual status.  At December 31, 2008, there were seven loans totaling $965,000, on nonaccrual status. Management feels the Company is well collateralized and expects no loss in excess of specific allocations on the loans.

As a result of economic conditions and other factors beyond the Company’s control, the Company’s future loss and delinquency experience cannot be predicted with certainty.

6

The nonperforming assets of the Company as of December 31 are indicated below:

	2008			2007			2006			2005			2004
Nonaccrual loans	$	965		$	1,163		$	362		$	—		$	161
Loans 90 days past due and still accruing interest	2,098			701			305			1,337			727
Other real estate owned	310			325			118			88			—
Total nonperforming assets	$	3,373		$	2,189		$	785		$	1,425		$	888
Nonperforming loans as a percentage of total loans	2.11		%	1.13		%	.49		%	.88		%	.66		%
Nonperforming assets as a percentage of total assets	1.23			.81			.28			.51			.31
Nonperforming loans as a percentage of the allowance for loan losses	209.24			117.38			48.59			99.48			75.64

The effect of nonaccrual loans upon interest income is not deemed to be material by management.  Loans are placed in nonaccrual status when 90 days past due, unless they are fully secured and in the process of collection.  At December 31, 2008, there were other impaired loans with specific reserve allocations classified as problem loans that were not included above.  Management also maintains a report on loans requiring attention that includes loans greater than 60 days delinquent or other loans as deemed necessary by the Company’s internal loan review or the loan committee.  The total of loans requiring attention as of December 31, 2008 was $10.8 million.

Allowance for Losses on Loans.  In originating loans, the Company recognizes that losses will be experienced on loans and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the security for the loan.  The Company maintains an allowance for loan losses to absorb probable incurred credit losses inherent in the loan portfolio.  The allowance for loan losses represents management’s estimate of probable incurred losses based on information available as of the date of the financial statements.  The allowance for loan losses is based on management’s evaluation of the collectibility of the loan portfolio, including past loan loss experience, known and inherent risks in the nature and volume of the portfolio, information about specific borrower situations, estimated collateral values, and economic conditions.

The loan portfolio and other credit exposures are regularly reviewed by management to evaluate the adequacy of the allowance for loan losses.  The methodology for assessing the appropriateness of the allowance includes comparisons to actual losses, industry data and economic conditions.  In addition, the regulatory agencies, as an integral part of their

7

examination process, periodically review the Company’s allowance for loan losses.  Such agencies may require the Company to make additional provisions for estimated losses based upon judgments different from those of management.

In connection with assessing the allowance, loss factors are applied to various pools of outstanding loans.  The Company segregates the loan portfolio according to risk characteristics (i.e., mortgage loans, commercial real estate, agricultural, business, consumer, etc.) and risk gradings.  Loss factors are derived using the Company’s historical loss experience and may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date.  Commercial real estate and commercial business loans are individually evaluated for impairment and specific reserves are allocated as needed in accordance with Statement of Financial Accounting Standards No. 114 and No. 118.

In addition, management assesses the allowance using factors that cannot be associated with specific credit or loan categories.  These factors include management’s subjective evaluation of local and economic and business conditions, portfolio concentration and changes in the character and size of the loan portfolio.  The allowance methodology reflects management’s objective that the overall allowance appropriately reflects a margin for the imprecision necessarily inherent in the estimates of expected credit losses.

The allowance for loan losses is established through a charge to operations at the time loan value becomes impaired or, in the judgment of management, other subjective factors warrant additional reserves. As noted in the previous table, nonperforming loans increased by $1.2 million in 2008 after increasing by $1.4 million during 2007.  Management considered this information along with other portfolio trends when considering the adequacy of the allowance for loan losses at December 31, 2008 to absorb probable losses on existing loans. At December 31, 2008, the balance in the allowance for loan losses was $1.6 million, or 1.01% of gross loans outstanding.  Management has concluded that the allowance for loan losses is adequate at December 31, 2008. However, there can be no assurance that the allowance for loan losses is adequate to cover such losses.

The Company had two properties valued at a total of $310,000, resulting from foreclosure, classified as other real estate owned at December 31, 2008. Other real estate is generally carried at the lower of cost or estimated market value.

8

Summary of Loan Loss Experience. The allowance for loan losses is maintained by management at a level considered adequate to cover losses that are currently anticipated based upon past loss experience, general economic conditions, information about specific borrower situations, including their financial position and collateral values, and other factors and estimates which are subject to change over time.

Loan loss experience for the five years ended December 31, 2008 is summarized as follows:

	2008			2007			2006			2005			2004
Balance of the allowance for loan losses at beginning of year	$	1,588		$	1,463		$	1,344		$	1,174		$	1,049
Charge-offs
Real Estate	77			16			2			—			63
Commercial	41			67			34			71			—
Installment	89			55			81			145			210
Total charge-offs	207			138			117			216			273
Recoveries
Real Estate	1			—			1			8			—
Commercial	16			56			9			16			4
Installment	44			27			46			62			94
Total recoveries	61			83			56			86			98
Net charge-offs	146			55			61			130			175
Provision	170			180			180			300			300
Balance at end of year	$	1,612		$	1,588		$	1,463		$	1,344		$	1,174
Net charge-offs to average total loans	.09		%	.03		%	.04		%	.09		%	.13		%
Allowance for loan losses to total loans at year-end	1.01			.96			.91			.88			.87

9

The Company’s allocation of the allowance for loan losses as of December 31 is presented below:

	2008				2007				2006				2005				2004
			Percent				Percent				Percent				Percent				Percent
			of Total				of Total				of Total				of Total				of Total
	Amount		Loans		Amount		Loans		Amount		Loans		Amount		Loans		Amount		Loans
Real estate loans	$	1,196	74.2	%	$	1,179	72.9	%	$	253	63.7	%	$	131	62.5	%	$	234	19.9	%
Commercial and agricultural loans	336		20.8		248		17.1		633		24.6		613		22.0		519		44.2
Installment loans	51		3.2		74		10.0		97		11.7		141		15.5		185		15.8
Unallocated	29		1.8		87		N/A		480		N/A		459		N/A		236		N/A
Balance at end of year	$	1,612	100.0	%	$	1588	100.0	%	$	1,463	100.0	%	$	1,344	100.0	%	$	1,174	100.0	%

Investment Activities

The investment policies of the Company, as established by the Board of Directors, attempt to provide and maintain liquidity, generate a favorable return on investments without incurring undue interest rate and credit risk, and complement the Company’s lending activities.  The policies provide the authority to invest in United States Treasury and federal agency securities, mortgage-backed securities, municipal securities, equity securities, and certificates of deposits.

Approximately $3.8 million of the States and political subdivisions bonds held at December 31, 2008 are callable at the option of the issuer, which represent limited prepayment risk to the Company.

As of December 31, 2008, the Company had approximately $14.5 million invested in municipalities located within LaSalle County, Illinois.

The Company purchased $2.0 million of index powered certificates of deposit between 2003 and 2008. These deposits were placed with multiple issuers so that all of the principal deposited is insured through the FDIC. Income returns are not guaranteed for these instruments, however principal is guaranteed if held to maturity.

10

Securities Portfolio.

The following table shows the maturity distribution of the available-for-sale securities portfolio and the weighted average yield of the portfolio at December 31, 2008.

			Weighted		One to		Weighted		Five		Weighted		Over		Weighted				Weighted
	One Year		Average		Five		Average		to Ten		Average		Ten		Average				Average
	or Less		Yield		Years		Yield		Years		Yield		Years		Yield		Total		Yield
U.S. Treasury securities	$	—	—	%	$	1,084	3.62	%	$	—	—	%	$	—	—	%	$	1,084	3.62	%
U.S. Government agencies	10,240		3.97		1,550		3.94		—		—		—		—		11,790		3.97
States and political subdivisions	10,145		3.76		24,783		3.22		4,160		4.82		—		—		39,088		3.53
Mortgage-backed securities and collateralized obligations (1)	1,175		3.71		3,536		4.29		125		8.54		134		8.06		4,970		4.36
Corporate bonds	—		—		—		—		—		—		—		—		—		—
Equity securities	893		N/A		—		—		—		—		—		—		893		N/A
Total securities	$	22,453	3.86	%	$	30,953	3.39	%	$	4,285	4.92	%	$	134	8.06	%	$	57,825	3.69	%

(1)  Mortgage-backed securities reflect the contractual maturity of the related instrument.

11

Deposits.

The Company offers deposit services, including demand, savings, and time deposit accounts and programs, which include interest-bearing and non-interest-bearing demand deposits and individual retirement accounts.  The Company believes it has a stable deposit base.  Management believes that this stability is due to the Company’s emphasis on being a locally owned and operated bank and by providing quality, personalized service to its customers.

The following table shows the Company’s average balances and rates paid during the years shown.

	For the Years Ended December 31,
	2008						2007						2006
	Average Balance		Percent of Deposits				Average Balance		Percent of Deposits		Rate		Average Balance		Percent of Deposits		Rate
					Rate
Noninterest-bearing demand deposits	$	33,961	14.0	%	—	%	$	31,759	13.0	%	—	%	$	30,173	11.8	%	—	%
Interest-bearing demand and money market accounts	95,138		39.2		1.07		98,592		40.3		2.25		93,042		36.5		2.19
Savings accounts	22,739		9.4		.51		23,418		9.5		.53		25,067		9.8		.52
Time deposit accounts	90,715		37.4		3.86		90,970		37.2		4.22		106,750		41.9		3.81
	$	242,553	100.0	%	2.24	%	$	244,739	100.0	%	2.92	%	$	255,032	100.0	%	2.80	%

The distribution of the major components of deposits as of December 31, 2008 and 2007 is summarized in the balance sheets included in the 2008 consolidated financial statements, which consolidated financial statements are incorporated herein by reference. The following is a maturity distribution of time certificates of deposit of $100,000 or more at December 31, 2008:

	Balance		Percentage
Maturity
Three months or less	$	10,822	35.1	%
Over three months to six months	4,265		13.8
Over six months to one year	6,373		20.6
Over one year	9,408		30.5
Total	$	30,868	100.0	%

12

Borrowings

The Company’s other available sources of funds include financing arrangements for securities sold under agreements to repurchase, federal funds purchased lines, an unsecured line of credit with Marshall & Ilsley Bank and Federal Home Loan Bank borrowings. Total borrowings increased $6.0 million in 2008 as a result of $6.0 million in Federal Home Loan Bank advances in 2008.Total borrowings increased $17,000 in 2007 as a result of a draw on the line of credit in December 2007. The Bank maintains physical control of all securities sold under repurchase agreements. There were no outstanding securities sold under agreements to repurchase during 2008 or 2007. Information concerning securities sold under agreements to repurchase is summarized as follows:

	2008			2007			2006
Balance at December 31	$	—		$	—		$	—
Weighted average interest rate during the year	1.56		%	—		%	—		%
Weighted average interest rate at the end of the year	—		%	—		%	—		%
Maximum month-end balance	$	2,000		$	—		$	—
Average balance for the year	77			—			—

Trust

The Company’s trust department primarily services LaSalle County and surrounding counties.  At December 31, 2008, the trust department had 350 accounts under management, 177 of which were discretionary accounts.  The trust department provides a full complement of asset management services for personal trusts, estates, and agencies.  At December 31, 2008, the trust department had assets under management of approximately $80.4 million, of which $72.2 million was in discretionary accounts.

The Company, in conjunction with its trust department, also provides farm management services.  At December 31, 2008, the department managed 42 farms.  The department manages or directs approximately 5,916 acres of farmland in LaSalle County, Illinois and surrounding counties.

Competition

The Company has active competition in all product and service areas in which it presently engages.  The Company not only competes for commercial and individual deposits, loans, and trust business with other LaSalle, Grundy, and Kendall County, Illinois banks, but also with savings and loan associations, credit unions, and other financial service companies located in and around LaSalle, Grundy and Kendall County.  Many of these competitors may not be subject to the same regulatory restrictions as the Company. There are approximately 18 commercial banks and 6 savings institutions with offices in LaSalle County, 10 commercial banks and 3 savings institutions in Grundy County, and 18 commercial banks and 2 savings institution in Kendall County.  In addition there are 10 credit unions located in the same city

13

markets. The principal methods of competition in the banking and financial services industry are quality of services to the customer; ease of access to services; and pricing of services, including interest rates paid on deposits, interest rates charged on borrowings, and fees charged for fiduciary services. The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services.

Employees

As of December 31, 2008, the Company had 95 employees, consisting of 79 full-time employees and 16 part-time employees.  The Company’s employees are not subject to a collective bargaining agreement, and management believes it has excellent relations with its staff.

Stock Repurchases

During 2008 and 2007, the Company repurchased 2,526 and 4,269 shares of its common stock for aggregate purchase prices of $197,000 and $335,000, respectively.

Website

The Company maintains a website at www.firstottawa.com.  The Company makes available free of charge on or through its website, the annual report on Form 10K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission.  The Company will also provide copies of its filings free of charge upon written request to: Ms. Cheryl Gage, Corporate Secretary, First Ottawa Bancshares, Inc. 701-705 LaSalle Street, P.O. Box 657, Ottawa, Illinois 61350. Additionally, all of the Company’s filings with the Securities and Exchange Commission are also available, free of charge, through the SEC’s website at www.sec.gov.

SUPERVISION AND REGULATION

General

Financial institutions, their holding companies and their affiliates are extensively regulated under federal and state law.  As a result, the growth and earnings performance of the Company may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory authorities, including the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Federal Deposit Insurance Corporation (the “FDIC”).  Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities and securities laws administered by the Securities and Exchange Commission (the “SEC”) and state securities authorities have an impact on the business of the Company. The effect of these statutes, regulations and regulatory policies may be significant, and cannot be predicted with a high degree of certainty.

14

Federal and state laws and regulations generally applicable to financial institutions regulate, among other things, the scope of business, the kinds and amounts of investments, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, mergers and consolidations and the payment of dividends. This system of supervision and regulation establishes a comprehensive framework for the respective operations of the Company and its subsidiaries and is intended primarily for the protection of the FDIC-insured deposits and depositors of the Bank, rather than stockholders. In addition to this generally applicable regulatory framework, recent turmoil in the credit markets prompted the enactment of unprecedented legislation that has allowed the U.S. Treasury to make equity capital available to qualifying financial institutions to help restore confidence and stability in the U.S. financial markets, which imposes additional requirements on institutions in which the U.S. Treasury Department invests.

Emergency Economic Stabilization Act of 2008.  Recent events in the U.S. and global financial markets, including the deterioration of the worldwide credit markets, have created significant challenges for financial institutions such as the Bank.  Dramatic declines in the housing market during the past year, marked by falling home prices and increasing levels of mortgage foreclosures, have resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks.  In addition, many lenders and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers, including other financial institutions, as a result of concern about the stability of the financial markets and the strength of counterparties.

In response to the crises affecting the U.S. banking system and financial markets and to bolster the distressed economy and improve consumer confidence in the financial system, on October 3, 2008, the U.S. Congress passed, and the President signed into law, the Emergency Economic Stabilization Act of 2008 (the “EESA”).  The EESA authorizes the Secretary of the U.S. Treasury (the “Treasury”) to implement various temporary emergency programs designed to strengthen the capital positions of financial institutions and stimulate the availability of credit within the U.S. financial system.  Financial institutions participating in certain of the programs established under the EESA will be required to adopt the Treasury’s standards for executive compensation and corporate governance.

The TARP Capital Purchase Program

On October 14, 2008, the Treasury announced that it will provide Tier 1 capital (in the form of perpetual preferred stock) to eligible financial institutions.  This program, known as the TARP Capital Purchase Program (the “CPP”), allocates $250 billion from the $700 billion authorized by the EESA to the Treasury for the purchase of senior preferred shares from qualifying financial institutions (the “CPP Preferred Stock”).  Eligible institutions will be able to sell equity interests to the Treasury in amounts equal to between 1% and 3% of the institution’s risk-weighted assets.  The CPP Preferred Stock will generally be non-voting and will pay dividends at the rate of 5% per annum for the first five years and thereafter at a rate of 9% per annum.  For public companies, in conjunction with the purchase of the CPP Preferred Stock, the Treasury will receive warrants to purchase common stock from the participating public institutions with an aggregate market price equal to 15% of the preferred stock investment.  Participating financial institutions will be required to adopt the Treasury’s

15

standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under the CPP.  The Treasury will determine specific eligibility and allocations for an interested financial institution after consultation with the appropriate federal banking agency. The deadline for public companies to submit an application to participate in the CPP was November 14, 2008.  The Company did not file an application to participate in the CPP.

The following is a summary of the material elements of the regulatory framework that applies to the Company and its subsidiaries.  It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those statutes, regulations and regulatory policies that are described. As such, the following is qualified in its entirety by reference to applicable law.  Any change in applicable statutes, regulations or regulatory policies may have a material effect on the business of the Company and its subsidiaries.

The Company

General.  The Company, as the sole stockholder of the Bank, is a bank holding company.  As a bank holding company, the Company is registered with, and is subject to regulation by, the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHCA”).  In accordance with Federal Reserve policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances where the Company might not otherwise do so.  Under the BHCA, the Company is subject to periodic examination by the Federal Reserve.  The Company is also required to file with the Federal Reserve periodic reports of the Company’s operations and such additional information regarding the Company and its subsidiaries as the Federal Reserve may require.

Acquisitions, Activities and Change in Control.  The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company.  Subject to certain conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company.

The BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their subsidiaries.  This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and

16

to own shares of companies engaged in, certain businesses found by the Federal Reserve to be “so closely related to banking ... as to be a proper incident thereto.”  This authority would permit the Company to engage in a variety of banking-related businesses, including the ownership and operation of a thrift, or other entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development), and mortgage banking and brokerage. The BHCA generally does not place territorial restrictions on the domestic activities of non-bank subsidiaries of bank holding companies.

Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature, incidental to any such financial activity or 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.  As of the date of this filing, the Company has not applied for approval to operate as a financial holding company.

Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator.  “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.

Capital Requirements.  Bank holding companies are required to maintain minimum levels of capital in accordance with Federal Reserve capital adequacy guidelines.  If capital levels fall below the minimum required levels, a bank holding company, among other things, may be denied approval to acquire or establish additional banks or non-bank businesses.

The Federal Reserve’s capital guidelines establish the following minimum regulatory capital requirements for bank holding companies: (i) a risk-based requirement expressed as a percentage of total assets weighted according to risk; and (ii) a leverage requirement expressed as a percentage of total assets.  The risk-based requirement consists of a minimum ratio of total capital to total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  The leverage requirement consists of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly rated companies, with a minimum requirement of 4% for all others.  For purposes of these capital standards, Tier 1 capital consists primarily of permanent stockholders’ equity less intangible assets (other than certain loan servicing rights and purchased credit card relationships). Total capital consists primarily of Tier 1 capital plus certain other debt and equity instruments that do not qualify as Tier 1 capital and a portion of the company’s allowance for loan and lease losses.

The risk-based and leverage standards described above are minimum requirements. Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit,

17

nontraditional activities or securities trading activities.  Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 capital less all intangible assets), well above the minimum levels.  As of December 31, 2008, the Company had regulatory capital in excess of the Federal Reserve’s minimum requirements.

Dividend Payments.  The Company’s ability to pay dividends to its stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies. As a Delaware corporation, the Company is subject to the limitations of the Delaware General Corporation Law (the “DGCL”). The DGCL allows the Company to pay dividends only out of its surplus (as defined and computed in accordance with the provisions of the DGCL) or if the Company has no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Additionally, policies of the Federal Reserve caution that a bank holding company should not pay cash dividends unless its net income available to common stockholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with its capital needs, asset quality, and overall financial condition.  The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations.  Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.

Federal Securities Regulation.  The Company’s common stock is registered with the SEC under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.

The Bank

General.  The Bank is a national bank, chartered by the OCC under the National Bank Act.  The deposit accounts of the Bank are insured by the FDIC’s Deposit Insurance Fund (“DIF���) to the maximum extent provided under federal law and FDIC regulations, and the Bank is a member of the Federal Reserve System.  As a national bank, the Bank is subject to the examination, supervision, reporting and enforcement requirements of the OCC, the chartering authority for national banks. The FDIC, as administrator of the DIF, also has regulatory authority over the Bank.

Deposit Insurance.  As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system whereby FDIC – insured depository institutions pay insurance premiums at rates based on their risk classification. An institution’s risk classification is assigned based on it’s capital levels, and the level of supervisory concern the institution poses to theregulators. Under the regulations of the FDIC, as presently in effect, insurance assessments range from 0.12% to 0.50% of total deposits for the first quarter 2009 assessment period only (subject to the application of assessment credits, if any, issued by the FDIC in 2008).

18

Effective April 1, 2009, insurance assessments will range from 0.07% to 0.78% of total deposits, depending on an institution’s risk classification, its levels of unsecured debt and secured liabilities, and, in certain cases, its level of brokered deposits.  In addition, the FDIC recently passed an interim rule authorizing the FDIC to impose an emergency special assessment equal to 0.20% of total deposits on June 30, 2009 (that will be collected on September 30, 2009), and further authorizing the FDIC to impose additional emergency special assessments after June 30, 2009, of up to 0.10% of total deposits, whenever the FDIC estimates that the reserve ratio of the DIF will fall to a level that the FDIC believes would adversely affect public confidence in federal deposit insurance or to a level that will be close to zero or negative at the end of a calendar quarter.  The interim rule, however, is subject to a 30-day comment period that will expire on April 2, 2009, and may be subject to change before any special assessments are imposed on insured depository institutions.

FDIC Temporary Liquidity Guarantee Program.  In connection with the recently enacted EESA and in conjunction with the Treasury’s actions to address the current credit and liquidity crisis in financial markets, the FDIC announced the Temporary Liquidity Guarantee Program, which will temporarily provide to participating institutions unlimited deposit insurance coverage for non-interest bearing transaction accounts maintained at FDIC insured institutions (the “transaction account guarantee program”), and provide a limited guarantee on certain newly-issued senior unsecured debt (the “debt guarantee program”).  For an initial 30-day period, all eligible financial institutions were automatically covered under this program without incurring any fees.  Institutions that did not opt out by December 5, 2008, will be subject to the following potential assessments for participation: (i) for the debt guarantee program, between 50 and 100 basis points per annum for eligible senior unsecured debt (depending on the maturity date) issued between October 14, 2008 and June 30, 2009; and (ii) for the transaction account guarantee program, 10 basis points per annum on amounts in excess of $250,000 in non-interest bearing transaction accounts from November 13, 2008 through and including December 31, 2009.  The Bank decided to continue to participate in these programs and did not opt out.  As a result, the Bank expects to incur fees associated with the programs.

FICO Assessments.     The Financing Corporation (“FICO”) is a mixed-ownership governmental corporation chartered by the former Federal Home Loan Bank Board pursuant to the Federal Savings and Loan Insurance Corporation Recapitalization Act of 1987 to function as a financing vehicle for the recapitalization of the former Federal Savings and Loan Insurance Corporation.  FICO issued 30-year non-callable bonds of approximately $8.2 billion that mature by 2019.  Since 1996, federal legislation has required that all FDIC-insured depository institutions pay assessments to cover interest payments on FICO’s outstanding obligations.  These FICO assessments are in addition to amounts assessed by the FDIC for deposit insurance. During the year ended December 31, 2008, the FICO assessment rate was approximately 0.01% of deposits.

Supervisory Assessments.  National banks are required to pay supervisory assessments to the OCC to fund the operations of the OCC.  The amount of the assessment is calculated using a formula that takes into account the bank’s size and its supervisory condition. During the year ended December 31, 2008, the Bank paid supervisory assessments to the OCC totaling $83,000.

19

Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses. The OCC has established the following minimum capital standards for national banks, such as the Bank: (i) a leverage requirement consisting of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly-rated banks with a minimum requirement of at least 4% for all others; and (ii) a risk-based capital requirement consisting of a minimum ratio of total capital to total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted assets of 4%. In general, the components of Tier 1 capital and total capital are the same as those for bank holding companies discussed above.

The capital requirements described above are minimum requirements. Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual institutions. For example, regulations of the OCC provide that additional capital may be required to take adequate account of, among other things, interest rate risk or the risks posed by concentrations of credit, nontraditional activities or securities trading activities.

Further, federal law and regulations provide various incentives for financial institutions to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a financial institution that is “well-capitalized” may qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities and may qualify for expedited processing of other required notices or applications. Additionally, one of the criteria that determines a bank holding company’s eligibility to operate as a financial holding company is a requirement that all of its financial institution subsidiaries be “well-capitalized.”  Under the regulations of the OCC, in order to be “well-capitalized” a financial institution must maintain a ratio of total capital to total risk-weighted assets of 10% or greater, a ratio of Tier 1 capital to total risk-weighted assets of 6% or greater and a ratio of Tier 1 capital to total assets of 5% or greater.

Federal law also provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions. The extent of the regulators’ powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation. Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to be acquired; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.

As of December 31, 2008: (i) the Bank was not subject to a directive from the OCC to increase its capital to an amount in excess of the minimum regulatory capital requirements; (ii) the Bank exceeded its minimum regulatory capital requirements under OCC capital adequacy guidelines; and (iii) the Bank was “well-capitalized,” as defined by OCC regulations.

20

Dividends. The primary source of funds for the Company is dividends from the Bank. Under the National Bank Act, a national bank may pay dividends out of its undivided profits in such amounts and at such times as the bank’s board of directors deems prudent. Without prior OCC approval, however, a national bank may not pay dividends in any calendar year that, in the aggregate, exceed the bank’s year-to-date net income plus the bank’s retained net income for the two preceding years.

The payment of dividends by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2008. As of December 31, 2008, approximately $342,000 was available to be paid as dividends by the Bank. Notwithstanding the availability of funds for dividends, however, the OCC may prohibit the payment of any dividends by the Bank if the OCC determines such payment would constitute an unsafe or unsound practice.

Insider Transactions. The Bank is subject to certain restrictions imposed by federal law on extensions of credit to the Company, on investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral for loans made by the Bank. Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to the directors and officers of the Company, to principal stockholders of the Company, and to “related interests” of such directors, officers and principal stockholders. In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of the Company or the Bank or a principal stockholder of the Company may obtain credit from banks with which the Bank maintains correspondent relationships.

Safety and Soundness Standards. The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions. The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.

In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the institution’s rate of growth, require the institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the

21

federal banking regulators, including cease and desist orders and civil money penalty assessments.

Branching Authority. National banks headquartered in Illinois, such as the Bank, have the same branching rights in Illinois as banks chartered under Illinois law, subject to OCC approval. Illinois law grants Illinois-chartered banks the authority to establish branches anywhere in the State of Illinois, subject to receipt of all required regulatory approvals.

Federal law permits state and national banks to merge with banks in other states subject to: (i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger. The establishment of new interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is permitted only in those states the laws of which expressly authorize such expansion.

Financial Subsidiaries. Under Federal law and OCC regulations, national banks are authorized to engage, through “financial subsidiaries,” in any activity that is permissible for a financial holding company and any activity that the Secretary of the Treasury, in consultation with the Federal Reserve, determines is financial in nature or incidental to any such financial activity, except (i) insurance underwriting, (ii) real estate development or real estate investment activities (unless otherwise permitted by law), (iii) insurance company portfolio investments and (iv) merchant banking. The authority of a national bank to invest in a financial subsidiary is subject to a number of conditions, including, among other things, requirements that the bank must be well-managed and well-capitalized (after deducting from capital the bank’s outstanding investments in financial subsidiaries). The Bank has not applied for approval to establish any financial subsidiaries.

Federal Reserve System. Federal Reserve regulations, as presently in effect, require depository institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts), as follows: for transaction accounts aggregating $44.4 million or less, the reserve requirement is 3% of total transaction accounts; and for transaction accounts aggregating in excess of $44.4 million, the reserve requirement is $1.023 million plus 10% of the aggregate amount of total transaction accounts in excess of $44.4 million. The first $10.3 million of otherwise reservable balances are exempted from the reserve requirements. These reserve requirements are subject to annual adjustment by the Federal Reserve. The Bank is in compliance with the foregoing requirements.

Item 1.A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 1.B.    Unresolved Staff Comments.

None

22

Item 2.        Properties.

The Company’s main office is located at 701-705 LaSalle Street, Ottawa, Illinois. The building is comprised of approximately 15,000 square feet. The main office building is a two-story structure constructed principally of masonry which was opened in 1865. The Company also operates eight branch office facilities. A limited service branch, which contains eight drive-thru lanes, is located at 300 West Madison Street, Ottawa, Illinois, a loan production office located at 426 Mondamin Street, Unit 1, Minooka, Illinois, and six full-service branches are located at 601 State Street, Ottawa, Illinois; 2771 North Columbus Street, Ottawa, Illinois; 1771 North Division Street, Morris, Illinois; 2324 North Bloomington Street, Streator, Illinois; 401 East Main Street, Streator, Illinois; and 1459 Cannonball Trail, Yorkville, Illinois. The Company has submitted an application with the Office of the Comptroller of Currency to relocate the branch located at 401 East Main Street in Streator, Illinois, to 409 East Bridge Street in Streator, Illinois. This relocation would be considered a short distance relocation as defined in 12 CFR 5.3(i) if and when it is approved. The main banking office and branch offices are owned by the Company in fee and are unencumbered. The loan production office space is leased for a three year term with renewal options for years four and five.

Item 3.        Legal Proceedings.

The Company is from time to time a party to legal proceedings in the ordinary course of business that are incidental to the business of banking. Neither the Company nor the Bank is engaged in any legal proceedings of a material nature as of the date of this 10K.

Item 4.        Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the quarter ended December 31, 2008.

23

PART II

Item 5.Market For Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information set forth under the caption “Price Range of Common Stock” on page 44 of the 2008 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10K) which is incorporated herein by reference.

The Company’s ability to pay dividends to stockholders is largely dependent upon the dividends it receives from the Bank, and the Bank is subject to regulatory limitations on the amount of cash dividends it may pay. See “Business — Supervision and Regulation — The Company — Dividends” and “Business - Supervision and Regulation — The Bank — Dividends” for a more detailed description of these limitations.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 2008 through October 31, 2008	0	0	0	0
November 1, 2008 through November 30, 2008	0	0	0	0
December 1, 2008 through December 31, 2008	0	0	0	0
Total	0	0	0	0

(1)Repurchased by the Company in open market purchases with third parties.

Item 6.Selected Financial Data

The information set forth under the caption “Selected Consolidated Financial Information” on page 1 of the 2008 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10K) is incorporated herein by reference.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 2 through 12 of the 2008 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10K) is incorporated herein by reference.

24

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

The information set forth under the caption “Quantitative and Qualitative Disclosures about Market Risk” on page 13 of the 2008 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10K) is incorporated herein by reference.

Item 8.Financial Statements and Supplementary Data

The consolidated financial statements of the Company and the Report of Independent Registered Public Accounting Firm as set forth on pages 17 through 43 of the 2008 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10K) are incorporated herein by reference:

	Annual Report to
	Stockholders Page
Report of Independent Registered Public Accounting Firm	18
Consolidated Balance Sheets as of December 31, 2008 and 2007	19
Consolidated Statements of Income for the years ended December 31, 2008, 2007, and 2006	20
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2008, 2007, and 2006	21
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007, and 2006	22
Notes to the Consolidated Financial Statements	23

The portions of the 2008 Annual Report to Stockholders which are not specifically incorporated by reference as a part of this Form 10-K are not deemed to be a part of this report.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

25

Item 9A.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer and Chief Financial Officer of the Company have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of December 31, 2008. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods indicated.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a—15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of December 31, 2008, management assessed the effectiveness of the Company’s internal control over financial reporting based on the framework established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2008 based on the criteria specified.

This Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 10-K.

Item 9B.Other Information

None

26

PART III

Item 10.Directors and Executive Officers and Corporate Governance

The information set forth under the captions “Election of Directors”, “Corporate Governance and the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of the Company’s Proxy Statement relating to the 2009 Annual Meeting of Stockholders is incorporated herein by reference.

Code of Business Conduct and Ethics

The Company has a code of business conduct and ethics in place that applies to all of its directors and employees. The code sets forth the standard of ethics that the Company expects all of its directors and employees to follow, including the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer. The code of business conduct and ethics is posted on the Company’s website at www.firstottawa.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to or waiver of the code with respect to the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and persons performing similar functions, by posting such information on its website.

Item 11.Executive Compensation

The information set forth under the caption “Executive Compensation” of the Company’s Proxy Statement relating to the 2009 Annual Meeting of Stockholders is incorporated herein by reference.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information set forth under the caption “Security Ownership of Certain Beneficial Owners” of the Company’s Proxy Statement relating to the 2009 Annual Meeting of Stockholders is incorporated herein by reference.

 Equity Compensation Plan Information

 The table below sets forth the following information as of December 31, 2008 for (i) all compensation plans previously approved by the Company’s stockholders and (ii) all compensation plans not previously approved by the Company’s stockholders:

(a)      the number of securities to be issued upon the exercise of outstanding options, warrants and rights;

(b)     the weighted-average exercise price of such outstanding options, warrants and rights; and

27

(c) other than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plans.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance
Equity compensation plans approved by security stockholders	50,829	$	72.17	95,700
Equity compensation plans not approved by security stockholders	0	0		0
Total	50,829	$	72.17	95,700

Item 13.     Certain Relationships and Related Transactions and Director Independence

The information set forth under the caption “Certain Relationships and Related Transactions and Director Independence” of the Company’s Proxy Statement relating to the 2009 Annual Meeting of Stockholders is incorporated herein by reference.

Item 14.     Principal Accounting Fees and Services

The information set forth under the caption “Independent Registered Public Accounting Firm” of the Company’s Proxy Statement relating to the 2009 Annual Meeting of Stockholders is incorporated herein by reference.

28

PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)	1.	Financial Statements
		All financial statements of the Registrant are incorporated herein by reference as set forth under Item 8, Part II of this report on Form 10-K.
	2.	Financial Statement Schedules
		Not applicable.
	3.	Exhibits (Numbered in accordance with Item 601 of Regulation S-K)
		The following exhibits are filed as part of this report:
		3(i)	Certificate of Incorporation of First Ottawa Bancshares, Inc.
		3(ii)	By-Laws of First Ottawa Bancshares, Inc.
		10.1	Employment Agreement for J. Brown*
		10.2	Executive Officer Bonus Plan*
		10.3	Employment Agreements for Executive Officers*
		10.4	Stock Incentive Plan
		10.5	Summary of Director Fees
		10.6	Form of Supplemental Nonqualified Retirement Agreement
		10.7	Employment Agreement for Vincent Easi*
		13.1	2008 Annual Report to Stockholders
		21.1	Subsidiaries
		31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
		31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
		32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*  Indicates management contract or compensation plan or arrangement.

29

 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST OTTAWA BANCSHARES, INC.
By:	/s/ Joachim Brown
	Joachim Brown, President and Chief Executive Officer (Principal Executive Officer)
By:	/s/ Vincent G. Easi
	Vincent G. Easi, Chief Financial Officer (Principal Financial and Accounting Officer)

Date:         March 25, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joachim Brown	Director and President/	March 25, 2009
Joachim Brown	Chief Executive Officer
/s/ Bradley J. Armstrong	Director	March 25, 2009
Bradley J. Armstrong
/s/ John L. Cantlin	Director	March 25, 2009
John L. Cantlin
/s/ Patty P. Godfrey	Director	March 25, 2009
Patty P. Godfrey
/s/ Thomas E. Haeberle	Director	March 25, 2009
Thomas E. Haeberle
/s/ Donald J. Harris	Director and Executive	March 25, 2009
Donald J. Harris	Vice President, Chief Operating
	Officer

30

/s/ Thomas P. Rooney	Director	March 25, 2009
Thomas P. Rooney
/s/ William J. Walsh	Director	March 25, 2009
William J. Walsh
/s/ Brian P. Zabel	Director	March 25, 2009
Brian P. Zabel

31

EXHIBIT INDEX

Exhibit  Number	Description	Incorporated by Reference to	Attached Hereto
3(i)	Certificate of Incorporation of First Ottawa Bancshares, Inc. (as amended)	Form 10K for the year ended 12/31/2002
3(ii)	By-Laws of First Ottawa Bancshares, Inc.	Form 10K for the year ended 12/31/2003
10.1	Employment Agreement for J. Brown	Form 10K for the year ended 12/31/2002
10.2	Executive Officer Bonus Plan	Form 10K for the year ended 12/31/2002
10.3	Employment Agreements for Executive Officers	Form 8K dated 6/10/05
10.4	Stock Incentive Plan	Form S-8 dated 8/1/03
10.5	Summary of Director Fees	Form 10K for the year ended 12/31/2004
10.6	Form of Supplemental Nonqualified Retirement Agreement	Form 10K for the year ended 12/31/2004
10.7	Employment Agreement for Vincent Easi	Form 8K dated 10/10/2007
13.1	2008 Annual Report to Stockholders		X
21.1	Subsidiaries		X
31.1	Certification of Chief Executive Officer		X
31.2	Certification of Chief Financial Officer		X
32.1	Certification of Chief Executive Officer		X
32.2	Certification of Chief Financial Officer		X

32