SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

OLD SECOND BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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[OLD SECOND BANCORP BANKS LOGO]
37 South River Street/ Aurora, IL 60507/ (630) 892-0202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 17, 2001

TO THE STOCKHOLDERS OF OLD SECOND BANCORP, INC.

The Annual Meeting of Stockholders of Old Second Bancorp, Inc., will be held on
Tuesday, April 17, 2001, at 11:00 a.m., central time, at the Corporation's
premises at 37 South River Street, Aurora, Illinois, for the following purposes:

1. The election of four directors to serve for a term of three
years. The Board of Directors' nominees are listed in the Proxy
Statement;

2. The ratification and approval of the selection of Ernst & Young
LLP, as the Corporation's independent accountants for the fiscal
year ending December 31, 2001; and

3. The transaction of such other business as may properly come
before the meeting or any postponement or adjournment thereof.

The Board of Directors of the Corporation has fixed the close of business on
March 5, 2001 as the record date for the determination of stockholders entitled
to notice of and to vote at this meeting and at any and all postponements or
adjournments thereof.

By Order of the Board of Directors

/s/ James Benson
James Benson
Chairman

/s/ William Skoglund
William Skoglund
Chief Executive Officer
and President

Aurora, Illinois
March 13, 2001

YOUR VOTE IS IMPORTANT
Even if you plan to attend the meeting in person, please date, sign, and return
your Proxy in the enclosed envelope. Prompt response is helpful and your
cooperation will be appreciated.

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 (the
"Corporation"), of proxies to be used at the Annual Meeting of Stockholders of
the Corporation to be held at the Corporation's premises at 37 South River
Street, Aurora, Illinois on April 17, 2001 at 11:00 a.m., central time, and at
any and all postponements or adjournments thereof.

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: (i) for the election of the nominees for director named in this Proxy
Statement; (ii) for the ratification and approval of the selection of Ernst &
Young LLP as the Corporation's independent accountants for the fiscal year
ending December 31, 2001; and (iii) in the discretion of the named proxies upon
such other matters as may properly come before the meeting or at any
postponement of adjournment thereof.

In order to be elected as a director, a nominee must receive a plurality of the
votes cast at the meeting for the election of directors. Since the four nominees
receiving the largest number of affirmative votes will be elected, shares
represented by proxies which are marked "withhold authority" or "abstain" will
have no effect on the outcome of the election. Ratification and approval of the
selection of Ernst & Young LLP as the Corporation's independent accountants
requires the affirmative vote of at least a majority of the votes cast at the
meeting on such matter. Shares represented by proxies which are marked "abstain"
as to any such matter will be counted as votes cast, which will have the same
effect as a negative vote on such matter. Proxies relating to "street name"
shares which are not voted by brokers on one matter will be treated as shares
present for purposes of determining the presence of a quorum but will not be
treated as votes cast as to such matter not voted upon.

A copy of the Corporation's Annual Report for the fiscal year ended December 31,
2000, which includes audited financial statements, is enclosed. This Proxy
Statement was mailed to stockholders on or about March 13, 2001.

COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the directors and
officers to file reports of ownership and changes in ownership of the
Corporation's Common Stock with the Securities and Exchange Commission. The
Corporation is required to disclose in this proxy statement any late filings of
those reports made by its directors and executive officers in fiscal 2000. Under
the Section 16(a) rules and subject to certain exceptions, directors and
executive officers are required to file a Form 4 on or before the tenth day
after the end of the month in which a change in beneficial ownership has
occurred. There are no delinquent filings to report for the fiscal year ended
December 31, 2000.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only holders of Common Stock of record at the close of business on March 5,
2001, will be entitled to vote at the Annual Meeting of Stockholders. At such
date, the Corporation had outstanding 5,832,094 shares of Common Stock. Each
share of Common Stock entitles the holder to one vote upon each matter to be
voted at the meeting.

To the best of the knowledge of the Corporation, no person, other than the Trust
Department of The Old Second National Bank of Aurora ("Old Second"), and the
Banc Funds, Chicago, Illinois owned beneficially more than 5% of the outstanding
voting securities of the Corporation as of December 31, 2000.

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NAME & ADDRESS NUMBER AND PERCENT OF SHARES
BENEFICIALLY OWNED
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Old Second Bancorp, Inc. (1) 418,854 (7.18%)
Profit Sharing Plan & Trust
37 South River Street
Aurora, Illinois 60507

Banc Funds (2) 384,456 (6.59%)
208 South LaSalle Street
Chicago, Illinois 60604
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(1) In addition, as of December 31, 2000, Old Second held in its Trust
Department, in various fiduciary capacities (other than as trustee of the
Corporation's Profit Sharing Plan and Trust), 669,973 shares of the
Corporation's Common Stock, or 11.48%, of the total outstanding shares. Old
Second had full voting power with respect to 346,846 of such shares and no
voting power with respect to the remaining shares. Old Second had full
investment power with respect to 212,944 shares and shared investment power
with respect to 156,593 shares.
(2) Of said shares, 22,402 shares of Common Stock are beneficially owned by BF
III, 68,674 shares of Common Stock are beneficially owned by T III, 113,550
shares of Common Stock are beneficially owned by BF IV, and 179,830 shares
of Common Stock are beneficially owned by BF V. Each fund disclaims
beneficial ownership of the shares of Common Stock beneficially owned by
each other fund.

The following table sets forth information as of December 31, 2000, with respect
to the ownership of shares of the Corporation's Common Stock held by each
director, director nominee, each executive officer, and all directors, and
executive officers of the Corporation as a group based solely upon information
received from such persons.

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COMMON STOCK BENEFICIALLY OWNED (1)
NAME NUMBER OF SHARES PERCENTAGE
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Walter Alexander 38,784 .66%
James Benson (2) 118,237 2.02%
Edward Bonifas (3) 3,349 .05%
J. Douglas Cheatham (4) 1,333 .02%
Marvin Fagel 14,152 .24%
William Kane 5,000 .08%
Kenneth Lindgren 34,000 .58%
Jesse Maberry 13,310 .22%
Gary McCarter 1,382 .02%
D. Chet McKee 11,832 .20%
William Meyer 21,139 .36%
Gerald Palmer 1,000 .01%
James Carl Schmitz (5) 262,820 4.50%
William B. Skoglund (6) 43,397 .74%
All Directors, Director Nominees and
Executive Officers as a group (14 persons) 569,735 9.76%
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(1) Includes ownership of securities by spouse (even though any beneficial
interest is disclaimed), and in the Corporation's Profit Sharing Plan and
Trust and the Corporation's Salary Savings Plan.
(2) Mr. Benson reached the mandatory retirement age of 70 on October 1, 2000.
He will continue to serve as Chairman of the Board of the Corporation
through December 31, 2001 and assumes Senior Director status for a period
of three years. See "Employment Contracts". Of the shares noted, 68,167 are
held in Profit Sharing and 4,543 are held in 401(k).
(3) Mr. Bonifas was appointed to the Board in October of 2000 to fill the
unexpired term of Larry Schuster, who resigned in April 2000.
(4) Includes 833 shares issuable pursuant to options held by Mr. Cheatham as an
executive officer.
(5) The number of shares for Mr. Schmitz includes 262,720 shares held in the
Schmitz Family Trusts over which Mr. Schmitz has voting control.
(6) Includes 24,666 shares issuable pursuant to options held by Mr. Skoglund.
Also includes 14,435 shares held in Profit Sharing and 4,096 shares held in
401(k).

ELECTION OF DIRECTORS

Under the Corporation's Restated Certificate of Incorporation, the Board of
Directors is divided into three classes, approximately equal in number. Each
year the stockholders are asked to elect the members of a class for a term of
three years. This year four nominees named below have been recommended for
election as directors for a term ending at the Annual Meeting in 2004 or until
their successors are elected.

The Board of Directors has no reason to believe that any of the nominees will
not be available for election. However, if any such nominees are not available
for election, proxies may be voted for the election of other persons selected by
the Board of Directors.

Mr. Larry Schuster resigned from the Board of Directors as of April 18, 2000.
His term as director was to terminate in 2001. The Board of Directors has
appointed Edward Bonifas to take Mr. Schuster's place on the Board of Directors.
The Corporation acknowledges Mr. Schuster's years of service and expresses
appreciation for his significant contribution.

Mr. George Starmann resigned from the Board of Directors as of November 7, 2000.
His term as director was to terminate in 2001.

Further, Mr. Gary McCarter has resigned from the Board of Directors as of
December 31, 2000. His term as director was to terminate in 2001. As per the
By-Laws of the Corporation and because Mr. McCarter has been retired from
Farmers Insurance for three years, he was required to resign from the Board. The
Corporation acknowledges Mr. McCarter's years of service and expresses
appreciation for his significant contribution.

DIRECTOR NOMINEES

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NAME AGE PRINCIPAL OCCUPATION (1, 2)
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Walter Alexander 66 President, Alexander Lumber Co.,
and building material sales (1976)

Edward Bonifas 41 Vice President, Alarm Detection Systems Inc.,
alarm systems, CCTV, Card Access,
Locksmiths (2000)

William Meyer 53 President, William F. Meyer Co.,
A wholesale plumbing supply company (1995)

William B. Skoglund 50 President and CEO of the
Corporation, President and
CEO of Old Second (1992)
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(1) Unless otherwise indicated, each director nominee has been employed in his
principal occupation with the same organization or other responsible
position with the same organization for at least the last five years, or is
retired after having served in responsible positions with the organization
indicated.
(2) The date shown in parentheses refers to the year originally elected or
appointed to The Board of Directors of Old Second or the Corporation.
Pursuant to a reorganization in 1982, Old Second became a wholly-owned
subsidiary of the Corporation. Each director has served continuously since
the date indicated.

CONTINUING DIRECTORS

James Benson (3) 70 Chairman of the Board of the
(Senior Director) Corporation (1971)

Marvin Fagel (4) 53 President, Aurora Packing Co. and Chairman
of the Board and CEO, New City Packing
Company, a meat packing company (1996)

William Kane (4) 50 Partner, Label Printers Inc., a
printing company (1999)

Kenneth Lindgren (4) 60 President, Daco Incorporated, contract
manufacturer of machined components (1990)

Jesse Maberry (4) 57 Treasurer, Aurora Bearing Company,
manufacturer of rod end and spherical bearings (1985)

D. Chet McKee (5) 61 Vice President-Special Projects,
Rush-Copley Medical Center,
Formerly President and CEO,
Rush-Copley Medical Center (1978)

Gerald Palmer (5) 55 Vice President/General Manager,
Caterpillar Inc., construction equipment
manufacturer (1998)

James Carl Schmitz (5) 52 Tax Consultant, previously Director of
Taxes with H. B. Fuller Company (1998) and
previously tax specialist with KPMG LLP (1999)
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(1) Unless otherwise indicated, each director has been employed in his
principal occupation with the same organization or other responsible
position with the same organization for at least the last five years, or is
retired after having served in responsible positions with the organization
indicated.
(2) The date shown in parentheses refers to the year originally elected or
appointed to the Board of Directors of Old Second or the Corporation.
Pursuant to a reorganization in 1982, Old Second became a wholly-owned
subsidiary of the Corporation. Each director has served continuously since
the date indicated.
(3) Mr. Benson attained the age of 70 in October 2000; he will continue to
serve as Chairman of the Board of the Corporation for 2001 and assumes
Senior Director status for a period of three years.
(4) Serves as director until 2002.
(5) Serves as director until 2003.

Walter Alexander, a director nominee of the Corporation, 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. Gerald Palmer, a director
of the Corporation, is also a director of JLG Industries, a corporation with a
class of securities registered pursuant to Section 12 of the Exchange Act.

Upon attaining age 70, an elected director assumes the status of a Senior
Director for a period of three years. Every senior director has a right to
attend all Board of Director meetings 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. Currently, the only senior member
of the Board of Directors is Chairman James Benson.

The Board of Directors of the Corporation has established Audit and Nominating
Committees, as well as other committees, to assist in the discharge of its
responsibilities. The principal responsibilities of the Audit and Nominating
Committees are described below. The members of each committee serve on the
respective committees during the period between annual stockholders' meetings.
The Corporation does not have a Compensation Committee, since compensation
levels are determined by the Board of Directors of each subsidiary of the
Corporation. The Corporation's executive officers also are executive officers of
Old Second, and are compensated by Old Second rather than the Corporation;
accordingly, their compensation is determined and approved by the Compensation
Committee and Board of Directors of Old Second. The members of the Corporation's
Audit Committee during 2000 were Messrs. Alexander, Kane, McCarter, McKee, and
Schmitz. The Audit Committee met six times during 2000 and Walter Alexander,
Chairman of the Audit Committee, met on a quarterly basis with the independent
accountants. The Audit Committee Charter sets forth the duties and
responsibilities of the Audit Committee.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board is responsible for providing objective and
independent oversight of the Corporation's accounting functions and internal
controls. Such oversight responsibility includes, but is not limited to,
responsibility relating to the Corporation's financial statements and the
financial reporting process, the systems of internal accounting and financial
controls, the internal audit compliance and other programs as established by
management and the Board. This responsibility is for the benefit of the
stockholders, potential stockholders, and the investment community. The
Committee undertakes to maintain free and open communication between the
Committee, independent accountants, internal auditors and management of the
Corporation. The Committee is empowered to investigate any matter brought to its
attention with full access to all books, records, facilities, and personnel of
the Corporation and the power to retain outside counsel or other experts for
this purpose.

The Committee is appointed by the Board of Directors and is comprised of at
least three directors, each of whom is independent of management and the
Corporation, and acts

under a written charter that was approved on May 16, 2000. Each of the members
of the Committee is independent as defined by the Corporation policy and Nasdaq
listing standards. All committee members are financially literate and at least
one member has accounting or related financial management expertise. A copy of
the Committee Charter is attached to this Proxy Statement as "Appendix A."

The responsibilities of the Committee include recommending to the Board of
Directors an accounting firm to be engaged as the Corporation's independent
accountants. As appropriate, the Committee reviews and evaluates, consults, and
discusses with the Corporation's management, its internal audit personnel and
independent accountants the following:

- The plan for, and the independent accountant report on, each audit of
the Corporation's financial statements.

- The Corporation's financial disclosure documents, including all
financial statements and reports filed with the SEC or sent to
stockholders.

- Changes in the Corporation's accounting practices, principles,
controls or methodologies, or in the Corporation's financial
statements.

- Significant developments in accounting rules.

- The adequacy of the Corporation's internal accounting controls, and
accounting, financial and auditing personnel.

- The establishment and maintenance of an environment at the Corporation
that fosters ethical behavior.

During the year 2000, the Committee reviewed and obtained approval of the Audit
Committee Charter which it believes appropriately complies with the standards of
SEC regulations and Nasdaq listing standards. After appropriate review, the
Committee determined that it had fulfilled its responsibilities under the
Committee Charter.

The Committee is responsible for recommending to the Board of Directors that the
Corporation's financial statements be included in the Corporation's annual
report. For the year of 2000, a given number of steps were taken in making such
recommendations. Initially, the Committee discussed with Ernst & Young LLP, the
Corporation's independent accountants for 2000, those matters Ernst & Young LLP
communicated to and discussed with the Committee under applicable auditing
standards, i.e. SAS 61, including information regarding the scope and results of
the audit. The Committee discussed the audit with management of the Corporation.
These communications and discussions are intended to assist the Committee in
overseeing the financial reporting and disclosure process.

Second, the Committee discussed Ernst & Young's independence with Ernst & Young
LLP and received a letter from Ernst & Young LLP concerning independence as
required under applicable independence standards, i.e., ISE Standard #1, for
auditors of public companies. The discussion and disclosure confirmed Ernst &
Young's independence, and assisted the Committee in evaluating such
independence. The Committee adheres strongly to the principles underlying the
requirement that independent accountants maintain their independence in strict
compliance with appropriate independence rules.

Lastly, the Committee reviewed and discussed with the Corporation's management
and Ernst & Young LLP, the Corporation's consolidated balance sheets at December
31, 2000 and 1999, and consolidated statements of income, cash flows and
stockholders' equity for the three years ended December 31, 2000. Based on
discussions with Ernst & Young LLP regarding the audit, the independence
discussions, and the financial statement review, or any other matters deemed
relevant by the Committee, the Committee recommended to the Board that these
financial statements be included in the Corporation's 2000 Annual Report on Form
10-K.

AUDIT COMMITTEE

Walter Alexander, Chairman
William Kane
Gary McCarter
D. Chet McKee
James Schmitz

The members of the Corporation's Nominating Committee during 2000 were Messrs.
Alexander, Benson, Lindgren, Maberry, McKee, Skoglund, and Starmann (until Mr.
Starmann's resignation on November 7, 2000). The committee reviews the
qualifications of, and recommends to the Board, candidates to fill Board
vacancies as they may occur during the year. The Nominating Committee will
consider suggestions from all sources, including stockholders, regarding
possible candidates for director. Such suggestions, together with appropriate
biographical information, should be submitted to the Corporation. This committee
met one time during 2000.

The Board of Directors held 12 meetings during 2000. Actions taken by any
committee of the Board are reported to the Board of Directors, usually at its
next meeting. During 2000, all of the directors attended at least 75% of the
aggregate of the Corporation's Board of Directors meetings and meetings of the
committees on which they served.

All persons who serve as directors of the Corporation also serve as directors of
Old Second. No fees are paid by the Corporation to the directors in their
capacity as directors of the Corporation, and no fees are paid by Old Second to
employee directors in their capacity as directors of Old Second. During 2000,
Old Second paid directors' fees to non-employee directors which consisted of a
$3,500 annual retainer fee, $500 for each Board of Directors meeting attended,
and $200 for each committee meeting attended.

EXECUTIVE COMPENSATION

The Corporation has an annual incentive bonus program which was adopted in 1999,
with pay outs commencing in the fiscal year 2000. Under this plan, the
Compensation Committee of the Board of Directors and senior management establish
a projected target award based on performance factors for specified employees. A
bonus may or may not be paid at year end, depending on an assessment of
performance against designated factors and goals.

The President/Chief Executive Officer's annual incentive bonus is based on
factors of corporate performance. The annual incentive bonuses of other
employees are based upon allocations of corporate and individual components that
will fluctuate from person to person, based on individual performance.

The Plan permits the Compensation Committee of the Board of Directors to
designate any officers or key management employee of the Corporation, or any of
its subsidiaries (an undeterminable number of persons) as participants. The
Compensation Committee annually selects a peer group, consisting of bank holding
companies or financial holding companies, with assets of similar size. The
Compensation Committee will then ascertain an annual performance goal. The
annual performance goal will be any one or a combination of:

- The relative ranking of the Corporation's performance among members of
its designated peer group;
- A method of relating the Corporation's performance to the performance
of members of the designated peer group; and/or
- Achievement by the Corporation of specified, absolute levels of
performance which are uncertain when specified.

Performance of both the Corporation and any member of a peer group will be
determined by any one or a combination of the following business criteria, as
specified by the Compensation Committee: net income, net income per share,
return on equity, operating income, operating income per share, return on
average assets or operating income return on equity. Payment of an incentive
bonus to a participant is entirely contingent upon the attainment of the
performance goal of the year established by the Compensation Committee during
the first quarter of the year. The incentive bonus will be paid as soon as
feasible following final determination and certification by the Compensation
Committee of the amount payable for year.

Bonuses payable in 2000 include, but are not limited to, the following
individuals: William Skoglund and J. Douglas Cheatham. The Plan operates on a
fiscal year basis. Selection as a participant for a year is limited to that year
and does not ensure selection for any other year.

The following table sets forth information with respect to compensation paid for
the fiscal years ended December 31, 2000, 1999, and 1998 to those persons who
were at any time during 2000: (i) the chief executive officer, and (ii) the
other executive officers of the Corporation whose annual salary exceeded
$100,000.

SUMMARY COMPENSATION TABLE

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LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- -------------------
NAME AND OTHER ANNUAL SECURITIES ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) (1) COMPENSATION UNDERLYING COMPENSATION ($) (2)
($) (3) OPTIONS
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JAMES BENSON 2000 $120,000 0 0 0
Chairman of the Board 1999 $108,750 $ 5,428 0 0
of the Corporation and 1998 $115,165 0 0 0
Retired Chief Executive
Officer of the Corporation

WILLIAM B. SKOGLUND 2000 $289,750 $37,440 $10,000 $17,261
President and Chief 1999 $258,822 $ 5,332 $ 8,500 $16,511
Executive Officer 1998 $227,633 0 $ 8,000 $14,796
of the Corporation;
President and Chief Executive
Officer of Old Second

J. DOUGLAS CHEATHAM 2000 $156,000 $25,020 $ 4,000 $ 7,095
Chief Financial Officer 1999 $ 93,750 0 $ 2,500 $ 25,000 (4)
of the Corporation

GEORGE STARMANN III (5) 2000 $225,496 $24,720 0 $ 15,207
Executive Vice 1999 $208,281 $12,344 $ 5,000 $ 14,457
President and Secretary 1998 $195,325 0 $ 6,300 $ 13,476
of the Corporation; Executive
Vice President and Senior Trust
Officer of Old Second
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(1) Salary amounts for Mr. Benson include director fees received from the
Corporation's subsidiaries in the amounts of $32,200, $28,750, and $37,750
for the years 2000, 1999, and 1998 respectively. Salary amounts for Mr.
Skoglund include director fees received from the Corporation's subsidiaries
in the amounts of $16,750 for 2000, $16,800 for 1999, and $14,950 for 1998.
Salary amounts for Mr. Starmann include director fees received from the
Corporation's subsidiary Mortgage Company of $3,600 for 2000.
(2) The amounts shown for 2000 represent the contribution to (i) the
Corporation's qualified Profit Sharing Plan and Trust in the amounts of
$9,350 each for Messrs. Skoglund and Starmann, and $5,203 for Mr. Cheatham;
(ii) the Corporation's Salary Savings Plan in the amount of $3,400 each for
Messrs. Skoglund and Starmann, and $1,892 for Mr. Cheatham as vested and
accrued during 2000; and (iii) the Corporation's nonqualified Supplemental
Executive Retirement Plan ("SERP") in the amounts of $4,511 and $2,457 for
Messrs. Skoglund and Starmann, respectively.
(3) Included in column "Other Annual Compensation" is a bonus payable in 2000
and included in column "Other Annual Compensation" is a car allowance for
the year ending 1999.
(4) This amount represents a signing bonus as provided for in Mr. Cheatham's
Employment Agreement.
(5) Mr. Starmann resigned as Executive Vice President and from the Board of
Directors as of November 7, 2000.

OPTION GRANTS

The following table provides information about stock options granted during 2000
to the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR*

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INDIVIDUAL GRANT
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
TOTAL OPTIONS ANNUAL RATES OF STOCK
GRANTED TO EXERCISE PRICE APPRECIATION
OPTIONS EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
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J. Douglas Cheatham 4,000 12.3% $23.75 12-19-10 $ 59,745 $151,406

William B. Skoglund 10,000 30.8% $23.75 12-19-10 $149,362 $378,514
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*Messrs. Cheatham and Skoglund received the 2000 options on December 19, 2000.
One third of the options granted vest and become exercisable on each of the
first three anniversaries of their grant date.

STOCK OPTION EXERCISES AND HOLDINGS

The following table provides information on shares underlying options
exercisable at the end of 2000 and options exercised during 2000 for the Named
Executive Officers.

AGGREGATED OPTION EXERCISES AND YEAR-END VALUE FOR 2000

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SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS HELD AT MONEY OPTIONS HELD AT FISCAL
FISCAL YEAR-END YEAR-END (1)
---------------------------- --------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------

J. Douglas Cheatham 0 0 833 5,667 $ 0 $ 0
William B. Skoglund 0 0 24,666 18,334 $51,699 $ 0
George Starmann III 0 0 26,800 (2) 0 $47,663 $ 0
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(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on December 31, 2000
multiplied by the applicable number of shares.
(2) As a result of Mr. Starmann's resignation as of November 7, 2000, all of
his outstanding options became immediately vested and exercisable on such
date; the options shall remain exercisable for three years after the date
of his resignation.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors of Old Second has furnished
the following report on executive compensation.

The Corporation's executive officers are also executive officers of Old Second
and are compensated by Old Second and not the Corporation. Accordingly, their
compensation is determined and approved by the Compensation Committee and Board
of Directors of Old Second. The members of the Compensation Committee and Board
of Directors of Old Second are directors of both the Corporation and Old Second.
The members of the Compensation Committee during 2000 were Messrs. Alexander,
Fagel, Kane, McCarter, and Meyer. Although the executive officers are
compensated by Old Second and their compensation is determined by the
Compensation Committee of Old Second, their scope of authority for management of
the Corporation, as well as of Old Second, is an important consideration by the
Committee when establishing compensation.

COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES

The Corporation's mission is to maximize stockholder value over the long term.
To accomplish this mission, the Corporation has developed a comprehensive
business strategy that emphasizes superior financial products and customer
services. The Corporation believes its executive compensation program should
motivate its executives to both individually and collectively take actions that
support the attainment of this mission.

- The program of executive compensation should strengthen the
relationship between pay and performance by providing compensation
that is dependent upon the level of success in meeting specified
corporate goals.
- Compensation opportunities should enhance the Corporation's ability to
attract, retain, and encourage the development of exceptionally
knowledgeable and experienced executives upon whom, in large part, the
successful operation and management of the Corporation depends.
- Each program element should target compensation levels at rates that
are reflective of current market practices. Offering market-comparable
pay opportunities should allow the Corporation to maintain a stable,
successful management team.
- Competitive market data is provided by an independent consultant and
is published information comparing all midwestern banks of comparable
size.

ELEMENTS OF EXECUTIVE COMPENSATION
(a) BASE SALARIES

Annually, the Compensation Committee reviews each executive's base salary. It is
the Corporation's philosophy that base salaries offer security to executives and
allow the Corporation to attract competent executive talent and maintain a
stable management team. The Compensation Committee of Old Second targets base
salaries at market levels, though compensation may be adjusted above or below
the median based on company

performance. Initially, base salaries are determined by evaluating an
executive's level of responsibility, prior experience, education, breadth of
knowledge, internal performance objectives, and competitive compensation
programs for senior executives at comparable banks.

Adjustments to base salaries are driven primarily by corporate performance
measured primarily in terms of earnings per share, return on equity and assets,
and enhancement of book value per share. When measuring individual performance,
the Compensation Committee considers the executive's efforts in achieving
established financial and business objectives, managing and developing
employees, and enhancing long term relationships with customers.

Mr. Benson will continue as Chairman of the Board for the Corporation during
fiscal 2001. In determining Mr. Benson's salary in 2000, the Compensation
Committee considered Mr. Benson's continuing advisory role and his individual
performance and contributions. Accordingly, Mr. Benson's base consulting fee was
increased by 7% from his 1999 base consulting fee. As the President and Chief
Executive Officer of the Corporation, Mr. Skoglund's salary increased by 10% to
reflect a salary commensurate with his role and responsibilities. In determining
Mr. Skoglund's salary in 2000, the Compensation Committee also considered Mr.
Skoglund's individual performance and his long-term contributions to the success
of the Corporation. Overall, salary increases for the other senior executives
were at a rate comparable to the increases provided to similar executives at
other banks, as shown by survey data.

(b) STOCK OPTIONS

To establish a link between compensation and management's performance in
creating value for stockholders, top level management employees were granted
stock options during 2000 pursuant to the Corporation's Long-Term Incentive Plan
as approved by stockholders in 1994. To reinforce the Corporation's long-term
perspective and to help retain valued executives, these options vest ratably
over the three-year period following grant. Options are issued at the market
value of Corporation Common Shares on the date of the grant, thus providing
reward only for future stock appreciation. Future grants of option awards are
expected to be reviewed on an annual basis.

Named Executive Officers received stock option grants comparable to the
long-term incentive opportunity granted to individuals with the same or similar
position at various banks of similar size. The grants are similar in size to the
options that were granted in the previous fiscal year. The Compensation
Committee has determined that the compensation opportunities should reflect
overall corporate and individual achievement, as well as competitive
compensation practices.

Benefits offered to key executives serve a different purpose than does base
salary and other elements of compensation. In general, they provide a safety net
of protection against financial catastrophes that can result from illness,
disability, or death. Benefits

offered to key executives are generally those offered to the general employee
population with some variation to promote tax efficiency and replacement of
benefit opportunities lost to regulatory limits.

The Corporation offers eligible employees three tax-qualified retirement plans:
a 401(k) Savings plan, a profit sharing plan, and a pension plan. The pension
plan targets a 50% pay replacement, integrated with the participant's social
security benefits, at normal retirement age following a full career of service.
The 401(k) savings program authorizes a maximum voluntary salary deferral of up
to 12% (with a partial company match), subject to statutory limitations. The
profit sharing arrangement provides an annual discretionary contribution to the
retirement account of each employee based in part on the bank's profitability in
a given year, and on each participant's annual compensation. Excluding employees
of nonbanking subsidiaries who participate in the 401(k) plan only,
participation in these plans is likewise offered to the general employee
population of full-time salaried and regular part-time employees. Benefits under
these plans, taken as a whole, are competitive with comparable banks and bank
holding companies.

POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT

Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy to $1
million, unless certain requirements are met. The Compensation Committee has
carefully considered the impact of this tax code provision and has determined
that it is unlikely to affect the deductibility of compensation paid to
executive officers.

CONCLUSION

The Compensation Committee believes these executive compensation policies and
programs effectively serve the interests of stockholders and the Corporation.
The Compensation Committee believes these policies motivate executives to
contribute to the Corporation's overall future successes, thereby enhancing the
value of the Corporation for the stockholders' benefit.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF OLD SECOND

Mr. Walter Alexander
Mr. Marvin Fagel
Mr. William Kane
Mr. Gary McCarter
Mr. William Meyer

EMPLOYMENT CONTRACTS

Effective January 2, 1996, Mr. Benson retired as Chief Executive Officer of Old
Second. However, during 1996, 1997, and 1998 Mr. Benson continued in his
position as Chairman of the Board of the Corporation and retained the title of
Chief Executive Officer of the Corporation until June 1998 when Mr. Skoglund was
named President and Chief Executive Officer of the Corporation. As determined at
the Board of Directors meeting on December 19, 2000, Mr. Benson will continue in
his position as Chairman of the Board of the Corporation through December 31,
2001. As in the years 1996-2001, Mr. Benson will continue to serve on the Board
Committees of the mortgage company and banks in the holding company, will
participate in exit interviews with regulatory examiners, and will be available
to bank management as a consultant. In exchange for these and other services to
be performed during fiscal 2001, Mr. Benson will receive a fee of $87,800.

On January 1, 1997, Mr. Skoglund entered into a Compensation and Benefits
Assurance Agreement with the Corporation. The initial term of the agreement was
for one year, through December 31, 1997, but is automatically extended for
successive one-year periods, unless earlier terminated by either the executive
or the Corporation, in accordance with the applicable provisions thereof. The
agreement provides for lump-sum payments of severance benefits in the amount of
three times base salary for Mr. Skoglund in the event of a "Change in Control"
(as defined in the agreement) of the Corporation or Old Second and a qualifying
termination includes an involuntary termination without cause or a constructive
termination. Mr. Skoglund would also receive three years continuation of welfare
benefits, one year of outplacement services, accelerated vesting of stock
options or other incentive awards, plus any additional payment necessary to make
the executive whole for any excise taxes that may be imposed.

Mr. Cheatham, Chief Financial Officer of the Corporation, entered into a Benefit
Assurance Agreement with the Corporation on May 17, 1999. The initial term of
his Agreement was through December 31, 2000 but is automatically extended for
successive one-year periods, unless earlier terminated by him or the Corporation
in accordance with the terms of the agreement. This agreement provides for
lump-sum severance benefits in the amount of two times base salary in the event
of a "Change in Control" (as defined in the agreement) of the Corporation or Old
Second and a qualifying termination includes an involuntary termination without
cause or a constructive termination. He would receive two years continuation of
welfare benefits, one year of outplacement services, accelerated vesting of
stock options or other incentive awards, plus any additional payment necessary
to make him whole for any excise tax that may be imposed.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
OLD SECOND BANCORP INC; S&P 500; NASDAQ BANK INDEX
AND CUSTOM PEER GROUP

[GRAPH]

- ---------------------------------------------------------------------------------------------------
OLD SECOND NASDAQ CUSTOM
DATE BANCORP BANK INDEX S& P 500 PEER GROUP
- ---------------------------------------------------------------------------------------------------

December, 1995 $100.00 $100.00 $100.00 $100.00
December, 1996 $115.68 $129.23 $122.90 $115.51
December, 1997 $179.03 $215.10 $163.85 $195.42
December, 1998 $155.55 $193.01 $210.58 $176.97
December, 1999 $152.99 $181.87 $254.83 $160.84
December, 2000 $146.32 $213.94 $231.61 $157.13
- ---------------------------------------------------------------------------------------------------

*Total return assumes reinvestment of dividends on a quarterly basis.

The above graph represents the five-year cumulative total stockholder return for
the Corporation, the S&P 500, the Nasdaq Bank Index and Old Second Bancorp's
former peer group as of December 31, 2000. Merchants Bancorp Inc. is not
included in the peer group since it was acquired by another bank during 2000.
The former peer group includes First Oak Brook Bancshares Inc., Northern States
Financial Corporation and Princeton National Bancorp Inc. Going forward, the
Corporation intends to rely on the Nasdaq Bank Index rather than the Custom Peer
Group.

PENSION PLAN

Excluding employees of non-banking subsidiaries, all full-time salaried and
regular part-time employees who have completed one year of service are eligible
for participation in the Corporation's Pension Plan and the remuneration
credited each participant includes all direct salaries and wages paid. Generally
speaking, retirement benefits are based on final average monthly earnings during
the highest five consecutive years of employment during the last ten years
before retirement and integrates with a portion of the Primary Social Security
Benefit payable to the participant. A participant receives monthly the amount
calculated under the following formula: the monthly average of the 60 highest
paid consecutive months out of the final ten years of employment times the sum
of (i) 1-2/3% times the number of years of credited service up to a maximum of
30, and (ii) 1/2% times the year of credited service over 30 years; less
one-half the Primary Social Security Benefit payable to the participant.

The following table illustrates the annual amount of retirement income available
under both the Corporation's Pension Plan and SERP (after deducting 1/2 of the
social security benefit, but without limiting the retirement benefits for the
single plan defined benefit limit of Section 415(c), for the combined plan
Section 415 limits, and for the includable compensation limitation of Section
401(a)(17) of the Internal Revenue Code (the "Code")) from such plan for a
person 65 years of age in specified average earnings and years of service
classification. The SERP restores benefits lost under the Pension Plan due to
the limits imposed under Sections 401(a)(17) and 415 of the Code. The objective
of the SERP is to permit those employees who are affected by the limitations of
Code Sections 401(a)(17) and 415 to receive the same benefit they would have
received under the Pension Plan but for the limitations imposed by the Code.

In certain cases, a participant's actual benefit may be less than that provided
below:

- ------------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
---------------------------------------------------------------------------------------
COVERED
COMPENSATION 15 20 25 30 35 40
- ------------------------------------------------------------------------------------------------------------

$ 15,000 $ 2,250 $ 3,000 $ 3,750 $ 4,500 $ 5,250 $ 6,000
$ 25,000 $ 3,750 $ 5,000 $ 6,250 $ 7,500 $ 8,750 $ 10,000
$ 35,000 $ 5,426 $ 7,235 $ 9,043 $ 10,852 $ 12,250 $ 14,000
$ 50,000 $ 8,474 $11,299 $ 14,123 $ 16,948 $ 18,198 $ 20,000
$ 75,000 $14,223 $18,964 $ 23,705 $ 28,446 $ 30,321 $ 32,196
$100,000 $20,392 $27,189 $ 33,987 $ 40,784 $ 43,284 $ 45,784
$125,000 $26,642 $35,523 $ 44,403 $ 53,284 $ 56,409 $ 59,534
$150,000 $32,892 $43,856 $ 54,820 $ 65,784 $ 69,534 $ 73,284
$175,000 $39,142 $52,189 $ 65,237 $ 78,284 $ 82,659 $ 87,034
$200,000 $45,392 $60,523 $ 76,653 $ 90,784 $ 95,784 $100,784
$225,000 $51,642 $68,856 $ 86,070 $103,284 $108,909 $114,534
$250,000 $57,892 $77,189 $ 96,487 $115,784 $122,034 $128,284
$275,000 $64,142 $85,523 $106,903 $128,284 $135,159 $142,034
$300,000 $70,392 $93,856 $117,320 $140,784 $148,284 $155,784
- ------------------------------------------------------------------------------------------------------------

Covered compensation under the qualified and nonqualified pension formulas and
the respective years of credited service as of December 31, 2000 for the
executive officers named in the cash compensation table are as follows: William
B. Skoglund, $309,351 (28 years); George Starmann III, $246,617 (7 years); and
J. Douglas Cheatham, $181,020 (1 year).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Directors, director nominees, and executive officers of the Corporation and
their associates were customers of, and had transactions with, the Corporation
and its subsidiaries in the ordinary course of business during 2000. Additional
transactions may be expected to take place in the future. All outstanding loans,
commitments to loans, transactions in repurchase agreements and certificates of
deposit, and depository relationships, in the opinion of management, were made
on substantially the same terms, including interest rates, collateral, and
repayment terms on extensions of credit, as those prevailing at the time for
comparable transactions with other persons and in the ordinary course of
business and did not involve more than the normal risk of collectibility or
present unfavorable features. The total debt for all affiliated individuals as
named in the foregoing, including all loans, with The Old Second National Bank
represents 15.31% of stockholders' equity as of December 31, 2000.

PROPOSAL 2:

INDEPENDENT ACCOUNTANTS

Ernst & Young LLP , has been selected by the Corporation to be the Corporation's
independent accountants for the fiscal year ending December 31, 2001. The Board
of Directors will propose the adoption of a resolution at the Annual meeting
ratifying and approving the selection of Ernst & Young. Fees for the last fiscal
year were: Annual audit - $145,500, audit-related services - $16,000 and all
other services - $31,995. Audit-related services generally include fees for
benefit plan audits and SEC registration statements. All other services include
fees for the preparation of tax returns and other tax service. Representatives
of Ernst & Young are expected to be present at the Annual Meeting with the
opportunity to make a statement, if they desire to do so, and to be available to
respond to the appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 2.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the Corporation's 2002 Annual
Meeting of stockholders and desires that the proposal be included in the
Corporation's Proxy Statement and form of proxy for that meeting, the proposal
must be in compliance with Rule 14a-8 under the Exchange Act and received at the
Corporation's principal executive offices no later than October 24, 2001. As to
any proposal that a stockholder intends to

present to stockholders without inclusion in the Corporation's Proxy Statement
for the Corporation's 2002 Annual Meeting of Stockholders, the proxies named in
management's proxy for that meeting will be entitled to exercise their
discretionary authority on that proposal unless the Corporation receives notice
of the matter to be proposed not later than January 27, 2002. Even if proper
notice is received on or prior to January 27, 2002, the proxies named in
management's proxy for that meeting may nevertheless exercise their
discretionary authority with respect to such matter by advising stockholders of
such proposal and how they intend to exercise their discretion to vote on such
matter, unless the stockholder making the proposal solicits proxies with respect
to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange
Act .

GENERAL

The cost of this proxy solicitation will be borne by the Corporation.
Solicitation will be made primarily through the use of the mail, but officers,
directors, or regular employees of the Corporation may solicit proxies
personally or by telephone or telegraph without additional remuneration for such
activity. In addition, the Corporation will reimburse brokerage houses and other
custodians, nominees, or fiduciaries for their reasonable expense in forwarding
proxies and proxy material to the beneficial owner of such shares.

As of the date of this Proxy Statement, management knows of no other matters to
be brought before the Annual Meeting. However, if any other matters should
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote thereon in accordance with their best judgment.

By Order of the Board of Directors

/s/ James Benson
James Benson
Chairman

/s/ William Skoglund
William Skoglund
Chief Executive Officer
And President

Aurora, Illinois
March 13, 2001

APPENDIX A
OLD SECOND BANCORP, INC.

Charter of the Audit Committee
of the Board of Directors
May 16, 2000

I. ORGANIZATION
This Charter governs the operations of the Audit Committee. The Committee shall
review and reassess the Charter at least annually and obtain approval of the
Board of Directors. The Committee is appointed by the Board of Directors and
shall be comprised of at least three directors, each of whom are independent of
management and the Corporation. Members of the Committee shall be considered
independent if they have no relationship that may interfere with the exercise of
their independence from management and the Corporation. All Committee members
shall be financially literate (or become financially literate within a
reasonable period of time after appointment to the Committee) and at least one
member shall have accounting or related financial management expertise.

II. STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to stockholders, potential
stockholders, the investment community and others relating to the Corporation's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Corporation's financial statements, and the
legal compliance and ethics programs as established by management of the Board.
In doing so, it is the responsibility of the Committee to maintain free and open
communications between the Committee, independent accountants, the internal
auditors and management of the Corporation. In discharging its oversight role,
the Committee is empowered to investigate any matter brought to its attention
with full access to all books, records, facilities, and personnel of the
Corporation and the power to retain outside counsel, or other experts for this
purpose.

III. RESPONSIBILITIES AND PROCESSES
The Audit Committee has a responsibility to oversee the Corporation's financial
reporting process on behalf of the Board and report the results of their
activities to the Board. Management is responsible for preparing the
Corporation's financial statements, and the independent accountants are
responsible for auditing those financial statements. The Committee, in carrying
out its responsibilities, believes its policies and procedures should remain
flexible in order to best react to changing conditions and circumstances. The
Committee should take the appropriate actions to set the overall corporate
"tone" for quality financial reporting and sound business risk practices.

IV. PRINCIPAL RECURRING PROCESSES OF THE AUDIT COMMITTEE
The following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate:

- The Committee shall have a clear understanding with management and the
independent accountants that the independent accountants are
ultimately accountable to the Board and the Audit Committee, as
representatives of the Corporation's stockholders. The Committee shall
have the ultimate authority and responsibility to evaluate and, where
appropriate replace the independent accountants. The Committee shall
discuss with the accountants their independence from management and
the Corporation and the matters included in the written disclosures
required by the Independence Standards Board. Annually, the Committee
shall review and recommend to the Board the selection of the
Corporation's independent accountants, subject to stockholders'
approval.

- The Committee shall discuss with the internal auditors the overall
scope and plans for their respective audits including the adequacy of
staffing. Also, the Committee shall discuss with management, the
internal auditors, and the independent accountants, the adequacy and
effectiveness of the accounting and financial controls, including the
Corporation's system to monitor and manage business risk, and legal
Compliance programs. Further the Committee shall meet separately with
the internal auditors, with and without management present, to discuss
the results of their examinations.

- The Committee shall review the interim financial statements with
management and the independent accountants prior to the filing of the
Corporation's quarterly report on Form 10-Q. Also, the Committee shall
discuss the results of the quarterly review and other matters required
to be communicated under generally accepted auditing standards. The
Chair of the Committee may represent the entire Committee for the
purpose of this review.

- The Committee shall review with management and the independent
accountants the financial statements to be included in the
Corporation's Annual Report on Form 10-K (or the annual report to
stockholders if distributed prior to the filing of Form 10-K),
including their judgment about the quality, not just acceptability, of
accounting principles, the reasonableness of significant judgments,
and the clarity of the disclosures in the financial statements. Also,
the Committee shall discuss the results of the annual audit and any
other matters required to be communicated to the Committee by the
independent accountants under generally accepted auditing standards.

[OLD SECOND BANCORP BANKS LOGO]

37 South River Street/ Aurora, IL 60507/ (630) 892-0202

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 2001
OLD SECOND BANCORP, INC.
AURORA, ILLINOIS

The undersigned hereby appoints Jesse Maberry, Townsend Way Jr., and Philip C.
Ruddy, or any one of them, the undersigned's attorneys and proxies, with full
power of substitution, to vote all shares of Common Stock of Old Second Bancorp,
Inc., which the undersigned is entitled to vote, as fully as the undersigned
could do if personally present, at the Annual Meeting of Stockholders of said
Corporation to be held at the Corporation's premises at 37 South River Street,
Aurora, Illinois on the 17th day of April, 2001, at 11:00 a.m., central time,
and at any and all postponements or adjournments thereof:

(1) Election of Directors.

___ For all nominees listed ___ Withhold Authority ___ Abstain
below (except as marked to to vote for all nominees
the contrary). listed below.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)

Walter Alexander, Edward Bonifas, William Meyer, William B. Skoglund

(2) Ratification and approval of the selection of Ernst & Young LLP as the
Corporation's independent accountants for the fiscal year ending December
31, 2001.

____FOR ____AGAINST ____ABSTAIN

(3) In their discretion on such other matters as may properly come before the
meeting or at any postponement or adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED FOR DIRECTORS AND
FOR THE RATIFICATION AND APPROVAL OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT ACCOUNTANTS.

Dated______________ ____________________________________________________________

____________________________________________________________
Stockholder's signature - please sign name exactly as
imprinted below. Do not print. PLEASE INDICATE
ANY CHANGE OF ADDRESS.

NOTE: Executors, administrators, trustees, and others signing in a
representative capacity should indicate the capacity in which they
sign. If shares are held jointly, EACH holder should sign.
PLEASE DATE, SIGN AND RETURN THIS PROXY.