EXHIBIT 4.5 OLD SECOND CAPITAL TRUST I AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 20th, 2003 • Old Second Bancorp Inc • State commercial banks • Delaware
OLD SECOND BANCORP, INC. (a Delaware corporation) [ ] Shares of Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2014 • Old Second Bancorp Inc • State commercial banks • New York
EXHIBIT 1.1 $25,000,000 PREFERRED SECURITIES* OLD SECOND CAPITAL TRUST I ____% CUMULATIVE PREFERRED SECURITIES (LIQUIDATION AMOUNT OF $10 PER PREFERRED SECURITY) UNDERWRITING AGREEMENTOld Second Bancorp Inc • May 20th, 2003 • State commercial banks • Illinois
TRUST AGREEMENTTrust Agreement • May 20th, 2003 • Old Second Bancorp Inc • State commercial banks • Delaware
EXHIBIT 4.7 PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN OLD SECOND BANCORP, INC.Securities Guarantee Agreement • May 20th, 2003 • Old Second Bancorp Inc • State commercial banks • Illinois
EXHIBIT 4.1 OLD SECOND BANCORP, INC.Old Second Bancorp Inc • May 20th, 2003 • State commercial banks • Illinois
COMPENSATION AND BENEFITS ASSURANCE AGREEMENT RICHARD A GARTELMANNCompensation and Benefits Assurance Agreement • March 8th, 2021 • Old Second Bancorp Inc • State commercial banks
This COMPENSATION AND BENEFITS ASSURANCE AGREEMENT (this “Agreement”) is made, entered into, and is effective as of this 17TH day of June, 2014, (the “Effective Date”) by and between OLD SECOND BANCORP, INC. (hereinafter referred to as the “Company”) and Richard A Gartelmann (hereinafter referred to as the “Executive”).
COMPENSATION AND BENEFITS ASSURANCE AGREEMENT Richard A. Gartelmann, Jr. March 2021Compensation and Benefits • March 19th, 2021 • Old Second Bancorp Inc • State commercial banks
This COMPENSATION AND BENEFITS ASSURANCE AGREEMENT (this “Agreement”) is made, entered into, and is effective as of this 16th day of March, 2021 (the “Effective Date”) by and between OLD SECOND BANCORP, INC. (hereinafter referred to as the “Company”) and Richard A. Gartelmann, Jr. (hereinafter referred to as the “Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and between OLD SECOND BANCORP, INC. and WEST SUBURBAN BANCORP, INC. Dated as of July 25, 2021Employment Agreement • July 26th, 2021 • Old Second Bancorp Inc • State commercial banks • Illinois
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of July 25, 2021, is by and between Old Second Bancorp, Inc., a Delaware corporation (“Buyer”), and West Suburban Bancorp, Inc., an Illinois corporation (“West Suburban”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.
COMPENSATION AND BENEFITS ASSURANCE AGREEMENT [EXECUTIVE]Compensation and Benefits Assurance Agreement • November 8th, 2006 • Old Second Bancorp Inc • State commercial banks
This COMPENSATION AND BENEFITS ASSURANCE AGREEMENT (this “Agreement”) is made, entered into, and is effective as of this day of , (the “Effective Date”) by and between OLD SECOND BANCORP, INC. (hereinafter referred to as the “Company”) and [EXECUTIVE], (hereinafter referred to as the “Executive”).
OLD SECOND BANCORP, INC.Underwriting Agreement • December 15th, 2016 • Old Second Bancorp Inc • State commercial banks • New York
Old Second Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Keefe, Bruyette & Woods, Inc., as underwriter (“KBW” or the “Underwriter”), and KBW agrees, subject to the terms and conditions stated herein, to purchase pursuant to this Underwriting Agreement (this “Agreement”), $45,000,000 in aggregate principal amount of the Company’s 5.750% Fixed-to-Floating Rate Senior Notes due December 31, 2026 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Date, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
Exhibit (10)(d) COMPENSATION AND BENEFITS ASSURANCE AGREEMENT FOR OLD SECOND BANCORP, INC. (AMENDED 3/1/2000)Compensation and Benefits Assurance Agreement • March 29th, 2000 • Old Second Bancorp Inc • State commercial banks
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTForm of Subordinated Note Purchase Agreement • April 8th, 2021 • Old Second Bancorp Inc • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 6, 2021, and is made by and among OLD SECOND BANCORP, INC., a Delaware corporation (the “Company”), and the purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
RETIREMENT AGREEMENT AND RELEASERetirement Agreement and Release • March 17th, 2017 • Old Second Bancorp Inc • State commercial banks
THIS RETIREMENT AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between J. Douglas Cheatham (hereinafter referred to as “Executive”), Old Second Bancorp, Inc. (“Old Second”) and Old Second National Bank (the “Bank,” and together with Old Second, the “Company”) (the Company and Executive being herein each referred to as a “Party” and collectively referred to as the “Parties”). In consideration of the mutual covenants hereinafter set forth, the Parties hereby agree as follows:
old second bancorp, inc.Restricted Stock Unit Award Agreement • May 29th, 2019 • Old Second Bancorp Inc • State commercial banks • Delaware
The Participant specified below has been granted a restricted stock unit award (the “Award”) by Old Second Bancorp, Inc., a Delaware corporation (the “Company”), under the Old Second Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
old second bancorp, inc.Old Second Bancorp Inc • May 29th, 2019 • State commercial banks • Delaware
The Participant specified below has been granted a restricted stock unit award (the “Award”) by Old Second Bancorp, Inc., a Delaware corporation (the “Company”), under the Old Second Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.Old Second Bancorp Inc • August 9th, 2011 • State commercial banks
WHEREAS, Old Second Bancorp, Inc., Aurora, Illinois (“Old Second”), a registered bank holding company, owns and controls Old Second National Bank, Aurora, Illinois (the “Bank”), and various nonbank subsidiaries;
OLD SECOND BANCORP, INC.Restricted Stock Unit Award Agreement • June 24th, 2014 • Old Second Bancorp Inc • State commercial banks • Delaware
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by OLD SECOND BANCORP, INC., a Delaware corporation (the “Company”), under the OLD SECOND BANCORP, INC. 2014 EQUITY INCENTIVE PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
AGREEMENT AND PLAN OF MERGER AMONG OLD SECOND BANCORP, INC., OLD SECOND ACQUISITION, INC. AND HERITAGEBANC, INC. NOVEMBER 5, 2007Agreement and Plan of Merger • November 6th, 2007 • Old Second Bancorp Inc • State commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with all exhibits and schedules, this “Agreement”) is entered into as of November 5, 2007, among Old Second Bancorp, Inc., a Delaware corporation (“Old Second”), Old Second Acquisition, Inc., a Delaware corporation (“Old Second Acquisition, Inc.”) and HeritageBanc, Inc., an Illinois corporation (“HeritageBanc”).
LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENTLoan and Subordinated Debenture Purchase Agreement • March 17th, 2008 • Old Second Bancorp Inc • State commercial banks • Illinois
THIS LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this “Agreement”) is dated as of January 31, 2008 and is made by and between OLD SECOND BANCORP, INC., a Delaware corporation (“Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).
OLD SECOND BANCORP, INC. 2014 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • August 7th, 2018 • Old Second Bancorp Inc • State commercial banks
This PRSU Agreement (“Agreement”) is made as of _____ (the “Grant Date”), between OLD SECOND BANCORP, INC. (the “Company”), and the Participant named above (“Participant”).
SECOND AMENDMENT TO AMENDED AND RESTATEDRights Agreement • September 4th, 2015 • Old Second Bancorp Inc • State commercial banks • Delaware
This Second Amendment (this “Amendment”), dated as of September 2, 2015, to the Amended and Restated Rights Agreement and Tax Benefits Preservation Plan, dated as of September 12, 2012, is entered into between Old Second Bancorp, Inc., a Delaware corporation (the “Company”), and Old Second National Bank, a national banking association headquartered in Aurora, Illinois, as Rights Agent (the “Rights Agent”).
OLD SECOND BANCORP, INC.Old Second Bancorp Inc • February 18th, 2021 • State commercial banks • Delaware
The Participant specified below has been granted a restricted stock unit award (the “Award”) by Old Second Bancorp, Inc., a Delaware corporation (the “Company”), under the Old Second Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 26th, 2024 • Old Second Bancorp Inc • State commercial banks • Illinois
This Employment Agreement (the “Agreement”) is entered into effective as of March 19, 2024 (“Effective Date”), by and between Old Second Bancorp, Inc. (the “Company”) and Gary Collins (the “Executive”).
OLD SECOND BANCORP, INC.Restricted Stock Award Agreement • June 24th, 2014 • Old Second Bancorp Inc • State commercial banks • Delaware
The Participant specified below is hereby granted a restricted stock award (the “Award”) by OLD SECOND BANCORP, INC., a Delaware corporation (the “Company”), under the OLD SECOND BANCORP, INC. 2014 EQUITY INCENTIVE PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“Award Agreement”).
OLD SECOND BANCORP, INC. and OLD SECOND NATIONAL BANK, as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT AND TAX BENEFITS PRESERVATION PLAN Dated as of September 12, 2012Rights Agreement And • September 13th, 2012 • Old Second Bancorp Inc • State commercial banks • Delaware
This Amended and Restated Rights Agreement and Tax Benefits Preservation Plan, dated as of September 12, 2012 (“Agreement”), between Old Second Bancorp, Inc., a Delaware corporation (the “Company”), and Old Second National Bank, a national banking association headquartered in Aurora, Illinois, as Rights Agent (the “Rights Agent”). This Agreement is an amendment and restatement of that certain Rights Agreement, between the Company and the Rights Agent, dated as of September 17, 2002 (the “Rights Plan”).
HERITAGEBANC, INC. LETTERHEAD]Old Second Bancorp Inc • January 14th, 2008 • State commercial banks
On November 5, 2007, HeritageBanc, Inc. (“HeritageBanc”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Old Second Bancorp, Inc. (“Old Second”) and Old Second Acquisition, Inc. (“Merger Sub”), pursuant to which Merger Sub would merge with and into HeritageBanc (the “Merger”). If the Merger is completed, for each share of HeritageBanc common stock, par value $20.00 per share (“HeritageBanc Common Stock”), that you own, you will have the right to receive merger consideration as set forth in the Merger Agreement and described in the proxy statement/prospectus that was mailed to you on or about December 28, 2007 (the “Proxy Statement”). Pursuant to the Merger Agreement, you may make an election to receive your consideration in cash, shares of Old Second common stock, par value $1.00 per share (“Old Second Common Stock”), or a combination thereof, subject to proration procedures designed to ensure that, on an aggregate basis, 50% of the shares of HeritageBanc Com
OLD SECOND BANCORP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2014 • Old Second Bancorp Inc • State commercial banks • Illinois
This Employment Agreement (“Agreement”) is made and entered into as of September 16, 2014, by and between Old Second Bancorp, Inc., a Delaware corporation (the “Company”), and James Eccher (“Executive,” and together with the Company, the “Parties”).
OLD SECOND BANCORP LETTERHEAD]Participation Agreement • January 16th, 2009 • Old Second Bancorp Inc • State commercial banks
Old Second Bancorp, Inc. (the “Company”) anticipates entering into a Letter Agreement and Securities Purchase Agreement (collectively, the “Participation Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.
OLD SECOND BANCORP, INC.Stock Option Award Agreement • December 21st, 2005 • Old Second Bancorp Inc • State commercial banks
THIS AGREEMENT, entered into as of December 20, 2005, by and between the «Participant». and Old Second Bancorp, Inc., a Delaware corporation (the “Company”);
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND...Old Second Bancorp Inc • October 19th, 2021 • State commercial banks
OLD SECOND BANCORP, INC. 2014 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • April 18th, 2018 • Old Second Bancorp Inc • State commercial banks
This PRSU Agreement (“Agreement”) is made as of _____________ (the “Grant Date”), between OLD SECOND BANCORP, INC. (the “Company”), and the Participant named above (“Participant”).
FIRST AMENDMENT TO AMENDED AND RESTATEDRights Agreement • August 13th, 2014 • Old Second Bancorp Inc • State commercial banks • Delaware
This First Amendment (this “Amendment”) to the Amended and Restated Rights Agreement and Tax Benefits Preservation Plan, dated as of September 12, 2012, between Old Second Bancorp, Inc., a Delaware corporation (the “Company”), and Old Second National Bank, a national banking association headquartered in Aurora, Illinois, as Rights Agent (the “Rights Agent”), is entered into this 3rd day of April 2014, between the Company and the Rights Agent.
M&I Marshall & Ilsley BankLetter Agreement • May 20th, 2003 • Old Second Bancorp Inc • State commercial banks • Wisconsin
This Letter Agreement (the "Agreement") is made and entered into as of the 1st day of May, 2003, by and between Old Second Bancorp, Inc. (the "Customer") and M&I Marshall & Ilsley Bank (the "Lender").
FORM OF VOTING AGREEMENTForm of Voting Agreement • November 6th, 2007 • Old Second Bancorp Inc • State commercial banks • Illinois
THIS VOTING AGREEMENT is made and effective as of , 2007 (this “Agreement”) among Old Second Bancorp, Inc., a Delaware corporation (“Purchaser”), and [name], [a resident of the State of Illinois] (the “Shareholder”).
