First Oak
Brook Bancshares Inc.



2002 Summary Annual
Report



[PHOTO APPEARS HERE]



---



First Oak
Brook Bancshares, Inc., established in 1983 and public since 1985, is a bank holding company with $1.6 billion in total assets. First Oak Brook Bancshares, Inc. is the eleventh largest independent, publicly-held bank holding company headquartered in
Illinois.



Our subsidiary, Oak Brook Bank, serves
the Chicago area from 15 offices located primarily in the western suburbs.



Our common stock trades on the NASDAQ, stock market®under the
ticker symbol FOBB.



Our 312 full time and
36 part time employees are committed to working together to deliver value to our customers and to create value for our shareholders.



Table of Contents



|Financial Highlights                                              |  | 1 
|----------------------------------------------------------------- |  | --
|Message to our Shareholders                                       |  | 2 
|10 Year Earnings Summary and Selected Consolidated Financial Data |  | 12
|Consolidated Balance Sheets                                       |  | 14
|Consolidated Statements of Income                                 |  | 15
|Directors and Officers                                            |  | 16
|Shareholder Information                                           |  | 18
|Corporate Information                                             |  | 19
|Independent Auditors Report                                      |  | 20



Forward-Looking
Statements



This report contains certain
forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of invoking these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Companys future
plans, strategies and expectations, can generally be identified by use of the words believe, expect, intend, anticipate, estimate, project, or similar expressions. The
Companys ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ materially from the results projected in forward-looking statements due to various factors. These
risks and uncertainties include, but are not limited to, fluctuations in market rates of interest and loan and deposit pricing; a deterioration of general economic conditions in the Companys market areas; legislative or regulatory changes;
adverse developments in our loan or investment portfolios; the assessment of its provision and reserve for loan losses; developments related to the borrower fraud and condominium project referred to herein, including, without limitation,
construction costs, delays, and the strength of the Chicago luxury condominium for sale market; significant increases in competition or changes in depositor preferences or loan demand; difficulties in identifying attractive branch sites or other
expansion opportunities, or unanticipated delays in construction buildout; difficulties in attracting and retaining qualified personnel; and possible dilutive effect of potential acquisitions or expansion. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update publicly any of these statements in light of future events except as may be required in subsequent
periodic reports filed with the Securities and Exchange Commission.





---

FINANCIAL HIGHLIGHTS

---







|                                                 |  | At and for the year endedDecember 31,          |          
|------------------------------------------------ |  | ---------------------------------------------- | ---------
|                                                 |  | 2002                                           |          
|                                                 |  | (Dollars in thousandsexcept per
share amounts) |          
|NET INCOME                                       |  |                                                |          
|Net income                                       |  | $                                              | 10,501   
|                                                
|PER SHARE                                        |  |                                                |          
|Basic earnings per share                         |  | $                                              | 1.66     
|Diluted earnings per share                       |  |                                                | 1.61     
|Book value at year-end                           |  |                                                | 17.16    
|Market price at year-end                         |  |                                                | 31.42    
|Cash dividends paid                              |  |                                                | .525     
|                                                
|BALANCE SHEET HIGHLIGHTS                         |  |                                                |          
|Total assets                                     |  | $                                              | 1,597,496
|Loans, net of unearned discount                  |  |                                                | 912,081  
|Demand deposits                                  |  |                                                | 247,806  
|Total deposits                                   |  |                                                | 1,264,731
|Shareholders equity                             |  |                                                | 111,942  
|                                                
|PERFORMANCE RATIOS                               |  |                                                |          
|Return on average assets                         |  |                                                | .71      
|Return on average equity                         |  |                                                | 10.03    
|                                                
|ASSET QUALITY RATIOS                             |  |                                                |          
|Nonperforming loans to total loans               |  |                                                | .16      
|Nonperforming assets to total assets             |  |                                                | .60      
|Nonperforming assets to total capital            |  |                                                | 8.58     
|Allowance for loan losses to total loans         |  |                                                | .81      
|Net charge-offs to average loans                 |  |                                                | 1.54     
|Allowance for loan losses to nonperforming loans |  |                                                | 5.09x    



1



---

MESSAGE TO OUR SHAREHOLDERS

---





Early in
2002, all indicators pointed to a phenomenal yearone of impressive growth and record profits. Branch expansion in the western suburbs, successful development of our sales platform, additional investments in our delivery technologies and in our
treasury management products, and growth of our investment management and trust services, all continued to bear fruit. Business couldnt have looked better.



Then, in early May, we discovered that the Bank had been the target of apparent borrower fraud involving a
large construction loan for a luxury condominium project in Chicago. The Bank promptly reported the suspected criminal acts and filed suit. As a result of managements swift action, the Bank obtained title to the property and is now in the
midst of completing the project and pursuing various other avenues of recovery. Three individuals already have been criminally indicted on charges related to the loan. Because of this isolated event, it became clear that the outstanding performance
we expected for 2002 would not materialize.





A rapid, robust recovery.



The Company ended 2002 with profits of $10.501 million, down from $13.648 million in 2001. Despite the decline in earnings for 2002,
shareholders equity, total assets, discretionary trust and investment assets under management, and dividends all posted new highs. For 2002, shareholders equity climbed to $111.9 million from $99.6 million a year earlier; and book value
per share rose to $17.16, up from $15.43 the year beforean 11.2% hike. Total assets ended the year at $1.597 billion, up from $1.387 billiona 15.1% jump. Discretionary trust and investment assets under management hit $485 million, a 28%
increase compared to $379 million at the prior year-end. And the Company declared 2002 dividends totaling $.525 per share, up 16.7% from the $.45 per share in 2001. At our January, 2003 Board Meeting, the Company announced a new higher dividend of
$.16 for the next quarter, which annualized translates into $.64 per share.



Significant though it is, the real story of 2002 is not the apparent loan fraud. Evidence of our Companys fundamental vigor and robust health can be found in our third and fourth quarter 2002
profits. Third quarter net income of $4.117 million and fourth quarter net income of $4.75 million were two of our best quarters evertopped only by the quarter in 1997 when we enjoyed a large one-time gain from the sale of our credit card
portfolio. Its clear we have regained momentum.



2



---

MESSAGE TO OUR SHAREHOLDERS

---





Strengthening Board independence,

corporate governance, and Bank management.



As we look back on 2002, we are proud of how the Board,
officers and staff dealt with a difficult business climate. An already sluggish economy and slumping stock market deteriorated further in the aftermath of September 11, Enron and other accounting scandals, and the prospects of war with Iraq. In
fact, only 64% (2,989 out of 4,665) of the larger companies that trade on the New York, American or NASDAQ exchanges were profitable in 2002. The Company, and particularly our Board of Directors, reacted positively, nonetheless, and are the better
for it.



In December, the Board held a special
two-day retreat. Corporate governance, effective management, and management succession were the primary focus, and a number of specific initiatives were approved. Most importantly, the Board adopted formal policies aimed at ensuring Board
independence and promoting financial integrity. Among other things, the Board established a four member Audit Committee consisting entirely of independent directors and headed by a Chairman who the Board believes meets the new definition of
financial expert. The Board also set up a new Independent Directors Committee made up of six independent directors to deal with special corporate governance issues, such as the Code of Business Conduct and Ethics; the qualifications and
nominations of directors; and CEO and key executive compensation. The Board also committed itself to maintaining a majority of independent members. Currently six of our nine directors meet this test of independence.



In another outgrowth of our Board planning process, the
Company adjusted our senior management structure. Over the last ten years or so, weve made giant strides in converting our organization from a processor of financial transactions to an effective sales and service company. To illustrate this,
in 1991 we had just two full-time sales people on the street; today we have 26. But weve had some difficulty aligning commercial lending and commercial real estate lending with this new paradigm.



Borrowing prospects, customers and the Bank itself have
justifiably come to expect our commercial lenders to exhibit a deep knowledge of lending and corporate finance. Too often, these analytical skills have come at the expense of sales skills. To correct this imbalance, we recently promoted Brian
England, our Chief Marketing Officer in charge of Commercial and Institutional Banking (our Treasury Management sales arm), to the position of Senior Executive Vice President. In addition to his existing responsibilities, Mr. England now has
Commercial Lending and Commercial Real Estate Lending reporting to him. We have set three objectives for



3



---

MESSAGE TO OUR SHAREHOLDERS

---





Mr. England: first, to
establish appropriate goals, expectations, and incentives for Commercial and Commercial Real Estate Lending; second, to provide our management trainees, junior credit officers, and more experienced lenders with sales training to complement their
professional lending skills; and third, to recruit additional talented lenders with outstanding marketing experience who can both develop new business and serve as role models. In the end, our objective is to get to know our customers better and get
more looks at good commercial and commercial real estate credits. When we see more deals, not only is it probable that well do more deals, but also well be able to be more selective in picking among them.



To ensure we maintain our high credit quality standards, we
have separated business development and underwriting from the credit approval and credit administration processes. George Clam, Vice Chairman, and the Banks Chief Credit and Risk Officer, will be devoting himself primarily to mitigating risk.
He is chairing the Banks Loan Committee which meets weekly and the Banks new Directors Loan Committee which meets monthly. He also heads Credit Administration, now an independent function from Commercial and Commercial Real Estate
Lending, which concentrates on loan closings and documentation, active monitoring of collateral-sensitive loans, construction loan administration, internal and external independent loan review, and oversight of the Banks loan rating system and
watch list. Mr. Clams sole master is credit quality.



With Mr. England heading sales and Mr. Clam credit quality, we believe we have the dual leadership in place to spur prudent growth of our commercial lending and commercial real estate portfolios. We expect our strategy will work
particularly well in the current economic climate where commercial loan growth is likely to be challenged by softer business investing and consumer spending and continued excess capacity. In this environment, we will have to outwork our competition
to find good credits, outthink the competition in analyzing and evaluating the risks inherent in these credits, and out manage the competition in monitoring portfolio performance. Our dual reporting structure should promote these ends.





Expanding our footprint.



One of the dramatic drivers of the Banks growth in the last few yearsand which we foresee growing in importanceis our branch expansion strategy. In March, 2002, we launched our 14th office in Bolingbrook, Illinois.
We hoped for great things in Bolingbrook and have not been disappointed. In just a year, we have garnered almost 1000 accounts and better than $24 million in total deposits. Of course, having a highly visible electronic sign in front of our new
handsome



4



---

MESSAGE TO OUR SHAREHOLDERS

---







[MAP APPEARS HERE]



5



---

MESSAGE TO OUR SHAREHOLDERS

---





branch has helped. The
buildings inspiration comes from architect Louis Sullivans much-admired early 20th century bank buildings.



In January 2003, we opened our 15th office in Countryside, Illinois. With its drive-through lanes, our Countryside office was originally
planned mainly as a convenient supplement to our LaGrange office a couple miles away which lacks a drive-through. Weve been overwhelmed by the positive response weve received from the community. In just three months, Countryside has
developed almost 1000 accounts and better than $30 million in deposits. Countryside is already a star performer.





[PHOTO APPEARS HERE]



2003 will see the opening of our 16th and 17th locations. In June, we expect to open a new branch adjacent to
historic Graue Mill in Oak Brook, where it will serve the residents, businesses and professionals located in south Oak Brook and nearby Hinsdale, Illinois. In September, we expect to open a large office in St. Charles, Illinois, just a short way
from Kane Countys new court complex.



We
also continue to evaluate numerous possible new branch locations, since organic growth, rather than acquisition, remains our principal expansion strategy. In identifying promising sites, we make every effort to stay disciplined. Our target locations
generally fall into one of three categories: fill-ins within our primary western suburban Chicago market, market extensions into high growth areas, and communities where weve found we have a concentration



[PHOTO APPEARS HERE]



6



---

MESSAGE TO OUR SHAREHOLDERS

---





of customers but no
physical presence. We also have several sites in mind which would allow us to upgrade current branches. Of course, we remain open to strategic acquisitions, seeking targets which are geographically desirable, serve an attractive niche, or complement
our existing strengths.





Impressive growth in core fee revenue.



We are pleased to report that 2002 produced solid operating gains in our core fee businesses. Service charges associated with Treasury
Management services rose 27% to $6.162 million in 2002 from $4.853 in 2001. Merchant Credit Card processing fees also climbed 27% to $4.813 million in 2002, up from $3.777 million 2001. Investment Management and Trust fees grew 19% to $1.701 million
in 2002 compared to $1.429 million in 2001. And Residential Mortgage origination rev-enues increased 27% to $814,000 in 2002, up from $643,000 in 2001.



---

KEY COMPONENTS OF FEE-BASED SERVICES



|(Dollars in millions)                 |  |   | 2002  |  |   | 2001  |  |   | 2000
|------------------------------------- |  | - | ----- |  | - | ----- |  | - | ----
|                                     
|Treasury Management                   |  | $ | 6.7   |  | $ | 5.2   |  | $ | 3.7 
|                                     
|Investment Management and Trust       |  | $ | 1.7   |  | $ | 1.4   |  | $ | 1.1 
|                                     
|Merchant Credit Card Services         |  | $ | 4.8   |  | $ | 3.8   |  | $ | 2.6 
|                                     
|Gain on Sale of Residential Mortgages |  | $ | .81   |  | $ | .64   |  | $ | .18 
|                                     
|Totals                                |  | $ | 13.81 |  | $ | 11.04 |  | $ | 7.58

---



It is noteworthy that the Company has longevity in only one of these fee-producing activitiesTreasury Management. Oak Brook Bank was an early entrant in corporate cash management, opening our
first commercial lockbox account over 30 years ago. Our Investment Management growth has largely taken place within the last 10 years when we began committing substantial intellectual and financial capital to our asset management activities. Today,
we are one of the leaders in managing Illinois municipal police and fire pension accountswith 45 funds under our direction at the end of 2002. Our current Residential Mortgage origination platform is also only about a decade old, evolving from
a small accommodation business for executives and professionals who banked with us into an operation which generated $132 million in mortgages in 2002. Likewise, weve built up our Merchant Credit Card business over the last 6 years; the Bank
serviced 429 merchant outlets by year-end 2002. And we continue to seek potential new fee revenue sources.





Innovative products helped us grow.



The main source of our income remains net interest income, essentially the difference between interest earned
and interest paid out. So we are always on the lookout for prudent new lending opportunities and new ways to attract deposits at reasonable cost. Two recent innovations are worthy of mention. Our Harley-Davidson



7



---

MESSAGE TO OUR SHAREHOLDERS

---





indirect loan program
continued to expand rapidly in 2002. Most of the growth in our indirect vehicle dealer lending can be attributed to our Harley portfolio which rose to $29.6 million by year-end 2002 from $19 million the year before. One of our sales people is
dedicated full-time to developing this program. Although much of this portfolio is generated from Illinois and Wisconsin, we are now doing some business in seven other states.



In 2002, we also rolled-out a new type of certificate of deposit, which we named the Advance Interest
CDSM. This CD pays interest in advance, rather than monthly, quarterly or annually in arrears. Since its
introduction in March, 2002, it proved so popular that we ended the year with $151.4 million in this category.





Success is built on solid values.



Our success clearly has been dependent on our institutional culture. Our long-term values have remained
remarkably constant. These include:



| |  |  | Building a leading commercial bank in Chicagos western suburbs;
| | - |  | ----------------------------------------------------------------



| |  |  | Blending the sophisticated products and delivery systems of the largest banks with the personal service of the community banks;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Customizing our services to suit specific needs of business clients; and
| | - |  | ------------------------------------------------------------------------



| |  |  | Following prudent, safe and sound banking practices.
| | - |  | ----------------------------------------------------



Even as weve remained true to our core values, weve not stood still. Hence, weve been actively building a sales culture,
energizing our officers and staff, and expanding and redefining a convenient delivery system.





Understanding our customers and what they want.



In 2002, we focused on gaining a better understanding of the
ideal customer experienceto the end that we put our customers on a pedestal. Through focus groups, we identified how customers define that ideal banking experience.



Retail customers, for example, expect:



| |  |  | A friendly, sincere, and helpful staff;
| | - |  | ---------------------------------------



| |  |  | Bankers making decisions based on the value of customers relationships;
| | - |  | ------------------------------------------------------------------------



| |  |  | Keeping customers informed;
| | - |  | ---------------------------



| |  |  | Providing professional, trustworthy advice; and
| | - |  | -----------------------------------------------



| |  |  | Offering competitive products and prices.
| | - |  | -----------------------------------------



8



---

MESSAGE TO OUR SHAREHOLDERS

---



Likewise, commercialcustomers expect:



| |  |  | A strong relationship with a pro-active account officer;
| | - |  | --------------------------------------------------------



| |  |  | Personal attention from professionals leading to customized solutions;
| | - |  | ----------------------------------------------------------------------



| |  |  | Quick and understandable answers;
| | - |  | ---------------------------------



| |  |  | Dependable, consistent follow-up; and
| | - |  | -------------------------------------



| |  |  | Competitive, understandable pricing.
| | - |  | ------------------------------------



With these ideals in mind, weve been working with our officers and staff to deliver our services in the ways most likely to meet
these eminently reasonable customer expectations.





Important audiences are taking notice of us.



In recognition of our companys growing market capitalization, we were named in July to the Russell
2000®Stock Index. Admission to this elite group is determined by objective criteria, rather than by analyst
opinion or committee decision. Each year, the Russell indexes rank the 3,000 largest U.S. companies as measured by market capitalization. The largest 1,000 companies become the Russell 1000®Index; the remaining 2,000 companies become the widely-used Russell 2000®Index.



---

COMPANY INFORMATION ON THE INTERNET



|www.firstoakbrook.com |  | click on Investor Information,
|--------------------- |  | ------------------------------
|                      |  | click on SEC filings          
|                     
|www.nasdaq.com        |  | type FOBB,                    
|                      |  | click on InfoQuotes,          
|                      |  | click on Company Filings      

---



In November, the investment banking and research firm of Sandler, ONeill and Partners initiated research coverage of First Oak Brook Bancshares, Inc. Now four firms, including Howe Barnes
Investments, Stifel Nicolaus, and FTN Financial Securities, follow our Company. And we ended 2002 with 16 registered market makers in our stock, a record number.



We were invited to participate in two industry financial conferences in 2002: the Keefe, Bruyette and Woods
Community Bank Investor Conference in July, and the Sandler, ONeill 2002 Financial Services Conference in November. Both occasions enabled us to articulate our special culture.



Our higher profile within the investment community is gratifying and one we welcome. In one sense, given the
historical strength of our operation and our performance, this interest is long overdue. On the other hand, we have as matter of institutional culture not sought the limelight, believing that by sticking to our knit-



9



---

MESSAGE TO OUR SHAREHOLDERS

---



ting as bankers, success would follow as a natural course. As indeed to some extent it has. We
recognize, however, that attention from analysts tends to enhance shareholder value, and we intend to spend even more time raising the profile of the bank among key decision-making audiences.





Investor confidence held firm.



We are deeply grateful for the confidence our investors have shown in our Company throughout this past year. It was reflected in the strength of our stock price. Our shares gained 30.1% in value in 2002, on top of a 37% increase in
2001. Moreover, our stock, measured from its 3 year low of $13.50 to its year-end 2002 price of $31.42, climbed 132.7%.



And our stock price gains easily outperformed the broad bank indexes both in 2002 and 2001. In 2002, FOBB increased 30.1% compared to the
S&P Bank Index which declined 3.9% and the NASDAQ Bank Index which rose 4.5%. In 2001, FOBBs 37% gain beat the S&P Bank Index which fell 2.4% and the NASDAQ Bank Index which advanced 10.1%.





Our thanks.



Clearly, 2002
was a challenging year. It tested our operations, our values and our people. Through it all, we took heart from your continued friendship and loyalty. That we ended 2002 with such positive results is proud testament to our Companys fundamental
strengths and bodes well for the future. We intend to continue to work as hard as we can to see that your confidence is rewarded.





|/S/    EUGENE P. HEYTOW |  | /S/    FRANK M.
PARIS |  | /S/  RICHARD M. RIESER,
JR.,
|----------------------- |  | --------------------- |  | ----------------------------
|                       
|Eugene P. Heytow        |  | Frank M. Paris        |  | Richard M. Rieser, Jr.,     
|Chairman                |  | Vice-Chairman         |  | President  March 19, 2003   





10



---

MESSAGE TO OUR SHAREHOLDERS

---







FOBB Closing Stock Prices over last eleven years



[CHART APPEARS HERE]





FOBB Price Increases Compared to Bank Indexes



|                  |  | 2002   |  |  | 2001   | 
|----------------- |  | ------ |  |  | ------ | 
|                 
|FOBB              |  | 30.1%  |  |  | 37.0%  | 
|S+P Bank Index    |  | (3.9)% |  |  | (2.4)% | 
|Nasdaq Bank Index |  | 4.5%   |  |  | 10.1%  | 





FOBB Closing Stock Prices over 2002



[CHART APPEARS HERE]





FOBB Closing Stock Prices 20002003



[CHART APPEARS HERE]



11



---

10 YEAR EARNINGS SUMMARY AND

---



|(Dollars in thousands except per share data)         |  |   |           |   |  |   |           |   |  |   |           |  
|---------------------------------------------------- |  | - | --------- | - |  | - | --------- | - |  | - | --------- | -
|                                                     |  |   | 2002      |   |  |   | 2001      |   |  |   | 2000      |  
|Statement of Income Data                             |  |   |           |   |  |   |           |   |  |   |           |  
|                                                    
|Net interest income                                  |  | $ | 47,448    |   |  | $ | 38,916    |   |  | $ | 33,205    |  
|Provision for loan losses                            |  |   | 14,650    |   |  |   | 1,550     |   |  |   | 900       |  
|Net interest income after provision for loan losses  |  |   | 32,798    |   |  |   | 37,366    |   |  |   | 32,305    |  
|Other income                                         |  |   | 17,450    |   |  |   | 14,442    |   |  |   | 10,482    |  
|Other expenses                                       |  |   | 35,741    |   |  |   | 31,928    |   |  |   | 27,117    |  
|Income before income taxes                           |  |   | 14,507    |   |  |   | 19,880    |   |  |   | 15,670    |  
|Income tax expense                                   |  |   | 4,006     |   |  |   | 6,232     |   |  |   | 4,621     |  
|Net income                                           |  | $ | 10,501    |   |  | $ | 13,648    |   |  | $ | 11,049    |  
|Common Stock Data(2)                                 |  |   |           |   |  |   |           |   |  |   |           |  
|                                                    
|Basic earnings per share                             |  | $ | 1.66      |   |  | $ | 2.16      |   |  | $ | 1.72      |  
|Diluted earnings per share                           |  |   | 1.61      |   |  |   | 2.12      |   |  |   | 1.70      |  
|Cash dividends paid per share(3)                     |  |   | .525      |   |  |   | .45       |   |  |   | .43       |  
|Book value per share                                 |  |   | 17.16     |   |  |   | 15.43     |   |  |   | 13.63     |  
|Closing price of common stock per share(3)           |  |   |           |   |  |   |           |   |  |   |           |  
|High                                                 |  |   | 34.45     |   |  |   | 25.50     |   |  |   | 18.38     |  
|Low                                                  |  |   | 24.05     |   |  |   | 17.44     |   |  |   | 13.50     |  
|Year-end                                             |  |   | 31.42     |   |  |   | 24.15     |   |  |   | 17.63     |  
|Dividends paid per share to closing price            |  |   | 1.7       | % |  |   | 1.9       | % |  |   | 2.4       | %
|Closing price to diluted earnings per share          |  |   | 19.5      | x |  |   | 11.4      | x |  |   | 10.4      | x
|Market capitalization                                |  | $ | 199,019   |   |  | $ | 152,402   |   |  | $ | 111,875   |  
|Period end shares outstanding                        |  |   | 6,334,141 |   |  |   | 6,310,631 |   |  |   | 6,345,745 |  
|Volume of shares traded                              |  |   | 2,212,664 |   |  |   | 1,545,976 |   |  |   | 2,512,886 |  
|Year-End Balance Sheet Data                          |  |   |           |   |  |   |           |   |  |   |           |  
|                                                    
|Total assets                                         |  | $ | 1,597,496 |   |  | $ | 1,386,551 |   |  | $ | 1,249,272 |  
|Loans, net of unearned discount                      |  |   | 912,081   |   |  |   | 916,645   |   |  |   | 825,020   |  
|Allowance for loan losses                            |  |   | 7,351     |   |  |   | 6,982     |   |  |   | 5,682     |  
|Investment securities                                |  |   | 507,485   |   |  |   | 327,389   |   |  |   | 319,985   |  
|Demand deposits                                      |  |   | 247,806   |   |  |   | 211,939   |   |  |   | 221,552   |  
|Total deposits                                       |  |   | 1,264,731 |   |  |   | 1,077,966 |   |  |   | 978,226   |  
|Federal Home Loan Bank borrowings                    |  |   | 102,000   |   |  |   | 86,000    |   |  |   | 81,000    |  
|Trust Preferred Capital Securities                   |  |   | 18,000    |   |  |   | 6,000     |   |  |   | 6,000     |  
|Shareholders equity                                 |  |   | 111,942   |   |  |   | 99,552    |   |  |   | 87,606    |  
|Financial Ratios                                     |  |   |           |   |  |   |           |   |  |   |           |  
|                                                    
|Return on average assets                             |  |   | .71       | % |  |   | 1.04      | % |  |   | .90       | %
|Return on average equity                             |  |   | 10.03     |   |  |   | 14.47     |   |  |   | 13.58     |  
|Net interest margin                                  |  |   | 3.44      |   |  |   | 3.26      |   |  |   | 2.99      |  
|Net interest spread                                  |  |   | 2.89      |   |  |   | 2.38      |   |  |   | 1.95      |  
|Dividend payout ratio                                |  |   | 32.98     |   |  |   | 21.29     |   |  |   | 25.45     |  
|Consolidated Capital Ratios                          |  |   |           |   |  |   |           |   |  |   |           |  
|                                                    
|Average equity to average total assets               |  |   | 7.06      | % |  |   | 7.22      | % |  |   | 6.63      | %
|Tier 1 capital ratio                                 |  |   | 11.06     |   |  |   | 10.03     |   |  |   | 9.75      |  
|Total capital ratio                                  |  |   | 11.73     |   |  |   | 10.72     |   |  |   | 10.35     |  
|Capital leverage ratio                               |  |   | 7.74      |   |  |   | 7.42      |   |  |   | 7.47      |  
|Asset Quality Ratios                                 |  |   |           |   |  |   |           |   |  |   |           |  
|                                                    
|Nonperforming loans to total loans outstanding       |  |   | .16       | % |  |   | .19       | % |  |   | .05       | %
|Nonperforming assets to total assets                 |  |   | .60       |   |  |   | .14       |   |  |   | .05       |  
|Nonperforming assets to total capital                |  |   | 8.58      |   |  |   | 1.89      |   |  |   | .67       |  
|Allowance for loan losses to total loans outstanding |  |   | .81       |   |  |   | .76       |   |  |   | .69       |  
|Net charge-offs to average loans                     |  |   | 1.54      |   |  |   | .03       |   |  |   | .01       |  
|Allowance for loan losses to nonperforming loans     |  |   | 5.09      | x |  |   | 4.03      | x |  |   | 12.94     | x

---

|(1) |  | Included in other income in 1997 was the $9,251,000 gain on the sale of our credit card portfolio, which after tax resulted in a $5.1 million increase in net income.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Common Stock data has been restated to give effect to the following stock dividends: 100% effective September 3, 1998, 50% effective September 8, 1994, 25% effective
December 23, 1993, and 50%.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



---

SELECTED CONSOLIDATED FINANCIAL DATA

---



|At and for the year ended December 31, |   |  |                |   |  |                |     |  |                |   |  |               
|-------------------------------------- | - |  | -------------- | - |  | -------------- | --- |  | -------------- | - |  | --------------
|1999                                   |   |  | 1998           |   |  | 1997           |     |  | 1996           |   |  | 1995          
|                                       |   |  |                |   |  |                |     |  |                |   |  |               
|                                      
|$     32,337                           |   |  | $     28,410   |   |  | $     27,432   |     |  | $     26,834   |   |  | $     25,476  
|840                                    |   |  | 630            |   |  | 1,550          |     |  | 1,510          |   |  | 1,050         
|31,497                                 |   |  | 27,780         |   |  | 25,882         |     |  | 25,324         |   |  | 24,426        
|8,966                                  |   |  | 7,991          |   |  | 15,541         | (1) |  | 4,647          |   |  | 4,186         
|25,640                                 |   |  | 22,423         |   |  | 20,708         |     |  | 20,435         |   |  | 19,924        
|14,823                                 |   |  | 13,348         |   |  | 20,715         |     |  | 9,536          |   |  | 8,688         
|4,277                                  |   |  | 3,907          |   |  | 6,962          |     |  | 2,429          |   |  | 1,996         
|$     10,546                           |   |  | $       9,441  |   |  | $     13,753   | (1) |  | $       7,107  |   |  | $       6,692 
|                                       |   |  |                |   |  |                |     |  |                |   |  |               
|                                      
|$         1.60                         |   |  | $         1.42 |   |  | $         2.09 |     |  | $         1.06 |   |  | $         1.00
|1.57                                   |   |  | 1.39           |   |  | 2.03           |     |  | 1.03           |   |  | .98           
|.40                                    |   |  | .345           |   |  | .270           |     |  | .190           |   |  | .158          
|12.04                                  |   |  | 11.46          |   |  | 10.38          |     |  | 8.62           |   |  | 8.23          
|                                       |   |  |                |   |  |                |     |  |                |   |  |               
|21.00                                  |   |  | 25.50          |   |  | 25.19          |     |  | 12.75          |   |  | 10.75         
|16.50                                  |   |  | 17.75          |   |  | 11.38          |     |  | 10.25          |   |  | 8.25          
|18.50                                  |   |  | 18.50          |   |  | 24.00          |     |  | 11.63          |   |  | 10.32         
|2.2                                    | % |  | 1.9            | % |  | 1.1            | %   |  | 1.6            | % |  | 1.5           
|11.8                                   | x |  | 13.3           | x |  | 11.8           | x   |  | 11.3           | x |  | 10.5          
|$   120,829                            |   |  | $   121,783    |   |  | $   160,477    |     |  | $     78,458   |   |  | $     69,409  
|6,531,314                              |   |  | 6,582,840      |   |  | 6,686,560      |     |  | 6,746,186      |   |  | 6,725,684     
|1,656,449                              |   |  | 1,908,594      |   |  | 3,447,438      |     |  | 1,133,042      |   |  | 2,011,048     
|                                       |   |  |                |   |  |                |     |  |                |   |  |               
|                                      
|$1,146,356                             |   |  | $1,009,275     |   |  | $   816,144    |     |  | $   768,655    |   |  | $   678,102   
|719,969                                |   |  | 631,987        |   |  | 447,332        |     |  | 420,164        |   |  | 362,728       
|4,828                                  |   |  | 4,445          |   |  | 4,329          |     |  | 4,109          |   |  | 3,932         
|348,607                                |   |  | 297,674        |   |  | 302,098        |     |  | 265,954        |   |  | 256,192       
|196,243                                |   |  | 187,209        |   |  | 153,806        |     |  | 147,497        |   |  | 128,236       
|894,072                                |   |  | 777,802        |   |  | 627,763        |     |  | 648,303        |   |  | 555,086       
|63,000                                 |   |  | 57,500         |   |  | 42,500         |     |  |               |   |  | 3,500         
|                                      |   |  |               |   |  |               |     |  |               |   |  |              
|79,999                                 |   |  | 77,061         |   |  | 71,661         |     |  | 59,553         |   |  | 53,762        
|                                       |   |  |                |   |  |                |     |  |                |   |  |               
|                                      
|.99                                    | % |  | 1.02           | % |  | 1.76           | %   |  | .97            | % |  | 1.03          
|13.30                                  |   |  | 12.74          |   |  | 21.72          |     |  | 12.77          |   |  | 14.00         
|3.35                                   |   |  | 3.43           |   |  | 3.97           |     |  | 4.20           |   |  | 4.54          
|2.35                                   |   |  | 2.34           |   |  | 2.86           |     |  | 3.23           |   |  | 3.57          
|24.62                                  |   |  | 24.17          |   |  | 12.43          |     |  | 18.63          |   |  | 14.63         
|                                       |   |  |                |   |  |                |     |  |                |   |  |               
|                                      
|7.41                                   | % |  | 8.00           | % |  | 8.11           | %   |  | 7.59           | % |  | 7.39          
|10.05                                  |   |  | 10.20          |   |  | 13.70          |     |  | 12.66          |   |  | 13.33         
|10.65                                  |   |  | 10.80          |   |  | 14.55          |     |  | 13.54          |   |  | 14.32         
|7.12                                   |   |  | 7.61           |   |  | 8.57           |     |  | 7.69           |   |  | 7.94          
|                                       |   |  |                |   |  |                |     |  |                |   |  |               
|                                      
|.05%                                   |   |  | .04            | % |  | .09            | %   |  | .49            | % |  | .03           
|.03                                    |   |  | .03            |   |  | .09            |     |  | .49            |   |  | .03           
|.50                                    |   |  | .44            |   |  | .53            |     |  | 3.49           |   |  | .19           
|.67                                    |   |  | .70            |   |  | .97            |     |  | .98            |   |  | 1.08          
|.07                                    |   |  | .10            |   |  | .32            |     |  | .34            |   |  | .30           
|12.98                                  | x |  | 16.34          | x |  | 11.45          | x   |  | 1.98           | x |  | 37.81         



|(3) |  | On May 4, 1999, the shareholders approved the reclassification of the Common stock into Class A common stock on a one for one basis. As a result, the Class A common
stock is now the only class of outstanding common stock and has been renamed Common stock. Historical dividend and price information shown is that of the former Class A common stock.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



---

C O N S O L I D A T E D   B A L A N C E   S H E E T S

---







|                                                                                                                                                                                        |  | December 31,
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|(Dollars in thousands)                                                                                                                                                                  |  |             
|ASSETS                                                                                                                                                                                  |  |             
|Cash and due from banks                                                                                                                                                                 |  | $           
|Federal funds sold, securities purchased under agreementsto resell and
interest-bearing deposits with banks                                                                             |  |             
|Investment securities:                                                                                                                                                                  |  |             
|Securities held-to-maturity, at amortized cost (fair value of $10,685and $10,509 in
2002 and 2001, respectively)                                                                        |  |             
|Securities available-for-sale, at fair value                                                                                                                                            |  |             
|                                                                                                                                                                                        |  |             
|Total investment securities                                                                                                                                                             |  |             
|Loans, net of unearned discount                                                                                                                                                         |  |             
|Less-allowance for loan losses                                                                                                                                                          |  |             
|                                                                                                                                                                                        |  |             
|Net loans                                                                                                                                                                               |  |             
|Other real estate owned                                                                                                                                                                 |  |             
|Premises and equipment, net                                                                                                                                                             |  |             
|Other assets                                                                                                                                                                            |  |             
|                                                                                                                                                                                        |  |             
|Total Assets                                                                                                                                                                            |  | $           
|                                                                                                                                                                                        |  |             
|LIABILITIES AND SHAREHOLDERS
EQUITY                                                                                                                                                    |  |             
|Noninterest-bearing demand deposits                                                                                                                                                     |  | $           
|Interest-bearing deposits:                                                                                                                                                              |  |             
|Savings deposits and NOW accounts                                                                                                                                                       |  |             
|Money market accounts                                                                                                                                                                   |  |             
|Time deposits:                                                                                                                                                                          |  |             
|Under $100,000                                                                                                                                                                          |  |             
|$100,000 and over                                                                                                                                                                       |  |             
|                                                                                                                                                                                        |  |             
|Total interest-bearing deposits                                                                                                                                                         |  |             
|                                                                                                                                                                                        |  |             
|Total deposits                                                                                                                                                                          |  |             
|Federal funds purchased, securities sold under agreements torepurchase and other
short term debt                                                                                        |  |             
|Treasury, tax and loan demand notes                                                                                                                                                     |  |             
|Federal Home Loan Bank borrowings                                                                                                                                                       |  |             
|Trust Preferred Capital Securities                                                                                                                                                      |  |             
|Other liabilities                                                                                                                                                                       |  |             
|                                                                                                                                                                                        |  |             
|Total Liabilities                                                                                                                                                                       |  | $           
|                                                                                                                                                                                        |  |             
|Shareholders Equity:                                                                                                                                                                   |  |             
|Preferred stock, no par value, authorized100,000
shares, issuednone                                                                                                                   |  |             
|Common stock, $2 par value, authorized16,000,000 shares in 2002 and 2001,
issued7,283,256 shares in 2002 and 2001, outstanding 6,334,141 shares in 2002 and 6,310,631 shares in 2001 |  |             
|Surplus                                                                                                                                                                                 |  |             
|Accumulated other comprehensive income, net of tax                                                                                                                                      |  |             
|Retained earnings                                                                                                                                                                       |  |             
|Less cost of shares in treasury, 949,115 common shares in 2002 and 972,625 common shares
in 2001                                                                                        |  |             
|                                                                                                                                                                                        |  |             
|Total Shareholders Equity                                                                                                                                                              |  |             
|                                                                                                                                                                                        |  |             
|Total Liabilities and Shareholders Equity                                                                                                                                              |  | $           
|                                                                                                                                                                                        |  |             





14



---

C O N S O L I D A T E D    S T A T E M E N T S    O F
   I N C O M E

---







|(Dollars in thousands except per share amounts)                                                                         |  | Years Ended December 31,
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------
|                                                                                                                        |  | 2002                    
|Interest income:                                                                                                        |  |                         
|Interest and fees on loans                                                                                              |  | $                       
|Interest on securities:                                                                                                 |  |                         
|U.S. Treasury and Government agencies                                                                                   |  |                         
|Obligations of states and political subdivisions                                                                        |  |                         
|Other securities                                                                                                        |  |                         
|Interest on Federal funds sold, securities purchased underagreements to resell and
interest bearing deposits with banks |  |                         
|                                                                                                                        |  |                         
|Total interest income                                                                                                   |  |                         
|Interest expense:                                                                                                       |  |                         
|Interest on savings deposits and NOW accounts                                                                           |  |                         
|Interest on money market accounts                                                                                       |  |                         
|Interest on time deposits                                                                                               |  |                         
|Interest on Federal funds purchased, securities sold underagreements to repurchase
and other short term debt            |  |                         
|Interest on Treasury, tax and loan demand notes                                                                         |  |                         
|Interest on Federal Home Loan Bank borrowings                                                                           |  |                         
|Interest on Trust Preferred Capital Securities                                                                          |  |                         
|                                                                                                                        |  |                         
|Total interest expense                                                                                                  |  |                         
|                                                                                                                        |  |                         
|Net interest income                                                                                                     |  |                         
|Provision for loan losses                                                                                               |  |                         
|                                                                                                                        |  |                         
|Net interest income after provision for loan losses                                                                     |  |                         
|                                                                                                                        |  |                         
|Other income:                                                                                                           |  |                         
|Service charges on deposit accounts                                                                                     |  |                         
|Investment management and trust fees                                                                                    |  |                         
|Merchant credit card processing fees                                                                                    |  |                         
|Gain on mortgages sold, net of commissions                                                                              |  |                         
|Income from revenue sharing agreement                                                                                   |  |                         
|Other operating income                                                                                                  |  |                         
|Investment securities gains, net                                                                                        |  |                         
|                                                                                                                        |  |                         
|Total other income                                                                                                      |  |                         
|                                                                                                                        |  |                         
|Other expenses:                                                                                                         |  |                         
|Salaries and employee benefits                                                                                          |  |                         
|Occupancy expense                                                                                                       |  |                         
|Equipment expense                                                                                                       |  |                         
|Data processing                                                                                                         |  |                         
|Professional fees                                                                                                       |  |                         
|Postage, stationery and supplies                                                                                        |  |                         
|Advertising and business development                                                                                    |  |                         
|Merchant credit card interchange expense                                                                                |  |                         
|Other operating expenses                                                                                                |  |                         
|                                                                                                                        |  |                         
|Total other expenses                                                                                                    |  |                         
|                                                                                                                        |  |                         
|Income before income taxes                                                                                              |  |                         
|Income tax expense                                                                                                      |  |                         
|                                                                                                                        |  |                         
|Net income                                                                                                              |  | $                       
|                                                                                                                        |  |                         
|Basic earnings per share                                                                                                |  | $                       
|                                                                                                                        |  |                         
|Diluted earnings per share                                                                                              |  | $                       
|                                                                                                                        |  |                         



15



---

DIRECTORS   AND   OFFICERS 4

---





Corporate Executive
Officer Directors*



Eugene P. Heytow, Chairman of the Board and Chief Executive Officer 1



Richard M. Rieser, Jr., President 1



Frank M. Paris, Vice Chairman 1



Independent Directors*



John W. Ballantine, Private Investor, formerly Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation 2, 3



Miriam Lutwak Fitzgerald, M.D. 3



Stuart I. Greenbaum, Dean of Olin School of Business, Washington University 2, 3



Charles J. Gries, Partner, Charles J. Gries & Company LLP (Certified public
accountants) 1, 2, 3



Michael L. Stein, Executive Vice
President and Director, Brownson, Rehmus, & Foxworth, Inc. (Financial counseling) 1, 3



Geoffrey R. Stone, Harry Kalven Distinguished Professor of Law, University of Chicago Law School, formerly Provost of the University of Chicago 2,
3



Senior Corporate Officers



Rosemarie Bouman, Vice President and Chief Financial Officer



George C. Clam, Vice President and Chief
Banking Officer



Brian C.
England, Vice President and Chief Marketing Officer



William E. Navolio, Vice President, General Counsel, and Secretary







|* |  | These directors are also directors of Oak Brook Bank
|- |  | ----------------------------------------------------

|1 |  | Member of the FOBB Executive Committee
|- |  | --------------------------------------

|2 |  | Member of the FOBB Audit Committee
|- |  | ----------------------------------

|3 |  | Member of the FOBB Independent Directors Committee
|- |  | --------------------------------------------------

|4 |  | This listing is as of January 29, 2003
|- |  | --------------------------------------



16



---

DIRECTORS   AND   OFFICERS

---







Additional Oak Brook Bank Directors



George C. Clam, Vice Chairman, Oak Brook Bank



Anthony DeSantis, Managing Partner, Drury Lane Theater & Complex



Gary M. Fazzio, Senior Vice President, CB
Richard Ellis, Inc. (Real estate brokerage services)



Thomas J. Hartigan, Vice President, Hartway Management, Inc. (Management and operation of multiple car dealerships)



Andrew Heytow, Vice President, Amalgamated Bank



Bruce Wechsler, President, Wexenthaller
Realty Management, Inc.



Oak Brook Bank Senior Management



Richard M. Rieser Jr.,
Chairman, President, and Chief Executive Officer



George C. Clam, Vice Chairman and Chief Credit and Risk Officer



Rosemarie Bouman, Senior Executive Vice President and Chief Financial Officer



Brian C. England, Senior Executive Vice
President and Chief Marketing Officer



John M. Bonino, Executive Vice President, Commercial Real Estate Lending



Darin P. Campbell, Executive Vice President, Consumer Lending



Glenn R. Krietsch, Executive Vice
President, Commercial Lending



James McGrath, Executive Vice President, Commercial and Institutional Banking



William E. Navolio, Executive Vice President, General Counsel and Secretary



Susan G. Peterson, Executive Vice
President, Retail Banking



Thomas S. Sawyer, Executive Vice President, Investment Management and Trust



17



---

SHAREHOLDER INFORMATION

---







Stock Listing



The Companys Common Stock trades on The Nasdaq Stock Market®under the ticker symbol FOBB.As of March 13, 2003, there were 386 holders of record and approximately 1,449 beneficial shareholders.





Transfer Agent and Registrar



For answers to questions about stock transfers, changes of address, dividend payments, or lost certificates, call our transfer agent, Oak Brook Bank, at (630) 571-1050 x 255.





Market Makers



The
following firms make a market in the Companys Common Stock. Those marked with an asterisk* also are providing research coverage.



|Cincinnati Stock Exchange           |  | 800-843-3924
|----------------------------------- |  | ------------
|FTN Financial Securities Corp *     |  | 615-734-6050
|Goldman Sachs & Co                  |  | 212-902-1000
|Herzog, Heine Geduld, LLC           |  | 877-333-9183
|Huntleigh Securities Corp           |  | 800-727-5405
|Howe Barnes Investments, Inc. *     |  | 312-655-3000
|Keefe, Bruyette & Woods, Inc        |  | 212-887-7777
|Knight Securities LP                |  | 800-544-7508
|McConnell Budd & Romano             |  | 973-538-7800
|Merrill Lynch, Pierce, Fenner       |  | 800-637-7455
|RBC Dain Rauscher                   |  | 312-559-1200
|Sandler, ONeill & Partners, L.P. * |  | 800-635-6851
|Stifel, Nicolaus & Co., Inc. *      |  | 314-342-2000
|Susquehanna Capital Group           |  | 610-617-2600
|Trident Securities, Inc             |  | 404-249-6644
|William Blair & Co                  |  | 312-236-1600





Stock Data



|(per share)          |  |   | First Quarter |  |   | SecondQuarter |   |  |   | Third Quarter |  |   | Fourth Quarter |  |   | Full Year
|-------------------- |  | - | ------------- |  | - | ------------- | - |  | - | ------------- |  | - | -------------- |  | - | ---------
|                    
|2002                 |  |   |               |  |   |               |   |  |   |               |  |   |                |  |   |          
|Diluted net earnings |  | $ | .61           |  | $ | (.37          | ) |  | $ | .63           |  | $ | .73            |  | $ | 1.61     
|Dividends paid       |  |   | .12           |  |   | .12           |   |  |   | .1425         |  |   | .1425          |  |   | .525     
|High(1)              |  |   | 31.35         |  |   | 34.45         |   |  |   | 32.25         |  |   | 33.44          |  |   | 34.45    
|Low(1)               |  |   | 24.05         |  |   | 30.09         |   |  |   | 27.27         |  |   | 29.50          |  |   | 24.05    
|Close                |  |   | 31.15         |  |   | 31.57         |   |  |   | 29.73         |  |   | 31.42          |  |   | 31.42    
|                    
|2001                 |  |   |               |  |   |               |   |  |   |               |  |   |                |  |   |          
|Diluted net earnings |  | $ | .46           |  | $ | .50           |   |  | $ | .56           |  | $ | .60            |  | $ | 2.12     
|Dividends paid       |  |   | .11           |  |   | .11           |   |  |   | .11           |  |   | .12            |  |   | .45      
|High(1)              |  |   | 21.38         |  |   | 22.25         |   |  |   | 25.50         |  |   | 24.15          |  |   | 25.50    
|Low(1)               |  |   | 17.44         |  |   | 18.95         |   |  |   | 20.55         |  |   | 20.98          |  |   | 17.44    
|Close                |  |   | 19.44         |  |   | 22.25         |   |  |   | 20.55         |  |   | 24.15          |  |   | 24.15    



|(1) |  | The prices shown represent the high and low closing sales prices for the quarter.
|--- |  | ---------------------------------------------------------------------------------





18



---

CORPORATE INFORMATION

---







Corporate Office



1400 Sixteenth Street

Oak Brook, Illinois 60523

(630) 571-1050

www.firstoakbrook.com

emailrbouman@obb.com



Annual Meeting of
Shareholders



The Annual Meeting of
Shareholders will be held at 10 a.m. on Tuesday, May 6, 2003, in the Conference Center in our Corporate Office at 1400 Sixteenth Street, Oak Brook, Illinois 60523.



Financial Information



The Companys 2002 Form 10-K Annual Report and quarterly financial releases, as well as other Company information, can be accessed
through our website on the Internet at www.firstoakbrook.com.



Any individual requesting a printed copy of the Companys 2002 Form 10-K Annual Report filed with the Securities and Exchange Commission may obtain it without charge by writing to Rosemarie Bouman, Vice President and
Chief Financial Officer, at the Corporate Office.



Products
and Services



To receive information on our
products and services, call us at 1-800-536-3000or visit Oak Brook Banks Internet site at www.obb.com.



19



---

INDEPENDENT AUDITORS REPORT

---







The Board of Directors of First Oak Brook Bancshares, Inc.:



We have audited, in accordance with auditing standards generally accepted in the United States of America,
the consolidated balance sheets of First Oak Brook Bancshares, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, changes in shareholders equity, and cash flows for each of the years in
the three-year period ended December 31, 2002 (not presented herein); and in our report dated February 18, 2003, we expressed an unqualified opinion on those consolidated financial statements.



In our opinion, the information set forth in the accompanying
condensed consolidated financial statements is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.



LOGO



Chicago, Illinois

February 18, 2003



20



---



Growing
larger, growing stronger.



[PHOTOS OF BANK
APPEAR HERE]







First Oak Brook Bancshares, Inc.

1400 Sixteenth Street, Oak Brook, IL 60523