##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
      FORM 10-K
  Annual Report Pursuant to
    Section 13 or 15(d) of The Securities Exchange Act of
    1934
  For the fiscal year ended
    December 31, 2005
  Commission file number
    0-14468
      FIRST OAK BROOK
    BANCSHARES, INC.
  DELAWARE

36-3220778(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1400 Sixteenth Street, Oak Brook, IL 60523 - 
    Telephone Number
    (630) 571-1050
  Securities registered pursuant to Section 12(b) of the
    Act:
   Securities Registered Pursuant to Section 12(g) of the
    Act:
 Common Stock, $2.00 par value
 Preferred Share Purchase Rights
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      Documents
    incorporated by reference




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##### 



Form 10-K
    Table of Contents
  PageNumberPART IItem 1


Business and
    Statistical Disclosure by Bank Holding Companies


3Item 1A


Risk Factors


11Item 1B


Unresolved Staff
    Comments


14Item 2


Properties


14Item 3


Legal
    Proceedings


14Item 4


Submission of
    Matters to a Vote of Security Holders


14PART II 





 Item 5


Market for
    Registrants Common Equity, Related Shareholder Matters and
    Issuer Purchases of Equity Securities


15Item 6


Selected Financial
    Data


17Item 7


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation


19Item 7A


Quantitative and
    Qualitative Disclosures About Market Risks


51Item 8


Consolidated
    Financial Statements and Supplementary Data


52Item 9


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


86Item 9A


Controls and
    Procedures


86Item 9B


Other
    Information


87PART III 





 Item 10


Directors and
    Executive Officers of the Registrant


87Item 11


Executive
    Compensation


87Item 12


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Shareholder Matters


88Item 13


Certain
    Relationships and Related Transactions


88Item 14


Principal
    Accountant Fees and Services


88PART IV 





 Item 15


Exhibits and
    Financial Statement Schedules


88Signatures


91Form of Separation Agreement and General Release for Brian EnglandSubsidiaries of the RegistrantConsent of Grant Thornton LLPConsent of KPMG LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906   2




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##### Table of Contents



PART I  ITEM 1.
    Business
    and Statistical Disclosure by Bank Holding
    Companies  General
        First Oak Brook Capital Markets, Inc.
    (FOBCM):
  FOBB Statutory Trust I, FOBB Statutory Trust II and
    FOBB Statutory Trust III: Form 10-K
    Oak Real Estate Development Corporation:
  West Erie, LLC: Form 10-K
  OBB Real Estate Holdings, LLC and OBB Real Estate
    Investments, LLC:
  not-for-profit
   3




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Form 10-K 800-536-3000. www.obb.com
    loan-to-value debt-to-income
  Competition
      Available
    Information
  www.firstoakbrook.com. Form 10-K, Form 10-Q, Form 8-K
 4




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Regulation
    and Supervision
  General
    Bank
    Holding Company Regulation
    Minimum Capital Requirements.
         5




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##### Table of Contents



Form 10-K.
  Acquisitions.
    Interstate Banking and Branching
    Legislation.
  Ownership Limitations.
  Dividends.
   6




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##### Table of Contents



Bank
    Regulation
      Dividends.
    Federal Reserve System.
  Standards for Safety and Soundness.
 7




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##### Table of Contents



Prompt Corrective Action.
    Insurance of Deposit Accounts.
     8




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##### Table of Contents



Community Reinvestment.
  Bank Secrecy Act; USA PATRIOT Act.
  Compliance with Consumer Protection Laws.
  Enforcement Actions.
   9




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##### Table of Contents



Impact of the Gramm-Leach-Bliley Act.
      Act to End Atrocities and Terrorism in the Sudan (Sudan
    Laws). not-for-profit
     10




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Broker/dealer
    Regulation
    (Rule 15c3-1);
 ITEM 1A.  Risk
    Factors  Form 10-K,
    Credit Risk. and/or
   11




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Interest Rate and Duration Risk.
  and/or
        Geographic Risks.
  Regulatory Risk.
 12




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Liquidity Risk.
  Operational Risks.
    back-up back-up
  Dividend Payout Restrictions.
  Personnel Risk.
  Strategic Execution Risks.
 13




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ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties  Form 10-K. Form 10-K.
  ITEM 3.
    Legal
    Proceedings    ITEM 4.
    Submission
    Of Matters To A Vote Of Security Holders   14




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##### Table of Contents



PART II  ITEM 5.
    Market
    For Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities  FOBB Form 10-K
  Stock
    Data
  Per ShareDiluted


CashNet


Dividends


Book








QuarterQuarter Ended

Earnings


Paid


Value


Low
    Price(1)


High Price
    (1)


End PriceDecember 31,
    2005

$
.38


$
.18


$
13.47


$
26.00


$
29.96


$
27.95September 30,
    2005


.41



.18



13.50



27.93



31.90



30.29June 30, 2005


.45



.18



13.68



27.30



29.15



28.22March 31, 2005


.43



.16



12.85



28.62



31.40



29.29December 31, 2004


.49



.16



13.33



31.09



33.47



32.41September 30, 2004


.46



.16



13.11



29.40



31.29



30.84June 30, 2004


.48



.16



11.73



28.25



31.99



30.30March 31, 2004


.48



.14



13.09



29.55



33.70



30.51     (1)
    
    The prices shown represent the high
    and low closing sales prices for the quarter. 15




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##### Table of Contents



Issuer
    Purchases of Equity Securities
    Total Number


Maximum Numberof Shares Purchased


of Shares that mayTotal Number





as Part of Publicly


yet be Purchasedof Shares


Average Price


Announced Plans


under the Plans orPeriod

Purchased(2)


Paid per Share


or
    Programs(2)


Programs(1)October 1, 2005
    throughOctober 31, 2005


10,000


$
26.95



10,000



17,634November 1, 2005
    throughNovember 30, 2005


15,000



26.80



15,000



2,634December 1, 2005
    throughDecember 31, 2005














Total


25,000


$
26.86



25,000



2,634     (1)
    
    In 2000, the Board of Directors
    approved a stock repurchase program which authorizes the Company
    to repurchase up to 300,000 shares of common stock through
    January 2006 (as extended in August 2003 and again in January
    2005). At December 31, 2005, there are 2,634 shares
    remaining available for repurchase under this program.(2)
    
    Does not include 3,702 shares
    tendered to pay the note receivable on exercised options, the
    withholding tax or the exercise price of an option. 16




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data  three-for-two Form 10-K. Form 10-K.
  Earnings
    Summary and Selected Consolidated Financial Data
  At and for the years ended
    December 31,2005


2004


2003


2002


2001(Dollars in thousands except
    share data)Statement of Income
    DataNet interest income

$
51,358


$
53,411


$
51,231


$
47,448


$
38,916Provision for loan losses


360



500



1,600



14,650



1,550Net interest income after
    provision for loan losses


50,998



52,911



49,631



32,798



37,366Other income


20,204



18,532



18,435



17,450



14,442Other expenses


47,150



43,732



41,503



35,741



31,928Income before income taxes


24,052



27,711



26,563



14,507



19,880Income tax expense


7,419



8,639



8,128



4,006



6,232Net income

$
16,633


$
19,072


$
18,435


$
10,501


$
13,648Common Stock
    Data(1)Basic earnings per share

$
1.69


$
1.95


$
1.92


$
1.10


$
1.44Diluted earnings per share


1.67



1.91



1.87



1.08



1.41Cash dividends paid per share


.70



.62



.449



.35



.30Book value per share


13.47



13.33



12.12



11.44



10.29Closing price of Common Stock per
    share High (full year)


31.90



33.70



32.00



22.97



17.00Low (full year)


26.00



28.25



18.95



16.03



11.63Year-End


27.95



32.41



30.01



20.95



16.10Dividends paid per share to
    closing price


2.5
%


1.9
%


1.5
%


1.7
%


1.9
%Closing price to diluted earnings
    per share


16.74
x


16.97
x


16.05
x


19.40
x


11.42
xMarket capitalization

$
275,291


$
318,292


$
290,518


$
199,050


$
152,402Period end shares outstanding


9,849,425



9,820,811



9,680,711



9,501,196



9,465,947Volume of shares traded


3,255,958



2,183,927



2,276,351



3,318,996



2,318,964 17




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At and for the years ended
    December 31,2005


2004


2003


2002


2001(Dollars in thousands except
    share data)Year-End Balance Sheet
    DataTotal assets

$
2,229,292


$
2,082,524


$
1,847,815


$
1,597,496


$
1,386,551Loans, net of unearned discount


1,312,264



1,071,655



915,678



912,081



916,645Allowance for loan losses


8,812



8,546



8,369



7,351



6,982Investment securities


792,697



841,077



783,471



507,485



327,389Demand deposits


278,697



265,251



250,101



247,806



211,939Total deposits


1,883,682



1,714,536



1,458,502



1,264,731



1,077,966FHLB of Chicago borrowings


133,888



161,418



161,500



102,000



86,000Junior subordinated notes issued
    to capital
    trusts(2)


23,713



23,713











Trust Preferred Capital
    Securities(2)










23,000



18,000



6,000Shareholders equity


134,587



133,787



120,892



111,942



99,552Financial RatiosReturn on average assets


.78
%


.96
%


1.11
%


.71
%


1.04
%Return on average equity


12.46



15.21



15.79



10.03



14.47Net interest margin


2.56



2.89



3.36



3.44



3.26Net interest spread


2.11



2.56



2.97



2.89



2.38Dividend payout ratio


42.53



32.70



25.75



32.98



21.29Consolidated Capital
    RatiosAverage equity to average total
    assets


6.22
%


6.30
%


7.05
%


7.06
%


7.22
%Tier 1 capital ratio


10.23



11.57



12.52



11.06



10.03Total capital ratio


10.77



12.20



13.26



11.73



10.72Capital leverage ratio


7.36



7.47



8.11



7.74



7.42Asset Quality RatiosNonperforming loans to total loans
    outstanding


.06
%


.01
%


.06
%


.16
%


.19
%Nonperforming assets to total
    assets


.04



.49



.91



.60



.14Nonperforming assets to total
    capital


.67



7.59



13.88



8.58



1.89Allowance for loan losses to total
    loans outstanding


.67



.80



.91



.81



.76Net charge-offs to average loans


.01



.03



.07



1.54



.03Allowance for loan losses to
    nonperforming loans


11.06
x


57.74
x


15.44
x


5.09
x


4.03
x     (1)
    
    Common Stock data has been restated
    to give effect to the
    three-for-two
    stock split effective in August 2003.(2)
    
    The Company deconsolidated three
    statutory trust subsidiaries on January 1, 2004 upon
    adoption of FASB Interpretation No. 46R,
    Consolidation of Variable Interest Entities. As a
    result, the Company reported junior subordinated notes issued to
    capital trusts in lieu of trust preferred capital securities.
    See Note 8 to the Companys consolidated financial
    statements under Item 8 of this
    Form 10-K
    for more information. 18




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ITEM 7.
    Managements
    Discussion And Analysis Of Financial Condition And Results Of
    Operation  Form 10-K.
  EXECUTIVE
    SUMMARY
  not-for-profit
            2005


2004


2003Net income

$
16,633,000


$
19,072,000


$
18,435,000Basic earnings per share

$
1.69


$
1.95


$
1.92Diluted earnings per share

$
1.67


$
1.91


$
1.87Return on average assets


.78
%


.96
%


1.11
%Return on average equity


12.46
%


15.21
%


15.79
%  19




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##### Table of Contents




    Assets at year-end grew to a record $2.229 billion, up 7%
    from $2.083 billion at year end 2004.
    Loans grew to a record $1.312 billion, up 22% from
    $1.072 billion at year end 2004. The Company experienced
    growth in all loan categories. See Loans for more
    information.
    Investments were $792.7 million, down 6% from
    $841.1 million at year end 2004. The Company is redeploying
    cash flows from investments into the loan portfolio. See
    Investments for more information.
    Deposits grew to $1.884 billion, up 10% from
    $1.715 billion at year end 2004. See Deposits
    for more information.
    Shareholders equity increased to $134.6 million, up
    1% from $133.8 million at year end 2004. See Capital
    Resources for more information.
    Cash dividends paid per share increased to $.70 per share,
    up 13% from $.62 in 2004. The current annualized dividend rate
    is $.72 per share.
    Total trust assets under administration climbed to
    $1.057 billion, up 12% from $944.3 million at year end
    2004. Discretionary assets under management rose to
    $832.8 million, up 11% from $751.0 million at year end
    2004.
    Other Real Estate Owned (OREO) dropped to $15,000 at
    year end 2005, down steeply from $9.857 million at year end
    2004 due to the successful sell-out of the remaining inventory
    of condominium units and all but one parking space at 60 W.
    Erie. See Asset Quality for more information.
    Net income decreased 13% in 2005.
    Net interest income decreased $2.053 million, or 4%. Volume
    of average earning assets increased $159.9 million, average
    loans rose $197.9 million and average investments fell
    $23.7 million.
    Net interest margin decreased 33 basis points to 2.56%.
    Margin compression was primarily due to having a liability
    sensitive balance sheet in a rising interest rate environment,
    the flattening yield curve and competitive pressures on loan and
    deposit pricing.
    The provision for loan losses was $360,000, down from $500,000
    in 2004, due to high asset quality and low net charge-offs.
    Nonperforming loans stood at $797,000 at December 31, 2005.
    Net charge-offs were $94,000 in 2005. See Allowance for
    Loan Losses for more information.
    Treasury management fees decreased $1,084,000 primarily due to
    higher earnings credit rates being paid on commercial checking
    account balances.
    Investment management and trust fees rose $433,000 due primarily
    to the increase in total assets under administration and
    discretionary assets under management as compared to
    December 31, 2004.
    Merchant credit card processing fees increased
    $2.038 million, while the related interchange expense
    increased $1.824 million as compared to 2004, due to
    increased volume.
    Gain on mortgages sold increased $707,000 from $242,000 in 2004,
    due to increased mortgage originations arising from the
    Guaranteed Best Rate mortgage products.
    Income from the sale of covered call options was down $568,000
    from 2004.
    Salaries and employee benefits increased $1.497 million
    primarily due to higher compensation expense, more full-time
    equivalents and increased benefit costs.
    Occupancy and Equipment expense increased $331,000 due to branch
    expansion.
    Advertising and business development increased $397,000 due to
    promotion of the Guaranteed Best Rate products and
    individual marketing and entertainment costs.
    Provision for OREO decreased $1.217 million as no valuation
    adjustment was necessary in 2005.    Application
    of Critical Accounting Policies
   20




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##### Table of Contents



Allowance
    for Loan Losses
          
    Monthly reports prepared by the Banks management and
    reviewed by the loan committee which contain information on the
    overall characteristics of the loan portfolio, including
    delinquencies, nonaccruals and specific analysis of potential
    problem loans that require special attention (i.e.
    Management Watch list); 21




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
    Examinations of the loan portfolio of the Bank by Federal and
    State regulatory agencies, including Shared National Credit
    reviews of syndicated loans;
    Reviews by third-party credit review consultants.  Form 10-K
  Income
    Taxes
    Form 10-K
  RESULTS
    OF OPERATIONS
  Net
    Interest Income
   22




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##### Table of Contents



Average
    Balances and Effective Interest Rates
  2005


2004


2003Interest








Interest








InterestAverage


Income/


Yield/


Average


Income/


Yield/


Average


Income/


Yield/Balance


Expense


Rates


Balance


Expense


Rates


Balance


Expense


Rates(Dollars in thousands)AssetsEarning assets:Fed funds sold and interest-bearing
    deposits with other banks

$
34,380


$
1,178



3.43
%

$
48,622


$
691



1.42
%

$
45,678


$
500



1.09
%Investment securities:Taxable securities


769,151



33,124



4.31



789,842



34,618



4.38



570,662



26,796



4.70Tax-exempt
    securities(1)


39,495



2,068



5.24



42,501



2,290



5.39



37,551



2,356



6.27Total investment
    securities(2)

$
808,646


$
35,192



4.35
%

$
832,343


$
36,908



4.43
%

$
608,213


$
29,152



4.79
%Loans:(3)Commercial(1)


115,607



6,415



5.55



95,176



4,228



4.44



88,386



4,666



5.28Syndicated


57,489



3,405



5.92



31,625



1,429



4.52



39,347



1,898



4.82Construction, land acquisition and
    development


99,495



7,100



7.14



62,946



3,748



5.95



56,084



3,579



6.38Commercial mortgage


259,939



18,135



6.98



244,400



15,726



6.43



227,233



16,030



7.05Residential mortgage


122,424



6,258



5.11



104,865



5,325



5.08



92,732



5,380



5.80Home equity


156,643



8,545



5.46



145,539



5,700



3.92



131,934



5,207



3.95Indirect vehicle:Auto


303,175



12,164



4.01



253,292



10,384



4.10



212,962



11,366



5.34Harley Davidson motorcycle


63,237



3,541



5.60



45,038



2,730



6.06



33,232



2,254



6.78Consumer


10,495



676



6.44



7,765



474



6.10



8,669



540



6.23Total loans, net of unearned
    discount

$
1,188,504


$
66,239



5.57
%

$
990,646


$
49,744



5.02
%

$
890,579


$
50,920



5.72
%Total earning assets/ interest
    income

$
2,031,530


$
102,609



5.05
%

$
1,871,611


$
87,343



4.67
%

$
1,544,470


$
80,572



5.22
%Cash and due from banks


34,460











36,771











39,898Other assets


87,952











90,102











79,429Allowance for loan losses


(8,641
)










(8,703
)










(8,204
)$
2,145,301










$
1,989,781










$
1,655,593Liabilities and
    Shareholders EquityInterest-bearing liabilities:Savings deposits and NOW accounts

$
263,109


$
3,828



1.45
%

$
281,964


$
3,149



1.12
%

$
214,120


$
2,163



1.01
%Money market accounts


206,807



5,229



2.53



141,234



1,811



1.28



132,964



1,534



1.15Time deposits


1,050,925



33,335



3.17



928,822



21,167



2.28



732,738



17,899



2.44Total interest-bearing deposits

$
1,520,841


$
42,392



2.79
%

$
1,352,020


$
26,127



1.93
%

$
1,079,822


$
21,596



2.00
%Securities sold under agreements to
    repurchase and other short-term borrowings


39,834



1,104



2.77



41,651



450



1.08



78,779



829



1.05FHLB of Chicago borrowings


138,881



5,248



3.78



161,940



5,197



3.21



99,679



5,051



5.07Junior subordinated notes issued to
    capital
    trusts (4)


23,713



1,952



8.23



23,713



1,526



6.44











Trust Preferred Capital
    Securities (4)


























18,178



1,228



6.76Total interest-bearing
    liabilities/interest expense

$
1,723,269


$
50,696



2.94
%

$
1,579,324


$
33,300



2.11
%

$
1,276,458


$
28,704



2.25
%Noninterest-bearing demand deposits


273,284











271,259











246,525Other liabilities


15,295











13,797











15,846Total liabilities

$
2,011,848










$
1,864,380










$
1,538,829Shareholders equity


133,453











125,401











116,764$
2,145,301










$
1,989,781










$
1,655,593Net interest income/net interest
    spread(5)





$
51,913



2.11
%





$
54,043



2.56
%





$
51,868



2.97
%Net interest
    margin(6)










2.56
%










2.89
%










3.36
%     (1)
    
    Tax equivalent basis. Interest income and average yield on
    tax-exempt loans and investment securities include the effects
    of tax equivalent adjustments using a tax rate of 35% in 2005,
    2004 and 2003. See the following table for reconciliation to
    GAAP.(2)
    
    Investment securities are shown at their respective carrying
    values. Based on the amortized cost, the average balance and
    weighted-average tax equivalent yield of total investment
    securities was $813,961 and 4.32% in 2005; $832,987 and 4.43% in
    2004; and $599,081 and 4.87% in 2003.(3)
    
    Includes nonaccrual loans which averaged $328, $252, and $275
    for the years ended December 31, 2005, 2004, and 2003,
    respectively.(4)
    
    The Company deconsolidated three statutory trust subsidiaries on
    January 1, 2004 upon adoption of FASB Interpretation
    no. 46R, Consolidation of Variable Interest
    Entities. As a result, the Company reported junior
    subordinated notes issued to capital trusts in lieu of trust
    preferred capital securities.(5)
    
    Total yield on average earning assets, less total rate paid on
    average interest-bearing liabilities.(6)
    
    Net interest income on a tax equivalent basis divided by average
    earning assets. 23




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##### Table of Contents



2005


2004


2003


2005


2004


2003(Dollars in thousands)Tax-exempt securities


Commercial loansGAAP Income

$
1,546


$
1,711


$
1,787


$
6,382


$
4,175


$
4,598Tax equivalent adjustment


522



579



569



33



53



68Tax equivalent interest income

$
2,068


$
2,290


$
2,356


$
6,415


$
4,228


$
4,666   2005
    versus 2004
        
    The yield on average earning assets increased 38 basis
    points to 5.05%, while the cost of interest-bearing liabilities
    increased 83 basis points to 2.94% for 2005. Margin compression
    was primarily the result of being liability sensitive
    (liabilities reprice more quickly than assets) as interest rates
    rose, competitive pressures on loan and deposits pricing and the
    flattening of the yield curve. In June 2004, the Federal Reserve
    began raising short-term rates gradually  doing
    so thirteen times for an aggregate increase of 325 basis
    points by December 2005, while the long-term 10 year
    Treasury decreased 23 basis points to 4.39% during this
    same period. The Federal Reserve has raised short-term rates an
    additional 25 basis points thus far in 2006 which may
    perpetuate the Companys margin pressure.
    The increase in the yield on average earning assets is due
    primarily to the increase in the yield on loans, partially
    offset by a decrease in the yield earned on investment
    securities. The yield on average loans increased 55 basis points
    due to the rising rate environment and an overall increase in
    loan fees of $1,139,000 to $3,272,000 in 2005 from $2,133,000 in
    2004 primarily due to prepayment penalties. This increase in
    loan fees represents a six basis point increase in the yield on
    average loans. Although loan fees are amortized to income over
    the loan period as a normal part of the business, the additional
    fees associated with the prepayment of loans are less
    predictable and can result in a spike in earnings since these
    fees are recorded in income when received. The investment
    portfolio yield declined partially as a result of the shortening
    of the average contractual maturity of the portfolio to
    5.7 years at December 31, 2005 from 6.3 years at
    December 31, 2004.
    The increase in the cost of average interest-bearing liabilities
    is due primarily to the rising rate environment affecting the
    public fund time deposits and the growing retail time deposit
    and money market portfolios. Since these deposits reprice
    frequently, their cost is more quickly impacted by a rise in
    interest rates and the high level of competition in the Chicago
    market.    
    Total average earning assets increased $159.9 million, or
    9%, as compared to 2004. Average loans for 2005 increased
    $197.9 million, or 20%, as compared to 2004 and consist of
    increases in all categories as follows: indirect vehicle loans
    ($68.1 million), commercial and syndicated loans
    ($46.3 million), construction loans ($36.5 million),
    residential mortgage loans ($17.6 million), commercial
    mortgage loans ($15.5 million), and home equity loans
    ($11.1 million). See Loans for further analysis.
    The Companys average securities portfolio decreased by
    $23.7 million, or 3%, and consisted of decreases in
    U.S. Treasuries ($27.6 million), corporate and other
    securities ($7.8 million), and state and municipal 24




---



##### Table of Contents



obligations ($4.3 million), partially offset by an increase
    in U.S. Government agency securities ($16.0 million).
    See Investment Securities for further analysis.  
    Average Fed funds sold and interest-bearing deposits with other
    banks decreased $14.2 million due primarily to cash flows
    from deposit growth being invested in loans rather than in the
    Fed funds market.
    Average interest-bearing liabilities increased
    $143.9 million, or 9%, as compared to 2004. Average
    interest-bearing deposits increased $168.8 million
    primarily due to growth in time deposits ($122.1 million)
    and money market accounts ($65.6 million), partially offset
    by a decrease in savings and NOW accounts ($18.9 million).
    Time deposits were augmented by a $46.7 million average
    increase in public funds. The overall increase in average
    deposits includes $48.4 million from the four branches
    opened in 2005.
    Average Federal Home Loan Bank (FHLB) of
    Chicago borrowings decreased $23.1 million due to maturing
    advances.
    Average demand deposits increased $2.0 million due
    primarily to new accounts, offset by closed accounts and
    decreased balances from existing treasury management customers
    (due primarily to higher earnings credit rates). See
    Summary of Other Income for further discussion.
    Average securities sold under agreements to repurchase and other
    short-term borrowings decreased $1.8 million due primarily
    to a $2.9 million average decrease in commercial and term
    repurchase agreements.  2004
    versus 2003
        
    The yield on average earning assets decreased 55 basis
    points to 4.67% while the cost of interest-bearing liabilities
    decreased 14 basis points to 2.11% for 2004. The Federal Reserve
    reduced the Fed funds rate by 25 basis points in June 2003.
    The Fed funds rate stayed constant until June 2004, at which
    time the Federal Reserve began raising rates
    gradually  doing so five times for an aggregate
    increase of 125 basis points by December 2004. Margin
    compression was partially the result of being liability
    sensitive (liabilities reprice more quickly than assets) as
    interest rates rose, competitive pressures on loan and deposit
    pricing and the flattening of the yield curve.
    The decrease in the yield on average earning assets is due
    primarily to growth in lower yielding asset categories
    (investments and indirect auto loans). The investment portfolio
    yield was compressed partially as a result of the overall
    shortening of the contractual maturity of the portfolio to
    6.3 years at December 31, 2004 from 7.8 years at
    December 31, 2003 and a reduction in accretion income. In
    addition, the Company experienced an overall decrease in loan
    fees of $685,000 to $2,133,000 in 2004 from $2,818,000 in 2003
    primarily due to a decrease in prepayment penalties and
    contingent fee arrangements. This decrease represents a seven
    basis point decline in the yield on average earning assets.
    Although loan fees are amortized to income over the loan period
    as a normal part of the business, the additional fees associated
    with the prepayment of loans are less predictable and, during
    periods of higher prepayment activity, can result in a spike in
    earnings since these fees are recorded in income when received.
    The decrease in the cost of average interest-bearing liabilities
    is due primarily to growth in public fund time deposits which
    typically have a lower cost and shorter terms than promotional
    rate retail time deposits. 25




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##### Table of Contents




    Total average earning assets increased $327.1 million, or
    21%, as compared to 2003. The Companys average securities
    portfolio increased by $224.1 million, or 37%, and
    consisted of increases in U.S. Government agency securities
    ($218.8 million), corporate and other securities
    ($13.0 million), and state and municipal obligations
    ($4.6 million), offset by a decrease in U.S. Treasury
    securities ($12.2 million). See Investment
    Securities for further analysis.
    Average loans for 2004 increased $100.1 million, or 11%, as
    compared to 2003. The increase primarily consisted of increases
    in indirect vehicle loans ($52.1 million), commercial
    mortgage loans ($17.2 million), home equity loans
    ($13.6 million), residential mortgage loans
    ($12.1 million), and construction loans
    ($6.9 million). See Loans for further analysis.
    Average interest-bearing liabilities increased
    $302.9 million, or 24%, as compared to 2003. Average
    interest-bearing deposits increased $272.2 million
    primarily due to growth in time deposits ($196.1 million),
    savings and NOW accounts ($67.8 million) and money market
    accounts ($8.3 million). Time deposits were augmented by a
    $107.5 million average increase in public funds, while
    savings and NOW growth was spurred by the promotion of higher
    rate products. The overall increase in average deposits included
    an increase of $78.4 million from the three branches opened
    in 2003.
    Average securities sold under agreements to repurchase and other
    short-term borrowings decreased $37.1 million due primarily
    to a $39.2 million average decrease in commercial and term
    repurchase agreements.
    Average Federal Home Loan Bank (FHLB) of
    Chicago borrowings increased $62.3 million due primarily to
    the advance of an additional $75 million floating rate
    borrowing on December 30, 2003 as part of a balance sheet
    arbitrage initiated to lock in a favorable spread.
    As a result of the deconsolidation of the three statutory trust
    subsidiaries, the Company reported an average of
    $23.713 million in junior subordinated notes issued to
    capital trusts for 2004 in lieu of the $18.178 million of
    average trust preferred capital securities recorded for 2003.
    The average increase in the reported liability of
    $5.5 million is due primarily to the $5 million
    participation in a pooled trust preferred offering in the fourth
    quarter of 2003 and the $713,000 of the Companys equity in
    the unconsolidated subsidiaries which is now included in Other
    Assets. See Notes 1 and 8 to the Companys financial
    statements under Item 8 of this
    Form 10-K.
    Average demand deposits increased $24.7 million due
    primarily to new customer volume and increased balances from
    existing treasury management customers. 26




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##### Table of Contents



Analysis
    of Net Interest Income Changes
      Analysis
    of Net Interest Income Changes
  2005 Over 2004


2004 Over 2003Volume(1)


Rate(1)


Total


Volume(1)


Rate(1)


Total(Dollars in thousands)Increase (decrease) in interest
    income:Fed funds sold and
    interest-bearing deposits with other banks

$
(249
)

$
736


$
487


$
41


$
150


$
191Taxable securities


(1,035
)


(459
)


(1,494
)


9,692



(1,870
)


7,822Tax-exempt
    securities(2)


(163
)


(59
)


(222
)


293



(359
)


(66
)Loans, net of unearned
    discount(2), (3)


10,470



6,025



16,495



5,428



(6,604
)


(1,176
)Total interest income

$
9,023


$
6,243


$
15,266


$
15,454


$
(8,683
)

$
6,771Increase (decrease) in interest
    expense:Savings deposits and NOW accounts

$
(225
)

$
904


$
679


$
740


$
246


$
986Money market accounts


1,096



2,322



3,418



100



177



277Time deposits


3,013



9,155



12,168



4,538



(1,270
)


3,268Securities sold under agreements
    to repurchase and other short-term borrowings


(21
)


675



654



(400
)


21



(379
)FHLB of Chicago borrowings


(803
)


854



51



2,440



(2,294
)


146Junior subordinated notes issued
    to capital
    trusts(4)






426



426



359



(61
)


298Total interest expense

$
3,060


$
14,336


$
17,396


$
7,777


$
(3,181
)

$
4,596Increase (decrease) in net
    interest income

$
5,963


$
(8,093
)

$
(2,130
)

$
7,677


$
(5,502
)

$
2,175     (1)
    
    The change in interest due to both
    rate and volume has been allocated proportionately.(2)
    
    Tax equivalent basis. Tax-exempt
    loans and investment securities include the effects of tax
    equivalent adjustments using a tax rate of 35% in 2005, 2004 and
    2003.(3)
    
    Includes nonaccrual loans.(4)
    
    Shows junior subordinated notes
    issued to capital trusts for 2005 and 2004 compared to
    Trust Preferred Capital Securities for 2003 due to
    deconsolidation of statutory trusts on January 1, 2004. See
    Notes 1 and 8 to the Companys financial statements
    under Item 8 of this
    Form 10-K
    for more information. 27




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##### Table of Contents



Provision
    for Loan Losses
    Summary
    of Other Income
    % Change2005


2004


2003


05-04


04-03(Dollars in thousands)Service charges on deposit
    accounts 
    Treasury management

$
3,415


$
4,499


$
5,601



(24
)%


(20
)%Retail and small business


1,229



1,272



1,259



(3
)


1Investment management and trust
    fees


3,054



2,621



2,140



17



22Merchant credit card processing
    fees


8,016



5,978



4,849



34



23Gains on mortgages sold, net


949



242



1,004



292



(76
)Income from bank owned life
    insurance


995



847



829



17



2Income from sales of covered call
    options


542



1,110



1,167



(51
)


(5
)Securities dealer income


224



224



64







250Other operating income


1,593



1,398



1,305



14



7Net investment securities gains


187



341



217



(45
)


57Total

$
20,204


$
18,532


$
18,435



9
%


1
%   2005
    versus 2004
     28




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##### Table of Contents



other-than-temporary
  2004
    versus 2003
   29




---



##### Table of Contents



not-for-profit
     30




---



##### Table of Contents



Summary
    of Other Expenses
    % Change2005


2004


2003


05-04


04-03(Dollars in thousands)Salaries and employee benefits

$
25,456


$
23,959


$
23,346



6
%


3
%Occupancy


3,602



3,389



2,893



6



17Equipment


2,218



2,100



1,979



6



6Data processing


2,105



1,884



1,828



12



3Professional fees


1,260



931



1,309



35



(29
)Postage, stationery and supplies


1,093



1,043



1,132



5



(8
)Advertising and business
    development


2,499



2,102



1,778



19



18Merchant credit card interchange


6,648



4,824



3,799



38



27Provision for other real estate
    owned






1,217



1,415



(100
)


(14
)FDIC assessment


237



224



201



6



11Other operating expenses


2,032



2,059



1,823



(1
)


13Total

$
47,150


$
43,732


$
41,503



8
%


5
%Expense ratios:Operating expenses as a percentage
    of average assets


2.2
%


2.2
%


2.5
%Overhead ratio


1.3



1.4



1.5Efficiency ratio


65.9



60.8



59.6   2005
    versus 2004
           31




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##### Table of Contents



2004
    versus 2003
                Income
    Tax Expense
    Form 10-K.
 32




---



##### Table of Contents



Form 10-K.
  FINANCIAL
    CONDITION
  Liquidity
          
    Fed funds lines aggregating $215 million with six
    correspondent banks subject to the continued good financial
    standing of the Bank. As of December 31, 2005,
    $207 million was available for use under these lines.
    Reverse repurchase agreement lines aggregating $400 million
    with four brokerage firms subject to the pledge of specific
    collateral and the continued good financial standing of the
    Bank. The lines were unused at December 31, 2005. An
    investment security is pledged towards a reverse repurchase
    agreement at the time the Bank enters into such agreement.
    Advances from the FHLB of Chicago subject to the pledge of
    specific collateral and ownership of sufficient FHLB of Chicago
    stock. As of December 31, 2005, advances totaled
    $133.9 million and approximately $55.1 million
    remained available to the Bank under the FHLB of Chicago
    agreements without the pledge of additional collateral. The Bank
    has pledged substantially all residential mortgage loans,
    specifically listed multi-family mortgage loans and certain
    agency securities towards the advances. At December 31,
    2005, the carrying value of loans pledged totaled
    $146.7 million and the carrying value of securities pledged
    totaled $82.5 million. Additional advances can be obtained
    subject to the availability of collateral.
    The Bank has a borrowing line of approximately
    $405.0 million at the discount window of the Federal
    Reserve Bank and has pledged substantially all construction
    loans, syndicated loans, home equity lines and the majority of
    commercial mortgage loans against this line. The carrying value
    of loans pledged at December 31, 2005 totaled
    $519.4 million. The line was unused at December 31,
    2005.      
    The Company has cash, short-term investments and other
    marketable securities totaling $13.6 million at
    December 31, 2005.
    The Company has an unsecured revolving credit arrangement for
    $15 million. The line was unused at December 31, 2005.
    The line was renewed through April 1, 2006 and is
    anticipated to be renewed annually. 33




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##### Table of Contents



Interest
    Rate Sensitivity
      2005−200 bp


−100 bp


−25 bp


+25 bp


+100 bp


+200 bp(Dollars in thousands)Annual net interest income change
    from an immediate change in rates

$
(872
)

$
313


$
277


$
(333
)

$
(1,393
)

$
(2,893
)Percent change


(2.0
)%


.7
%


.6
%


(.8
)%


(3.2
)%


(6.6
)%   2004−200 bp


−100 bp


−25 bp


+25 bp


+100 bp


+200 bp(Dollars in thousands)Annual net interest income change
    from an immediate change in rates


NA


$
13


$
(80
)

$
(57
)

$
(840
)

$
(1,922
)Percent change


NA




%


(.2
)%


(.1
)%


(1.7
)%


(3.9
)%   immediate and sustained
  ramped
     34




---



##### Table of Contents



static gap analysis
  Interest
    Rate Sensitive Position
  1-90 days


91-180 days


181-365 days


Over 1 year


Total(Dollars in thousands)Rate sensitive assets:Fed funds sold and
    interest-bearing deposits with other banks

$
995


$
918


$



$
1,403


$
3,316Taxable securities


12,964



16,612



54,211



672,053



755,840Tax-exempt securities


985



530



4,559



30,783



36,857Loans, net of unearned discount


550,602



76,946



139,373



545,343



1,312,264Total

$
565,546


$
95,006


$
198,143


$
1,249,582


$
2,108,277Cumulative total

$
565,546


$
660,552


$
858,695


$
2,108,277Rate sensitive liabilities:Savings deposits and NOW accounts

$
258,683


$



$



$



$
258,683Money market accounts


267,060















267,060Time deposits


391,523



197,329



427,273



63,147



1,079,272Borrowings


140,540



10,009



18



45,037



195,604Total

$
1,057,806


$
207,338


$
427,291


$
108,184


$
1,800,619Cumulative total

$
1,057,806


$
1,265,144


$
1,692,435


$
1,800,619Cumulative gap

$
(492,260
)

$
(604,592
)

$
(833,740
)

$
307,658Cumulative gap to total assets
    ratio


(22.1
)%


(27.1
)%


(37.4
)%


13.8
%     Off-Balance
    Sheet Arrangements and Other Contractual Obligations and
    Commitments
  Off-Balance
    Sheet Arrangements
   35




---



##### Table of Contents



Contractual
    Obligations
  Form 10-K
    Less than


One to


Three toone year


three years


five years


Over 5 years


Total(Dollars in thousands)Long term borrowings

$
20,000


$
98,000


$
15,888


$
23,713


$
157,601Operating lease obligations


503



960



676



474



2,613Employment benefit obligations


592



67



67



3,354



4,080Purchase obligations


1,943



270











2,213$
23,038


$
99,297


$
16,631


$
27,541


$
166,507     Commitments
     36




---



##### Table of Contents



Less Than


One to


Three to


OverOne Year


Three Years


Five Years


Five Years


Total(Dollars in thousands)Commercial loans

$
55,193


$
123


$
7,242


$



$
62,558Syndicated loans






13,632



73,504



9,226



96,362Construction, land acquisition and
    development loans


52,368



52,547



27,443



1,506



133,864Commercial mortgage


3,186



671











3,857Home equity loans


5,075



15,965



40,756



128,252



190,048Residential mortgage














1,315



1,315Check credit


713















713Consumer


157











60



217Performance standby letters of
    credit


8,471



4,816







200



13,487Financial standby letters of credit


1,996



1,396



7,641



856



11,889Total commitments

$
127,159


$
89,150


$
156,586


$
141,415


$
514,310   Investment
    Securities
    December 31,2005


WAM(4)


2004


WAM(4)


2003


WAM(4)U.S. Treasuries(1)

$
10,705



8.6


$
20,101



8.4


$
61,745



8.5U.S. Government
    agencies(2)


682,176



5.2



718,350



5.8



606,075



7.1State and municipal obligations


40,428



3.6



43,697



3.6



40,768



4.0Corporate securities


27,641



21.0



29,891



22.5



28,258



24.4Other
    securities(3)


31,747







29,038







46,625



Total investment portfolio

$
792,697



5.7


$
841,077



6.3


$
783,471



7.8     (1)
    
    Includes trading securities of $924
    at December 31, 2005.(2)
    
    Includes agency mortgage-backed
    securities and collateralized mortgage obligations.(3)
    
    Includes FHLB of Chicago stock
    (non-marketable equity security), FNMA perpetual preferred
    stock, money market funds and corporate equity securities which
    have no stated maturity date. Other securities are not included
    in the calculation for weighted average maturity.(4)
    
    Represents the weighted average
    contractual maturity stated in years.    2005
   37




---



##### Table of Contents



other-than-temporarily other-than-temporary. other-than-temporarily
      Callable inCallable

Callable

2008 and

Callablein 2006

in 2007

Beyond

in Total(Dollars in thousands)U.S. Government agencies:Total callable

$551,113

$19,972



$571,085In-the-money
    calls

$8,051

$10,116



$18,167Coupon range

2.8%-6.0%

5.0%-6.0%



2.8%-6.0%State and municipal obligations:Total callable

$3,427

$1,212

$3,291

$7,930In-the-money
    calls

$3,127

$1,116

$1,003

$5,246Coupon range

2.4%-7.5%

3.4%-4.6%

3.4%-5.5%

2.4%-7.5%Corporate and other securities:Total callable

$12,909

$5,448

$10,356

$28,713In-the-money
    calls

$1,834

$4,449

$5,994

$12,277Coupon range

2.4%-9.0%

5.2%-8.4%

4.1%-9.3%

2.4%-9.3%  38




---



##### Table of Contents



2004
        Analysis
    of Investment
    Portfolio(1)
  U.S. Government


State and Municipal


Corporate andU.S. Treasuries


Agencies(2)


Obligations


Other Securities


TotalAmount


Yield


Amount


Yield


Amount


Yield(3)


Amount


Yield


Amount


Yield(Dollars in thousands)Maturities:Within 1 year

$
924



3.58
%

$
56,383



3.17
%

$
6,433



3.27
%

$
2,004



6.49
%

$
65,744



3.29
%15 years










309,451



3.99



24,701



4.20



250



7.19



334,402



4.01510 years


9,781



4.30



316,158



4.74



8,477



3.89



3,198



4.85



337,614



4.70After 10 years










184



5.21



817



4.15



22,189



7.04



23,190



6.92Other
    Securities(4)


























31,747







31,747



$
10,705



4.24
%

$
682,176



4.27
%

$
40,428



3.98
%

$
59,388



6.74
%

$
792,697



4.34
%Average months to maturity


103







62







43







252







68     (1)
    
    Amounts listed in the table are at
    carrying value and the yield is calculated based on amortized
    cost.(2)
    
    Included in U.S. Government
    agencies are agency mortgage-backed securities (MBS)
    and agency collateralized mortgage obligations
    (CMOs). Given the amortizing nature of MBS and CMOs,
    the maturities presented in the table are based on their
    estimated average lives at December 31, 2005. The estimated
    average lives may differ from actual principal cash flows since
    cash flows include prepayments and scheduled principal
    amortization.(3)
    
    Yields on state and municipal
    obligations include the effects of tax equivalent adjustments
    using a tax rate of 35%.(4)
    
    Other securities include FHLB of
    Chicago stock, FNMA perpetual preferred stock (floating rate),
    money market funds (floating rate), and corporate equity
    securities which have no stated maturity date; other securities
    are not included in the average months to maturity or the
    average yield. 39




---



##### Table of Contents



Loans
  December 31,2005


2004


2003


2002


2001(Dollars in thousands)Commercial

$
130,772


$
116,653


$
95,761


$
96,681


$
100,975Syndicated


63,272



34,958



33,088



39,285



45,716Real estateConstruction, land acquisition and
    development


122,689



75,833



40,493



60,805



102,594Commercial mortgage


279,018



247,840



234,967



245,099



213,689Residential mortgage


130,819



109,097



101,133



100,840



105,168Home equity


158,279



151,873



139,926



123,531



112,877Indirect vehicleAuto


333,871



276,411



226,877



206,568



205,298Harley Davidson motorcycle


71,341



51,560



35,957



29,552



19,013Consumer


22,211



7,443



7,487



9,731



11,353$
1,312,272


$
1,071,668


$
915,689


$
912,092


$
916,683Less:Unearned discount


8



13



11



11



38Allowance for loan losses


8,812



8,546



8,369



7,351



6,982Loans, net

$
1,303,452


$
1,063,109


$
907,309


$
904,730


$
909,663   2005
    one-to-four
  Commercial loans
 40




---



##### Table of Contents



Syndicated loans
  Construction, land acquisition and development loans
  Commercial mortgage loans
  Residential mortgage loans
  Home equity loans
  Indirect auto loans
  Harley-Davidson motorcycle loans
  Consumer loans
  2004
    Commercial loans
 41




---



##### Table of Contents



Syndicated loans
  Construction, land acquisition and development loans
  Commercial mortgage loans
  Residential mortgage loans
  Home equity loans
  Indirect auto loans
  Harley-Davidson motorcycle loans
    Maturity
    Distribution of Selected Loans
  One Year


One to


Five to


Overor
    less(1)


Five Years


Ten Years


Ten Years


Total(Dollars in thousands)Commercial and Syndicated

$
75,391


$
101,342


$
12,811


$
4,500


$
194,044Construction, land acquisition and
    development


57,885



59,885



4,919







122,689Commercial mortgage


22,063



192,723



55,962



8,270



279,018Residential mortgage


138



44,353



4,160



82,168



130,819Home equity


3,897



43,605



110,777







158,279$
159,374


$
441,908


$
188,629


$
94,938


$
884,849     (1)
    
    Includes demand notes. 42




---



##### Table of Contents



Fixed


VariableRate


Rate


Total(Dollars in thousands)Commercial and Syndicated

$
39,101


$
79,552


$
118,653Construction, land acquisition and
    development


5,118



59,686



64,804Commercial mortgage


161,685



95,270



256,955Residential mortgage


105,566



25,115



130,681Home equity


1,335



153,047



154,382$
312,805


$
412,670


$
725,475   The Wall Street Journals
  Allowance
    for Loan Losses
       43




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##### Table of Contents



Summary
    of Loan Loss Experience
  2005


2004


2003


2002


2001(Dollars in thousands)Average loans for the year, net of
    unearned discount and allowance for loan losses

$
1,179,863


$
981,943


$
882,375


$
916,377


$
863,681Allowance for loan losses,
    beginning of the year

$
8,546


$
8,369


$
7,351


$
6,982


$
5,682Charge-offs during the
    year:(1)Commercial loans


(3
)


(76
)










(7
)Syndicated loans










(815
)






Construction, land acquisition and
    development loans






(64
)






(13,963
)


Commercial mortgage loans






(28
)










Home equity loans


(1
)


(15
)










Indirect vehicle loans


(446
)


(486
)


(478
)


(533
)


(304
)Overdraft loans and uncollected
    funds






(5
)


(5
)


(11
)


(3
)Consumer loans


(11
)


(9
)


(8
)


(4
)


(9
)Total charge-offs


(461
)


(683
)


(1,306
)


(14,511
)


(323
)Recoveries during the
    year:(1)Commercial loans


39



1



1



44



Construction, land acquisition and
    development loans


32



15



492







Home equity loans


1



15











Indirect vehicle loans


273



272



215



161



41Overdraft loans and uncollected
    funds






50







1



1Consumer loans


22



7



16



24



31Total recoveries


367



360



724



230



73Net charge-offs during the year


(94
)


(323
)


(582
)


(14,281
)


(250
)Provision for loan losses


360



500



1,600



14,650



1,550Allowance for loan losses, end of
    year

$
8,812


$
8,546


$
8,369


$
7,351


$
6,982Ratio of net charge-offs to
    average loans outstanding


.01
%


.03
%


.07
%


1.54
%


.03
%Allowance for loan losses as a
    percent of loans outstanding, net of unearned discount at end of
    the year


.67
%


.80
%


.91
%


.81
%


.76
%Ratio of allowance for loan losses
    to nonperforming loans


11.06
x


57.74
x


15.44
x


5.09
x


4.03
x     (1)
    
    There have been no losses or
    recoveries in residential mortgage loan portfolio and no
    recoveries in the commercial mortgage and syndicated loan
    portfolios over the past five years.   44




---



##### Table of Contents



Allocation
    of Allowance for Loan Losses
  December 31,2005


2004


2003


2002


2001(Dollars in thousands)Allocation of allowance for loan
    losses:Commercial loans

$
701


$
821


$
951


$
1,125


$
887Syndicated loans


564



567



582



2,531



810Construction, land acquisition and
    development loans


133



332



42



64



257Commercial mortgage loans


309



381



386



740



413Residential mortgage loans


35



71



75



100



56Home equity loans


73



45



46



47



44Indirect vehicle loans


1,793



1,521



1,319



1,233



1,241Consumer loans


93



39



42



47



54Unallocated


5,111



4,769



4,926



1,464



3,220Total allowance

$
8,812


$
8,546


$
8,369


$
7,351


$
6,982Percentage of loans to gross loans:Commercial


10.0
%


10.9
%


10.5
%


10.6
%


11.0
%Syndicated


4.8



3.3



3.6



4.3



5.0Construction, land acquisition and
    development


9.3



7.1



4.4



6.6



11.2Commercial mortgage


21.3



23.1



25.7



26.9



23.3Residential mortgage


10.0



10.2



11.0



11.1



11.5Home equity


12.1



14.2



15.3



13.5



12.3Indirect vehicle


30.9



30.6



28.7



25.9



24.5Consumer


1.6



0.6



0.8



1.1



1.2100.0
%


100.0
%


100.0
%


100.0
%


100.0
%    45




---



##### Table of Contents



Asset
    Quality
      December 31,2005


2004


2003


2002


2001(Dollars in thousands)Nonaccruing loans

$
150


$



$
293


$
821


$
1,295Loans which are past due
    90 days or more


647



148



249



623



437Total nonperforming loans


797



148



542



1,444



1,732Other real estate owned


15



9,857



16,130



7,944



Repossessed vehicles


88



145



106



217



146Total nonperforming assets

$
900


$
10,150


$
16,778


$
9,605


$
1,878Nonperforming loans to total loans
    outstanding


.06
%


.01
%


.06
%


.16
%


.19
%Nonperforming assets to total
    assets


.04
%


.49
%


.91
%


.60
%


.14
%Nonperforming assets to total
    capital


.67
%


7.59
%


13.88
%


8.58
%


1.89
%     OREO
      Since Acquisition2005


2004


(November 2002)(Dollars in thousands)Beginning Balance

$
9,761


$
16,130


$
Transfer of net realizable value
    to OREO










3,606Funding towards project


704



2,386



19,563Sales proceeds, net


(10,450
)


(7,538
)


(20,522
)Provision for OREO






(1,217
)


(2,632
)Balance at December 31

$
15


$
9,761


$
15  46




---



##### Table of Contents



Repossessed
    Autos
    Potential
    Problem Loans
    Deposits
    Average
    Deposits and Rate by Type
  2005


2004


2003Amount


Rate


Amount


Rate


Amount


Rate(Dollars in thousands)Noninterest-bearing demand deposits

$
273,284




%

$
271,259




%

$
246,525




%Savings deposits and NOW accounts


263,109



1.45



281,964



1.12



214,120



1.01Money market accounts


206,807



2.53



141,234



1.28



132,964



1.15Time deposits


1,050,925



3.17



928,822



2.28



732,738



2.44Total

$
1,794,125



2.36
%

$
1,623,279



1.61
%

$
1,326,347



1.63
%  47




---



##### Table of Contents



Amount(Dollars in thousands)Three months or less

$
283,112Over three through six months


96,714Over six through twelve months


184,147Over twelve months


21,856Total

$
585,829   Borrowings
    Form 10-K
     48




---



##### Table of Contents



Capital
    Resources
    
    maintain sufficient capital to support the risk characteristics
    of the Company and the Bank; and
    maintain capital ratios which meet and exceed the
    well-capitalized regulatory capital ratio guidelines
    for the Bank, thereby minimizing regulatory intervention and
    lowering FDIC assessments.  Form 10-K
        Branch
    Expansion
  800-536-3000 www.obb.com
     49




---



##### Table of Contents



drive-up
    Condensed
    Quarterly Earnings Summary
  2005


2004Fourth


Third


Second


First


Fourth


Third


Second


FirstQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter(Dollars in thousands)Interest income

$
28,233


$
26,266


$
24,681


$
22,874


$
22,752


$
22,731


$
20,856


$
20,372Interest expense


15,431



13,548



11,658



10,059



9,492



8,963



7,591



7,254Net interest income


12,802



12,718



13,023



12,815



13,260



13,768



13,265



13,118Provision for loan losses


180



180



















250



250Other income


4,891



5,349



5,226



4,738



4,389



4,846



4,731



4,566Other expense


12,026



12,071



11,735



11,318



10,688



11,971



10,670



10,403Income before income taxes


5,487



5,816



6,514



6,235



6,961



6,643



7,076



7,031Income tax expense


1,653



1,752



2,059



1,955



2,021



2,077



2,275



2,266Net Income

$
3,834


$
4,064


$
4,455


$
4,280


$
4,940


$
4,566


$
4,801


$
4,765Earnings per share:Basic

$
.39


$
.41


$
.45


$
.43


$
.50


$
.47


$
.49


$
.49Diluted

$
.38


$
.41


$
.45


$
.43


$
.49


$
.46


$
.48


$
.48     Impact of
    Pending Accounting Standards
   50




---



##### Table of Contents



FORWARD
    LOOKING STATEMENTS
  Form 10-K
  ITEM 7A.
    Quantitative
    And Qualitative Disclosures About Market Risks   51




---



##### Table of Contents



ITEM 8.
    Consolidated
    Financial Statements and Supplementary Data  CONSOLIDATED
    BALANCE SHEETS
  December 31,2005


2004(Dollars in thousands)AssetsCash and due from banks

$
37,445


$
34,273Fed funds sold and interest-bearing
    deposits with other banks


3,316



51,479Investment securities:Securities
    held-to-maturity,
    at amortized cost (fair value of $32,682 and $35,525 in 2005 and
    2004, respectively)


33,118



35,469Securities
    available-for-sale,
    at fair value


738,277



786,198Trading securities, at fair value


924



Non-marketable securities- FHLB
    stock


20,378



19,410Total investment securities


792,697



841,077Loans, net of unearned discount


1,312,264



1,071,655Less-allowance for loan losses


(8,812
)


(8,546
)Net loans


1,303,452



1,063,109Other real estate owned, net of
    valuation reserve


15



9,857Premises and equipment, net of
    accumulated depreciation


40,684



34,561Bank owned life insurance


25,853



24,858Other assets


25,830



23,310Total Assets

$
2,229,292


$
2,082,524LiabilitiesNoninterest-bearing demand deposits

$
278,667


$
265,251Interest-bearing deposits:Savings deposits and NOW accounts


258,683



291,028Money market accounts


267,060



166,777Time deposits:Under $100,000


493,443



376,841$100,000 and over


585,829



614,639Total interest-bearing deposits


1,605,015



1,449,285Total deposits


1,883,682



1,714,536Fed funds purchased and securities
    sold under agreements to repurchase


31,531



25,285Treasury, tax and loan demand notes


6,472



7,792Federal Home Loan Bank of
    Chicago borrowings


133,888



161,418Junior subordinated notes issued to
    capital trusts


23,713



23,713Other liabilities


15,419



15,993Total Liabilities


2,094,705



1,948,737Shareholders
    EquityPreferred Stock, no par value,
    authorized100,000 shares, issuednone






Common Stock, $2 par value,
    authorized16,000,000 shares in 2005 and 2004,
    issued10,924,868 shares in 2005 and 2004,
    outstanding9,849,425 shares in 2005 and
    9,820,811 shares in 2004


21,850



21,850Surplus


9,021



7,751Accumulated other comprehensive
    (loss) income, net of tax


(7,607
)


432Retained earnings


124,455



114,897Less cost of shares in treasury,
    1,075,443 common shares in 2005 and 1,104,057 common shares in
    2004


(13,132
)


(11,143
)Total Shareholders Equity


134,587



133,787Total Liabilities and
    Shareholders Equity

$
2,229,292


$
2,082,524    52




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended
    December 31,2005


2004


2003(Dollars in thousandsexcept per share
    amounts)Interest and dividend income:Loans

$
66,206


$
49,691


$
50,852Investment securities:U.S. Treasuries and
    U.S. Government agencies


29,589



30,064



23,465State and municipal obligations


1,749



1,953



2,036Corporate and other securities


3,332



4,312



3,082Fed funds sold and interest-bearing
    deposits with other banks


1,178



691



500Total interest and dividend income


102,054



86,711



79,935Interest expense:Savings deposits and NOW accounts


3,828



3,149



2,163Money market accounts


5,229



1,811



1,534Time deposits


33,335



21,167



17,899Fed funds purchased and securities
    sold under agreements to repurchase


985



403



797Treasury, tax and loan demand notes


119



47



32Federal Home Loan Bank of
    Chicago borrowings


5,248



5,197



5,051Junior subordinated notes issued to
    capital trusts


1,952



1,526



Trust Preferred Capital
    Securities










1,228Total interest expense


50,696



33,300



28,704Net interest income


51,358



53,411



51,231Provision for loan losses


360



500



1,600Net interest income after provision
    for loan losses


50,998



52,911



49,631Other income:Service charges on deposit accounts:Treasury management


3,415



4,499



5,601Retail and small business


1,229



1,272



1,259Investment management and trust fees


3,054



2,621



2,140Merchant credit card processing fees


8,016



5,978



4,849Gains on mortgages sold, net


949



242



1,004Increase in cash surrender value of
    bank owned life insurance


995



847



829Income from sales of covered call
    options


542



1,110



1,167Securities dealer income


224



224



64Other operating income


1,593



1,398



1,305Net investment securities gains


187



341



217Total other income


20,204



18,532



18,435Other expenses:Salaries and employee benefits


25,456



23,959



23,346Occupancy


3,602



3,389



2,893Equipment


2,218



2,100



1,979Data processing


2,105



1,884



1,828Professional fees


1,260



931



1,309Postage, stationery and supplies


1,093



1,043



1,132Advertising and business development


2,499



2,102



1,778Merchant credit card interchange


6,648



4,824



3,799Provision for other real estate
    owned






1,217



1,415Other operating expenses


2,269



2,283



2,024Total other expenses


47,150



43,732



41,503Income before income taxes


24,052



27,711



26,563Income tax expense


7,419



8,639



8,128Net income

$
16,633


$
19,072


$
18,435Basic earnings per share

$
1.69


$
1.95


$
1.92Diluted earnings per share

$
1.67


$
1.91


$
1.87    53




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
  AccumulatedCommon Stock





Other








TotalPar





Comprehensive


Retained


Treasury


ShareholdersShares


Value


Surplus


(Loss) Income


Earnings


Stock


Equity(Dollars in thousands except
    share amounts)Balance at December 31, 2002


10,924,868


$
21,850


$
4,586


$
8,523


$
88,374


$
(11,391
)

$
111,942Comprehensive income, net of taxNet income


















18,435







18,435Unrealized holding loss during the
    year of $6,919, plus reclassification adjustment for net
    realized gains included in net income of $141














(7,060
)










(7,060
)Total comprehensive income


























11,375Dividends declared ($0.49 per
    share)


















(4,747
)






(4,747
)Payment of note receivable on
    exercised options










100











(35
)


65Reissuance of treasury stock










123











88



211Exercise of stock options
    (including tax benefit of $991 and share repurchases)










956











1,239



2,195Purchase of treasury stock (7,500
    common shares)






















(149
)


(149
)Balance at December 31, 2003


10,924,868


$
21,850


$
5,765


$
1,463


$
102,062


$
(10,248
)

$
120,892Comprehensive income, net of taxNet income


















19,072







19,072Unrealized holding loss during the
    year of $809, plus reclassification adjustment for net realized
    gains included in net income of $222














(1,031
)










(1,031
)Total comprehensive income


























18,041Dividends declared ($0.64 per
    share)


















(6,237
)






(6,237
)Reissuance of treasury stock










177











86



263Exercise of stock options
    (including tax benefit of $1,721 and share repurchases)










1,809











(12
)


1,797Purchase of treasury stock (32,353
    common shares)






















(969
)


(969
)Balance at December 31, 2004


10,924,868


$
21,850


$
7,751


$
432


$
114,897


$
(11,143
)

$
133,787Comprehensive income, net of
    taxNet income


















16,633







16,633Unrealized holding loss during
    the year of $7,917, plus reclassification adjustment for net
    realized gains included in net income of $122














(8,039
)










(8,039
)Total comprehensive
    income


























8,594Dividends declared
    ($0.72 per share)


















(7,075
)






(7,075
)Payment of note receivable on
    exercised options










100











(100
)


Reissuance of treasury
    stock










148











128



276Compensation expense- stock
    compensation plans










68















68Exercise of stock options
    (including tax benefit of $825 and share repurchases)










954











1,290



2,244Purchase of treasury stock
    (113,603 common shares)






















(3,307
)


(3,307
)Balance at December 31,
    2005


10,924,868


$
21,850


$
9,021


$
(7,607
)

$
124,455


$
(13,132
)

$
134,587    54




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended
    December 31,2005


2004


2003(Dollars in thousands)Cash flows from operating
    activities:Net income

$
16,633


$
19,072


$
18,435Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


3,071



2,868



2,577Discount accretion


(592
)


(759
)


(818
)Premium amortization


1,256



890



757Provision for loss on other real
    estate owned






1,217



1,415Provision for loan losses


360



500



1,600Deferred tax (benefit) provision


(259
)


54



183Purchases of interest-bearing
    deposits with other banks


(900
)


(1,400
)


Investment securities gains, net


(187
)


(341
)


(217
)Gains on sales of premises and
    equipment


(46
)


(30
)


(25
)Trading securities transactions, net


(901
)


4



Origination of real estate loans
    for sale


(81,316
)


(16,786
)


(78,300
)Proceeds from sales of real estate
    loans originated for sale


81,172



16,585



82,067Gain on sales of real estate loans
    originated for sale


(995
)


(282
)


(1,481
)Gain on sale of other real estate
    owned


(87
)






Tax benefit on exercised options


825



1,721



991Increase in cash surrender value of
    bank owned life insurance


(995
)


(847
)


(827
)FHLB of Chicago stock dividends


(969
)


(2,064
)


(986
)Increase in other assets


(549
)


(2,092
)


(230
)Increase in other liabilities


3,871



2,458



1,854Net cash provided by operating
    activities


19,392



20,768



26,995Cash flows from investing
    activities:Securities
    held-to-maturity:Purchases


(6,288
)


(35,520
)


(6,829
)Proceeds from maturities, calls and
    paydowns


8,343



13,378



3,444Securities
    available-for-sale:Purchases


(175,729
)


(767,544
)


(634,417
)Proceeds from maturities, calls and
    paydowns


123,686



494,386



177,903Proceeds from sales


85,576



238,205



173,456Increase in loans


(239,867
)


(156,328
)


(7,259
)Purchases of premises and
    equipment, net of disposals


(8,966
)


(3,912
)


(9,463
)Investment in bank owned life
    insurance






(3,000
)


(5,000
)Proceeds from sales of other real
    estate owned, net


10,634



7,538



2,534Additional capitalized costs of
    other real estate owned


(758
)


(2,386
)


(12,135
)Net cash used in investing
    activities


(203,369
)


(215,183
)


(317,766
)Cash flows from financing
    activities:Increase in noninterest-bearing
    demand deposits


13,416



15,150



2,295Increase in interest-bearing
    deposits


155,730



240,884



191,476Increase (decrease) in short-term
    borrowing obligations


4,926



(36,833
)


(14,727
)Proceeds from FHLB of Chicago
    borrowings


15,000



20,920



85,000Repayment of FHLB of Chicago
    borrowings


(42,530
)


(21,002
)


(25,500
)Proceeds from Trust Preferred
    Capital Securities










5,000Purchases of treasury stock


(3,307
)


(969
)


(149
)Exercise of stock options, net


1,419



76



1,204Payment of notes receivable on
    exercised options










65Issuance of common stock for
    Employee Stock Purchase Plan


276



251



211Cash dividends paid


(6,864
)


(6,027
)


(4,298
)Net cash provided by financing
    activities


138,066



212,450



240,577Net increase (decrease) in cash and
    cash equivalents


(45,911
)


18,035



(50,194
)Cash and cash equivalents at
    beginning of year


84,351



66,316



116,510Cash and cash equivalents at end of
    year

$
38,440


$
84,351


$
66,316Supplemental disclosures:Interest paid

$
48,120


$
29,705


$
33,399Income taxes paid


5,903



7,825



7,300Transfer of loans to other real
    estate owned






96



Transfer of auto loans to
    repossessed autos


303



415



794Transfer of furniture from OREO to
    fixed asset


53







Transfer of loans originated as
    held-for-sale
    to portfolio


925



150



394    55




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Summary
    of Significant Accounting Policies  Principles of Consolidation:
  Nature of Operations: not-for-profit
  Use of Estimates:
  Investment Securities: held-to-maturity, available-for-sale available-for-sale held-to-maturity Held-to-maturity
    held-to-maturity available-for-sale
    Loans:
 56




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Loan Fees and Related Costs:
  Allowance for Loan Losses: charged-off
        Premises and Equipment:
  Other Real Estate Owned:
  Brokered Deposits:
 57




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Derivative Financial Instruments:
  Transfers of Financial Assets:
  Income Taxes:
  Earnings Per Share:
  Stock-Based Compensation:
  Comprehensive Income: available-for-sale
  Cash and Cash Equivalents:
  Reclassifications:
  New Accounting Standards:
   58




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
      Note 2.
    Cash and
    Due from Banks   59




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Note 3.
    Investment
    Securities    Amortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value(Dollars in thousands)2005Securities
    available-for-sale:U.S. Treasuries

$
9,863


$



$
(82
)

$
9,781U.S. Government agencies


682,426



210



(12,399
)


670,237State and municipal obligations


19,647



320



(218
)


19,749Corporate and other
    securities(1)


38,043



597



(130
)


38,510Total securities
    available-for-sale

$
749,979


$
1,127


$
(12,829
)

$
738,277Securities
    held-to-maturity:U.S. Government agencies

$
11,939


$
1


$
(185
)

$
11,755State and municipal obligations


20,679



147



(399
)


20,427Corporate and other
    securities(1)


500











500Total securities
    held-to-maturity

$
33,118


$
148


$
(584
)

$
32,6822004Securities
    available-for-sale:U.S. Treasuries

$
20,525


$



$
(424
)

$
20,101U.S. Government agencies


704,028



1,672



(2,526
)


703,174State and municipal obligations


23,193



837



(126
)


23,904Corporate and other
    securities(1)


37,788



1,848



(617
)


39,019Total securities
    available-for-sale

$
785,534


$
4,357


$
(3,693
)

$
786,198Securities
    held-to-maturity:U.S. Government agencies

$
15,176


$



$
(22
)

$
15,154State and municipal obligations


19,793



275



(197
)


19,871Corporate and other
    securities(1)


500











500Total securities
    held-to-maturity

$
35,469


$
275


$
(219
)

$
35,525     (1)
    
    Corporate and other securities
    include Trust Preferred Capital Securities
    (TRUPS), FNMA perpetual preferred stock, corporate
    debt and equity securities, foreign bonds and money market funds.     60




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Less Than
    12 Months


12 Months or
    Longer


TotalFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


Losses(Dollars in thousands)2005U.S. Treasuries

$
9,781


$
(82
)

$



$



$
9,781


$
(82
)U.S. Government agencies


411,144



(6,158
)


251,457



(6,426
)


662,601



(12,584
)State and municipal obligations


14,218



(231
)


8,629



(386
)


22,847



(617
)Corporate and other securities


11,426



(73
)


2,942



(57
)


14,368



(130
)Total temporarily impaired
    securities

$
446,569


$
(6,544
)

$
263,028


$
(6,869
)

$
709,597


$
(13,413
)2004U.S. Treasuries

$
20,101


$
(424
)

$



$



$
20,101


$
(424
)U.S. Government agencies


268,594



(1,224
)


39,314



(1,324
)


307,908



(2,548
)State and municipal obligations


14,040



(192
)


2,184



(131
)


16,224



(323
)Corporate and other securities


6,599



(617
)










6,599



(617
)Total temporarily impaired
    securities

$
309,334


$
(2,457
)

$
41,498


$
(1,455
)

$
350,832


$
(3,912
)   other-than-temporary
 61




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     December 31, 2005Amortized


FairCost


Value(Dollars in thousands)Securities
    available-for-sale:Due in one year or less

$
61,226


$
60,692Due after one year through five
    years


315,140



309,784Due after five years through ten
    years


339,599



333,289Due in over ten years


22,641



23,143Other securities with no stated
    maturity
    date(1)


11,373



11,369$
749,979


$
738,277Securities
    held-to-maturity:Due in one year or less

$
4,128


$
4,103Due after one year through five
    years


24,618



24,312Due after five years through ten
    years


4,325



4,220Due in over ten years


47



47$
33,118


$
32,682     (1)
    
    Includes FNMA perpetual preferred
    stock, equity securities and money market funds, which have no
    stated maturity.    available-for-sale other-than-temporary
  available-for-sale available-for-sale
   62




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Note 4.
    Loans    2005


2004(Dollars in thousands)Commercial

$
130,772


$
116,653Syndicated


63,272



34,958Real Estate Construction, land acquisition and
    development


122,689



75,833Commercial mortgage


279,018



247,840Residential mortgage


130,819



109,097Home equity


158,279



151,873Indirect vehicle Auto


333,863



276,398Harley Davidson motorcycle


71,341



51,560Consumer


22,211



7,443Total loans, net of unearned
    discount

$
1,312,264


$
1,071,655       Balance at December 31, 2004

$
629Origination of real estate loans
    for sale


81,316Proceeds from sales of real estate
    loans originated for sale


(81,172
)Gain on sales of real estate loans
    originated for sale


995Noncash transfer of loans from
    originated for sale to portfolio


(925
)Balance at December 31, 2005

$
843     2005


2004


2003(Dollars in thousands)Balance at beginning of year

$
8,546


$
8,369


$
7,351Provision for loan losses


360



500



1,600Recoveries


367



360



724Charge-offs


(461
)


(683
)


(1,306
)Balance at end of year

$
8,812


$
8,546


$
8,369      63




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Note 5.
    Premises
    and Equipment    2005


2004(Dollars in thousands)Land

$
11,009


$
8,861Buildings and improvements


35,032



31,054Leasehold improvements


1,848



1,442Data processing equipment, office
    equipment and furniture


19,303



17,58467,192



58,941Less accumulated depreciation and
    amortization


(26,508
)


(24,380
)Premises and equipment, net

$
40,684


$
34,561     (Dollars in thousands)2006

$
5032007


4932008


4672009


4502010


2262011 and thereafter


474$
2,613       (Dollars in thousands)2006

$
472007


322008


322009


332010


13$
157    64




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Note 6.
    Other
    Real Estate Owned        Note 7.
    Deposits    (Dollars in thousands)2006

$
1,016,1252007


46,4112008


8,4702009


3,7492010


4,1532011 and thereafter


364Total

$
1,079,272     Note 8.
    Borrowings    Short-term
    borrowings
   65




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     2005


2004


2003(Dollars in thousands)Fed funds purchased

$
8,000


$



$
Securities sold under agreements
    to repurchase


23,531



25,285



54,487Treasury, tax and loan demand notes


6,472



7,792



15,423Total

$
38,003


$
33,077


$
69,910Average during the year

$
39,834


$
41,651


$
78,779Maximum month-end balance


96,611



63,644



94,607Average rate at year-end


3.69
%


1.73
%


0.74
%Average rate during the year


2.77
%


1.08
%


1.05
%      66




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   FHLB
    of Chicago borrowings
    2005


2004Maturity

Amount


Rate


Amount


Rate(Dollars in thousands)February 7, 2005

$





%

$
1,500



5.74
%February 19, 2005










10,000



5.97February 22, 2005










5,000



2.13March 21, 2005










5,000



6.53March 21, 2005










5,000



6.20March 21, 2005










5,000



7.14May 3, 2005










6,000



4.37October 31, 2005










5,000



2.75March 1, 2006


10,000



2.05



10,000



2.05April 3, 2006


10,000



2.03



10,000



2.03February 5, 2007


2,000



5.83



2,000



5.83January 12, 2008


15,000



5.23



15,000



5.23February 19, 2008


6,000



6.04



6,000



6.04December 30,
    2008(1)


75,000



4.65



75,000



2.67November 2,
    2009(2)


888



4.22



918



4.22March 22, 2010


5,000



4.58







July 27, 2010


10,000



4.53







Total/Average rate

$
133,888



4.39
%

$
161,418



3.65
%     (1)
    
    Interest floats quarterly at
    3-month
    LIBOR plus 12 basis points. Prepayable without penalties.(2)
    
    Advance requires amortizing
    principal payments monthly.      Junior
    subordinated notes issued to capital trusts
     67




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
      FOBB Statutory

FOBB Statutory

FOBB StatutoryTrust I

Trust II

Trust IIIJunior Subordinated Notes:Principal balance

$6,186

$12,372

$5,155Stated maturity

September
    2030(1)

June 2032(2)

January
    2034(2)Trust Preferred Securities:Face value

$6,000

$12,000

$5,000Interest rate

10.6%

90-day
    LIBOR

90-day
    LIBORplus 3.45%

plus 2.80%Issuance date

September 2000

June 2002

December 2003Distribution date

Semi-annually

Quarterly

Quarterly     (1)
    
    Non-callable for ten years, after
    which the securities have a declining ten year premium call.(2)
    
    Non-callable for five years, after
    which callable at par.    Note 9.
    Income
    Taxes    2005


2004


2003(Dollars in thousands)Current provision

$
7,678


$
8,585


$
7,945Deferred (benefit) provision


(259
)


54



183Total income tax expense

$
7,419


$
8,639


$
8,128  68




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     2005


2004(Dollars in thousands)Gross deferred tax assets:Book over tax loan loss reserve

$
3,084


$
2,991Other real estate owned loss
    reserve






627Other-than-temporary
    impairment


102



Retirement plan


436



637Deferred compensation plans


1,452



1,275State net operating loss
    carryforward


1,776



896Unrealized losses on securities
    available for sale


4,096



Other


212



36Total gross deferred tax assets


11,158



6,462Less valuation allowance


(1,776
)


(896
)Deferred tax assets


9,382



5,566Gross deferred tax liabilities:Unrealized gains on securities
    available-for-sale






232Accretion of discount on securities


117



167Depreciation


1,035



1,308Book over tax basis of land


241



241FHLB of Chicago stock dividends


1,187



1,478Deferred loan costs


656



600Prepaid expenses


287



268Total gross deferred tax
    liabilities


3,523



4,294Net deferred tax asset

$
5,859


$
1,272    69




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     Years Ended
    December 31,2005


2004


2003(Dollars in thousands)Tax expense at statutory rate

$
8,418


$
9,699


$
9,297Decrease in taxes resulting from:Income from state and municipal
    obligations and certain loans not subject to Federal income taxes


(502
)


(588
)


(624
)Bank owned life insurance


(348
)


(296
)


(290
)Other miscellaneous, net


(149
)


(176
)


(255
)Total income tax expense

$
7,419


$
8,639


$
8,128   Note 10.
    Shareholders
    Equity      Note 11.
    Regulatory
    Capital         70




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Capital Required To BeAdequatelyActual


Capitalized


Well CapitalizedAmount


Ratio


Amount


Ratio


Amount


Ratio(Dollars in thousands)As of December 31, 2005:Total Capital (to Risk Weighted
    Assets)Consolidated

$
173,992



10.77
%

$
129,223



8.00
%

$
161,529



10.00
%Oak Brook Bank


161,500



10.06



128,462



8.00



160,577



10.00Tier 1 Capital (to Risk
    Weighted Assets)Consolidated

$
165,180



10.23
%

$
64,611



4.00
%

$
96,917



6.00
%Oak Brook Bank


152,688



9.51



64,231



4.00



96,346



6.00Tier 1 Capital (to Average
    Assets)Consolidated

$
165,180



7.36
%

$
89,732



4.00
%

$
112,165



5.00
%Oak Brook Bank


152,688



6.85



89,173



4.00



111,467



5.00As of December 31, 2004:Total Capital (to Risk Weighted
    Assets)Consolidated

$
164,566



12.20
%

$
107,883



8.00
%

$
134,853



10.00
%Oak Brook Bank


150,547



11.24



107,119



8.00



133,898



10.00Tier 1 Capital (to Risk
    Weighted Assets)Consolidated

$
156,019



11.57
%

$
53,941



4.00
%

$
80,912



6.00
%Oak Brook Bank


142,000



10.61



53,559



4.00



80,339



6.00Tier 1 Capital (to Average
    Assets)Consolidated

$
156,019



7.47
%

$
83,537



4.00
%

$
104,421



5.00
%Oak Brook Bank


142,000



6.82



83,238



4.00



104,048



5.00   Note 12.
    Earnings
    Per Share    2005


2004


2003Net income

$
16,633,000


$
19,072,000


$
18,435,000Denominator for basic
    EPSweighted average common shares outstanding


9,846,806



9,763,936



9,618,815Effect of dilutive securities:Stock options issued to employees
    and directors


134,856



241,365



255,343Restricted stock units issued to
    employees


21







Denominator for diluted earnings
    per share


9,981,683



10,005,301



9,874,158Earnings per share:Basic

$
1.69


$
1.95


$
1.92Diluted

$
1.67


$
1.91


$
1.87    71




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Note 13.
    Contingencies    Note 14.
    Stock-Based
    Compensation         72




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     2005


2004


2003Weighted-





Weighted-





Weighted-Average





Average





AverageExercise





Exercise





ExerciseOptions


Price


Options


Price


Options


PriceOutstanding at the beginning of
    the year


586,672


$
17.21



719,262


$
12.64



830,267


$
10.81Granted


68,000



28.95



96,000



32.73



90,750



20.51Exercised


(151,972
)


12.51



(222,770
)


9.18



(189,605
)


7.87Forfeited


(21,160
)


22.09



(5,820
)


16.49



(12,150
)


20.58Expired


(8,000
)


32.52















Outstanding at the end of the year


473,540


$
19.93



586,672


$
17.21



719,262


$
12.64Exercisable at the end of the year


441,730


$
19.58



349,662


$
12.63



478,622


$
10.39       Options Outstanding


Options ExercisableWeighted-AverageRange of

Number


Remaining

Weighted-Average


Number


Weighted-AverageExercise Prices

Outstanding


Contractual Life

Exercise Price


Exercisable


Exercise Price$ 7.59 − 10.00


36,000



1
.0 years

$
7.67



36,000


$
7.6710.01 − 15.00


144,240



3
.4


12.25



138,030



12.2615.01 − 20.00


74,100



5
.4


17.71



73,500



17.7020.01 − 25.00


70,200



6
.6


20.63



69,300



20.6325.01 − 30.00


85,000



6
.4


29.13



62,500



29.5230.01 − 33.70


64,000



7
.1


33.70



62,400



33.70Total


473,540



5
.1 years

$
19.93



441,730


$
19.58   six-month
   73




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    out-of-the-money, out-of-the-money
  in-the-money, in-the-money in-the-money in-the-money
     74




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     2005


2004


2003Incentive Compensation Plan:Total number of options granted
    during the year


68,000



96,000



90,750Risk-free interest rate


4.02
%


3.79
%


3.38
%Expected life, in years


6.35



6.32



6.48Expected volatility


26.7
%


28.1
%


28.5
%Expected dividend yield


3.1
%


2.2
%


3.0
%Estimated fair value per option

$
6.75


$
8.92


$
5.16Employee Stock Purchase Plan:Risk-free interest rate


3.82
%


2.04
%


1.07
%Expected life, in years


0.5



0.5



0.5Expected volatility


21.6
%


23.7
%


25.0
%     Years Ended
    December 31,2005


2004


2003Net income as reported

$
16,633,000


$
19,072,000


$
18,435,000Less stock-based compensation
    expense determined under fair value based methods, net of tax:Incentive Compensation Plan


(794,000
)


(326,000
)


(249,000
)Employee Stock Purchase Plan


(26,000
)


(27,000
)


(21,000
)Pro forma net income

$
15,813,000


$
18,719,000


$
18,165,000Earnings per share as reported:Basic

$
1.69


$
1.95


$
1.92Diluted

$
1.67


$
1.91


$
1.87Pro forma earnings per share:Basic

$
1.61


$
1.92


$
1.89Diluted

$
1.58


$
1.87


$
1.84     Note 15.
    Employee
    Benefit Plans     75




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
       Note 16.
    Related
    Party Transactions            Note 17.
    Commitments
    and Financial Instruments With Off Balance Sheet Risk     76




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
        2005


2004(Dollars in thousands)Commercial loans

$
62,558


$
55,803Syndicated loans


96,362



62,576Construction, land acquisition and
    development loans


133,864



93,979Commercial mortgage


3,857



1,351Home equity loans


190,048



156,036Residential mortgage


1,315



127Check credit


713



727Consumer


217



35Performance standby letters of
    credit


13,487



12,034Financial standby letters of credit


11,889



6,922Total commitments

$
514,310


$
389,590     Note 18.
    Fair
    Value of Financial Instruments    Cash and due from banks, Fed funds sold and interest-bearing
    deposits:
  Investment securities:
  Loans:
  Bank Owned Life Insurance
    (BOLI):
 77




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Accrued interest receivable:
  Deposit liabilities:
  Short-term debt:
  FHLB of Chicago borrowings:
  Junior subordinated notes issued to capital
    trusts:
  Accrued interest payable:
  Off-balance sheet instruments:
  Limitations:
 78




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     2005


2004Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(Dollars in thousands)Financial AssetsCash and due from banks, Fed funds
    sold and interest-bearing deposits with other banks

$
40,761


$
40,761


$
85,752


$
85,752Investment securities


792,697



792,261



841,077



841,133Loans


1,312,264



1,293,858



1,071,655



1,068,058Bank Owned Life Insurance


25,853



25,853



24,858



24,858Accrued interest receivable


11,806



11,806



10,884



10,884Financial LiabilitiesTime deposits


1,079,272



1,075,066



991,480



989,816Other deposits


804,410



804,410



723,056



723,056Short-term debt


38,003



38,003



33,077



33,077FHLB of Chicago borrowings


133,888



134,567



161,418



162,388Junior subordinated notes


23,713



24,641



23,713



24,641Accrued interest payable


7,252



7,252



5,187



5,187Off-balance sheet commitmentsPerformance standby letters of
    credit






135







120Financial standby letters of credit






119







69Home equity






136







132Check credit






18







19  79




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Note 19.
    Parent
    Company Only Financial Information    Balance
    Sheets (Parent Company Only)
  December 31,2005


2004(Dollars in thousands)AssetsCash and cash equivalents on
    deposit with subsidiary

$
6,985


$
7,782Interest-bearing deposits with
    other banks


918



Investment in subsidiaries


146,092



143,550Securities
    available-for-sale,
    at fair value


5,702



4,325Due from subsidiaries


595



3,464Equipment, net


56



88Other assets


4,528



3,702Total Assets

$
164,876


$
162,911Liabilities and
    Shareholders equityJunior subordinated notes issued
    to capital trusts

$
23,713


$
23,713Other liabilities


6,576



5,411Total Liabilities


30,289



29,124Shareholders Equity


134,587



133,787Total Liabilities and
    Shareholders Equity

$
164,876


$
162,911  80




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Statements
    of Income (Parent Company Only)
  Years Ended
    December 31,2005


2004


2003(Dollars in thousands)Income:Dividends from subsidiaries

$
8,449


$
9,324


$
8,946Interest income


542



363



215Other income


963



961



915Investment securities gains, net


371







288Total income


10,325



10,648



10,364Expenses:Interest on junior subordinated
    notes issued to capital trusts


1,952



1,526



Interest on Trust Preferred
    Capital Securities










1,247Other expenses


3,194



3,422



3,541Total expenses


5,146



4,948



4,788Income before income taxes and
    equity in undistributed net income of subsidiaries


5,179



5,700



5,576Income tax benefit


1,150



1,271



1,187Income before equity in
    undistributed net income of subsidiaries


6,329



6,971



6,763Equity in undistributed net income
    of subsidiaries


10,304



12,101



11,672Net income

$
16,633


$
19,072


$
18,435  81




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Statements
    of Cash Flows (Parent Company Only)
  Years Ended
    December 31,2005


2004


2003(Dollars in thousands)Cash flows from operating
    activities:Net income

$
16,633


$
19,072


$
18,435Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation


32



32



26Discount accretion










7Premium amortization


24



24



Purchases of interest-bearing
    deposits with other banks


(900
)






Investment securities gains, net


(371
)






(288
)Tax benefit on exercised options


825



1,721



991Decrease (increase) in other assets


208



(324
)


(620
)Increase in other liabilities


1,163



250



1,102Decrease (increase) in due from
    subsidiaries


2,869



(2,627
)


22Equity in undistributed net income
    of subsidiaries


(10,304
)


(12,101
)


(11,672
)Net cash provided by operating
    activities


10,179



6,047



8,003Cash flows from investing
    activities:Purchases of
    available-for-sale
    securities


(8,342
)


(1,642
)


(5,042
)Sales of
    available-for-sale
    securities


5,856



817



3,313Purchases of equipment






(33
)


(38
)Net cash used in investing
    activities


(2,486
)


(858
)


(1,767
)Cash flows from financing
    activities:Proceeds from Trust Preferred
    Capital Securities










5,000Exercise of stock options, net


1,419



76



1,204Payment of notes receivable on
    exercised options










65Issuance of common stock for
    Employee Stock Purchase Plan


276



251



211Purchases of treasury stock


(3,307
)


(969
)


(149
)Cash dividends paid


(6,864
)


(6,027
)


(4,298
)Capital contribution to subsidiary


(14
)


(1,000
)


(4,156
)Net cash used in financing
    activities


(8,490
)


(7,669
)


(2,123
)Net (decrease) increase in cash
    and cash equivalents


(797
)


(2,480
)


4,113Cash and cash equivalents at
    beginning of year


7,782



10,262



6,149Cash and cash equivalents at end
    of year

$
6,985


$
7,782


$
10,262  82




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             
    83




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            .
    
    84




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          
   85




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##### Table of Contents



ITEM 9.
    Changes
    In And Disagreements With Accountants On Accounting And
    Financial Disclosure      Regulation S-K
    Regulation S-K Regulation S-K).
  ITEM 9A.
    Controls
    and Procedures   EVALUATION
    OF CONTROLS AND PROCEDURES
    CHANGE IN
    INTERNAL CONTROLS OVER FINANCIAL REPORTING
    MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rule 13a-15(f).
 86




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##### Table of Contents



ITEM 9B.
    Other
    Information   PART III  ITEM 10.
    Directors
    And Executive Officers Of The Registrant        Code of
    Ethics
  www.firstoakbrook.com Form 8-K
  ITEM 11.
    Executive
    Compensation   87




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##### Table of Contents



ITEM 12.
    Security
    Ownership Of Certain Beneficial Owners And Management And
    Related Shareholder Matters      Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities





Remaining Available forto be Issued upon


Weighted-Average


Future Issuance underExercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved
    by security holders:Incentive compensation
    plan(1)


521,741


$
19.93(2
)


378,751Employee stock purchase plan


N/A



N/A



113,992Equity compensation plans not
    approved by security holders










     (1)
    
    As of December 31, 2005, the
    Company has outstanding stock options to employees and directors
    totaling 473,540, deferred stock units issued to outside
    directors in lieu of directors fees totaling 39,978 and
    outstanding restricted stock units to employees totaling 8,223.(2)
    
    Since the deferred stock units and
    the restricted stock units granted under the Incentive
    Compensation Plan do not have an exercise price and are settled
    only for shares of the Companys Common Stock on a
    one-for-one
    basis, these units have been disregarded for purposes of
    computing the weighted-average exercise price.   ITEM 13.
    Certain
    Relationships And Related Transactions     ITEM 14.
    Principal
    Accountant Fees and Services    PART IV  ITEM 15.
    Exhibit
    and Financial Statement Schedules  (a)  1.  FINANCIAL
    STATEMENTS
               88




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##### Table of Contents



2.  FINANCIAL
    STATEMENT SCHEDULES
    (b)
    EXHIBITS  Form 10-K.
  Exhibit (3.1)

Restated Certificate of
    Incorporation of the Company (Exhibit 3.1 to the
    Companys Amendment No. 1 to Registration Statement on
    Form 8-A
    filed May 6, 1999, incorporated herein by reference.)Exhibit (3.2)

Amended and Restated By-Laws of
    the Company as amended through January 27, 2004
    (Exhibit 3.2 to the Companys
    Form 10-Q
    Quarterly report for the period ended March 31, 2004,
    incorporated herein by reference.)Exhibit (4.1)

Form of Common Stock Certificate
    (Exhibit 4.1 to the Companys
    Form 10-Q
    Quarterly Report for the period ended June 30, 1999,
    incorporated herein by reference.)Exhibit (4.2)

Rights Agreement, dated as of
    May 4, 1999 between the Company and Oak Brook Bank, as
    Rights Agent (Exhibit 4.1 to the Companys
    Registration Statement on
    Form 8-A
    filed May 21, 1999, incorporated herein by reference.)Exhibit (4.3)

Certificate of Designations
    Preferences and Rights of Series A Preferred Stock
    (Exhibit A to Exhibit 4.1 to the Companys
    Registration Statement on
    Form 8-A
    filed May 21, 1999, incorporated herein by reference.)Exhibit (4.4)

Form of Rights Certificate
    (Exhibit B to Exhibit 4.1 to the Companys
    Registration Statement on
    Form 8-A
    filed May 21, 1999, incorporated herein by reference.)Exhibit (10.1)

Thirteenth Amendment to Revolving
    Credit Agreement between First Oak Brook Bancshares, Inc. and
    LaSalle Bank National Association dated April 1, 2005.
    (Exhibit 10.5 to the Companys
    Form 10-Q
    for the quarter ended June 30, 2005, incorporated herein by
    reference.)Exhibit (10.2)

First Oak Brook Bancshares, Inc.
    Executive Deferred Compensation Plan effective November 1,
    1997. (Exhibit 10.3 to the Companys
    Form 10-K
    Annual Report for the year ended December 31, 1997,
    incorporated herein by reference.)Exhibit (10.3)

First Oak Brook Bancshares, Inc.
    2001 Stock Incentive Plan effective January 23, 2001.
    (Appendix A to the Companys Proxy and Notice of Annual
    Meeting of Shareholders filed April 2, 2001, incorporated
    herein by reference.)Exhibit (10.4)

License Agreement, between Jack
    Henry & Associates, Inc. and First Oak Brook
    Bancshares, Inc. dated March 10, 1993. (Exhibit 10.8
    to the Companys Form 10-K Annual Report for the year
    ended December 31, 1994, incorporated herein by reference.)Exhibit (10.5)

Form of Transitional Employment
    Agreement for Richard M. Rieser, Jr. and Frank M. Paris.
    (Exhibit 10.9 to the Companys
    Form 10-K
    Annual Report for the year ended December 31, 1998,
    incorporated herein by reference.)Exhibit (10.6)

Form of Transitional Employment
    Agreement for Senior Officers. (Exhibit 10.10 to the
    Companys
    Form 10-K
    Annual Report for the year ended December 31, 1998,
    incorporated herein by reference.)Exhibit (10.7)

Form of Agreement Regarding
    Post-Employment Restrictive Covenants for Eugene P. Heytow,
    Richard M. Rieser, Jr. and Frank M. Paris.
    (Exhibit 10.11 to the Companys
    Form 10-K
    Annual Report for the year ended December 31, 1994,
    incorporated herein by reference.)Exhibit (10.8)

Form of Supplemental Pension
    Benefit Agreement for Eugene P. Heytow. (Exhibit 10.12 to
    the Companys
    Form 10-K
    Annual Report for the year ended December 31, 1994,
    incorporated herein by reference.)Exhibit (10.9)

Form of Supplemental Pension
    Benefit Agreement for Richard M. Rieser, Jr.
    (Exhibit 10.13 to the Companys
    Form 10-K
    Annual Report for the year ended December 31, 1994,
    incorporated herein by reference.)Exhibit (10.10)

Senior Executive Insurance Plan.
    (Exhibit 10.14 to the Companys
    Form 10-K
    Annual Report for the year ended December 31, 1995,
    incorporated herein by reference.) 89




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##### Table of Contents



Exhibit (10.11)

First Oak Brook Bancshares, Inc.
    Annual Performance Bonus Plan effective January 1, 2001.
    (Appendix B to the Companys Proxy and Notice of Annual
    Meeting of Shareholders filed April 2, 2001, incorporated
    herein by reference.)Exhibit (10.12)

First Oak Brook Bancshares, Inc.
    Directors Stock Plan
    (Form S-8
    filed October 25, 1999, incorporated herein by reference.)Exhibit (10.13)

First Oak Brook Bancshares, Inc.
    Incentive Compensation Plan (Appendix A to the Companys
    Proxy and Notice of Annual Meeting of Shareholders filed
    March 30, 2004, incorporated herein by reference.)Exhibit (10.14)

Form of Stock Option Agreement
    under the Companys Incentive Compensation Plan
    (Exhibit 10.14 to the Companys
    Form 10-K
    Annual Report for the year ended December 31, 2004,
    incorporated herein by reference.)Exhibit (10.15)

Form of Restricted Stock Unit
    Award Agreement under the Companys Incentive Compensation
    Plan (Exhibit 10.15 to the Companys
    Form 10-K
    Annual Report for the year ended December 31, 2004,
    incorporated herein by reference.)Exhibit (10.16)

Form of Agreement Regarding
    Confidentiality, Non-Solicitation of Customers and Employees and
    Prohibited Conduct Plan (Exhibit 10.16 to the
    Companys
    Form 10-K
    Annual Report for the year ended December 31, 2004,
    incorporated herein by reference.)Exhibit (10.17)

Form of Retirement Agreement for
    Eugene P. Heytow (Exhibit 99.1 to the Companys
    Form 8-K
    Current Report filed March 9, 2005, incorporated herein by
    reference.)Exhibit (10.18)

Form of Separation Agreement and
    General Release for Brian C. England.*Exhibit (10.19)

Amendment to the Supplemental
    Pension Benefit Agreement between the Company and Eugene P.
    Heytow, effective as of December 30, 2005
    (Exhibit 10.1 to the Companys
    Form 8-K
    Current Report filed January 6, 2006, incorporated herein
    by reference.)Exhibit (21)

Subsidiaries of the Registrant.*Exhibit (23.1)

Consent of Grant Thornton LLP.*Exhibit (23.2)

Consent of KPMG LLP.*Exhibit (31.1)

Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 of Richard M.
    Rieser, Jr., Chief Executive Officer.*Exhibit (31.2)

Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 of Rosemarie
    Bouman, Chief Financial Officer.*Exhibit (32.1)

Certification pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 of Richard M.
    Rieser, Jr., Chief Executive Officer.*Exhibit (32.2)

Certification pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 of Rosemarie
    Bouman, Chief Financial Officer.*   Form 10-K
 90




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##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, the Registrant has duly
    caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized.
  First Oak Brook
    Bancshares, Inc.
 (Registrant)
  By:
    /s/  Richard
    M. Rieser, Jr.    Richard M. Rieser, Jr.,
    Chief Executive Officer
  DATE: March 9, 2006
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by the following
    persons on behalf of the Registrant and in the capacities and on
    the dates indicated.
  Signature

Title

Date/s/  Eugene
    P. HeytowEugene
    P. Heytow

Chairman of the Board

March 9, 2006/s/  Frank
    M. ParisFrank
    M. Paris

Vice Chairman of the Board

March 9, 2006/s/  Richard
    M. Rieser, Jr.Richard
    M. Rieser, Jr.

Chief Executive Officer and
    Director

March 9, 2006/s/  Miriam
    Lutwak FitzgeraldMiriam
    Lutwak Fitzgerald

Director

March 9, 2006/s/  Geoffrey
    R. StoneGeoffrey
    R. Stone

Director

March 9, 2006/s/  Michael
    L. SteinMichael
    L. Stein

Director

March 9, 2006/s/  Stuart
    I. GreenbaumStuart
    I. Greenbaum

Director

March 9, 2006/s/  John
    W. BallantineJohn
    W. Ballantine

Director

March 9, 2006/s/  Charles
    J. GriesCharles
    J. Gries

Director

March 9, 2006/s/  Rosemarie
    BoumanRosemarie
    Bouman

Executive Vice President,
    Chief Operating Officer, and 
    Chief Financial Officer

March 9, 2006/s/  Jill
    D. WachholzJill
    D. Wachholz

Chief Accounting Officer

March 9, 2006  91