SUCCESS BANCSHARES INC, S-8, 1997-12-18

SUCCESS BANCSHARES INC
S-8, 1997-12-18
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 18, 1997
Registration No. 333-____

===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________

SUCCESS BANCSHARES, INC.
(Name of Registrant as Specified in its Charter)

DELAWARE 36-3497644
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

ONE MARRIOTT DRIVE
LINCOLNSHIRE, ILLINOIS 60069
(847) 634-4200

(Address of Principal Executive Offices)

SUCCESS BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

1990, 1992 AND 1993 EXECUTIVE OFFICER
STOCK OPTION AGREEMENTS

1995 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plans)

SAUL D. BINDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUCCESS BANCSHARES, INC.
ONE MARRIOTT DRIVE
LINCOLNSHIRE, ILLINOIS 60069
(847) 634-4200

(Name, Address and Telephone Number of Agent for Service)

Please address a copy of all communications to:

MICHAEL J. GAMSKY
MUCH SHELIST FREED DENENBERG AMENT BELL & RUBENSTEIN, P.C.
200 N. LASALLE STREET, SUITE 2100
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 346-3100
FAX: (312) 621-1750

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par
value $0.001 per
share) to be issued
and delivered
pursuant to the
Employee Stock
Ownership Plan...... 191,660 $14.0625 $2,695,219 $ 795
- ----------------------------------------------------------------------------------------
Common Stock (par
value $0.001 per
share) to be issued
upon exercise of
options granted
under the 1990,
1992 and 1993
Executive Stock
Option Agreements... 116,790 $14.0625 $1,642,359 $ 485
- ----------------------------------------------------------------------------------------
Common Stock (par
value $0.001 per
share) to be issued
upon exercise of
options granted
under the 1995
Employee Stock
Option Plan......... 170,000 $14.0625 $2,390,625 $ 705
- ----------------------------------------------------------------------------------------
Total............... 478,450 $6,728,203 $1,985
========================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low sale
prices as reported by The Nasdaq National Market on December 15, 1997.

<PAGE> 2

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 AND 2. The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
note to Part I of Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference, except as superseded or modified herein:

(a) The Company's Prospectus dated September 19, 1997, filed
pursuant to Rule 424(b) under the Securities Act.

(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1997 filed with the Commission on November
14, 1997.

(c) The description of the common stock set forth in the Company's
Registration Statement on Form 8-A (File No. 0-23235) filed with the
Commission on October 20, 1997, including any amendment or report filed
for the purpose of updating such description.

All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Much Shelist
Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois, which serves
as the Company's general counsel. Jeffrey C. Rubenstein, a principal of Much
Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., as of December 15, 1997,
is the beneficial holder of 34,254 shares of the Company's Common Stock, the
fair market value of which exceeds $50,000.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a
corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payments of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit.

<PAGE> 3

Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including a director or officer, who was
or is a party or who is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided such
director, officer, employee or agent acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the corporation's best
interest and, for criminal proceedings, had no reasonable cause to believe that
his conduct was unlawful. A Delaware corporation may indemnify any officer or
director in any action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or a present or former director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such person actually
and reasonably incurred.

The Company's Certificate of Incorporation limits the personal liability
of directors to the fullest extent permitted by Delaware law. In addition, the
Company's Certificate of Incorporation and By-laws provide that the Company
shall, to the fullest extent permitted by Delaware law, indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or she is or was
a director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
and all expenses, liabilities or other matters referred to or covered by
Delaware law, which were reasonably incurred by such person. This
indemnification is in addition to any other rights of indemnification to which
such persons may be entitled under the Company's Certificate of Incorporation,
By-laws, any agreement or vote of shareholders or disinterested directors or
otherwise.

The Company's Certificate of Incorporation and By-laws also permit it to
secure insurance on behalf of any director, officer, employee or other agent
for any liability arising out of his or her actions in such capacity,
regardless of whether Delaware law, the Certificate of Incorporation or By-laws
would permit indemnification.

The description of Delaware law is not intended to be complete. The
description of the Company's Certificate of Incorporation and its By-laws is
not intended to be complete and is respectively qualified in its entirety by
such Certificate and By-laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The Exhibits filed herewith pursuant to this Item 8 are listed in the
Exhibit Index at page E-1.

ITEM 9. UNDERTAKINGS

(A) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities At of 1933;

<PAGE> 4

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or in the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;

Provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by registrant pursuant to Section 13
of Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(B) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lincolnshire, Illinois, on December 17, 1997.

SUCCESS BANCSHARES, INC.

By: // Saul D. Binder //
---------------------------
Saul D. Binder
President
and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on December 17, 1997.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Saul D. Binder and Steven A. Covert and
each of them, his attorney-in-fact, each with the power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

SIGNATURES TITLE
---------- -----

//Saul D. Binder // President, Chief Executive Officer
- -------------------- and Director
Saul D. Binder (Principal Executive Officer)

//Steven A. Covert // Executive Vice President and
- --------------------- Chief Financial Officer
Steven A. Covert (Principal Financial and
Accounting Officer)

Director
- --------------------
Charles G. Freund

//Avrom Goldfeder // Director
- --------------------
Avrom Goldfeder

[signatures continued next page]

S-1

<PAGE> 6

//Samuel D. Kahan// Director
- -------------------
Samuel D. Kahan

//Sherwin Koopmans// Director
- --------------------
Sherwin Koopmans

Director
- -----------------------
George M. Ohlhausen

//Norman D. Rich// Director
- ------------------
Norman D. Rich

S-2

<PAGE> 7

LIST OF EXHIBITS

Exhibit
Number Exhibit Title
------ -------------
<S> <C>
4.1 Specimen Common Stock Certificate (incorporated herein by reference
to Exhibit 1 to Registration Statement on Form 8-A,
File No. 0-23235).

4.2 1995 Success Bancshares, Inc. Employee Stock Option Plan
(incorporated herein by reference to Exhibit 10.2 to Registration
Statement on Form S-1, File No. 333-32561).

4.3 1990, 1992 and 1993 Executive Officer Stock Option Agreements.

5.1 Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein,
P.C. regarding legality.

23.1 Consent of McGladrey & Pullen, LLP.

23.2 Consent of Crowe, Chizek and Company LLP.

23.3 Consent of Much Shelist Freed Denenberg Ament Bell & Rubenstein,
P.C. (included as part of Exhibit 5.1).

24.1 Power of Attorney (included on page S-1 of the Registration
Statement).

</TABLE>

E-1

<PAGE> 1
EXHIBIT 4.3

LINCOLNSHIRE BANCSHARES, INC.
An Illinois Corporation

STOCK OPTION AGREEMENT
TO PURCHASE 10,000 OF $1.00 PAR VALUE
CLASS A COMMON STOCK FOR $10.35 PER SHARE

OPTION AGREEMENT, made this 28th day of January, 1993 between
LINCOLNSHIRE BANCSHARES, INC., (The "Company") and SAUL D. BINDER
("Binder").

WHEREAS, the stockholders and independent directors of the Company
have approved a stock option plan for the purpose of advancing the growth
and prosperity of Lincolnshire Bancshares, Inc. by providing Saul D. Binder
with an additional incentive to contribute to the best interests of the
Company; and

WHEREAS, the stockholders and independent directors have determined to
grant Binder the option herein provided for; and

NOW, THEREFORE, in consideration of the foregoing premises, the
promises hereinafter set forth and the continued employment by Company of
Binder for an indeterminate term (except as may otherwise be modified by
other writing between Company and Binder);

IT IS AGREED AS FOLLOWS:

1. GRANT OF OPTION. The Company grants to Binder the right and option
to purchase an aggregate of 10,000 shares of its $l par value Common Stock
(full voting rights) at a price of $10.35 per share upon and subject to the
terms and provisions hereof.

2. OPTION PERIOD. The purchase of any stock pursuant to this option
contract is exercisable at any time.

3. EXERCISE OF OPTION. Binder, from time to time, may exercise the
option hereby granting in whole number multiples of increments of 500 shares
by (i) delivering to the Company a written notice duly signed by Binder
stating the number of shares that Binder was elected to purchase at that
time, and (ii) paying in cash the full purchase price of shares then to be
purchased. Within five (5) days after receipt by the Company of such notice
and payment, the Company shall issue the shares in the name of Binder and
deliver the certificate therefor to Binder. No shares shall be issued until
full payment therefor has been made and Binder shall have none of the rights
of a stockholder in respect to such shares until they are issued to him.

4. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT. The option shall
continue to be exercisable for a period of three (3) years after Binder
terminates his employment relationship with Company or its primary
subsidiary, Success National Bank. If Company or primary subsidiary
terminates the employment relationship with Binder for cause, as hereinafter
defined, the option shall automatically terminate upon the first to occur of
the termination of such employment relationship or the occurrence of the
cause. For purposes of this paragraph, "cause" is hereby defined to be (a)
Binder's conviction of or his entry of a plea of guilty or nolo contendere
to any federal or state criminal charge of embezzlement or other defalcation
involving the improper or illegal use of assets of Company or any of its
parent, subsidiary or affiliate companies for an illegal monetary benefit to
Binder, or (b) the removal of Binder as a

<PAGE> 2

Stock Option Agreement - Saul D. Binder
Page 2
January 28, 1993

director, officer, or employee of Company or any of its parent, subsidiary or
affiliate companies pursuant to any administrative or court order by any
agreement memorandum of understanding with any federal or state banking
authority or agency possessing the jurisdiction to supervise or regulate the
affairs of any of the foregoing.

5. DEATH. If Binder dies, any option of his may be exercised to the
extent of the number of shares with respect to which he could have
exercised it on the date of his death, by his estate, personal representative
or legatee who acquires the option by will or by the laws of descent and
distribution accordingly as Binder may leave a will or die intestate, provided
however, that in the event such option must be exercised within ten (10) years
of Binder's death.

6. EFFECTIVE CHANGE IN STOCK SUBJECT TO THE PLAN. In the event there is
any increase or decrease in the common stock of the company by reason of stock
dividends, stock split-ups, changes in par value, recapitalizations,
reorganizations, mergers, consolidations, combinations or exchanges of shares,
or otherwise, the number of shares available for option and the shares subject
to the option hereby granted shall be appropriately adjusted so that the number
of shares of common stocks purchasable through this option agreement as a
percentage of all authorized shares of common stocks outstanding as of the date
hereof remains the same. No class of stock or securities shall be issued to the
Company which would adversely diminish the rights of Binder under the option
hereby granted, without first giving to Binder the right to participate on a
ratable basis in such proposed offering so as to maintain his percentage
interest in the common stock of the company, granted pursuant to the option
thereunder.

7. NOTICE TO BINDER OF ANY PROPOSED SALE OF STOCK. Company agrees that
if and whenever during the term of this Agreement, and prior to the exercise of
the option hereby granted as to all shares subject thereto, Company (a) shall
offer for sale to holders of its common shares of stock or of other classes of
stock of other securities of Company, or (b) in connection with any transaction
shall acquire or cause to be issued rights to acquire shares of stock or other
securities of another corporation for the benefit of or to the holders of the
common stock of Company, Company will give written notice to Binder of the
rights which are thus to be acquired or issued for the benefit of or to the
holders of the common stock of Company in sufficient time to permit Binder to
exercise the option hereby granted, if Binder should elect to do so, and to
permit Binder to participate in such rights as a holder in such common stock of
Company.

8. NOTICE TO BINDER OF ANY PROPOSED REORGANIZATION. In the event Company
proposes to sell or dispose of its properties, assets and business or to
dissolve, Company will give written notice thereof to Binder in sufficient time
to permit Binder to exercise the option hereby granted, if Binder should elect
to do so, and participate in such transaction as a stockholder of Company;
provided, however, in connection with any merger or consolidation or any other
transaction under which Company or its holders of shares of common stock will
acquire stock or other securities of the continuing, resulting or another
corporation in exchange for their shares of common stock of Company, provisions
shall be made for the reservation of an issuance upon exercise by Binder of the
option hereby granted of Binder's pro rata number of shares of common stock or

<PAGE> 3

Stock Option Agreement - Saul D. Binder
Page 3
January 28, 1993

other securities (on the basis of the number of shares of common stock of
Company as to which option hereby granted remains at the time unexercised), at
the same aggregate purchase price provided for in this Agreement, the price per
unit to be adjusted upward or downward, according to the increase or decrease
of the number of units involved.

9. TRANSFER OR ASSIGNABILITY. The option hereby granted is freely
assignable by Binder, including but not limited to transfers by will or
laws of descent and distribution which apply to Binder's estate, provided,
however, that such transfers or assignments (exclusive of those by will or laws
of descent and distribution which apply to Binder's estate) shall be subject to
Company's prior written consent, which consent shall be unreasonably withhold.
Notwithstanding the foregoing, the transferability and assignability of the
option hereby granted is subject to (a) the Company's receipt of an opinion of
its counsel that any such transfer or assignment does not violate any
applicable federal or state securities or banking laws or regulations
promulgated pursuant thereto; or (b) interference or control by any creditors
of Binder or subject to any claim for alimony or for the support of a spouse
pursuant to a decree of separate maintenance or separation agreement, or to
being taken or reached by any legal or equitable process in satisfaction of any
debt, liability or obligation of Binder prior to receipt by Binder.

10. TRANSFER TAXES. The Company shall at all times during the time of the
option hereby granted reserve and keep available such number of shares of
common stock as will be sufficient to satisfy the requirements of this Option
Agreement, and shall pay all original issue and transfer taxes with respect to
the issue and transfer of shares pursuant hereto and all other fees and
expenses necessarily incurred by the Company in connection therewith.

11. AMENDMENT OF PLAN. No action of the Board of Directors or the
shareholders may alter or impair Binder's rights under this option
contract without his consent, except by adjustment pursuant to the provisions
hereof. This Agreement shall be governed and construed by and in accordance
with the laws of the State of Illinois.

12. NOTICES. Any notice to be given by Binder hereunder shall be sent to
the Company at its office at One Marriott Drive, Lincolnshire, Illinois,
Attn: Chairman of the Board and any notice from Company to Binder shall be sent
to Saul D. Binder at 2800 N. Lake Shore Drive, Chicago, Illinois 60057. Either
party may change the address to which notices are to be sent by notice in
writing given to the other in accordance with the terms hereof.

13. WAIVER. No action or inaction shall constitute or be construed as a
waiver or forbearance unless made in writing duly executed by the party
against whom such waiver, [aches or forbearance is sought to be enforced or
used as a defense against, and no such waiver or forbearance in any one
instance shall be construed as applying to any other instance unless
specifically stated in such writing or another writing duly executed by such
party.

14. SEVERABILITY. In the event any court, administrative agency or other
governmental entity with jurisdiction and authority to interpret this
Agreement or any performance thereof determines that any term or combination of
terms are

<PAGE> 4

Stock Option Agreement - Saul D. Binder
Page 4
January 28, 1993

invalid or unenforceable, such term or terms shall be construed in such a way
as to accomplish the apparent purpose of such term or terms to the extent
possible and at the same time to be valid and enforceable. The invalidity or
unenforceability of any term or terms hereof shall not affect the balance of
this Agreement.

15. ENTIRE AGREEMENT. This option Agreement constitutes the entire
agreement between the parties hereto relating to the subject matter
hereof and no party hereto shall be bound by any communications between them
on the subject matter hereof unless such communications are in writing and bear
a date contemporaneous with or subsequent to the date hereof and are agreed to
by both parties. All prior oral or written agreements or understandings
between the parties shall, upon the execution hereof, be null and void.

16. REPLACEMENT. This document is in lieu of and replaces a similar Stock
Option Agreement dated January 28, 1993 and is not in addition to the
prior document which required modifications as to the class of stock in which
the option was granted and the employment of the Optionee with the corporation
and/or its primary subsidiary.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

LINCONSHIRE BANCSHARES, INC.

BY: /s/ George M. Ohlhausen
---------------------------------
Its Chairman of the Board

ATTEST:

/s/ Marlene Sachs
- --------------------------
Secretary

/s/ Saul D. Binder
--------------------------------------
Saul D. Binder

<PAGE> 5

LINCOLNSHIRE BANCSHARES, INC.
An Illinois Corporation

STOCK OPTION AGREEMENT
TO PURCHASE 40,000 OF $1.00 PAR VALUE
CLASS A COMMON STOCK FOR $9.20 PER SHARE

OPTION AGREEMENT, made this 23rd day of April, 1992 between LINCOLNSHIRE
BANCSHARES, INC., (The "Company") and SAUL D. BINDER ("Binder").

WHEREAS, the stockholders and independent directors of the Company have
approved a stock option plan for the purpose of advancing the growth and
prosperity of Lincolnshire Bancshares, Inc. by providing Saul D. Binder with an
additional incentive to contribute to the best interests of the Company; and

WHEREAS, the stockholders and independent directors have determined to
grant Binder the option herein provided for; and

NOW, THEREFORE, in consideration of the foregoing premises, the promises
hereinafter set forth and the continued employment by Company of Binder for
an indeterminate term (except as may otherwise be modified by other writing
between Company and Binder);

IT IS AGREED AS FOLLOWS:

1. GRANT OF OPTION. The Company grants to Binder the right and option to
purchase an aggregate of 40,000 shares of its $1 par value Common Stock
(full voting right) at a price of $9.20 per share upon and subject to the terms
and provisions hereof.

2. OPTION PERIOD. The purchase of any stock pursuant to this option
contract is exercisable at any time.

3. EXERCISE OF OPTION. Binder, from time to time, may exercise the option
hereby granting in whole number multiples of increments of 500 shares by (i)
delivering to the Company a written notice duly signed by Binder stating the
number of shares that Binder was elected to purchase at that time, and (ii)
paying in cash the full purchase price of shares then to be purchased. Within
five (5) days after receipt by the Company of such notice and payment, the
Company shall issue the shares in the name of Binder and deliver the
certificate therefor to Binder. No shares shall be issued until full payment
therefor has been made and Binder shall have none of the rights of a
stockholder in respect to such shares until they are issued to him.

4. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT. The option shall
continue to be exercisable for a period of three (3) years after Binder
terminates his employment relationship with Company or its primary subsidiary,
Success National Bank. If Company or primary subsidiary terminates the
employment relationship with Binder for cause, as hereinafter defined, the
option shall automatically terminate upon the first to occur of the termination
of such employment relationship or the occurrence of the cause. For purposes of
this paragraph, "cause" is hereby defined to be (a) Binder's conviction of or
his entry of a plea of guilty or nolo contendere to any federal or state
criminal charge of embezzlement or other defalcation involving the improper or
illegal use of assets of Company or any of its parent, subsidiary or affiliate
companies for an illegal monetary benefit to Binder, or (b) the removal of
Binder as a

<PAGE> 6

STOCK OPTION AGREEMENT - SAUL D. BINDER
Page 2
January 28, 1993

director, officer, or employee of Company or any of its parent, subsidiary
or affililate companies pursuant to any administrative or court order by any
agreement memorandum of understanding with any federal or state banking
authority or agency possessing the jurisdiction to supervise or regulate the
affairs of any of the foregoing.

5. DEATH. If Binder dies, any option of his may be exercised to the
extent of the number of shares with respect to which he could have exercised
it on the date of his death, by his estate, personal representative or legatee
who acquires the option by will or by the laws of descent and distribution
accordingly as Binder may leave a will or die intestate, provided however,
that in the event such option must be exercised within ten (10) years of
Binder's death.

6. EFFECTIVE CHANGE IN STOCK SUBJECT TO THE PLAN. In the event there is
any increase or decrease in the common stock of the company by reason of
stock dividends, stock split-ups, changes in par value, recapitalizations,
reorganizations, mergers, consolidations, combinations or exchanges of
shares, or otherwise, the number of shares available for option and the
shares subject to the option hereby granted shall be appropriately adjusted
so that the number of shares of common stocks purchasable through this
option agreement as a percentage of all authorized shares of common stocks
outstanding as of the date hereof remains the same. No class of stock or
securities shall be issued to the Company which would adversely diminish the
rights of Binder under the option hereby granted, without first giving to
Binder the right to participate on a ratable basis in such proposed offering
so as to maintain his percentage interest in the common stock of the
company, granted pursuant to the option thereunder.

7. NOTICE TO BINDER OF ANY PROPOSED SALE OF STOCK. Company agrees that if
and whenever during the term of this Agreement, and prior to the exercise
of the option hereby granted as to all shares subject thereto, Company (a)
shall offer for sale to holders of its common shares of stock or of other
classes of stock of other securities of Company, or (b) in connection with any
transaction shall acquire or cause to be issued rights to acquire shares of
stock or other securities of another corporation for the benefit of or to the
holders of the common stock of Company, Company will give written notice to
Binder of the rights which are thus to be acquired or issued for the benefit
of or to the holders of the common stock of Company in sufficient time to
permit Binder to exercise the option hereby granted, if Binder should elect to
do so, and to permit Binder to participate in such rights as a holder in such
common stock of Company.

<PAGE> 7

Stock Option Agreement - Saul D. Binder
Page 3
January 28, 1993

9. TRANSFER OR ASSIGNABILITY. The option hereby granted is freely
assignable by Binder, including but not limited to transfers by will or
laws of descent and distribution which apply to Binder's estate, provided,
however, that such transfers or assignments (exclusive of those by will or laws
of descent and distribution which apply to Binder's estate) shall be subject
to Company's prior written consent, which consent shall be unreasonably
withhold. Notwithstanding the foregoing, the transferability and assignability
of the option hereby granted is subject to (a) the Company's receipt of an
opinion of its counsel that any such transfer or assignment does not violate
any applicable federal or state securities or banking laws or regulations
promulgated pursuant thereto; or (b) interference or control by any creditors
of Binder or subject to any claim for alimony or for the support of a spouse
pursuant to a decree of separate maintenance or separation agreement, or to
being taken or reached by any legal or equitable process in satisfaction of any
debt, liability or obligation of Binder prior to receipt by Binder.

11. AMENDMENT OF PLAN. No action of the Board of Directors or the
shareholders may alter or impair Binder's rights under this option contract
without his consent, except by adjustment pursuant to the provisions hereof.
This Agreement shall be governed and construed by and in accordance with the
laws of the State of Illinois.

13. WAIVER. No action or inaction shall constitute or be construed as a
waiver or forbearance unless made in writing duly executed by the party
against whom such waiver, laches or forbearance is sought to be enforced or
used as a defense against, and no such waiver or forbearance in any one
instance shall be construed as applying to any other instance unless
specifically stated in such writing or another writing duly executed by such
party.

<PAGE> 8

Stock Option Agreement - Saul D. Binder
Page 4
April 23, 1992

15. ENTIRE AGREEMENT. This option Agreement constitutes the entire
agreement between the parties hereto relating to the subject matter hereof
and no party hereto shall be bound by any communications between them on the
subject matter hereof unless such communications are in writing and bear a date
contemporaneous with or subsequent to the date hereof and are agreed to by both
parties. All prior oral or written agreements or understandings between the
parties shall, upon the execution hereof, be null and void.

16. REPLACEMENT. This document is in lieu of and replaces a similar Stock
Option Agreement dated April 23, 1992 and is not in addition to the
prior document which required modifications as to the class of stock in which
the option was granted and the employment of the Optionee with the corporation
and/or its primary subsidiary.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

LINCONSHIRE BANCSHARES, INC.

BY: /s/ George M. Ohlhausen
---------------------------------
Its Chairman of the Board

ATTEST:

/s/ Marlene Sachs
- --------------------------
Secretary

/s/ Saul D. Binder
--------------------------------------
Saul D. Binder

<PAGE> 9

LINCOLNSHIRE BANCSHARES, INC.
An Illinois Corporation

STOCK OPTION AGREEMENT
TO PURCHASE 55,200 OF $1.00 PAR VALUE
CLASS A COMMON STOCK FOR $3.10 PER SHARE

OPTION AGREEMENT, made this 10th day of February, 1990 between
LINCOLNSHIRE BANCSHARES, INC., (the "Company") and SAUL D. BINDER ("Binder").

WHEREAS, the stockholders and independent directors of the Company have
approved a stock option plan for the purpose of advancing the growth and
prosperity of Lincolnshire Bancshares, Inc. by providing Saul D. Binder with an
additional incentive to contribute to the best interests of the Company; and

WHEREAS, the stockholders and independent directors have determined to
grant Binder the option herein provided for; and

NOW, THEREFORE, in consideration of the foregoing premises, the promises
hereinafter set forth and the continued employment by Company of Binder for
an indeterminate term (except as may otherwise be modified by other writing
between Company and Binder);

IT IS AGREED AS FOLLOWS:

1. GRANT OF OPTION. The Company grants to Binder the right and option to
purchase an aggregate of 55,200 shares of its $1 par value Class A Common
Stock at a price of $3.10 per share upon and subject to the terms and provision
hereof.

2. OPTION PERIOD. The purchase of any stock pursuant to this option
contract is exercisable at any time.

3. EXERCISE OF OPTION. Binder, from time to time, may exercise the option
hereby granting in whole number multiples of increments of 500 shares by (i)
delivering to the Company a written notice duly signed by Binder stating the
number of shares that Binder was elected to purchase at that time, and (ii)
paying in cash the full purchase price of shares then to be purchased. Within
five (5) days after receipt by the Company of such notice and payment, the
Company shall issue the shares in the name of Binder and deliver the
certificate therefor to Binder. No shares shall be issued until full payment
therefor has been made and Binder shall have none of the rights of a
stockholder in respect to such shares until they are issued to him.

4. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT. The option shall continue
to be exercisable for a period of three (3) years after Binder terminates his
employment relationship with Company. If Company terminates the employment
relationship with Binder for cause, as hereinafter defined, the option shall
automatically terminate upon the first to occur of the termination of such
employment relationship or the occurrence of the cause. For purposes of this
paragraph, "cause" is hereby defined to be (a) Binder's conviction of

<PAGE> 10

or his entry of a plea of guilty or nolo contendere to any federal or state
criminal charge of embezzlement or other defalcation involving the improper
or illegal use of assets of Company or any of its parent, subsidiary or
affiliate companies for an illegal monetary benefit to Binder, or (b) the
removal of Binder as a director, officer or employee of Company or any of its
parent, subsidiary or affiliate companies pursuant to any administrative or
court order by any agreement or memorandum of understanding with any federal or
state banking authority or agency possessing the jurisdiction to supervise or
regulate the affairs of any of the foregoing.

5. DEATH. If Binder dies, any option of his may be exercised to the
extent of the number of shares with respect to which he could have exercised
it on the date of his death, by his estate, personal representative or legatee
who acquires the option by will or by the laws of descent and distribution
accordingly as Binder may leave a will or die intestate, provided however,
that, in any event such option must be exercised within ten (10) years of
Binder's death.

6. EFFECTIVE CHANGE IN STOCK SUBJECT TO THE PLAN. In the event there is
any increase or decrease in the common stock of the Company by reason of
stock dividends, stock split-ups, changes in par value, recapitalizations,
reorganizations, mergers, consolidations, combinations or exchanges of shares,
or otherwise, the number of shares available for option and the shares subject
to the option hereby granted shall be appropriately adjusted so that the number
of shares of common stocks purchasable through this option agreement as a
percentage of all authorized shares of common stocks outstanding as of the date
hereof remains the same. No class of stock or securities shall be issued to the
Company which would adversely diminish the rights of Binder under the option
hereby granted, without first giving to Binder the right to participate on a
ratable basis in such proposed offering so as to maintain his percentage
interest in the common stock of the Company, granted pursuant to the option
thereunder.

7. NOTICE TO BINDER OF ANY PROPOSED SALE OF STOCK. Company agrees that
if and whenever during the term of this Agreement, and prior to the exercise
of the option hereby granted as to all shares subject thereto, Company (a)
shall offer for sale to holders of its common shares of stock or of other
classes of stock of other securities of Company, or (b) in connection with any
transaction shall acquire or cause to be issued rights to acquire shares of
stock or other securities of another corporation for the benefit of or to the
holders of the common stock of Company, Company will give written notice to
Binder of the rights which are thus to be acquired or issued for the benefit of
or to the holders of the common stock of Company in sufficient time to permit
Binder to exercise the option hereby granted, if Binder should elect to do so,
and to permit Binder to participate in such rights as a holder in such common
stock of Company.

<PAGE> 11

acquire stock or other securities of the continuing, resulting or another
corporation in exchange for their shares of common stock of Company,
provisions shall be made for the reservation of an issuance upon exercise by
Binder of the option hereby granted of Binder's pro rata number of shares of
common stock or other securities (on the basis of the number of shares of
common stock of Company as to which option hereby granted remains at the time
unexercised), at the same aggregate purchase price provided for in this
Agreement, the price per unit to be adjusted upward or downward, according to
the increase or decrease of the number of units involved.

9. TRANSFER OR ASSIGNABILITY. The option hereby granted is freely
assignable by Binder, including but not limited to transfers by will or
laws of descent and distribution which apply to Binder's estate, provided,
however, that such transfers or assignments (exclusive of those by will or laws
of descent and distribution which apply to Binder's estate) shall be subject to
Company's prior written consent, which consent shall be unreasonably withheld.
Notwithstanding the foregoing, the transferability and assignability of the
option hereby granted is subject to (a) the Company's receipt of an opinion of
its counsel that any such transfer or assignment does not violate any
applicable federal or state securities or banking laws or regulations
promulgated pursuant thereto; or (b) interference or control by any creditors
of Binder or subject to any claim for alimony or for the support of a spouse
pursuant to a decree of separate maintenance or separation agreement, or to
being taken or reached by any legal or equitable process in satisfaction of any
debt, liability or obligation of Binder prior to receipt by Binder.

11. AMENDMENT OF PLAN. No action of the Board of Directors or the
shareholders may alter or impair Binder's rights under this option contract
without his consent, except by adjustment pursuant to the provisions hereof.
This Agreement shall be governed and construed by and in accordance with the
laws of the State of Illinois.

12. NOTICES. Any notice to be given by Binder hereunder shall be sent to
the Company at its office at One Marriott Drive, Lincolnshire, Illinois,
Attn: Chairman of the Board and any notice from the Company to Binder shall be
sent to Binder at 2800 N. Lake Shore Drive, Chicago, IL. 60657. Either party
may change the address to which notices are to be sent by notice in writing
given to the other in accordance with the terms hereof.

<PAGE> 12

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT

This Amendment No. 1 to Stock Option Agreement (the "AMENDMENT") is
entered into this __ day of October 1991, by and between LINCOLNSHIRE
BANCSHARES, INC., a Delaware corporation (the "COMPANY"), and SAUL D. BINDER
("BINDER").

RECITALS

A. The parties are also parties to that certain Stock Option Agreement
dated February 10, 1990, whereby the Company granted to Binder the right and
option to purchase certain shares of the Company (the "OPTION AGREEMENT").

B. Due to a scrivener's error, the Option Agreement inadvertently grants
an option to Binder to purchase an aggregate of 55,200 shares of the
Company's $1.00 par value "Class A Common Stock" instead of 55,200 shares of
the Company's $1.00 par value "Common Stock".

C. The parties wish to amend the Option Agreement to reflect the grant of
an option to Binder to purchase shares of the Company's Common Stock as the
parties intended when they entered into the Option Agreement.

CLAUSES

In consideration of the foregoing and the covenants set forth below, the
parties agree as follows:

1. OPTION TO PURCHASE COMMON STOCK. All references in the Option Agreement
to the words "Class A Common Stock" shall be deleted and the words "Common
Stock" inserted in their place.

2. REAFFIRMATION OF OTHER TERMS. The parties reaffirm all other terms
contained in the Option Agreement.

3. APPLICABLE LAW. This Amendment shall be subject to and governed by the
law of the State of Illinois.

LINCOLNSHIRE BANCSHARES, INC.

By: /s/ Eric Peterson
-----------------------------
Name: Eric Peterson
Title: President

/s/ Saul D. Binder
---------------------------------
Saul D. Binder, individually

<PAGE> 13

LINCOLNSHIRE BANCSHARES, INC.
An Illinois Corporation

STOCK OPTION AGREEMENT
TO PURCHASE 1,000 OF $1.00 PAR VALUE
CLASS A COMMON STOCK FOR $10.35 PER SHARE

OPTION AGREEMENT, made this 28th day of January, 1993 between LINCOLNSHIRE
BANCSHARES, INC., (The "Company") and RONALD W. TRAGASZ ("Tragasz").

WHEREAS, the stockholders and independent directors of the Company have
approved a stock option plan for the purpose of advancing the growth and
prosperity of Lincolnshire Bancshares, Inc. by providing Ronald W. Tragasz with
an additional incentive to contribute to the best interests of the Company; and

WHEREAS, the stockholders and independent directors have determined to
grant Tragasz the option herein provided for; and

NOW, THEREFORE, in consideration of the foregoing premises, the promises
hereinafter set forth and the continued employment by Company of Tragasz
for an indeterminate term (except as may otherwise be modified by other writing
between Company and Tragasz);

IT IS AGREED AS FOLLOWS:

1. GRANT OF OPTION. The Company grants to Tragasz the right and option to
purchase an aggregate of 1,000 shares of its $1 par value Common Stock (full
voting rights) at a price of $l0.35 per share upon and subject to the terms and
provisions hereof.

2. OPTION PERIOD. The purchase of any stock pursuant to this option
contract is exercisable at any time.

3. EXERCISE OF OPTION. Tragasz, from time to time, may exercise the option
hereby granting in whole number multiples of increments of 500 shares by (i)
delivering to the Company a written notice duly signed by Tragasz stating the
number of shares that Tragasz was elected to purchase at that time, and (ii)
paying in cash the full purchase price of shares then to be purchased.
Within five (5) days after receipt by the Company of such notice and payment,
the Company shall issue the shares in the name of Tragasz and deliver the
certificate therefor to Tragasz. No shares shall be issued until full payment
therefor has been made and Tragasz shall have none of the rights of a
stockholder in respect to such shares until they are issued to him.

4. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT. The option shall
continue to be exercisable for a period of three (3) years after Tragasz
terminates his employment relationship with Company or its primary subsidiary,
Success National Bank. If Company or primary subsidiary terminates the
employment relationship with Tragasz for cause, as hereinafter defined, the
option shall automatically terminate upon the first to occur of the termination
of such employment relationship or the occurrence of the cause. For purposes of
this paragraph, "cause" is hereby defined to be (a) Tragasz' conviction of or
his entry of a plea of guilty or nolo contendere to any federal or state
criminal charge of embezzlement or other defalcation involving the improper or
illegal use of assets of Company or any of its parent, subsidiary or affiliate
companies for an illegal monetary benefit to Traganz, or (b) the removal of
Tragasz as a

<PAGE> 14

Stock Option Agreement - Ronald W. Tragasz
Page 2
January 28, 1993

5. DEATH. If Tragasz dies, any option of his may be exercised to the
extent of the number of shares with respect to which he could have exercised
it on the date of his death, by his estate, personal representative or legatee
who acquires the option by will or by the laws of descent and distribution
accordingly as Tragasz may leave a will or die intestate, provided however,
that in the event such option must be exercised within ten (10) years of
Tragasz' death.

6. EFFECTIVE CHANGE IN STOCK SUBJECT TO THE PLAN. In the event there is
any increase or decrease in the common stock of the company by reason of stock
dividends, stock split-ups, changes in par value, recapitalizations,
reorganizations, mergers, consolidations, combinations or exchanges of shares,
or otherwise, the number of shares available for option and the shares subject
to the option hereby granted shall be appropriately adjusted so that the number
of shares of common stocks purchasable through this option agreement as a
percentage of all authorized shares of common stocks outstanding as of the date
hereof remains the same. No class of stock or securities shall be issued to the
Company which would adversely diminish the rights of Tragasz under the option
hereby granted, without first giving to Tragasz the right to participate on a
ratable basis in such proposed offering so as to maintain his percentage
interest in the common stock of the company, granted pursuant to the option
thereunder.

7. NOTICE TO TRAGASZ OF ANY PROPOSED SALE OF STOCK. Company agrees that
if and whenever during the term of this Agreement, and prior to the
exercise of the option hereby granted as to all shares subject thereto, Company
(a) shall offer for sale to holders of its common shares of stock or of other
classes of stock of other securities of Company, or (b) in connection with any
transaction shall acquire or cause to be issued rights to acquire shares of
stock or other securities of another corporation for the benefit of or to the
holders of the common stock of Company, Company will give written notice to
Tragasz of the rights which are thus to be acquired or issued for the benefit
of or to the holders of the common stock of Company in sufficient time to
permit Tragasz to exercise the option hereby granted, if Tragasz should elect
to do so, and to permit Tragasz to participate in such rights as a holder in
such common stock of Company.

8. NOTICE TO TRAGASZ OF ANY PROPOSED REORGANIZATION. In the event Company
proposes to sell or dispose of its properties, assets and business or to
dissolve, Company will give written notice thereof to Tragasz in sufficient
time to permit Tragasz to exercise the option hereby granted, if Tragasz should
elect to do so, and participate in such transaction as a stockholder of
Company; provided, however, in connection with any merger or consolidation or
any other transaction under which Company or its holders of shares of common
stock will acquire stock or other securities of the continuing, resulting or
another corporation in exchange for their shares of common stock of Company,
provisions shall be made for the reservation of an issuance upon exercise by
Tragasz of the option hereby granted of Tragasz' pro rata number of shares of
common stock or

<PAGE> 15

Stock Option Agreement - Ronald W. Tragasz
Page 3
January 28, 1993

9. TRANSFER OR ASSIGNABILITY. The option hereby granted is freely
assignable by Tragasz, including but not limited to transfers by will or
laws of descent and distribution which apply to Tragasz' estate, provided,
however, that such transfers or assignments (exclusive of those by will or laws
of descent and distribution which apply to Tragasz' estate) shall be subject to
Company's prior written consent, written consent shall be unreasonably withhold.
Notwithstanding the foregoing, the transferability and assignability of the
option hereby granted is subject to (a) the Company's receipt of an opinion of
its counsel that any such transfer or assignment does not violate any
applicable federal or state securities or banking laws or regulations
promulgated pursuant thereto; or (b) interference or control by any creditors
of Tragasz or subject to any claim for alimony or for the support of a spouse
pursuant to a decree of separate maintenance or separation agreement, or to
being taken or reached by any legal or equitable process in satisfaction of any
debt, liability or obligation of Tragasz prior to receipt by Tragasz.

11. AMENDMENT OF PLAN. No action of the Board of Directors or the
shareholders may alter or impair Tragasz' rights under this option
contract without his consent, except by adjustment pursuant to the provisions
hereof. This Agreement shall be governed and construed by and in accordance
with the laws of the State of Illinois.

12. NOTICES. Any notice to be given by Tragasz hereunder shall be sent to
the Company at its office at One Marriott Drive, Lincolnshire, Illinois,
Attn: Chairman of the Board and any notice from Company to Tragasz shall be
sent to Ronald W. Tragasz at 1006 Cooper Drive, Palatine, Illinois 60067.
Either party may change the address to which notices are to be sent by notice
in writing given to the other in accordance with the terms hereof.

<PAGE> 16

Stock Option Agreement - Ronald W. Traganz
Page 4
January 28, 1993

15. ENTIRE AGREEMENT. This option Agreement constitutes the entire
agreement between the parties hereto relating to the subject matter
hereof and no party hereto shall be bound by any communications between them
on the subject matter hereof unless such communications are in writing and bear
a date contemporaneous with or subsequent to the date hereof and are agreed to
by both parties. All prior oral or written agreements or understandings between
the parties shall, upon the execution hereof, be null and void.

16. REPLACEMENT. This document is in lieu of and replaces a similar
Stock Option Agreement dated January 28, 1993 and is not in addition to the
prior document which required modifications as to the class of stock in which
the option was granted and the employement of the Optionee with the corporation
and/or its primary subsidiary.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

LINCONSHIRE BANCSHARES, INC.

BY: /s/ George M. Ohlhausen
---------------------------------
Its Chairman of the Board

ATTEST:

/s/ Marlene Sachs
- --------------------------
Secretary

/s/ Ronald W. Tragasz
--------------------------------------
Ronald W. Tragasz

<PAGE> 17

LINCOLNSHIRE BANCSHARES, INC.
An Illinois Corporation

STOCK OPTION AGREEMENT
TO PURCHASE 1,000 OF $1.00 PAR VALUE
CLASS A COMMON STOCK FOR $10.35 PER SHARE

OPTION AGREEMENT, made this 28th day of January, 1993 between LINCOLNSHIRE
BANCSHARES, INC., (The "Company") and JOHN BARNETT ("Barnett").

WHEREAS, the stockholders and independent directors of the Company have
approved a stock option plan for the purpose of advancing the growth and
prosperity of Lincolnshire Bancshares, Inc. by providing John Barnett with an
additional incentive to contribute to the best interests of the Company; and

WHEREAS, the stockholders and independent directors have determined to
grant Barnett the option herein provided for; and

NOW, THEREFORE, in consideration of the foregoing premises, the promises
hereinafter set forth and the continued employment by Company of Barnett for
an indeterminate term (except as may otherwise be modified by other writing
between Company and Barnett);

IT IS AGREED AS FOLLOWS:

1. GRANT OF OPTION. The Company grants to Barnett the right and option to
purchase an aggregate of 1,000 shares of its $1 par value Common Stock
(full voting rights) at a price of $10.35 per share upon and subject to the
terms and provisions hereof.

2. OPTION PERIOD. The purchase of any stock pursuant to this option
contract is exercisable at any time.

3. EXERCISE OF OPTION. Barnett, from time to time, may exercise the
option hereby granting in whole number multiples of increments of 500 shares
by (i) delivering to the Company a written notice duly signed by Barnett
stating the number of shares that Barnett was elected to purchase at that time,
and (ii) paying in cash the full purchase price of shares then to be purchased.
Within five (5) days after receipt by the Company of such notice and payment,
the Company shall issue the shares in the name of Barnett and deliver the
certificate therefor to Barnett. No shares shall be issued until full payment
therefor has been made and Barnett shall have none of the rights of a
stockholder in respect to such shares until they are issued to him.

4. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT. The option shall continue
to be exercisable for a period of three (3) years after Barnett terminates his
employment relationship with Company or its primary subsidiary, Success
National Bank. If Company or its primary subsidiary terminates the employment
relationship with Barnett for cause, as hereinafter defined, the option shall
automatically terminate upon the first to occur of the termination of such
employment relationship or the occurrence of the cause. For purposes of this
paragraph, "cause" is hereby defined to be (a) Barnett's conviction of or his
entry of a plea of guilty or nolo contendere to any federal or state criminal
charge of embezzlement or other defalcation involving the improper or illegal
use of assets of Company or any of its parent, subsidiary or affiliate
companies for an illegal monetary benefit to Barnett, or (b) the removal of
Barnett as a

<PAGE> 18

Stock Option Agreement - John Barnett
Page 2
January 28, 1993

5. DEATH. If Barnett dies, any option of his may be exercised to the
extent of the number of shares with respect to which he could have
exercised it on the date of his death, by his estate, personal representative
or legatee who acquires the option by will or by the laws of descent and
distribution accordingly as Barnett may leave a will or die intestate, provided
however, that in the event such option must be exercised within ten (10) years
of Barnett's death.

6. EFFECTIVE CHANGE IN STOCK SUBJECT TO THE PLAN. In the event there is
any increase or decrease in the common stock of the company by reason of
stock dividends, stock split-ups, changes in par value, recapitalizations,
reorganizations, mergers, consolidations, combinations or exchanges of shares,
or otherwise, the number of shares available for option and the shares subject
to the option hereby granted shall be appropriately adjusted so that the number
of shares of common stocks purchasable through this option agreement as a
percentage of all authorized shares of common stocks outstanding as of the date
hereof remains the same. No class of stock or securities shall be issued to the
Company which would adversely diminish the rights of Barnett under the option
hereby granted, without first giving to Barnett the right to participate on a
ratable basis in such proposed offering so as to maintain his percentage
interest in the common stock of the company, granted pursuant to the option
thereunder.

7. NOTICE TO BARNETT OF ANY PROPOSED SALE OF STOCK. Company agrees that
if and whenever during the term of this Agreement, and prior to the exercise of
the option hereby granted as to all shares subject thereto, Company (a) shall
offer for sale to holders of its common shares of stock or of other classes of
stock of other securities of Company, or (b) in connection with any transaction
shall acquire or cause to be issued rights to acquire shares of stock or other
securities of another corporation for the benefit of or to the holders of the
common stock of Company, Company will give written notice to Barnett of the
rights which are thus to be acquired or issued for the benefit of or to the
holders of the common stock of Company in sufficient time to permit Barnett to
exercise the option hereby granted, if Barnett should elect to do so, and to
permit Barnett to participate in such rights as a holder in such common stock
of Company.

8. NOTICE TO BARNETT OF ANY PROPOSED REORGANIZATION. In the event
Company proposes to sell or dispose of its properties, assets and business
or to dissolve, Company will give written notice thereof to Barnett in
sufficient time to permit Barnett to exercise the option hereby granted, if
Barnett should elect to do so, and participate in such transaction as a
stockholder of Company; provided, however, in connection with any merger or
consolidation or any other transaction under which Company or its holders of
shares of common stock will acquire stock or other securities of the
continuing, resulting or another corporation in exchange for their shares of
common stock of Company, provisions shall be made for the reservation of an
issuance upon exercise by Barnett of the

<PAGE> 19

Stock Option Agreement - John Barnett
Page 3
January 28, 1993

option hereby granted of Barnett's pro rata number of shares of common stock or
other securities (on the basis of the number of shares of common stock of
Company as to which option hereby granted remains at the time unexercised), at
the same aggregate purchase price provided for in this Agreement, the price per
unit to be adjusted upward or downward, according to the increase or decrease
of the number of units involved.

9. TRANSFER OR ASSIGNABILITY. The option hereby granted is freely
assignable by Barnett, including but not limited to transfers by will or
laws of descent and distribution which apply to Barnett's estate, provided,
however, that such transfers or assignments (exclusive of those by will or laws
of descent and distribution which apply to Barnett's estate) shall be subject
to Company's prior written consent, which consent shall be unreasonably
withhold. Notwithstanding the foregoing, the transferability and assignability
of the option hereby granted is subject to (a) the Company's receipt of an
opinion of its counsel that any such transfer or assignment does not violate
any applicable federal or state securities or banking laws or regulations
promulgated pursuant thereto; or (b) interference or control by any creditors
of Barnett or subject to any claim for alimony or for the support of a spouse
pursuant to a decree of separate maintenance or separation agreement, or to
being taken or reached by any legal or equitable process in satisfaction of any
debt, liability or obligation of Barnett prior to receipt by Barnett.

11. AMENDMENT OF PLAN. No action of the Board of Directors or the
shareholders may alter or impair Barnett's rights under this option contract
without his consent, except by adjustment pursuant to the provisions hereof.
This Agreement shall be governed and construed by and in accordance with the
laws of the State of Illinois.

12. NOTICES. Any notice to be given by Barnett hereunder shall be sent to
the Company at its office at One Marriott Drive, Lincolnshire, Illinois,
Attn: Chairman of the Board and any notice from Company to Barnett shall be
sent to John Barnett at 34919 Lake Shore Drive, Lake Villa, Illinois 60046.
Either party may change the address to which notices are to be sent by notice
in writing given to the other in accordance with the terms hereof.

14. SEVERABILITY. In the event any court, administrative agency or other
governmental entity with jurisdiction and authority to interpret this Agreement

<PAGE> 20

Stock Option Agreement - John Barnett
Page 4
January 28, 1993

or any performance thereof determines that any term or combination of terms
are invalid or unenforceable, such term or terms shall be construed in such a
way as to accomplish the apparent purpose of such term or terms to the extent
possible and at the same time to be valid and enforceable. The invalidity or
unenforceability of any term or terms hereof shall not affect the balance of
this Agreement.

15. ENTIRE AGREEMENT. This option Agreement constitutes the entire
agreement between the parties hereto relating to the subject matter hereof
and no party hereto shall be bound by any communications between them on the
subject matter hereof unless such communications are in writing and bear a date
contemporaneous with or subsequent to the date hereof and are agreed to by both
parties. All prior oral or written agreements or understandings between the
parties shall, upon the execution hereof, be null and void.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

LINCONSHIRE BANCSHARES, INC.

BY: /s/ George M. Ohlhausen
---------------------------------
Its Chairman of the Board

ATTEST:

/s/ Marlene Sachs
- --------------------------
Secretary

/s/ John Barnett
--------------------------------------
John Barnett

<PAGE> 1

Exhibit 5.1

[Letterhead of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.]

December 17, 1997

Success Bancshares, Inc.
One Marriott Drive
Lincolnshire, Illinois 60069

Re: Success Bancshares, Inc.
Form S-8 Registration Statement
-------------------------------

Ladies and Gentlemen:

We have acted as counsel to Success Bancshares, Inc. , a Delaware
corporation (the "Company"), and have reviewed the Company's Registration
Statement on Form S-8 covering 191,660 shares of the Company's common stock,
$0.01 par value (the "Common Stock"), to be issued and delivered by the Company
pursuant to the Company's Employee Stock Ownership Plan (the "ESOP") (the "ESOP
Shares"), 116,790 shares of Common Stock issuable pursuant to stock options
granted pursuant to the 1990, 1992 and 1993 Executive Officer Stock Option
Agreements (the "Executive Officer Agreements") (the "Executive Officer
Shares") and 170,000 shares of Common Stock issuable pursuant to options
granted pursuant to the Company's 1995 Employee Stock Option Plan (the "1995
Stock Option Plan") (the "1995 Stock Option Plan Shares").

With respect to the foregoing, we have examined such documents and
questions of law as we have deemed necessary to render the opinions expressed
herein. Based upon the foregoing, we are of the opinion that the ESOP Shares
issued to the ESOP, when so issued and delivered to the ESOP (for the
consideration or at a value per share that is equal to or greater than the par
value per share of the Common Stock), in accordance with the terms of the ESOP,
will be duly authorized, validly issued, fully paid and nonassessable. It is
also our opinion that the Executive Officer Shares issuable under the Executive
Officer Agreements, when issued upon exercise of and in accordance with the
terms of stock options outstanding under the Executive Officer Agreements, will
be validly issued, fully paid and non-assessable and that the 1995 Stock Option
Plan Shares issuable under the 1995 Stock Option Plan, when issued upon
exercise of and in accordance with the terms of stock options outstanding or to
be granted under the 1995 Stock Option Plan, will be validly issued, fully paid
and non-assessable.

We hereby consent to the use of this opinion in the above referenced
Registration Statement.

Respectfully submitted,

/s/ MUCH SHELIST FREED DENENBERG AMENT BELL
& RUBENSTEIN, P.C.
-------------------------------------------
Much Shelist Freed Denenberg Ament Bell &
Rubenstein, P.C.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
Success Bancshares, Inc. on Form S-8 pertaining to the Success Bancshares, Inc.
Employee Stock Ownership Plan and Trust, the Executive Officer Stock
Agreements, and the 1995 Employee Stock Option Plan of our report dated
February 16, 1997 (except for Note 19 for which the date is July 23, 1997) on
the audit of the consolidated financial statements of Success Bancshares, Inc.
as of December 31, 1996 and 1995, and for the two years then ended which are
included in Registration Statement/Prospectus dated September 19, 1997, filed
pursuant to Rule 424(b) under the Securities Act.

Schaumburg, Illinois
December 17, 1997

McGladrey & Pullen, LLP

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Success Bancshares, Inc.
Lincolnshire, Illinois

We consent to the incorporation by reference in the Registration Statement on
Form S-8 of the Success Bancshares, Inc. Employee Stock Ownership Plan, the
Success Bancshares, Inc. 1990, 1992 and 1993 Executive Officer Stock Option
Agreements, and the Success Bancshares, Inc. 1995 Employee Stock Option Plan of
our report dated February 4, 1995 of our audit on the consolidated statements
of income, shareholders' equity, and cash flows of Success Bancshares, Inc.
for the year ended December 31, 1994.

Crowe, Chizek and Company LLP

Oak Brook, Illinois
December 18, 1997