WINTRUST FINANCIAL CORP, S-4/A, 1996-07-22

WINTRUST FINANCIAL CORP
S-4/A, 1996-07-22
STATE COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on July 22, 1996.
REGISTRATION NO. 333-4645

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

AMENDMENT NO. 1

TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
6712
(Primary Standard Industrial Classification Code Number)

ILLINOIS 36-3873352
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

727 NORTH BANK LANE, LAKE FOREST, ILLINOIS 60045-1951, (847) 234-2882
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

EDWARD J. WEHMER
727 NORTH BANK LANE, LAKE FOREST, ILLINOIS 60045-1951
(847) 234-2882
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy To:
JENNIFER R. EVANS, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET, CHICAGO, ILLINOIS 60601
(312) 609-7500

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the Reorganization as described in the Registration Statement.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
ADDITIONAL PROPOSED ADDITIONAL
AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(1)
<S> <C> <C> <C> <C>
Common Stock, without par 1,400,628 $7.85(2) $10,989,000(2) $3,789
value shares
Warrants to purchase Common 175,731
Stock Warrants $15.00(3) $2,635,965(3) $909

</TABLE>

(1) A registration fee of $10,765 was previously paid to cover the registration
of 5,238,414 shares of Common Stock hereunder. The additional 1,400,628
shares of common stock to be registered reflect additional shares to be
issued in the transaction in exchange for outstanding shares and warrants
of the parties to the transaction.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(2) based upon the average weighted book values as
of March 31, 1996, of the additional common stock and the warrants of North
Shore Community Bancorp, Inc., Hinsdale Bancorp, Inc. and Libertyville
Bancorp, Inc. and the warrants of First Premium Services, Inc. to be
exchanged for Wintrust Common Stock.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(g) based upon the exercise price of the Warrants to be
issued.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================

<PAGE> 2
WINTRUST FINANCIAL CORPORATION
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Item Number Location in Prospectus
----------- ----------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration Statement and Cover Page
Outside Front Cover of Prospectus

2. Inside Front and Outside Back Cover Pages of Inside Cover Page, Outside Back Cover Page
Prospectus

3. Risk Factors, Ratio of Earnings to Fixed RISK FACTORS AND CERTAIN OTHER CONSIDERATIONS
Charges and Other Information

4. Terms of the Transaction SUMMARY;
BACKGROUND OF THE REORGANIZATION; TERMS OF THE
REORGANIZATION
5. Pro Forma Financial Information PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

6. Material Contacts with the Company Being TERMS OF THE REORGANIZATION -- Material Arrangements
Acquired Between the Companies; Certain Transactions with
Management

7. Additional Information Required for Not Applicable
Reoffering by Persons and Parties Deemed to
be Underwriters

8. Interests of Named Experts and Counsel Not Applicable

9. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
B. INFORMATION ABOUT THE REGISTRANT

10. Information with respect to S-3 Registrants Not Applicable

11. Incorporation of Certain Information by Not Applicable
Reference

12. Information with respect to S-2 or S-3 Not Applicable
Registrants

13. Incorporation of Certain Information by Not Applicable
Reference
</TABLE>

<PAGE> 3
<TABLE>
<S> <C> <C>
14. Information with respect to Registrants SUMMARY; RISK FACTORS AND CERTAIN OTHER
other than S-2 or S-3 Registrants CONSIDERATIONS; WINTRUST FINANCIAL CORPORATION; NORTH
SHORE COMMUNITY BANCORP, INC.; MATTERS OF GENERAL
APPLICABILITY TO THE BANKS; DESCRIPTION OF CAPITAL
STOCK OF WINTRUST; COMPARATIVE RIGHTS OF SHAREHOLDERS
OF WINTRUST AND THE COMPANIES; AVAILABLE INFORMATION;
INDEX TO FINANCIAL STATEMENTS

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

15. Information with respect to S-3 Companies Not Applicable

16. Information with respect to S-2 or S-3 Not Applicable
Companies

17. Information with respect to Companies other LAKE FOREST BANCORP, INC.; HINSDALE BANCORP, INC.;
than S-2 or S-3 Companies LIBERTYVILLE BANCORP, INC.; MATTERS OF GENERAL
APPLICABILITY TO THE BANKS; CRABTREE CAPITAL
CORPORATION; INDEX TO FINANCIAL STATEMENTS

D. VOTING AND MANAGEMENT INFORMATION
18. Information if proxies, consents or MEETING INFORMATION; SUMMARY; WINTRUST FINANCIAL
authorizations are to be solicited CORPORATION

19. Information if proxies, consents or Not Applicable
authorizations are not to be solicited in an
exchange offer
</TABLE>

<PAGE> 4

__________, 1996

Dear Shareholders:

Enclosed is the Joint Proxy Statement/Prospectus relating to the
proposed transaction announced at the annual meetings of shareholders last
June. These materials provide the information you need to consider and vote on
the Agreement and Plan of Reorganization, as amended and restated, by and among
North Shore Community Bancorp, Inc., Crabtree Capital Corporation, Hinsdale
Bancorp, Inc., Lake Forest Bancorp, Inc. and Libertyville Bancorp, Inc. As a
result of the Reorganization, the new corporate holding company for the
respective businesses will be Wintrust Financial Corporation and the current
shareholders of each of the companies will become public shareholders of
Wintrust.

The Joint Proxy Statement/Prospectus contains important information
about the transaction and each of the companies that are involved in the
reorganization. We urge you to read the document to become familiar with the
proposed transaction.

The Boards of Directors of each of the companies emphasize that the
separate business and operations of the companies will continue to be conducted
under Wintrust Financial Corporation in the same manner as presently conducted.
The Board of Directors and management team of each of the companies will not be
changed as a result of the reorganization and will continue to have full
responsibility for operations of their respective organizations. The success
of each of these companies has been the involvement of the local Boards of
Directors, its team approach by all employees, senior management that reside
locally and have on-site authority to make decisions, creative product
innovation and a high level of customer service. We do not intend to waiver
from our commitment to these operating philosophies.

The Board of Directors of each of the companies has approved the
Amended and Restated Agreement and Plan of Reorganization and unanimously
recommends that you vote "FOR" approval of the proposed transaction.

WE ENCOURAGE YOU TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR EACH RESPECTIVE COMPANY. HOWEVER, WHETHER OR NOT YOU PLAN TO
ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
PLEASE REFER TO THE "NOTICE OF SPECIAL MEETING OF SHAREHOLDERS" INCLUDED IN THE
FRONT PORTION OF THE JOINT PROXY STATEMENT/PROSPECTUS FOR THE SPECIFIC TIME AND
PLACE OF MEETINGS TO BE HELD FOR EACH COMPANY. YOUR VOTE IS IMPORTANT TO US.

If you have any questions, please call any of the senior management of
the companies listed below. Thank you.

Very truly yours,

Howard D. Adams Edward J. Wehmer
Chairman, Crabtree Capital Corporation President, Lake Forest
847/234-2882 Bancorp, Inc.
847/234-2882

Richard Murphy Jack Close
President, Hinsdale Bancorp, Inc. President, North Shore
708/232-4404 Community Bancorp, Inc.
847/853-1145

J. Bert Carstens
President, Libertyville Bancorp, Inc.
847/367-6800

<PAGE> 5
PRELIMINARY COPY

NORTH SHORE COMMUNITY BANCORP, INC.
1145 WILMETTE AVENUE
WILMETTE, ILLINOIS 60091

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 27, 1996

A Special Meeting of Shareholders (the "Special Meeting") of North
Shore Community Bancorp, Inc., an Illinois corporation ("North Shore"), will be
held on August 27, 1996 at 5:30 p.m., Chicago time, at Michigan Shores Club,
911 Michigan Avenue, Wilmette, Illinois 60091. The purpose of the Special
Meeting is to consider and vote to approve and adopt the proposed Amended and
Restated Agreement and Plan of Reorganization, dated as of May 28, 1996 (the
"Reorganization Agreement"), by and among North Shore, Lake Forest Bancorp,
Inc., a Delaware corporation ("Lake Forest"), Hinsdale Bancorp, Inc., an
Illinois corporation ("Hinsdale"), Libertyville Bancorp, Inc., an Illinois
corporation ("Libertyville"), and Crabtree Capital Corporation, a Delaware
corporation ("Crabtree"), pursuant to which the newly-formed merger
subsidiaries of North Shore will merge with and into Lake Forest, Hinsdale,
Libertyville and Crabtree, and the shareholders of each of the companies will
be entitled to receive shares of North Shore on basis of certain fixed exchange
ratios, upon the terms and subject to the conditions set forth in the
Reorganization Agreement, all as more fully described in the enclosed Joint
Proxy Statement/Prospectus. As a result of the Reorganization, North Shore
will be renamed Wintrust Financial Corporation, with amended and restated
articles and by-laws, which will be the combined holding company for each of
the respective businesses. A copy of the Reorganization Agreement is attached
as Appendix A to the accompanying Joint Proxy Statement/Prospectus.

The Board of Directors has fixed the close of business on July 29,
1996 as the record date (the "Record Date") for determining shareholders
entitled to notice of, and to vote at, the Special Meeting and any adjournments
or postponements thereof. The holders of record of North Shore Common Stock at
the Record Date are entitled to notice of and to vote at the Special Meeting
and any adjournments or postponements thereof.

THE BOARD OF DIRECTORS HAS APPROVED THE REORGANIZATION AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF
THE REORGANIZATION AGREEMENT.

By Order of the Board of Directors,

Wilmette, Illinois __________________________________
__________, 1996 Secretary

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, YOU
ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.

<PAGE> 6
PRELIMINARY COPY

LAKE FOREST BANCORP, INC.
727 NORTH BANK LANE
LAKE FOREST, ILLINOIS 60045-1951

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 29, 1996

A Special Meeting of Shareholders (the "Special Meeting") of Lake
Forest Bancorp, Inc., a Delaware corporation ("Lake Forest"), will be held on
August 29, 1996 at 5:30 p.m., Chicago time, at Lake Forest Bank and Trust
Company, 727 North Bank Lane, Lake Forest, Illinois 60045. The purpose of the
Special Meeting is to consider and vote to approve and adopt the proposed
Amended and Restated Agreement and Plan of Reorganization, dated as of May 28,
1996 (the "Reorganization Agreement"), by and among North Shore Community
Bancorp, Inc., an Illinois corporation ("North Shore"), Lake Forest, Hinsdale
Bancorp, Inc., an Illinois corporation ("Hinsdale"), Libertyville Bancorp,
Inc., an Illinois corporation ("Libertyville"), and Crabtree Capital
Corporation, a Delaware corporation ("Crabtree"), pursuant to which the
newly-formed merger subsidiaries of North Shore will merge with and into Lake
Forest, Hinsdale, Libertyville and Crabtree, and the shareholders of each of
the companies will be entitled to receive shares of North Shore on basis of
certain fixed exchange ratios, upon the terms and subject to the conditions set
forth in the Reorganization Agreement, all as more fully described in the
enclosed Joint Proxy Statement/Prospectus. As a result of the Reorganization,
North Shore will be renamed Wintrust Financial Corporation, with amended and
restated articles and by-laws, which will be the combined holding company for
each of the respective businesses. A copy of the Reorganization Agreement is
attached as Appendix A to the accompanying Joint Proxy Statement/Prospectus.

The Board of Directors has fixed the close of business on July 29,
1996 as the record date (the "Record Date") for determining shareholders
entitled to notice of, and to vote at, the Special Meeting and any adjournments
or postponements thereof. The holders of record of Lake Forest Common Stock at
the Record Date are entitled to notice of and to vote at the Special Meeting
and any adjournments or postponements thereof.

THE BOARD OF DIRECTORS HAS APPROVED THE REORGANIZATION AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF
THE REORGANIZATION AGREEMENT.

By Order of the Board of Directors,

Lake Forest, Illinois __________________________________
__________, 1996 Secretary

<PAGE> 7
PRELIMINARY COPY

HINSDALE BANCORP, INC.
25 EAST FIRST STREET
HINSDALE, ILLINOIS 60521-4115

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 28, 1996

A Special Meeting of Shareholders (the "Special Meeting") of Hinsdale
Bancorp, Inc., an Illinois corporation ("Hinsdale"), will be held on August 28,
1996 at 5:30 p.m., Chicago time, at Robert Crown Center, 21 Salt Creek,
Hinsdale, Illinois 60521. The purpose of the Special Meeting is to consider
and vote to approve and adopt the proposed Amended and Restated Agreement and
Plan of Reorganization, dated as of May 28, 1996 (the "Reorganization
Agreement"), by and among North Shore Community Bancorp, Inc., an Illinois
corporation ("North Shore"), Lake Forest Bancorp, Inc., a Delaware corporation
("Lake Forest"), Hinsdale, Libertyville Bancorp, Inc., an Illinois corporation
("Libertyville"), and Crabtree Capital Corporation, a Delaware corporation
("Crabtree"), pursuant to which the newly-formed merger subsidiaries of North
Shore will merge with and into Lake Forest, Hinsdale, Libertyville and
Crabtree, and the shareholders of each of the companies will be entitled to
receive shares of North Shore on basis of certain fixed exchange ratios, upon
the terms and subject to the conditions set forth in the Reorganization
Agreement, all as more fully described in the enclosed Joint Proxy
Statement/Prospectus. As a result of the Reorganization, North Shore will be
renamed Wintrust Financial Corporation, with amended and restated articles and
by-laws, which will be the combined holding company for each of the respective
businesses. A copy of the Reorganization Agreement is attached as Appendix A
to the accompanying Joint Proxy Statement/Prospectus.

The Board of Directors has fixed the close of business on July 29,
1996 as the record date (the "Record Date") for determining shareholders
entitled to notice of, and to vote at, the Special Meeting and any adjournments
or postponements thereof. The holders of record of Hinsdale Common Stock at
the Record Date are entitled to notice of and to vote at the Special Meeting
and any adjournments or postponements thereof.

THE BOARD OF DIRECTORS HAS APPROVED THE REORGANIZATION AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF
THE REORGANIZATION AGREEMENT.

By Order of the Board of Directors,

Hinsdale, Illinois __________________________________
__________, 1996 Secretary

<PAGE> 8
PRELIMINARY COPY

LIBERTYVILLE BANCORP, INC.
507 NORTH MILWAUKEE AVENUE
LIBERTYVILLE, ILLINOIS 60048

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 30, 1996

A Special Meeting of Shareholders (the "Special Meeting") of
Libertyville Bancorp, Inc., an Illinois corporation ("Libertyville"), will be
held on August 30, 1996 at 5:30 p.m., Chicago time, at Libertyville Bank and
Trust Company, 507 North Milwaukee Avenue, Libertyville, Illinois 60048. The
purpose of the Special Meeting is to consider and vote to approve and adopt the
proposed Amended and Restated Agreement and Plan of Reorganization, dated as of
May 28, 1996 (the "Reorganization Agreement"), by and among North Shore
Community Bancorp, Inc., an Illinois corporation ("North Shore"), Lake Forest
Bancorp, Inc., a Delaware corporation ("Lake Forest"), Hinsdale Bancorp, Inc.,
an Illinois corporation ("Hinsdale"), Libertyville and Crabtree Capital
Corporation, a Delaware corporation ("Crabtree"), pursuant to which the newly-
formed merger subsidiaries of North Shore will merge with and into Lake Forest,
Hinsdale, Libertyville and Crabtree, and the shareholders of each of the
companies will be entitled to receive shares of North Shore on basis of certain
fixed exchange ratios, upon the terms and subject to the conditions set forth
in the Reorganization Agreement, all as more fully described in the enclosed
Joint Proxy Statement/Prospectus. As a result of the Reorganization, North
Shore will be renamed Wintrust Financial Corporation, with amended and restated
articles and by-laws, which will be the combined holding company for each of
the respective businesses. A copy of the Reorganization Agreement is attached
as Appendix A to the accompanying Joint Proxy Statement/Prospectus.

The Board of Directors has fixed the close of business on July 29,
1996 as the record date (the "Record Date") for determining shareholders
entitled to notice of, and to vote at, the Special Meeting and any adjournments
or postponements thereof. The holders of record of Libertyville Common Stock
at the Record Date are entitled to notice of and to vote at the Special Meeting
and any adjournments or postponements thereof.

THE BOARD OF DIRECTORS HAS APPROVED THE REORGANIZATION AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF
THE REORGANIZATION AGREEMENT.

By Order of the Board of Directors,

Libertyville, Illinois __________________________________
__________, 1996 Secretary

<PAGE> 9
PRELIMINARY COPY

CRABTREE CAPITAL CORPORATION
475 NORTH MARTINGALE ROAD
SUITE 440
SCHAUMBURG, ILLINOIS 60173

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 28, 1996

A Special Meeting of Shareholders (the "Special Meeting") of Crabtree
Capital Corporation, a Delaware corporation ("Crabtree"), will be held on
August 28, 1996 at 11:00 a.m., Chicago time, at "Corporate Link Conference
Facility," 520-540 Lake Cook Road, Deerfield, Illinois 60015. The purpose of
the Special Meeting is to consider and vote to approve and adopt the proposed
Amended and Restated Agreement and Plan of Reorganization, dated as of May 28,
1996 (the "Reorganization Agreement"), by and among North Shore Community
Bancorp, Inc., an Illinois corporation ("North Shore"), Lake Forest Bancorp,
Inc., a Delaware corporation ("Lake Forest"), Hinsdale Bancorp, Inc., an
Illinois corporation ("Hinsdale"), Libertyville Bancorp, Inc., an Illinois
corporation ("Libertyville") and Crabtree, pursuant to which the newly-formed
merger subsidiaries of North Shore will merge with and into Lake Forest,
Hinsdale, Libertyville and Crabtree, and the shareholders of each of the
companies will be entitled to receive shares of North Shore on basis of certain
fixed exchange ratios, upon the terms and subject to the conditions set forth
in the Reorganization Agreement, all as more fully described in the enclosed
Joint Proxy Statement/Prospectus. As a result of the Reorganization, North
Shore will be renamed Wintrust Financial Corporation, with amended and restated
articles and by-laws, which will be the combined holding company for each of
the respective businesses. A copy of the Reorganization Agreement is attached
as Appendix A to the accompanying Joint Proxy Statement/Prospectus.

The Board of Directors has fixed the close of business on July 29,
1996 as the record date (the "Record Date") for determining shareholders
entitled to notice of, and to vote at, the Special Meeting and any adjournments
or postponements thereof. The holders of record of Crabtree Common Stock at
the Record Date are entitled to notice of and to vote at the Special Meeting
and any adjournments or postponements thereof.

THE BOARD OF DIRECTORS HAS APPROVED THE REORGANIZATION AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF
THE REORGANIZATION AGREEMENT.

By Order of the Board of Directors,

Schaumburg, Illinois __________________________________
__________, 1996 Secretary

<PAGE> 10
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
state.

SUBJECT TO COMPLETION, DATED JULY 22, 1996

JOINT PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF EACH OF
NORTH SHORE COMMUNITY BANCORP, INC.
LAKE FOREST BANCORP, INC.
HINSDALE BANCORP, INC.
LIBERTYVILLE BANCORP, INC.
CRABTREE CAPITAL CORPORATION
__________
PROSPECTUS
WINTRUST FINANCIAL CORPORATION

This Joint Proxy Statement/Prospectus is provided in connection with
the solicitation of proxies by the Board of Directors of North Shore Community
Bancorp, Inc., an Illinois corporation ("North Shore"), Lake Forest Bancorp,
Inc. a Delaware corporation ("Lake Forest"), Hinsdale Bancorp, Inc., an
Illinois corporation ("Hinsdale"), Libertyville Bancorp, Inc., an Illinois
corporation ("Libertyville") and Crabtree Capital Corporation, a Delaware
corporation ("Crabtree"), to be voted at the Special Meeting of Shareholders of
North Shore, Lake Forest, Hinsdale, Libertyville and Crabtree, respectively
(each a "Special Meeting" and collectively, the "Special Meetings"), to be held
on August 27, 1996, August 29, 1996, August 28, 1996, August 30, 1996, and
August 28, 1996, respectively, and at any adjournment thereof, for the purpose
of considering and voting upon a proposal to approve the Amended and Restated
Agreement and Plan of Reorganization, dated as of May 28, 1996 (the
"Reorganization Agreement"), by and among North Shore, Lake Forest, Hinsdale,
Libertyville and Crabtree and certain newly-formed merger subsidiaries of North
Shore -- Lake Forest Bancorp II, an Illinois corporation ("LFBII"), Hinsdale
Bancorp II, an Illinois corporation ("HBII"), Libertyville Bancorp II, an
Illinois corporation ("LBII"), and Crabtree Capital Corporation II, an Illinois
corporation ("Crabtree II") (each a "Constituent Corporation" and collectively,
the "Constituent Corporations"). Pursuant to the Reorganization Agreement,
LFBII will merge with and into Lake Forest, HBII will merge with and into
Hinsdale, LBII will merge with and into Libertyville and Crabtree II will merge
with and into Crabtree (the "Reorganization"), and North Shore will be renamed
Wintrust Financial Corporation ("Wintrust"), with amended and restated articles
and bylaws. After the Reorganization, Wintrust will be the combined holding
company for each of the respective businesses. The Reorganization Agreement is
attached to this Joint Proxy Statement/Prospectus as Appendix A.

This Joint Proxy Statement/Prospectus is also a prospectus of Wintrust
relating to its offering of shares of Wintrust Common Stock to be issued to the
holders of Common Stock of Lake Forest, Hinsdale, Libertyville and Crabtree in
connection with the proposed Reorganization. If the Reorganization Agreement
is approved by the requisite vote of the shareholders of the Constituent
Corporations, following satisfaction of certain other conditions, upon
consummation of the Reorganization each issued and outstanding share of North
Shore, other than dissenting shares, will be converted into and exchanged for
5.16180 shares of Wintrust; each issued and outstanding share of Lake Forest,
other than dissenting shares, will be converted into and exchanged for 9.67334
shares of Wintrust; each issued and outstanding share of Hinsdale, other than
dissenting shares, will be converted into and exchanged for 6.03398 shares of
Wintrust; each issued and outstanding share of Libertyville, other than
dissenting shares, will be converted into and exchanged for 4.02578 shares of
Wintrust; and each issued and outstanding share of Crabtree, other than
dissenting shares, will be converted into and exchanged for 1.18332 shares of
Wintrust; provided that any such shares held by one of the other constituent
corporations shall be cancelled. It is anticipated that Wintrust will issue an
aggregate of approximately 6,509,620 shares of Wintrust Common Stock in the
Reorganization. See "TERMS OF THE REORGANIZATION."

Consummation of the Reorganization is subject to the approval of the
shareholders of each of North Shore, Lake Forest, Hinsdale, Libertyville and
Crabtree, the receipt of all required regulatory approvals and certain other
conditions. See "Conditions of Consummation" and "Statutory Authority Required
for Approvals" under "TERMS OF THE REORGANIZATION."

INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER "RISK
FACTORS AND CERTAIN CONSIDERATIONS" ON PAGE 11 OF THIS JOINT PROXY
STATEMENT/PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS JOINT PROXY STATEMENT/PROSPECTUS IS _________, 1996

<PAGE> 11

<TABLE>
<CAPTION>
TABLE OF CONTENTS
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<S> <C>
MEETING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Purpose of the Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Shares Entitled to Vote; Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Solicitation, Voting and Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . 3

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

The Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Reasons for the Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Conduct of Business Following Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . 6

Recommendations of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Opinions of Howe Barnes Investments, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Exchange of Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Certain Material Federal Income Tax Consequences of the Reorganization . . . . . . . . . . . . 7

Regulatory Approvals and Other Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Waiver, Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Resales of Wintrust Common Stock or Warrants by Affiliates . . . . . . . . . . . . . . . . . . 8

Market Prices of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Comparative Per Share Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

RISK FACTORS AND CERTAIN OTHER CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Potential Conflicts of Interest; Interests of Certain Persons . . . . . . . . . . . . . . . . 11

Reliance on Key Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Additional Capital Needs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Limited Market for Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Certain Anti-Takeover Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Impact of De Novo Operations on Wintrust Profitability . . . . . . . . . . . . . . . . . . . . 13

Allowance for Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Effect of Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Regulatory Restrictions on Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Financial Institution Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

BACKGROUND OF THE REORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Background of the Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Reasons for the Reorganization and Recommendations of the Board of Directors . . . . . . . . . 19

Opinions of Howe Barnes Investments, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

TERMS OF THE REORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Exchange Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Options/Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Closing Date of the Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Surrender of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Conditions to the Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Conduct of Business Pending the Reorganization . . . . . . . . . . . . . . . . . . . . . . . . 30

Certain Material Federal Income Tax Consequences of the Reorganization . . . . . . . . . . . . 31
</TABLE>

i
<PAGE> 12

<TABLE>
<S> <C>
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Termination, Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Interests of Certain Persons in the Reorganization; Conflicts of Interest . . . . . . . . . . 34

Material Arrangements Between the Companies; Certain Transactions with Management . . . . . . 35

Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Resale of Wintrust Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

DESCRIPTION OF CAPITAL STOCK OF WINTRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Certain Anti-Takeover Effects of Wintrust's Articles and By-Laws and Illinois Law . . . . . . 41

COMPARATIVE RIGHTS OF SHAREHOLDERS OF WINTRUST

AND THE COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Authorized Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Size and Classification of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . 45

Nominations for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Action by Written Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Indemnification of Officers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Limitation on Directors' Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Shareholder Vote Required to Approve Business Combinations with Principal Shareholders . . . . 48

Amendment of the Articles and By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

WINTRUST FINANCIAL CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Operational Philosophy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Management of Wintrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Proposed Public Offering; Additional Bank Financing . . . . . . . . . . . . . . . . . . . . . 60

Possible Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Reports to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Pro Forma Condensed Combined Statement of Condition . . . . . . . . . . . . . . . . . . . . . 63

Pro Forma Condensed Combined Statement of Operations . . . . . . . . . . . . . . . . . . . . . 64

NORTH SHORE COMMUNITY BANCORP, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Management Ownership of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Beneficial Ownership of Certain Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 73

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . 74

LAKE FOREST BANCORP, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Management Ownership of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

Beneficial Ownership of Certain Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 93
</TABLE>

ii
<PAGE> 13

<TABLE>
<S> <C>
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . 94

HINSDALE BANCORP, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

Management Ownership of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

Beneficial Ownership of Certain Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 116

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . 118

LIBERTYVILLE BANCORP, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

Management Ownership of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

Beneficial Ownership of Certain Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 138

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139

Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . 139

MATTERS OF GENERAL APPLICABILITY TO BANKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

CRABTREE CAPITAL CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161

Management Ownership of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

Beneficial Ownership of Certain Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 167

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . 168

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

APPENDIX A -- AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION . . . . . . . . . . . . . . . . A-1

APPENDIX B -- FAIRNESS OPINIONS OF HOWE BARNES INVESTMENTS, INC. . . . . . . . . . . . . . . . . . . . B-1

APPENDIX C -- SECTIONS 11.65 AND 11.70 OF

THE ILLINOIS BUSINESS CORPORATION ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D -- SECTION 262 OF THE GENERAL CORPORATION LAW

OF THE STATE OF DELAWARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
</TABLE>

iii
<PAGE> 14
MEETING INFORMATION

GENERAL

This Prospectus and Joint Proxy Statement is being furnished to the
shareholders of each of North Shore, Lake Forest, Hinsdale, Libertyville and
Crabtree (each a "Company" and collectively, the "Companies") in connection
with the solicitation of proxies by the Board of Directors of each of the
Companies for use at its Special Meeting of Shareholders scheduled to be held
on August 27, 1996, August 29, 1996, August 28, 1996, August 30, 1996, and
August 28, 1996, respectively, at the applicable time and place specified in
the accompanying Notice of Special Meeting of Shareholders, or any adjournments
or postponements thereof. Each of the Companies is deemed to have itself
supplied all information contained herein with respect to itself.

This Joint Proxy Statement/Prospectus was mailed to the shareholders
of the Companies on approximately__________, 1996.

PURPOSE OF THE MEETINGS

The purpose of each of the Special Meetings is to consider and vote
upon a proposal to approve the Reorganization Agreement providing for Lake
Forest, Hinsdale, Libertyville and Crabtree to each merge with a separate
merger subsidiary of North Shore, the name of which will be thereupon be
changed to Wintrust Financial Corporation, such that Wintrust will become the
parent holding company of the businesses of each of the Companies which will
continue to be separately operated as subsidiaries of Wintrust. Pursuant to
the terms of the Reorganization Agreement, among other things, (i) LFBII will
merge with and into Lake Forest, HBII will merge with and into Hinsdale, LBII
will merge with and into Libertyville, and Crabtree II will merge with and into
Crabtree, with Lake Forest, Hinsdale, Libertyville and Crabtree as the
surviving entities; (ii) each issued and outstanding share of Common Stock of
North Shore, Lake Forest, Hinsdale, Libertyville and Crabtree, other than
dissenting shares, will be converted into the right to receive 5.16180,
9.67334, 6.03398, 4.02578 and 1.18332 shares of Wintrust Common Stock,
respectively; and (iii) the currently outstanding warrants representing rights
to purchase common stock of certain of the Companies or subsidiaries thereof
will be contributed by the holders thereof as property to Wintrust in exchange
for Wintrust Common Stock and/or warrants to acquire Wintrust Common Stock.

SHARES ENTITLED TO VOTE; VOTES REQUIRED

Only holders of record of the common stock of the Companies at the
close of business on July 29, 1996 (the "Record Date"), are entitled to notice
of and to vote at the Special Meetings. On the Record Date, the number of
outstanding shares of North Shore Common Stock was 254,217, the number of
outstanding shares of Lake Forest Common Stock was 163,360, the number of
outstanding shares of Hinsdale Common Stock was 207,137, the number of
outstanding shares of Libertyville Common Stock was 229,929, and the number of
outstanding shares of Crabtree Common Stock was 1,025,265. Each share of the
common stock of each of the Companies (collectively, the "Company Common
Stock") is entitled to one vote on each matter to come before the Special
Meeting of the respective Company. As Illinois corporations, the Articles of
Incorporation of each of North Shore, Hinsdale and Libertyville require that
the Reorganization Agreement be approved by the affirmative vote of
shareholders owning at least 2/3 of the issued and outstanding shares of
Common Stock entitled to vote at such Company's Special Meeting. As Delaware
corporations, the Certificate of Incorporation of each of Lake Forest and
Crabtree require that the Reorganization Agreement be approved by the
affirmative vote of shareholders owning at least a majority of the issued and
outstanding shares of common stock entitled to vote at such Company's Special
Meeting.

Each Company has been advised by its directors, executive officers and
certain other significant shareholders, as well as by directors and executive
officers of the other Companies who are shareholders of that Company, who
together vote the aggregate number of shares of the Common Stock of the
Companies set forth in the table below, that they intend to vote for approval
of the Reorganization Agreement:

2
<PAGE> 15

<TABLE>
<CAPTION>
NUMBER OF SHARES
HELD BY DIRECTORS, PERCENT OF
EXECUTIVE OFFICERS AND OTHER OUTSTANDING
COMPANY SIGNIFICANT SHAREHOLDERS(1)(2) SHARES(2)
------- ---------------------------------- ---------
<S> <C> <C>
North Shore . . . . . . . . . 94,472 37.16%
Lake Forest . . . . . . . . . 71,459 43.74%
Hinsdale . . . . . . . . . . 71,244 34.39%
Libertyville . . . . . . . . 91,374 39.74%
Crabtree . . . . . . . . . . 400,367 39.05%
</TABLE>

____________________________

(1) Includes for each Company the aggregate number of shares of that Company as
of June 30, 1996, held with the power to vote by those persons who are
directors, executive officers or significant shareholders of any of the
Companies, provided such persons have indicated their intention to vote
such shares in favor of the Reorganization at the respective shareholder
meetings.

(2) Assumes no exercise of options, rights and warrants prior to the
Reorganization and therefore does not reflect beneficial ownership of
shares subject thereto. Does reflect conversion to Common Stock of shares
of preferred stock outstanding as of May 28, 1996 at Lake Forest and
Libertyville, as required by the Reorganization Agreement.

SOLICITATION, VOTING AND REVOCATION OF PROXIES

In addition to soliciting proxies by mail, directors, officers and
employees of the Companies, without receiving additional compensation therefor,
may solicit proxies by telephone, by telegram or facsimile, and in person.
Arrangements may also be made with custodians, nominees and fiduciaries who do
not exercise voting discretion to forward solicitation materials to the
beneficial owners of shares of the Common Stock of the Companies, and each of
the Companies will reimburse such parties for reasonable out-of-pocket expenses
incurred in connection therewith. Because approval of the Reorganization
requires the applicable majority vote of each Company's total shares
outstanding, any shares represented by proxies which are not properly signed
and received by the respective Company prior to the Special Meeting will not be
voted and will thus have the same effect as a vote against the proposal.

Proxies will be voted as specified. However, if no contrary
specification is made in a proxy, it will be voted "FOR" approval of the
Reorganization Agreement. A proxy may be revoked by (i) giving written notice
of revocation at any time before its exercise to the Secretary of the relevant
Company, c/o Mr. David A. Dykstra, 727 North Bank Lane, Lake Forest, Illinois
60045-1951, or (ii) executing and delivering to the appropriate Company at any
time before the proxy's exercise a later dated proxy, or (iii) attending the
Special Meeting of the appropriate Company and voting in person.

The Boards of Directors of the Companies are not aware of any business
to be acted upon at the Special Meetings other than consideration of the
proposal to approve the Reorganization. If, however, other proper matters are
brought before the Special Meetings, or any adjournments or postponements
thereof, the persons appointed as proxies will have discretion to vote or
abstain from voting thereon according to their best judgment, including a
motion to adjourn or postpone the Special Meeting to another time and/or place
for the purpose of soliciting additional proxies; provided, however, that any
proxies voted against the Reorganization proposal will not be voted in favor of
any such adjournment or postponement.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, EACH
HOLDER OF SHARES OF ANY OF THE COMPANIES IS URGED TO COMPLETE, DATE AND SIGN
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY TO THE RELEVANT COMPANY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.

3
<PAGE> 16

SUMMARY

The following is a summary, which is not intended to be complete, of
certain information contained elsewhere in this Joint Proxy
Statement/Prospectus. Reference is made to, and this summary is qualified in
its entirety by, the more detailed information contained herein and the
exhibits hereto. Each shareholder is urged to carefully read this Joint Proxy
Statement/Prospectus and the appendices hereto in their entirety.

THE PARTIES

Each of the Companies that is party to the proposed Reorganization,
except Crabtree, is a one-bank holding company providing community- based
banking services in different affluent suburbs of Chicago, Illinois. Crabtree
is the holding company for First Premium Services, Inc., an Illinois
corporation whose primary business is the financing of insurance premiums
("First Premium"). Each of the Companies shares certain common members of
their senior management teams, a number of common directors and numerous
overlapping investors. Howard D. Adams, the principal founding shareholder of
each of the organizations, is the Chairman or Vice Chairman of each of the
Boards of Directors. Together with members of his family, he is also the
largest shareholder of each of the Companies. By consolidating the five
Companies into a single holding company structure, the proposed Reorganization
serves to formalize the various cost sharing and shared senior management
arrangements already existent to varying degrees among the different Companies.
See "BACKGROUND OF THE REORGANIZATION" and "Operational Philosophy" under
"WINTRUST FINANCIAL CORPORATION."

Each of North Shore, Lake Forest, Hinsdale and Libertyville is engaged
in commercial banking through its bank subsidiary: North Shore Community Bank
and Trust Company, an Illinois banking corporation ("North Shore Bank"), Lake
Forest Bank and Trust Company, an Illinois banking corporation ("Lake Forest
Bank"), Hinsdale Bank and Trust Company, an Illinois banking corporation
("Hinsdale Bank"), and Libertyville Bank and Trust Company, an Illinois banking
corporation ("Libertyville Bank"), respectively (collectively, the "Banks").
Lake Forest was incorporated in Delaware in 1991. Hinsdale and North Shore
were incorporated in Illinois in 1992, and Libertyville in 1994.

Each of the Banks provides a variety of financial services to
individuals, businesses, local governmental units and institutional customers.
These services include personal and commercial banking services, including
demand, NOW, money market, savings and time deposit accounts; real estate,
commercial and consumer loans; safe deposit facilities; and other services
tailored for its customer base. Lake Forest Bank, Hinsdale Bank, North Shore
Bank and Libertyville Bank each were organized and began operations as Illinois
state chartered banks in December 1991, October 1993, September 1994, and
October 1995, respectively.

The address of North Shore's principal executive office is 1145
Wilmette Avenue, Wilmette, Illinois 60091; and its telephone number is (847)
853-1145. As of March 31, 1996, North Shore had total assets of $117,938,000
and total shareholders' equity of $11,407,000. See "Business" and "Selected
Financial Data" under "NORTH SHORE COMMUNITY BANCORP, INC."

The address of Lake Forest's principal executive office is 727 North
Bank Lane, Lake Forest, Illinois 60045; and its telephone number is (847)
234-2882. As of March 31, 1996, Lake Forest had total assets of $216,350,000
and total shareholders' equity of $11,095,000. See "Business" and "Selected
Financial Data" under "LAKE FOREST BANCORP, INC."

The address of Hinsdale's principal executive office is 25 East First
Street, Hinsdale, Illinois 60521 and its telephone number is (708) 323-4404.
As of March 31, 1996, Hinsdale had total assets of $118,545,000 and total
shareholders' equity of $9,776,000. See "Business" and "Selected Financial
Data" under "HINSDALE BANCORP, INC."

4
<PAGE> 17

The address of Libertyville's principal executive office is 507 North
Milwaukee Avenue, Libertyville, Illinois 60048 and its telephone number is
(847) 367-6800. As of March 31, 1996, Libertyville had total assets of
$52,542,000 and total shareholders' equity of $9,387,000. See "Business" and
"Selected Financial Data" under "LIBERTYVILLE BANCORP, INC."

Crabtree was incorporated in Delaware in 1979. Crabtree is engaged in
the premium finance industry through its subsidiary First Premium. The address
of Crabtree's principal executive office is 475 North Martingale Road, Suite
440, Schaumburg, Illinois 60173 and its telephone number is (847) 517-8030. As
of March 31, 1996, Crabtree had total assets of $18,164,000 and total
shareholders' equity of $2,658,000. See "Business" and "Selected Financial
Data" under "CRABTREE CAPITAL CORPORATION."

THE REORGANIZATION

As a result of the Reorganization, Lake Forest, Hinsdale, Libertyville
and Crabtree will be merged with newly formed merger subsidiaries of North
Shore such that North Shore, with the new articles and by-laws provided for in
the Reorganization Agreement and the name changed to Wintrust Financial
Corporation as of the Effective Date, will become the parent holding company of
each of the separate businesses, and the shareholders of each of the Companies
will exchange their shares for Wintrust Common Stock. Upon effectiveness of
the Reorganization, Wintrust will have five direct wholly-owned subsidiaries:
Lake Forest, Hinsdale, North Shore Bank, Libertyville and Crabtree; and four
second-tier operating subsidiaries: Lake Forest Bank, Hinsdale Bank,
Libertyville Bank and First Premium, each of which will continue to be wholly-
owned by its respective parent holding company. See "WINTRUST FINANCIAL
CORPORATION."

Under the terms of the Reorganization Agreement, when the
Reorganization becomes effective, each issued and outstanding share of North
Shore Common Stock will be converted into 5.16180 shares of Wintrust Common
Stock; each issued and outstanding share of Lake Forest Common Stock will be
converted into 9.67334 shares of Wintrust Common Stock; each issued and
outstanding share of Hinsdale Common Stock will be converted into 6.03398
shares of Wintrust Common Stock; each issued and outstanding share of
Libertyville Common Stock will be converted into 4.02578 shares of Wintrust
Common Stock; and each issued and outstanding share of Crabtree Common Stock
will be converted into 1.18332 shares of Wintrust Common Stock; except in each
case for any dissenting shares (the "Exchange Ratios"). Cash will be paid by
Wintrust in lieu of issuing fractional shares. See "Exchange Ratios" and
"Surrender of Certificates" under "TERMS OF THE REORGANIZATION."

The Reorganization Agreement provides that the existing articles of
incorporation and by-laws of North Shore will be amended and restated as the
Articles of Incorporation of Wintrust (the "Articles") and By-Laws of Wintrust
(the "By-Laws") providing Wintrust shareholders the rights contemplated by the
Reorganization Agreement and to read substantially as set forth in exhibits to
the Reorganization Agreement and made a part thereof. See "COMPARATIVE RIGHTS
OF SHAREHOLDERS OF WINTRUST AND THE COMPANIES" and "Certain Anti-Takeover
Effects of Wintrust's Articles and By-Laws and Illinois Law" under "DESCRIPTION
OF CAPITAL STOCK OF WINTRUST." The Reorganization Agreement, including the
exhibits thereto, is included herein as Appendix A to this Joint Proxy
Statement/Prospectus.

The Reorganization Agreement also provides that, in connection with
and as part of the Reorganization, the warrants representing the right to
acquire shares of common stock of North Shore, Hinsdale, Libertyville and First
Premium which are currently issued and outstanding are required to be
contributed, upon consummation of the Reorganization, by the holders thereof to
Wintrust in exchange for a combination of Wintrust Common Stock and warrants to
acquire Wintrust Common Stock at $15.00 per share ("Wintrust Warrants"). The
basis of such exchange is reflective of the Exchange Ratios applicable to the
shares underlying such outstanding warrants, and, assuming no prior exercise of
the warrants currently outstanding, is anticipated to result in the issuance of
approximately 478,871 additional shares of Wintrust Common Stock and Wintrust
Warrants to acquire approximately 138,593 shares. See "Common Stock Warrants"
under "TERMS OF THE REORGANIZATION."

5
<PAGE> 18

REASONS FOR THE REORGANIZATION

The Board of Directors of each of the Companies believes that the
approval of the Reorganization Agreement is in the best interest of their
respective Companies and shareholders. The Reorganization will result in a
combined bank holding company having greater access to financial and managerial
resources. While preserving the focus on highly personalized services of the
individual banks and the benefits of local, decentralized management of
community based banking, the resulting multi-bank holding company should enable
the subsidiary banks and subsidiary premium finance company to compete more
effectively with other larger and more diversified banks, bank holding
companies and other financial services companies in the current and future
economic, legal and competitive environment facing all financial institutions.
Furthermore, the Boards believe that the Reorganization should establish a
combined organization with the size and resources necessary to raise capital
through the public equity markets in order to support anticipated further
growth and to achieve liquidity for shareholders through the anticipated
development of a public trading market for the Wintrust Common Stock. However,
there can be no assurance that the Reorganization will have these results. See
"Reasons for the Reorganization and Recommendations of the Boards of Directors"
under "BACKGROUND OF THE REORGANIZATION" and "WINTRUST FINANCIAL CORPORATION."

CONDUCT OF BUSINESS FOLLOWING REORGANIZATION

Following the Reorganization, the business and operations of the
Companies will continue to be conducted in substantially the same manner as
presently conducted. The senior management team which is currently shared by
the Companies, including Howard D. Adams, will serve as the Wintrust executive
officers after the Effective Date and will continue to have responsibility for
capital planning, long-term strategic planning, marketing and advertising,
financial management, asset/liability management and technology, while the
existing management teams of the Banks and First Premium will continue to have
the full managerial responsibilities with respect to customer service and the
ongoing day-to-day operations of their respective subsidiaries. The boards of
each of the Banks will not be changed as a result of the Reorganization and
will continue to have full oversight responsibilities of their respective
management teams. Each of the Companies has effectively competed in its
respective business niches by emphasizing quality products delivered through
traditional and state-of-the-art systems and by prioritizing highly responsive
and personalized attention to customer service. Management believes that these
operational objectives can be best achieved by retaining decision making in the
on-site Bank management personnel and their respective Bank boards, largely
comprised of local community leaders in each of the Banks' respective market
areas. Similarly, First Premium management and its board will continue to
manage the insurance premium finance operations in order to allow Wintrust to
maximize the benefit of the significant specialized expertise of such persons
in this financial services niche and to best preserve the many insurance agent
relationships key to the success of First Premium's business. See "Operational
Philosophy" under "WINTRUST FINANCIAL CORPORATION."

RECOMMENDATIONS OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS AND THE DISINTERESTED DIRECTORS (AS DEFINED
BELOW) OF EACH OF THE COMPANIES HAVE APPROVED THE REORGANIZATION AGREEMENT AND
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE
REORGANIZATION AGREEMENT. The initial terms of the Reorganization Agreement
were proposed by the Companies' shared senior management team and the final
terms were approved by each of the Special Committees established by the Boards
of Directors of each of the Companies to consider the proposal. The Special
Committees gave consideration to many factors, including, without limitation,
information concerning the relative financial positions, earnings and future
prospects of each Company, as well as the respective growth potential of each
of the Companies based upon their respective businesses, locations and market
areas. The Boards of Directors, including in each case those directors of the
Company who do not serve as directors of any other party to the Reorganization
(the "disinterested directors"), after consideration of the terms and
conditions of the Reorganization Agreement and other factors deemed relevant by
the Boards of Directors, including the opinions of Howe Barnes Investments,
Inc. ("Howe Barnes") and the recommendation of their respective Special
Committees to approve the

6
<PAGE> 19

transaction, believe that the terms of the Reorganization Agreement are fair
and that the Reorganization is in the best interests of their respective
Companies and their shareholders. See "Reasons for the Reorganization and
Recommendations of the Boards of Directors" and "Opinions of Howe Barnes
Investments, Inc." under "BACKGROUND OF THE REORGANIZATION." See also
"Potential Conflicts of Interest" under "RISK FACTORS."

OPINIONS OF HOWE BARNES INVESTMENTS, INC.

Howe Barnes has furnished an opinion to the Board of Directors of each
of the Companies that the financial terms of the Reorganization Agreement,
pursuant to which shares of Common Stock of each of the Companies will be
converted into shares of Wintrust Common Stock, are fair to the shareholders of
each Company from a financial point of view (the "Fairness Opinions"). The
Fairness Opinions, which are included in this Joint Proxy Statement/Prospectus
as Appendix B, should be read in their entirety for information with respect to
the assumptions made, matters considered, and the limitations in the review
undertaken in rendering such opinions. See "Opinions of Howe Barnes
Investment, Inc." under "BACKGROUND OF THE REORGANIZATION."

EXCHANGE OF STOCK CERTIFICATES

If the Reorganization Agreement is approved and the Reorganization is
consummated, instructions on how to exchange certificates representing shares
of any of the Companies' Common Stock for certificates representing shares of
Wintrust Common Stock will be sent to each shareholder of record of each of the
Companies on or shortly after the effective date of the Reorganization. See
"Surrender of Certificates" under "TERMS OF THE REORGANIZATION."

SHAREHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES UNTIL THEY
RECEIVE THE LETTER OF TRANSMITTAL AND INSTRUCTIONS FROM WINTRUST.

CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION

An opinion of counsel has been obtained from Blackman Kallick
Bartelstein, LLP ("Blackman Kallick") to the effect that the Reorganization
will constitute a reorganization for federal income tax purposes within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), subject to customary assumptions and representations, with the
consequences that no gain or loss will be recognized by the shareholders of the
Companies in connection with the conversion of their Shares except with respect
to the receipt of cash in lieu of a fractional share of Wintrust Common Stock
or upon the exercise of dissenters' rights. Blackman Kallick has also advised
the Companies that the exchange of outstanding warrants for Wintrust Common
Stock should be tax free, to the warrant holders, subject to certain
conditions, while the exchange for Wintrust Warrants will be taxable in an
amount equal to the value of the Wintrust Warrants received. See "Certain
Material Federal Income Tax Consequences of the Reorganization" under "TERMS OF
THE REORGANIZATION."

SHAREHOLDERS SHOULD READ CAREFULLY THE DISCUSSION SET FORTH UNDER
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION" UNDER "TERMS OF
THE REORGANIZATION" AND ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
SPECIFIC CONSEQUENCES TO THEM OF THE REORGANIZATION UNDER FEDERAL, STATE, LOCAL
AND ANY OTHER APPLICABLE TAX LAWS.

REGULATORY APPROVALS AND OTHER CONDITIONS

As a condition to consummation of the Reorganization, the
Reorganization Agreement must be approved by the requisite shareholder vote of
each of the Companies. In addition, the consummation of the Reorganization is
subject to required bank regulatory approvals and the satisfaction of certain
other conditions, including the

7
<PAGE> 20

condition that there be no material adverse changes in the businesses of the
Companies and that the outstanding warrant agreements be amended to require the
holders thereof to contribute the warrants to Wintrust in connection with and
as part of the Reorganization in exchange for Wintrust Common Stock and/or
warrants to acquire Wintrust Common Stock. See "Conditions to the
Reorganization" under "TERMS OF THE REORGANIZATION."

On June 4, 1996, Wintrust filed an application with the Board of
Governors of the Federal Reserve System (the "Federal Reserve") under the Bank
Holding Company Act of 1956, as amended (the "BHC Act"), for the required
approval of the Reorganization. By letter dated July 15, 1996, the Federal
Reserve deemed the application informationally complete, and accepted the
application for processing under delegated authority. Accordingly, it is
anticipated that the Federal Reserve will render its decision on the
application by August 14, 1996, and that the required Department of Justice
waiting period will expire at the earliest on August 29, 1996. There are no
assurances that all the required regulatory approvals will be obtained or when
such required approvals will be obtained. See "Regulatory Approvals" and
"Conditions to the Reorganization" under "TERMS OF THE REORGANIZATION."

WAIVER, AMENDMENT AND TERMINATION

The Reorganization Agreement provides that the parties to the
Reorganization Agreement may waive compliance with any obligations or other
acts of the parties provided for in the Reorganization Agreement. See
"Termination, Amendment and Waiver" under "TERMS OF THE REORGANIZATION."

The Reorganization Agreement and all related agreements may be amended
at any time before or after approval of the Reorganization Agreement by the
mutual agreement of the parties thereto; provided, however, that any amendment
subsequent to the approval of the Reorganization by each of the Companies'
shareholders may not impact the Exchange Ratios. See "Termination, Amendment
and Waiver" under "TERMS OF THE REORGANIZATION."

The Reorganization Agreement may be terminated at any time prior to
consummation of the Reorganization by the mutual agreement of the parties
thereto. See "Termination, Amendment and Waiver" under "TERMS OF THE
REORGANIZATION."

DISSENTERS' RIGHTS

Sections 11.65 and 11.70 of the IBCA and Section 262 of the General
Corporation Law of Delaware ("DGCL") (which are included herein as Appendices C
and D, respectively) allow a shareholder who objects to a merger and who
complies with those sections to dissent from the merger and to have paid to him
the fair cash value of his shares. See "Dissenters' Rights" under "TERMS OF
THE REORGANIZATION." To the extent dissenters' rights are exercised, they will
be satisfied from general funds of Wintrust. The Board of Directors may
terminate the Reorganization if shareholders owning 10 percent or more of the
Common Stock of any of the Companies, or, on a combined basis, 10 percent or
more of the shares of Wintrust Common Stock to be outstanding, exercise
dissenters' rights.

RESALES OF WINTRUST COMMON STOCK OR WARRANTS BY AFFILIATES

The resale of Wintrust Common Stock and Wintrust Warrants issued in
connection with the Reorganization to "affiliates" (as such term is defined by
Rule 145 promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act")) of the Companies will be subject to restriction. Such shares and
warrants may only be sold (a) pursuant to a separate registration statement
relating to such affiliates' shares of Wintrust Common Stock or Wintrust
Warrants (which Wintrust has not agreed to provide); (b) pursuant to the terms
and conditions of Rule 145 promulgated under the Securities Act by the
Commission which impose certain volume limitations and manner of sale
requirements for a period of two years

8
<PAGE> 21

following the Reorganization; or (c) pursuant to some other exemption from
registration. For Wintrust to be able to account for the Reorganization as a
"pooling-of-interests," certain additional restrictions will be placed on
affiliates of the Companies with respect to Wintrust Common Stock during the
period beginning 30 days before the Reorganization and ending when the results
for at least 30 days of post-Reorganization combined operations have been
published. See "Resale of Wintrust Common Stock and Wintrust Warrants" under
"TERMS OF THE REORGANIZATION."

MARKET PRICES OF COMMON STOCK

None of the Companies' Common Stock has ever been the subject of
published quotations in an over-the counter market nor have any established
public trading markets ever developed for any of the Companies' Common Stock.
Based on information supplied to the Companies, trading has occurred in
sporadic, privately negotiated transactions. While there can be no assurances,
it is anticipated that certain broker dealers may commence making a market in
Wintrust Common Stock after the Reorganization in light of the combined number
of shareholders and the greater volume of shares to be outstanding.

COMPARATIVE PER SHARE DATA

The following table presents comparative net income and book value per
share data for the Companies on a historical basis and a pro forma equivalent
basis, assuming the Reorganization had been effective during the periods
presented. No common stock dividends have been paid by North Shore, Lake
Forest, Hinsdale or Libertyville since their inception, and Crabtree has paid
no dividends during the last five years. The pro forma information gives
effect to the Reorganization accounted for as a "pooling-of-interests" and is
based on the respective Exchange Ratios set forth elsewhere herein. This table
should be read in conjunction with the Companies' consolidated financial
statements and the Pro Forma Condensed Combined Financial Information,
including in each case the notes thereto, which appear elsewhere herein.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
THREE MONTHS ---------------------------------
ENDED
MARCH 31,
1996 1995 1994 1993
--------------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Income (Loss) per Common
Share from Continuing Operations(1):
--------------------------------
North Shore Historical . . . . . . . . . . $(0.95 ) $(4.29) $(12.26) N/A
Pro Forma Equivalent Combined . . . . . $ (0.28) $1.37 $(2.27) N/A
Lake Forest Historical . . . . . . . . . . $1.01 $5.95 $3.05 $1.32
Pro Forma Equivalent Combined . . . . . $ (0.53) $2.57 $(4.25) $(8.97)
Hinsdale Historical . . . . . . . . . . . . $0.31 $2.04 $ (6.11) $(12.55)
Pro Forma Equivalent Combined . . . . . $ (0.33) $1.60 $(2.65) $(5.59)
Libertyville Historical . . . . . . . . . . $(1.64) $(14.19) N/A N/A
Pro Forma Equivalent Combined . . . . . $ (0.22) $1.07 N/A N/A
Crabtree Historical . . . . . . . . . . . . $(0.03) $1.85 $(0.70) $ (2.71)
Pro Forma Equivalent Combined . . . . . $ (0.06) $0.31 $(0.52) $(1.10)
</TABLE>

9
<PAGE> 22

_____________________
(1) Historical net income (loss) per common share from continuing operations
are computed by dividing net income (loss) per common share from
continuing operations by the sum of the weighted average number of shares
outstanding during the period plus dilutive common stock equivalents
applicable to stock options, stock rights and stock warrants. Pro forma
equivalent combined net income (loss) per common share from continuing
operations are computed by multiplying pro forma combined net income
(loss) per common share from continuing operations of $(0.05), $0.27,
$(0.44) and $(0.93) for the three months ended March 31, 1996 and the
years ended December 31, 1995, 1994 and 1993, respectively, by the
applicable Exchange Ratio, so that the pro forma combined per share
amounts are equated to the respective pro forma values for one share of
the applicable Company.

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
----------- ---------------
<S> <C> <C>
Book Value per Common Share:(1)
---------------------------
North Shore Historical . . . . . . . . . . $41.80 $41.76
Pro Forma Equivalent Combined . . . . . $32.47 $33.04
Lake Forest Historical . . . . . . . . . . $62.98 $63.77
Pro Forma Equivalent Combined . . . . . $60.85 $61.92
Hinsdale Historical . . . . . . . . . . . . $44.72 $44.78
Pro Forma Equivalent Combined . . . . . $37.95 $38.63
Libertyville Historical . . . . . . . . . . $44.90 $46.64
Pro Forma Equivalent Combined . . . . . $25.32 $25.77
Crabtree Historical . . . . . . . . . . . . $ 2.59 $ 2.62
Pro Forma Equivalent Combined . . . . . $ 7.44 $ 7.57
</TABLE>

- -----------------
(1) Historical book value per share is computed by dividing shareholders'
equity by the number of shares of the respective companies, as the case
may be, outstanding at the balance sheet date, adjusted for the number of
shares resulting from the exercise of dilutive stock options, stock rights
and stock warrants. The pro forma equivalent combined book values per
share represent the pro forma combined book value of $6.29 and $6.40 as of
March 31, 1996 and December 31, 1995, respectively, multiplied by the
applicable Exchange Ratio, so that the pro forma combined per share
amounts are equated to the respective pro forma book value for one share
of the applicable Company.

10
<PAGE> 23
RISK FACTORS AND CERTAIN OTHER CONSIDERATIONS

POTENTIAL CONFLICTS OF INTEREST; INTERESTS OF CERTAIN PERSONS

Certain directors of the Companies (i) presently serve as officers and
directors of more than one of the Companies; (ii) have been designated to serve
as directors and/or officers of Wintrust following the Effective Date; and/or
(iii) are shareholders of more than one of the Companies. For these reasons,
certain directors and officers of the Companies may not be independent and may
be considered to have conflicts of interest with respect to the Reorganization
and Reorganization Agreement. In addition, the Companies have retained common
legal, accounting, tax and financial advisors to represent them with respect to
various matters involved in this transaction. See "BACKGROUND OF THE
REORGANIZATION." See also "Interests of Certain Persons in the Reorganization;
Conflicts of Interests" under "TERMS OF THE REORGANIZATION."

Howard D. Adams, the Chairman or Vice Chairman of each of the
Companies, will as a result of the Reorganization receive shares of Wintrust
Common Stock in exchange for 40,000 of his shares of Crabtree Common Stock,
which shares are currently subject to the terms of a stock purchase plan
providing for repurchase by Crabtree at an aggregate discount of $800,000 from
any proposed resale value. As a result of the Reorganization, the shares of
Wintrust Common Stock issuable in exchange for such Crabtree shares will no
longer be subject to the terms of such plan. In addition, under the terms of
the Reorganization providing for the exchange of the Companies' outstanding
common stock warrants on a basis reflective of and consistent with the
applicable Exchange Ratios, Mr. Adams and/or certain members of his family will
be entitled to receive 35,318 shares of Wintrust Common Stock and Edward J.
Wehmer, a director of each of the Companies other than Crabtree and who will
serve as President of Wintrust, will be entitled to receive 10,268 shares of
Wintrust Common Stock, as part of the warrant exchange. Such additional shares
will be issued at the Effective Date without payment of cash at that time by
the holders of the warrants, and the aggregate exercise price of the currently
outstanding warrants will be allocated to the Wintrust Warrants also to be
issued as part of the exchange for such warrants. Payment of any such exercise
price will be required to be made by the warrant holders only if and when they
determine to exercise the Wintrust Warrants in the future. See "Interests of
Certain Persons in the Reorganization; Conflicts of Interests" and "Common
Stock Warrants" under "TERMS OF THE REORGANIZATION."

Shareholders are urged to carefully read this Joint Proxy
Statement/Prospectus and rely on their own judgment in evaluating the
advisability and fairness of the Reorganization Agreement.

RELIANCE ON KEY PERSONNEL

Wintrust's success will be largely dependent on its continuing ability
to retain the services of the Companies' existing senior management, including
Howard D. Adams and Edward J. Wehmer, and the management teams of each of the
Banks and First Premium, and, as Wintrust grows, to attract and retain
qualified additional senior and middle management. The unexpected loss of
services of any of the key management personnel, or the inability to recruit
and retain qualified personnel in the future, could have an adverse effect on
Wintrust's business and financial results. It is anticipated that following
the Reorganization Wintrust and its subsidiaries will enter into management
employment contracts or other forms of understanding with senior management
providing for certain non-compete agreements and reasonable and customary
benefits and severance arrangements; however, the terms and conditions of such
agreements have not yet been finalized.

ADDITIONAL CAPITAL NEEDS

It is anticipated that Wintrust will need to raise additional capital
in 1996 in order to support the growth of the Banks and satisfy regulatory
capital requirements. In addition, to the extent any of the holders of First
Premium warrants should determine to exercise certain existing put rights to
sell their warrants to First Premium prior to the Reorganization, Wintrust may
need additional funds to finance the payment of such obligations of First
Premium. It is not anticipated that the First Premium warrant holders will
exercise the put rights, and it is a

11
<PAGE> 24

condition precedent to the Reorganization that such put rights not be
exercised, although the respective Boards of Directors of the Companies could
each determine to waive the condition. See "Common Stock Warrants" under
"TERMS OF THE REORGANIZATION."

While management believes that sufficient debt and/or equity
capital will be available, and that Wintrust, as a combined organization, will
be able to access more efficient sources of capital than any of the Companies
on a stand alone basis, there can be no assurance that the needed funds will be
raised on pricing terms deemed favorable by existing shareholders. Management
has obtained a commitment from LaSalle National Bank to provide, subject to
consummation of the Reorganization, a $25 million revolving line of credit
which will be secured by a pledge of the stock of the Banks and Crabtree and
will replace existing lines currently in place at certain of the Companies
providing for aggregate borrowings of up to $12 million. To the extent
Wintrust's capital needs are also funded through the issuance of additional
equity, Wintrust shareholders may experience dilution and their percentage
ownership will be diluted as a result of an offering unless they acquire shares
in that offering proportionate to their current ownership interest in Wintrust.
See "WINTRUST FINANCIAL CORPORATION."

LIMITED MARKET FOR SHARES

While the shares of Wintrust Common Stock to be issued in the
Reorganization will be freely tradeable by persons other than those who are
currently affiliates of any of the Companies, there has been no prior public
market for the shares of any of the Companies and there can be no assurance
that an active public market will necessarily develop for the Wintrust Common
Stock. However, it is anticipated that with more than 6.5 million shares to be
outstanding and more than 700 shareholders of Wintrust after consummation of
the Reorganization, certain broker dealer firms may commence making a limited
market in such shares.

Management is currently considering the feasibility of publicly
offering shares of Wintrust Common Stock during the second half of 1996 in
order to address additional capital needs. There can be no assurance, however,
that an offering will be made at that time or any future time or that a public
market will develop as a result of any such proposed public offering.
Management is unable to predict at what price such a market, if any, may
develop. See "Proposed Public Offering" under "WINTRUST FINANCIAL
CORPORATION."

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of Wintrust's Articles and By-Laws, which will
become effective as part of the Reorganization, and the Illinois Business
Corporation Act ("IBCA") may have the effect of impeding the acquisition or
control of Wintrust by means of a tender offer, a proxy fight, open-market
purchases or otherwise in a transaction not approved by the Board of Directors
of Wintrust. These provisions may have the effect of discouraging a future
takeover attempt which is not approved by the Board of Directors. Such
provisions will also render the removal of the current Board of Directors or
management of Wintrust more difficult. Such provisions include, among other
things, the authorization of "blank check" preferred stock, staggering the
board of directors, limiting the filling of Board vacancies to the Board of
Directors, prohibiting shareholder action by written consent, election of the
IBCA "fair price" provision, requiring advance notice with respect to
shareholder proposals and director nominations and requiring an 85 percent vote
of the shareholders to amend certain anti-takeover provisions in the Articles
and By-Laws. Shareholders are encouraged to read carefully Wintrust's Articles
and By-Laws which are included in this Joint Proxy Statement/Prospectus as
Exhibits B and C, respectively, to the Reorganization Agreement which is set
forth in Appendix A.

It is anticipated that the Board of Directors of Wintrust will
consider and may implement a shareholder rights plan ("rights plan") subsequent
to the consummation of the Reorganization to deter coercive, hostile bids for
corporate control and encourage a potential acquiror to negotiate with the
Board of Directors. A rights plan, if implemented, will also have certain
anti-takeover effects. See "Certain Anti- Takeover Effects of Wintrust's
Articles and By-Laws and Illinois Law" under "DESCRIPTION OF CAPITAL STOCK OF
WINTRUST."

12
<PAGE> 25
IMPACT OF DE NOVO OPERATIONS ON WINTRUST PROFITABILITY

Each of the Banks was organized as a de novo banking organization
within the past five years. Typically, de novo banks require 18 months to
three years of operations before becoming profitable, due to the impact of
organizational and overhead expenses and the time lag typically involved in
redeploying deposits into attractively priced loans and other higher yielding
earning assets. Libertyville, formed in 1994, is still in the start-up phase,
and Libertyville Bank, which commenced operations in October 1995, is not yet
profitable. North Shore, which commenced operations in September 1994,
recorded net losses for 1994 and 1995 and has recently incurred the
organizational costs associated with opening two new branches, one in Glencoe
in 1995 and one in Winnetka in 1996. Hinsdale, which commenced banking
operations in October 1993, recorded net losses for both 1993 and 1994, and
first recorded net income in 1995. While management believes that each of the
Banks has demonstrated significant success to date in deposit generation and
will likely continue to increase its loan-to-deposit ratio as loan origination
activities increase, the reported net income and return on average assets for
Wintrust will in the near term be impacted by start-up costs associated with
these and potential future de novo operations. See "Possible Acquisitions"
under "WINTRUST FINANCIAL CORPORATION" for information regarding a possible
acquisition from certain directors of the Companies of a corporation formed to
organize a de novo bank in a northwestern suburb of Chicago.

ALLOWANCE FOR LOAN LOSSES

The Banks' and First Premium's allowances for loan losses are
maintained at a level considered adequate by management to absorb anticipated
losses. While none of the Banks nor First Premium has experienced any
significant charge-offs since inception, the amount of future losses is
susceptible to changes in economic, operating and other conditions, including
changes in interest rates, that may be beyond Wintrust's control, and such
losses may exceed current estimates. Although management believes that the
allowances for loan losses are adequate to absorb any losses on existing loans
that may become uncollectible, there can be no assurance that the allowance
will prove sufficient to cover actual loan losses in the future. In
particular, First Premium is currently seeking to recover the approximately
$1.1 million remaining amount related to an approximately $5.0 million premium
finance loan that was fraudulently obtained by the obligor, through pending
litigation in which First Premium has filed claims against several defendants,
including the obligor corporation, certain agents of the obligor and the
insurance company. While First Premium management believes it will ultimately
recover the remaining amount and associated costs of recovery and therefore has
not fully reserved against possible loss of these sums, there can be no
assurances when or if such funds will be received.

EFFECT OF INTEREST RATES

Like most banks, the Banks realize income primarily from the spread
between interest earned on loans and investments and the interest paid on
deposits and borrowings. It is expected that the Banks, from time to time,
will experience "gaps" in the interest rate sensitivities of their assets and
liabilities, meaning that either their interest-bearing liabilities will be
more sensitive to changes in market interest rates than their interest-earning
assets, or vice versa. In either event, if market interest rates should move
contrary to the Banks' position, the "gap" will work against the Banks and
their earnings may be negatively affected. Management actively monitors the
interest rate sensitivities of the assets and liabilities of the Banks and
works to prevent any gaps from approaching imprudent levels.

REGULATORY RESTRICTIONS ON DIVIDENDS

None of the Companies has previously paid regular quarterly dividends.
While there can be no assurances, it is anticipated that Wintrust may commence
payment of dividends out of funds legally available therefor. Wintrust's
sources of funds for dividend payments will consist primarily of dividends from
its direct and indirect subsidiaries. Under the provisions of the Illinois
Banking Act, dividends may not be declared by the Banks except out of each
Bank's net profit (as defined therein), and unless each Bank has transferred to
surplus at least one-tenth of its net profits since the date of the declaration
of the last preceding dividend, until the amount of its surplus is

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at least equal to its capital. Presently, the surplus of each of the Banks
equals or exceeds regulatory capital. However, each of North Shore Bank,
Hinsdale Bank and Libertyville Bank is subject to additional restrictions
prohibiting the payment of dividends by a de novo bank in its first three years
of operations. The de novo periods end for North Shore Bank, Hinsdale Bank and
Libertyville Bank in September 1997, October 1996 and October 1998,
respectively. Subsequent to these dates, the banks would be allowed to pay
dividends subject to the regulatory limitations that are applicable to all
state-chartered banks that are members of the Federal Reserve Bank. As of
March 31, 1996, based upon applicable regulatory limitations, Lake Forest Bank
had $1,718,000 available to pay as dividends if and when declared by the board.

None of Lake Forest, Hinsdale or North Shore has regulatory
restrictions as to the amount of dividends that are available to be paid;
however, each of these entities has a covenant with its respective lender that
dividends will not be paid without the lender's prior consent, which consent
will not be unreasonably withheld. It is anticipated that after the
Reorganization Wintrust will replace these existing credit agreements with a
single $25 million line of credit at the Wintrust level, the terms of which
loan agreement are expected to impose certain restrictions on dividend payments
by Wintrust. There are no regulatory restrictions on declaration of dividends
by Libertyville, Crabtree or First Premium. There are, however, certain
dividend restrictions in the financial covenants of First Premium's
securitization facility and credit agreements that limit payment of dividends
to Wintrust absent consent thereto by the credit providers.

FINANCIAL INSTITUTION REGULATION

Wintrust, the Banks and their bank holding companies are subject to
extensive federal and state legislation, regulation and supervision. Recently
enacted, proposed and future legislation and regulations have had, will
continue to have or may have significant impact on the financial services
industry. Some of the legislative and regulatory changes may benefit Wintrust
and the Banks; others, however, may increase their costs of doing business and
thereby assist competitors.

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<PAGE> 27
BACKGROUND OF THE REORGANIZATION

BACKGROUND OF THE REORGANIZATION

Each of the Companies shares certain common members of their senior
management teams, a number of common directors and numerous overlapping
investors. Howard D. Adams, the principal founding shareholder of each of the
organizations, is the Chairman or Vice Chairman of each of the Boards of
Directors. Together with members of his family, he is also the largest
shareholder of each of the Companies and will be the largest holder of Wintrust
at the Effective Date. Edward J. Wehmer, a principal organizer of each of the
banking organizations, is a director and Vice Chairman of each of the Companies
other than Crabtree.

Commencing in January 1996, Messrs. Howard D. Adams, Edward J.
Wehmer, David A. Dykstra, the chief financial officer of each of the bank
holding companies, Alan W. Adams, and David L. Steele, a management
representative of Crabtree, began seriously exploring the possibility of
combining the five Companies into a common holding company structure. The
strategic rationale of the proposed consolidations was to formalize the various
cost sharing and shared executive management arrangements already existent to
varying degrees among the different Companies in order to: (i) enhance
operational systems for the ultimate benefit of customer support; (ii) position
the Banks to pursue insurance premium financing as an additional specialized
earning asset niche designed to increase overall yield on assets; (iii) offer
First Premium a lower cost source of funds through the Banks' participation in
premium finance receivables; (iv) provide each of the Companies improved access
as a larger entity to more efficient sources of the additional capital that was
anticipated to be needed in the near future to fund further growth of the Banks
and of First Premium; and (v) potentially achieve greater liquidity for
shareholders through the possible creation of public market trading in their
shares.

By the end of January 1996, management had developed a proposed
transaction structure and an initial proposal regarding the basis for relative
valuations of the five Companies, as well as a sixth company, Wolfhoya, owned
by Howard Adams' family and Edward Wehmer, which Howard Adams and Mr. Wehmer
had formed for the purpose of organizing a fifth de novo bank. In early
February 1996, management assembled a team of legal, accounting and tax
advisors to begin evaluating the proposed transaction structure and to advise
the Companies generally regarding various aspects of the proposal. Over the
next approximately eight weeks, management met regularly with legal, tax and
accounting advisors to refine the terms of the proposed consolidation in order
to accomplish a tax-free reorganization to be accounted for as a
pooling-of-interests.

At a meeting of the Crabtree Board of Directors on February 27, 1996,
Howard Adams introduced to the Crabtree Board the possibility of combining
Crabtree with the other Companies. Prior thereto, during 1995, the Board of
Directors of Crabtree had discussed a variety of strategies in an effort to
determine the best means of maximizing shareholder value while providing
liquidity to those shareholders seeking to sell some or all of their shares of
Crabtree. The possibility of a merger or consolidation with one or more
entities had been previously considered, but potential merger partners had not
been identified. The Crabtree Board of Directors discussed the concept of the
proposed transaction at the February meeting, and considered the benefits of
such a strategy in comparison with other alternatives, such as an offering of
the shares of First Premium or a sale of First Premium. Based upon such
factors as the likely realization of shareholder value, the liquidity to be
afforded to the Crabtree investors, possible synergies between First Premium
and the Banks, and tax consequences, the Crabtree Directors voted unanimously
to authorize Mr. Adams to proceed with discussions concerning a possible
combination with the Banks. The Crabtree Board then met again on March 8,
1996, at which time Mr. Adams informed them that he had discussed the proposed
transaction with investment bankers who had indicated an interest in making a
market following the proposed transaction for shares to be offered by the
combined company. At the same meeting, Messrs. Wehmer and Dykstra answered
questions of the Crabtree Board concerning preliminary proposed relative
valuations and the structure of the proposed transaction as then contemplated.
On March 25, 1996, members of an investment banking firm addressed the Crabtree
Board of Directors concerning questions relating to an initial public offering
of securities, and answered questions such as whether the market is likely to
comprehend and appropriately value a business such as that of First Premium in
the absence of public companies with a similar business. At the March 25,
1996, Board meeting, the Crabtree Board also appointed two of its members, Tull

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<PAGE> 28

Monsees and Robert P. Knight, to serve as a special committee of the Board in
evaluating the proposed transaction. Neither Mr. Monsees nor Mr. Knight had
any interest directly or indirectly as a shareholder of any of the banking
entities.

Thereafter, at special meetings of the respective Boards of Directors
of each of the Companies, held for Crabtree on March 27, 1996, and for each of
the other Companies during the week of April 1, 1996, management formally
introduced the concept of the proposed Reorganization to each of the Boards,
outlining the perceived strategic benefits and potential business risks. As
part of its presentation, management reviewed its proposed exchange ratios
reflecting the relative valuations of the six companies arrived at by
management. Management explained to the Boards that the basis for the relative
valuations and the consideration proposed to be received by shareholders of
each of the Companies was initially determined by considering and analyzing a
wide variety of quantitative and qualitative factors. The basic underlying
concept of determining value was that of relative valuations of the Companies
as compared to each other, rather than attempting to determine the highest
value for each entity. To that end, management attempted to determine the
value of the combined entity and then allocated the total value among each of
the Companies on what management believed to be a fair basis. Management
reported that the bank holding companies had been valued principally using a
"net asset valuation" while Crabtree had been valued using an "earnings
multiple." Management indicated its view that the use of different valuation
techniques was appropriate due to the start-up nature of the banking entities
as well as the differences in the nature of the business of the Banks and First
Premium.

Because each of the Banks was started by Howard Adams and Edward
Wehmer using similar organizational structures, capitalization plans and
operational strategies, management also deemed a comparison of the relative
performance of banking entities against each other over time to be an
appropriate and fair method of evaluating the relative values of these
entities, and such comparison was a key component in determining value.
Relative contributions can be evaluated in a number of different manners;
however, management evaluated, among other things, (i) the relative asset,
loan, and deposit growth of each of the banking entities as a multiple of the
level of capital raised; (ii) the earnings history of each of the banking
entities as a multiple of the level of capital raised; (iii) the anticipated
growth of the respective Banks based upon potential additional market
penetration in existing communities; (iv) the anticipated growth of the
respective Banks based upon potential additional markets that could be served
by entering surrounding communities; (v) the value of other assets and
liabilities at the holding company level; (vi) the value of any tax net
operating losses of the banking entities; (vii) projected earnings levels over
time based on the current and anticipated balance sheet composition and lines
of business for each of the Banks; (viii) the number of options, rights, and/or
warrants outstanding and the related exercise prices at each of the Companies
to determine the possible dilutive effect thereof; and (ix) other intangible
considerations.

Having concluded that valuations based upon earnings multiples may not
be appropriate for the banking entities because of their start-up nature and
the lower earnings levels generally achieved by banking institutions during
their initial years of operations, management attempted to assimilate all of
the above factors and establish a value and evaluate such established value as
a multiple of the each respective banking entities' book value. Management
then reviewed the value as a multiple of book value on a relative basis for
each of the banking entities to assess the relative fairness of such multiples.
Management also reviewed the rate of return to the shareholders of each of the
respective banking entities based upon the proposed value of the stock and the
weighted average price of the shares outstanding since the inception of the
respective Company. Those returns were reviewed by management to assess
whether the relative returns of each of the respective banking entities seemed
fair.

The valuation of Crabtree was assessed by management in a more
traditional approach because Crabtree's primary subsidiary, First Premium, has
a more established record of operations than the other Companies. The primary
factors in the valuation of Crabtree were (i) the earnings history and
projected earnings of Crabtree multiplied by a range of earnings multiples of
specialty finance companies, particularly premium finance companies; (ii) the
anticipated growth of First Premium's loan volumes based upon potential
additional market penetration and product offerings; (iii) the value of other
assets and liabilities at the holding company level; (iv) the value of any tax
net operating losses of the Companies; (v) the number of options and warrants
outstanding and the related

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<PAGE> 29

exercise prices at each of the entities to determine the possible dilutive
effect thereof; and (vi) other intangible considerations.

Upon arriving at relative valuations for each of the Companies, the
sum of the number of outstanding common shares and shares subject to issuance
pursuant to options, warrants and rights was calculated in order to determine
the initial exchange ratios for each of the Companies on a fully-diluted basis.

Following management's presentation at these special Board meetings,
legal counsel reviewed with each of the Boards the fiduciary responsibilities
of the directors in considering a transaction such as that proposed where
certain members of management and the Board may be deemed to have conflicting
loyalties. Each of the Boards appointed a special committee of disinterested
directors to review, study and further evaluate the proposed transaction, to
meet with members of special committees of disinterested directors of the other
Companies to discuss more fully the terms of the proposed transaction, to
consider retaining common advisors with the other Companies, and to select a
financial advisor to assist in evaluating the fairness to Shareholders of the
proposed transaction from a financial point of view. The Special Committees
were comprised of the following disinterested directors: Messrs. Lemuel Tate
and John Schornack and Ms. Marguerite McKenna at North Shore; Messrs. Albin F.
Moschner and J. Christopher Reyes and Ms. Genevieve M. Plamondon at Lake
Forest; Messrs. James B. McCarthy and Peter Crist and Ms. Katharine V.
Sylvester at Hinsdale; Messrs. John N. Schaper and James E. Mahoney and Ms.
Jane R. Stein at Libertyville; and Messrs. Robert P. Knight and Tull Monsees at
Crabtree. Each Company also agreed at the special Board meetings to share
equally with the other Companies the expenses relating to pursuit of the
proposed transaction.

On April 5, 1996, the Special Committees of each of the Companies
convened jointly to review in greater detail with management the terms of the
proposed transaction and to establish a process for further discussions among
the Special Committees in order to ensure fair dealing in arriving at the terms
of any proposed transaction. Reserving the right to seek independent counsel
regarding the proposed transaction if deemed necessary by any Special
Committee, upon the recommendation of management the Special Committees
determined to engage jointly (i) Vedder, Price, Kaufman & Kammholz as the legal
advisor to the transaction with respect to certain corporate and securities
matters, (ii) KPMG Peat Marwick LLP ("KPMG"), to advise as to certain
accounting matters, and (iii) Blackman Kallick, to advise as to certain tax
matters. Also on the recommendation of management, each of the banking
Companies separately retained Meltzer, Purtill & Stelle as corporate and bank
regulatory counsel and Crabtree retained Rudnick & Wolfe as its corporate
counsel to advise on certain matters relating to the transaction. The Special
Committees also considered four written proposals received by management from
investment banking firms. After discussions with Messrs. Adams and Wehmer, the
Special Committees requested that representatives of Howe Barnes be invited to
make a presentation to the combined Special Committees regarding representing
each of the Companies on a combined basis in connection with delivery of
separate fairness opinions to each of the Companies regarding the proposed
exchange ratios. The determination by the Special Committees to jointly retain
one financial advisor was also subject to (i) the approval of the selected
financial advisor by the individual Board of Directors of each Company; (ii)
the satisfaction of each Special Committee of the methodology to be used by
such financial advisor; (iii) establishment by such financial advisor of
exchange ratios it believed to be fair in the event the proposed exchange
ratios were not found to be fair; and (iv) the willingness of the selected
financial advisor to meet separately with the Special Committee of the Board of
each Company.

Thereafter, at a meeting on April 12, 1996, following a presentation
by representatives of Howe Barnes, the Special Committees each engaged Howe
Barnes to evaluate management's proposed exchange ratios and to deliver a
separate opinion to each Company as to whether the proposed exchange ratios
were fair to their respective shareholders from a financial point of view. It
was further agreed that if Howe Barnes did not conclude that the proposed
exchange ratios were fair, they would advise the Special Committees as to
exchange ratios that they did consider to be fair to all parties. Subsequent
thereto, each Special Committee met separately with Howe Barnes, together with
or after consultation with the management team of their respective subsidiary,
to discuss with Howe Barnes those factors the directors considered important in
assessing the valuation of that Company relative to the other Companies, to
advise Howe Barnes of information they considered important, and to confirm
their satisfaction with the role to be played by Howe Barnes in connection with
the proposed transaction. At these meetings and in

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<PAGE> 30

subsequent discussions among various members of the Special Committees or with
senior management, certain of the directors challenged various assumptions and
methodologies used to arrive at the relative valuations proposed by management,
entered into discussions with senior management and representatives of Howe
Barnes seeking to negotiate more favorable valuations for their respective
institutions, and continued to evaluate the perceived benefits of a combined
organization from a strategic perspective.

At regularly scheduled board meetings during the week of April 16,
1996, each of the Special Committees made a report to the Board regarding the
status of its activities to date and the progress of evaluating the proposed
transaction, including various due diligence matters. At these meetings, each
of the Boards ratified the selection of advisors appointed by the Special
Committees.

The Special Committees met together on three subsequent occasions. On
April 23, 1996, additional developments and certain due diligence matters were
discussed, including a presentation by management of First Premium to overview
its premium finance business, followed by a facility tour. On May 7, 1996,
management advised the Special Committees that it had determined not to pursue
the acquisition of Wolfhoya at this time due to the fact that Wolfhoya was
still in the organizational phase and not yet operational and the attendant
difficulties in appropriately valuing Wolfhoya on a basis comparable to the
other Companies. Legal counsel then reviewed with the members of the Special
Committees the provisions of the proposed form of the Reorganization Agreement,
including the proposed Articles and By- Laws of Wintrust, and representatives
of Howe Barnes reviewed and discussed the terms of the Reorganization and Howe
Barnes' analysis of the proposed transaction, including the exchange ratios and
implied valuations proposed by management. The Howe Barnes representatives
informed the directors that it had performed financial analyses of the
Companies which included a review of financial information and forecasts,
relevant due diligence documents, and the proposed Reorganization Agreement as
described more fully below in "Opinions of Howe Barnes Investments, Inc." As a
result of its analyses, Howe Barnes reported that it was recommending that the
proposed valuations for Libertyville and Crabtree be increased. Howe Barnes
concluded its presentation indicating that based upon its analysis of the
Reorganization, it was prepared to issue written Fairness Opinions that the
Exchange Ratios (as adjusted) were fair from a financial point of view. Upon
conclusion of the presentation, the Howe Barnes' representatives responded to
numerous questions raised by the directors.

After several days involvingfurther discussions among members of the
separate Special Committees and management, the committees jointly reconvened
on May 10, 1996, to consider the definitive proposal regarding the
Reorganization including the Exchange Ratios. At the conclusion of this
meeting, each of the Special Committees indicated its intention to recommend
approval of the Reorganization, including without limitation, the
Reorganization Agreement, the Exchange Ratios, the proposed officers and
directors of Wintrust and the Articles and By- laws of Wintrust, to its
respective Board of Directors.

Special meetings of the Boards of Directors of each of the Companies
were held during the week of May 13, 1996. At each of these meetings,
management reviewed with the Board the strategic rationale for the proposed
Reorganization, legal counsel reviewed the terms of the definitive
Reorganization Agreement, including the Articles and By-Laws of Wintrust, and
representatives of Howe Barnes reviewed with the Board its analysis of the
Reorganization, including the Exchange Ratios, and delivered their oral
fairness opinions that the Exchange Ratios were fair from a financial point of
view to the full boards. In each case, the Board of Directors reviewed and
discussed with Howe Barnes its analysis and assumptions including Howe Barnes'
assessment and review of management's financial information and projections,
and found such analysis and assumptions to be complete and reasonable. At each
meeting, following separate discussion among the disinterested directors of
such Board, the disinterested directors of each Company approved the
Reorganization Agreement and, after reconvening the full board, the full board
of each Company approved the Reorganization Agreement, subject to requisite
shareholder approval.

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REASONS FOR THE REORGANIZATION AND RECOMMENDATIONS OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF EACH COMPANY BELIEVES THAT THE
REORGANIZATION IS FAIR TO, AND IN THE BEST INTERESTS OF, THE RESPECTIVE COMPANY
AND ITS SHAREHOLDERS. THE BOARD OF DIRECTORS OF EACH COMPANY, INCLUDING THE
DISINTERESTED DIRECTORS THEREOF VOTING SEPARATELY, HAVE APPROVED THE
REORGANIZATION AND EACH BOARD UNANIMOUSLY RECOMMENDS TO ITS SHAREHOLDERS TO
VOTE "FOR" APPROVAL AND ADOPTION OF THE REORGANIZATION AGREEMENT.

The Special Committees and the Boards of Directors of the Companies,
with the assistance of outside financial and legal advisors, have evaluated the
financial, legal and market conditions bearing on the decision to recommend the
Reorganization. The terms of the Reorganization, including the Exchange
Ratios, were initially proposed by the shared senior management team of the
Companies. The final terms of the Reorganization Agreement reflect ensuing
discussions among the Special Committees appointed by the Boards of each of the
Companies, management and the Companies' financial advisor.

In reaching its conclusion to approve the Reorganization Agreement and
the transactions contemplated thereby, each Board consulted with its respective
management team, as well as its financial and legal advisors, and considered,
among other factors, the following:

(i) each Company's business, financial condition, results
of operations, management and prospects as a stand alone institution,
including but not limited to its potential growth, development,
productivity, profitability, and the business risks associated
therewith, and the potential strategic benefits of combining with the
other Companies;

(ii) the current and prospective environment in which the
Companies operate, including national and local economic conditions,
the competitive environment for financial institutions generally, the
increased regulatory burden on financial institutions generally and
the trend towards consolidation in the financial services industry,
particularly in the Chicago market area;

(iii) information concerning the business, operations,
asset quality and prospects of the Companies on a combined basis,
including the increased ability of the combined entity to (a) compete
more effectively and weather future unforeseen financial difficulties,
(b) provide enhanced prospects for earlier dividends for shareholders
of the Company, (c) provide shareholders with long term growth
potential and liquidity through publicly registered shares, (d)
provide capacity for a more efficient capital structure, and (e)
provide access to more efficient sources of capital to finance future
growth;

(iv) the desirability of retaining access to the existing
common senior management teams that have provided each Company a level
of management, marketing and financial expertise beyond that which the
respective Companies could have otherwise afforded to hire, and the
operational compatibility of the respective business and management
philosophies of the Companies, all of which are committed to
prioritizing localized decisionmaking in order to deliver quality
product and achieve a highly responsive level of personalized customer
service;

(v) the fact that the Companies need additional funds to
support further growth in profitability and the opinion of senior
management that a combined organization would enable the Companies to
raise additional capital more efficiently and on more favorable terms
than any of the Companies could likely achieve on a stand-alone basis
as indicated by improved terms on a proposed replacement line of
credit consolidated at the Wintrust level;

(vi) the belief of the Boards of Directors that the terms
of the Reorganization Agreement are attractive in that they would
allow shareholders of the Companies the opportunity to receive a more
liquid investment in the form of Wintrust Common Stock, while
permitting the shareholders to defer any tax

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<PAGE> 32

liability associated with any gain in the value of their investment
greater than the amount of cash and warrants received and to become
shareholders Wintrust;

(vii) the receipt of an opinion of Howe Barnes that the
Exchange Ratios are fair to the holders of Common Stock of each of the
Companies from a financial point of view;

(viii) the conclusion of its Special Committee, after
careful study and evaluation, that the Reorganization is fair to its
shareholders and the Special Committee's recommendation to approve the
Reorganization;

(ix) the review by each Board of Directors with its legal
and financial advisors of the provisions of the Reorganization
Agreement, including the conditions to consummation thereof requiring,
among other things, that there be no material adverse changes prior to
consummation of the Reorganization and that all outstanding warrants
to purchase shares of the Companies or subsidiaries of the Companies
be exchanged for Wintrust Common Stock and/or Wintrust Warrants;

(x) the enhanced ability of the combined entity to
develop additional profitable earning asset niches that might not be
feasible to pursue on a stand-alone basis;

(xi) the alternative strategic courses available to the
Company, including remaining independent and undertaking other
potential capital raising alternatives which could be more costly to
the Company.

In reaching their determination to approve the Reorganization
Agreement, the Boards did not assign any relative or specific weights to the
foregoing factors, and individual directors may have given different weights to
different factors. The importance of these factors relative to one another
cannot be precisely determined or stated herein and there can be no assurance
that the expected results or benefits of the proposed Reorganization will
actually occur. Although there can be no assurance, the Boards of Directors
believe that the Reorganization will provide shareholders with increased value
and liquidity for their stock and will provide their communities and customers
with expanded services and products.

The Board of Directors of each Company unanimously recommend that the
shareholders of the respective Company vote "FOR" approval and adoption of the
Reorganization Agreement.

OPINIONS OF HOWE BARNES INVESTMENTS, INC.

At separate meetings of the Boards of Directors of: Crabtree on May
13, 1996; North Shore and Hinsdale on May 14, 1996; and Lake Forest and
Libertyville on May 15, 1996, at which the terms of the proposed Reorganization
were discussed and considered, Howe Barnes rendered oral opinions to the Board
of Directors for each of the Companies that, as of the date of such meetings,
the Exchange Ratios are fair, from a financial point of view, to the holders of
Common Stock for each of the Companies. Howe Barnes has confirmed its oral
opinions by delivery of a written opinion to the Board of Directors of each of
the Companies dated the date of this Proxy Statement stating that, as of the
date hereof and based on the matters set forth in such opinion, the Exchange
Ratios are fair, from a financial point of view, to the holders of common stock
for each of the Companies.

THE FULL TEXT OF HOWE BARNES' OPINIONS DATED THE DATE HEREOF, WHICH
SET FORTH ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED, AND LIMITS
ON THE REVIEW UNDERTAKEN BY HOWE BARNES, ARE ATTACHED AS APPENDIX B AND ARE
INCORPORATED HEREIN BY REFERENCE. THE DESCRIPTION OF THE HOWE BARNES OPINIONS
SET FORTH IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO THE FULL TEXT OF SUCH OPINIONS. SHAREHOLDERS ARE URGED TO READ
THE APPLICABLE HOWE BARNES OPINION IN ITS ENTIRETY.

Each Howe Barnes opinion as expressed herein is limited to the
fairness, from a financial point of view, of the Exchange Ratios to the holders
of the Companies' Common Stock and does not address the Companies'

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<PAGE> 33
underlying business decisions to proceed with the Reorganization. Howe Barnes
has been retained on behalf of the Board of Directors of each of the Companies,
and its opinion does not constitute a recommendation to any holder of any of
the Companies' Common Stock as to how such holder should vote with respect to
the Reorganization Agreement at any meeting of holders of the Companies' Common
Stock.

Howe Barnes, as part of its investment banking business, is regularly
engaged in the valuation of banks and bank holding companies, thrifts and
thrift holding companies, and various other financial services companies, in
connection with mergers and acquisitions, initial and secondary offerings of
securities, and valuations for other purposes. The Board of Directors for each
of the Companies selected Howe Barnes on the basis of its familiarity with the
financial services industry, its qualifications, ability, previous experience,
and its reputation with respect to such matters.

For purposes of its opinions dated the date hereof and in connection
with its review of the proposed transaction, Howe Barnes, among other things:
(i) reviewed each of the Companies' audited financial statements and related
financial information for the two fiscal years ended December 31, 1995 (where
available), unaudited financial information for the three months ended March
31, 1996, as well as other internally generated reports relating to
asset/liability management, asset quality, and so forth; (ii) reviewed and
analyzed certain other information bearing upon the financial and operating
condition of each of the Companies, including internal control reports and
correspondence with regulatory agencies, and materials prepared in connection
with the proposed transaction relating to management's preliminary valuations
and proposed exchange ratios; (iii) conducted discussions with members of the
senior management of each of the Companies concerning the financial condition,
businesses, assets, earnings, and prospects of each, and such senior
management's views as to the future financial performance of each; (iv)
reviewed certain financial forecasts and projections of the Companies as
prepared by the management of each; (v) reviewed the offering document and
private placement memorandum for each of the Companies (where applicable) used
in connection with the capitalization of each; (vi) reviewed the recent stock
prices and historical trading activity for the shares of each of the Companies;
(vii) reviewed the Reorganization Agreement and all of the related agreements;
and (viii) reviewed such other financial studies and analyses and performed
such other investigations and took into account such other matters as it deemed
necessary.

Howe Barnes has assumed and relied, without independent verification,
upon the accuracy and completeness of all of the financial and other
information supplied to it by each of the Companies for the purposes of the
opinions. Howe Barnes has also assumed and relied upon the senior management
of each of the Companies as to the reasonableness and achievability of the
financial and operating forecasts (and the assumptions and bases therefor)
provided to it. In that regard, Howe Barnes has assumed that such forecasts
reflect the best currently available estimates and judgment of management and
that such forecasts will be realized in the amounts and in the time periods
currently estimated by the management of each of the Companies. Howe Barnes is
not an expert in the evaluation of allowances for loan losses, and has not made
an independent evaluation of the adequacy of the allowance for loan losses of
any of the Companies, nor has Howe Barnes reviewed any individual loan credit
files and has assumed that the aggregate allowance for loan losses for each of
the Companies is adequate to cover such losses. In addition, Howe Barnes has
not made an independent evaluation or appraisal of the assets and liabilities
of each of the Companies or any of their subsidiaries, nor was Howe Barnes
furnished with any such evaluation or appraisal. Its opinion is necessarily
based on economic, market, and other conditions as in effect on, and the
information made available to it as of, the date of its opinion.

The following is a brief summary of the analysis presented by Howe
Barnes to the Board of Directors of each of the Companies in connection with
Howe Barnes' opinion.

Comparison of Performance. Howe Barnes analyzed the historical
operating results of each of the Companies for 1994 and 1995, including the
balance sheet and income statement, asset quality, current asset/liability
sensitivity, and operating budgets. Because of the limited operating history
for each of the Companies, Howe Barnes also reviewed and analyzed the projected
future performance for each of the Companies through 1999. The projections
reviewed by Howe Barnes were prepared by the managements of each of the
Companies. None of the Companies publicly discloses internal management
projections of the type provided to Howe Barnes in connection

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<PAGE> 34

with its review of the Reorganization. Such projections were not prepared
with a view toward public disclosure. The projections were based on numerous
variables and assumptions which are inherently uncertain, including, without
limitation, factors related to general economic and competitive conditions.
Accordingly, actual results could vary significantly from those set forth in
such projections.

Howe Barnes'analysis showed, among other things, that from December
31, 1994 to December 31, 1995, Lake Forest's assets grew 36.8 percent to $197
million from $144 million, while Lake Forest's net income grew 99.8 percent to
$1.015 million from $508,000 for the same period. From 1994 to 1995,
Hinsdale's assets grew 74.2 percent to $116 million from $67 million, while net
income grew to $420,000 in 1995 from a net loss of $893,000 for 1994. From
1994 to 1995, North Shore's assets grew 132.8 percent to $105 million from $45
million, while North Shore had net losses of $862,000 and $896,000 for 1995 and
1994, respectively. For 1995, Libertyville had total assets of $37 million and
a net loss of $958,000. From 1994 to 1995, Crabtree's assets grew 11.6 percent
to $18.8 million from $16.9 million, while net income grew to $1.882 million
from a net loss of $955,000.

Discounted Cash Flow Analysis. Using discounted cash flow analysis,
Howe Barnes estimated the future dividend streams that each of the Companies
could produce over the period from January 1, 1996 through December 31, 1999,
assuming a minimum required equity level of 5.5 percent of total assets, if
each of the Companies performed in accordance with forecasts based on the
management's estimates for each of the Companies. Howe Barnes also estimated
the net income capitalization rate for each of the Companies as of December 31,
1999 ranging from 9.0 percent to 10.0 percent. The dividend streams and
terminal value were discounted to present values as of December 31, 1995 using
discount rates ranging from 13.0 percent to 14.0 percent, which reflect
different assumptions regarding the required rate of return of holders and
prospective buyers of common stock. Howe Barnes' indicated theoretical values
for Lake Forest, based on four-year projections of return on average assets
ranging between 0.70 percent and 1.40 percent and asset growth rates ranging
between 14.0 percent and 27.0 percent, indicated a range between $138.89 per
share and $159.68 per share. Howe Barnes' indicated theoretical values for
Hinsdale, based on four-year projections of return on average assets ranging
between 0.70 percent and 1.50 percent and asset growth rates ranging between
22.0 percent and 34.0 percent, indicated a range between $88.00 per share and
$100.92 per share. Howe Barnes' indicated theoretical values for North Shore,
based on four-year projections of return on average assets ranging between 0.30
percent and 1.40 percent and asset growth rates ranging between 15.0 percent
and 70.0 percent, indicated a range between $70.41 per share and $80.86 per
share. Howe Barnes' indicated theoretical values for Libertyville, based on
four-year projections of return on average assets ranging between (0.10)
percent and 1.40 percent and asset growth rates ranging between 22.0 percent
and 150.0 percent, indicated a range between $55.66 per share and $64.00 per
share. Howe Barnes' indicated theoretical values for Crabtree, based on
four-year projections of net income ranging between $1.0 million and $4.6
million and asset growth rates ranging between 24.0 percent and 38.0 percent,
indicated a range between $16.81 per share and $19.28 per share.

Relative Contribution Analysis. In performing a relative contribution
analysis, Howe Barnes analyzed the contribution of each of the Companies to the
income statement and balance sheet of the consolidated entity on a pro forma
basis. The balance sheet and income statement items analyzed included, among
other things, the relative contribution to the consolidated entity of each of
the Companies of preliminary unaudited total equity as of March 31, 1996, 1995
net income, and projected net income through 1999. The proposed dollar values
for each of the Companies expressed as a percentage of the total combined pro
forma value were 24.3 percent, 18.9 percent, 18.4 percent, 13.4 percent, and
25.0 percent for Lake Forest, Hinsdale, North Shore, Libertyville, and
Crabtree, respectively.

The relative contribution analysis showed, among other things, that,
as of March 31, 1996, Lake Forest, Hinsdale, North Shore, Libertyville, and
Crabtree would have contributed 25.0 percent, 22.1 percent, 25.7 percent, 21.2
percent, and 6.0 percent of total shareholders' equity, respectively.

Given the limited operating history of several of the Companies as
well as the projected growth potential and future prospects for each, Howe
Barnes considered not only the current level of net income contribution but

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<PAGE> 35

also the future projected net income contribution for each of the Companies.
Projected net income for each of the Companies was based on estimates of the
respective managements of the Companies. The relative contribution analysis
also showed, among other things, that Lake Forest, Hinsdale, North Shore,
Libertyville, and Crabtree would have contributed 67.8 percent, 28.1 percent,
(57.6) percent, (64.0) percent, and 125.7 percent of net income as of December
31, 1995, and 24.8 percent, 19.2 percent, 20.3 percent, 14.2 percent, and 21.6
percent of projected net income (exclusive of any cost savings and revenue
enhancements resulting from the Reorganization) as of December 31, 1999,
respectively.

The foregoing is a summary of the material financial analyses
performed by Howe Barnes, but does not purport to be a complete description of
the analyses performed by Howe Barnes. The preparation of a fairness opinion
is a complex process and is not necessarily susceptible to partial analysis or
summary description. Selecting portions of the analyses or of the summary set
forth above, without considering the analyses as a whole, could create an
incomplete view of the processes underlying Howe Barnes' opinion. The ranges
of valuations resulting from any particular analysis described above should not
be taken to be Howe Barnes' view of the actual value of the Companies.

Howe Barnes examined the history of trading prices and volume for
Common Stock of the Companies and found the trading history to be limited in
most cases, and nonexistent in others. None of the Companies trade on any
organized exchange and no active market for the Common Stock of any of the
Companies has developed. As a result, the stock trading history of the
Companies was not deemed by Howe Barnes to be useful in rendering its fairness
opinion. Howe Barnes also attempted to conduct a comparable transaction
analysis by compiling financial data from comparable merger transactions.
Given the unique aspects of this transaction, including the simultaneous merger
of five operating companies, the limited operating history of certain of the
Companies, and the differing asset sizes, profitability levels, and business
lines of the Companies, the usefulness of this valuation technique is
diminished. In Howe Barnes' opinion, a material number of comparable
transactions could not be compiled which would sufficiently reflect the facts
of this transaction. In arriving at its fairness determination, Howe Barnes
considered the results of all such analyses some of which are not mathematical,
but rather involve complex considerations and judgments concerning differences
in operating and financial characteristics including, among other things,
differences in revenue composition and earnings performance among the
Companies. Reorganization transactions involve unique non-financial issues
that must be negotiated in a fair and equitable manner. Although they are
difficult to quantify, these non-financial issues could influence the
appropriateness of the Exchange Ratios. These issues include, among other
things, the name of the surviving corporation, location of headquarters, board
of directors composition, management structure, and respective ownership by
each Company's shareholders in the surviving corporation. Representatives of
the Companies were responsible for the negotiation of these non-financial
issues, and as such, Howe Barnes has assumed that these factors did not
influence the Exchange Ratios.

In performing its analyses, Howe Barnes made numerous assumptions with
respect to industry performance, business and economic conditions and other
matters, many of which are beyond the control of the Companies. The analyses
performed by Howe Barnes are not necessarily indicative of actual values of
future results, which may be significantly more or less favorable than
suggested by such analyses. Additionally, analyses relating to the values of
assets and liabilities do not purport to be appraisals or to reflect the prices
at which such assets and liabilities actually may be sold or transferred to
another party.

Pursuant to the terms of a letter agreement dated April 8, 1996, and
accepted by each of the Companies on April 23, 1996, each of the Companies
agreed jointly to pay Howe Barnes an aggregate fee of $120,000 for rendering
its opinions. In addition, the Companies have each agreed to indemnify Howe
Barnes against certain liabilities arising out of its engagement, including
liabilities under the federal securities laws.

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<PAGE> 36
TERMS OF THE REORGANIZATION

The following description of the Reorganization is qualified in its
entirety by reference to the Amended and Restated Agreement and Plan of
Reorganization and Amended Plan of Merger (collectively, the "Reorganization
Agreement"), which is attached hereto as Appendix A to this Joint Proxy
Statement/Prospectus and is incorporated herein by reference. ALL SHAREHOLDERS
ARE ENCOURAGED TO READ THE REORGANIZATION AGREEMENT IN ITS ENTIRETY.

GENERAL

On the Effective Date, subject to the terms and conditions of the
Reorganization Agreement, LFBII will merge with and into Lake Forest, HBII will
merge with and into Hinsdale, LBII will merge with and into Libertyville, and
Crabtree II will merge with and into Crabtree, with Lake Forest, Hinsdale,
Libertyville and Crabtree to be surviving corporations which will continue to
exist as wholly-owned, mid-tier holding company subsidiaries of Wintrust
(formerly North Shore, the name of which will be changed at the Effective Date
pursuant to the Reorganization). As part of, and simultaneous with the
Effective Date of, the Reorganization, the Articles of Incorporation and
By-Laws of North Shore will be amended and restated pursuant to the terms of
the Reorganization Agreement, and will govern Wintrust until amended or
repealed in accordance with applicable law. The respective Articles of
Incorporation or Certificate of Incorporation, as the case may be, and by-laws
of each of Lake Forest, Hinsdale, Libertyville and Crabtree in effect at the
Effective Date will govern that surviving corporation until amended or repealed
in accordance with applicable law. The separate corporate existences of the
Banks and First Premium will be unaffected by the Reorganization and will
continue to be operated by their current management teams. See "Operational
Philosophy" under "WINTRUST FINANCIAL CORPORATION."

EXCHANGE RATIOS

In the Reorganization, each share of North Shore Common Stock, Lake
Forest Common Stock, Hinsdale Common Stock, Libertyville Common Stock and
Crabtree Common Stock which is issued and outstanding immediately prior to the
Effective Date, other than dissenting shares, shall be converted into and
represent the right to receive shares of Wintrust Common Stock (the "Wintrust
Shares") on the basis of the Exchange Ratios set forth in the table below.

The following table sets forth, based on the shares of Common Stock of
each of the Companies issued and outstanding as of June 30, 1996, and assuming
conversion to Common Stock of all preferred shares in accordance with the terms
thereof, (i) respective Exchange Ratios, (ii) the aggregate number of shares of
Wintrust Common Stock to be issued in exchange for the shares of Common Stock
and warrants, if any, of each Company, and (iii) the resulting percentage
ownership of Wintrust shares to be held by the shareholders of each Company.

<TABLE>
<CAPTION>
PRO FORMA
WINTRUST % OF
COMMON STOCK TOTAL
ISSUABLE IN WINTRUST
EXCHANGE RATIO EXCHANGE(1) SHARES(1)(2)
-------------- --------------- ------------
<S> <C> <C> <C>
North Shore . . . . . . 5.16180 1,201,090(4) 18.4%
Lake Forest . . . . . . 9.67334 1,580,237 24.3%
Hinsdale . . . . . . . 6.03398 1,229,681(4) 18.9%
Libertyville . . . . . 4.02578 873,722(4) 13.4%
Crabtree . . . . . . . 1.18332 1,624,890(3) 25.0%
</TABLE>

- ------------------
(1) As of June 30, 1996, assuming full conversion of preferred shares in
accordance with their respective terms and giving effect to cancellation
of all intercompany holdings of Common Stock as provided in the
Reorganization Agreement.

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<PAGE> 37

(2) Assumes no exercise prior to the Reorganization of outstanding warrants,
right and options to purchase shares of Common Stock of the various
Companies. Does give effect to the contribution of warrants outstanding
as of June 30, 1996, in exchange for a combination of Wintrust Common
Stock and Wintrust Warrants as addressed in footnotes (3) and (4) below.

(3) Gives effect to the anticipated election by the holders of First Premium
warrants to receive at the Effective Date as part of the exchange for
such warrants 411,673 shares of Wintrust Common Stock in accordance with
the terms of the Reorganization Agreement, and to receive as part of such
exchange warrants to acquire 36,067 shares of Wintrust Common Stock,
which additional shares are not reflected above.

(4) Reflects the issuance of 9,142 shares, 33,173 shares, and 24,882 shares
of Wintrust Common Stock as part of the exchange for the warrants of
North Shore, Hinsdale and Libertyville, respectively, outstanding as of
June 30, 1996, as contemplated by the Reorganization Agreement. Does not
reflect the additional 16,667 shares, 27,167 shares and 58,693 shares of
Wintrust Common Stock to be subject to Wintrust Warrants also to be
issued in exchange for the outstanding warrants of North Shore, Hinsdale
and Libertyville, respectively.

Each share of LFBII, HBII, LBII and Crabtree II Common Stock which is
issued and outstanding immediately prior to the Effective Date shall be
converted into the right to receive one share of either Lake Forest Common
Stock, Hinsdale Common Stock, Libertyville Common Stock or Crabtree Common
Stock, as the case may be.

The Reorganization Agreement provides that any shares of Preferred
Stock of Lake Forest, Hinsdale, Libertyville and Crabtree which are issued and
outstanding as of the Effective Date will be cancelled, it being contemplated
that all such Shares would have been previously converted to Common Stock in
accordance with provisions of the Reorganization Agreement. As of the date
hereof, there was no Preferred Stock remaining outstanding.

COMMON STOCK WARRANTS

There are outstanding certain Warrants to purchase shares of the North
Shore Common Stock, Hinsdale Common Stock and Libertyville Common Stock (the
"Common Stock Warrants") which, as of June 30, 1996, entitled the holders
thereof to purchase an aggregate of 5,000 shares of North Shore Common Stock,
10,000 shares of Hinsdale Common Stock and 20,760 shares of Libertyville Common
Stock, respectively. The Reorganization Agreement requires that, in connection
with and as part of the Reorganization, all of the Common Stock Warrants which
are outstanding immediately prior to the Effective Date be contributed as
property by the holders thereof to Wintrust in exchange for a combination of
Wintrust Common Stock and warrants to purchase Wintrust Common Stock at an
exercise price of $15.00 per share (the "Wintrust Warrants"). Amendment of the
Common Stock Warrant agreements to provide for such exchange is a condition to
consummation of the Reorganization. As a result of such exchange, (i) the
total number of shares of Wintrust Common Stock plus the shares subject to
Wintrust Warrants received by any warrant holder shall equal the product of the
number of Shares subject to such holder's outstanding warrants contributed to
Wintrust in the Reorganization multiplied by the applicable Exchange Ratio; and
(ii) the aggregate exercise price of the Wintrust Warrants received in exchange
for such warrants shall be equal to the aggregate exercise price of the
warrants contributed. The exercise period of the Wintrust Warrants issued in
exchange shall be equal to the remaining term of the Warrants contributed.
Like the Common Stock Warrants, the Wintrust Warrants will be transferable by
the holders. Nothing in the Reorganization Agreement prevents exercise of the
Common Stock Warrants (upon payment of the exercise price) prior to the
Effective Date; if exercised, the Shares so acquired will be converted at the
Effective Date into Wintrust Common Stock pursuant to the applicable Exchange
Ratio. Assuming no exercise prior to the Reorganization of the Common Stock
Warrants outstanding as of June 30, 1996, upon contribution to Wintrust of the
Common Stock Warrants there would be issuable in exchange an aggregate of
67,197 shares of Wintrust Common Stock plus Wintrust Warrants representing the
right to acquire an additional 102,527 shares.

There are currently outstanding warrants to purchase 6,493 shares of
First Premium (the "First Premium Warrants") and the holders thereof have
certain registration rights and put options under agreements entered into

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<PAGE> 38

with First Premium at the time of issuance of the First Premium Warrants. The
Reorganization Agreement requires that, at or prior to the Effective Date, and
in any event prior to the exercise or put of such warrants, the First Premium
Warrants be amended so as to require the holders thereof to contribute all of
the First Premium Warrants as property to Wintrust, in connection with and as
part of the Reorganization, in exchange for Wintrust Common Stock and/or
Wintrust Warrants representing an aggregate of 447,740 shares of Wintrust
Common Stock to be issued in exchange and/or subject to Wintrust Warrants
issued in exchange therefor. Pursuant to the terms of the Reorganization
Agreement, the holders of First Premium Warrants can elect to receive in
exchange either (a) warrants providing the holders thereof the right to acquire
an aggregate of 447,740 shares of Wintrust Common Stock in lieu of shares of
First Premium on terms appropriately adjusted so as to be comparable to the
terms of such holders' respective First Premium Warrants, (b) an aggregate
number of shares of Wintrust Common Stock equal to the number of First Premium
shares subject to the First Premium Warrants multiplied by 68.95732, provided,
however, that the holders also contribute to Wintrust together with the First
Premium Warrants an amount of cash equal to the aggregate exercise price of
such First Premium Warrants; or (c) a combination of Wintrust Common Stock and
Warrants to purchase Wintrust Common Stock with an exercise period equal to the
remaining exercise period of the First Premium Warrants contributed and at the
purchase price of $15.00 per share such that the total number of such shares of
Wintrust Common Stock issued in exchange and subject to such Wintrust Warrants
issued in exchange shall equal 447,740. Wintrust has not agreed to provide as
part of the Reorganization any registration rights or put rights related to the
Wintrust Common Stock or Wintrust Warrants to be issued in exchange for the
First Premium Warrants.

Under the terms of the existing put agreements, the holders of the
First Premium Warrants have the option to sell their warrants, or the shares of
First Premium Common Stock acquired upon exercise of the warrants, to First
Premium at a price equal to market value as determined at the time of exercise
of the put option. If the put option is exercised prior to the Reorganization,
the amount payable pursuant thereto will accrue interest at a minimum rate of
15% per annum until paid. In light of the pending Reorganization, it is
anticipated that such put rights will not be exercised prior to the Effective
Date, and it is a condition to the obligation of each of the Companies to
consummate the Reorganization that all of the First Premium Warrants be
exchanged in accordance with the terms of the Reorganization Agreement.
However, in the event that holders of any of the First Premium Warrants do
exercise their put rights, the Board of Directors of each of the respective
Companies could, without additional shareholder approval, waive the condition
precedent and proceed to consummate the Reorganization if they conclude waiver
of the condition is in the best interests of their respective shareholders.
The Boards of Directors will not consider waiver of the condition relating to
the exchange of First Premium Warrants unless Howe Barnes has reconfirmed its
opinion that the Exchange Ratios are fair to its respective shareholders from a
financial point of view, taking into consideration any obligations relating to
the put of the First Premium Warrants. It is estimated that if all of the
First Premium Warrants were to be put back to First Premium prior to the
Effective Date, the maximum repurchase price would not exceed $5.6 million and
management believes that Wintrust would be able to obtain financing to fund
such payments. See "Additional Capital Needs" under "RISK FACTORS AND CERTAIN
OTHER CONSIDERATIONS."

OPTIONS/RIGHTS

Options/rights (each an "Option" and collectively, the "Options") to
purchase shares of North Shore Common Stock, Lake Forest Common Stock, Hinsdale
Common Stock, Libertyville Common Stock, Crabtree Common Stock, First Premium
Common Stock and Common Stock of The Credit Life Companies, Inc., a Delaware
corporation and wholly-owned subsidiary of Crabtree ("Credit Life"), are
outstanding under several different stock option/rights plans and agreements.
Options to purchase 64,076 shares of North Shore Common Stock, 36,502 shares
Lake Forest Common Stock, 31,455 shares of Hinsdale Common Stock, 22,550 shares
of Libertyville Common Stock, 43,725 shares of Crabtree Common Stock, 1,783
shares of First Premium Common Stock and 74.7 shares of Credit Life Common
Stock were issued and outstanding as of June 30, 1996. Upon consummation of
the Reorganization, each Option, other than the First Premium and Credit Life
Options, that is validly issued and outstanding immediately prior to the
Effective Date will automatically become an option to purchase the number of
shares of Wintrust Common Stock (a "Wintrust Stock Option") determined by
multiplying the number of shares of North Shore Common Stock, Lake Forest
Common Stock, Hinsdale Common Stock, Libertyville Common Stock

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<PAGE> 39
and Crabtree Common Stock subject to the Options by the respective Exchange
Ratio. At or prior to consummation of the Reorganization, the Options to
purchase shares of First Premium Common Stock or Credit Life Common Stock which
are validly issued and outstanding immediately prior to the Effective Date will
be amended so as to convert into the right to purchase an aggregate of 133,963
shares of Wintrust Common Stock.

Based on the Options outstanding as of June 30, 1996, giving effect to
the Reorganization there would be outstanding as of the Effective Date Wintrust
Stock Options to purchase an aggregate of 1,150,127 shares of Wintrust Common
Stock. Of the shares to be subject to such Wintrust Stock Options, 330,747
shares relate to Options granted by North Shore and will have adjusted per
share exercise prices ranging from $7.75 to $14.53; 353,096 shares relate to
Lake Forest Options with adjusted exercise prices from $6.31 to $11.37; 189,799
shares relate to Hinsdale Options with adjusted exercise prices from $8.29 to
$14.09; 90,781 shares relate to Libertyville Options with adjusted exercise
prices of $12.42; and 185,704 shares relate to Options granted by Crabtree or
its subsidiaries with exercise prices ranging from $5.80 to $21.13.

CLOSING DATE OF THE REORGANIZATION

The closing of the Reorganization (the "Closing") will take place on a
date mutually agreed upon by the parties to the Reorganization Agreement as
soon as practicable following satisfaction of the conditions precedent to the
Reorganization. See "Conditions to the Reorganization" under "TERMS OF THE
REORGANIZATION." The parties shall execute, acknowledge and file, in
accordance with the governing corporate law, a certificate of merger or
articles of merger, as the case may be, upon satisfaction of all conditions
precedent to the consummation of the Reorganization contemplated by the
Reorganization Agreement. The date and time on which the Reorganization
becomes effective is referred to herein as the "Effective Date."

SURRENDER OF CERTIFICATES

As soon as practicable after the Effective Date, Wintrust will mail to
each holder of record of Common Stock of each of North Shore, Lake Forest,
Hinsdale, Libertyville and Crabtree a letter of transmittal and instructions
for use in effectuating the surrender of such holder's North Shore, Lake
Forest, Hinsdale, Libertyville and Crabtree Common Stock certificates (the
"Certificates").

SHAREHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES UNTIL THEY
RECEIVE THE LETTER OF TRANSMITTAL AND INSTRUCTIONS FROM WINTRUST.

Upon surrender to Wintrust of one or more Certificates representing
all of the Shares held of record by such holder in any of North Shore, Lake
Forest, Hinsdale, Libertyville and Crabtree, together with a properly completed
letter of transmittal, Wintrust will cause to be issued and mailed to such
holder certificates representing the shares of Wintrust Common Stock to be
exchanged therefor, plus the amount of cash which the holder is entitled to
receive in lieu of fractional shares pursuant to the Reorganization Agreement.
The surrendered certificates of North Shore, Lake Forest, Hinsdale,
Libertyville and Crabtree Common Stock will thereupon be cancelled. No
fractional shares of Wintrust Common Stock will be issued in exchange for
shares of North Shore, Lake Forest, Hinsdale, Libertyville and Crabtree Common
Stock and holders thereof will receive cash, without interest, in lieu thereof
in an amount equal to $15.00 multiplied by the fractional amount remaining,
after aggregating all of the Wintrust Common Stock to be issued in exchange for
all Shares of the Companies held of record by such shareholder. A Wintrust
Common Stock certificate may be issued in a name other than the name in which
the surrendered Certificate(s) is registered only if a certificate representing
such North Shore, Lake Forest, Hinsdale, Libertyville and Crabtree Common Stock
is presented to Wintrust, accompanied by all documents required to evidence and
effect a transfer to the new name and by evidence that any applicable stock
transfer taxes have been paid.

No dividends or other distributions declared after the Effective Date
with respect to Wintrust Common Stock shall be paid to the holder of any
unsurrendered certificate of North Shore, Lake Forest, Hinsdale, Libertyville
and Crabtree Common Stock (with respect to the right to receive any Wintrust
Common Stock

27
<PAGE> 40

represented thereby) until such holder of record shall have surrendered such
North Shore, Lake Forest, Hinsdale, Libertyville or Crabtree Common Stock
certificates in good and proper form. Subject to the effect, if any, of
applicable law, after the subsequent surrender and exchange of certificates,
the holder thereof shall be entitled to receive any such dividends or
distributions, without interest thereon, which theretofore became payable with
respect to the Wintrust Common Stock represented by such certificates.

CONDITIONS TO THE REORGANIZATION

Consummation of the Reorganization is subject to the satisfaction of
certain conditions unless waived, to the extent waiver is permitted by
applicable law.

In addition to the required regulatory approvals described below, the
obligations of the Companies to effect the Reorganization are subject to the
fulfillment at the Effective Date of the following conditions (unless waived by
the appropriate parties): (i) there shall not be any order, injunction or
decree issued by any court or agency or legal restraint or prohibition
preventing the consummation of the Reorganization in effect, nor any statute,
rule, regulation, order, injunction or decree enacted, promulgated or enforced
which prohibits, materially restricts or makes illegal consummation of the
Reorganization; (ii) the Reorganization Agreement and the Reorganization shall
have been approved by at least 2/3 of the shares of Common Stock of each of
North Shore, Hinsdale and Libertyville entitled to vote thereon; and by at
least a majority of the shares of Common Stock of each of Lake Forest and
Crabtree entitled to vote thereon; (iii) the Fairness Opinions shall not have
been withdrawn or materially modified prior to the Effective Date; (iv) the
absence of a stop order suspending effectiveness of the registration statement
of which this Joint Proxy Statement/Prospectus is a part and/or proceedings
seeking such a stop order; (v) the receipt of all necessary regulatory
approvals, including the approval of the Federal Reserve and any other
applicable regulatory authority required to consummate the Reorganization; (vi)
receipt of an opinion from Blackman Kallick regarding the federal income tax
consequences of the Reorganization substantially to the effect that, among
other matters, the shareholders of the Constituent Corporations will not
recognize taxable gain by reason of the Reorganization except to the extent of
cash received in lieu of fractional shares; (vii) receipt of an opinion from
KPMG to the effect that the Reorganization will qualify for
"pooling-of-interests" method of accounting and a favorable pooling letter from
Arthur Andersen, LLP ("Arthur Andersen") with respect to pooling issues
relating to Crabtree and its former and current subsidiaries; (viii) the Common
Stock Warrants shall have been amended so as to require the holders thereof to
contribute as of the Effective Date any such warrants outstanding immediately
prior to the Effective Date to Wintrust in exchange for a combination of
Wintrust Common Stock and Wintrust Warrants in accordance with the terms of the
Reorganization Agreement; and the First Premium Warrants shall have been
amended so as to provide that the holders thereof shall contribute as of the
Effective Date all of the First Premium Warrants to Wintrust in exchange for
Wintrust Common Stock and/or Wintrust Warrants in accordance with the terms of
the Reorganization Agreement and representing in aggregate 447,740 shares of
Wintrust Common Stock; (ix) the First Premium and Credit Life Options shall not
have been exercised and shall have been amended so as to provide for (a) the
conversion of the Credit Life Options into the right to acquire shares of First
Premium, and (b) the conversion as of the Effective Date of all options to
acquire First Premium Common Stock issued and outstanding immediately prior to
the Effective Date into the right to acquire an aggregate of 133,963 shares of
Wintrust Common Stock; (x) as of the Effective Date, there shall have been no
adverse change or changes in the assets, liabilities, properties, financial
condition, results of operations or business prospects of any one or more of
the Companies and their respective subsidiaries, taken as a whole, which would
be materially adverse to the results of operations, financial condition or
business prospects of Wintrust on a combined basis; and (xi) the merger of
Credit Life with and into First Premium shall have been completed.

REGULATORY APPROVALS

Federal Reserve. The Reorganization is subject to prior approval by
the Federal Reserve under the BHC Act, which requires that the Federal Reserve
take into consideration, among other factors, the financial and managerial
resources and future prospects of the respective institutions and the
convenience and needs of the communities to be served. The BHC Act prohibits
the Federal Reserve from approving the Reorganization if the Reorganization
would result in a monopoly or be in furtherance of any combination or
conspiracy to monopolize

28
<PAGE> 41
or to attempt to monopolize the business of banking in any part of the United
States, or if the effect of the Reorganization in any section of the country
may be to substantially lessen competition or tend to create a monopoly, or if
it would in any other manner be a restraint of trade, unless the Federal
Reserve finds that the anticompetitive effects of the Reorganization are
clearly outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the communities to be
served. It is highly improbable that the Reorganization poses any antitrust
issues. The Federal Reserve also has the authority to deny an application if
it concludes that the combined organization would have an inadequate capital
position. Furthermore, the Federal Reserve will assess the records of the
Banks under the Community Reinvestment Act of 1977, as amended (the "CRA").
The CRA requires that the Federal Reserve analyze, and take into account when
evaluating an application, each bank's record of meeting the credit needs of
its local communities, including low- and moderate-income neighborhoods,
consistent with safe and sound operation.

Under the BHC Act, the Reorganization may not be consummated up to 30
days following the date of the Federal Reserve approval, during which time the
Department of Justice ("DOJ") may challenge the Reorganization on antitrust
grounds. The Federal Reserve, in conjunction with the DOJ, may reduce the
30-day waiting period to 15 days. The commencement of an antitrust action
would stay the effectiveness of the Federal Reserve's approval unless a court
specifically orders otherwise. The BHC Act provides for the publication of
notice and public comment on the applications and authorizes the regulatory
agency to permit interested parties to intervene in the proceedings.

Under the Federal Reserve's regulations, the Federal Reserve is
required to act on the application within the 60-day period (reduced to 30 days
if the Federal Reserve delegates processing of the application to the Federal
Reserve Bank of Chicago) that begins on the date of submission to the Federal
Reserve of a complete record of the application (a period that will be tolled
by any public comments or other circumstances that may trigger further requests
for information from the Federal Reserve).

Wintrust filed its application with the Federal Reserve on June 4,
1996, including the required notice regarding the businesses of Crabtree and
its subsidiaries, which are deemed to constitute permissible nonbanking
activities. By letter dated July 15, 1996, the Federal Reserve deemed the
application informationally complete, and accepted the application for
processing under delegated authority. Accordingly, it is anticipated that the
Federal Reserve will render its decision on the application by August 14, 1996,
and that the DOJ waiting period will expire at the earliest on August 29, 1996.
However, there can be no assurance that the Federal Reserve will continue to
process the application under delegated authority or that the Federal Reserve
will approve the Reorganization. If the Reorganization is approved, there can
be no assurance as to the date of such approval. There can likewise be no
assurance that the DOJ will not challenge the Reorganization or, if such a
challenge is made, as to the result thereof.

The Reorganization cannot proceed in the absence of all requisite
regulatory approvals. See "Conditions to the Reorganization," "Closing Date of
the Reorganization" and "Termination, Amendment and Waiver" under "TERMS OF
THE REORGANIZATION." The Companies have agreed to take all reasonable actions
necessary to obtain approvals and comply with the requirements of the Federal
Reserve and other governmental entities.

The Companies are not aware of any other governmental approvals or
actions that are required for consummation of the Reorganization except for the
filing of certain notifications under the Hart-Scott-Rodino Act regarding the
Reorganization, which filings have been made as required. Should any other
approval or action be required, it is presently contemplated that such approval
or action would be sought. There can be no assurance that any such approval or
action, if needed, could be obtained and, if such approvals or actions are
obtained, there can be no assurance as to the timing thereof.

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<PAGE> 42
CONDUCT OF BUSINESS PENDING THE REORGANIZATION

Under the Reorganization Agreement, pending consummation of the
transaction each of the Companies is generally obligated to (i) operate and
conduct its respective business only in the ordinary course consistent with
past practices; (ii) preserve, and to cause its respective operating
subsidiaries to preserve, their respective business organizations; (iii) use
best efforts to keep available the services of its respective present officers,
key employees, and agents; and (iv) use its best efforts to preserve the
goodwill of its key suppliers, customers and others having material business
relations therewith, except in each case where the loss of such services or
relationships will not have a material adverse effect on the financial
condition or business prospects of Wintrust.

In this regard, each of the Companies has agreed: (i) not to make any
material change in its respective business or operations; (ii) to maintain its
respective property and physical assets in as good a state of operating
condition and repair, except for ordinary depreciation and wear and tear; (iii)
subject to certain exceptions, not to sell, pledge, lease, mortgage, encumber
or otherwise dispose of any of its respective assets, other than pursuant to
transactions in the normal course of business for fair value; (iv) to keep in
force all policies of insurance covering its respective businesses, properties
and assets and any of its respective subsidiaries and all policies of insurance
providing for directors and officers errors and omission coverage except as
same may be replaced with policies of insurance providing substantially similar
coverage; (v) except as otherwise contemplated in the Reorganization Agreement
or as provided for above in clause (iii) above, not to incur or agree to incur
any obligations to issue, sell, pledge or dispose of, or otherwise encumber,
any of its respective shares of capital stock, or any options, rights, or other
securities convertible into such shares, options, rights or other securities;
(vi) not to authorize or pay or agree to pay or accrue any increased wage,
salary or other remuneration of the directors, officers or other key employees
or agents of any of the Companies or North Shore Bank and not to authorize or
make any material changes in compensation or policy regarding compensation
payable or to become payable to any directors, officers or other employees, of
any of the Companies and their respective subsidiaries; (vii) not to declare,
set aside or pay any dividends on, or make any other actual, constructive or
deemed distributions in respect of, any of its respective capital stock, or
otherwise make any payments to its respective shareholders in their capacity as
such; except as contemplated in the Reorganization Agreement, not to split,
combine or reclassify any of its capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution
for, shares of its capital stock or any rights, warrants or options to acquire
any such shares; or, except as contemplated in the Reorganization Agreement,
not to purchase, redeem or otherwise acquire any shares of its respective
capital stock or any rights, warrants or options to acquire any such shares;
(viii) not to amend its respective Articles of Incorporation or Certificate of
Incorporation (as the case may be) or amend in any material respect its
By-Laws, except as provided for in the Reorganization Agreement; (ix) not to
acquire or agree to acquire by merging or consolidating with, or by purchasing
a portion of the assets of or equity in, or by any other manner, any business
or any corporation, partnership, association or other business organization or
division thereof; (x) not to change any accounting policies, procedures or
practices currently employed by it except for any such changes as may be
required to be implemented by GAAP or any other such changes which will not
have material effect on its financial condition or results of operations; or
(xi) not to enter into any material contract, agreement or lease or make any
material change in any existing contracts, agreements or leases except in the
ordinary course of business consistent with past practices.

Pursuant to the terms of the Reorganization Agreement, the Companies
have agreed not to, and will cause their respective subsidiaries not to, borrow
any money other than in the usual and ordinary course of business.

In addition, except with the prior consent of the other parties and
subject to certain exceptions, none of the Companies shall make, nor shall they
permit their respective subsidiaries to make, any extension of credit or
commitment to make any extension of credit not consistent with their current
lending policies or in excess of their current internal lending limits or to
any customer who is listed on their respective loan watch list as of the date
of the execution of the Reorganization Agreement.

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<PAGE> 43
CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION

The Companies have received an opinion of Blackman Kallick that the
Reorganization will qualify as a tax-free reorganization under Section
368(a)(1)(A) of the Code. Accordingly, the Companies will recognize no gain or
loss for federal income tax purposes as a result of the Reorganization and no
gain or loss will be recognized by any Company shareholder upon receipt of
Wintrust Common Stock pursuant to the Reorganization (except upon the receipt
of cash in lieu of fractional shares of Wintrust Common Stock). The Internal
Revenue Service ("Service") has not been asked to rule upon the tax
consequences of the Reorganization and such request will not be made. The
opinion of Blackman Kallick is based entirely upon the Code, regulations now in
effect thereunder, current administrative rulings and practice, and judicial
authority, all of which are subject to change. Unlike a ruling from the
Service, an opinion of counsel is not binding on the Service and there can be
no assurance, and none is hereby given, that the Service will not take a
position contrary to one or more positions reflected herein or that the opinion
will be upheld by the courts if challenged by the Service. EACH SHAREHOLDER IS
URGED TO CONSULT HIS OR HER OWN TAX AND FINANCIAL ADVISORS AS TO THE EFFECT OF
SUCH FEDERAL INCOME TAX CONSEQUENCES ON HIS OR HER OWN PARTICULAR FACTS AND
CIRCUMSTANCES AND ALSO AS TO ANY STATE, LOCAL, FOREIGN OR OTHER TAX
CONSEQUENCES ARISING OUT OF THE REORGANIZATION.

Based upon the opinion of Blackman Kallick, which in turn is based
upon various representations and subject to various assumptions and
qualifications, the following federal income tax consequences to the Companies'
holders will result from the Reorganization:

(i) Provided (a) that the merger of Lake Forest II with
and into Lake Forest, Hinsdale II with and into Hinsdale, Libertyville
II with and into Libertyville, and Crabtree II with and into Crabtree
qualify as statutory mergers under applicable state law, (b) that
after the transaction, each Company will hold substantially all of its
assets and the assets of the respective Reorganization Subsidiary, and
(c) that in the transaction, the shareholders of each Company exchange
an amount of stock constituting control of the Company (within the
meaning of section 368(c)) solely for Wintrust Common Stock, each
proposed merger will constitute a reorganization within the meaning of
section 368(a)(1)(A) of the Code. The Reorganization will not be
disqualified by reason of the fact that the Common Stock of Wintrust
will be used in the merger. (For purposes of the Blackman Kallick tax
opinion, "substantially all" means at least 90 percent of the fair
market value of the net assets and at least 70 percent of the fair
market value of the gross assets of each of the Companies and
Reorganization Subsidiaries. Wintrust, and each of the Companies and
Reorganization Subsidiaries will each be a "party to a reorganization"
within the meaning of section 368(b) of the Code;

(ii) No gain or loss will be recognized to each
Reorganization Subsidiary upon the transfer of its assets to the
respective Company in exchange for the shares of Company Common Stock;

(iii) No gain or loss will be recognized to the Company
upon the receipt of the assets of the respective Reorganization
Subsidiary in exchange for the Company Common Stock;

(iv) The basis of the Reorganization Subsidiary's assets
in the hands of the respective Company will be the same as the basis
of those assets in the hands of the Reorganization Subsidiary
immediately before the Reorganization;

(v) The holding period of the assets of the
Reorganization Subsidiary in the hands of the Company will include the
period during which such assets were held by the Reorganization
Subsidiary;

(vi) No gain or loss will be recognized to Wintrust upon
the receipt of the Company Common Stock solely in exchange for the
Reorganization Subsidiary Common Stock;

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<PAGE> 44
(vii) No gain or loss will be recognized to the Company
shareholders upon the receipt of stock solely in exchange for their
shares of Company Common Stock;

(viii) The basis of the Wintrust Common Stock to be received
by the Company shareholders, including any fractional shares to which
they may be entitled, will be the same as the basis of the Company
Common Stock surrendered in exchange therefor;

(ix) The holding period of the Wintrust Common Stock to be
received by the Company shareholders, including any fractional shares
to which they may be entitled, will include the holding period of the
Company Common Stock surrendered in exchange therefor, provided that
the Company Common Stock was held as a capital asset on the date of
the exchange;

(x) Pursuant to section 381(a) of the Code and section
1.381(a)-1 of the Income Tax Regulations, the Company will succeed to
and take into account the items of the respective Reorganization
Subsidiary described in section 381(c) of the Code, subject to the
provisions and limitations specified in sections 381, 382, 383, 384,
and 1502 of the Code and the regulations thereunder;

(xi) The Company will succeed to and take into account the
earnings and profits, or deficit in earnings and profits, of the
respective Reorganization Subsidiary as of the date of the transfer.
Any deficit in earnings and profits of the Reorganization Subsidiary
will be used only to offset the earnings and profits accumulated after
the date of the transfer;

(xii) Where a shareholder of the Company dissents to the
proposed transaction and receives solely cash in exchange for such
Shareholder's Company Common Stock, such cash will be treated as
having been received by the shareholder as a distribution in
redemption of his or her stock subject to the provisions and
limitations of the Code. Where as a result of such distribution, the
Company shareholder neither holds any stock of Wintrust directly, nor
is deemed to own any such stock under the constructive ownership rules
of the Code, the redemption will be a complete termination of interest
under the Code and will be treated as a distribution in full payment
in exchange for the shares redeemed. Accordingly, such shareholders
will recognize gain or loss under the Code measured by the difference
between the amount of cash received and such Shareholder's adjusted
basis in the Company Common Stock surrendered;

(xiii) The payment of cash in lieu of fractional shares of
Wintrust Common Stock will be treated as if the fractional shares were
distributed as part of the exchange and then redeemed by Wintrust.
These cash payments will be treated as having been received as
distributions in full payment in exchange for stock redeemed as
provided in the Code;

(xiv) No gain or loss will be recognized by the holders of
non-qualified options to buy shares in the Companies upon the
conversion of those options into non-qualified options to buy shares
of Wintrust Common Stock under the same terms and conditions as in
effect immediately prior to the proposed transaction; and

(xv) The exchange of Common Stock Warrants or First
Premium Warrants for Wintrust Common Stock should be tax free to the
warrant holders under section 351 of the Code, subject to the
conditions thereof, and the receipt of Wintrust Warrants as part of
the exchange will be taxable to such warrant holders in an amount
equal to the value of the Wintrust Warrants received.

The foregoing describes, in the opinion of Blackman Kallick, the
material federal income tax consequences of the Reorganization for shareholders
or residents of the United States and who hold their shares as capital assets,
without regard to the particular facts and circumstances of the tax situation
of each shareholder of the Companies. It does not discuss all of the
consequences that may be relevant to shareholders of the Companies entitled to
special treatment under the Code (such as insurance companies, financial
institutions, dealers in securities, tax-exempt organizations or foreign
persons). The summary set forth above does not purport to be a complete
analysis of all

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<PAGE> 45
potential tax effects of the transactions contemplated by the Reorganization
Agreement or the Reorganization itself. No information is provided herein with
respect to the tax consequences, if any, of the Reorganization under state,
local or foreign tax laws.

ACCOUNTING TREATMENT

Consummation of the Reorganization is conditioned upon qualification
of the Reorganization as a pooling-of-interests for accounting purposes. The
Reorganization Agreement requires that the Companies receive (i) an opinion
from KPMG to the effect that the Reorganization qualifies for
"pooling-of-interests" method of accounting and (ii) a favorable pooling letter
from Arthur Andersen, with respect to pooling issues relating to Crabtree.
Under the "pooling-of-interests" accounting treatment the historical basis of
the assets and liabilities of the Constituent Corporations will be combined at
the Effective Date and carried forward at their previously recorded amounts and
the shareholders' equity accounts of the Constituent Corporations will be
combined on Wintrust's consolidated balance sheet. Income and other financial
statements of Wintrust issued after consummation of the Reorganization will be
restated retroactively to reflect the consolidated operations of the
Constituent Corporations as if the Reorganization had taken place prior to the
periods covered by such financial statements.

For the Reorganization to qualify for "pooling-of-interests"
accounting treatment, substantially all of the outstanding Common Stock of each
of the Companies must be exchanged for Wintrust Common Stock and certain other
technical requirements mandated by generally accepted accounting principles
must be satisfied.

EXPENSES

The Reorganization Agreement provides that each of North Shore, Lake
Forest, Hinsdale, Libertyville and Crabtree will equally share the total fees
and expenses incurred in connection with the Reorganization, including but not
limited to, legal fees and disbursements, investment banking and financial
advisory fees relating to the Fairness Opinions, fees relating to the tax
opinion and "pooling" opinions, SEC registration fees and the costs of printing
and mailing this Joint Prospectus/Proxy Statement and conducting special
shareholder meetings, and the costs of preparing and filing requisite
regulatory applications.

TERMINATION, AMENDMENT AND WAIVER

Pursuant to the terms and conditions of the Reorganization Agreement,
the Reorganization Agreement may be terminated at any time prior to the
Effective Date, whether before or after approval by the shareholders of the
Constituent Corporations by: (i) the mutual written consent of all the parties
to the Reorganization Agreement; (ii) any party to the Reorganization Agreement
if (a) the Reorganization has not been effected on or prior to the close of
business on December 31, 1996 (the "Final Reorganization Date"); provided,
however, that the right to terminate the Reorganization Agreement pursuant to
this clause shall not be available to any party whose failure to fulfill any
obligation of the Reorganization Agreement has been the cause of, or resulted
in, the failure of the Reorganization to have been effected on or prior to such
date; or (b) any court of competent jurisdiction has issued an order, decree or
ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the transactions contemplated by the Reorganization
Agreement and such order, decree, ruling or other action shall have become
final and non-appealable; (iii) any party to the Reorganization Agreement in
the event that such party's due diligence investigation and review of any of
the other parties as provided for in the Reorganization Agreement discloses
matters which such party in good faith believes to (a) be inconsistent in any
material respect with any of the representations and warranties of any party
contained in the Reorganization Agreement or (b) be of such significance as to
materially and adversely affect the financial condition or the business
prospects of any party and its respective subsidiaries on a consolidated basis,
or (c) deviate materially and adversely from the applicable financial
statements for the year ended December 31, 1995 by giving written notice of
termination to the other parties hereto within seven days after the Review Date
(as defined in the Reorganization Agreement); provided however, that no party
may terminate the Reorganization Agreement pursuant to clause (iii) as a result
of any changes in general economic conditions or matters which affect financial
institutions or premium finance businesses

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<PAGE> 46
generally; or (iv) any party to the Reorganization Agreement if any condition
precedent cannot be satisfied by the Final Reorganization Date.

The Reorganization Agreement may be amended, supplemented or
interpreted at any time before or after approval of the matters presented in
connection with the Reorganization by the shareholders of the Constituent
Corporations, but after any such approval, no amendment may be made which would
have an effect on the Exchange Ratios as approved by such shareholders. At any
time prior to the Effective Date, any party to the Reorganization Agreement
may, to the extent legally allowed, waive any term or condition of the
Reorganization Agreement intended to benefit the waiving party.

INTERESTS OF CERTAIN PERSONS IN THE REORGANIZATION; CONFLICTS OF INTEREST

Certain directors of the Companies (i) presently serve as officers and
directors of more than one of the Companies; (ii) have been designated to serve
as directors and/or officers of Wintrust following the Effective Date; and/or
(iii) are shareholders of more than one of the Companies. For these reasons,
certain directors and officers of the Companies may not be independent and may
be considered to have conflicts of interest with respect to the Reorganization
and Reorganization Agreement. In addition, the Companies have retained common
legal, accounting, tax and financial advisors to represent them with respect to
various matters involved in this transaction. See "TERMS OF THE REORGANIZATION
- -- Material Arrangements Between Companies and Certain Transactions with
Management."

Those persons designated in the Reorganization Agreement to serve as
directors and executive officers of Wintrust are listed in "Management of
Wintrust" and certain information regarding executive compensation is set forth
in "Executive Compensation," both under "WINTRUST FINANCIAL CORPORATION."

A number of the directors and officers hold rights and options to
acquire Common Stock of certain of the Companies or their subsidiaries. The
Reorganization Agreement provides that such rights and options will be
converted in the Reorganization on the basis of the applicable Exchange Ratios
so as to represent the right to acquire an aggregate of 966,903 shares of
Wintrust Common Stock, at appropriately adjusted exercise prices, of which
522,039 shares would be subject to rights and options that would be fully
exercisable at the Effective Date based on existing vesting schedules (assuming
no exercise of any such rights and options prior to the Reorganization). See
"Options/Rights" under "TERMS OF THE REORGANIZATION."

In addition, certain of the directors and officers of North Shore,
Hinsdale and Libertyville hold Common Stock Warrants of such Companies which
are to be exchanged, in connection with and as part of the Reorganization, for
a combination of Wintrust Common Stock and Wintrust Warrants on a basis
reflective of and consistent with the applicable Exchange Ratios. As a result
of the contribution of the outstanding warrants to Wintrust in exchange for
Wintrust shares and warrants, such directors and officers will acquire an
aggregate of 151,870 additional shares of Wintrust Common Stock in the
Reorganization (assuming no exercise of any of their Common Stock Warrants
prior to the Effective Date) without being required to pay any portion of the
cash exercise price relating to their current Common Stock Warrants, as all of
such exercise price will be reallocated to the Wintrust Warrants issued as part
of the exchange and will be payable only in the event of subsequent exercise of
the Wintrust Warrants. Of the Wintrust Common Stock and Wintrust Warrants to
be issued in exchange for outstanding Common Stock Warrants, Howard D. Adams
and/or certain members of his family and Edward J. Wehmer will receive 35,318
and 10,268 shares, respectively, and 56,231 and 14,398 warrants, respectively.
See "Common Stock Warrants" under "TERMS OF THE REORGANIZATION."

For information regarding individual directors' and officers'
beneficial ownership of options, rights and warrants, see "Management Ownership
of Common Stock" under "NORTH SHORE COMMUNITY BANCORP, INC.," "LAKE FOREST
BANCORP, INC.," "HINSDALE BANCORP, INC.," "LIBERTYVILLE BANCORP, INC.," and
"CRABTREE CAPITAL CORPORATION."

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<PAGE> 47

Howard D. Adams holds certain options relating to shares of Credit
Life, a subsidiary of Crabtree that has discontinued operations. Such options
are to be amended in connection with the Reorganization Agreement so as to
convert to options to acquire 9,299 shares Wintrust Common Stock at an exercise
price appropriately adjusted to reflect such conversion. Such options may be
more valuable after the Reorganization since Wintrust will have ongoing
operations. In addition, Howard D. Adams owns 40,000 shares of Crabtree Common
Stock which were purchased at a discount of $20 per share from the market price
prevailing at the time of purchase, pursuant to the Crabtree Capital
Corporation 1990 Stock Purchase Plan. The terms of the Crabtree Capital
Corporation 1990 Stock Purchase Plan provide that if such shares are proposed
to be sold, then Crabtree would have the right of first refusal to repurchase
the stock, net of the original discount of $20 per share. The terms of such
plan, however, also provide that Crabtree's right of first refusal terminates
effective upon the effectiveness of a registration statement relating to such
shares. The registration statement, of which this Joint Proxy
Statement/Prospectus constitutes a part, relates to the shares of Wintrust
Common Stock into which the Crabtree shares will convert; therefore, after the
Reorganization, Howard D. Adams will hold the shares of Wintrust Common Stock
into which such Crabtree shares are to be converted with no continuing
restrictions or discounts.

Mr. James Knollenberg, the President of First Premium and a director
nominee of Wintrust, holds certain options to purchase 950 shares of First
Premium. The Reorganization Agreement provides that such options shall be
converted in the Reorganization so as to represent options to acquire 65,510
shares of Wintrust Common Stock at an exercise price appropriately adjusted to
reflect such conversion. The provision in the Reorganization Agreement is
intended to eliminate the possibility of minority interests in one of
Wintrust's operating subsidiaries from which Wintrust may look to receive
dividends. Absent such provision of the Reorganization Agreement, Mr.
Knollenberg would continue to hold an option to purchase a minority position in
a wholly-owned subsidiary of a mid-tier holding company and for which there is
unlikely to develop any established market for such shares.

MATERIAL ARRANGEMENTS BETWEEN THE COMPANIES; CERTAIN TRANSACTIONS WITH
MANAGEMENT

Howard D. Adams was a founder and is a principal shareholder and
director of each of the Companies, and Edward J. Wehmer was a founder and is a
principal shareholder and a director of each of the Companies other than
Crabtree. A number of the other directors have also participated as organizers
of and currently serve as a director of more than one of the Companies. See
"Management Ownership of Common Stock" under "NORTH SHORE COMMUNITY BANCORP,
INC.," "LAKE FOREST BANCORP, INC.," "HINSDALE BANCORP, INC.," "LIBERTYVILLE
BANCORP, INC.," and "CRABTREE CAPITAL CORPORATION" for information relating to
interlocking directorships and such directors' share ownership. Many directors
who do not serve as directors of some or all of the other Companies also own
shares in some or all of the other Companies. In addition, certain of the
Companies have purchased shares in certain of the other Companies, at the price
per share applicable to concurrent public or private offerings by such other
Companies, as follows:

<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
HINSDALE NORTH SHORE LIBERTYVILLE
COMMON STOCK COMMON STOCK COMMON STOCK
------------- ------------- -------------
NUMBER % NUMBER % NUMBER %
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Lake Forest . . . . . . . . . . . . 8,842 4.3% 11,300 4.4% 6,359 3.1%
Hinsdale . . . . . . . . . . . . . -- -- 6,000 2.4 6,359 3.1
North Shore . . . . . . . . . . . . -- -- -- -- 6,360 3.1
Libertyville . . . . . . . . . . . -- -- 6,000 2.4 -- --
----- --- ------ --- ------ ---
Total Intercompany
Ownership . . . . . . . . . 8,842 4.3% 23,300 9.2% 19,078 9.3%
===== === ====== === ====== ===
</TABLE>

The Reorganization Agreement provides that these intercompany shares will be
cancelled in the Reorganization. See "PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION."

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<PAGE> 48

Each of North Shore, Lake Forest, Hinsdale and Libertyville currently
share in the salaries of Mr. Howard D. Adams, Mr. Edward J. Wehmer, Mr. David
A. Dykstra, Mr. Robert F. Key, Mr. Lloyd M. Bowden and Mr. Randolph Hibben, who
currently provide services to each of these Companies. See "Executive
Compensation"" under "WINTRUST FINANCIAL CORPORATION." The Boards of Directors
of each of North Shore, Lake Forest, Hinsdale and Libertyville determined that
it was in the best interests of the entities to share in the costs of retaining
these individuals for their professional services which they could not justify
on an individual entity basis. With the common senior management team, certain
cost savings have occurred as a result of the increased buying power of the
combined group of banks. For example, the Banks have experienced cost savings
and/or product enhancements for insurance, data processing and certain
professional fees.

In connection with the Reorganization, the Companies entered into an
expense sharing agreement relating to certain professional fees and other costs
associated with the pursuit of the proposed transaction. See "Expenses" under
"TERMS OF THE REORGANIZATION."

During 1995, 1994 and 1993, Crabtree's bank debt was guaranteed by Mr.
Howard D. Adams in connection with which Crabtree pays a fee to Mr. Adams at a
rate of 1.5 percent of the balance of the debt guaranteed. These transactions
resulted in expense to Crabtree and income to Mr. Adams of $32,973, $29,840 and
$68,339 in 1995, 1994 and 1993, respectively. This guarantee arrangement
remains in place during 1996; however, it is anticipated that the arrangement
will be terminated following consummation of the Reorganization.

The Banks have in the past participated, and it is expected they will
continue to participate, with one another on the funding of certain customer
loans and have jointly pursued certain earning asset investments. By pursuing
earning asset niches from the perspective of the combined lending capacity of
the Banks, senior management believes each of the Banks has enjoyed the
enhanced origination of earning assets. Because deposit fund generation
typically outpaces loan generation in de novo banks, the origination of loans
through such earning asset niches has allowed the Banks to accelerate the
deployment of deposit funds into higher yielding assets than might otherwise
have been achieved.

Each of the Companies shares in expenses incurred by HDA Capital
Corporation("HDA"), a corporation owned by the Alan W. Adams Family Trust and
the Sarah K. Adams Family Trust, for marketing and secretarial personnel and
direct costs incurred on behalf of the respective Companies. HDA provides
periodic invoices to each of the Companies for such marketing and secretarial
time and direct expenses based upon specific activities attributable to each of
the respective Companies and based on estimated actual cost. The Alan W. Adams
Family Trust and the Sarah K. Adams Family Trust are co-trusteed by Emmett
McCarthy, a Crabtree director, and either Alan W. Adams and Sarah K. Adams,
respectively, the two adult children of Howard D. Adams. Alan W. Adams is
proposed to be a director of Wintrust.

In addition to the expense sharing arrangement noted above, HDA
receives consulting fees from Crabtree for services rendered by Howard D.
Adams. Such fees amounted to $142,692 and $111,030 for the years ended
December 31, 1995 and 1994, respectively. It is anticipated that following
consummation of the Reorganization, Mr. Adams will be compensated directly for
his services as an executive officer of Wintrust.

Directors and principal officers of the Companies and the Banks and
their associates were customers of, and have had transactions with the Banks in
the ordinary course of business during 1995 and 1996. Comparable transactions
may be expected to take place in the future. All loans included in such
transactions were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other customers, and in the opinion of each Bank's Board of
Directors did not involve more than the normal risk of collectibility or
present other abnormally unfavorable features. Each Bank expects to continue
its banking transactions in the ordinary course of business on the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others.

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DISSENTERS' RIGHTS

Hinsdale, Libertyville, and North Shore. Any holder of Hinsdale,
Libertyville or North Shore Common Stock as of the Record Date has the right to
dissent to the approval of the Reorganization pursuant to Section 11.65 of the
Illinois Business Corporation Act and the right to receive the "fair value" of
his or her shares of Common Stock in cash by complying with the procedures set
forth in Section 11.70 of the IBCA.

Holders of record of Hinsdale, Libertyville or North Shore common
stock who desire to exercise any dissenters' rights which they may have must
satisfy all of the conditions contained in Sections 11.65 and 11.70 of the
IBCA. A written demand for payment for shares of Hinsdale, Libertyville or
North Shore common stock must be delivered to Hinsdale, Libertyville or North
Shore by a shareholder seeking payment before the taking of the vote on the
Reorganization. This written demand must be separate from any proxy or vote
abstaining from or voting against approval of the Reorganization. Voting
against approval of the Reorganization abstaining from voting or failing to
vote with respect to approval of the Reorganization will not constitute a
demand for payment within the meaning of Sections 11.65 and 11.70.

SHAREHOLDERS ELECTING TO EXERCISE THEIR DISSENTERS' RIGHTS UNDER
SECTIONS 11.65 AND 11.70 MUST NOT VOTE FOR APPROVAL OF THE REORGANIZATION. A
VOTE BY A SHAREHOLDER AGAINST APPROVAL OF THE REORGANIZATION IS NOT REQUIRED IN
ORDER FOR THAT SHAREHOLDER TO EXERCISE DISSENTERS' RIGHTS. HOWEVER, IF A
SHAREHOLDER RETURNS A SIGNED PROXY BUT DOES NOT SPECIFY A VOTE AGAINST APPROVAL
OF THE REORGANIZATION OR A DIRECTION TO ABSTAIN, THE PROXY, IF NOT REVOKED,
WILL BE VOTED FOR APPROVAL OF THE REORGANIZATION, WHICH WILL HAVE THE EFFECT OF
WAIVING THAT SHAREHOLDER'S DISSENTERS' RIGHTS.

A demand for appraisal will be sufficient if it reasonably informs
Hinsdale, Libertyville or North Shore of the identity of the shareholder and
that such shareholder intends thereby to demand payment. If the Hinsdale,
Libertyville or North Shore common stock is owned of record in a fiduciary
capacity, such as by a trustee, guardian, or custodian, such demand must be
executed by the fiduciary. If the Hinsdale, Libertyville or North Shore common
stock is owned of record by more than one person, as in a joint tenancy or
tenancy in common, such demand must be executed by all joint owners. An
authorized agent, including an agent for two or more joint owners, may exercise
the demand for appraisal for a shareholder of record; however, the agent must
identify the record owner or owners and expressly disclose the fact that, in
exercising the demand, he or she is acting as agent for the record owner or
owners.

A record owner, such as a broker, who holds Hinsdale, Libertyville or
North Shore common stock as a nominee for others, may exercise his or her right
of appraisal with respect to the shares held for all or less than all
beneficial owners of shares as to which he or she is the record owner. In such
case, the written demand must set forth the number of shares covered by such
demand. Where the number of shares is not expressly stated, the demand will be
presumed to cover all shares of Hinsdale, Libertyville and North Shore common
stock outstanding in the name of such record owner. A beneficial owner of
shares who is not the record owner may assert dissenters' rights as to shares
held on such person's behalf only if the beneficial owner submits to Hinsdale,
Libertyville and North Shore the record owner's written consent to the dissent
before or at the time the beneficial owner asserts dissenters' rights.

If the Reorganization is approved and consummated, the surviving
corporation, Wintrust, shall within ten days of such consummation or 30 days
after the delivery of the shareholder's demand for payment in cash, whichever
is later, send to the dissenting shareholder a written opinion as to its
estimate of the value of the shares and a commitment that it will pay the
estimated value of the shares in cash upon delivery of the stock certificates
by such shareholder to Wintrust. Wintrust must also include with the estimate
and commitment, its consolidated balance sheet as of the end of the most recent
fiscal year, its consolidated statement of income for such year and its latest
available unaudited condensed consolidated interim financial statements.

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If the dissenting shareholder does not agree with the opinion of
Wintrust as to the value of his shares, such shareholder, within 30 days from
the delivery of Wintrust's statement of value, shall notify Wintrust of his
estimate of value and shall demand payment for the difference between such
estimate of value and the amount that Wintrust has agreed to pay to the
shareholder. If within 60 days of the delivery of the shareholder's estimate
of value to Wintrust, Wintrust and the dissenting shareholder have not agreed
in writing upon the value of the shares, Wintrust shall either: (i) pay the
difference between the shareholder's estimate of value and any amount
previously paid by Wintrust; or (ii) file a petition in the circuit court of
Lake County, Illinois requesting that the court determine the fair value of the
shares. All dissenting shareholders whose claims remain unsettled at the time
of the filing of the action must be joined as parties thereto and be bound by
the judgment of the Court. The Court may appoint one or more persons to serve
as appraisers to hear evidence and determine the fair value of the shares.

Each dissenting shareholder who is a party to the action will be
entitled to the payment of the fair value of the shares as determined by the
Court, plus interest at a rate deemed fair and reasonable by the Court, from
the Effective Date of the Reorganization until the date of payment. The Court
may also assess court costs, other than attorneys' fees of the parties, against
Wintrust if the fair value as determined by the Court, materially exceeds the
amount which Wintrust initially agreed to pay for the shares.

The provisions of Section 11.65 and 11.70 are technical in nature and
complex. The preceding summary is qualified in its entirety by reference to
Sections 11.65 and 11.70, the complete text of which is attached hereto as
Appendix D. Hinsdale, Libertyville or North Shore shareholders desiring to
exercise dissenters' rights and obtain payment of the fair value of their
Hinsdale, Libertyville and North Shore Common Stock should consult counsel, as
failure to comply strictly with the provisions of Sections 11.65 and 11.70 may
defeat their dissenters' rights.

Lake Forest and Crabtree. Each shareholder of Lake Forest and
Crabtree has the right to demand an appraisal of the fair value of his shares
of stock by the Delaware Court of Chancery and to receive the appraised value
of such shares in cash if the shareholder follows the procedures set forth
under Delaware law and summarized below.

Under Section 262 of the DGCL, a Lake Forest or Crabtree shareholder
seeking to exercise his appraisal rights must: (i) deliver to Lake Forest or
Crabtree, as the case may be, prior to the vote on the Reorganization a written
demand for appraisal of his shares of stock; and (ii) not vote in favor of the
Reorganization at the Special Meeting. By failing to file a demand for
appraisal or by voting in favor of the Reorganization a shareholder will be
deemed to be not entitled to appraisal rights. A shareholder who perfects his
appraisal rights by delivering a demand for appraisal prior to the vote and by
not voting in favor of the Reorganization may withdraw his demand for appraisal
and accept the terms of the Reorganization for a period of 60 days after the
Effective Date of the Reorganization.

If the Reorganization is approved and consummated, within ten days
after the Effective Date, Wintrust, as the surviving corporation, will notify
each Lake Forest or Crabtree shareholder who has perfected his appraisal rights
of the date upon which the Reorganization was consummated (i.e., the Effective
Date). Within 120 days of the Effective Date, each shareholder who has
perfected his appraisal rights is entitled, upon such shareholder's written
request to Wintrust, to receive from Wintrust a statement setting forth the
aggregate number of shares of stock owned by all Lake Forest or Crabtree
shareholders who have perfected their appraisal rights. Such written statement
must be mailed by Wintrust within ten days after receipt of a shareholder's
written request.

Within 120 days after the Effective Date of the Reorganization,
Wintrust or any shareholder who has perfected his appraisal rights may file a
petition in the Court of Chancery demanding a determination of the value of the
stock of all shareholders of Lake Forest or Crabtree who have perfected their
appraisal rights. If the petition is filed by a shareholder, Wintrust will be
served with a copy of such petition and must, within 20 days of such service,
file in the office of the Register in Chancery where the petition was filed a
duly verified list of the names and addresses of the shareholders who have
demanded payment for the value of their shares of stock and with whom Wintrust
has not reached agreement as to such value. If the petition is filed by
Wintrust, such duly verified list of shareholders must accompany the filing.
If ordered by the Court, the Register of Chancery shall give notice, by

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certified or registered mail, of the time and place fixed for a hearing on the
petition to Wintrust and to each shareholder on the list of shareholders. The
notice of time and place of hearing will also be published in one or more
newspapers of general circulation at least one week prior to the hearing.

At the hearing on such petition, the Court shall first determine which
of the shareholders of Lake Forest or Crabtree have complied fully with the
appraisal rights provisions of the DGCL and have become entitled to appraisal
rights. The Court may also require all shareholders who demand appraisal to
present their stock certificates to the Register of Chancery for the placement
of a notation thereon as to the pendency of the appraisal proceeding. After
determination of the shareholders entitled to an appraisal, the Court will
appraise the fair value of the shares, exclusive of any element of value
arising from the accomplishment or expectation of the Reorganization. The
Court may also determine a fair rate of interest to be paid on the fair value
of the shares, considering, among other factors, the rate of interest which
Wintrust would have paid on borrowed money during the pendency of the appraisal
proceedings.

After appraisal of the fair value of the shares, the Court will direct
Wintrust to pay such amount, with interest if any, to the shareholders entitled
to such payment. Payment will be made only upon the surrender of stock
certificates evidencing shares of stock by the shareholder to Wintrust. The
cost of the appraisal proceedings will be determined by the Court and such cost
will be allocated to the parties in a manner deemed to be equitable by the
Court. Also, upon application of a shareholder, the Court may order all or a
portion of the expenses incurred by the shareholders in connection with the
appraisal proceedings, including reasonable attorney's fees and the fees and
expenses of experts, to be charged pro rata against the value of all shares
subject to appraisal.

The provisions of Section 262 are technical in nature and complex.
The preceding summary is qualified in its entirety by reference to Section 262,
the complete text of which is attached hereto as Appendix E. Lake Forest or
Crabtree shareholders desiring to exercise dissenters' rights and obtain
payment of the fair value of their Lake Forest or Crabtree common stock should
consult counsel, as failure to comply strictly with the provisions of Section
262 may defeat their dissenters' rights.

RESALE OF WINTRUST COMMON STOCK AND WINTRUST WARRANTS

Shares of Wintrust Common Stock and Wintrust Warrants issued in
connection with and as part of the Reorganization will be transferable without
restriction upon disposition, except shares and Warrants issued to any person
who may be considered an "affiliate" of one or more of the Companies, as
defined by the rules and regulations of the Commission under the Securities
Act. In general, those persons who are directors or officers, and certain 10
percent or greater shareholders, of a company are deemed to be an "affiliate"
for these purposes. Pursuant to the Reorganization Agreement, each of the
Companies has delivered to Wintrust a written undertaking from each affiliate
of such Company to the effect that (a) he or she will not sell or dispose of
the Wintrust Common Stock or Wintrust Warrants acquired by him or her in
connection with the Reorganization, other than in accordance with the
Securities Act and pursuant to (i) a separate registration statement for such
distribution (which Wintrust has not agreed to provide), or (ii) in accordance
with all applicable provisions of Rule 145 promulgated thereunder by the
Commission including the manner-of-sale requirements and the volume
limitations, or (iii) pursuant to some other exemption from registration; and
(b) he or she will not dispose of the Wintrust Common Stock or otherwise reduce
his or her risk relative to the Wintrust Common Stock prior to the publication
by Wintrust of an earnings statement covering at least 30 days of combined
operations after the Effective Date. It is anticipated that the latter
requirements would be satisfied during November 1996.

The availability of the Rule 145 resale exemption is conditioned upon
Wintrust making timely filings of all periodic reports required to be filed
under the Securities Exchange Act of 1934. The provisions of Rule 145 will
generally restrict, for a period of two years following the Effective Date, the
ability of any "affiliate" of any of the Companies to sell an amount of shares
of Wintrust Common Stock or Wintrust Warrants in excess of certain prescribed
volume limitations. During any three-month period, an affiliate is permitted
to sell up to an amount equal to the greater of 1 percent of the total shares
or Warrants outstanding at the time of sale or the average weekly trading
volume for the prior four-week period (if a trading market does develop) of the
Wintrust Common Stock.

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In addition, such sales must be made in unsolicited "brokers' transactions"
through a broker-dealer, and the affiliate must file a notice of sale on a form
prescribed by the SEC.

Shareholders of the Companies who become "affiliates" of Wintrust will
be subject to similar sale restrictions for as long as they remain "affiliates"
of Wintrust. Generally, in the absence of other factors indicating a control
relationship, persons who are not officers, directors or greater than 10
percent shareholders of the Companies prior to the Reorganization and are not
officers, directors or greater than 10 percent shareholders of Wintrust after
the Reorganization will not be considered "affiliates" of Wintrust and will not
be subject to resale restrictions after two years have elapsed from the
Effective Date of the Reorganization.

DESCRIPTION OF CAPITAL STOCK OF WINTRUST

GENERAL

Wintrust is authorized to issue 30,000,000 shares, without par value,
of common stock (the "Common Stock") and 20,000,000 shares, without par value,
of preferred stock (the "Preferred Stock"). It is anticipated that immediately
after the consummation of the Reorganization there will be outstanding
6,509,620 shares of Common Stock and no shares of Preferred Stock, with up to
approximately 1,288,720 additional shares of Common Stock to be reserved for
issuance upon the exercise of currently outstanding options and rights, which
after the Reorganization will represent the right to purchase Wintrust Common
Stock, or upon the exercise of Wintrust Warrants being issued in the
Reorganization in exchange for currently outstanding Common Stock Warrants and
First Premium Warrants. See "Common Stock Warrants" and "Options/Rights" under
"TERMS OF THE REORGANIZATION." Each share of Wintrust Common Stock will have
the same relative rights as, and will be identical in all respects with, each
other share of Common Stock. Upon consummation of the Reorganization all such
stock will be duly authorized, fully paid and nonassessable.

COMMON STOCK

Dividends. Wintrust may pay dividends if, as and when declared by its
Board of Directors. The payment of dividends by Wintrust is subject to
limitations which are imposed by the IBCA. The holders of Wintrust Common
Stock will be entitled to receive and share equally in such dividends as may be
declared by the Board of Directors of Wintrust out of funds legally available
therefor. If Wintrust issues Preferred Stock, the holders thereof may have a
priority over the holders of the Common Stock with respect to dividends.

Voting Rights. Upon the Reorganization, the holders of Common Stock
of Wintrust will possess voting rights in Wintrust. They will elect Wintrust's
Board of Directors and act on such other matters as are required to be
presented to them under Illinois law or as are otherwise presented to them by
the Board of Directors. Each holder of Common Stock will be entitled to one
vote per share and will not have any right to cumulate votes in the election of
directors. If Wintrust issues Preferred Stock, holders of the Preferred Stock
may also possess voting rights to the extent designated by the Board of
Directors of Wintrust.

Liquidation. In the event of any liquidation, dissolution or winding
up of Wintrust, the holders of its Common Stock would be entitled to receive,
after payment or provision for payment of all debts and liabilities of
Wintrust, all assets of Wintrust available for distribution. If Preferred
Stock is issued, the holders thereof may have a priority over the holders of
the Common Stock in the event of any liquidation or dissolution.

Preemptive Rights and Redemption. Holders of the Common Stock of
Wintrust will not be entitled to preemptive rights with respect to any shares
which may be issued by Wintrust in the future. The Common Stock is not subject
to mandatory redemption by Wintrust.

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PREFERRED STOCK

None of the shares of Wintrust's authorized Preferred Stock will be
issued in the Reorganization. The Preferred Stock authorized may be issued at
such time as the Board of Directors of Wintrust may determine, without further
shareholder action, except as otherwise provided by law. Shareholders will not
have preemptive rights to subscribe for shares of Preferred Stock.

The dividend rights, dividend rates, conversion rights, conversion
prices, voting rights, redemption rights and terms (including sinking fund
provisions, if any), the redemption price or prices and the liquidation
preferences of any series of the authorized Preferred Stock and the numbers of
such shares of Preferred Stock in each series will be established by the Board
of Directors of Wintrust as such shares are to be issued. It is not possible
to state the actual effect of the Preferred Stock on the rights of holders of
Common Stock until the Board of Directors of Wintrust determines the rights of
the holders of a series of the Preferred Stock. However, such effects might
include (i) restrictions on dividends; (ii) dilution of the voting power to the
extent that the Preferred Stock were given voting rights; (iii) dilution of the
equity interest and voting power if the Preferred Stock were convertible into
Common Stock; and (iv) restrictions upon any distribution of assets to the
holders of Common Stock upon liquidation or dissolution until the satisfaction
of any liquidation preference granted to holders of the Preferred Stock.

Furthermore, although it has no present intention to do so, Wintrust's
Board of Directors could cause Wintrust to issue, in one or more transactions,
shares of Preferred Stock or additional shares of Common Stock or rights to
purchase such shares (subject to the limits imposed by applicable laws and the
rules of any stock exchange or automated dealer quotation system to the extent
that such rules may become applicable or may be observed by Wintrust) in
amounts which could make more difficult and, therefore, less likely, a
takeover, proxy contest, change in management of Wintrust or any other
extraordinary corporate transaction which might be opposed by the incumbent
Board of Directors. Any issuance of Preferred Stock or of Common Stock could
have the effect of diluting the earnings per share, book value per share and
voting power of Common Stock held by Wintrust shareholders.

CERTAIN ANTI-TAKEOVER EFFECTS OF WINTRUST'S ARTICLES AND BY-LAWS AND ILLINOIS
LAW

General. Certain provisions of Wintrust's Articles, By-Laws and the
IBCA may have the effect of impeding the acquisition of control of Wintrust by
means of a tender offer, a proxy fight, open-market purchases or otherwise in a
transaction not approved by the Board of Directors of Wintrust.

These provisions may have the effect of discouraging a future takeover
attempt which is not approved by the Board of Directors but which individual
Wintrust shareholders may deem to be in their best interests or in which
Wintrust shareholders may receive a substantial premium for their shares over
then current market prices. As a result, shareholders who might desire to
participate in such a transaction may not have an opportunity to do so. Such
provisions will also render the removal of the current Board of Directors or
management of Wintrust more difficult.

The provisions of the Articles and By-Laws described below are
designed to reduce, or have the effect of reducing, the vulnerability of
Wintrust to an unsolicited proposal for the restructuring or sale of all or
substantially all of the assets of Wintrust or an unsolicited takeover attempt
which is unfair to Wintrust shareholders.

It is anticipated that the Board of Directors of Wintrust will
consider and may implement a shareholder rights plan subsequent to the
consummation of the Reorganization to deter coercive, hostile bids for
corporate control and encourage a potential acquiror to negotiate with the
Board of Directors. If a rights plan is implemented, each share of Wintrust
Common Stock would include an associated preferred or common share purchase
right. The purchase right would entitle the holder to purchase shares of
Wintrust Common Stock at a price and under such other terms and conditions as
set forth in the rights plan. A rights plan, if implemented, will have certain
anti-takeover effects in addition to those measures described below.

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The following description of certain of the provisions of the Articles
and By-Laws of Wintrust is necessarily general and is qualified in its entirety
by reference to the Articles and By-Laws of Wintrust and the IBCA.

Although no specific proposals have yet been made, the Board of
Directors of Wintrust expressly reserves the right to introduce in the future
additional measures, including the rights plan, which might have an
anti-takeover effect.

Authorized Shares. The Articles of Wintrust authorize the issuance of
30,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock.
The shares of Common Stock and Preferred Stock were authorized in an amount
greater than that to be issued in the Reorganization to provide Wintrust's
Board of Directors with as much flexibility as possible to effect, among other
things, transactions, financings, acquisitions, stock dividends, stock splits,
employee stock options and a rights plan. However, these additional authorized
shares may also be used by the Board of Directors consistent with its fiduciary
duty to deter future attempts to gain control of Wintrust. The Board of
Directors also has sole authority to determine the terms of any one or more
series of Preferred Stock, including voting rights, conversion rates, and
liquidation preferences. As a result of the ability to fix voting rights for a
series of Preferred Stock, the Board has the power to the extent consistent
with its fiduciary duty to issue a series of Preferred Stock to persons
friendly to management in order to attempt to block a merger or other
transaction by which a third party seeks control, and thereby assist the
incumbent Board of Directors and management to retain their respective
positions.

Classified Board of Directors, Filling of Board Vacancies. The Board
of Directors of Wintrust is divided into three classes, each of which contains
approximately one-third of the whole number of the members of the Board. Each
class serves a staggered term, with approximately one-third of the total number
of directors being elected each year. The Articles and By-Laws provide that
the size of the Board of Directors is determined by a majority of the
directors. The Articles and By-Laws also provide that any vacancy occurring in
the Board, including a vacancy created by an increase in the number of
directors or resulting from death, resignation, retirement, disqualification,
removal from office or other cause, shall be filled for the remainder of the
unexpired term exclusively by a majority vote of the directors then in office.
The staggered board is intended to provide for continuity of the Board of
Directors and to make it more difficult and time consuming for a shareholder
group to fully use its voting power to gain control of the Board of Directors
without the consent of the incumbent Board of Directors of Wintrust.

Cumulative Voting; Action by Written Consent and Shareholder Meetings.
The Articles do not provide for cumulative voting for any purpose. The
Articles and By-Laws also provide that any action required or permitted to be
taken by the shareholders of Wintrust may be taken only at an annual or special
meeting and prohibits shareholder action by written consent in lieu of a
meeting. Directors also retain the right to postpone any previously scheduled
shareholder meeting and adjourn any shareholder meeting at any time, whether or
not a quorum is present.

Shareholder Vote Required to Approve Business Combinations with
Principal Shareholders. Wintrust's Articles expressly elect to be governed by
the provisions of Section 7.85 of the IBCA which applies to a transaction with
an "Interested Shareholder" (as defined below) (the "IBCA fair price
provision"). Under the IBCA, absent this provision, business combinations,
including mergers, consolidations and sales of substantially all of the assets
of a corporation must, subject to certain exceptions, be approved by the vote
of the holders of only a majority of the outstanding shares of common stock of
the corporation and any other affected class of stock. Under the IBCA fair
price provision and the Articles of Wintrust, the approval of at least 80
percent of the shares is required in connection with any transaction involving
an Interested Shareholder except (i) in cases where the proposed transaction
has been approved in advance by a majority of those members of Wintrust's Board
of Directors who are unaffiliated with the Interested Shareholder and were
directors prior to the time when the Interested Shareholder became an
Interested Shareholder or (ii) if the proposed transaction met certain
conditions set forth therein which are designed to afford the shareholders of
Wintrust a fair price in consideration for their shares, in which case approval
of only a majority of the outstanding shares of voting stock is required.

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The term "Interested Shareholder" is defined to include any
individual, corporation, partnership or other entity (other than Wintrust or
any Subsidiary) which owns beneficially or controls, directly or indirectly, 10
percent or more of the outstanding shares of voting stock of Wintrust. This
provision of the Articles of Wintrust applies to any "Business Combination,"
which is defined to include (i) any merger or consolidation of Wintrust or any
of its subsidiaries with or into any Interested Shareholder or Affiliate or
Associate (as defined in the Articles) of an Interested Shareholder; (ii) any
sale, lease, exchange, mortgage, transfer, or other disposition to or with any
Interested Shareholder or Affiliate or Associate of 10 percent or more of the
assets of Wintrust on a consolidated basis; (iii) the issuance or transfer to
any Interested Shareholder or its Affiliate or Associate by Wintrust (or any
Subsidiary) of any securities of Wintrust in exchange for any assets, cash or
securities the value of which equals or exceeds 10 percent of the consolidated
assets of Wintrust; (iv) the adoption of any plan for the liquidation or
dissolution of Wintrust proposed by or on behalf of any Interested Shareholder
or Affiliate or Associate thereof; and (v) any reclassification of securities,
recapitalization, merger or consolidation of Wintrust which has the effect of
increasing the proportionate share of Common Stock or any class of equity or
convertible securities of Wintrust owned directly or indirectly, by an
Interested Shareholder or Affiliate or Associate thereof.

In a Business Combination involving cash or other consideration being
paid to Wintrust's shareholders, the consideration would be required to be
either cash or the same type of consideration used by the Interested
Shareholder in acquiring the largest portion of shares previously acquired by
it. In the case of payments to holders of Common Stock, the per share fair
market value of such payments generally would have to be at least equal in
value to the higher of (i) the highest per share price paid (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) by the
Interested Shareholder in acquiring any Wintrust Common Stock during the
two-year period prior to the first public announcement of the proposed Business
Combination (although not an Interested Shareholder at the time of any such
acquisitions) or in the transaction in which it became an Interested
Shareholder (whichever is higher); or (ii) the fair market value of Wintrust
shares on the first trading date after the date of such announcement date or on
the first trading date after the date on which the Interested Shareholder
became an Interested Shareholder (whichever is higher); in any case
appropriately adjusted for any stock dividend, stock split, combination of
share or similar event.

In a Business Combination involving cash or other consideration being
paid to the holders of Wintrust shares other than Wintrust Common Stock, the
consideration would have to be at least equal in value to the higher of (i) the
highest per-share price (including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested Shareholder in acquiring
any Wintrust Common Stock during the two-year period prior to the first public
announcement of the proposed business combination (although not an Interested
Shareholder at the time of any such acquisitions) or in the transaction in
which it became an Interested Shareholder (whichever is higher); or (ii) the
highest per-share amount to which the holders of shares are entitled in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
Wintrust; or (iii) the fair market value of Wintrust shares on the first
trading date after such announcement date or the date on which the Interested
Shareholder became an Interested Shareholder (whichever is higher); and (iv)
the price per-share equal to the fair market value per-share determined in
(iii) above, multiplied by the ratio of (x) the highest per-share price paid by
the Interested Shareholder in acquiring any Wintrust Common Stock during the
two-year period prior to such announcement date (although not an Interested
Shareholder at the time of any such acquisitions) to (y) the fair market value
per-share on the first day in such two-year period upon which the Interested
Shareholder acquired any shares; in any case appropriately adjusted for any
stock dividend, stock split, combination of shares or similar event.

Fair price provisions are designed to impede two-step takeover
transactions which might otherwise result in disparate treatment of Wintrust's
shareholders.

Amendment of the Articles and By-Laws. Amendment of the Articles must
be approved by a majority vote of the Board of Directors and also by a 2/3
vote of the outstanding shares of Wintrust Common Stock, provided, however,
that an affirmative vote of at least 85 percent of the outstanding voting stock
entitled to vote is required to amend or repeal certain provisions of the
Articles, including provisions (i) limiting voting rights, (ii) relating to
certain business combinations, (iii) limiting the shareholders ability to act
by written consent, (iv) regarding the number, classification of directors,
filling of Board vacancies, newly created directorships, indemnification of

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directors and officers by Wintrust and limitation of liability for directors,
(v) regarding shareholder proposals and director nominations and (vi) regarding
amendment of the foregoing super majority provisions of Wintrust's Articles.
Wintrust's By-Laws may be amended only by the Board of Directors.

Certain By-Laws Provisions. The By-Laws of Wintrust also require a
shareholder who intends to nominate a candidate for election to the Board of
Directors, or to raise new business at a shareholder meeting to provide advance
notice to the Secretary of Wintrust. The notice provision requires a
shareholder who desires to raise new business to provide certain information to
Wintrust concerning the nature of the new business, the shareholder and such
shareholder's interest in the business matter. Similarly, a shareholder
wishing to nominate any person for election as a director must provide Wintrust
with certain information concerning the nominee and such proposing shareholder.

The provisions described above are intended to reduce Wintrust's
vulnerability to takeover attempts and certain other transactions which have
not been negotiated with and approved by members of its Board of Directors.

Attempts to take over corporations have recently become increasingly
common. An unsolicited non-negotiated proposal can seriously disrupt the
business and management of a corporation and cause it great expense.
Accordingly, the Board of Directors of each of the Companies believes it is in
the best interests of Wintrust and its shareholders to encourage potential
acquirors to negotiate directly with management and that these provisions will
encourage such negotiations and discourage non-negotiated takeover attempts.
It is also the view of each of the Boards of Directors that these provisions
should not discourage persons from proposing a merger or other transaction at a
price that reflects the true value of Wintrust and that otherwise is in the
best interest of all shareholders.

COMPARATIVE RIGHTS OF SHAREHOLDERS OF WINTRUST
AND THE COMPANIES

Upon consummation of the Reorganization, the shareholders of each of
the Companies who receive Wintrust Common Stock will become shareholders of
Wintrust and their rights will be governed by the Articles and the By-Laws of
Wintrust which differ in certain material respects from the corporate governing
documents of each of the Companies. In addition, as shareholders of Wintrust,
the rights of each of the former Company shareholders will be governed by the
IBCA under which Wintrust was incorporated, rather than the respective state of
incorporation under which each Company was incorporated.

In some respects the rights of holders of Company common stock are
similar to those of Wintrust Common Stock. For example, the holders of the
Company common stock and Wintrust Common Stock do not have cumulative voting
rights. There are, however, differences between the IBCA and the DGCL and
between the Articles of Incorporation or Certificate of Incorporation
(collectively, the "Charters"), as the case may be, and by-laws of the
Companies, and Wintrust's Articles and By-Laws. Although it is impractical to
compare all aspects of those differences, the following discussion summarizes
certain significant aspects of the principal differences.

The following comparison of the corporate governance documents of each
of the Companies and Wintrust is not intended to be complete and is qualified
in its entirety by reference to the relevant provisions of the DGCL and the
IBCA, each Company's Charter and by-laws and Wintrust's Articles and By-Laws.
Copies of each Company's Charter and By-laws are available for inspection at
the offices of each Company and copies will be sent to any Company shareholder
upon request. Copies of Wintrust's Articles and By-Laws are attached hereto as
Exhibit B and Exhibit C, respectively, to Appendix A to this Joint Proxy
Statement/Prospectus. See also "DESCRIPTION OF CAPITAL STOCK OF WINTRUST."

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AUTHORIZED CAPITAL STOCK

North Shore's authorized capital stock currently consists of 400,000
common shares, without par value; Hinsdale's authorized capital stock currently
consists of 350,000 common shares, par value $1.00 per share; Lake Forest's
authorized capital stock currently consists of 200,000 common shares, par value
$1.00 per share, and 7,500 preferred shares, par value $2.00 per share;
Libertyville's authorized capital stock currently consists of 350,000 common
shares, without par value, and 25,000 preferred shares, without par value; and
Crabtree's authorized capital stock currently consists of 2,000,000 common
shares, par value $1.00 per share. The holders of the shares of the common
stock of the Companies are entitled to one vote for each share held of record
on all matters to be voted on by shareholders. There is no cumulative voting
with respect to the election of directors. Prior to or on the Effective Date,
all of the preferred stock of the Companies that is issued and outstanding as
of this date will be redeemed and no additional preferred shares shall be
issued prior to the Reorganization.

Wintrust's Articles authorize the issuance of 30,000,000 shares of
Wintrust Common Stock. Upon consummation of the Reorganization, each issued
and outstanding share of North Shore Common Stock will be converted into
5.16180 shares of Wintrust Common Stock, each issued and outstanding share of
Lake Forest Common Stock will be converted into 9.67334 shares of Wintrust
Common Stock, each issued and outstanding share of Hinsdale Common Stock will
be converted into 6.03398 shares of Wintrust Common Stock, each issued and
outstanding share of Libertyville Common Stock will be converted into 4.02578
shares of Wintrust Common Stock, and each issued and outstanding share of
Crabtree Common Stock will be converted into 1.18332 shares of Wintrust Common
Stock, except in each case for any dissenting shares. Cash will be paid by
Wintrust in lieu of issuing fractional shares. See "Exchange Ratios" under
"TERMS OF THE REORGANIZATION.

The holders of Wintrust Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by shareholders. There is
no cumulative voting with respect to the election of directors. Holders of
Wintrust Common Stock have no conversion, preemptive or other subscription
rights, and, there are no mandatory redemption provisions applicable to
Wintrust Common Stock. In the event of liquidation, dissolution or winding up
of Wintrust, the Wintrust Common Stock is entitled to share ratably in all
assets remaining available for distribution to them after payment of
liabilities. The holders of Wintrust Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor, subject to the prior rights of holders of any
outstanding Preferred Stock.

Wintrust's Articles also authorize 20,000,000 shares of Preferred
Stock. The Board of Directors, without the need for shareholder approval, is
authorized by the Articles to issue the Preferred Stock in one or more series,
from time to time, with such voting powers, full or limited, and with such
designations, rights and preferences as may be determined by the Board of
Directors. As of the date hereof, all Wintrust's Preferred Stock is authorized
but unissued. There are no plans for the issuance of any such shares at the
present. Issuance of shares of Preferred Stock would affect the relative
rights of Wintrust Common Stock, depending upon the exact terms,
qualifications, limitations and relative rights and preferences, if any, of the
shares of the Preferred Stock as determined by the Board of Directors.

SIZE AND CLASSIFICATION OF THE BOARD OF DIRECTORS

Currently, the directors of each Company are elected annually by the
shareholders to serve until the next annual meeting or until their successors
are elected and qualified. With the exception of Lake Forest and Crabtree, any
vacancies occurring on the Boards of Directors of the Companies may be filled
by the shareholders of the respective Company. Any vacancies occurring on the
Lake Forest and Crabtree Boards are filled by a majority of the directors then
in office.

Under Wintrust's Articles and By-Laws, the size of the Board of
Directors may be increased or decreased by the Board of Directors provided that
in no event shall the number be less than six members. The initial number of
directors is 21. In addition, the Board of Directors is divided into three
classes of directors as nearly equal in size as possible and the directors are
elected to serve staggered three-year terms so that the term of office of one

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class of directors will expire each year. Following the Effective Date, the
initial Wintrust Board will determine which persons serve in which class of
directors. Vacancies which occur on the Board may be filled only by the Board
of Directors, and directors elected to fill a vacancy will hold office for the
remainder of the term of the class to which they have been elected. If the
number of directors is modified, any increase or decrease in directorships
would be apportioned among the classes so as to make all classes as nearly
equal in number as possible.

The staggered election of directors ensures that at any given time,
approximately two-thirds of the directors serving will have had prior
experience on the Board. Staggered terms for directors also would moderate the
pace of any change in the Board by extending the time required to elect a
majority of directors from one to two years. It would be impossible, assuming
no resignations or removals of directors, for the shareholders to change a
majority of the directors at any annual meeting should they consider such a
change desirable, unless Article Ten of Wintrust's Articles are amended by
action of at least 85 percent of the voting shares of Wintrust.

NOMINATIONS FOR DIRECTORS

Under the Charters of the Companies there are no specific procedures
for the nomination for the election of directors by shareholders, therefore
directors may be nominated from the floor at the annual meeting of the
shareholders.

Wintrust's By-Laws provide that nominations for the election of
directors may be made by the Board of Directors or by any shareholder entitled
to vote for the election of directors, subject to the nomination having been
made in compliance with certain notice and informational requirements.

In light of these requirements, a shareholder may be deterred from
nominating an individual for election as a director. This provision is
designed to prevent nominations from the floor at the annual meeting without
advance notice and requires that sufficient information be provided regarding
each nominee. The Board of Directors believes that such disclosure is
beneficial and the elimination of the element of surprise will allow a more
reasonable consideration of the qualifications of all nominees.

ACTION BY WRITTEN CONSENT

Under the IBCA, DGCL and the Charters and by-laws of the Companies,
whenever shareholders are required or permitted to take any action by vote,
such action may be taken without a meeting pursuant to a written consent
setting forth the action so taken signed by the holders of all shares.
Wintrust's Articles and By-Laws prohibit shareholder action by written consent.
The purpose of this limitation is to require that all proposals be addressed at
the regularly scheduled meetings of shareholders, thereby creating sufficient
opportunity to disseminate information to all shareholders resulting in a more
reasonable consideration of matters by the shareholders.

MEETINGS OF SHAREHOLDERS

Under the IBCA, Wintrust shareholders holding not less than one-fifth
of the outstanding shares may call a special meeting of shareholders. A
majority of the outstanding shares entitled to vote for the transaction of any
business will generally constitute a quorum for a meeting of the shareholders
of Wintrust . Except as described below under the subheadings "Shareholder
Vote Required to Approve Business Combinations with Principal Shareholders" and
"Amendment of the Articles and By-Laws" a majority of the quorum is generally
required for the transaction of any general business. Extraordinary matters
such as a merger, consolidation, share exchange or sale of substantially all of
the assets of the corporation requires the affirmative vote of 2/3 of the
shares of the corporation. In addition, although it is not currently proposed
in the case of Wintrust, the IBCA permits the articles of incorporation of an
Illinois corporation to be amended to impose the requirement for any number or
percentage greater than a majority to constitute a quorum. In contrast, the
DGCL requires only the approval of a majority of the outstanding shares to
approve extraordinary matters.

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Wintrust's Articles and By-Laws permit the Board of Directors of
Wintrust to postpone any previously scheduled meeting and adjourn any
shareholder meeting at any time, whether or not a quorum is present. The
charters and by-laws of the Companies do not give this power to their
respective Boards of Directors. The Board of Directors of Wintrust believes
such a provision is necessary to ensure that shareholders are not asked to act
on matters without being fully informed.

SHAREHOLDER PROPOSALS

Under the Charters of the Companies there are no specific procedures
for the consideration of shareholder proposals, therefore proposals can be
introduced from the floor at an annual or special meeting of the shareholders.

Wintrust's By-Laws establish procedures that must be followed for a
shareholder to submit a proposal for consideration at a meeting of the
shareholders. No proposal for a shareholder vote may be submitted to the
shareholders by a shareholder unless such submitting shareholder has timely
filed with the Secretary of Wintrust a written statement setting forth
specified information, including the name and address of the shareholder making
the proposal, the class and number of shares of capital stock of Wintrust
beneficially owned by such shareholder, a brief description of the proposal and
the reasons for bringing such business before the annual meeting and any
material interest of the shareholder in such business. If the presiding
officer at any shareholders' meeting determines that any such proposal was not
made in accordance with these procedures or is otherwise not in accordance with
the law, such presiding officer may refuse to permit the matter to come before
the meeting.

In light of these requirements, a shareholder may be deterred from
bringing a matter before the shareholders. This provision is designed to
prevent the introduction of matters from the floor at a meeting without advance
notice and sufficient information. The Board of Directors believes that such
disclosure is beneficial and the elimination of the element of surprise will
allow a more reasonable consideration of the merits of the matter.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The indemnification of officers and directors of a corporation under
the IBCA, DGCL and the Charters and by-laws of the Companies is substantially
similar to the indemnification provided by the Articles and By-Laws of
Wintrust.

The Articles and By-Laws provide that Wintrust may indemnify its
officers and directors to the fullest extent provided by the IBCA. The IBCA
authorizes an Illinois corporation to indemnify any person made, or threatened
to be made, a party in any civil or criminal proceeding (other than an action
by or in the right of the corporation to procure a judgment in its favor) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another entity,
against judgments, fines, amounts paid in settlement and reasonable expenses
(including attorneys' fees actually and reasonably incurred by such person as a
result of such action or proceeding or any appeal therein). With respect to
actions by or in the rights of the corporation, the IBCA authorizes
indemnification of such person against reasonable expenses, including attorneys
fees, and amounts paid in settlement. To be entitled to indemnification, a
person must have acted in good faith and in a manner the person reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Court approval is required as a
prerequisite to indemnification of expenses in respect of any claim as to which
a person has been adjudged liable to the corporation. The IBCA requires
indemnification against expenses actually and reasonably incurred by any
director, officer, employee or agent in connection with a proceeding against
such person for action in such capacity to the extent that the person has been
successful on the merits or otherwise. Advancement of expenses (i.e., payment
prior to a determination on the merits) is permitted, but not required, by the
IBCA, which further requires that any director or officer must undertake to
repay such expenses if it is ultimately determined that such officer or
director is not entitled to indemnification. The disinterested members of the
board of directors or independent legal counsel or the shareholders must
determine, in each instance where indemnification is not required by the

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IBCA, that such director, officer, employee or agent is entitled to
indemnification. The IBCA provides that the indemnification provided by
statute is not exclusive.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, Wintrust has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

LIMITATION ON DIRECTORS' LIABILITY

Under the IBCA and DGCL, a corporation may limit or eliminate the
personal liability of directors to the corporation or its shareholders for
monetary damages for breach of fiduciary duty in such capacity. This
limitation on liability is not available for (i) a breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or involving intentional misconduct or a knowing violation of
law; (iii) any transaction in which the director derived an improper personal
benefit; or (iv) resulted in a violation of Section 8.65 of the IBCA, or
Section 174 of the DGCL, as the case may be, which, among other things,
prohibit certain dividend declarations, stock repurchases and redemptions.

Of the Companies, only the corporate governance documents of each of
Lake Forest and Crabtree provide for the limitation of liability for directors.
Wintrust's Articles provide for the limitation on directors' liability as
permitted by these statutes. In recent years, directors of corporations have
faced increasing personal liability for corporate decisions and significant and
increasing expenses in defending their actions. At the same time, liability
insurance for directors is costly. Such a provision is necessary if Wintrust
is to remain competitive for the services of the most highly qualified persons
and keep Wintrust's insurance costs manageable.

SHAREHOLDER VOTE REQUIRED TO APPROVE BUSINESS COMBINATIONS WITH PRINCIPAL
SHAREHOLDERS

Wintrust's Articles expressly elect to be governed by the provisions
of the IBCA fair price provision set forth in Section 7.85 of the IBCA with
respect to Interested Shareholder transactions. Under the IBCA, absent this
provision, business combinations, including mergers, consolidations and sales
of substantially all of the assets of a corporation must, subject to certain
exceptions, be approved by the vote of the holders of only a majority of the
outstanding shares of common stock of the corporation and any other affected
class of stock. Under the IBCA fair price provision and the Articles of
Wintrust, the approval of at least 80 percent of the shares is required in
connection with any transaction involving an Interested Shareholder except (i)
in cases where the proposed transaction has been approved in advance by a
majority of those members of Wintrust's Board of Directors who are unaffiliated
with the Interested Shareholder and were directors prior to the time when the
Interested Shareholder became an Interested Shareholder or (ii) if the proposed
transaction met certain conditions set forth therein which are designed to
afford the shareholders of Wintrust a fair price in consideration for their
shares, in which case approval of only a majority of the outstanding shares of
voting stock is required.

This provision of the Articles of Wintrust applies to any "Business
Combination," which is defined to include (i) any merger or consolidation of
Wintrust or any of its subsidiaries with or into any Interested Shareholder or
Affiliate or Associate (as defined in the Articles) of an Interested
Shareholder; (ii) any sale, lease, exchange, mortgage, transfer, or other
disposition to or with any Interested Shareholder or Affiliate or Associate of
10 percent or more of the assets of Wintrust on a consolidated basis; (iii) the
issuance or transfer to any Interested Shareholder or its Affiliate or
Associate by Wintrust (or any Subsidiary) of any securities of Wintrust in
exchange for any assets, cash or securities the value of which equals or
exceeds 10 percent of the consolidated assets of Wintrust; (iv) the adoption of
any plan for the liquidation or dissolution of Wintrust proposed by or on
behalf of any Interested Shareholder or Affiliate or Associate thereof; and (v)
any reclassification of securities, recapitalization, merger or consolidation
of Wintrust which has the effect of increasing the proportionate share of
Common Stock or any class of equity or convertible securities of Wintrust owned
directly or indirectly, by an Interested Shareholder or Affiliate or Associate
thereof.

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In a Business Combination involving cash or other consideration being
paid to Wintrust's shareholders, the consideration would be required to be
either cash or the same type of consideration used by the Interested
Shareholder in acquiring the largest portion of shares previously acquired by
such Interested Shareholder. In the case of payments to holders of Common
Stock, the per share fair market value of such payments generally would have to
be at least equal in value to the higher of (i) the highest per-share price
paid (including any brokerage commissions, transfer taxes and soliciting
dealers' fees) by the Interested Shareholder in acquiring any Wintrust Common
Stock during the two-year period prior to the first public announcement of the
proposed Business Combination (although not an Interested Shareholder at the
time of any such acquisitions) or in the transaction in which it became an
Interested Shareholder (whichever is higher); or (ii) the fair market value of
Wintrust shares on the first trading date after the date of such announcement
date or on the first trading date after the date on which the Interested
Shareholder became an Interested Shareholder (whichever is higher); in any case
appropriately adjusted for any stock dividend, stock split, combination of
shares or similar event.

In a Business Combination involving cash or other consideration being
paid to the holders of Wintrust shares other than Wintrust Common Stock, the
consideration would have to be at least equal in value to the higher of (i) the
highest per-share price (including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested Shareholder in acquiring
any Wintrust Common Stock during the two-year period prior to the first public
announcement of the proposed business combination (although not an Interested
Shareholder at the time of any such acquisitions) or in the transaction in
which it became an Interested Shareholder (whichever is higher); or (ii) the
highest per-share amount to which the holders of shares are entitled in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
Wintrust; or (iii) the fair market value of Wintrust shares on the first
trading date after such announcement date or the date on which the Interested
Shareholder became an Interested Shareholder (whichever is higher); and (iv)
the price per-share equal to the fair market value per-share determined in
(iii) above, multiplied by the ratio of (x) the highest per-share price paid by
the Interested Shareholder in acquiring any Wintrust Common Stock during the
two-year period prior to such announcement date (although not an Interested
Shareholder at the time of any such acquisitions) to (y) the fair market value
per-share on the first day in such two-year period upon which the Interested
Shareholder acquired any shares; in any case appropriately adjusted for any
stock dividend; stock split, combination of shares or similar event.

Fair price provisions are designed to impede two-step takeover
transactions which might otherwise result in disparate treatment of Wintrust's
shareholders. The Charters and by-laws of the Companies do not contain any
supermajority shareholder voting provisions or fair price provisions with
respect to transactions with interested parties.

AMENDMENT OF THE ARTICLES AND BY-LAWS

Amendment of the Articles must be approved by a majority vote of the
Board of Directors and also by a 2/3 vote of the outstanding shares of
Wintrust Common Stock, provided, however, that an affirmative vote of at least
85 percent of the outstanding voting stock entitled to vote is required to
amend or repeal certain provisions of the Articles, including provisions (i)
limiting voting rights, (ii) relating to certain business combinations, (iii)
limiting the shareholders ability to act by written consent, (iv) regarding the
number, classification of directors, filling of Board vacancies, newly created
directorships, indemnification of directors and officers by Wintrust and
limitation of liability for directors, (v) regarding shareholder proposals and
director nominations and (vi) regarding amendment of the foregoing super
majority provisions of Wintrust's Articles. Wintrust's By-Laws may be amended
only by the Board of Directors.

The charters and by-laws of the Companies do not contain any
supermajority shareholder vote requirement to amend the charters and by-laws of
the Companies.

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WINTRUST FINANCIAL CORPORATION

OPERATIONAL PHILOSOPHY

Upon effectiveness of the Reorganization, Wintrust will have five
direct wholly-owned subsidiaries: Lake Forest, Hinsdale, North Shore Bank,
Libertyville and Crabtree; and four second-tier operating subsidiaries: Lake
Forest Bank, Hinsdale Bank, Libertyville Bank and First Premium, each of which
will continue to be wholly-owned by its respective parent holding company.

The present senior management currently shared by the Companies are
anticipated to serve as the Wintrust executive officers after the Effective
Date and will continue to have responsibility for capital planning, long-term
strategic planning, marketing and advertising, financial management,
asset/liability management and technology, while the existing management teams
of the Banks and First Premium will continue to have the full managerial
responsibilities with respect to customer service and the ongoing day-to-day
operations of their respective subsidiaries. The boards of each of the Banks
and of First Premium will not be changed as a result of the Reorganization and
will continue after the Reorganization to have full oversight responsibilities
of their respective management teams.

After the Effective Date, the operations of the Companies will
continue to be conducted in substantially the same manner as presently
conducted. Each of the Companies has effectively competed in its respective
business niches by emphasizing quality products delivered through traditional
and state-of-the-art systems and by prioritizing highly responsive and
personalized attention to customer service. Management believes that these
operational objectives can be best achieved by retaining decision making in the
on-site Bank management personnel and their respective Bank boards, largely
comprised of local community leaders in each of the Banks' respective market
areas. To preserve the continuing interest of the shareholders of the banking
entities in the selection of their respective community Bank directors,
management plans to conduct annual "town hall" meetings at each of the Banks
for any Wintrust shareholders who are also depositors in that Bank, at which
time those shareholders in attendance would have the opportunity to contribute
to the Bank board selection process. Similarly, First Premium management and
its board will continue to manage the insurance premium finance operations in
order to allow Wintrust to maximize the benefit of the specialized expertise of
such persons in this financial services niche and to best preserve the many
insurance agent relationships key to the success of First Premium's business.

Management believes that, in addition to the operational efficiencies
of formally combining the shared senior management functions and the improved
access to more efficient sources of additional capital, the strategic
combination of the five Companies offers certain synergies to potentially
enhance profitability. While the Banks, as is typical for newly formed
retail-oriented banks, have generated core deposits in excess of earning asset
growth, First Premium utilizes external funding sources, such as its
securitization facility, to support planned growth in insurance premium
receivables. The Banks can potentially offer First Premium an alternative
lower cost funding source, while potential investments in premium finance
receivables originated by First Premium can offer the Banks an additional
source of higher yielding earning assets. This investment opportunity would be
consistent with the Banks' strategy of pursuing specialized earning asset
niches having large volumes of homogenous assets that can be acquired for the
Banks' portfolios, such as the indirect auto loan program currently in place,
and possibly sold in the secondary market to generate fee income. Management
intends to pursue opportunities to leverage off of the Companies' respective
asset/liability generating strengths.

MANAGEMENT OF WINTRUST

As provided in the Reorganization Agreement, the Board of Directors of
Wintrust will initially consist of 21 members comprised of certain members of
the currents boards of each of the Companies. Following consummation of the
Reorganization, the Wintrust Board will determine which directors will serve as
Class I, II and III directors to hold office for staggered three-year terms as
provided in the By-Laws. See "COMPARATIVE RIGHTS OF SHAREHOLDERS OF WINTRUST
AND THE COMPANIES -- Size and Classification of the Board of Directors." It is
currently anticipated that the Board will establish certain committees to
include, among possible

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others, an Audit Committee, Nominating Committee and Asset/Liability Management
Committee, with the full Board of Directors acting as the Compensation
Committee. The Wintrust Board is expected to meet quarterly and at such other
times deemed necessary. It is anticipated that the Wintrust Board may consider
commencing the payment of director fees for meeting attendance and committee
service on a basis as is reasonable and customary for similarly situated public
companies.

The names, ages and certain background information and the ages of the
persons designated in the Reorganization Agreement to constitute the initial
Board of Directors and the executive officers of Wintrust are provided below.

BOARD OF DIRECTORS

Howard D. Adams -- (63) Chairman and Chief Executive Officer of Wintrust.

Mr. Adams is a financier who, for more than the past 10 years, has
concentrated his investments and business activities primarily in diversified
financial services businesses. He was the principal organizer of each of the
Companies. Since 1986, Mr. Adams has served as Chairman of Crabtree and has
been an officer and director of its various subsidiaries, including First
Premium. Together with Edward J. Wehmer and certain other organizers, he
founded Lake Forest in 1991, Hinsdale in 1993, North Shore in 1994 and
Libertyville in 1995. He is currently the Chairman and a Director of Crabtree,
Lake Forest and Libertyville, and he is the Vice-Chairman and a Director of
North Shore and Hinsdale. He also serves as a director of each of the Banks
and First Premium.

Prior to 1986, Mr. Adams was associated in various capacities with the
firm of Booz, Allen & Hamilton Inc. for 23 years where he was the partner
responsible for domestic and international banking and financial consulting
services. When he departed from Booz Allen in 1986, he had been serving as the
senior advisor in those areas. Mr. Adams is a Trustee of the Chicago
Horticultural Society and Colby College of Waterville, Maine (retired) and is a
member of the Lake Forest Open Lands Association.

Edward J. Wehmer -- (42) President and Director of Wintrust.

Mr. Wehmer has been a principal organizer, together with Howard D.
Adams, of each of the banking organizations. He has served as the President of
Lake Forest and Lake Forest Bank since its establishment in 1991. Mr. Wehmer
serves as the Vice Chairman and a Director of Lake Forest, Hinsdale, North
Shore, Libertyville and each of the Banks.

Prior to joining Lake Forest, Mr. Wehmer was President and a director
of Lincoln National Bank, Chicago, Illinois and from 1985 to 1991, Senior Vice
President, Chief Financial Officer, and a director of its parent company, River
Forest Bancorp, Chicago, Illinois. Mr. Wehmer also served as a managing
director of that organization's six other banking subsidiaries and as President
of a mortgage banking subsidiary and a commercial finance subsidiary. Mr.
Wehmer is also a certified public accountant and earlier in his career spent
seven years with the accounting firm of Ernst & Whinney specializing in the
banking field and particularly in the area of bank mergers and acquisitions.
Mr. Wehmer is a Trustee of Barat College, Lake Forest, Illinois, and is
involved in several other charitable and fraternal organizations.

Lemuel H. Tate, Jr. -- (70) Director of Wintrust.

From 1982 to 1988, Mr. Tate was an executive with Northwestern
Telecommunication Services (now known as Northwestern Technologies Group) which
is a venture partnership company jointly owned by Northwestern University and
Northwestern Memorial Hospital Group. He retired as President and Chief
Operating Officer of the company in 1988. Since 1988, he has been active in
volunteer work in the local Chicago area. He is a member of the Evanston
Rotary Club and is active in the International Executive Service Corps. Since
establishment of North Shore, Mr. Tate has been Chairman and a Director of
North Shore and North Shore Bank,

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which opened in 1994, and he served on the Special Committee appointed by the
North Shore Board to consider the Reorganization.

Alan W. Adams -- (31) Director of Wintrust.

Mr. Adams has been Vice President/Lending at Lake Forest Bank since
August 1993 after obtaining his law degree. He is licensed to practice law in
the State of Illinois and is a member of the Illinois and American Bar
Associations. Prior to law school and his association with Lake Forest Bank,
Mr. Adams was the Senior Financial and Strategic Analyst for Crabtree from
March through August 1990. From 1987 through 1989, Mr. Adams was a commercial
lending representative for Harris Trust and Savings Bank, specializing in
banking relationships with companies in the food and agribusiness industries.
Mr. Adams serves on the board of directors of the Gorton Community Center and
the Associate Board of the Lake Forest Open Lands Association. He is the son
of Howard D. Adams.

Peter Crist -- (44) Director of Wintrust.

Mr. Crist is a partner with Crist Partners, Ltd., an executive search
firm he founded in 1994. Immediately prior thereto he was the Managing
Director of the Chicago office of Russell Reynolds Associates, Inc., the
largest executive search firm in the Midwest, where he was employed for more
than 18 years. He is a Director of Hinsdale and Hinsdale Bank, and he served
on the Special Committee appointed by the Hinsdale Board to consider the
Reorganization.

Maurice F. Dunne, Jr. -- (69) Director of Wintrust.

Mr. Dunne has been the President of Maurice F. Dunne Ltd., an
educational consulting firm, since September 1991. Prior thereto, he served as
President of the Graduate School of Management at Lake Forest College, Lake
Forest, Illinois for more than 25 years. Mr. Dunne also served as the chief
operating officer of the Northern Illinois Business Association from September
1991 to June 1993. Mr. Dunne is a Director of North Shore and Lake Forest and
each of their respective bank subsidiaries.

Eugene Hotchkiss III -- (68) Director of Wintrust.

Mr. Hotchkiss served as the President of Lake Forest College from 1970
to 1993 and has been the President Emeritus of Lake Forest College since 1993.
Since 1994, Mr. Hotchkiss has been the Senior Fellow of the Foundation for
Independent Higher Education, Lake Forest College. Mr. Hotchkiss is a Director
of Lake Forest and Lake Forest Bank.

James Knollenberg -- (48) Director of Wintrust.

Mr. Knollenberg serves as the President of First Premium, which he
helped organize, together with an experienced management team, in 1990. Mr.
Knollenberg has 25 years experience in corporate financial services. In 1975,
he co-founded Borg-Warner Insurance Finance Corp., the premium finance unit of
Borg Warner Financial Services, which was later acquired by Transamerica
Corporation. In the 1980's he served four years as Chief Financial Officer of
Willis Corroon's Brokerage Services Group followed by four years as Director of
Receivables Management for Sedgwick, Inc. Mr. Knollenberg is a Director of
First Premium.

John S. Lillard -- (66) Director of Wintrust.

Mr. Lillard spent more than fifteen years as an executive with JMB
Institutional Realty Corporation, a real estate investment firm, where he
served as President from 1979 to 1991 and as Chairman-Founder from 1992 to
1994. In addition, Mr. Lillard serves as a director of Cintas Corporation and
Stryker Corporation. Mr. Lillard was a general partner of Scudder Stevens &
Clark until joining JMB in 1979. Mr. Lillard is a Director of Lake Forest and
Lake Forest Bank.

52
<PAGE> 65
James E. Mahoney -- (59) Director of Wintrust.

From 1978 to present, Mr. Mahoney has been the owner and President of
Heidi's Cheese Products, Inc., Mundelein, Illinois. Mr. Mahoney is a Director
of Libertyville and Libertyville Bank, and he served on the Special Committee
appointed by the Libertyville Board to consider the Reorganization.

James B. McCarthy -- (45) Director of Wintrust.

From 1991 to present, Mr. McCarthy has been President and a Director
of Gemini Consulting Group, Inc., Oak Brook, Illinois, a management consulting
firm focusing on the health care industry. Mr. McCarthy is a Director of
Hinsdale and Hinsdale Bank, and he served on the Special Committee appointed by
the Hinsdale Board to consider the Reorganization.

Marguerite Savard McKenna -- (54) Director of Wintrust.

Ms. McKenna, an attorney, has practiced in Wilmette since 1983. She
is a member of the Rotary Club,the Wilmette Chamber of Commerce and the North
Suburban Bar Association. Ms. McKenna is a Director of North Shore and North
Shore Bank, and she served on the Special Committee appointed by the North
Shore Board to consider the Reorganization.

Tull Monsees -- (62) Non-voting Advisor to the Wintrust Board.

For over five years, Mr. Monsees has been a Senior Vice President with
Principal Financial Securities (and its two predecessor firms, Illinois Company
and Hamilton Investments), Chicago, Illinois. Mr. Monsees is a Director of
Crabtree, and he served on the Special Committee appointed by the Crabtree
Board to consider the Reorganization. He will serve as a non-voting advisor
to the Wintrust Board due to his affiliation with the securities brokerage
firm.

Albin F. Moschner -- (43) Director of Wintrust.

Mr. Moschner has been President and CEO and a director of Zenith
Electronics, Glenview, Illinois, since 1991. Previously he held the positions
of Chief Operating Officer and Senior Vice President of Operations. Mr.
Moschner is also a director of Polaroid Corporation and Pella Windows. Mr.
Moschner is a Director of Lake Forest and Lake Forest Bank, and he served on
the Special Committee appointed by the Lake Forest Board to consider the
Reorganization.

Hollis W. Rademacher -- (60) Director of Wintrust.

Mr. Rademacher is currently self-employed as a business consultant and
private investor. He has participated with Mr. Adams and Mr. Wehmer as an
organizer of three of the four Banks. From 1957 to 1993, Mr. Rademacher held
various positions, including Officer in Charge, U.S. Banking Department and
Chief Credit Officer, of Continental Bank, N.A., Chicago, Illinois, and from
1988 to 1993 held the position of Chief Financial Officer. Mr. Rademacher
currently serves as a director of Schawk, Inc., Cityscape Financial Corp.,
Anthem Financial, Inc., Continere Corp., Kirke/Van Orsdel, Inc., Harker's
Distribution, Inc. and Banker's Systems, Inc. He is a Director of North Shore,
Hinsdale, Libertyville, Lake Forest and each of the Banks.

J. Christopher Reyes -- (42) Director of Wintrust.

Since 1979, Mr. Reyes has been Chairman and President of Chicago
Beverage Systems, Inc., a beverage distributor headquartered in Lake Forest,
Illinois. Mr. Reyes is a Director of Lake Forest and Lake Forest Bank, and he
served on the Special Committee appointed by the Lake Forest Board to consider
the Reorganization.

53
<PAGE> 66
John N. Schaper -- (44) Director of Wintrust.

Mr. Schaper is a general agent for American United Life Insurance
Company. Mr. Schaper is a Director of Libertyville and Libertyville Bank, and
he served on the Special Committee appointed by the Libertyville Board to
consider the Reorganization.

John J. Schornack -- (65) Director of Wintrust.

Mr. Schornack is Chairman and CEO of KraftSeal Corporation, Lake
Forest, Illinois. From 1955 to 1991 Mr. Schornack was a certified public
accountant with Ernst & Young, serving most recently as Vice Chairman and
Managing Partner of the Midwest Region. Mr. Schornack also serves as Chairman
and a director of Binks Manufacturing Company and is the Chairman of the Board
of Trustees at Barat College, Lake Forest, Illinois. Mr. Schornack is a
Director of North Shore and North Shore Bank, and he served on the Special
Committee appointed by the North Shore Board to consider the Reorganization.

Jane R. Stein -- (52) Director of Wintrust.

Ms. Stein is currently the Executive Director of the Lake County
Medical Society, Vernon Hills, Illinois, a not-for-profit professional
association. Ms. Stein is a Director of Libertyville and Libertyville Bank,
and she served on the Special Committee appointed by the Libertyville Board to
consider the Reorganization.

Katharine V. Sylvester -- (56) Director of Wintrust.

M. Sylvester has been active in civic affairs in the Hinsdale area for
many years. She is on the Board of Trustees of the Hinsdale Community House
and is an Associate Member of the Women's Auxiliary of the Robert Crown Center
for Health Education, and an Associate Member of the Women's Board of the
Rehabilitation Institute of Chicago. Ms. Sylvester is a Director of Hinsdale
and Hinsdale Bank, and she served on the Special Committee appointed by the
Hinsdale Board to consider the Reorganization.

Larry Wright -- (56) Director of Wintrust.

For the past 32 years, Mr. Wright has been Vice President of Milbank
Corporation, Chicago, Illinois, an investment advisory firm. He is a Director
of Crabtree, and he served on the Special Committee appointed by the Crabtree
Board to consider the Reorganization.

EXECUTIVE OFFICERS

The following persons, all of whom are currently employed on a shared
basis by each of the banking Companies or otherwise provide consulting services
to each of the Companies, are designated in the Reorganization Agreement to
serve as the executive officers of Wintrust following the Effective Date.

Howard D. Adams -- (63) Chairman and Chief Executive Officer of Wintrust.

Mr. Adams will serve as Wintrust's Chief Executive Officer and will
oversee the long-term strategic, marketing and organizational planning of the
Company. See the description above under "Board of Directors" for biographical
information.

Edward J. Wehmer -- (42) President and Director of Wintrust.

Mr. Wehmer will serve as Wintrust's President and perform the
functions of the Chief Operating Officer. Accordingly, he will be responsible
for overseeing the execution of Wintrust's day-to-day operations and strategic
initiatives. Mr. Wehmer will continue to serve as President of Lake Forest and
its subsidiary following the Reorganization. See the description above under
"Board of Directors" for biographical information.

54
<PAGE> 67
David A. Dykstra -- (35) Executive Vice President, Chief Financial Officer and
Treasurer of Wintrust.

Mr. Dykstra will serve as Wintrust's Chief Financial Officer and will
oversee all financial affairs of Wintrust, including internal and external
financial reporting. Mr. Dykstra currently serves as an Executive Vice
President and Chief Financial Officer of Lake Forest, Hinsdale, North Shore,
Libertyville and each of the Banks. Prior thereto, Mr. Dykstra was employed
from 1990 to 1995 in a similar capacity by River Forest Bancorp, Inc., Chicago,
Illinois, most recently holding the position of Senior Vice President and Chief
Financial Officer. Prior to his association with River Forest Bancorp, Mr.
Dykstra spent seven years with KPMG Peat Marwick, most recently holding the
position of Audit Manager in the Financial Institutions practice. In addition
to various civic and charitable activities, Mr. Dykstra is a Trustee of the
Village of Lake Villa. Mr. Dykstra is a Director of Libertyville and
Libertyville Bank.

Lloyd M. Bowden -- (42) Executive Vice President -- Technology.

Mr. Bowden will serve as Executive Vice President - Technology for
Wintrust and will be responsible for planning, implementing and maintaining all
aspects of the Banks' internal data processing systems and technology designed
to service the Banks' customer base. Mr. Bowden joined the Companies in April
1996 to serve as the Director of Technology at Lake Forest, Hinsdale, North
Shore and Libertyville with responsibility for implementing technological
improvements to enhance customer service capabilities and operational
efficiencies. Prior thereto, he was employed by Electronic Data Systems, Inc.
in various capacities since 1982, most recently in an executive management
position with the Banking Services Division and previously in the Banking Group
of the Management Consulting Division.

Robert F. Key -- (41) Executive Vice President -- Marketing.

Mr. Key will serve as the Executive Vice President - Marketing for
Wintrust and will direct all advertising and marketing programs for each of the
Companies. Mr. Key joined the Companies in March 1996 to serve as Executive
Vice President of Marketing at Lake Forest, Hinsdale, North Shore and
Libertyville. From 1978 through March 1996, Mr. Key was a Vice
President/Account Director at Leo Burnett Company where he most recently had
responsibility for the $30 million advertising budget of a $600 million
business.

55
<PAGE> 68
PRO FORMA BENEFICIAL OWNERSHIP INFORMATION

The table below sets forth the pro forma beneficial ownership of
Wintrust Common Stock of (i) each director nominee of Wintrust as designated in
the Reorganization Agreement; (ii) each proposed executive officer of Wintrust
as designated in the Reorganization Agreement; (iii) such director nominees and
executive officers as a group; and (iv) all other persons anticipated to be
holders of or who might be deemed to be the beneficial owner of more than five
percent of the Wintrust Common Stock to be outstanding upon the Effective Date
of the Reorganization. For more detailed information regarding beneficial
ownership of the respective Companies, see "Management Ownership of Common
Stock" and "Beneficial Ownership of Certain Shareholders" under "NORTH SHORE
COMMUNITY BANCORP, INC.," "LAKE FOREST BANCORP, INC.," "HINSDALE BANCORP,
INC.," "LIBERTYVILLE BANCORP, INC." and "CRABTREE CAPITAL CORPORATION."

<TABLE>
<CAPTION>
PRO FORMA
TOTAL TOTAL TOTAL TOTAL TOTAL WINTRUST %
LAKE FOREST HINSDALE NORTH SHORE LIBERTYVILLE CRABTREE PRO FORMA OWNERSHIP
BENEFICIAL BENEFICIAL BENEFICIAL BENEFICIAL BENEFICIAL BENEFICIAL OF
OWNERSHIP OWNERSHIP OWNERSHIP OWNERSHIP OWNERSHIP OWNERSHIP(1)(2) WINTRUST(1)(2)
---------- --------- ----------- --------- --------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
DIRECTOR NOMINEES OF WINTRUST
- -----------------------------
Alan W. Adams(3) . . . . . . . . . 4,840 1,050 9,402 15,659 20,433 188,904 2.88%
Howard D. Adams(4)** . . . . . . . 18,090 22,083 6,368 5,300 123,141 508,161 7.78%
Peter Crist . . . . . . . . . . . . -- 3,210 1,000 1,000 -- 28,557 *
Maurice F. Dunne, Jr. . . . . . . . 1,780 2,100 2,882 2,200 -- 53,623 *
Eugene Hotchkiss III . . . . . . . 334 -- -- 200 -- 4,036 *
James Knollenberg . . . . . . . . . 200 300 300 300 61,361 79,111 1.20%
John S. Lillard . . . . . . . . . . 3,966 -- 1,623 1,000 -- 50,768 *
James E. Mahoney . . . . . . . . . -- -- -- 1,620 -- 6,522 *
James B. McCarthy . . . . . . . . . -- 2,717 -- -- -- 16,394 *
Marguerite Savard McKenna . . . . . -- -- 3,162 600 -- 18,737 *
Tull Monsees+ . . . . . . . . . . . -- -- -- -- 40,800 48,279 *
Albin F. Moschner. . . . . . . . . 400 -- -- -- -- 3,869 *
Hollis W. Rademacher . . . . . . . -- 2,590 3,194 3,995 -- 48,198 *
J. Christopher Reyes . . . . . . . 3,414 4,400 5,083 4,000 -- 101,915 1.56%
John N. Schaper . . . . . . . . . . -- -- -- 300 -- 1,208 *
John J. Schornack . . . . . . . . . -- -- 1,952 -- -- 10,076 *
Jane R. Stein . . . . . . . . . . . -- -- -- -- -- -- *
Katharine V. Sylvester . . . . . . -- 980 -- -- -- 5,913 *
Lemuel H. Tate . . . . . . . . . . -- -- 3,113 100 -- 16,471 *
Edward J. Wehmer** . . . . . . . . 10,884 6,936 8,989 7,350 -- 223,125 3.36%
Larry Wright(5) . . . . . . . . . . 14,650 20,400 15,600 2,500 123,753 501,836 7.62%
------ ------ ------ ------ ------- --------- -----
Total Directors . . . . . . . . . 59,558 66,766 62,668 46,124 369,488 1,915,703 29.21%

NON-DIRECTOR EXECUTIVE OFFICERS
- -------------------------------
Lloyd M. Bowden . . . . . . . . . . 455 625 667 1,000 -- 15,641 *
David A. Dykstra . . . . . . . . . 550 500 175 1,958 -- 17,123 *
Robert F. Key . . . . . . . . . . . 409 563 600 900 -- 14,074 *
------ ------ ------ ------ ------- --------- ------

Total Directors and
Executive Officers 60,972 68,454 64,110 49,982 369,488 1,962,541 29.93%
====== ====== ====== ====== ======= ========= ======

OTHER SIGNIFICANT SHAREHOLDERS
- ------------------------------
Milbank Corporation(6) . . . . . . 15,650 20,990 15,600 2,500 124,453 515,897 7.92%
</TABLE>

- -------------------
* Less than 1%
** Denotes executive officer (in addition to director status)

+ Denotes a non-voting advisor to the Board of Directors

56
<PAGE> 69

(1) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(2) Assumes no exercise prior to the Reorganization of outstanding options,
rights or warrants and gives effect to the Reorganization, including (i)
the anticipated election by the holders of the First Premium Warrants to
receive as part of the exchange of such warrants an aggregate of 411,673
additional shares of Wintrust Common Stock to be outstanding immediately
following the Effective Date of the Reorganization and (ii) the
anticipated exchange of warrants of North Shore, Hinsdale, and
Libertyville for 9,142, 33,173, and 24,882 additional shares of Wintrust
Common Stock, respectively, to be outstanding immediately following the
Effective Date of the Reorganization. See "Common Stock Warrants" under
"TERMS OF THE REORGANIZATION." Includes shares deemed beneficially owned
by such persons in any of the other Companies, giving effect to the
applicable Exchange Ratios. Also gives effect to the cancellation of
intercompany share ownership as provided in the Reorganization Agreement.

(3) Includes shares held or to be held in certain family trusts for the
benefit of Alan W. Adams and with respect to which he has shared voting
and investment power. Does not include shares held or to be held in
certain other family trusts (for which Alan W. Adams does not act as
co-trustee) and does not include shares held or to be held directly by, or
indirectly through other family trusts for the benefit of Sarah K. Adams,
Alan Adams' sister. Sarah K. Adams and Alan W. Adams are the two adult
children of Howard D. Adams.

(4) Includes shares to be held in certain family trusts for the benefit of Mr.
Howard D. Adams' children or in charitable foundations with respect to
which either Mr. Adams or his wife has voting power and with respect to
which Mr. Adams disclaims beneficial ownership. Does not include shares
to be held directly by, or indirectly through certain other family trusts
(for which neither Mr. Adams nor his wife act as co-trustees) for the
benefit of, Mr. Adams' two adult children. See the footnotes to
beneficial ownership tables in the section "Management Ownership of Common
Stock" under each of "NORTH SHORE COMMUNITY BANCORP, INC.," "LAKE FOREST
BANCORP, INC.," "HINSDALE BANCORP, INC.," "LIBERTYVILLE BANCORP, INC.,"
AND "CRABTREE CAPITAL CORPORATION" for additional information.

(5) Includes (i) 16,393 shares to be held directly by Larry Wright; (ii) 5,804
shares to be held by Milbank Corporation ("Milbank") of which Mr. Wright
is an officer, director and principal shareholder and with respect to
which shares he exercises shared voting and investment power; (iii) 22,611
shares to be held by an employee retirement plan of Milbank of which Mr.
Wright is a trustee with shared voting and investment power; (iv) 377,588
shares to be held in Deerpath Investments LLP, a limited partnership
("Deerpath"), to which Milbank serves as investment advisor and with
respect to which Mr. Wright exercises shared voting and investment power;
and (v) 4,827 shares to be held in certain family trusts of another
officer of Milbank with respect to which certain officers of Milbank act
as co-trustees and exercise shared voting power. Also includes 74,612
shares to be issued and/or subject to Wintrust Warrants giving effect to
the exchange of the outstanding First Premium common stock warrants as
contemplated by the Reorganization Agreement. See footnote (6) below for
a description of Milbank's total pro forma beneficial ownership which
includes that of Mr. Wright.

(6) Includes (i) 16,393 shares to be held by Larry Wright, a director of
Crabtree, and an aggregate of 4,388 shares to be held or to be subject to
currently exercisable options held by Robert D. Harnach, a director of
Lake Forest and Hinsdale, each of whom are officers of Milbank; (ii) 5,804
shares to be held by Milbank; (iii) 22,611 shares to be held by an
employee retirement plan of Milbank of which Mr. Wright and Mr. Harnach
are trustees with voting and investment power; (iv) 377,588 shares to be
held in Deerpath to which Milbank serves as investment advisor and with
respect to which Mr. Wright and Mr. Harnach exercise shared voting and
investment power; and (v) 14,500 shares to be held in certain family
trusts of another officer of Milbank with respect to which certain
officers of Milbank act as co-trustees and exercise shared voting power.
Also includes an aggregate of 74,612 shares to be issued and/or subject to
Wintrust Warrants giving effect to the exchange of the outstanding First
Premium common stock warrants as contemplated by the Reorganization
Agreement. See footnote (5) above for a description of the pro forma
beneficial ownership of Mr. Wright included within that of Milbank.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid, on a pro forma
combined basis giving effect to the Reorganization, to the Chairman and Chief
Executive Officer and the four other most highly paid executive officers (the
"Named Executive Officers"), for 1995 and 1994 and the aggregate salary and
certain other compensation estimated to be paid in 1996 based on current
compensation arrangements between such person and any of the

57
<PAGE> 70

Companies. Following consummation of the Reorganization, it is anticipated
that Wintrust will, together with its subsidiaries, enter into employment
agreements with each member of senior management, including the Named Executive
Officers. Such agreements are expected to provide for non-compete agreements
and reasonable and customary benefits and severance arrangements. While the
terms of such agreements have not yet been negotiated with the employees, it is
expected that the base salaries provided for will not differ materially from
the amounts estimated below.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
---------------------------------------- -------------
OTHER
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING COMPEN-
NAME AND SALARY (5) BONUS SATION (2) OPTIONS/ SATION (4)
PRINCIPAL POSITION YEAR ($) ($) ($) SARS (#) ($)
------------------ ---- ----------- ---------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Howard D. Adams(6) 1996 250,000 --(1) --(2) -- --
Chairman and CEO 1995 190,000 43,000 629 -- --
1994 141,000 10,000 -- -- --

Edward J. Wehmer(7) 1996 395,000 --(1) --(2) -- --
Chief Operating 1995 326,250 43,000 5,935 -- 3,482
Officer 1994 255,000 25,000 4,862 -- --

David A. Dykstra 1996 155,000 --(1) --(2) 2,799 --
Exec. Vice President & 1995 80,889 12,000 2,486 30,880 --
Chief Financial 1994 N/A N/A N/A -- --
Officer

Robert F. Key 1996 121,233 15,000(3) --(2) 29,226 --
Exec. Vice President & 1995 N/A N/A N/A -- --
Director of Marketing 1994 N/A N/A N/A -- --

Lloyd M. Bowden 1996 90,082 10,000(3) --(2) 18,671 --
Exec. Vice President & 1995 N/A N/A N/A -- --
Director of 1994 N/A N/A N/A -- --
Technology
</TABLE>

____________________________

(1) Mr. Adams, Mr. Wehmer, and Mr. Dykstra are entitled to be paid
discretionary bonuses as determined by the compensation committee of the
Board of Directors. To date, no such bonuses have been approved or paid.

(2) Other compensation represents the sum of compensation for the use of a
Company car and/or the payment of club dues.

(3) Mr. Key and Mr. Bowden were employed by North Shore, Lake Forest, Hinsdale,
and Libertyville on March 11, 1996 and April 1, 1996, respectively. The
bonus amounts presented represent the aggregate signing bonus paid to these
individuals in 1996. Mr. Key and Mr. Bowden are also entitled to be paid
additional discretionary bonuses as determined by the compensation
committee of the Board of Directors. To date, no such additional bonuses
have been approved or paid.

(4) Represents compensation to the executive officer for the aggregate life
insurance premium paid on behalf of the named executive officer by any of
the Companies.

(5) The 1996 salary amount presented for each individual reflects the
aggregated base annual salary amounts expected to be paid in 1996 based on
the number of days employed in 1996 and the aggregate salaries currently
received by the Named Executive Officers.

(6) Howard D. Adams also received a salary from HDA of $50,000 for 1995 and
1994 and is receiving the same amount in 1996. Such amounts are not
included as compensation in the above table. HDA receives income in the
form of consulting

58
<PAGE> 71
fees from Crabtree for Mr. Adams' services. Specifically, consulting fees
of $46,671, $142,692 and $111,030 were received for the four months ended
April 30, 1996, the year ended December 31, 1995 and the year ended
December 31, 1994, respectively. HDA is owned by the Alan W. Adams Family
Trust and the Sarah K. Adams Family Trust.

(7) During 1996, Edward J. Wehmer entered into deferred compensation plans with
Libertyville and Lake Forest. The deferred compensation plans are in the
form of "Phantom Stock Agreements" whereby the amount of compensation
deferred is equal to the value which Mr. Wehmer would have received had he
held 6,000 shares of Libertyville and 1,300 shares of Lake Forest as of the
date of the awards, respectively.

The information presented below summarizes certain information, on a
pro forma combined basis giving effect to the Reorganization, about the
Wintrust Common Stock underlying options which were granted in 1995 by the
Companies to the Named Executive Officers.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
% OF
TOTAL
NUMBER OF OPTIONS/ POTENTIAL REALIZABLE
WINTRUST SARS VALUE AT ASSUMED
SHARES GRANTED TO ANNUAL RATES OF
UNDERLYING EMPLOYEES EXERCISE STOCK PRICE
OPTIONS/ IN FISCAL OR BASE EXPIRATION APPRECIATION
SARS YEAR (1) PRICE DATE FOR OPTION TERM
NAME GRANTED ($/SH)(1) 5% 10%
---- ---------- ---------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Howard D. Adams . . . -- -- -- -- -- --
Edward J. Wehmer . . -- -- -- -- -- --
David A. Dykstra . . 30,880 18.38% --(2) 2005 $207,850 $526,732
Robert F. Key . . . . -- -- -- -- -- --
Lloyd M. Bowden . . . -- -- -- -- -- --
</TABLE>

_______________
(1) All information is presented on a pro forma combined basis assuming each of
the Companies' options and exercise prices have been converted by giving
effect to the Exchange Ratios and represent on a pro forma basis options to
purchase shares of Wintrust Common Stock.

(2) The exercise price per share is $9.30 for options to purchase 11,608 shares
of Wintrust Common Stock; $10.77 for options to purchase 7,241 shares of
Wintrust Common Stock; $11.62 for options to purchase 6,194 shares of
Wintrust Common Stock; and $12.42 for options to purchase 5,837 shares of
Wintrust Common Stock.

59
<PAGE> 72
The following table summarizes the number and value of stock options
relating to Wintrust Common Stock, on a pro forma combined basis giving effect
to the Reorganization, that were unexercised at December 31, 1995. No stock
options were exercised by the named executives during 1995 or the first quarter
of 1996.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
DECEMBER 31, 1995 (#) DECEMBER 31, 1995 ($)
SHARES --------------------- ---------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE(1) UNEXERCISABLE(1)
---- ---------------- ------------ --------------------- ---------------------
<S> <C> <C> <C> <C>
Howard D. Adams . . . . -- -- 11,234/2,902 18,349/10,500
Edward J. Wehmer . . . -- -- 84,622/31,458 413,658/144,354
David A. Dykstra . . . -- -- 4,712/26,168 9,000/45,000
Robert F. Key . . . . . -- -- --/-- --/--
Lloyd M. Bowden . . . . -- -- --/-- --/--
</TABLE>

__________________
(1) The numbers and amounts in the above table represent, on a pro forma
combined basis giving effect to the Reorganization, shares of Wintrust
Common Stock subject to stock options that were unexercised as of December
31, 1995, assuming such options had been converted to reflect the
respective Company's Exchange Ratio.

PROPOSED PUBLIC OFFERING; ADDITIONAL BANK FINANCING

It is anticipated that Wintrust will need additional capital to
support further growth in assets at a number of the Banks within the next six
months to a year. The Reorganization offers each of the Companies the benefit
of raising capital as a larger organization with greater access to more
efficient capital markets and the opportunity to potentially obtain more
favorable terms. It is anticipated that Wintrust may seek to raise up to $20
million of equity and/or debt capital in 1996.

In addition, on July 17, 1996, management received a commitment from
LaSalle National Bank to provide a revolving line of credit for up to $25
million to Wintrust, subject to consummation of the Reorganization, at a
floating rate of interest equal to either the lender's prime rate or, at the
borrower's option, LIBOR plus 150 basis points, using 30, 60, 90 or 180 day
contracts. The line would be secured by a pledge of all of the common stock of
the Banks and Crabtree Capital Corporation. Such line would replace the
existing $5.0 million line at Lake Forest, the $4.0 million line at North
Shore, the $3.0 million line at Hinsdale and the $250,000 note at Crabtree
(which is personally guaranteed by Howard D. Adams).

Among other capital raising alternatives, management has considereda
possible public or private offering of shares of Wintrust Common Stock, which
may be targeted to investors residing in new market areas being targeted by the
Banks or Wintrust. While there can be no assurance that Wintrust will
determine to pursue a public offering of Wintrust Common Stock to raise capital
in the near term, should Wintrust proceed with an underwritten public offering
of its shares, it is expected that a market for Wintrust Common Stock may
develop which would provide a source of liquidity to investors in the
Companies. It is also anticipated that, whether or not Wintrust undertakes a
public offering, certain broker-dealer firms may commence to make a market in
the Wintrust shares following the Reorganization. Management is unable to
predict at what price such a market, if any, may develop or, if a market does
develop, whether active trading would occur. See "RISK FACTORS AND CERTAIN
OTHER CONSIDERATIONS -- Limited Market for Shares."

60
<PAGE> 73
POSSIBLE ACQUISITION

Following consummation of the Reorganization, it is expected that the
Board of Directors and management of Wintrust will consider the feasibility of
acquiring a fifth bank currently in organization by Howard D. Adams, Edward J.
Wehmer and certain other persons who are directors and/or executive officers of
one or more of the Companies and may serve as directors and/or executive
officers of Wintrust. Management had initially considered the possibility of
including this entity as a party to the Reorganization but determined that
there were too many difficulties at that time in appropriately valuing the
entity in its early stage of organization. See "BACKGROUND OF THE
REORGANIZATION."

Organizational efforts relating to the fifth bank that have been
completed to date include identifying a favorable location and securing a lease
for the bank site in a northwestern suburban community, commencement of the
bank regulatory application process and initial discussions with potential
candidates to serve as bank personnel. The organizers have initially
capitalized an Illinois corporation, Wolfhoya Investments, Inc. ("Wolfhoya"),
with $526,000 to fund organizational expenses relating to the de novo bank
formation and hold certain warrants to acquire additional shares in Wolfhoya.

The organizers believe that acquiring Wolfhoya in its organizational
phase could provide Wintrust an attractive opportunity to expand its franchise
into an affluent community not yet served by the other Banks where the same
community banking concept and similar marketing strategies can be successfully
employed to achieve significant growth in deposits. Accordingly, the
organizers have indicated their willingness to sell Wolfhoya to Wintrust after
consummation of the Reorganization; however, the terms of any such transaction
would be subject to negotiation by Wintrust after the Reorganization and would
require approval by the disinterested members of the Wintrust Board of
Directors. Consequently, there can be no assurances when or if this possible
acquisition may be consummated.

DIVIDEND POLICY

Pre-Reorganization Dividend Policy. None of the banking Companies has
since inception nor has Crabtree during the past five years declared or paid
any dividends. The Reorganization Agreement prohibits the Companies from
declaring or paying any dividend on, or making any other distribution in
respect of, its outstanding shares of capital stock pending consummation of the
Reorganization.

Post-Reorganization Dividend Policy. It is the current intention of
the Board of Directors of Wintrust to declare cash dividends on the Wintrust
Common Stock following the Reorganization. Shareholders should note that no
such dividends have previously been declared and that all future dividends will
be determined by the Wintrust Board of Directors in light of earnings and
financial condition of Wintrust and its subsidiaries and other factors,
including applicable governmental regulations and policies and any limitations
imposed by the terms of existing credit agreements. In that regard, Wintrust
is a separate and distinct entity from its banking and non-banking
subsidiaries, and the principal sources of Wintrust's income are dividends and
interest from such subsidiaries. Payment of dividends by Wintrust's banking
subsidiaries is subject to certain restrictions under applicable governmental
regulations. See "RISK FACTORS AND CERTAIN OTHER CONSIDERATIONS -- Regulatory
Restrictions on Dividends."

REPORTS TO SHAREHOLDERS

After the Effective Date, Wintrust will become subject to the periodic
financial reporting requirements of the Securities and Exchange Act of 1934
(the "Exchange Act"), including but not limited to filing with the Commission
annual reports on Form 10-K within 90 days of year- end, quarterly reports on
Form 10-Q within 45 days of the quarter end, and other current reports on Form
8-K. It is anticipated that Wintrust shareholders will begin receiving
quarterly and annual reports after the close of the 1996 third quarter.
Neither Wintrust nor any of the Companies has ever been previously subject to
the Exchange Act.

61
<PAGE> 74
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following Unaudited Pro Forma Condensed Combined Statement of
Condition as of March 31, 1996 combines the historical consolidated statements
of condition of each of the Companies as if the Reorganization had occurred on
that date after giving effect to pro forma adjustments described in the
accompanying notes.

Also presented are the Pro Forma Condensed Combined Statements of
Operations for the three-month period ended March 31, 1996, and the years ended
December 31, 1995, 1994 and 1993, giving effect to the Reorganization as if it
had been consummated at the beginning of the earliest period presented. The
pro forma information is based on the historical consolidated financial
statements of the Companies presented elsewhere herein, giving effect to the
proposed transaction under the "pooling-of-interests" method and on the
assumptions and adjustments set forth in the accompanying notes to the pro
forma condensed consolidated financial statements. These pro forma statements
may not be indicative of the results of operations that actually would have
occurred if the Reorganization had been consummated on the date indicated or
which may occur in the future.

The Unaudited Pro Forma Condensed Combined Financial Information
should be read in conjunction with the separate historical consolidated
financial statements and related footnotes of each of the Companies.

62
<PAGE> 75
PRO FORMA CONDENSED COMBINED STATEMENT OF CONDITION
(UNAUDITED)

<TABLE>
<CAPTION>
MARCH 31, 1996
-----------------------------------------------------------

NORTH SHORE LAKE
COMMUNITY FOREST HINSDALE LIBERTYVILLE CRABTREE
BANCORP BANCORP, BANCORP, BANCORP, CAPITAL
INC. INC. INC. INC. CORP.
-----------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and demand balances due from banks . $3,739 $4,291 $1,612 $642 $585
Money market assets:
Interest-bearing deposits at banks . . 10,000 100 -- 9,000 --
Federal funds sold . . . . . . . . . . 8,875 18,855 10,221 11,285 --
Investment securities . . . . . . . . . . 12,054 62,467 32,440 4,588 --
Loans . . . . . . . . . . . . . . . . . . 74,338 121,055 67,505 22,311 14,564
Less: allowance for possible loan
losses . . . . . . . . . . . . . . . 510 950 583 130 788
--- --- --- ---- ---
Loans, net . . . . . . . . . . . . . . . 73,828 120,105 66,922 22,181 13,776

Premises and equipment, net . . . . . . . 7,107 8,098 5,085 4,064 1,007
Goodwill and organization costs . . . . . 288 44 76 101 --
Other assets . . . . . . . . . . . . . . 2,047 2,390 2,189 681 2,796
-------- -------- -------- ------- -------
Total assets . . . . . . . . . . . . . . $117,938 $216,350 $118,545 $52,542 $18,164
======== ======== ======== ======= =======
Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing . . . . . . . . . 12,569 17,094 10,471 7,282 --
Interest-bearing . . . . . . . . . . . 93,671 182,927 95,921 35,293 --
------- ------- ------ ------ -------
Total deposits . . . . . . . . . . . . . 106,240 200,021 106,392 42,575 --
Accrued interest and other expenses . . . 291 1,282 577 219 8,895
Notes and loans payable . . . . . . . . . -- 3,952 1,800 361 4,400
Subordinated notes payable . . . . . . . -- -- -- -- 1,999
------- ------- ------- ------ -------
TOTAL LIABILITIES . . . . . . . . . . . . 106,531 205,255 108,769 43,155 15,294
------- ------- ------- ------ -------

Minority interest . . . . . . . . . . . . -- -- -- -- 212
Stockholders' equity
Common stock . . . . . . . . . . . . . 254 161 207 206 1,032
Convertible warrants . . . . . . . . . 25 -- 25 25 --
Convertible preferred stock . . . . . -- 3 -- 500 --
Surplus . . . . . . . . . . . . . . . 12,161 9,549 9,506 8,994 17,971
Undivided profit (deficit) . . . . . . (1,032) 1,185 19 (338) (16,180)
Less: Treasury shares . . . . . . . . -- -- -- -- (165)
Net unrealized gain (loss) --
securities available-for-sale,
net of tax . . . . . . . . . . . . . (1) 197 19 -- --
-------- -------- -------- ------- -------
Total stockholders' equity . . . . . . . 11,407 11,095 9,776 9,387 2,658
-------- -------- -------- ------- -------
Total liabilities and stockholders'
equity . . . . . . . . . . . . . . . . . $117,938 $216,350 $118,545 $52,542 $18,164
======== ======== ======== ======= =======
</TABLE>

MARCH 31, 1996
------------------------------------------------------------------
PRO FORMA ADJUSTMENTS
------------------------------------------------- COMBINED
DEBIT CREDIT PRO FORMA
-------------------- ----------------------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and demand balances due from banks . $850 (E) $10,019
Money market assets:
Interest-bearing deposits at banks . . 19,100
Federal funds sold . . . . . . . . . . 49,236
Investment securties . . . . . . . . . . 3,375 (A) 108,174
Loans . . . . . . . . . . . . . . . . . . 299,773
Less: allowance for possible loan
losses . . . . . . . . . . . . . . 2,961
--------
Loans, net . . . . . . . . . . . . . . . 296,812

Premises and equipment, net . . . . . . . 25,361
Goodwill and organization costs . . . . . 509
Other assets . . . . . . . . . . . . . . 10,103
--------
Total assets . . . . . . . . . . . . . . $519,314
========
Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing . . . . . . . . . 47,416
Interest-bearing . . . . . . . . . . . 407,812
--------
Total deposits . . . . . . . . . . . . . 455,228
Accrued interest and other expenses . . . $106 (A) 11,158
Notes and loans payable . . . . . . . . . 10,513
Subordinated notes payable . . . . . . . 499 (D) 1,500
--------
TOTAL LIABILITIES . . . . . . . . . . . . 478,399
--------

Minority interest . . . . . . . . . . . . 212 (D) --
Stockholders' equity
Common stock . . . . . . . . . . . . . 1,656 (A)(B)(E) 6,306 (C)(D)(E) 6,510
Convertible warrants . . . . . . . . . 75 (E) --
Convertible preferred stock . . . . . 503 (C) --
Surplus . . . . . . . . . . . . . . . 51,657 (A)(B)(E) 45,069 (C)(D)(E) 51,593
Undivided profit (deficit) . . . . . . 850 (E) (17,196)
Less: Treasury shares . . . . . . . . 165 (B) --
Net unrealized gain (loss) --
securities available-for-sale,
net of tax . . . . . . . . . . . . . 207 (A) 8
--------
Total stockholders' equity . . . . . . . 40,915
--------
Total liabilities and stockholders'
equity . . . . . . . . . . . . . . . . . $519,314
========
</TABLE>

See accompanying notes to condensed pro forma combined financial statements.

63
<PAGE> 76
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1996
-----------------------------------------------------------------------------------------
NORTH SHORE CRABTREE
COMMUNITY LAKE FOREST HINSDALE LIBERTYVILLE CAPITAL PRO FORMA
BANCORP, BANCORP, BANCORP, BANCORP, CORPORATION ADJUSTMENTS
INC. AND INC. AND INC. AND INC. AND AND ----------- PRO FORMA
SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES DEBIT CREDIT COMBINED
------------ ------------ ------------------------ ------------ ----- ------ ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total interest income . . . . $1,804 $3,445 $1,999 $ 645 $ 394 $8,287
Total interest expense . . . 1,114 2,200 1,295 416 182 $7 5,200
------ ------ ------ ----- ------ ------
Net interest income . . . . . 690 1,245 704 229 212 3,087
Provision for loan losses . 79 110 104 75 42 410
------ ------ ------ ----- ------ ------
Net interest income after
provision for loan losses 611 1,135 600 154 170 2,677
Gain on sale of receivables . -- -- -- -- 967 967
Total noninterest income . . 149 258 230 57 353 $44 1,003
Total noninterest expense . . 997 1,133 762 546 1,520 26 4,932
------ ------ ------ ----- ------ ------
Net income before income taxes (237) 260 68 (335) (30) (285)
Income tax expense . . . . . -- 82 -- -- -- 82
------ ------ ------ ----- ------ --- --- ------
Net income (loss) from
continuing operations . . . (237) 178 68 (335) (30) (367)
Net income (loss) from
operations of
discontinued subsidiaries -- -- -- -- -- --
------ ------ ------ ----- ------ ------
Net income (loss) . . . . . $ (237) $ 178 $ 68 $(335) $ (30) $44 $33 $ (367)
====== ====== ====== ===== ====== === === ======

Average number of common
shares outstanding . . . . 250 176 219 204 1,025 6,707
Net income (loss) per share
from continuing operations $(0.95) $1.01 $0.31 $(1.64) $ (0.03) $(0.05)
====== ===== ===== ====== ======= ======

Net income (loss) per share . $(0.95) $1.01 $0.31 $(1.64) $(0.03) $(0.05)
====== ===== ===== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
--------------------------------------------------------------------------------------------
NORTH SHORE CRABTREE
COMMUNITY LAKE FOREST HINSDALE LIBERTYVILLE CAPITAL PRO FORMA
BANCORP, BANCORP, BANCORP, BANCORP, CORPORATION ADJUSTMENTS
INC. AND INC. AND INC. AND INC. AND AND ----------- PRO FORMA
SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES DEBIT CREDIT COMBINED
------------ ------------ ------------ ------------ ------------ ----- ------ ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total interest income . . . . $4,587 $12,180 $5,837 $ 321 $2,547 $25,472
Total interest expense . . . 2,841 7,749 3,770 164 1,336 $29 15,831
------ ------- ------ ------ ------ -------
Net interest income . . . . . 1,746 4,431 2,067 157 1,211 9,641
Provision for loan losses . . 428 301 299 55 347 1,430
------ ------- ------ ------ ------ -------
Net interest income after
provision for loan losses . . 1,318 4,130 1,768 102 864 8,211
Gain on sale of receivables . -- -- -- -- 4,421 4,421
Total noninterest income . . 264 1,115 572 21 2,151 $85 4,038
Total noninterest expense . . 2,444 4,402 2,260 1,081 5,537 85 15,639
------ ------- ------ ------ ------ -------
Net income before income taxes (862) 843 80 (958) 1,899 1,031
Income tax (benefit) expense -- (172) (340) -- -- (512)
------ ------- ------ ------ ------ -------
Net income (loss) from
continuing operations . . (862) 1,015 420 (958) 1,899 1,543
Loss from operations of
discontinued subsidiaries,
net of minority interest
of $75 . -- -- -- -- (17) (17)
------ ------- ------ ------ ------ --- ---- -------
Net income (loss) $ (862) $1,015 $ 420 $ (958) $1,882 $85 $114 $ 1,526
====== ====== ====== ====== ====== === ==== =======
Average number of common
shares outstanding 201 171 206 68 1,025 5,811
Net income (loss) per share
from continuing operations $(4.29) $5.95 $2.04 $(14.19) $ 1.85 $0.27
====== ===== ===== ======= ====== =====
Net income (loss) per share $(4.29) $5.95 $2.04 $(14.19) $1.83 $0.26
======= ===== ===== ======= ===== =====
</TABLE>

64
<PAGE> 77
See accompanying notes to condensed pro forma combined financial statements.

65
<PAGE> 78
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
-----------------------------------------------------------------------------------------
NORTH SHORE CRABTREE
COMMUNITY LAKE FOREST HINSDALE LIBERTYVILLE CAPITAL PRO FORMA
BANCORP, BANCORP, BANCORP, BANCORP, CORPORATION ADJUSTMENTS
INC. AND INC. AND INC. AND INC. AND AND -------------- PRO FORMA
SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES DEBIT CREDIT COMBINED
------------------------ ------------ ------------ ------------ ----- ------ --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total interest income . . . . . $ 460 $6,708 $2,305 $-- $8,271 $17,744
Total interest expense . . . . 276 3,831 1,732 -- 4,769 $27 10,581
------ ----- ------ --- ------ -------
Net interest income . . . . . . 184 2,877 573 -- 3,502 7,163
Provision for loan losses . . . 50 240 180 -- 137 607
------ ----- ------ --- ------ -------
Net interest income after
provision for loan losses . . 134 2,637 393 -- 3,365 6,556
Gain on sale of receivables . . -- -- -- -- -- --
Total noninterest income . . . 36 649 237 -- 564 $50 1,436
Total noninterest expense . . . 1,066 2,778 1,523 -- 4,648 50 9,965
------ ----- ------ --- ------ -------
Net income (loss) from
continuing operations before
income taxes . . . . . . . . . (896) 508 (893) -- (719) (1,973)
Income tax (benefit) expense . -- -- -- -- -- --
------ ----- ------ --- ------ -------
Net income (loss) from
continuing operations . . . . (896) 508 (893) -- (719) (1,973)
Loss from operations of
discontinued subsidiaries, net
of minority interest of $180 . . -- -- -- -- (236) (236)
------ ----- ------ --- ------ --- --- -------
Net income (loss)
from continuing operations . $ (896) $ 508 $ (893) $-- $ (955) $50 $77 $(2,209)
====== ====== ====== === ====== === === =======
Average number of common shares
outstanding . . . . . . . . . 73 167 146 -- 1,025 4,495
Net income (loss) per share
from continuing operations . . $(12.26) $3.05 $(6.11) -- $(0.70) $(0.44)
======= ===== ====== === ====== ======
Net income (loss) per share . . $(12.26) $3.05 $(6.11) $-- $(0.93) $(0.49)
======== ===== ======= === ====== ======
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
----------------------------------------------------------------------------------------
NORTH SHORE CRABTREE
COMMUNITY LAKE FOREST HINSDALE LIBERTYVILLE CAPITAL PRO FORMA
BANCORP, BANCORP, BANCORP, BANCORP, CORPORATION ADJUSTMENTS
INC. AND INC. AND INC. AND INC. AND AND ------------ PRO FORMA
SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES DEBIT CREDIT COMBINED
------------------------ ------------ ------------ ------------ ----- ------ --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total interest income . . . . . $-- $3,743 $ 73 $-- $ 4,423 $ 8,239
Total interest expense . . . . -- 1,939 66 -- 2,321 $26 4,300
-- ------ ------ --- ------- -------
Net interest income . . . . . . -- 1,804 7 -- 2,102 3,939
Provision for loan losses . . . -- 240 -- -- 887 1,127
-- ------ ------ --- ------- -------
Net interest income after
provision for loan losses . . -- 1,564 7 -- 1,215 2,812
Gain on sale of receivables . . -- -- -- -- -- --
Total noninterest income . . . -- 783 43 -- 318 $40 1,104
Total noninterest expense . . . -- 2,147 615 -- 4,314 40 7,036
-- ------ ------ --- ------- -------
Net income (loss) from
continuing operations before
income taxes . . . . . . . . . -- 200 (565) -- (2,781) (3,120)
Income tax (benefit) expense . -- -- -- -- -- --
-- ------ ------ --- ------- -------
Net income (loss) from
continuing operations . . . . -- 200 (565) -- (2,781) (3,120)
Loss from operations of
discontinued subsidiaries, net
of minority interest of $112 . . -- -- -- -- (193) (193)
-- ------ ------ --- ------- --- --- -------
Net income (loss) . . . . . . . $-- $ 200 $ (565) $-- $(2,974) $40 $66 $(3,313)
=== ====== ====== === ======= === === =======
Average number of common shares
outstanding . . . . . . . . . -- 152 45 -- 1,025 3,366
Net income (loss) per share
from continuing operations . -- $1.32 $(12.55) -- $(2.71) $ (0.93)
== ===== ======= === ====== =======
Net income (loss) per share . . $-- $1.32 $(12.55) $-- $(2.90) $ (0.99)
=== ===== ======= === ====== =======
</TABLE>

66
<PAGE> 79
See accompanying notes to condensed pro forma combined financial statements.

67
<PAGE> 80
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The unaudited pro forma financial information does not give effect to
any synergies that are expected to occur due to the integration of the North
Shore, Lake Forest, Hinsdale, Libertyville and Crabtree operations. However,
the unaudited Pro Forma Condensed Combined Statement of Condition does reflect
the transaction costs of the Reorganization and the effect of the nonrecurring
costs and expenses associated with integrating the operations of the
businesses. The impact of the majority of the transaction costs of the
Reorganization, and the nonrecurring costs and expenses associated with
integrating the operations, is expected to be recorded in the second and third
quarters of 1996.

The merger will be accounted for under the "pooling-of-interests"
method. Accordingly, recorded assets and liabilities are carried forward to
the combined company at their historical values.

NOTE 2. PRO FORMA CONDENSED COMBINED STATEMENT OF CONDITION ADJUSTMENTS

A. Elimination of Intercompany Shares

Each of Lake Forest, North Shore, Hinsdale and Libertyville own shares
in one or more of the other Companies. The Reorganization Agreement provides
that such shares will be retired at the Effective Date of the Reorganization
and, thus, will not be outstanding at or subsequent to the date of the
Reorganization. This entry reflects such shares being retired as Treasury
shares. This entry also reflects the elimination of the net unrealized gain on
these securities reflected in the shareholders' equity of $207,000, and the
deferred tax liability related thereto of $106,000 reflected in the liability
section.

B. Elimination of Treasury Shares of Crabtree Capital Corporation

Crabtree has 7,000 shares of Treasury Stock that have a carrying value
of $164,500. This entry reflects the elimination of the Treasury Stock,
reducing the amounts posted to Common Stock and paid-in capital of Crabtree.

C. Conversion of Preferred Shares into Common Shares

Lake Forest has 1,700 shares of preferred stock outstanding that are
convertible into 2,550 shares of common stock. Libertyville has 24,000 shares
of preferred stock outstanding that are convertible into 24,000 shares of
common stock. This entry assumes the preferred shares are converted to common
shares prior to the Effective Date of the Reorganization as contemplated by the
Reorganization Agreement.

D. Exchange of Outstanding Warrants

The pro forma condensed combined financial information assumes that
the outstanding warrants to purchase shares of certain of the Companies and
First Premium -- which are required to be exchanged under the terms of the
Reorganization Agreement for Wintrust shares and warrants representing an
aggregate of 617,464 shares of Wintrust Common Stock -- will be exchanged for a
combination consisting in aggregate of 478,871 shares of Wintrust Common Stock
and warrants to purchase 138,593 shares of Wintrust Common Stock. In
conjunction with the anticipated exchange of certain of the First Premium
warrants for solely Wintrust Common Stock, the exercise proceeds related
thereto would also be required to be contributed by the warrant holder to
Wintrust. A portion of such proceeds are assumed to retire the $499,000
subordinated debt of First Premium because the holder of the warrants assumed
to be exchanged solely for Wintrust Common Stock is also the owner of the
subordinated debt.

68
<PAGE> 81

These pro forma financial statements assume no exercise of the rights
of First Premium warrant holders to require First Premium to purchase their
warrants under the terms of existing put agreements at an amount that would
approximate (i) the market value of the First Premium Common Stock subject to
the warrants, less (ii) the applicable exercise price. Management has no
indication that the First Premium warrant holders intend to exercise such
rights in light of the pending Reorganization, however, in the event that such
put rights are exercised prior to the Reorganization, the impact to the pro
forma financial statements would be a decrease in the combined equity of the
Companies and a corresponding increase in debt in order to finance the
purchase. In the event that all outstanding warrants are put to First
Premium, it is anticipated that the amount due to be paid to the warrant
holders would not exceed $5.6 million dollars. See "Common Stock Warrants"
under "TERMS OF THE REORGANIZATION."

E. Cash Balances; Shareholders' Equity

The pro forma combined cash balances and equity accounts reflect the
reduction of the transaction costs of the Reorganization and the nonrecurring
costs and expenses associated with integrating the operations of the
organization, estimated at $850,000.

The pro forma combined equity accounts of Wintrust reflect the
combination of the equity accounts for North Shore, Lake Forest, Hinsdale,
Libertyville and Crabtree. Shares of common stock are presented on the basis
of a stated value of $1.00 per share. Based on the Exchange Ratios, assuming
no exercise of options, rights or warrants prior to the Reorganization, and
giving effect to the contribution to Wintrust of all outstanding warrants in
exchange for Wintrust Common Stock and/or Wintrust Warrants, the following
shares of Wintrust Common Stock will be issued to holders of the respective
Companies' common stock and warrants and will be outstanding immediately
following the Reorganization:

<TABLE>
<CAPTION>
WINTRUST
SHARES
TO BE ISSUED
EXCHANGE RATIO AND OUTSTANDING
-------------- ---------------
<S> <C> <C>
North Shore Community Bancorp, Inc. . . . . 5.16180 1,201,090
Lake Forest Bancorp, Inc. . . . . . . . . . 9.67334 1,580,237
Hinsdale Bancorp, Inc. . . . . . . . . . . 6.03398 1,229,681
Libertyville Bancorp, Inc. . . . . . . . . 4.02578 873,722
Crabtree Capital Corporation . . . . . . . 1.18332 1,213,217
Converted First Premium Warrants . . . . . N/A 411,673
---------
Total Wintrust Shares . . . . . . . . . N/A 6,509,620
=========
</TABLE>

The average number of shares of common stock shown to be outstanding
during the periods presented in the Pro Forma Condensed Combined Statements of
Operations includes 478,871 shares expected to be issued as part of the
exchange for outstanding warrants of certain of the Companies and First Premium
to be contributed to Wintrust in connection with and as part of the
Reorganization in accordance with the terms of the Reorganization Agreement.

Also, the Pro Forma Condensed Combined Statement of Condition assumes
that no shareholders of the Companies dissent to the transaction and exercise
appraisal rights and that fractional shares issued upon consummation of the
Reorganization will be immaterial.

NOTE 3. PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS

F. Reflects the elimination from noninterest expense of
intercompany fees charged by Lake Forest to (1) Hinsdale in 1993 of $40,000;
(2) North Shore in 1994 of $50,000; and (3) Libertyville in 1995 of $50,000.

69
<PAGE> 82
G. Reflects the elimination from noninterest expense of an
aggregate of $26,000 and $35,000 of fees charged by Hinsdale Bank to Lake
Forest Bank, North Shore Bank and Libertyville Bank for services performed in
servicing a portfolio of indirect automobile loans for the three months ended
March 31, 1996 and the year ended December 31, 1995, respectively. Such fees
were only applicable in 1995 and the first quarter of 1996.

H. Reflects the elimination from noninterest income of an $18,000
gain on the sale of shares of Hinsdale Common Stock by Lake Forest in the first
quarter of 1996.

I. Reflects the reduction of interest expense associated with the
elimination of the subordinated debt at First Premium as discussed above in
Note D. Interest expense has been reduced by $7,413 for the three months ended
March 31, 1996, and $28,565, $26,906 and $26,232 for the years ended December
31, 1995, 1994 and 1993, respectively.

70
<PAGE> 83

NORTH SHORE COMMUNITY BANCORP, INC.

BUSINESS

Organization and Operation. North Shore is a bank holding company
that was incorporated as an Illinois corporation in December of 1992. The
primary asset of North Shore is its ownership of 100 percent of the common
shares of North Shore Bank. North Shore is engaged in the business of banking
through its ownership of North Shore Bank. Its mailing address is 1145
Wilmette Avenue, Wilmette, Illinois 60091 and its telephone number is (847)
853-1145. As of March 31, 1996, North Shore had total assets of $117,938,000
and total stockholders' equity of $11,407,000.

North Shore Bank was organized under the laws of the State of Illinois
and commenced operation in October, 1993. North Shore and North Shore Bank are
regulated by the Federal Reserve Bank. Additionally, North Shore Bank is
regulated by the Illinois Commissioner of Banks and Real Estate (the "Illinois
Commissioner") and the Federal Deposit Insurance Corporation ("FDIC").

North Shore Bank isone of few locally owned and managed full service
commercial banks in its primary service area of Wilmette, Glencoe, Winnetka and
Kenilworth, Illinois. The Village of Wilmette is located approximately 17
miles north of the downtown Chicago area and has a population of approximately
28,000. The Villages of Glencoe and Winnetka are located north of Wilmette and
are home to the full service branch banking facilities. Glencoe and Winnetka
have populations of approximately 12,000 and 16,000, respectively. Kenilworth,
Illinois is an adjacent community which North Shore Bank serves and has a
population of approximately 3,500 residents.

Employees. As of March 31, 1996, North Shore Bank employed 46
full-time equivalent employees. North Shore has no paid employees.

Services. North Shore Bank is an Illinois chartered, FDIC-insured
commercial bank which providesa full range of banking services. North Shore
Bank furnishes personal and commercial banking services, including demand, NOW,
money market, savings and time deposit accounts; real estate, commercial and
consumer loans; and safe deposit facilities. North Shore Bank anticipates
adding trust services during late 1996 or early 1997.

North Shore Bank was formed to provide the Wilmette and Kenilworth
communities with a community bank alternative. As North Shore Bank showed
strong growth in those communities, the services were extended to Glencoe in
1995 and Winnetka in May 1996. As such, North Shore Bank is focused on
providing a highly personal, professional level of service to commercial and
retail customers residing in these areas. Emphasis is placed on local
ownership and management in attracting and maintaining deposit, loan and trust
customers.

Property. North Shore Bank currently has four physical banking
locations. North Shore Bank owns the main bank facilit, a one story brick
building that is located at 1145 Wilmette Avenue in downtown Wilmette,
Illinois. North Shore Bank also owns a newly constructed 9,600 square foot
drive-in, walk-up banking facility at 720 12th Street, approximately one block
west of the main banking facility. North Shore Bank leases a full service
banking facility at 362 Park Avenue in Glencoe, Illinois. Additionally, during
May, 1996, North Shore Bank opened a branch banking facility in Winnetka,
Illinois where it leases approximately 4,000 square feet. North Shore Bank
maintains automated teller machines at each of its locations, except Glencoe
and Winnetka. North Shore Bank has no offsite automated teller machines.

ADDITIONAL INFORMATION

For a description of North Shore's and North Shore Bank's competition,
litigation, regulatory environment, interests in affiliates, transactions with
management and relationship with independent public accountants, see "MATTERS
OF GENERAL APPLICABILITY TO BANKS."

71
<PAGE> 84
MANAGEMENT OWNERSHIP OF COMMON STOCK

The following table sets forth information as of June 30, 1996, with
respect to beneficial ownership of shares of North Shore Common Stock held by
(i) each director of North Shore, (ii) each executive officer of North Shore,
and (iii) all directors and executive officers as a group.

Shares Shares Shares Total
Subject to Subject to Subject to North % of Pro Forma
Common Common Vested Shore North % of
Common Stock Stock Stock Beneficial Shore Wintrust
Shares(1) Rights Warrants(2) Options Ownership Total(3) Total(3)(4)
------ ----------- -------- ---------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS
---------
Howard D. Adams **(5) . . . . . 6,368 -- -- -- 6,368 2.50% 7.78%

Brian C. Baker+ . . . . . . . 1,311 449 -- 168 1,928 * *

Gilbert W. Bowen . . . . . . 265 -- -- 24 289 * *

T. Tolbert Chisum ** . . . . 3,745 449 85 704 4,983 1.95% *

John W. Close ** . . . . . . 5,226 1,681 -- 1,250 8,157 3.17% *

Joseph DeVivo, Jr. . . . . . 1,721 449 125 192 2,487 * *

Maurice F. Dunne, Jr. . . . . 2,241 449 -- 192 2,882 1.13% *

Gayle Inbinder . . . . . . . 641 449 50 228 1,368 * *

Thomas J. McCabe, Sr. . . . . 541 449 -- 216 1,206 * *

Marguerite Savard McKenna . . 2,435 449 50 228 3,162 1.24% *

Donald L. Olson . . . . . . 1,232 449 25 228 1,934 * *

Hollis W. Rademacher . . . . 2,541 449 -- 204 3,194 1.25% *

John J. Schornack . . . . . . 1,311 449 -- 192 1,952 * *

Ingrid S. Stafford . . . . . 571 449 25 204 1,249 * *

Curtis R. Tate+ . . . . . . . 541 449 25 228 1,243 * *

Lemuel H. Tate** . . . . . . 1,907 1,121 85 -- 3,113 1.22% *

Edward J. Wehmer ** . . . . . 4,796 2,943 1,250 -- 8,989 3.48% 3.36%

Stanley R. Weinberger . . . . 1,400 -- -- 48 1,448 * *

Elizabeth C. Warren . . . . . -- -- -- 48 48 * *
------ ------ ----- ----- ------ ----- ------
Total Directors . . . . . . 38,793 11,133 1,720 4,354 56,000 21.90% 15.69%

NON-DIRECTOR EXECUTIVE OFFICERS
-------------------------------
Lloyd M. Bowden . . . . . . . 667 -- -- -- 667 * *

David A. Dykstra . . . . . . 175 -- -- -- 175 * *

Randolph Hibben . . . . . . . 500 -- -- -- 500 * *

Robert F. Key . . . . . . . . 600 -- -- -- 600 * *

Donald F. Krueger . . . . . . 1,100 224 -- 250 1,574 * *

Brian V. Masterton . . . . . 1,400 -- -- -- 1,400 * *

Robert H. Meeder . . . . . . 1,904 840 -- 500 3,244 1.27% *
------ ------ ----- ----- ------ ----- ------

Total Directors and Executive
Officers as a group . . . . . 45,139 12,197 1,720 5,104 64,160 25.10% 17.55%
====== ====== ===== ===== ====== ===== ======

Total Common Share
and Share Equivalents . . . . 254,217 20,000 5,000 5,400 284,617
======= ====== ===== ===== =======
</TABLE>

- -------------------
* Less than 1%
** Denotes executive officer (in addition to director status)
+ Denotes a non-voting advisor to the Board of Directors

(1) Includes shares held directly and, if applicable, indirectly through such
person's spouse, minor children, certain family trusts, IRA's or 401(k)
plans.

72
<PAGE> 85

(2) Pursuant to the terms of the Reorganization Agreement, the outstanding
North Shore Common Stock warrants are to be contributed to Wintrust in
connection with and as part of the Reorganization in exchange for a
combination of Wintrust Common Stock and Wintrust Warrants on a basis
reflecting the North Shore Exchange Ratio. See "Common Stock Warrants"
under "TERMS OF THE REORGANIZATION."

(3) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(4) Assumes no exercise of outstanding options, rights or warrants prior to
the Reorganization and gives effect to the Reorganization, including (i)
the anticipated election by the holders of the First Premium Warrants to
receive as part of the exchange of such warrants an aggregate of 411,673
additional shares of Wintrust Common Stock to be outstanding immediately
following the Effective Date and (ii) the anticipated exchange of warrants
of North Shore, Hinsdale, and Libertyville for 9,142, 33,173, and 24,882
additional shares of Wintrust Common Stock, respectively, to be
outstanding immediately following the Effective Date of the
Reorganization. See "Common Stock Warrants" under "TERMS OF THE
REORGANIZATION." Includes shares deemed beneficially owned by such
persons in any of the other Companies, giving effect to the applicable
Exchange Ratios. Also gives effect to the cancellation of intercompany
share ownership as provided in the Reorganization Agreement.

(5) Does not include an aggregate of 18,584 shares owned directly by, or
indirectly through certain family trusts for the benefit of, Mr. Howard D.
Adams' adult children. See " Beneficial Ownership of Certain
Shareholders" below.

BENEFICIAL OWNERSHIP OF CERTAIN SHAREHOLDERS

On June 30, 1996, North Shore had 254,217 shares of common stock
outstanding. As of such date, the following persons not listed under
"Management Ownership of Common Stock" are known by North Shore to be the
owners of or might be deemed to be the beneficial owners of more than five
percent of its common stock.

Number of Shares Percent of
Name Address Beneficially Owned Class(1)
---- ------- ------------------ ----------
<S> <C> <C> <C>
Milbank(2) 135 South LaSalle 15,600 6.14%
Chicago, Illinois
Emmett D. McCarthy, as trustee for(3): 570 Crabtree Lane
Alan W. Adams Family Trust Lake Forest,
Sarah K. Adams Family Trust Illinois 18,364 7.00%
</TABLE>

- -------------------
(1) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(2) Mr. Larry Wright, a director of Crabtree, and Mr. Robert D. Harnach, a
director of Lake Forest and Hinsdale, are officers, directors and
principal shareholders of Milbank. The beneficial ownership shown in the
table includes 600 shares held by an employee retirement plan of Milbank
of which Mr. Wright and Mr. Harnach are trustees with shared voting and
investment power, and 15,000 shares held in Deerpath, a limited
partnership to which Milbank serves as investment advisor and with respect
to which Mr. Wright and Mr. Harnach exercise shared voting and investment
power.

(3) The Alan W. Adams Family Trust and the Sarah K. Adams Family Trust are
irrevocable trusts for which Emmett D. McCarthy and either Alan W. Adams
or Sarah K. Adams, respectively, serve as co-trustees. Mr. McCarthy is a
Director of Crabtree. Of the total shares beneficially owned by the two
Trusts, each Trust owns 5,130 shares of North Shore Common Stock, rights
to acquire 3,427 shares of North Shore Common Stock, and warrants to
acquire 625 shares of North Shore Common Stock. The beneficiaries of the
respective Trusts are Alan W. Adams and Sarah K. Adams, respectively,
adult children of Howard D. Adams, and Mr. McCarthy disclaims beneficial
ownership of all such shares. Mr. Alan W. Adams is currently a vice
president of Lake Forest Bank and a Director nominee of Wintrust and
directly owns an additional 220 shares.

73
<PAGE> 86
SELECTED FINANCIAL DATA
NORTH SHORE COMMUNITY BANCORP, INC.

<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended Period Ended
-------------------------- December 31, December 31,
1996 1995 1995 1994(1)
------------ ------------ ------------ ---------
<S> <C> <C> <C> <C>
Interest income . . . . . . . . . . . . . . . 1,804 787 4,587 460

Interest expense . . . . . . . . . . . . . . . 1,114 507 2,841 276
------ ----- ----- -----
Net interest income . . . . . . . . . . . . . 690 280 1,746 184
Provision for possible loan losses . . . . . . 79 60 428 50
--- -- --- --
Net interest income after provision for
possible loan losses . . . . . . . . . . . . 611 220 1,318 134
Noninterest income, excluding security gains . 149 26 264 36
Security gains . . . . . . . . . . . . . . . . 0 0 0 0
Noninterest expense . . . . . . . . . . . . . 997 450 2,444 1,066
------ ----- ----- -----
Net loss before income taxes . . . . . . . . . (237) (204) (862) (896)

Income taxes . . . . . . . . . . . . . . . . 0 0 0 0
----- ------ ----- -----
Net loss . . . . . . . . . . . . . . . . . . . $(237) $ (204) $(862) $(896)
===== ====== ===== =====

Net loss per common share . . . . . . . . . . (0.95) (1.04) (4.29) (12.26)

Cash dividends declared per common share . . . 0 0 0 0

Total assets at end of period . . . . . . . 117,938 59,544 105,122 45,164

Total deposits at end of period . . . . . . 106,240 51,367 93,657 36,736

Return on average total assets . . . . . . . (0.86%) (1.53%) (1.23%) --(2)
Return on average common shareholders'
equity . . . . . . . . . . . . . . . . . . (8.43%) (10.04%) (10.44%) --(2)
</TABLE>

- --------------
(1) Management has for this period presented selected financial data reflecting
reported results from the date of incorporation (December 30, 1992) to
December 31, 1994. The Company was in a capital raising and organizational
phase and as described elsewhere herein was only operational from September
14, 1994 through December 31, 1994. Accordingly, management believes that
separate selected financial data from the date of incorporation to December
31, 1993 and for January 1, 1994 to December 31, 1994 is not meaningful as
the period presented herein approximates those revenues and expenses that
would have been recognized had 1994 been presented on a stand-alone
calendar basis.

(2) Return on average assets and average equity ratios are not meaningful as a
result of the nature of operations as discussed in Note 1 above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

General. North Shore completed its first full year of operations in
1995. During that time period, North Shore has conducted no business other
than that directly related to North Shore Bank. North Shore's results of
operations are primarily dependent on North Shore Bank's net interest income,
which is the difference between interest income on interest-earning assets and
interest expense on interest bearing liabilities. In addition, to a lesser
extent, North Shore Bank's operating results are affected by fees paid by
borrowers, fees earned on residential mortgage loans sold to the secondary
market, customer service charges and other income. Also, noninterest expenses
such as employee salaries and benefits, office occupancy, marketing, insurance
costs and other expenses affect the results of operations.

74
<PAGE> 87
Operational results are also affected by general economic conditions
(particularly changes in interest rates), competition, government policies and
actions of regulatory agencies.

RESULTS OF OPERATIONS

Comparison of Results for the Period Ended March 31, 1996 to the Period Ended
March 31, 1995

The net loss for the three-month period ended March 31, 1996 was
$237,000 compared to a net loss for the three-month period ended March 31, 1995
of $204,000. The following discussion will discuss the components of the net
losses and the change between the respective three-month periods.

Net interest income increased to $690,000 for the three months ended
March 31, 1996 from approximately $280,000 for the same period of 1995. This
increase is a result of a 89.7 percent increase in interest earning assets at
March 31, 1996 compared to March 31, 1995 and the fact that the mix of
interest-earning assets has gradually shifted into higher yielding loans from
short-term money market investment products. Management anticipates that the
net interest income amount will continue to grow in the remaining quarters of
1996 due to the continuation of the growth in earning assets, specifically the
loan category.

The provision for possible loan losses increased to $79,000 for the
three months ended March 31, 1996 compared to $60,000 for the prior year
three-month period. North Shore Bank has provided a higher amount to the
allowance for possible loan losses during the first quarter of 1996 because of
the growth in the loan portfolio. Management considers it prudent to continue
to build a reserve for unanticipated credit problems that may occur with the
existing portfolio despite a low level of actual charge-offs since the
inception of North Shore Bank. The allowance for loan losses as a percentage
of total loans outstanding stood at 0.69 percent at March 31, 1996 and
December 31, 1995, and 0.64 percent as of March 31, 1995. Management considers
the amount of the provision and the level of the allowance for loan losses to
be adequate for the period ended and as of March 31, 1996.

Other noninterest income totaled $149,000 for the three months ended
March 31, 1996 compared to approximately $26,000 for the three months ended
March 31, 1995. The increase is predominantly related to fees on fixed rate
residential mortgage loans which were sold to the secondary market. During
1995, this activity was just underway as North Shore Bank entered its second
full quarter of operations and customer relationships were being established,
whereas in 1996, the service has become an established function at North Shore
Bank and has generated the additional revenues. Fees on loans sold during the
first quarter of 1996 were approximately $117,000 compared to only $16,000
during the first quarter of 1995.

Other noninterest expenses were $997,000 and $450,000 for the
three-month periods ended March 31, 1996 and March 31, 1995, respectively. The
major components of the other noninterest expenses for the respective
three-month periods are as follows (in thousands):

<TABLE>
<CAPTION>
Three Months
Ended March 31,
-------------------
1996 1995
-------- --------
<S> <C> <C>
Salaries and employee benefits . . . . $523 $218

Occupancy expense . . . . . . . . . . 73 21
Other noninterest expenses . . . . . . 401 211
---- ----
Total other noninterest expenses . . . $997 $450
==== ====
</TABLE>

The substantial increase in each of the other noninterest expense
categories for the three-month periods presented in the table above is
primarily a result of the three banking locations that were operational and the
one additional banking location that was in the organizational phase in the
first quarter of 1996, compared to only one main banking location during the
first quarter of 1995. During the fourth quarter of 1995, the North Shore Bank

75
<PAGE> 88
opened a walk-up/drive-through banking location in Wilmette and opened a full
service banking location in Glencoe, Illinois. Also during the fourth quarter
of 1995 and into the first quarter of 1996, North Shore Bank began the process
of building a staff, renovating a building and accumulating furniture and
supplies to open a full service banking facility in Winnetka, Illinois. As a
result, the other noninterest expense categories increased significantly.

Comparison of Results for the Year Ended December 31, 1995 and Period Ended
December 31, 1994

General. North Shore had a net loss of $862,000 for the year ended
December 31, 1995, compared with a net loss of $896,000 for the period ended
December 31, 1994. The increase in net loss was due primarily to the fact that
1995 was North Shore's first full year of operations. The Company began to
organize its banking operations in 1994 and ultimately became operational in
September of 1994. Consequently, the 1994 period included only slightly over
three months of actual operations and revenue generation. In addition, a
significant amount of expenditures were incurred during the organizational and
start-up phases of operations. It is typical for a new bank to incur operating
losses during its first few years of operation due to the overhead
infrastructure required to house and staff a banking facility. As the bank is
able to grow its deposit base and deploy those funds into interest earning
assets, the net interest income earned should generally grow to support the
overhead expenses and provide a profit. Accordingly, the increase in the net
loss was anticipated by management due to the start-up nature of the entity.

These and other details will be discussed in greater detail in the
following sections.

Interest Income and Interest Expense. The major source of earnings
for North Shore is net interest income. In fact, net interest income was
approximately 87 percent and 84 percent of net revenues during 1995 and 1994,
respectively. Net interest income is defined as the difference between
interest income and fees on earning assets and interest expense on deposits and
borrowings. The following table sets forth information relating to North
Shore's consolidated average balances and interest income and expense
components for the year ended December 31, 1995. The table reflects the types
of accounts generating interest income and interest expense as well as those
accounts' average balances and yields/rates. Information related to the period
ended December 31, 1994 has not been presented due to limited operations in
1994.

76
<PAGE> 89

<TABLE>
<CAPTION>
1995
----------------------------------
Average Average
Balance Interest Yield/Rate
--------- -------- ----------
(dollars in thousands)
<S> <C> <C> <C>
ASSETS
Interest bearing deposits with banks . . . 14,178 914 6.45%
Federal funds sold . . . . . . . . . . . . 8,193 478 5.83%
Taxable securities . . . . . . . . . . . . 9,218 546 5.92%
Loans, net of unearned discount . . . . . . 31,611 2,649 8.38%
------ ----- ----
Total earning assets . . . . . . . . . . . 63,200 4,587 7.26%
------ ----- ----

Cash and due from banks-noninterest bearing 1,841
Allowance for possible loan losses . . . . (165)
Premises and equipment, net . . . . . . . . 3,187
Other assets . . . . . . . . . . . . . . . 1,770
-------
Total assets . . . . . . . . . . . . . . . $69,833
=======

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits-interest bearing
NOW accounts . . . . . . . . . . . . . . . 2,618 77 2.94%
Savings and money market deposits . . . . . 18,374 710 3.86%
Time deposits . . . . . . . . . . . . . . . 32,507 2,054 6.32%
------ ----- ----
Total interest-bearing deposits . . . . . . 53,499 2,841 5.31%
Short-term borrowings . . . . . . . . . . -- -- 0.00%
Term-debt . . . . . . . . . . . . . . . . . -- -- 0.00%
------ ----- ----
Total interest-bearing liabilities . . . . 53,499 2,841 5.31%
-----
Noninterest bearing deposits . . . . . . . 7,879
Other liabilities . . . . . . . . . . . . . 198
Shareholders' equity . . . . . . . . . . . 8,257
-------
Total liabilities and shareholders' equity $69,833
=======

Interest income/average earning assets . . 7.26%
Interest expense/average interest-bearing
liabilities . . . . . . . . . . . . . 5.31%
----
Net interest spread . . . . . . . . . . . . $1,746 1.95%
====== ====
Net interest margin(1) . . . . . . . . . . 2.76%
=====
</TABLE>

- -----------------
(1) Net interest margin represents net interest income as a percent of the
average earning assets for the period.

Changes in Interest Income and Expense. Because North Shore has had
only one complete fiscal year and no prior period of comparison, presentation
of a disclosure of the dollar amount of changes in interest income and expense
by major categories of assets and liabilities attributable to changes in volume
or rate or both for such period is not considered meaningful.

Provision for Possible Loan Losses. The provision for possible loan
losses increased from $50,000 for the period through 1994 to $428,000 in 1995.
The increase is due to reflecting a full year of banking operations in 1995.
Management's additions to the allowance for possible loan losses were deemed
appropriate as the loan portfolio increased approximately $53.8 million between
the year-end periods. At December 31, 1995, the allowance for possible loan
losses stood at 0.69 percent of loans outstanding which management feels is
adequate to cover potential losses in the portfolio. There can be no assurance
that future losses will not exceed the amounts provided for thereby affecting
future results of operations. Future additions to the allowance for possible
loan losses are dependent upon the economy, changes in real estate values,
interest rates, the view of regulatory agencies toward adequate reserve levels,
and past due and non-performing loan levels.

77
<PAGE> 90
Other Noninterest Income. Noninterest income increased to $264,000 in
1995 from $36,000 in the previous period, an increase of $228,000.
Approximately $196,000 of the increase was primarily attributable to fees on
loans sold. North Shore Bank had no such fees during its first few months of
operations in 1994. Fees on loans sold relate to income received by North
Shore Bank for its services of originating and selling residential real estate
loans into the secondary market. The remaining increase in noninterest income
of $33,000 is a result of North Shore Bank receiving a full year of service
charges and miscellaneous fees in 1995.

Noninterest Expense. Noninterest expense includes all expenses other
than interest expense and the provision for possible loan losses. The
following table provides a detailed analysis of the composition of these
expenses.

<TABLE>
<CAPTION>
Year Ended Period Ended
December 31, December 31, Dollar
1995 1994 Charge
--------------- --------------- ------
<S> <C> <C> <C>
Salaries and employee benefits . . . . . . . . . $1,189 $ 546 $ 643
Occupancy expenses . . . . . . . . . . . . . . . 124 43 81
Advertising and marketing . . . . . . . . . . . . 205 65 140
Data processing . . . . . . . . . . . . . . . . . 143 36 107
Depreciation -- furniture and equipment . . . . . 104 22 82
Other noninterest expenses . . . . . . . . . . . 679 354 325
------ ------ ------
Total noninterest expenses . . . . . . . . . $2,444 $1,066 $1,378
====== ====== ======
</TABLE>

The following discussion will review changes related to individual components
of noninterest expenses.

Salaries and Employee Benefits. Salaries and employee benefits
increased by $643,000 to $1,189,000 in 1995. The increase in salaries is a
result of four factors: (i) North Shore Bank was in its initial operations for
the period ended 1994; and, as such, the period did not fully represent
operational salaries and employee benefits. Staffing levels began to expand in
April of 1994 as North Shore Bank began the process of chartering a new bank.
Full staffing was achieved in September of 1994 when North Shore Bank received
regulatory approval and began to operate; (ii) North Shore Bank established a
drive-through banking facility in Wilmette that became operational in November,
1995 that required additional teller staffing; (iii) North Shore Bank
established a full service banking facility in Glencoe, Illinois which began
serving customers in October of 1995. Salary and employee benefits related to
that branch in 1995 were approximately $94,000; and (iv) North Shore Bank
began the process of establishing a full service banking facility in Winnetka,
Illinois and began to add key staff members by year end 1995. Salaries and
employee benefits related to the Winnetka branch in 1995 were approximately
$9,000.

Occupancy Expenses. Occupancy expenses include those expenses which
relate directly to the operation of the buildings, improvements and property.
The major components of occupancy expense in 1995 were $64,000 for depreciation
expense on the buildings and improvements and $34,000 for real estate taxes.
The remaining $26,000 of expense in 1995 was for such items as utilities,
maintenance and repair of the buildings and grounds and rental expense. The
occupancy expense amount in 1995 was substantially higher than the prior period
ended 1994 because of the full year of operations in 1995 and due to the
establishment of the new Wilmette drive-through banking facility and the
Glencoe banking facility that opened in October of 1995.

Advertising and Marketing. Marketing and advertising expenditures
amounted to $205,000 during 1995 compared to $65,000 for the period ended 1994.
North Shore Bank considers effective marketing to be a cornerstone of
establishing effective market penetration. North Shore Bank developed
community oriented deposit and loan products to attract its deposit base during
its initial months of operation and determined that expenditures for marketing
these products was appropriate. Management believes the advertising and
marketing expenses were instrumental in achieving the rapid growth in the
deposit base since the inception of North Shore Bank.

78
<PAGE> 91
Management anticipates that relatively similar levels of marketing expenses
will be incurred in 1996 as North Shore Bank continues to establish its base of
customers and to promote the opening of its Winnetka banking facility.

Data Processing. Data processing expense increased to $143,000 in
1995 from $36,000 for the period ended 1994, or a 297percent increase. The
increase is directly related to the increase in the number of customer deposit
and loan accounts that were processed and the number of months North Shore Bank
was in operation during 1995. Customer deposit and loan balances increased 155
percent and 560 percent, respectively, from year-end 1994 to year-end 1995.
Also, 1995 represented a full year of operations whereas the period ended 1994
had slightly over three months of banking operations.

Depreciation--Furniture and Equipment. Depreciation of furniture and
equipment increased $82,000 in 1995 to $104,000. The increase in this category
relates directly to the number of months of operation in 1995 versus the period
ended 1994, and the fact that additional furniture and equipment were added in
the later stages of 1995 to furnish and equip the new Wilmette drive-through
location and the Glencoe banking facility.

Other Noninterest Expenses. Other noninterest expenses increased to
$679,000 in 1995 from $354,000 in the period ended 1994. The primary reasons
for the increase in this category are the length of time that North Shore Bank
was operational in 1995 and the expenses incurred to support the growth in
deposit and loan accounts. This category of expenses contains insurance
expense, stationery and supplies expense, postage expense, amortization of
organizational costs, audits and examinations expense, and other sundry
expenses. Controlling overhead expenses is a basic philosophy of management
and is closely evaluated. North Shore Bank's ratio of noninterest expenses to
average assets was 3.55 percent compared to its peer group average of 3.76
percent for the year ended December 31, 1995. Despite having an expense ratio
that is slightly better than its peer group average, management is committed to
continually evaluating its operations to determine whether additional expense
savings are possible without impairing the goal of providing superior customer
service.

Income Taxes. North Shore had no Federal or State income tax expense
for 1995 or for the period ended 1994. Management has established a valuation
allowance against its net deferred tax assets with the result being that no
federal or state income tax expense or benefit was realized in the financial
statements. Management anticipates that income tax expense or benefit will
begin to be recorded when North Shore Bank's earnings history and projected
future earnings are sufficient to make a judgment that the realization of the
net deferred tax asset is more likely than not.

FINANCIAL CONDITION

The dynamics of a community bank's balance sheet is generally
reflective of the ability of management to attract additional deposit accounts
to fund the growth of the institution. This is the current situation at North
Shore Bank as it is a relatively new institution which is still diligently
attempting to establish itself as the bank of choice in a significant amount of
households and businesses in the communities it serves. Accordingly, the
discussion of the financial condition of North Shore Bank will focus first on
the sources of funds received through the liability side of the balance sheet
which is predominantly deposit growth.

Deposits. Total deposit balances increased to $93,657,000 at December
31, 1995 compared to $36,736,000 at the end of 1994. Also, during the first
quarter of 1996, deposits increased by approximately $12,583,000 from the 1995
year-end level. The deposit growth was a result of effective marketing of
North Shore Bank's community oriented deposit products, management and director
interaction with the community, and the opening of a new banking facility in
Glencoe as well as a new drive-through banking facility in Wilmette. Deposit
growth occurred in all major deposit categories as shown in the table below
(dollars in thousands):

79
<PAGE> 92
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
March 31,
1996 1995 1994
------------------------- --------------------------------------------------

Percent Percent Percent
of Total of Total of Total
Balance Deposits Balance Deposits Balance Deposits
--------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Demand . . . . . . . . . . 12,569 11.8% 13,571 14.5% 5,539 15.1%

Savings . . . . . . . . . 10,910 10.3% 10,153 10.8% 7,258 19.8%

NOW . . . . . . . . . . . 11,878 11.2% 7,601 8.1% 1,475 4.0%

Money Market . . . . . . . 13,661 12.8% 12,131 13.0% 7,974 21.7%

Certificates of deposit . . 57,222 53.9% 50,201 53.6% 14,490 39.4%
-------- ----- ------- ----- ------- -----
Total deposits . . . . . . $106,240 100.0% $93,657 100.0% $36,736 100.0%
======== ===== ======= ===== ======= =====
</TABLE>

North Shore Bank offered a variety of special deposit account
promotions during its initial months of operations in 1994 when the main
banking location in Wilmette opened. Additionally, similar special deposit
account promotions were offered to households in Glencoe when that branch
opened in late October 1995, and to Winnetka residents during the first quarter
of 1996 in anticipation of that facility opening in the second quarter of 1996.
Customers who opened a combination of accounts (generally a combination of an
interest-bearing account and a noninterest-bearing account) were afforded
special privileges as a "founding" depositor of North Shore Bank. These
privileges included rights to receive free safe deposit boxes, favorable loan
deposit rates as compared to the stated market rates, and other selected
perquisites. The most popular product for North Shore Bank's initial
depositors was the certificate of deposit accounts. North Shore Bank continues
to aggressively promote its products to the community and attempts to meld the
competitive products with superior customer service. The result should be a
continuing growth in all deposit categories throughout 1996.

Reference is made to the average balance/rate table for data regarding
average daily deposits and rates paid thereon for the periods ended December
31, 1995 and 1994. North Shore Bank has no foreign deposits.

The aggregate amounts of time deposits, in denominations of $100,000
or more, by maturity, as of December 31, 1995 are shown below (in thousands):

<TABLE>
<S> <C>
Three months or less . . . . . . . . . . . . . . . 9,167

Over three through six months . . . . . . . . . . . 1,650
Over six through twelve months . . . . . . . . . . 2,207
Over twelve months . . . . . . . . . . . . . . . . 7,045
-----
Total . . . . . . . . . . . . . . . . . . . . . $20,069
======
</TABLE>

Accrued Interest Payable and Other Liabilities. Accrued interest
payable and other liabilities as of December 31, 1995 were $337,000 compared to
$178,000 at the end of the prior year. The increase can be primarily
attributed to a higher amount of accrued interest payable on deposit accounts
due to the significant growth in the level of deposits. No other significant
changes were present in this financial statement category.

Total Assets and Earning Assets. Total assets and earning assets were
$105,122,000 and $93,974,000, respectively, at December 31, 1995 compared to
$45,164,000 and $39,960,000, respectively, at December 31, 1994. The increase
in total assets and earning assets during the year was a result of significant
growth in all types of deposit categories. The level of earning assets as a
percentage of total assets remained steady at approximately 89 percent of total
assets; however, the composition of earning assets shifted as North Shore Bank
began to shift investments in deposit funds to loans from shorter-term money
market investments. Loans comprised 67.5 percent of total earning assets at
December 31, 1995 compared to 24.1 percent at December 31, 1994. The results
of such changes in the mix of earning assets are discussed below.

80
<PAGE> 93

Loans. The following table shows North Shore Bank's loans classified
by type at March 31, 1996, December 31, 1995 and December 31, 1994 (in
thousands):

<TABLE>
<CAPTION>
December 31,
March 31, ---------------------
1996 1995 1994
----------- --------- -------
<S> <C> <C> <C>
Residential real estate . . . . . 7,117 8,557 465
Commercial . . . . . . . . . . . 22,664 20,344 3,551
Home equity . . . . . . . . . . . 23,816 19,212 5,175
Consumer . . . . . . . . . . . . 18,251 15,417 427
------- -------- ------
Total gross loans . . . . . . . 71,848 63,439 9,618
Less unearned discount . . . . . -- -- --
------- -------- ------
Net loans . . . . . . . . . . . $71,848 $ 63,439 $9,618
======= ======== ======
</TABLE>

Total loans increased to $63,439,000 at December 31, 1995 from
$9,618,000 at December 31, 1994. As indicated in the table above, significant
growth occurred in all loan types during 1995. Generally, the growth in the
loan portfolio was a result of the following factors: (1) during North Shore
Bank's first few months of operations in 1994, the focus of management was to
concentrate on attracting deposit accounts and providing superior customer
service; (2) management was cautious in making loans during the initial months
of operations until a stable core deposit base could be established; and (3)
loan product development and customer relationships evolved during 1995 which
resulted in higher loan demand.

The commercial loan category increased by $16,793,000 from year-end
1994 to year-end 1995. This category includes such loans as working capital
lines of credit, equipment financing, interim construction financing for
builders, commercial real estate financing and balloon financing for a variety
of real estate investors. The increase can be attributed to an expanded
customer base reflecting successful loan generation through referral networks
and senior lending officers' pre-established customer relationships.

The outstanding level of home equity loans increased $13,946,000
during 1995. The increase was due to the offering of promotional home equity
loan products during the year which featured competitive rates and fee
arrangements. Also, depositors who opened accounts with the bank during the
first six months of its operations were awarded certain lifetime benefits, one
of which was a special rate on home equity loans. Management attributes the
growth in this lending category to these promotional programs. These loans are
secured by first or second position mortgage liens on the underlying property
with loan-to-value ratios not exceeding 80 percent.

Consumer loans increased approximately $15 million from December 31,
1994 to December 31, 1995. Approximately $10.4 million of this increase is
related to the purchase of fixed rate indirect automobile loans. These
indirect automobile loans are purchased from Hinsdale Bank, an affiliated bank,
and are loans secured by new and used vehicles. These credits generally have
an original maturity of 36 to 60 months; however, the average actual maturity
is estimated to be approximately 37 months. The risk associated with this
portfolio is diversified amongst many individual borrowers.

Residential real estate increased $8,092,000 during 1995. This
category includes adjustable rate mortgages that have repricing terms from one
to three years, construction loans to individuals, and bridge financing loans
for qualifying customers. North Shore Bank does not generally originate loans
for its own portfolio with long-term fixed rates due to interest rate risk
considerations. However, North Shore Bank does accommodate customer requests
for these fixed rate loans by originating and selling the loans in the
secondary market for which North Shore Bank receives a fee.

North Shore Bank has no loans to businesses or governments of foreign
countries.

81
<PAGE> 94

The following table sets forth maturities as of December 31, 1995, of
certain loan categories (in thousands):

<TABLE>
<CAPTION>
Within From 1 After
one year to 5 years 5 years Total
-------- ---------- ------- ---------
<S> <C> <C> <C> <C>
Commercial paper . . . . . . 2,490 $ -- $-- 2,490

Commercial loans . . . . . . 15,618 2,236 -- 17,854
------- ------ --- -------
Total commercial . . . . . . $18,108 $2,236 $-- $20,344
======= ====== === =======

</TABLE>

Of those loans maturing after one year, $2,236,000 have fixed rates.

Money Market Investments and Investment Securities. North Shore Bank's
objective in managing its securities portfolio is to balance its liquidity
risk, interest rate risk and credit quality such that its earnings are
maximized. As noted in the "Loan" section above, the predominant portion of
the funds received from new deposit accounts was invested in the various loan
categories during 1995. Management has maintained the funds that were not
invested in loans in short-term investment securities and money market
investments as follows (in thousands):

<TABLE>
<CAPTION>
December 31,
March 31, -----------------------
1996 1995 1994
----------- -------- --------
<S> <C> <C> <C>
Federal funds sold . . . . . . . . . . . 8,875 12,000 7,170
Interest bearing deposits with banks . . 10,000 7,000 14,000
Investment securities . . . . . . . . . 12,056 11,535 9,172
------- ------- -------
Total money market investments
and investment securities . . . . . . . $30,931 $30,535 $30,342
======= ======= =======
</TABLE>

Federal Funds Sold and Interest Bearing Deposits with Banks. Federal
funds sold and interest bearing deposits with banks are very short-term
investments with high quality banks. The balances in these accounts fluctuate
based upon deposit inflows and loan demand. These accounts are extremely
liquid and provide management with the ability to meet liquidity needs for
supplying loan demand or for other reasons.

Investment Securities. The carrying value of securities held by North
Shore at December 31, are as follows (in thousands):

82
<PAGE> 95
<TABLE>
<CAPTION>
December 31,
--------------------------
1995 1994
-------- --------
<S> <C> <C>
AVAILABLE-FOR-SALE
U.S. agency obligations . . . . . . 8,971 $ --
Other securities . . . . . . . . . . 2,002 --
Federal Reserve Bank stock . . . . . 212 --
Equity securities . . . . . . . . . 350 --
------- ------
Total available-for-sale . . . . $11,535 --
------- ------

HELD-TO-MATURITY
U.S. agency obligations . . . . . . -- 8,974
Federal Reserve Bank stock . . . . . -- 198
-------- ------
Total held-to-maturity . . . . . -- 9,172
-------- ------
Total investment securities . . . $11,535 $9,172
======= ======
</TABLE>

There were no securities of any single issuer which had book value in
excess of 10 percent of shareholders' equity at December 31, 1995.

Maturities of securities as of December 31, 1995 are as follows (in thousands):

<TABLE>
<CAPTION>
Within From 1 From 5 to After Equity
1 Year to 5 years 10 years 10 years Securities Total
------ ---------- ---------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
U.S. agency obligations . . . . 8,971 $ -- $ -- $ -- $ -- 8,971
Other securities . . . . . . . 499 1,503 -- -- -- 2,002
Federal Reserve Bank stock . . -- -- -- -- 212 212
Equity securities . . . . . . . -- -- -- -- 350 350
------ ------ --- ---- ---- -------
Total . . . . . . . . . . . . $9,470 $1,503 $-- $ -- $562 $11,535
====== ====== === ==== ==== =======
</TABLE>

The weighted average yield for each range of maturities of securities is shown
below as of December 31, 1995:

<TABLE>
<CAPTION>
Within From 1 From 5 to After Equity
1 Year to 5 years 10 years 10 years Securities Total
------ ---------- ---------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
U.S. agency obligations . . . 5.66% -- -- -- -- 5.66%
Other securities . . . . . . 5.38% 6.52% -- -- -- 6.24%
Federal Reserve Bank stock . . -- -- -- -- 6.00% 6.00%
Equity securities . . . . . . . N/A N/A N/A N/A N/A N/A
</TABLE>

Yields on equity securities are not considered meaningful for purposes of this
analysis.

North Shore did not own any federally tax-advantaged securities during the
periods presented.

83
<PAGE> 96
Shareholders' Equity. North Shore was initially capitalized through
the issuance of 1,000 common shares, no par value, at $1 each; 10,000 no par
preferred convertible shares at $50 each; and 5,000 no par common stock series
A warrants at $5 each. Each series A warrant entitles the holder to acquire
one share of common stock at a purchase price of $50.

Subsequent to the initial capitalization, in 1994, North Shore raised
an additional $8,670,000 through the private placement issuance of 173,480 no
par common shares. During the initial period of operations, North Shore
allocated $1,000,000 of the initial surplus to undivided profits to cover
initial operating expenditures.

The 10,000 preferred shares initially outstanding were exchanged in
the fourth quarter of 1994, for 22,500 common shares of North Shore Common
Stock, as the preferred stock was retired by North Shore.

North Shore also has a stock rights plan for certain key employees and
Directors. Each stock right entitles the holder to purchase one share of North
Shore's common stock for $40.00 per share. The plan was adopted on December 1,
1993 and expires on December 1, 2003. The plan provides for the issuance of a
total of 20,000 such rights, all of which have been awarded. As of December
31, 1995, none of the stock rights had been exercised.

During 1995, North Shore issued shares of common stock at $75 per
share to fund asset growth. This additional offering of common stock resulted
in additional capital proceeds of approximately $4.3 million. Of the $4.3
million raised, approximately $3.7 million was received in 1995 and the
remaining $0.6 million was received in the first quarter of 1996.

The following table reflects various measures of capital at March 31,
1996, December 31, 1995 and December 31, 1994:

<TABLE>
<CAPTION>
December 31,
March 31, -----------------
1996 1995 1994
----------- ------ ------
<S> <C> <C> <C>
Ending equity-to-assets ratio . . . . . . . 9.7% 10.6% 18.3%
Ending leverage ratio . . . . . . . . . . . 9.5% 10.3% 17.6%
Ending tier 1 risk based capital ratio . .12.8% 15.2% 18.4%
Ending total risk based capital ratio . . .13.4% 15.8% 18.5%
Dividend payout ratio . . . . . . . . . . . 0.0% 0.0% 0.0%
</TABLE>

Management is not aware of any known trends, events, regulatory
recommendations or uncertainties that will have any adverse effect on North
Shore's capital resources or operations.

ASSET-LIABILITY MANAGEMENT

As a continuing part of its financial strategy, North Shore attempts
to manage the impact of fluctuations in market interest rates on its net
interest income. This effort entails providing a reasonable balance between
interest rate risk, credit risk, liquidity risk and maintenance of yield.
Asset-liability management policies are established and monitored by management
in conjunction with the Board of Directors. The policy is implemented by the
Bank's asset-liability management committee which meets at least quarterly and
is comprised of senior officers and directors of the Bank appointed annually to
the committee.

84
<PAGE> 97

fixed rate instruments approaching maturity. Changes in net yield on
interest-sensitive assets arise when interest rates on assets, such as loans
and investment securities, change in a different time period from that of
interest rates on liabilities, such as time deposits. Changes in net yield on
interest-sensitive assets also arise from changes in the mix and volumes of
earning assets and interest-bearing liabilities. The interest rate sensitivity
ratio provides a measure of the gap between assets and liabilities subject to
repricing at a certain time. A ratio of 1.0 indicates a matched position, in
which case the effect on net interest income due to interest rate movements
will be reduced.

To protect the net interest margin from the volatility of the business
cycle, during most economic cycles, management believes its asset-liability
management goals can best be achieved by maintaining a balance sheet with an
asset sensitive posture. This position provides protection during an
inflationary economy and the rising interest rates that may result. In order
to quantify this philosophy, management has implemented a computer based
modeling system which has the ability to project earnings fluctuations under
assumptions of changes in market interest rates.

Net income is calculated based upon a most probable interest rate
scenario as well as various rising and falling rate scenarios. The projected
rise and fall of rates will be severe in order to determine a worst case
scenario should rates move against the balance sheet structure. The tolerance
for negative fluctuations in net income from a base line calculated using a
"most probable" rate forecast shall be a maximum of 25 percent over a two year
time horizon. To assist in further quantifying the Bank's sensitivity to a
fluctuation in market interest rates, a static gap analysis will be performed
in conjunction with the income simulation.

In the event the quantitative analyses determine that the balance
sheet is improperly positioned, and is at risk from a particular change in
market interest rates, management may consider any or all of the following
courses of action: (i) alter the duration of the investment and loan
portfolios to reduce interest rate risk; (ii) attempt to change the preference
of depositors to encourage funds to flow to specific areas of the maturity
spectrum; or (iii) apply specific hedges to specific assets or liabilities to
reduce interest rate risk.

The following table illustrates North Shore's estimated interest rate
sensitivity and periodic and cumulative gap positions as calculated as of March
31, 1996. Although actual maturity and repricings may occur differently for
regular and passbook savings and NOW accounts, these accounts are treated as
though they are subject to immediate withdrawal and are presented in the
earliest period presented. An institution with more assets repricing than
liabilities over a given timeframe is considered asset sensitive and will
generally benefit from rising rates.

85
<PAGE> 98

<TABLE>
<CAPTION>
0-90 91-365 1-5 Over 5
Days Days Years Years Total
---- ------ ----- ------ -----
(in thousands)
<S> <C> <C> <C> <C> <C>
ASSETS:
Loans . . . . . . . . . . . . . . . . $51,085 $ 7,321 $ 9,919 $ 6,013 $74,338
Taxable Investments . . . . . . . . . 11,534 -- -- 170 11,704
Interest Bearing Bank Deposits . . . 10,000 -- -- -- 10,000
Fed. Funds Sold . . . . . . . . . . . 8,875 -- -- -- 8,875
Equity Securities . . . . . . . . . . -- -- 350 -- 350
Other . . . . . . . . . . . . . . . . -- -- -- 12,671 12,671
------- -------- -------- -------- -------
Total Assets . . . . . . . . . $81,494 $ 7,321 $ 10,269 $ 18,854 $117,938
======= ======== ======== ======== ========

LIABILITIES:
NOW . . . . . . . . . . . . . . . . . $11,878 $ -- $ -- $ -- $11,878
Savings & Money Market . . . . . . . 24,571 -- -- -- 24,571
Time Deposits . . . . . . . . . . . . 29,218 16,001 12,003 -- 57,222
Short Term Borrowings . . . . . . . -- -- -- -- --
Term Debt . . . . . . . . . . . . . . -- -- -- -- --
Other . . . . . . . . . . . . . . . . -- -- -- 24,267 24,267
------- -------- -------- -------- -------
Total Liabilities . . . . . . $65,667 $ 16,001 $ 12,003 $ 24,267 $117,938
======= ======== ======== ======== ========

Rate Sensitive Assets (RSA) . . . . . . $81,494 $ 88,815 $ 99,084 $117,938 117,938

Rate Sensitive Liabilities (RSL) . . . $65,667 $ 81,668 $ 93,671 $117,938 117,938

Cumulative Gap . . . . . . . . . . . . $15,827 $ 7,147 $ 5,413

RSA/RSL . . . . . . . . . . . . . . . . 1.24 1.09 1.06
RSA/ASSETS . . . . . . . . . . . . . . 0.69 0.75 0.84
RSL/ASSETS . . . . . . . . . . . . . . 0.56 0.69 0.79

GAP/ASSETS . . . . . . . . . . . . . . 13.42% 6.06% 4.59%
GAP/RSA . . . . . . . . . . . . . . . . 19.42% 8.05% 5.46%
</TABLE>

While the gap position illustrated above is a useful tool that
management can assess for general positioning of the Bank's balance sheet,
management uses an additional measurement tool to determine if the Bank is
positioned properly. This additional evaluation method determines exposure to
changes in interest rates by measuring the percentage change in net income over
a two-year time horizon due to changes in rates. Management measures such
percentage change assuming an instantaneous permanent parallel shift in the
yield curve of 200 basis points, both upward and downward. Utilizing this
measurement concept, the interest rate risk of North Shore, expressed as a
percentage change in net income over a two-year time horizon due to changes in
interest rates, at March 31, 1996, is as follows:

<TABLE>
<CAPTION>
+200 -200
Basis Basis
Points Points
------ ------
<S> <C> <C>
Percentage change in net income due
to an immediate 200 basis
point change in interest rates
over a two-year time horizon . . 100.5% (19.9%)

</TABLE>

86
<PAGE> 99
LIQUIDITY

At the Bank Level. Liquidity management involves planning to meet
anticipated funding needs at a reasonable cost. Liquidity management is guided
by policies formulated and monitored by North Shore Bank's Asset/Liability
Committee, which take into account the marketability of assets, the sources and
stability of funding and the level of unfunded commitments.

"Liquid assets" refers to money market assets such as Federal funds
sold and interest bearing deposits with banks, as well as available-for-sale
debt securities and held-to-maturity securities with a remaining maturity of
less than one year. Net liquid assets would represent the sum of the liquid
asset categories less the amount of assets pledged to secure public funds. At
December 31, 1995, net liquid assets totaled approximately $24 million,
compared to approximately $30 million at December 31, 1994. Thus, North Shore
Bank has substantial short-term balance sheet liquidity.

Long-term liquidity needs are provided by a large core deposit base,
which is the most stable source of liquidity a community bank can have due to
the long-term relationships established with the depositors and the security of
deposit insurance provided by the Federal Deposit Insurance Corporation. At
December 31, 1995, 66 percent of total assets were funded by core deposits with
balances less than $100,000 while the remaining assets were funded by other
funding sources such as core deposits with balances in excess of $100,000,
public funds, purchased funds, and the capital of North Shore Bank. At
December 31, 1994, 76 percent of total assets were funded by core deposits with
balances less than $100,000.

North Shore Bank routinely accepts deposits from a variety of
municipal entities. Typically, these municipal entities require that banks
pledge marketable securities to collateralize these public deposits. At
December 31, 1995 and 1994, North Shore Bank had approximately $5,800,000 and
$0 of such public deposits, respectively. These assets are not considered to
be core deposits and the assets that are pledged as collateral for these
deposits are not deemed to be liquid assets.

At the Holding Company Level. North Shore's principal funds are
dividends from North Shore Bank subsidiary, and if necessary, borrowings or
additional equity offerings. Banking laws place restrictions upon the amount
of dividends which can be paid to North Shore by North Shore Bank. Based on
these laws, North Shore Bank is not permitted to pay dividends until such time
as any previous operating losses have been recovered through earnings. As
such, no cash dividends were paid to North Shore by North Shore Bank during the
periods ended December 31, 1995 and 1994.

Also, North Shore Bank is required to maintain a nine percent
capital-to-assets ratio for three years as a de novo bank, and is not allowed
to pay dividends during this de novo time period without the prior approval of
the banking regulators. This three-year period will end in September 1997.

Subsequent to the three year de novo period, North Shore Bank could,
subject to minimum capital requirements, declare dividends to North Shore
without obtaining regulatory approval in an amount not exceeding (a) undivided
profits, and (b) the amount of net income reduced by dividends paid for the
current and prior two years.

As of March 31, 1996 and December 31, 1995, North Shore Bank was not
allowed to pay dividends due to these restrictions.

87
<PAGE> 100
Nonaccrual, Past Due and Restructured Loans. Nonaccrual loans at
March 31, 1996, December 31, 1995 and December 31, 1994 are as follows (in
thousands):

<TABLE>
<CAPTION>
December 31,
March 31, -------------------
1996 1995 1994
----------- -------- ------
<S> <C> <C> <C>
Nonaccrual loans . . . . . . . . . . . . . $ 659 $ 519 $ --
Nonaccrual loans to total loans . . . . . . 0.92% 0.82% 0%
</TABLE>

It is the policy of North Shore to discontinue the accrual of interest
income on any loan for which there is a reasonable doubt as to the payment of
interest or principal. Nonaccrual loans are returned to an accrual status when
the financial position of the borrower indicates that there is no longer any
reasonable doubt as to the payment of principal or interest. The loans
included above as nonaccrual were not past due more than 90 days; however,
management believed the loans exhibited certain characteristics that created
doubt as to the payment of interest or principal. Other than those loans
indicated above, North Shore had no significant loans (1) for which the terms
of had been renegotiated, or (2) for which there were serious doubts as to the
ability of the borrower to comply with repayment terms.

There were no loans past due 90 days or more at March 31, 1996 or
December 31, 1995 or 1994.

Potential Problem Loans. In addition to the nonaccrual loans shown in
the table above, there are certain loans in the portfolio which management has
identified, through its problem loan identification system, which exhibit a
higher than normal credit risk. However, these loans do not represent
non-performing loans to North Shore. Management's review of the total loan
portfolio to identify loans where there is concern that the borrower will not
be able to continue to satisfy present loan repayment terms includes factors
such as review of individual loans, recent loss experience and current economic
conditions. Loans in this category include those with characteristics such as
those past maturity more than 45 days, those that have recent adverse operating
cash flow or balance sheet trends, or have general risk characteristics that
the loan officer feels might jeopardize the future timely collection of
principal and interest payments. The principal amount of loans in this
category as of December 31, 1995 was approximately $383,000. Loans in this
category generally include loans that were classified for regulatory purposes.
At December 31, 1995, there were no significant loans which were classified by
any bank regulatory agency that are not included above as nonaccrual, past due,
or restructured.

Loan Concentrations. Loan concentrations are considered to exist when
there are amounts loaned to a multiple number of borrowers engaged in similar
activities which would cause them to be similarly impacted by economic or other
conditions. At December 31, 1995, North Shore had no concentrations of loans
exceeding 10% of total loans.

Other Real Estate Owned. In addition to the risk elements identified
above, Other Real Estate Owned would provide insight into the historical
quality of the loan portfolio. North Shore has had no Other Real Estate Owned
during any of the reporting periods.

88
<PAGE> 101
Summary of Loan Loss Experience. The following table summarizes loan
balances at the end of each period, changes in the allowance for possible loan
losses arising from additions to the allowance which have been charged to
earnings, and loans charged-off and recoveries on loans previously charged-off
by loan category.

<TABLE>
<CAPTION>
Three Months
ended Year ended Period ended
March 31, December 31, December 31,
1996 1995 1994
------------- --------------- --------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . $ 440,000 $ 50,000 $ --
Total loans charged off . . . . . . . . . . . . . . 10,000 38,000 --
Total recoveries on loans previously charged-off (1,000) -- --
Add: Provision for possible loan losses . . . . . 79,000 428,000 50,000
----------- ---------- --------
Balance at end of period . . . . . . . . . . . . . $ 510,000 $ 440,000 $50,000
=========== ========== ========

Average loans outstanding . . . . . . . . . . . . $68,245,000 $31,611,000 $988,000
=========== =========== ========
Ratio of net charge-offs during the period to
average loans outstanding during the period . . . 0.01% 0.12% 0.00%
=========== =========== ========
</TABLE>

As of December 31, 1995, management allocated the allowance for
possible loan losses by specific category as shown in the following table. The
allocation was made after considering all relevant qualitative and quantitative
factors about the loan portfolio.
<TABLE>
<CAPTION>
Percent of
Loans in Each
Category to
Amount Total Loans
------ ---------------

<S> <C> <C>
Residential real estate . . . . . . $ 8,000 14%

Commercial . . . . . . . . . . . . 123,000 32%

Home equity . . . . . . . . . . . . 108,000 30%

Consumer . . . . . . . . . . . . . 85,000 24%

Unallocated . . . . . . . . . . . . 116,000 N/A
-------- -----
Total . . . . . . . . . . . . . $440,000 100%
======== =====
</TABLE>

Prior to 1995, management did not perform a specific allocation of the
allowance for possible loan losses by category. Management believes that the
loan portfolio is well diversified and well secured, without undue
concentration in any specific risk area. Control of the loan quality is
continually monitored by management and is reviewed by the Board of Directors
and its Credit Committee on a monthly basis. Independent external review of
the loan portfolio is provided by the examinations conducted by regulatory
authorities, independent public accountants in conjunction with their annual
audit, and an independent loan review performed by an entity engaged by the
Board of Directors. The amount of additions to the allowance for possible loan
losses which are charged to earnings through the provision for possible loan
losses are determined based on a variety of factors, including actual
charge-offs during the year, historical loss experience, delinquent loans, and
an evaluation of current and prospective economic conditions in the market
area. Management believes the allowance for possible loan losses is adequate
to cover any potential losses.

89
<PAGE> 102
LAKE FOREST BANCORP, INC.

BUSINESS

Organization and Operation. Lake Forest is a bank holding company
that was incorporated as a Delaware corporation on June 25, 1991. The primary
asset of Lake Forest is its ownership of 100 percent of the common shares of
Lake Forest Bank. Lake Forest is engaged in the business of banking through
its ownership of Lake Forest Bank. Its mailing address is 727 North Bank Lane,
Lake Forest, Illinois 60045 and its telephone number is (847) 234-2442. As of
March 31, 1996, Lake Forest had total assets of $216,859,000 and total
stockholders' equity of $11,095,000.

Lake Forest Bank was organized under the laws of the State of Illinois
and commenced operation in December, 1991. Lake Forest and Lake Forest Bank
are regulated by the Federal Reserve Bank. Additionally, Lake Forest Bank is
regulated by the Illinois Commissioner and the FDIC.

Lake Forest Bank is the only locally owned and managed full service
commercial bank in its primary service area of Lake Forest, Illinois and Lake
Bluff, Illinois. The City of Lake Forest is located approximately 20 miles
north of the downtown Chicago area and has a population of approximately
17,900. The City of Lake Bluff is located directly north and adjacent to the
City of Lake Forest and has a population of approximately 5,500.

Employees. As of March 31, 1996, Lake Forest Bank employed 51
full-time equivalent employees. Lake Forest has no paid employees.

Services. Lake Forest Bank is an Illinois chartered, FDIC-insured
commercial bank which providesa full range of banking services, including trust
operations. Lake Forest Bank furnishes personal and commercial banking
services, including demand, NOW, money market, savings and time deposit
accounts; real estate, commercial and consumer loans; safe deposit facilities;
and trust services.

Lake Forest Bank was formed to provide the Lake Forest and Lake Bluff
communities with a community bank alternative. As such, Lake Forest Bank is
focused on providing a highly personal, professional level of service to
commercial and retail customers residing in these areas. Emphasis is placed on
local ownership and management in attracting and maintaining deposit, loan and
trust customers.

Property. Lake Forest Bank has four physical banking locations. Lake
Forest Bank owns the main bank facility that is a three story, 18,000 square
foot brick building located at 727 North Bank Lane in Lake Forest, Illinois.
Lake Forest Bank constructed a drive-in, walk-up banking facility on land
leased from the City of Lake Forest on the corner of Bank Lane and Wisconsin
Avenue in Lake Forest, approximately one block north of the main banking
facility. Lake Forest Bank also leases a 1,200 square foot, full service
banking facility at 103 East Scranton Avenue in Lake Bluff, Illinois and a
2,100 square foot, full service banking facility on the west side of Lake
Forest, Illinois at 810 South Waukegan Road. Lake Forest Bank maintains
automated teller machines at each of its locations except the 810 South
Waukegan Road facility. Lake Forest Bank has no offsite automated teller
machines.

ADDITIONAL INFORMATION

For a description of Lake Forest's and Lake Forest Bank's competition,
litigation, regulatory environment, interests in affiliates, transactions with
management and relationship with independent public accountants, see "MATTERS
OF GENERAL APPLICABILITY TO BANKS."

90
<PAGE> 103
MANAGEMENT OWNERSHIP OF COMMON STOCK

The following table sets forth information as of June 30, 1996, with
respect to beneficial ownership of shares of Lake Forest held by (i) each
director of Lake Forest, (ii) each executive officer of Lake Forest and (iii)
all directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares
Issuable
Upon Shares Total Pro
Conversion Subject Lake % of Forma
of to Vested Forest Lake % of
Common Preferred Stock Beneficial Forest Wintrust
Shares(1) Shares(2) Options Ownership Total(3) Total(3)(4)
------- ----------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS
- ---------
Howard D. Adams(5)** . . . . . . . . 17,890 -- 200 18,090 11.06% 7.78%
Craig E. Arnesen** . . . . . . . . . 3,280 750 4,634 8,664 5.16% 1.45%
Maurice F. Dunne, Jr. . . . . . . . . 1,200 -- 580 1,780 1.09% *
Maxine Farrell . . . . . . . . . . . -- -- -- -- * *
Francis C. Farwell+ . . . . . . . . . 1,500 -- 650 2,150 1.31% *
Robert D. Harnach(6) . . . . . . . . 14,050 -- -- 14,050 8.60% 6.23%
John A. Hilton, Jr. . . . . . . . . . 410 -- 467 877 * *
Eugene Hotchkiss, III . . . . . . . . 200 -- 134 334 * *
Moris T. Hoversten . . . . . . . . . 1,430 -- 673 2,103 1.28% *
John S. Lillard . . . . . . . . . . . 3,500 -- 466 3,966 2.42% *
Albin F. Moschner . . . . . . . . . . 400 -- -- 400 * *
Genevieve M. Plamondon . . . . . . . 1,200 -- 700 1,900 1.16% *
Hollis W. Rademacher . . . . . . . . -- -- -- -- * *
J. Christopher Reyes . . . . . . . . 3,000 -- 414 3,414 2.08% 1.56%
Babette Rosenthal . . . . . . . . . . 362 -- -- 362 * *
Ellen A. Stirling . . . . . . . . . . 7,000 -- 540 7,540 4.60% 1.49%
Edward J. Wehmer** . . . . . . . . . 636 1,500 8,748 10,884 6.32% 3.36%
--- ----- ------ ------ ---- ------
Total Directors . . . . . . . . . 56,058 2,250 18,206 76,514 46.29% 26.23%

NON-DIRECTOR EXECUTIVE OFFICERS
- -------------------------------
David A. Dykstra . . . . . . . . . . 250 -- 300 550 * *
Randolph Hibben . . . . . . . . . . . 784 300 2,443 3,527 2.13% *
Robert F. Key . . . . . . . . . . . . 409 -- -- 409 * *
Joseph Alaimo . . . . . . . . . . . . 333 -- 250 583 * *
Frank Strainis . . . . . . . . . . . 105 -- 250 355 * *
Lloyd M. Bowden . . . . . . . . . . . 455 -- -- 455 * *
------ ----- ------ ------ ----- -----

Total Directors and Executive
Officers as a group . . . . . . . 58,394 2,550 21,449 82,393 49.86% 27.79%
====== ===== ====== ====== ===== =====

Total Common Shares
and Share Equivalents . . . . . . 160,810 2,550 23,806 187,166
======= ====== ====== =======
</TABLE>

- ----------------
* Less than 1%
** Denotes executive officer (in addition to director status)
+ Denotes a non-voting advisor to the Board of Directors

(1) Includes shares held directly and, if applicable, indirectly through such
person's spouse, minor children, certain family trusts, IRA's or 401(k)
plans.

91
<PAGE> 104

(2) Pursuant to the Reorganization Agreement, all preferred shares are to be
converted to shares of Common Stock prior to consummation of the
Reorganization. Each share of preferred stock is convertible into 1.5
shares of Lake Forest Common Stock.

(3) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(5) Includes an aggregate of 3,280 shares held in certain family trusts for
the benefit of Mr. Howard D. Adams' children and with respect to which Mr.
Adams' wife has voting power; also includes 80 shares held by a charitable
foundation with respect to which shares Mr. Adams has voting power. Mr.
Adams disclaims beneficial ownership of all such shares. Does not include
an aggregate of 8,450 shares held by the Alan W. Adams Family Trust and
the Sarah K. Adams Family Trust for the benefit of Mr. Adams' adult
children nor an additional 649 shares held by his children. See
"Beneficial Ownership of Certain Shareholders" below.

(6) Includes (i) 600 shares held by Milbank of which Mr. Harnach is an
officer, director and principal shareholder; (ii) 750 shares held by an
employee retirement plan of Milbank of which Mr. Harnach is a trustee; and
(iii) 12,700 shares held by Deerpath to which Milbank serves as investment
advisor and with respect to which shares Mr. Harnach has shared voting and
investment power.

92
<PAGE> 105
BENEFICIAL OWNERSHIP OF CERTAIN SHAREHOLDERS

On June 30, 1996, Lake Forest had 160,810 shares of common stock
outstanding. As of such date, the following persons not listed under
"Management Ownership of Common Stock" are known by Lake Forest to be the
owners of more than 5 percent of its common stock.

<TABLE>
<CAPTION>
Number of Shares Percent
Name Address Beneficially Owned of Class(1)
---- ------- ------------------ --------
<S> <C> <C> <C>
Milbank(2) 135 South LaSalle Street 15,650 9.58%
Chicago, Illinois 60603
Emmett D. McCarthy, as trustee
for(3):
Alan W. Adams Family Trust 570 Crabtree Lane
Sarah K. Adams Family Trust Lake Forest, Illinois 8,450 5.17%
</TABLE>

______________
(1) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(2) Includes (i) 600 shares held by Milbank of which Robert D. Harnach, a
director of Lake Forest and Hinsdale, is an officer, director and
principal shareholder with shared voting and investment power relating to
such shares; (ii) 600 shares held by Larry Wright, a director of Crabtree
who is also an officer, director and principal of Milbank; (iii) 750
shares held by an employee retirement plan of Milbank of which Mr. Wright
and Mr. Harnach are trustees with voting and investment power; (iv) 12,700
shares held in Deerpath, a limited partnership to which Milbank serves as
investment advisor and with respect to which Mr. Wright and Mr. Harnach
exercise shared voting and investment power; and (v) 1,000 shares held in
certain family trusts of another officer of Milbank with respect to which
such officer of Milbank acts as co-trustee and exercises voting power.

(3) The Alan W. Adams Family Trust and the Sarah K. Adams Family Trust are
irrevocable trusts for which Emmett D. McCarthy and either Alan W. Adams
or Sarah K. Adams, respectively, serve as co-trustees. Mr. McCarthy is a
Director of Crabtree. Of the total shares beneficially owned by the two
Trusts, each Trust owns 4,225 shares of Lake Forest Common Stock. The
beneficiaries of the respective Trusts are Alan W. Adams and Sarah K.
Adams, respectively, the two adult children of Howard D. Adams, and Mr.
McCarthy disclaims beneficial ownership of all such shares. Mr. Alan W.
Adams is currently a vice president of Lake Forest Bank and a Director
nominee of Wintrust and directly owns an additional 449 shares and has
vested options to acquire an additional 100 shares.

93
<PAGE> 106
SELECTED FINANCIAL DATA
LAKE FOREST BANCORP, INC.

Three Months Ended PERIOD
March 31, Year Ended December 31, ENDED
----------------------- --------------------------------------- DECEMBER 31,
1996 1995 1995 1994 1993 1992 1991(1)
-------- -------- -------- -------- --------- -------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income . . . . . . 3,445 2,665 12,180 6,708 3,743 1,800 18

Interest expense . . . . . 2,200 1,692 7,749 3,831 1,939 1,031 8
-------- -------- -------- -------- ------- ------- ------
Net interest income . . . 1,245 973 4,431 2,877 1,804 769 10
Provision for possible
loan losses . . . . . . . 110 63 301 240 240 182 0
-------- -------- -------- -------- ------- ------- ------
Net interest income after
provision for possible
loan losses . . . . . . 1,135 910 4,130 2,637 1,564 587 10
Noninterest income,
excluding security gains 240 149 1,115 628 760 52 0
Security gains . . . . . . 18 0 0 21 23 0 0
Noninterest expense . . . . 1,133 969 4,402 2,778 2,147 2,025 340
-------- -------- -------- -------- ------- ------- -------
Net income before income
taxes . . . . . . . . . . . 260 90 843 508 200 (1,386) (330)
Income tax expense
(benefit) . . . . . . . . . 82 0 (172) 0 0 0 0
-------- -------- -------- -------- ------- ------- -------
Net income (loss) . . . . . $ 178 $ 90 $1,015 $508 $200 $(1,386) $(330)
======== ======== ======== ======== ======= ======= =======
Net income (loss) per
common share . . . . . . $ 1.01 $ 0.54 $ 5.95 $ 3.05 $ 1.32 $ (13.36) NM

Cash dividends per common
share . . . . . . . . . . . $0 $0 $0 $0 $0 $0 $0

Total assets at end of
period . . . . . . . . . . $216,350 $164,642 $197,140 $144,155 $96,186 $ 50,128 $ 9,033

Total deposits at end of
period . . . . . . . . . . $200,021 $151,618 $181,186 $126,067 $81,452 $ 42,996 $ 2,361

Secured-term debt at end of
period . . . . . . . . . . $ 3,952 $ 2,922 $ 3,952 $ 2,742 $0 $ 600 $ 600

Preference stock at end of
period . . . . . . . . . . $3 $3 $3 $3 $3 $3 $0

Return on average total
assets . . . . . . . . . . 0.35% 0.23% 0.58% 0.44% 0.28% (3.90%) --(2)
Return on average common
shareholders' equity . . 6.49% 3.79% 9.98% 5.53% 2.35% (25.18 %) --(2)
</TABLE>

- ---------------
(1) Management has for this period presented selected financial data
reflecting reported results from the date of incorporation (September
25, 1991) to December 31, 1991. The Company was in a capital raising
and organizational phase and as described elsewhere herein was only
operational from December 27, 1991 to December 31, 1991.

(2) Return on average assets and average equity ratios are not meaningful
as a result of the nature of operations as discussed in Note 1 above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

General. Lake Forest completed its fourth full year of operations in
1995. During that time period, Lake Forest has conducted no business other
than that directly related to "Lake Forest Bank". Lake Forest's results of
operations are primarily dependent on Lake Forest Bank's net interest income,
which is the difference between interest income on interest-earning assets and
interest expense on interest-bearing liabilities. In addition, to a lesser
extent, Lake Forest Bank's operating results are affected by fees paid by
borrowers, fees earned on residential mortgage loans sold to the secondary
market, customer service charges and other income. Also, noninterest expenses
such as employee salaries and benefits, office occupancy, marketing, insurance
costs and other expenses affect the results of operations. Finally, income tax
consequences have an impact on the reported results of operations.

Operational results are also affected by general economic conditions
(particularly changes in interest rates), competition, government policies and
actions of regulatory agencies.

94
<PAGE> 107
RESULTS OF OPERATIONS

Comparison of Results for the Period Ended March 31, 1996 to the Period Ended
March 31, 1995

Lake Forest recorded net income of $178,000 and $90,000 for the
three-month period ended March 31, 1996 and for the three-month period ended
March 31, 1995, respectively. The following discussion will discuss the
components of the net income and the change between the respective three month
periods.

Net interest income increased to $1,245,000 for the three months ended
March 31, 1996 from approximately $973,000 for the same period of 1995. This
28 percent increase in net interest income can generally be attributable to a
29 percent increase in average earning assets for the first quarter of 1996 as
compared to the first quarter of 1995. The net interest margin was 2.66
percent for the three months ended March 31, 1996 compared to 2.68 percent for
the three months ended March 31, 1995. Accordingly, the increase in average
earning assets combined with a very slight compression of the net interest
margin appropriately explains the increase in the net interest margin.

The provision for possible loan losses increased to $110,000 for the
three months ended March 31, 1996 compared to $63,000 for the prior year three
month period. Lake Forest Bank has provided a higher amount to the allowance
for possible loan losses during the first quarter of 1996 because of the growth
in the loan portfolio. Loans outstanding at March 31, 1996 were $121,055,000
compared to $77,068,000 at March 31, 1995. Management considers it prudent to
continue to build a reserve for unanticipated credit problems that may occur
with the existing portfolio despite having no loans on nonaccrual status or
significantly past due at March 31, 1996. The allowance for loan losses as a
percentage of total loans outstanding stood at 0.78 percent at March 31, 1996
compared to 0.91 percent as of March 31, 1995. The decline in the ratio of the
allowance to total loans is a function of the growth in the loan portfolio and
net charge-offs of approximately 98,000 during the first quarter of 1996.
However, due to the high quality of the outstanding loan portfolio, management
considers the amount of the provision and the level of the allowance for loan
losses to be adequate for the period ended and as of March 31, 1996.

Other noninterest income, excluding security gains, totaled $240,000
for the three months ended March 31, 1996 compared to approximately $150,000
for the three months ended March 31, 1995. The increase in the 1996 and 1995
three month periods is a primarily a result of (1) approximately $40,000 of
increased revenue related to fees on fixed rate residential mortgage loans
which were sold in the secondary market; and (2) approximately $37,000 of
increased income from trust administration services. Additionally, Lake Forest
recorded an $18,000 gain on the sale of securities that were available for
sale, while 1995's first quarter had no gains from the sales of securities.

Other noninterest expenses were $1,133,000 and $969,000 for the
three-month periods ended March 31, 1996 and March 31, 1995, respectively. The
major components of the other noninterest expenses for the respective three
month periods are as follows (in thousands):

<TABLE>
<CAPTION>
Three Months
Ended March 31,
--------------------
1996 1995
------- ------
<S> <C> <C>
Salaries and employee benefits . . . . 620 478
Occupancy expense . . . . . . . . . . . 124 89
Other noninterest expenses . . . . . . 389 402
------ ----
Total other noninterest expenses . . . $1,133 $969
====== ====
</TABLE>

95
<PAGE> 108

Salaries and Employee Benefits and Occupancy Expense. Salaries and
employee benefits and occupancy expenses were higher in the first quarter of
1996 compared to the first quarter of 1995 primarily due to the opening of a
new banking facility in the western section of Lake Forest during the second
quarter of 1995. Accordingly, the 1996 amounts include salaries and benefits
for 5 additional employees related to that facility while there were no such
expenses in the first three months of 1995. Also, normal salary increases
contributed to the increase from the 1995 period to the 1996 period.
Additionally, occupancy expense increased for 1996's first three months
fundamentally as a result of the additional bank location.

Other Noninterest Expenses. Notwithstanding the additional expenses
incurred related to the opening of the additional banking facility as noted in
the preceding section, other noninterest expenses declined for the first
quarter of 1996 as compared to the first quarter of 1995 primarily as a result
of (1) a significant reduction in the level of premiums charged for Federal
Deposit Insurance Corporation (FDIC) deposit insurance. During the first
quarter of 1995, Lake Forest Bank was paying a premium $0.23 per $100 of
deposits for FDIC insurance, or approximately $66,000; however during for the
first quarter of 1996, Lake Forest Bank recorded expense of only $500 due to a
significant restructuring of the deposit insurance rate schedule. Lake Forest
Bank expects the $500 per quarter rate to apply for the remainder of 1996
unless the rate schedule is further modified by the FDIC; (2) the amount
recorded for advertising and marketing expenses for the first three months of
1996 was approximately $24,000 less than the same period of 1995, primarily due
to the fact that 1995's marketing expenses included promotions for the upcoming
opening of the new banking facility in the western section of Lake Forest; and
(3) offsetting these expense reductions were the normal operating costs of
operating the additional banking facility in 1996's first quarter compared to
1995's first quarter.

Comparison of Results for the Years Ended December 31, 1995 and December 31,
1994

General. Lake Forest had net income of $1,015,000 for the year ended
December 31, 1995, compared with $508,000 for the year ended December 31, 1994.
The increase in net income was due to an increase in net interest income of
$1,554,000, an increase in other noninterest income of $466,000, the
realization of $172,000 in income tax benefits, offset by an increase in the
provision for possible loan losses of $61,000 and other noninterest expenses of
$1,624,000. These and other details will be discussed in greater detail in the
following sections.

Net Interest Income. The major source of earnings for Lake Forest is
net interest income. Net interest income was approximately 80 percent, 82
percent and 70 percent of the net revenues during 1995, 1994, and 1993,
respectively. Net interest income is defined as the difference between
interest income and fees on earning assets and interest expense on deposits and
borrowings.

Interest Income and Interest Expense. Interest income increased from
$6,708,000 in 1994 to $12,180,000 in 1995. This $5,472,000 increase in
interest income was attributable to (1) a 52 percent increase in average
earning assets; (2) a shift in the earning assets mix such that higher yielding
loans comprised a larger portion of the total earning assets; and (3) a rise in
interest rates during 1995. Interest expense increased from $3,831,000 in 1994
to $7,749,000 in 1994. The 102 percent increase in interest expense was
attributable to a 56 percent increase in interest-bearing liabilities and a
general rise in interest rates paid to depositors during 1995. An analysis of
the components and characteristics of interest income and interest expense is
presented in the table below, including average balances and average
rates/yields for Lake Forest Bank's earning assets and interest bearing
liabilities for the years ended December 31, 1995, 1994 and 1993.

96
<PAGE> 109
<TABLE>
<CAPTION>

1995 1994 1993
-------------------------------- ------------------------------ -----------------------------
Average Average Average Average Average Average
Balance Interest Yield/Rate Balance Interest Yield/Rate Balance Interest Yield/Rate
-------- --------- ---------- --------- -------- ---------- -------- -------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest bearing deposits with
banks . . . . . . . . . . . . . . . $ 21,265 $1,130 6.25% $12,351 $555 4.49% $7,663 $258 3.37%
Federal funds sold . . . . . . . . 15,044 876 5.82% 8,551 361 4.22% 7,808 239 3.06%
Taxable debt securities . . . . . . 34,960 1,916 5.48% 27,442 1,380 5.03% 17,534 827 4.72%
Equity securities . . . . . . . . . 1,334 -- 0.00% 381 -- 0.00% -- -- --
Loans, net of unearned discount . . 89,764 8,058 8.98% 57,883 4,412 7.62% 34,398 2,419 7.03%
------- ------ ---- -------- ----- ---- ------ ----- ----
Total earning assets . . . . . . 162,367 12,180 7.50% 106,608 6,708 6.29% 67,403 3,743 5.55%
------- ------ ---- ------- ----- ---- ------ ------ ----

Cash and due from banks-noninterest
bearing . . . . . . . . . . . . . . 3,674 3,006 1,782
Allowance for possible loan losses (770) (521) (293)
Premises and equipment, net . . . . 7,504 4,796 2,025
Other assets . . . . . . . . . . . 2,043 2,430 1,521
-------- -------- -------
Total Assets . . . . . . . . . . $174,818 $116,319 $72,438
======== ======== =======

LIABILITIES AND SHAREHOLDERS'
EQUITY
Deposits-interest bearing
NOW accounts . . . . . . . . . . . $18,406 713 3.87% $6,505 174 2.67% $3,090 83 2.69%
Savings and money market deposits . 50,813 2,020 3.98% 53,427 1,953 3.66% 38,326 1,303 3.40%
Time deposits . . . . . . . . . . . 76,202 4,681 6.14% 29,642 1,417 4.78% 13,583 518 3.81%
-------- ----- ---- ------- ----- ---- ------ ------ ----
Total interest-bearing deposits . 145,421 7,414 5.10% 89,574 3,544 3.96% 54,999 1,904 3.46%
------- ----- ---- ------ ----- ---- ------- ----- ----

Short-term borrowings . . . . . . . 1,141 59 5.17% 4,960 200 4.03% 1,505 35 2.33%
Term-debt . . . . . . . . . . . . . 3,125 276 8.83% 1,220 87 7.13% -- -- --
-------- ------ ----- ------- ------ ---- --------- -------- -----
Total interest-bearing liabilities 149,687 7,749 5.18% 95,754 3,831 4.00% 56,504 1,939 3.43%
------- ----- ---- ------ ----- ---- ------- ----- ----

Noninterest bearing deposits . . . 14,558 11,127 7,254
Other liabilities . . . . . . . . . 407 245 164
Shareholders' equity . . . . . . . 10,166 9,193 8,516
-------- ----- -------
Total liabilities and
shareholders' equity . . . . . . $ 174,818 $116,319 $72,438
========= ======== =======

Interest income/average earning
assets . . . . . . . . . . . . . . 7.50% 6.29% 5.55%
Interest expense/average interest-
bearing liabilities . . . . . . . . 5.18% 4.00% 3.43%
---- ---- ----
Net interest spread . . . . . . . . $ 4,431 2.32% $2,877 2.29% $1,804 2.12%
======== ==== ====== ==== ====== ====

Net interest margin(1) . . . . . . 2.73% 2.70% 2.68%
==== ==== ====
</TABLE>

- ------------------
(1) Net interest margin represents net interest income as a percentage of the
average earning assets during the period.

97
<PAGE> 110
Changes in Interest Income and Expense. The following table shows the
dollar amount of changes in interest income and expense by major categories of
assets and liabilities attributable to changes in volume or rate or both, for
the periods indicated (in thousands):

<TABLE>
<CAPTION>
1995 Compared to 1994 1994 Compared to 1993
---------------------------------- ----------------------------
Change Change Change Change
Due to Due to Total Due to Due to Total
Volume Rate Change Volume Rate Change
------ ------- ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning deposits with
banks . . . . . . . . . . . . . $ 502 $273 $775 $192 $105 $297
Federal funds sold . . . . . . . 343 172 515 24 98 122
Taxable securities . . . . . . . 417 257 674 495 58 553
Loans, net of discount . . . . . 2,728 780 3,508 $1,775 218 1,993
----- --- ----- ------ --- -----
Total interest income . . . . $3,990 $1,482 $5,472 $2,468 $479 $ 2,965
------ ------ ------ ------ ---- -------

NOW accounts . . . . . . . . . . 433 106 539 91 -- 91
Savings and money market deposits (85) 152 67 546 104 650
Time deposits . . . . . . . . . . 2,763 501 3,264 740 159 899
Short-term borrowings . . . . . (223) 82 (141) 125 40 165
Term debt . . . . . . . . . . . 164 25 189 87 -- 87
------ ---- ----- ----- ---- ------
Total interest expense . . . . 3,052 866 3,918 1,589 303 1,892
----- ---- ------ ----- ---- ------
Net interest income . . . . . $938 $616 $1,554 $897 $176 $1,073
==== ==== ====== ==== ==== ======
</TABLE>

Volume variances are computed using the change in volume multiplied by
the previous year's rate. Rate variances are computed using the changes in
rate multiplied by the previous year's volume. The change in interest due to
both rate and volume has been allocated between the factors in proportion to
the relationship of the absolute dollar amounts of the change in each. Lake
Forest did not own any federally tax-advantaged securities during the periods
presented.

Provision for Possible Loan Losses. The provision for possible loan
losses increased from $240,000 in 1994 to $301,000 in 1995. Management
continued to provide for additions to the allowance for possible loan losses as
the loan portfolio increased approximately $40 million, or 58 percent, between
the year-end periods. As of December 31, 1995, the allowance for possible loan
losses stood at 0.85 percent of loans outstanding, which management feels is
adequate to cover potential losses in the portfolio. There can be no assurance
that future losses will not exceed the amounts provided for, thereby affecting
future results of operations. Future additions to the allowance for possible
loan losses are dependent upon the economy, changes in real estate values,
interest rates, the view of regulatory agencies toward adequate reserve levels,
and past due and non-performing loan levels.

Other Noninterest Income. Noninterest income increased to $1,115,000
in 1995 from $649,000 in the previous year. Approximately $197,000 of the
increase was attributable to additional trust administration fees. In early
1995, the trust department added two new senior managers to oversee the trust
operations, investments, administration and new business development. These
individuals were responsible for generating additional trust business during
the course of 1995. Management expects further increases in trust revenue in
1996. Also, during 1995, Lake Forest Bank recorded approximately $125,000 in
fee income for services rendered to Libertyville Bancorp, Inc. and Wolfhoya
Investments, Inc. Lake Forest Bank contributed its marketing plans, data
processing file structure, new product development materials and other services
to assist these entities in establishing de novo bank operations. Fees on
loans sold increased approximately $74,000 in 1995 as compared to the prior
year. A favorable interest rate environment and an experienced lending officer
contributed to this increase. Fees on loans sold relate to income received by
Lake Forest Bank for its services of originating and selling residential real
estate loans in the secondary market. Service charges on deposit accounts
increased from $105,000 in 1994 to $146,000

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<PAGE> 111

in 1995, or approximately $41,000, primarily as a result of the rapid growth in
the retail deposit base. The level of service charges received on deposit
accounts is substantially below peer group levels because management believes
in the philosophy of providing high quality service without encumbering that
service with numerous activity charges. This philosophy has contributed to the
strong growth in retail deposits. The remaining increase in noninterest income
is a result of a variety of less material items.

Noninterest Expense. Noninterest expenses include all expenses other
than interest expense and the provision for possible loan losses. The
following table provides a detailed analysis of the composition of these
expenses (in thousands).

<TABLE>
<CAPTION>
For the Year
Ended December 31,
------------------- Dollar Percentage
1995 1994 Change Change
------ ------ ------ ----------
<S> <C> <C> <C> <C>
Salaries and employee benefits . . . . . . . . . 2,283 1,436 847 59.0%
Occupancy expenses . . . . . . . . . . . . . . . 394 223 171 76.7%
Advertising and marketing . . . . . . . . . . . . 234 152 82 53.9%
Data processing . . . . . . . . . . . . . . . . . 314 211 103 48.8%
Insurance . . . . . . . . . . . . . . . . . . . . 222 239 (17) (7.1%)
Other noninterest expenses . . . . . . . . . . . 955 517 438 84.7%
------ ------ ------ ----
Total noninterest expenses . . . . . . . . . . $4,402 $2,778 $1,624 58.5%
====== ====== ====== ====
</TABLE>

The following discussion will review changes related to individual components
of noninterest expenses.

Salaries and Employee Benefits. The opening of two new branch banking
facilities and the expansion of the deposit base by 44percent were largely
responsible for the growth in salaries and employee benefits. In December of
1994, a branch was established in the neighboring community of Lake Bluff,
approximately four miles north of Lake Forest Bank's main offices. Located six
miles to the south and west, another branch was opened in May of 1995. The
additional facilities required expanding the payroll by ten full-time
equivalent employees. The addition of many new accounts and the increased
utilization of established relationships also contributed to the need for more
support staff. Also, annual salary and wage increases were partially
responsible for the increase in salaries. As of December 31, 1995, Lake Forest
Bank had a ratio of $3.82 million of assets per full-time equivalent employee
as compared to a ratio $2.07 million of assets per full-time equivalent
employee for its peer group. This places Lake Forest Bank in the 97th
percentile of its peer group. Lake Forest has a philosophy of paying a fewer
number of highly effective individuals a salary that is at a premium over
market rates rather than staffing at higher peer group levels. Management
believes that this staffing philosophy is effective in attracting talented
individuals and achieving high levels of productivity.

Occupancy Expenses. The opening of the two new branch facilities
during 199, as discussed in the preceding paragraph, added an additional
$67,000 of lease rental expense during the year ended December 31, 1995. The
two new facilities also resulted in additional occupancy related expenses such
as depreciation on leasehold improvements, maintenance and repairs, utilities
and other miscellaneous expenses related to the premises. Also, 1995 included
a full year of occupancy of Lake Forest Bank's permanent banking facilities
which were occupied beginning in April of 1994, compared to only eight full
months of occupancy in 1994.

Advertising and Marketing. Marketing and advertising expenditures
amounted to $234,000 during 199, compared to $152,000 in 1994. The increase in
this category can be primarily attributed to the opening of the two new branch
banking facilities during 1995 and the desire of management to effectively
integrate the opening of those facilities into the overall marketing plan of
Lake Forest Bank. Lake Forest Bank has traditionally developed community
oriented deposit and loan products and considers the marketing expenses an
instrumental part in achieving the growth in the deposit base. Management
anticipates that relatively similar levels of marketing

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<PAGE> 112
expenses will be incurred in 1996 as Lake Forest Bank continues to pursue its
objective of increasing its base of customers.

Data Processing. Data processing expenses increased by approximately
$103,000 or 48.8 percent for the year ended December 31, 1995, compared to the
results for the year ended December 31, 1994. Data processing expenses are
highly dependent on the number of accounts processed by Lake Forest Bank. As
such, the increase during 1995 in deposit and loan balances of approximately 44
percent and 58 percent, respectively, was the primary reason for the increase
in this expense category. Additionally, data processing charges related to
account processing for the trust department is included in this expense
category. As a result, the increase in trust accounts during 1995 translated
into higher data processing charges.

Insurance. Insurance expense represents costs incurred to secure
insurance policies for risks associated with the physical properties, fidelity
concerns, director and officer liability, deposit insurance supplied by the
Federal Deposit Insurance Corporation (FDIC), and other sundry insurance
products. The decline in this expense category is a function of a significant
decrease in the level of premiums charged by the FDIC during 1995. Lake Forest
Bank recorded approximately $143,000 and $192,000 of insurance expense related
to FDIC deposit insurance in 1995 and 1994, respectively. Lake Forest Bank
anticipates incurring only $2,000 in FDIC deposit insurance expense in 1996 as
a result of the restructuring of the deposit insurance rates. Offsetting the
decline in FDIC insurance was a general increase in premiums associated with
Lake Forest Bank's other insurance policies. Many of Lake Forest's insurance
policies have premium rates that are based partly upon the number of employees
and the total deposit and asset levels of Lake Forest Bank. Due to the
increase in these areas during 1995, the cost of some of the other insurance
policies increased.

Other Noninterest Expenses. Other noninterest expenses increased to
$955,000 for the year ended December 31,1995 from $517,000 for the year ended
December 31,1994. This category of expenses represents stationery and supplies
expense, loan origination expenses, postage expense, audits and examinations
expense, and other sundry expenses. The increase in this category represents a
general increase of all of the above categories primarily due to the higher
volume of accounts outstanding and the additional depreciation, supplies, and
other sundry expenses related to the opening of the new branch facilities. For
example, depreciation expense on furniture and equipment increased by $104,000
as a result of furnishing the new facilities with desks, computers, other
furnishings and a full year of depreciation expense on the furnishings of the
main bank facility, which was occupied in April of 1994. Also, stationery and
supplies expense increased approximately $52,000 due to the additional supplies
necessary to operate the two new branch banking facilities. Controlling
overhead expenses is a basic philosophy of management and is closely evaluated.
Management is committed to continually evaluating its operations to determine
whether additional expense savings are possible without impairing the goal of
providing superior customer service.

Despite the increases in the various noninterest expense categories
during 1995, Lake Forest's ratio of noninterest expenses to total average
assets was 2.52 percent of average assets in 1995, compared to its peer group
which has a ratio of noninterest expenses to total average assets of
approximately 3.51 percent. Thus, Lake Forest Bank has controlled its
noninterest expenses in a fashion which is admirable when compared to other
banks in its peer group.

Income Taxes. Lake Forest had no Federal or state income tax expense
for 1995 or 1994. In 1995, an income tax benefit of $172,000 was recorded as
management determined that the realization of certain deferred tax assets not
previously valued was more likely than not to occur. In 1994, management had
established a valuation allowance against its net deferred tax assets with the
result being that no Federal or state income tax expense or benefit was
realized in the financial statements. However, in 1995, management determined
that its earnings history and projected future earnings were sufficient to make
a judgment that the realization of the net deferred tax asset was more likely
than not. As such, an income tax benefit was recorded to the extent that no
valuation allowance was required to offset any deferred tax assets.

100
<PAGE> 113
Comparison of Results for the Years Ended December 31, 1994 and December 31,
1993

General. Lake Forest had net income of $508,000 for the year ended
December 31,1994, compared with $200,000 for the year ended December 31,1993.
The increase in net income was due to an increase in net interest income of
$1,073,000, offset by a slight decrease in the noninterest income of $134,000
and an increase in other noninterest expenses of $631,000. These and other
details will be discussed in greater detail in the following sections.

Interest Income and Interest Expense. Interest income increased from
$3,743,000 in 1993 to $6,708,000 in 1994. This 79 percent increase in interest
income was attributable to (1) a 58 percent increase in average earning
assets; (2) a shift in the earning assets mix such that higher yielding loans
comprised a larger portion of total earning assets; and (3) a general rise in
interest rates during 1994.

Interest expense increased from $1,939,000 in 1993 to $3,831,000 in
1994. The near doubling of interest expense was attributable to a 69 percent
increase in interest-bearing liabilities and a general rise in interest rates
paid to depositors during 1994.

A complete analysis of the components and characteristics of interest
income and interest expense is shown in the average balance/rate table
presented previously. Also, changes in interest income and expense due to
fluctuations in the rate environment and volume levels is presented in the
section above titled "Changes in Interest Income and Expense".

Provision for Possible Loan Losses. The provision for possible loan
losses totaled $240,000 in 1994 and 1993. Management continued to provide for
additions to the allowance for possible loan losses as the loan portfolio
increased approximately $24.8 million between the year-end periods. At
December 31, 1994, the allowance for possible loan losses stood at 0.91 percent
of loans outstanding which management determined was adequate to cover
potential losses in the portfolio.

Other Noninterest Income. Noninterest income decreased to $649,000 in
1994 from $783,000 in 1993, or approximately $134,000. The primary reason for
the decline was a result of approximately $276,000 less from fees on loans sold
in 1994 as compared to 1993. Fees on loans sold relate to income received by
Lake Forest Bank for its services of originating and selling residential real
estate loans into the secondary market. The income derived from these sales is
highly dependent on the volume of real estate sales transactions and
refinancing activity. As such, the business is sensitive to the interest rate
environment and other economic conditions. From the time when market interest
rates begin to decline, until the time that they level off, is the period in
which the greatest number of consumer mortgage refinancings can be anticipated.
As rates stabilize or rise, the pool of seasoned higher coupon mortgage loans
suitable for refinancing diminishes. Accordingly, because interest rates began
an upward trend in 1994, the number of loans which actually benefited from
refinancing diminished causing fee income to decline. Offsetting the decline
from fees on loans sold was an increase in trust administration fees of
approximately $110,000 to $202,000 in 1994. The increase in trust fees was
primarily due to the fact that 1994 was the second full year of trust services
and the trust department was continuing its growth by effectively marketing
itself to the community. The remaining change in noninterest income was a
result of a slight increase in service charges on deposit accounts and other
income.

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<PAGE> 114
Noninterest Expense. Noninterest expenses include all expenses other
than interest expense and the provision for possible loan losses. The
following table provides a detailed analysis of the composition of these
expenses (in thousands).

<TABLE>
<CAPTION>
For the Year
Ended December 31,
----------------------- Dollar Percentage
1994 1993 Change Change
------ ------- ------ ----------
<S> <C> <C> <C> <C>
Salaries and employee benefits . . . . . . . . . . 1,436 1,179 257 21.8%
Occupancy expenses . . . . . . . . . . . . . . . . 223 190 33 17.4%
Advertising and marketing . . . . . . . . . . . . . 152 106 46 43.4%
Data processing . . . . . . . . . . . . . . . . . . 211 158 53 33.5%
Insurance . . . . . . . . . . . . . . . . . . . . . 239 151 88 58.3%
Other noninterest expenses . . . . . . . . . . . . 517 363 154 42.4%
------ --- --- -------
Total noninterest expenses . . . . . . . . . . . $2,778 $2,147 $631 29.4%
====== ====== ==== =======
</TABLE>

The following discussion will review changes related to individual components
of noninterest expenses.

Salaries and Employee Benefits. The primary contributor to the
increase in salaries and employee benefits expense of $257,000 from 1993 to
1994 was the additional staffing required to open Lake Forest Bank's permanent
offices at 727 North Bank Lane in Lake Forest, Illinois. The improved facility
and aggressive marketing resulted in deposit and loan growth of approximately
54.8 percent and 54.6 percent, respectively, from year-end 1993 to year-end
1994. The growth in loans and deposits resulted in the need for additional
employees to appropriately service the accounts. Also, normal annual salary
and wage increases contributed to the increase.

Occupancy Expenses. Occupancy expenses increased approximately
$33,000, or 17.4 percent for the year ended December 31, 1994, compared to the
year ended December 31, 1993. The move to the new 18,000 square foot permanent
offices in April 1994 and the growth as described in the preceding paragraph
accounted for the growth in this expense category.

Advertising and Marketing. The majority of the $46,000 increase in
advertising and marketing expense from year-end 1993 to year-end 1994 is
directly attributable to the opening of Lake Forest Bank's permanent offices.
A myriad of promotions were employed to mark the event. Events included such
festivities as a series of open houses for local dignitaries and community
leaders and an outdoor carnival for children and families. All of the
promotional events were designed to draw attention to Lake Forest Bank at an
important time in its growth cycle.

Data Processing. Data processing expenses increased by approximately
$53,000 or 33.5 percent for the year ended December 31, 1994 compared to the
results for the year ended December 31, 1993. Data processing expenses are
highly dependent on the number of accounts processed by Lake Forest Bank. As a
result, the increase during 1994 in both deposit and loan balances of
approximately 55 percent was the primary reason for the increase in this
expense category.

Insurance. For the year ended December 31, 1994, insurance expense
increased to approximately $239,000 from $151,000 in the prior year, or a 58.3
percent increase. This increase is primarily a result of the additional
premiums paid for FDIC insurance. During 1993 and 1994, Lake Forest Bank paid
deposit insurance premiums based upon the amount of deposits and certain other
factors. Because of the substantial increase in deposit balances, the expense
related to FDIC deposit insurance increased by approximately $79,000 in 1994
from 1993. The remainder of the increase was a result of slightly higher
premium amounts for Lake Forest Bank's other insurance policies due to the
growth in the level of employees and assets.

Other Noninterest Expenses. Other noninterest expenses increased to
approximately $517,000 for the year ended December 31, 1994 from approximately
$363,000 for the year ended December 31, 1993. This increase

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<PAGE> 115

represents a 42.4 percent increase in 1994 from 1993. No individual expense
category stands for any significant portion of the increase. Rather the
increase relates primarily to the growth in loans and deposits and the
requisite additional sundry expenses associated with that growth.

Notwithstanding the increase in each of the noninterest expense
categories, Lake Forest's ratio of noninterest expenses as a percent of average
assets in 1994 was approximately 2.39 percent, which was substantially below
its peer group's 1994 level of 3.26 percent.

Income Taxes. Lake Forest recorded no income tax expense or benefit
for the years ended December 31, 1994 and 1993. The net operating losses
generated during the initial years of operation were available to be carried
forward to offset income in these years.

FINANCIAL CONDITION

The dynamics of a community bank's balance sheet is generally
dependent upon the ability of management to attract additional deposit accounts
to fund the growth of the institution. This is the current situation at Lake
Forest Bank as it has recently expanded the number of banking facilities in its
delineated service area and is still diligently attempting to solidify itself
as the bank that the constituents of the communities select as their preferred
bank. Accordingly, the discussion of the financial condition of Lake Forest
Bank will focus first on the sources of funds received through the liability
side of the balance sheet which is predominantly deposit growth. After it is
understood how Lake Forest Bank was funded during the periods under discussion,
the latter section of this "Financial Condition" discussion will focus on the
asset categories where Lake Forest invested the funds.

Deposits. Total deposits balances increased to $200,021,000 at March
31, 1996 compared to $181,186,000 at December 31, 1995 and $126,067,000 at the
end of 1994. This follows a $44,615,000 increase in deposits in 1994 from the
$81,452,000 deposit level at the end of 1993. The following table presents the
balances of deposits by category and those categories' relative percentage of
the total deposits at March 31, 1996 and at December 31 during the past three
years (dollars in thousands).

<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995 December 31, 1994 December 31, 1993
------------------ ------------------ ------------------ ------------------
Percent Percent Percent Percent
Balance of Total Balance of Total Balance of Total Balance of Total
------- -------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Demand . . . . . . . . . $17,094 8.5% $16,930 9.3% $13,787 10.9% $13,664 10.9%
Savings . . . . . . . . . 26,235 13.1% 26,208 14.5% 30,280 24.0% 27,054 24.0%
NOW . . . . . . . . . . . 23,692 11.9% 22,287 12.3% 9,903 7.9% 4,306 7.9%
Money market . . . . . . 30,589 15.3% 25,469 14.1% 23,650 18.8% 18,906 18.8%
Certificates of deposit . 102,411 51.2% 90,292 49.8% 48,447 38.4% 17,522 38.4%
-------- ----- -------- ----- -------- ----- ------- -----
Total Deposits . . . $200,021 100.0% $181,186 100.0% $126,067 100.0% $81,452 100.0%
======== ===== ======== ===== ======== ===== ======= =====
</TABLE>

With the exception of savings accounts, all deposit categories have
exhibited positive growth trends for the periods presented above. Although the
stratification of the deposit categories is somewhat typical of a community
bank's balance sheet, two categories stand out in particular. In January,
1995, Lake Forest Bank was the successful bidder and was able to garner the
banking relationship of the municipality in which Lake Forest Bank has its
headquarters. The dramatic increase in the NOW account balances since 1994 is
directly attributable to that municipality's deposit accounts. Certificates of
deposit is the second area displaying unusually rapid growth. In late 1992,
Lake Forest Bank introduced a variable rate certificate of deposit account for
which the rate was indexed to the U.S. Treasuries yield. This product has
proven to be highly successful, contributing approximately $36 million to the
overall increase in the balances from 1993 to 1995. The modest reduction in
savings balances from 1994 to 1995 resulted from customers' desire to lock in
higher rates of return with term certificates of deposit.

Reference is made to the average balance/rate table for data regarding
average daily deposits and rates paid thereon for each of the three years ended
December 31, 1995. Lake Forest Bank has no foreign deposits.

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<PAGE> 116
The aggregate amounts of time deposits, in denominations of $100,000
or more, by maturity, as of December 31, 1995 are shown below (in thousands):

<TABLE>
<S> <C>
Three months or less . . . . . . . . . . . . . $24,135
Over three through six months . . . . . . . . . 5,158
Over six through twelve months . . . . . . . . 9,909
Over twelve months . . . . . . . . . . . . . . 4,452
-------
Total . . . . . . . . . . . . . . . . . . . $42,835
=======
</TABLE>

Accrued Interest and Other Expenses, Treasury Tax and Loan and Other
Liabilities. The collective balances of these financial statement categories
as of December 31, 1995, 1994, and 1993 were $1,088,000, $900,000, and
$660,000, respectively. This increase can be primarily attributed to a higher
amount of accrued interest payable on deposit accounts due to the significant
growth in the level of deposits. No other significant changes were present in
these financial statement categories.

Total Assets and Earning Assets. Total assets and earning assets were
$197,140,000 and $183,765,000, respectively, at December 31, 1995 compared to
$144,155,000 and $129,993,000, respectively, at December 31, 1994. The
increase in total assets and earning assets during the year was a result of
continued growth in the deposit categories discussed above. The level of
earning assets as a percentage of total assets increased to approximately 93
percent of total assets at December 31, 1995 from approximately 90 percent at
December 31, 1994. This increase in the level of earning assets occurred
because Lake Forest Bank was able to reduce the ratio of capital required to
support total assets. Lake Forest Bank, as a de novo bank, was required to
maintain a 9 percent leverage ratio during its first three years of operation;
however, this requirement expired in December 1994 (see discussion of capital
in the "Shareholders' Equity" section below). Additionally, the composition of
earning assets shifted as Lake Forest Bank increased the level of deposit funds
invested into loans from shorter-term money market investments. Loans
comprised 60.2 percent of total earning assets at December 31, 1995 compared to
54.0 percent at December 31, 1994. These changes in the mix of earning assets
will be discussed further below.

Loans. The following table shows Lake Forest's loans at March 31,
1996 and as of December 31 for the previous five fiscal years (in thousands):

<TABLE>
<CAPTION>
December 31,
March 31, ----------------------------------------------------
1996 1995 1994 1993 1992 1991
--------- -------- ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Residential real estate . . . . . $ 25,174 $ 19,500 $19,260 $14,095 $ 9,020 $ --
Commercial . . . . . . . . . . . 57,098 52,811 31,852 13,537 4,659 --
Home equity . . . . . . . . . . . 21,223 23,239 15,455 12,892 6,351 --
Consumer . . . . . . . . . . . . 17,580 15,146 3,691 4,926 3,140 --
-------- -------- ------- ------- ------- ----
Total gross loans . . . . . . . 121,075 110,696 70,258 45,450 23,171 --
Less: unearned discount . . . . 20 23 -- -- -- --
-------- -------- ------- ------- ------- ----
Net loans . . . . . . . . . . . . $121,055 $110,673 $70,258 $45,450 $23,171 $ --
======== ======== ======= ======= ======= ====
</TABLE>

Total net loans increased to $110,673,000 at December 31, 1995 from
$70,258,000 at December 31, 1994. As can be seen from the table above, growth
occurred in all loan types during 1995. The following paragraphs will
highlight the growth by loan type.

The commercial loan category exhibited the larger dollar increase from
year-end 1994 to year-end 1995 of $20,959,000. The commercial loan component
is comprised primarily of commercial real estate loans, working capital lines
of credit, and equipment financing. Commercial real estate is predominantly
owner occupied and secured by a first mortgage lien and assignment of rents on
the property. Equipment loans are fully amortized over

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<PAGE> 117
24 to 60 months and secured by titles and/or U.C.C. filings. Working capital
lines are renewable annually and supported by business assets, personal
guarantees and often some sort of additional collateral. The vast majority of
commercial loans are made within Lake Forest Bank's immediate market area. The
increase can be attributed to an emphasis on business development calling
programs and aggressive servicing of existing commercial loan customers which
has increased referrals.

The outstanding level of home equity loans increased $7,784,000 during
1995. The growth was a result of several promotional home equity loan products
that were offered during the year. The special home equity loan products
featured competitive rate structures and fee arrangements. These loans are
generally secured by first or second position mortgage liens on the underlying
property with loan-to-value ratios not exceeding 80 percent.

Consumer loans increased approximately $11,455,000 million from
December 31, 1994 to December 31, 1995. Approximately $10.4 million of this
increase is related to the purchase of fixed rate indirect automobile loans.
These indirect automobile loans are purchased from Hinsdale Bank and Trust
Company, an affiliated bank, and are loans secured by new and used automobiles.
These credits generally have an original maturity of 36 to 60 months; however,
the average actual maturity is estimated to be approximately 37 months. The
risk associated with this portfolio is diversified amongst many individual
borrowers.

The residential real estate category continues to increase and
includes adjustable rate mortgages that have repricing terms from one to three
years, construction loans to individuals, and bridge financing loans for
qualifying customers. Lake Forest Bank does not generally originate loans for
its own portfolio with long-term fixed rates due to interest rate risk
considerations. However, Lake Forest Bank does accommodate customer requests
for these fixed rate loans by originating and selling the loans in the
secondary market for which Lake Forest Bank receives a fee.

Lake Forest has no loans to businesses or governments of foreign
countries.

The following table sets forth maturities as of December 31, 1995, of
certain loan categories (in thousands):

<TABLE>
<CAPTION>
Within From 1 After
one year to 5 years 5 years Total
-------- ---------- ------- -------
<S> <C> <C> <C> <C>
Commercial paper . . . . . . $ 3,488 $ -- $ -- $ 3,488
Commercial loans . . . . . . 38,701 7,821 2,801 49,323
------- ------ ------ -------
Total commercial . . . . . . $42,189 $7,821 $2,801 $52,811
======= ====== ====== =======
</TABLE>

Of those loans maturing after one year, $9,872,000 have fixed rates.

Money Market Investments and Investment Securities. Lake Forest Bank's
objective in managing its securities portfolio is to balance Lake Forest Bank's
liquidity risk, interest rate risk and credit quality such that the earnings of
Lake Forest Bank are maximized. As noted in the "Loans" section above, the
predominant portion of the funds received from new deposit accounts was
invested in the various loan categories during 1995. Management has maintained
the funds that were not invested in loans in short-term investment securities
and money market investments as follows (in thousands):

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<PAGE> 118
<TABLE>
<CAPTION>
December 31,
March 31, --------------------------
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
Federal funds sold . . . . . . . . . . . . . . . . . . . 18,855 $13,100 $ 7,135
Interest bearing deposits with Bank . . . . . . . . . . 100 21,100 16,699
Investment securities . . . . . . . . . . . . . . . . . 62,467 38,892 35,801
------ ------ ------
Total money market investments and
investment securities . . . . . . . . . . . . . . . . $81,422 $73,092 $59,635
======= ======= =======
</TABLE>

Investment Securities. The carrying value of securities held by Lake
Forest at December 31, are presented by category as follows (in thousands):

<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Available-for-Sale
U.S. Treasury obligations . . . . . $ -- $ -- $ 4,919
U.S. agency obligations . . . . . . 12,972 -- --
Other securities . . . . . . . . . 18,655 4,773 9,390
Federal Reserve Bank stock . . . . 316 290 256
Equity securities . . . . . . . . . 1,947 854 --
------- ------- -------
Total available-for-sale . . . . 33,890 5,917 14,565
------- ------- -------

Held-to-Maturity
U.S. Treasury obligations . . . . . 5,002 10,009 --
U.S. agency obligations . . . . . . -- 19,975 9,432
Other securities . . . . . . . . . -- -- --
Equity securities . . . . . . . . . -- -- --
------- ------- -------
Total held-to-maturity . . . . . . 5,002 29,984 9,432
------- ------- -------

Total securities . . . . . . . . . $38,892 $35,901 $23,997
======= ======= =======
</TABLE>

Maturities of securities as of December 31, 1995 are as follows (in
thousands):

<TABLE>
<CAPTION>
Within From 1 From 5 to After Equity
1 Year to 5 Years 10 years 10 Years Securities Total
------ ---------- --------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasuries . . . . . $ -- 5,002 $-- $-- $ -- $ 5,002
U.S. agency obligations . 10,481 2,491 -- -- -- 12,972
Other securities . . . . 14,610 4,045 -- -- -- 18,655
Federal Reserve Bank . . -- -- -- -- 316 316
Stock equity . . . . . . -- -- -- -- 1,947 1,947
------- ------- --- --- ------ -------
Total . . . . . . . . $25,091 $11,538 $-- $-- $2,263 $38,892
======= ======= === === ====== =======
</TABLE>

106
<PAGE> 119
The weighted average yield for each range of maturities of securities is shown
below as of December 31, 1995:

<TABLE>
<CAPTION>
Within From 1 From 5 to After Equity
1 Year to 5 Years 10 Years 10 Years Securities Total
------ ---------- --------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasuries . . . . . . . -- 5.00% -- -- -- 5.00%
U.S. agency obligations . . . 5.78% 5.19% -- -- -- 5.67%
Other securities . . . . . . 5.73% 6.07% -- -- -- 5.98%
Federal Reserve Bank . . . . -- -- -- -- 6.00% 6.00%
Equity securities . . . . . . N/A N/A N/A N/A N/A N/A
</TABLE>

Yields on equity securities are not considered meaningful for purposes of this
analysis.

Lake Forest did not own any federally tax-advantaged securities during
the periods presented.

There were no securities of any single issuer which had book value in
excess of 10 percent of shareholders' equity at December 31, 1995.

Shareholders' Equity. The following table reflects various measures
of capital at March 31, 1996 and at year-end 1995 and 1994 for Lake Forest:

<TABLE>
<CAPTION>
December 31,
March 31, -----------------------
1996 1995 1994
---------- ------ ------

<S> <C> <C> <C>
Ending equity-to-assets ratio . . . . . . . 5.1% 5.5% 6.5%
Ending leverage ratio . . . . . . . . . . . 5.1% 5.5% 6.5%
Ending tier 1 risk-based ratio . . . . . . 8.0% 8.4% 12.0%
Ending total risk-based capital ratio . . . 8.7% 9.2% 12.8%
Dividend payout ratio . . . . . . . . . . . 0.0% 0.0% 0.0%
</TABLE>

The leverage ratios and tier 1 risk-based capital ratios exceed the
"well capitalized" levels established by regulatory agencies of five percent
and six percent, respectively. The total risk-based capital ratios exceed the
regulatory agencies' threshold for an "adequately capitalized" institution.

Management is not aware of any known trends, events, regulatory
recommendations or uncertainties that will have any adverse effect on Lake
Forest's capital resources or operations.

ASSET-LIABILITY MANAGEMENT

As a continuing part of its financial strategy, Lake Forest attempts
to manage the impact of fluctuations in market interest rates on its net
interest income. This effort entails providing a reasonable balance between
interest rate risk, credit risk, liquidity risk and maintenance of yield.
Asset-liability management policies are established and monitored by management
in conjunction with the Board of Directors. The policy is implemented by the
Bank's asset-liability management committee which meets at least quarterly and
is comprised of senior officers and directors of the Bank appointed annually to
the committee.

107
<PAGE> 120

of earning assets and interest-bearing liabilities. The interest rate
sensitivity ratio provides a measure of the gap between assets and liabilities
subject to repricing at a certain time. A ratio of 1.0 indicates a matched
position, in which case the effect on net interest income due to interest rate
movements will be reduced.

The following table illustrates Lake Forest's estimated interest rate
sensitivity and periodic and cumulative gap positions as calculated as of March
31, 1996. Although actual maturity and repricings may occur differently for
regular and passbook savings and NOW accounts, these accounts are treated as
though they are subject to immediate withdrawal and are presented in the
earliest period presented. An institution with more assets repricing than
liabilities over a given timeframe is considered asset sensitive and will
generally benefit from rising rates.

108
<PAGE> 121

<TABLE>
<CAPTION>
0-90 91-365 1-5 Over 5
Days Days Years Years Total
---- ------ ----- ------- -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
ASSETS:
Loans . . . . . . . . . . . . . . . . $63,164 $29,359 $27,146 $ 1,386 $121,055
Taxable Investments . . . . . . . . . 45,009 4,286 7,376 3,849 60,520
Interest Bearing Bank Deposits . . . -- 100 -- -- 100
Fed. Funds Sold . . . . . . . . . . . 18,855 -- -- -- 18,855
Equity Securities . . . . . . . . . . -- -- 1,947 -- 1,947
Other . . . . . . . . . . . . . . . . -- -- -- 13,873 13,873
-------- ------- --------- ------- --------
Total Assets . . . . . . . . . . . $127,028 $33,745 $36,469 $19,108 $216,350
======== ======= ========= ======= ========

LIABILITIES:
NOW . . . . . . . . . . . . . . . . . 23,692 $-- $-- $-- $ 23,692
Savings & Money Market . . . . . . . 56,824 -- -- -- 56,824
Time Deposits . . . . . . . . . . . . 65,129 25,171 11,841 270 102,411
Short Term Borrowings . . . . . . . . 631 -- -- -- 631
Term Debt . . . . . . . . . . . . . . 3,952 -- -- -- 3,952
Other . . . . . . . . . . . . . . . . -- -- -- 28,840 28,840
-------- ------- -------- ------- --------
Total Liabilities . . . . . . . . $150,228 $25,171 $11,841 $29,110 $216,350
======== ======= ======== ======= ========

Rate Sensitive Assets (RSA) . . . . $127,028 $160,773 $197,242 $216,350 $216,350

Rate Sensitive Liabilities (RSL) . . $150,228 $175,399 $187,240 $216,350 $216,350

Cumulative Gap . . . . . . . . . . . $(23,200) $(14,626) $ 10,002

RSA/RSL . . . . . . . . . . . . . . . . 0.85 0.92 1.05
RSA/ASSETS . . . . . . . . . . . . . . 0.59 0.74 0.91
RSL/ASSETS . . . . . . . . . . . . . . 0.69 0.81 0.87

GAP/ASSETS . . . . . . . . . . . . . . -10.72% -6.76% 4.62%

GAP/RSA . . . . . . . . . . . . . . . . -18.26% -9.10% 5.07%

</TABLE>

While the gap position illustrated above is a useful tool that
management can assess for general positioning of the Bank's balance sheet,
management uses an additional measurement tool to determine if the Bank is
positioned properly. This additional evaluation method determines exposure to
changes in interest rates by measuring the percentage change in net income over
a two-year time horizon due to changes in rates. Management measures such
percentage change assuming an instantaneous permanent parallel shift in the
yield curve of 200 basis points, both upward and downward. Utilizing this
measurement concept, the interest rate risk of Lake Forest, expressed as a
percentage change in net income over a two-year time horizon due to changes in
interest rates, at March 31, 1996, is as follows:
<TABLE>
<CAPTION>
+200 -200
Basis Basis
Points Points
------ ------

<S> <C> <C>
Percentage change in net income due
to an immediate 200 basis
point change in interest rates
over a two-year time horizon . . 14.7% (2.4%)
</TABLE>

109
<PAGE> 122
LIQUIDITY

At the Bank Level. Liquidity management involves planning to meet
anticipated funding needs at a reasonable cost. Liquidity management is guided
by policies formulated and monitored by Lake Forest Bank's Asset/Liability
Committee, which take into account the marketability of assets, the sources and
stability of funding and the level of unfunded commitments.

"Liquid assets" refers to money market assets such as Federal funds
sold and interest bearing deposits with banks, as well as available-for-sale
debt securities and held-to-maturity securities with a remaining maturity of
less than one year. Net liquid assets would represent the sum of the liquid
asset categories less the amount of assets pledged to secure public funds. At
December 31, 1995, net liquid assets totaled approximately $50 million,
compared to approximately $32 million at December 31, 1994. Thus, Lake Forest
Bank has substantial short-term balance sheet liquidity.

Long-term liquidity needs are provided by a large core deposit base,
which is the most stable source of liquidity a community bank can have due to
the long-term relationships established with the depositors and the security of
deposit insurance provided by the Federal Deposit Insurance Corporation. At
December 31, 1995, 64 percent of total assets were funded by core deposits
with balances less than $100,000 while the remaining assets were funded by
other funding sources such as core deposits with balances in excess of
$100,000, public funds, purchased funds, and the capital of Lake Forest Bank.
At December 31, 1994, 63 percent of total assets were funded by core deposits.

Lake Forest Bank routinely accepts deposits from a variety of
municipal entities. Typically, these municipal entities require that banks
pledge marketable securities to collateralize these public deposits. At
December 31, 1995 and 1994, Lake Forest Bank had approximately $20,500,000 and
$9,800,000 of such public deposits, respectively. These assets are not
considered to be core deposits and the assets that are pledged as collateral
for these deposits are not deemed to be liquid assets.

At the Holding Company Level. Lake Forest's principal funds are
dividends from Lake Forest Bank subsidiary, and if necessary, borrowings or
additional equity offerings. Banking laws place restrictions upon the amount
of dividends which can be paid to Lake Forest by Lake Forest Bank. Based on
these laws, Lake Forest Bank could, subject to minimum capital requirements,
declare dividends to Lake Forest without obtaining regulatory approval in an
amount not exceeding (a) undivided profits, and (b) the amount of net income
reduced by dividends paid for the current and prior two years. As of March 31,
1996, $1,718,000 was available for payment as dividends from the subsidiary
Bank without prior regulatory approval, compared with $1,502,000 at January 1,
1996 and no dividend availability from the subsidiary Bank at December 31,
1994. No cash dividends were paid to Lake Forest by the subsidiary during the
periods ended March 31, 1996, or December 31, 1995, 1994, or 1993.

Nonaccrual, Past Due and Restructured Loans. The following table sets
forth nonaccrual loans as of the dates shown (in thousands):

<TABLE>
<CAPTION>
December 31,
March 31, -------------------------------------------------------
1996 1995 1994 1993 1992 1991
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Nonaccrual loans . . . . . . . $-- 150 $-- $-- $-- $--
Nonaccrual loans to total
loans . . . . . . . . . . . --% 0.14% --% --% --% --%
</TABLE>

It is the policy of Lake Forest to discontinue the accrual of interest
income on any loan for which there is a reasonable doubt as to the payment of
interest or principal. Nonaccrual loans are returned to an accrual status when
the financial position of the borrower indicates that there is no longer any
reasonable doubt as to the payment of principal or interest. Other than those
loans indicated above, Lake Forest had no significant loans (i) for which the

110
<PAGE> 123
terms of had been renegotiated, or (ii) for which there were serious doubts as
to the ability of the borrower to comply with repayment terms.

The table below sets forth loans past due 90 days or more, including
nonaccrual loans, at the dates shown (in thousands):

<TABLE>
<CAPTION>
December 31,
March 31, ---------------------------------------------------
1996 1995 1994 1993 1992 1991
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Loans past due 90 days
or more . . . . . . . . . . . $ -- $187 $13 $-- $-- $--
</TABLE>

Potential Problem Loans. In addition to those loans disclosed under
"Nonaccrual, Past Due and Restructured Loans," there are certain loans in the
portfolio which management has identified, through its problem loan
identification system, which exhibit a higher than normal credit risk.
However, these loans do not represent non-performing loans to Lake Forest.
Management's review of the total loan portfolio to identify loans where there
is concern that the borrower will not be able to continue to satisfy present
loan repayment terms includes factors such as review of individual loans,
recent loss experience and current economic conditions. Loans in this category
include those with characteristics such as those past maturity more than 45
days, those that have recent adverse operating cash flow or balance sheet
trends, or have general risk characteristics that the loan officer feels might
jeopardize the future timely collection of principal and interest payments.
The principal amount of loans in this category as of December 31, 1995 was
approximately $177,000. Loans in this category generally include loans that
were classified for regulatory purposes. At December 31, 1995, there were no
significant loans which were classified by any bank regulatory agency that are
not included above as nonaccrual, past due or restructured.

Loan Concentrations. Loan concentrations are considered to exist when
there are amounts loaned to a multiple number of borrowers engaged in similar
activities which would cause them to be similarly impacted by economic or other
conditions. At December 31, 1995, Lake Forest had no concentrations of loans
exceeding 10 percent of total loans.

Other Real Estate Owned. In addition to the risk elements identified
above, Other Real Estate Owned would provide insight into the historical
quality of the loan portfolio. Lake Forest has had no Other Real Estate Owned
during any of the reporting periods.

111
<PAGE> 124
Summary of Loan Loss Experience. The following table summarizes loan
balances at the end of each period, changes in the allowance for possible loan
losses arising from additions to the allowance which have been charged to
earnings, and loans charged-off and recoveries on loans previously charged-off
by loan category (in thousands):

Three Months
ended Years ended December 31, Period ended
March 31, --------------------------------------------- December 31,
1996 1995 1994 1993 1992 1991
-------------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 938 $642 $422 $182 $-- $--

LOANS CHARGED-OFF:
Residential real estate . . . -- -- -- -- -- --
Commercial . . . . . . . . . -- -- (20) -- -- --
Home Equity . . . . . . . . . (96) -- -- -- -- --
Consumer . . . . . . . . . . (2) (5) -- -- -- --
-------- ------- ------- ------- ------- -----
Total charge-offs . . . . . . (98) (5) (20) -- -- --
-------- ------- ------- ------- ------- -----
RECOVERIES:
Residential real estate . . . -- -- -- -- -- --
Commercial . . . . . . . . . -- -- -- -- -- --
Home Equity . . . . . . . . . -- -- -- -- -- --
Consumer . . . . . . . . . . -- -- -- -- -- --
-------- ------- ------- ------- ------- -----
Total recoveries . . . . . . -- -- -- -- -- --
-------- ------- ------- ------- ------- -----
Net loans (charged-off) or
recovered . . . . . . . . (98) (5) (20) -- -- --
-------- ------- ------- ------- ------- -----

Add: Provision for possible
loan losses . . . . . . . 110 301 240 240 182 --
-------- ------- ------- ------- ------- -----
Balance at end of year . . . $950 $ 938 $ 642 $ 422 $ 182 $ --
======== ======= ======= ======= ======= =====

Average loans outstanding . . $112,388 $89,764 $57,883 $34,398 $12,287 $ --
======== ======= ======= ======= ======= =====
Ratio of net charge-offs
during the period to
average loans out standing
during the period . . . . 0.1% 0.0% 0.0% -- -- --
======== ======= ======= ======= ======= ====
</TABLE>

112
<PAGE> 125
As of December 31, 1995, management allocated the allowance for
possible loan losses by specific category as shown in the following table (in
thousands). The allocation was made after considering all relevant qualitative
and quantitative factors about the loan portfolio.

<TABLE>
<CAPTION>
Percent of
Loans in Each
Category to
Amount Total Loans
------ -------------
<S> <C> <C>
Residential real estate . . . . . . . . . $ 16 17%
Commercial . . . . . . . . . . . . . . . 290 48%
Home equity . . . . . . . . . . . . . . . 128 21%
Consumer . . . . . . . . . . . . . . . . 84 14%
Unallocated . . . . . . . . . . . . . . . 420 --
---- ---
Total . . . . . . . . . . . . . . . . . $938 100%
==== ===
</TABLE>

113
<PAGE> 126
HINSDALE BANCORP, INC.

BUSINESS

Organization and Operation. Hinsdale is a bank holding company that
was incorporated as an Illinois corporation in December of 1992. The primary
asset of Hinsdale is its ownership of 100 percent of the common shares of
Hinsdale Bank. Hinsdale is engaged in the business of banking through its
ownership of Hinsdale Bank. Its mailing address is 25 East First Street,
Hinsdale, Illinois 60521 and its telephone number is (708) 323-4404. As of
March 31, 1996, Hinsdale had total assets of $118,545,000 and total
stockholders' equity of $9,776,000.

Hinsdale Bank was organized under the laws of the State of Illinois
and commenced operation in October, 1993. Hinsdale and Hinsdale Bank are
regulated by the Federal Reserve Bank. Additionally, Hinsdale Bank is
regulated by the Illinois Commissioner and the FDIC.

Hinsdale Bank is the only locally owned and managed full service
commercial bank in its primary service area of Hinsdale, Illinois and Clarendon
Hills, Illinois. The Village of Hinsdale is located approximately 17 miles
west of the downtown Chicago area and has a population of approximately 17,000.
The Village of Clarendon Hills is located immediately west and adjacent to the
Village of Hinsdale and has a population of approximately 8,000.

Employees. As of March 31, 1996, Hinsdale Bank employed 24 full-time
equivalent employees. Hinsdale has no paid employees.

Services. Hinsdale Bank is an Illinois chartered, FDIC-insured
commercial bank which provides a full range of banking services. Hinsdale Bank
furnishes personal and commercial banking services, including demand, NOW,
money market, savings and time deposit accounts; real estate, commercial and
consumer loans; and safe deposit facilities. Hinsdale Bank anticipates adding
trust services during late 1996 or early 1997.

Hinsdale Bank was formed to provide the Hinsdale and Clarendon Hills
communities with a community bank alternative. As such, Hinsdale Bank is
focused on providing a highly personal, professional level of service to
commercial and retail customers residing in these areas. Emphasis is placed on
local ownership and management in attracting and maintaining deposit and loan
customers.

Property. Hinsdale Bank currently has two physical banking locations.
Hinsdale Bank owns its main bank facility that is a two story brick building
located at 25 East First Street in downtown Hinsdale, Illinois. Hinsdale Bank
constructed a 1,000 square foot drive-in, walk-up banking facility at 130 West
Chestnut, approximately two blocks west of the main banking facility. Hinsdale
Bank maintains automated teller machines at both of its locations. Hinsdale
Bank has no offsite automated teller machines.

Hinsdale Bank has purchased a building in Clarendon Hills which has
approximately 6,000 square feet. Hinsdale Bank intends to occupy approximately
2,000 square feet as a full service banking facility and lease the remainder of
the space to unrelated parties.

ADDITIONAL INFORMATION

For a description of Hinsdale's and Hinsdale Bank's competition,
litigation, regulatory environment, interests in affiliates, transactions with
management and relationship with independent public accountants, see "MATTERS
OF GENERAL APPLICABILITY TO BANKS."

MANAGEMENT OWNERSHIP OF COMMON STOCK

The following table sets forth information as of June 30, 1996, with
respect to beneficial ownership of shares of Hinsdale held by (i) each director
of Hinsdale, (ii) each executive officer of Hinsdale, and (iii) all directors
and executive officers as a group.

114
<PAGE> 127

Shares Shares
Subject to Subject to Total Pro Forma
Common Vested Hinsdale % of % of
Common Stock Stock Beneficial Hinsdale Wintrust
Shares(1) Warrants(2) Options Ownership Total(3) Total(3)(4)
--------- -------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS
- ---------
Howard D. Adams(5)** . . . 18,397 3,686 -- 22,083 10.47% 7.78%
Peter Crist . . . . . . . . . 2,700 150 360 3,210 1.55% *
Diane Dean . . . . . . . . . 1,000 150 320 1,470 * *
Robert D. Harnach(6) . . . . 18,100 150 440 18,690 9.00% 6.23%
Dennis J. Jones ** . . . . . 3,170 527 3,700 7,397 3.50% *
Douglas J. Lipke+ . . . . . . 600 550 400 1,550 * *
James B. McCarthy . . . . . . 2,227 150 340 2,717 1.31% *
Mary Martha Mooney . . . . . 716 150 440 1,306 * *
Frank J. Murnane, Sr. . . . . 1,000 -- 240 1,240 * *
Richard B. Murphy ** . . . . 1,148 188 1,850 3,186 1.52% *
Joel Nelson . . . . . . . . . 530 150 380 1,060 * *
Hollis W. Rademacher . . . . 2,000 150 440 2,590 1.25% *
Ralph Schindler . . . . . . . 1,500 550 460 2,510 1.21% *
Katharine V. Sylvester . . . 450 150 380 980 * *
Edward J. Wehmer ** . . . . . 4,857 2,079 -- 6,936 3.32% 3.36%
Lorraine Wolfe . . . . . . . -- 150 180 330 * *
------ ----- ----- ------ ----- -----
Total Directors . . . . . 58,395 8,930 9,930 77,255 36.94% 21.39%

NON-DIRECTOR EXECUTIVE
OFFICERS
----------------------
David A. Dykstra . . . . . . 200 -- 300 500 * *
Randolph Hibben . . . . . . . 500 -- -- 500 * *
Robert F. Key . . . . . . . . 563 -- 563 * *
Lloyd M. Bowden . . . . . . . 625 -- -- 625 * *
George Mitchell . . . . . . -- -- 200 200 * *
Richard J. Stefanski . . . . -- -- 200 200 * *
------ ----- ----- ------ ----- -----

Total Directors and Executive
Officers as a group . . . . . 60,283 8,930 10,630 79,843 38.19% 22.80%
====== ===== ====== ====== ===== =====
Total Common Shares
and Share Equivalents . . 207,137 10,000 11,720 228,857
======= ====== ====== =======
</TABLE>

_
* Less than 1%
** Denotes executive officer (in addition to director status)
+ Denotes a non-voting advisor to the Board of Directors

(1) Includes shares held directly and, if applicable, indirectly through such
person's spouse, minor children, certain family trusts, IRA's or 401(k)
plans.

(2) Pursuant to the terms of the Reorganization Agreement, the outstanding
Hinsdale Common Stock warrants are to be contributed to Wintrust in
connection with and as part of the Reorganization in exchange for a
combination of Wintrust Common Stock and Wintrust Warrants on a basis
reflecting the Hinsdale Exchange Ratio. See "TERMS OF THE
REORGANIZATION."

(3) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

115
<PAGE> 128

(4) Assumes no exercise of outstanding options, rights or warrants prior to
the Reorganization and gives effect to the Reorganization, including (i)
the anticipated election by the holders of First Premium Warrants to
receive as part of the exchange of such warrants an aggregate of 411,673
additional shares of Wintrust Common Stock to be outstanding immediately
following the Effective Date of the Reorganization and (ii) the
anticipated exchange of warrants of North Shore, Hinsdale, and
Libertyville for 9,142, 33,173, and 24,882 additional shares of Wintrust
Common Stock, respectively, to be outstanding immediately following the
Effective Date of the Reorganization. See "Common Stock Warrants" under
"TERMS OF THE REORGANIZATION." Includes shares deemed beneficially owned
by such persons in any of the other Companies, giving effect to the
applicable Exchange Ratios. Also gives effect to the cancellation of
intercompany share ownership as provided in the Reorganization Agreement.

(5) Does not include an aggregate of 612 shares owned directly by or
indirectly through certain family trusts for the benefit of Mr. Howard D.
Adams' two adult children, nor an additional 788 shares subject to
warrants beneficially owned by his children.

(6) Includes (i) 1,600 shares held by an employee retirement plan of Milbank
of which Mr. Harnach is a trustee; (ii) 16,500 shares held by Deerpath to
which Milbank, of which Mr. Harnach is an officer, director and principal
shareholder, serves as investment advisor and with respect to which shares
Mr. Harnach has shared voting and investment power; and (iii) 590 shares
subject to options and warrants held by Mr. Harnach.

BENEFICIAL OWNERSHIP OF CERTAIN SHAREHOLDERS

On June 30, 1996, Hinsdale had 207,137 shares of common stock
outstanding. As of such date, the following persons not listed under
"Management Ownership of Common Stock" are known by Hinsdale to be the owners
of more than five percent of its common stock.
<TABLE>
<CAPTION>

Number of Shares
Name Address Beneficially Owned Percent of Class(1)
---- ------- ------------------ ----------------
<S> <C> <C> <C>
Milbank(2) 135 South LaSalle Street 20,990 10.10%
Chicago, IL 60603
</TABLE>

(1) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(2) Includes (i) 1,500 shares held by Larry Wright, a director of Crabtree,
and an aggregate of 590 shares subject to currently exercisable options or
warrants held by Robert D. Harnach, a director of Lake Forest and
Hinsdale, each of whom are officers, directors and principal shareholders
of Milbank; (ii) 1,600 shares held by an employee retirement plan of
Milbank of which Mr. Wright and Mr. Harnach are trustees with shared
voting and investment power; (iii) 16,500 shares held in Deerpath, a
limited partnership to which Milbank serves as investment advisor and with
respect to which Mr. Wright and Mr. Harnach exercise shared voting and
investment power; and (iv) 800 shares held in certain family trusts of
another officer of Milbank with respect to which certain officers of
Milbank act individually as co-trustees and exercise shared voting power.

116
<PAGE> 129
SELECTED FINANCIAL DATA
HINSDALE BANCORP, INC.

<TABLE>
<CAPTION>
Three Months Ended Years Ended Period
March 31, December 31, Ended
------------------- -------------------- December 31,
1996 1995 1995 1994 1993(1)
-------- ------- -------- ------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Interest income . . . . . . . . . . . . $ 1,999 $ 1,102 $ 5,837 $ 2,305 $ 73
Interest expense . . . . . . . . . . . 1,295 744 3,770 1,732 66
-------- ------- -------- ------- -------
Net interest income . . . . . . . . . . 704 358 2,067 573 7
Provision for possible loan losses . . 104 60 299 180 --
-------- ------- -------- ------- -------
Net interest income after provision
for possible loan losses . . . . . . 600 298 1,768 393 7
Noninterest income, excluding
security gains (losses) . . . . . . 230 93 572 237 43
Security gains (losses) . . . . . . . . -- -- -- -- --
Noninterest expense . . . . . . . . . . 762 427 2,260 1,523 615
-------- ------- -------- ------- -------
Net income (loss) before income
taxes . . . . . . . . . . . . . . . 68 (36) 80 (893) (565)
Income taxes benefit . . . . . . . . . -- -- 340 -- --
-------- ------- -------- ------- -------
Net income (loss) . . . . . . . . . . . $ 68 $ (36) $ 420 $ (893) $ (565)
======== ======= ======== ======= =======

Net income (loss) per common
share . . . . . . . . . . . . . . . $ 0.31 $ (0.19) $ 2.04 $ (6.11) $(12.55)

Cash dividends per common share . . . $ -- $ -- $ -- $ -- $ --

Total assets at end of period . . . . . $118,545 $72,466 $115,868 $66,519 $23,795

Total deposits at end of period . . . 106,392 62,286 104,402 59,182 16,812

Secured-term debt at end of period . . 1,800 -- 1,600 -- 900

Preference stock at end of period . . . -- -- -- -- --

Return on average total assets . . . . 0.23% (0.20%) 0.49% (1.88%) --(2)

Return on average common
shareholders' equity . . . . . . . . 2.80% (1.65%) 4.57% (15.15%) --(2)

</TABLE>

- -------------
(1) Management has for this period presented selected financial data
reflecting reported results from the date of incorporation (September
25, 1992) to December 31, 1993. The company was in a capital raising
and organizational phase and as described elsewhere herein was only
operational from October 27, 1993 through December 31, 1993.
Accordingly, management believes that separate selected financial data
from the date of incorporation (September 25, 1992) to December 31,
1992 and for January 1, 1993 to December 31, 1993 is not meaningful as
the period presented herein approximates those revenues and expenses
that would have been recognized had 1993 been presented on a
stand-alone calendar year basis.

(2) Return on average assets and average equity ratios are not meaningful
as a result of the nature of operations as discussed in Note 1 above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

General. Hinsdale completed its second full year of operations in
1995. During that time period, Hinsdale has conducted no business other than
that directly related to Hinsdale Bank. Hinsdale's results of operations are
primarily dependent on Hinsdale Bank's net interest income, which is the
difference between interest income on interest-earning assets and interest
expense on interest-bearing liabilities. In addition, to a lesser extent,
Hinsdale Bank's operating results are affected by fees paid by borrowers, fees
earned on residential mortgage loans sold in the secondary market, customer
service charges and other income. Also, noninterest expenses such as employee

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<PAGE> 130
salaries and benefits, office occupancy, marketing, insurance costs and other
expenses affect the results of operations. Finally, income tax consequences
have an impact on the reported results of operations.

Operational results are also affected by general economic conditions
(particularly changes in interest rates). competition, government policies and
actions of regulatory agencies.

RESULTS OF OPERATIONS

Comparison of Results for the Period Ended March 31, 1996 to the Period Ended
March 31, 1995

Hinsdale recorded net income of $68,000 for the three-month period
ended March 31, 1996 compared to a net loss of $36,000 for the three-month
period ended March 31, 1995. The following discussion will highlight the
components of the net income and the change between the respective three month
periods.

Net interest income increased to $704,000 for the three months ended
March 31, 1996 from approximately $358,000 for the same period of 1995. The
near doubling of net interest income can generally be attributed to a 68
percent increase in average earning assets for the first quarter of 1996 as
compared to the first quarter of 1995. The net interest margin was 2.64
percent for the three months ended March 31, 1996, compared to 2.26 percent
for the three months ended March 31, 1995. Accordingly, the increase in
average earning assets combined with the modest increase of the net interest
margin appropriately explains the increase in the net interest income.

The provision for possible loan losses increased to $104,000 for the
three months ended March 31, 1996 compared to $60,000 for the prior year three
month period. Hinsdale Bank has provided a higher amount to the allowance for
possible loan losses during the first quarter of 1996 because of the growth in
the loan portfolio. Loans outstanding at March 31, 1996 were $67,505,000,
compared to $28,538,000 at March 31, 1995. Management considers it prudent to
continue to build a reserve for unanticipated credit problems that may occur
with the existing portfolio despite having no loans on nonaccrual status or
significantly past due at March 31, 1996. The allowance for loan losses as a
percentage of total loans outstanding stood at 0.86 percent at March 31, 1996
compared to 0.84 percent as of March 31, 1995. Due to the high quality of the
outstanding loan portfolio, management considers the amount of the provision
and the level of the allowance for loan losses to be adequate for the period
ended and as of March 31, 1996.

Other noninterest income totaled $230,000 for the three months ended
March 31, 1996, compared to approximately $93,000 for the three months ended
March 31, 1995. The increase in the 1996 and 1995 three-month periods is a
primarily a result of (1) approximately $54,000 of increased revenue related to
fees on fixed rate residential mortgage loans which were sold in the secondary
market; and (2) approximately $49,000 from the gain on the sale of a parcel of
property.

Other noninterest expenses were $762,000 and $427,000 for the
three-month periods ended March 31, 1996 and March 31, 1995, respectively. The
major components of the other noninterest expenses for the respective three
month periods are as follows (in thousands):

<TABLE>
<CAPTION>
Three Months
Ended March 31,
---------------
1996 1995
---- ----
<S> <C> <C>
Salaries and employee benefits . . . . $414 $206
Occupancy expense . . . . . . . . . . 49 27
Other noninterest expenses . . . . . . 299 194
---- ----
Total other noninterest expenses . . . $762 $427
==== ====

</TABLE>

118
<PAGE> 131
Salaries and Employee Benefits. The increase in salaries and employee
benefits to $414,000 for the three months ended March 31, 1996 from $206,000
for the same period in the prior year is a result of a variety of causes of
which the most significant were: (1) Hinsdale Bank started a lending department
to originate indirect automobile loans for its own portfolio and to sell to
other parties. This department had 3 full time equivalent employees during
1996 but had no such employees in the first quarter of 1995; (2) Hinsdale Bank
opened a new drive- in/walk-up facility in late 1995 and, therefore, the first
quarter of 1995 had no salaries or benefits associated with that location,
whereas 1996 had expense for approximately 5 full-time equivalent employees;
(3) the growth of Hinsdale Bank from $72 million in assets at March 31, 1995 to
approximately $119 million at March 31, 1996 required the addition of one
employee in the operations, new accounts and lending areas of Hinsdale Bank,
respectively; and (4) normal salary and wage increases as January 1, 1996.

Occupancy Expense. Occupancy expense totaled approximately $49,000
for the first three months of 1996, compared to $27,000 for the first three
months of 1995. The increase in this expense category is a result of the
opening of the drive-in/walk-up banking facility in the fourth quarter of 1995.
As such, 1995's first quarter had no occupancy expenses associated with this
new facility, whereas the first three months of 1996 included additional
depreciation, maintenance, property taxes, utilities and other miscellaneous
expenses.

Other Noninterest Expenses. Other noninterest expenses were $299,000
for the first quarter of 1996 compared to $194,000 for the same period of the
prior year. The increase is primarily related to a 71 percent increase in the
level of deposit accounts from March 31, 1995 to March 31, 1996 and the
inclusion of the expenses related to the new drive-in/walk-up facility in 1996.
The following major categories exhibited large increases: (1) data processing
increased $21,000 as a result of additional loan and deposit accounts that
required processing; (2) depreciation expense increased approximately $17,000
primarily due to the depreciation of the furnishings and equipment at the new
facility; (3) postage expense and stationery/supplies expense increased
approximately $10,000 and $9,000, respectively, due to the additional account
volume; and (4) Hinsdale Bank's indirect auto lending department was
operational in 1996 but was not operational during the first quarter of 1995.
Accordingly, various expenses related to the execution of that department acted
to increase this expense category. Offsetting these additional expenses was a
decline in the level of premiums assessed by the Federal Deposit Insurance
Corporation for deposit insurance of approximately $24,000.

Comparison of Results for the Years Ended December 31, 1995 and December 31,
1994

General. Hinsdale had net income of $420,000 for the year ended
December 31, 1995, compared with a net loss of $893,000 for the year ended
December 31, 1994. The increase of $1,313,000 in net income was due to an
increase in net interest income of $1,494,000, an increase in other noninterest
income of $335,000, the realization of $340,000 in income tax benefits, offset
by an increase in the provision for possible loan losses of $119,000, and other
noninterest expenses of $737,000. These and other details will be discussed in
greater detail in the following sections.

Net Interest Income. The major source of earnings for Hinsdale is net
interest income. In fact, net interest income was approximately 78 percent and
71 percent of the net revenues during 1995 and 1994, respectively. Net
interest income is defined as the difference between interest income and fees
on earning assets and interest expense on deposits and borrowings.

Interest Income and Interest Expense. Interest income increased from
$2,305,000 in 1994 to $5,837,000 in 1995, whereas, interest expense increased
from $1,732,000 in 1994 to $3,770,000 in 1995. The significant increases in
each of these categories were due primarily to the increases in earning assets
and interest-bearing liabilities of 80 percent and 83 percent, respectively.
Increases in the general rate environment also contributed to the higher level
of interest income and interest expense. An analysis of the components and
characteristics of interest income and interest expense is presented in the
table below, including average balances and average rates/yields for Hinsdale
Bank's earning assets and interest-bearing liabilities for the years ended
December 31, 1995 and 1994. Data for the period ended 1993 is not presented
because Hinsdale Bank was only in operation for less than three months and net
interest income amounted to only $7,000.

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<PAGE> 132
<TABLE>
<CAPTION>

1995 1994
----------------------------------- --------------------------------
Average Average Average Average
Balance Interest Yield/Rate Balance Interest Yield/Rate
------- -------- ---------- ------- -------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest bearing deposits with banks . . $14,021 $ 870 6.20% $13,184 $ 566 4.29%
Federal funds sold . . . . . . . . . . . 9,041 528 5.84% 6,953 288 4.14%
Taxable debt securities . . . . . . . . 13,803 738 5.35% 11,537 589 5.11%
Equity securities . . . . . . . . . . . . 287 0 0.00% 0 0 0.00%
Loans, net of unearned discount . . . . . 40,440 3,701 9.15% 11,374 862 7.58%
------- ------ ---- ------- ------ ----
Total earning assets . . . . . . . . 77,592 5,837 7.52% 43,048 2,305 5.35%
------- ------ ---- ------- ------ ----

Cash and due from banks-noninterest
bearing . . . . . . . . . . . . . . . 2,072 679
Allowance for possible loan losses . . . (293) (85)
Premises and equipment, net . . . . . . . 5,037 2,842
Other assets . . . . . . . . . . . . . . 1,215 909
------- -------
Total assets . . . . . . . . . . . $85,623 $47,393
======= =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits-interest bearing
NOW accounts . . . . . . . . . . . . . 2,093 $51 2.44% 855 22 2.57%
Savings and money market deposits . . 36,347 1,781 4.90% 25,461 1,130 4.44%
Time deposits . . . . . . . . . . . . 30,280 1,862 6.15% 11,376 542 4.76%
------- ------ ---- ------- ------ ----
Total interest-bearing deposits . . 68,720 3,694 5.38% 37,692 1,694 4.49%
------- ------ ---- ------- ------ ----

Short-term borrowings . . . . . . . . . . 0 0 0.00% 0 0 0.00%
Term-debt . . . . . . . . . . . . . . . . 995 76 7.64% 450 38 8.44%
------- ------ ---- ------- ------ ----
Total interest-bearing liabilities 69,715 3,770 5.41% 38,142 1,732 4.54%
------- ------ ---- ------- ------ ----

Noninterest bearing deposits . . . . . . 6,440 3,215
Other liabilities . . . . . . . . . . . . 276 143
Shareholders' equity . . . . . . . . . . 9,192 5,893
------- ------
Total liabilities and shareholders'
equity . . . . . . . . . . . . . . . $85,623 $47,393
======== =======

Interest income/average earning assets . 7.52% 5.35%
Interest expense/average interest-bearing
liabilities . . . . . . . . . . . . . 5.41% 4.54%
----- ----
Net interest spread . . . . . . . . . . . $2,067 2.11% $573 0.81%
====== ==== ==== ====

Net interest margin(1) . . . . . . . . . 2.66% 1.33%
===== ====
</TABLE>

- ---------------
(1) Net interest margin represents net interest income as a percent of the
average earning assets for the period.

Changes in Interest Income and Expense. The following table shows the
dollar amount of changes in interest income and expense by major categories of
assets and liabilities attributable to changes in volume or rate or both, for
the period of 1995 as compared to 1994. Because Hinsdale did not have a
complete fiscal year during 1993, the presentation of the 1994 comparison to
1993 is not meaningful. As such, no such disclosure for the 1994/1993 changes
in interest income and expense is applicable.

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<PAGE> 133

<TABLE>
<CAPTION>
1995 Compared to 1994
------------------------------------------------
Change Due Change Due Total
to Volume to Rate Change
----------- ------------- ------
(in thousands)
<S> <C> <C> <C>
Interest-earning deposits with banks . 38 266 304
Federal funds sold . . . . . . . . . . 101 139 240
Taxable securities . . . . . . . . . . 120 29 149
Loans, net of discount . . . . . . . . 2,626 213 2,839
------ ---- ------
Total interest income . . . . . . 2,885 647 3,532
------ ---- ------

NOW accounts . . . . . . . . . . . . . 30 (1) 29
Savings and money market deposits . . . 524 127 651
Time deposits . . . . . . . . . . . . . 1,123 197 1,320
Short-term borrowings . . . . . . . . . -- -- --
Term debt . . . . . . . . . . . . . . 41 (3) 38
------ ---- ------
Total interest expense . . . . . . 1,718 320 2,038
------ ---- ------
Net interest income . . . . . . . $1,167 $327 $1,494
====== ==== ======
</TABLE>

Volume variances are computed using the change in volume multiplied by
the previous year's rate. Rate variances are computed using the changes in
rate multiplied by the previous year's volume. The change in interest due to
both rate and volume has been allocated between the factors in proportion to
the relationship of the absolute dollar amounts of the change in each.
Hinsdale did not own any federally tax-advantaged securities during the periods
presented.

Provision for Possible Loan Losses. The provision for possible loan
losses increased from $180,000 in 1994 to $299,000 in 1995. Management
continued to provide for additions to the allowance for possible loan losses as
the loan portfolio increased approximately $35,758,000 between the year-end
periods. At December 31, 1995, the allowance for possible loan losses stood at
0.8 percent of loans outstanding, which management feels is adequate to cover
potential losses in the portfolio. There can be no assurance that future
losses will not exceed the amounts provided for, thereby affecting future
results of operations. Future additions to the allowance for possible loan
losses are dependent upon the economy, changes in real estate values, interest
rates, the view of regulatory agencies toward adequate reserve levels, and past
due and non-performing loan levels.

Other Noninterest Income. Noninterest income increased to $572,000 in
1995 from $237,000 in the previous year, or an increase of $335,000. Fees on
loans sold increased approximately $181,000 in 1995 as compared to the prior
year. A favorable interest rate environment and an experienced lending officer
contributed to this increase. Fees on loans sold relate to income received by
Hinsdale Bank for its services of originating and selling residential real
estate loans into the secondary market. Service charges on deposit accounts
increased from $29,700 in 1994 to $73,200 in 1995, or approximately $43,500,
primarily as a result of the rapid growth in the retail deposit base. It
should be noted that approximately 75 percent of the service charges on deposit
accounts relates to customary fees on accounts in overdraft positions and for
returned items on an account. The level of service charges received on deposit
accounts is substantially below peer group levels as management believes in the
philosophy of providing high quality service without encumbering that service
with numerous activity charges. That philosophy has contributed to the strong
growth in retail deposits. The remaining increase in noninterest income is a
result of (1) an additional $69,000 in rental income in 1995 as compared to the
prior year, and (2) the fact that Hinsdale Bank began servicing indirect
automobile loan portfolios for affiliated banks in 1995 which resulted in
approximately $35,000 of servicing fee income. The servicing rate that
Hinsdale Bank charged the affiliated banks is at market rate.

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<PAGE> 134
Noninterest Expense. Noninterest expenses include all expenses other
than interest expense and the provision for possible loan losses. The
following table provides a detailed analysis of the composition of these
expenses (dollars in thousands).

<TABLE>
<CAPTION>
Dollar Percentage
1995 1994 Change Change
------ ------ ------ ----------
<S> <C> <C> <C> <C>
Salaries and employee benefits . . . . . . $1,166 $ 754 $412 54.6%
Occupancy expenses . . . . . . . . . . . . 124 139 (15) 10.8%
Advertising and marketing . . . . . . . . 116 71 45 63.4%
Data processing . . . . . . . . . . . . . 151 88 63 71.6%
Depreciation-furniture and equipment . . . 94 58 36 62.1%
Insurance . . . . . . . . . . . . . . . . 115 94 21 22.3%
Other noninterest expenses . . . . . . . . 494 319 175 54.9%
------ ------ ---- ----
Total noninterest expenses . . . $2,260 $1,523 $737 48.4%
====== ====== ==== ====
</TABLE>

The following discussion will review changes related to individual components
of noninterest expenses.

Salaries and Employee Benefits. Salaries and employee benefits
expense increased to $1,166,000 for the year ended December 31, 1995 from
$754,000 for the prior year. The growth in loans and deposits of 160 percent
and 76 percent, respectively, required additional employees to appropriately
service the accounts. The level of full-time equivalent employees increased to
20 at year-end 1995 from 14 at year-end 1994. As of December 31, 1995, this
staffing level translates into a ratio of $5.79 million of assets per full-time
equivalent employee as compared to a ratio of $2.77 million of assets per
full-time equivalent employee of its peer group. This places Hinsdale Bank in
the 92nd percentile of its peer group. A portion of the loan growth mentioned
above occurred because during the second quarter of 1995, Hinsdale Bank
initiated a lending department to originate indirect automobile loans for its
own portfolio and for sale to other financial institutions. The employees in
this department are included in the 20 full-time equivalent employees
referenced above. Also, normal annual salary and wage increases contributed to
the increase.

Occupancy Expenses. Occupancy expenses include those expenses which
relate directly to the operation of the buildings, improvements and property.
The major components of occupancy expense in 1995 were $59,000 for depreciation
expense on the buildings and improvements and $30,000 for repairs and
maintenance expense. The remaining $35,000 of expense in 1995 was for such
items as utilities, real estate taxes, and other sundry expenses related to the
occupancy of the buildings and grounds. The occupancy expense amount in 1995
was approximately $15,000 less than the prior year due to efficiencies
implemented during Hinsdale Bank's second full year of operations.

Advertising and Marketing. Marketing and advertising expenditures
amounted to $116,000 during 1995 compared to $71,000 in 1994. The increase in
this category can be primarily attributed to Hinsdale Bank's effort to attract
new deposit accounts through the marketing of its competitive money market and
certificate of deposit accounts (see discussion of these accounts in the
"Financial Condition" section). Additionally, Hinsdale Bank more aggressively
marketed its home equity loan product during 1995. The results of these
marketing campaigns were positive as balances increased substantially over
their 1994 levels. Hinsdale Bank continually attempts to develop community
oriented deposit and loan products that meet the needs of its delineated market
area and considers the marketing expenses instrumental in achieving the growth
in the deposit base. Management anticipates that relatively similar levels of
marketing expenses will be incurred in 1996 as Hinsdale Bank continues to
pursue its objective of increasing its base of customers.

Data Processing. Data processing expenses increased by approximately
$63,000 or 71.6 percent for the year ended December 31, 1995, compared to the
results for the year ended December 31, 1994. Data processing expenses are
highly dependent on the number of accounts processed by Hinsdale Bank. As
such, the increase during

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<PAGE> 135

1995 in deposit and loan balances of approximately 76 percent and 160 percent,
respectively, was the primary reason for the increase in this expense category.

Insurance. For the year ended December 31, 1995, insurance expense
increased by approximately $21,000, or 22.3 percent from the prior year level.
Many of Hinsdale Bank's insurance policies have premium rates that are based
partly upon the number of employees and the total deposit and asset levels of
Hinsdale Bank. Due to the increase in these areas during 1995, the cost of
insurance for Hinsdale Bank increased.

Other Noninterest Expenses. Other noninterest expenses increased to
$494,000 for the year ended December 31, 199, from $319,000 for the year ended
December 31, 1994. This category of expenses represents stationery and
supplies expense, loan origination expenses, postage expense, amortization of
organizational costs, audits and examinations expense, and other sundry
expenses. The 54.9 percent increase in this category is a general increase of
all of the above categories primarily due to the higher volume of accounts
outstanding. For example, postage expense increased approximately 69 percent
which is comparable to the increase in deposit balances. Also, during 1995,
Hinsdale Bank offered a home equity loan product that had no fees or costs
borne by the customer; thus, Hinsdale Bank incurred the costs of appraisals,
title searches and other miscellaneous costs of originating home equity loans.
Controlling overhead expenses is a basic philosophy of management and is
closely evaluated. Management is committed to continually evaluating its
operations to determine whether additional expense savings are possible without
impairing the goal of providing superior customer service.

Despite the increases in the various noninterest expense categories
during 1995, Hinsdale's ratio of noninterest expenses to total average assets
declined to 2.64 percent of average assets in 1995 from 3.21 percent of average
assets in 1994. Hinsdale Bank's peer group has a ratio of noninterest expenses
to total average assets of approximately 3.17 percent. Thus, Hinsdale Bank has
controlled its noninterest expenses in a fashion which is superior to other
banks in its peer group.

Income Taxes. Hinsdale had no Federal or state income tax expense for
1995 or 1994. In 1995, an income tax benefit of $340,000 was recorded, as
management determined that the realization of certain deferred tax assets not
previously valued was more likely than not to occur. In 1994, management had
established a valuation allowance against its net deferred tax assets with the
result being that no Federal or state income tax expense or benefit was
realized in the financial statements. However, in 1995, management determined
that its earnings history and projected future earnings were sufficient to make
a judgment that the realization of a portion of the net deferred tax asset was
more likely than not. As such, an income tax benefit was recorded to record
the portion of the net deferred tax asset that was more likely than not to be
recognized.

Comparison of Results for the Year Ended December 31, 1994 and Period Ended
December 31, 1993

General. Hinsdale had a net loss of $893,000 for the year ended
December 31, 1994, compared with a net loss of $565,000 for the period ended
December 31, 1993. It is typical for a new bank to incur operating losses
during its first few years of operation due to the overhead infrastructure
required to house and staff a banking facility. As Hinsdale Bank is able to
grow its deposit base and employ those funds into interest earning assets, the
net interest income earned should eventually generate enough income to support
the overhead expenses and provide a profit. Accordingly, the increase in the
net loss was anticipated by management due to the start-up nature of the
entity.

The details of the components of the net loss will be discussed in
greater detail in the following sections.

Interest Income and Interest Expense. Interest income increased from
$73,000 in the period ended 1993 to $2,305,000 in 1994. Similarly, interest
expense increased from $66,000 in the period ended 1993 to $1,732,000 in 1994.
The significant rise in interest income and interest expense from 1993 to 1994
is attributable to the fact that Hinsdale Bank only began banking operations in
October of 1993 and, therefore, the level of interest-bearing liabilities and
interest-earning assets were just beginning to accumulate in the last few
months of 1993. During 1994, the volume of deposits and loans increased as
customer relationships were established.

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<PAGE> 136
A complete analysis of the components and characteristics of interest
income and interest expense is shown in the average balance/rate table
presented previously.

Provision for Possible Loan Losses. The provision for possible loan
losses totaled $180,000 in 1994; however, no provision for possible loan losses
was charged to earnings during the period ended in 1993. Management provided
for the addition to the allowance for possible loan losses as the loan
portfolio increased approximately $22 million between the year-end periods. At
December 31, 1994, the allowance for possible loan losses stood at 0.81 percent
of loans outstanding, which management considered adequate to cover potential
losses in the portfolio.

Other Noninterest Income. Noninterest income increased to $237,000 in
1994 from $43,000 in the period ended 1993, or approximately $194,000. The
primary reason for the decline was a result of approximately $124,000 of income
from fees on loans sold in 1994, whereas the period ended 1993 had no such
fees. Fees on loans sold relate to income received by Hinsdale Bank for its
services of originating and selling residential real estate loans into the
secondary market. The income derived from these sales is highly dependent on
the volume of real estate sales transactions and refinancing activity. As
such, the business is sensitive to the interest rate environment and other
economic conditions. The remaining $90,000 increase in noninterest income was
a result of a slight increase in service charges on deposit accounts and other
income.

<TABLE>
<CAPTION>
Year Period
Ended Ended
December 31, December 31, Dollar
1994 1993 Change
------------ ------------ ------
<S> <C> <C> <C>
Salaries and employee benefits . . . . . $ 754 $310 $444
Occupancy expenses . . . . . . . . . . . 139 33 106
Advertising and marketing . . . . . . . . 71 44 27
Data processing . . . . . . . . . . . . . 88 19 69
Depreciation-furniture and equipment . . 58 8 50
Insurance . . . . . . . . . . . . . . . . 94 6 88
Other noninterest expenses . . . . . . . 319 195 124
------ ---- ----
Total noninterest expenses . . . . . $1,523 $615 $908
====== ==== ====
</TABLE>

The following discussion will review changes related to individual components
of noninterest expenses.

Salaries and Employee Benefits. Hinsdale Bank began to accumulate
staff in June of 1993 as the company began the process of organizing the bank
holding company and chartering the Hinsdale Bank. A full staffing complement
was achieved by October of 1993 when Hinsdale Bank received regulatory approval
and began to operate. From October 1993 and through December 31, 1993,
Hinsdale Bank had approximately xx full-time equivalent employees to perform
all the operations, customer service, lending and administration of the main
banking location and its drive-up banking facility. Approximately $177,000 of
the total salaries and employee benefits expense in the period ended 1993 was
incurred during the start-up phase, with the remaining $133,000 of this expense
category incurred subsequent to the opening of Hinsdale Bank. The level of
salaries increased in 1994 to $754,000 primarily due to a full year of
operations in 1994.

Occupancy Expenses, Advertising and Marketing, Data Processing,
Insurance, and All Other Noninterest Expenses. Each of these expense
categories increased significantly due primarily to the 12 months of operations
in 1994 compared to only two full months of operations in 1993. The expenses
incurred in these categories in both

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<PAGE> 137
years were normal operational expenses for a community bank. No significant or
unusual individual expenditures were incurred which warrant any further special
discussion.

Income Taxes. Hinsdale recorded no income tax expense or benefit for
the year ended December 31, 1994 and the period ended December 31, 1993 due to
the net operating losses generated during the initial years of operation.

FINANCIAL CONDITION

The dynamics of a community bank's balance sheet is generally
dependent upon the ability of management to attract additional deposit accounts
to fund the growth of the institution. This is the current situation at
Hinsdale Bank, as it has expanded the number of banking facilities in its
delineated market area and is persistent in its attempt to establish Hinsdale
Bank as the bank that the communities' residents and businesses select as their
preferred bank. Accordingly, the discussion of the financial condition of
Hinsdale will focus first on the sources of funds received through the
liability side of the balance sheet, which is predominantly deposit growth.
After it is understood how Hinsdale was funded during the periods under
discussion, the latter section of this "Financial Condition" discussion will
focus on the asset categories where Hinsdale invested the funds.

Deposits. Total deposits balances increased to $106,392,000 at March
31, 1996 compared to $104,402,000 at December 31, 1995 and $59,182,000 at the
end of 1994. This follows a $42,370,000 increase in deposits in 1994 from the
$16,812,000 deposit level at the end of 1993. The following table presents the
balances of deposits by category and those categories' relative percentage of
the total deposits as of March 31, 1996 and as of year-end during the past
three years.

<TABLE>
<CAPTION>
December 31,
March 31, -----------------------------------------------------------------
1996 1995 1994 1993
------------------- ------------------- ------------------- -------------------
Percent Percent Percent Percent
Balance of Total Balance of Total Balance of Total Balance of Total
-------- -------- -------- -------- ------- -------- ------- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Demand . . . . $ 10,471 9.8% $ 11,640 11.2% $ 5,792 9.8% $ 1,387 8.3%
Savings . . . . 7,010 6.6% 6,765 6.5% 7,830 13.2% 4,732 28.1%
NOW . . . . . . 3,470 3.3% 3,029 2.9% 1,709 2.9% 103 0.6%
Money market . 35,383 33.3% 34,071 32.6% 26,190 44.3% 7,979 47.5%
Certificates of
Deposit . . . 50,058 47.0% 48,897 46.8% 17,661 29.8% 2,611 15.5%
-------- ----- -------- ----- ------- ----- ------- -----
Total Deposits $106,392 100.0% $104,402 100.0% $59,182 100.0% $16,812 100.0%
======== ===== ======== ===== ======= ===== ======= =====
</TABLE>

Since the inception of Hinsdale Bank in October of 1993, management
has aggressively marketed money market and certificate of deposit products
which provide a yield slightly higher than those of its primary competitors.
Hinsdale Bank's primary money market product originally paid a rate at or
slightly above the yield on the 91-day Treasury Bill. This market yield, tied
with the flexibility of the money market account, helped to generate close to
$30 million in deposits for Hinsdale Bank. This growth has slowed somewhat due
to the management's decision in mid-1995 to remove the tie to the 91-day
Treasury Bill. However, this account still pays a rate higher than the money
market accounts of Hinsdale Bank's primary competitors.

Similar to the money market account, Hinsdale Bank has offered
certificates of deposits which have paid a rate equal to or slightly higher
than the rate paid by its primary competitors. This pricing, coupled with
aggressive marketing of unique one-time certificate of deposit product
offerings, has generated substantial deposits for Hinsdale Bank. This type of
marketing and pricing is a strategy that Hinsdale Bank purposefully employs in
order to generate customer loyalty and serve the needs of the community in a
fashion unlike its competitors.

One of the biggest challenges Hinsdale Bank has faced since opening,
has been attracting demand deposit and N.O.W. accounts. At the time Hinsdale
Bank opened, customer accessibility was limited due to the lack of

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<PAGE> 138
a drive-up and customer parking lot. This situation was remedied, in part,
during October of 1995, when Hinsdale Bank opened its drive-up facility. Since
that time, combined DDA and NOW balances have grown by a combined $4.1 million.

Reference is made to the average balance/rate table for data regarding
average daily deposits and rates paid thereon for the years ended December 31,
1995 and 1994. Hinsdale Bank has no foreign deposits.

The aggregate amounts of time deposits, in denominations of $100,000
or more, by maturity, as of December 31, 1995 are shown below (in thousands):

<TABLE>
<S> <C>
Three months or less . . . . . . . . . . . . . . . $ 9,035
Over three through six months . . . . . . . . . . . 6,330
Over six through twelve months . . . . . . . . . . 3,588
Over twelve months . . . . . . . . . . . . . . . . 7,651
-------
Total . . . . . . . . . . . . . . . . . . . . . $26,604
=======
</TABLE>

Accrued Interest Payable and Other Liabilities. The collective
balance of these two financial statement categories as of December 31, 1995 and
1994 were $222,000 and $123,000, respectively. The increase can be primarily
attributed to a higher amount of accrued interest payable on deposit accounts
due to the significant growth in the level of deposits. No other significant
changes were present in this financial statement category.

Term Debt. In December, 1995, Hinsdale entered into a revolving loan
agreement with an unaffiliated bank allowing borrowings up to $3,000,000. The
loan is secured by 100 percent of the common stock of Hinsdale Bank.
Borrowings under the agreement bear interest at the prime rate or at the rate
of LIBOR plus 1.5 percent and the interest is payable quarterly. The final
maturity date for the agreement is December 31, 1997. The debt was entered
into as a means to contribute additional capital to Hinsdale Bank to support
its continued growth.

Total Assets and Earning Assets. Total assets and earning assets were
$115,868,000 and $105,516,000, respectively, at December 31, 1995, compared to
$66,519,000 and $61,648,000, respectively, at December 31, 1994. The increase
in total assets and earning assets during the year was a result of significant
growth in all types of deposit categories. The level of earning assets as a
percentage of total assets fell slightly to 91.1 percent at year-end 1995,
from 92.7 percent at the end of 1994. The decline in the level of earning
assets relative to the total asset base was a result of the additional building
and premise expenditures made to establish a drive-through banking facility in
Hinsdale. However, the composition of earning assets shifted as Hinsdale Bank
began to invest deposit funds into loans from shorter-term money market
investments. Loans comprised 55.0 percent of total earning assets at December
31, 1995, compared to 36.2 percent at December 31, 1994. These changes in the
mix of earning assets will be discussed further below.

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<PAGE> 139
Loans. The following table shows Hinsdale's loans classified by type
at March 31, 1996 and as of December 31, 1995, 1994 and 1993 (in thousands):

<TABLE>
<CAPTION>
December 31,
March 31, ---------------------------------------
1996 1995 1994 1993
----------- -------- -------- ------
<S> <C> <C> <C> <C>
Residential real estate . . . $ 9,942 $ 8,838 $ 6,463 $ --
Commercial . . . . . . . . . 25,614 21,165 9,503 105
Home equity . . . . . . . . . 11,553 11,481 5,614 198
Consumer . . . . . . . . . . 22,101 18,082 747 35
------- ------- ------- ----
Total gross loans . . . . . 69,210 59,566 22,327 338
Less: unearned discount . . 1,705 1,481 -- --
------- ------- ------- ----
Net loans . . . . . . . . . $67,505 $58,085 $22,327 $338
======= ======= ======= ====
</TABLE>

Hinsdale Bank's loan portfolio has grown substantially from date of
opening to over $58 million as of December 31, 1995, increasing from $22.3
million at the end of 1994. As of December 31, 1995, the portfolio can be
broken down into three distinct categories. The first category, which consists
of approximately $20 million, is made up of loans secured by single family
homes. These loans are either nonconforming first mortgage residential real
estate loans which Hinsdale Bank is unable to sell to the secondary market or
home equity lines of credit. These loans, which are all variable rate, are
secured by homes in the suburban Chicagoland area.

The second category is commercial loans which total approximately $21
million. These loans consist of over $10 million in commercial real estate
secured transactions which have terms of less than 10 years and are generally
variable rate. The commercial real estate loans are generally not secured by
any significant amount of speculative real estate transactions; rather, the
loans are underwritten based upon stable verifiable cash flows generated by the
property and also supported by the properties' collateral value. The balance
of the category consists of loans to small, locally based companies, which
typically have terms of one year or less. In general, these loans are secured
by a combination of business assets, real estate and personal guaranties.

The last category is consumer loans, which consists of over $16
million in indirect automobile loans and approximately $2 million in other
consumer loans to individuals. Hinsdale Bank has developed a niche business
which provides for select automobile dealers to send applications directly to
Hinsdale Bank for approval. The loans are secured by a first lien on the
purchased automobile. The loans typically will have a term from 36 to 60
months and have a fixed rate.

Hinsdale has no loans to businesses or governments of foreign
countries.

The following table sets forth maturities as of December 31, 1995, of
certain loan categories (in thousands):

<TABLE>
<CAPTION>
Within From 1 After
one year to 5 years 5 years Total
-------- ---------- ------- ---------
<S> <C> <C> <C> <C>
Commercial paper . . . . . . $ 2,492 $ -- $-- $ 2,492

Commercial loans . . . . . . 15,118 3,555 -- 18,673
------ ------ -- -------
Total commercial . . . . . . $17,610 $3,555 $-- $21,165
======= ====== === =======
</TABLE>

Of those loans maturing after one year, $2,645,000 have fixed rates.

Money Market Investments and Investment Securities. Hinsdale Bank's
objective in managing its securities portfolio is to balance Hinsdale Bank's
liquidity risk, interest rate risk and credit quality such that the earnings of
Hinsdale Bank are maximized. As noted in the "Loans" section above, the
predominant portion of the funds

127
<PAGE> 140
received from new deposit accounts was invested in the various loan categories
during 1995. Management has maintained the funds that were not invested in
loans in short-term investment securities and money market investments as
follows (in thousands):

<TABLE>
<CAPTION>
December 31,
March 31, ---------------------------
1996 1995 1994
---------- -------- --------
<S> <C> <C> <C>
Federal funds sold . . . . . . . . . . . . 10,221 16,022 10,494
Interest bearing deposits with Banks . . . . -- 16,000 11,500
Investment securities . . . . . . . . . . . . 32,440 15,409 17,327
------ ------ ------
Total money market investments
and investment securities . . . . . . . . $42,661 $47,431 $39,321
======= ======= =======
</TABLE>

Investment Securities. The carrying value of securities held by
Hinsdale at December 31, 1995, 1994 and 1993 are as follows (in thousands):

<TABLE>
<CAPTION>
December 31,
--------------------------------------------------
1995 1994 1993
------- ------- ------
<S> <C> <C> <C>
Available-for-Sale
U.S. Treasury Obligations . . . 5,529 $ -- $ --
U.S. agency obligations . . . . 3,728 -- --
Other securities . . . . . . . 5,105 -- --
Federal Reserve Bank stock . . 247 -- --
Equity securities . . . . . . . 800 -- --
------- ------- ------
Total available-for-sale . 15,409 -- --
------- ------- ------

HELD-TO-MATURITY
U.S. Treasury obligations . . . -- 587 --
U.S. agency obligations . . . . -- 13,555 885
Other securities . . . . . . . -- 3,036 2,811
Federal Reserve Bank stock . . -- 149 129
------- ------- ------
Total held-to-maturity . . -- 17,327 3,825
------- ------- ------
Total securities . . . . . $15,409 $17,327 $3,825
======= ======= ======
</TABLE>

128
<PAGE> 141
Maturities of securities as of December 31, 1995 are as follows (in
thousands):

<TABLE>
<CAPTION>
Within From 1 From 5 to After Equity
1 Year to 5 years 10 years 10 years Securities Total
------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury obligations . . . . $5,529 $ -- $-- $-- $ -- $ 5,529
U.S. agency obligations . . . . . 3,728 -- -- -- -- 3,728
Other securities . . . . . . . . 498 4,607 5,105
Federal Reserve Bank stock . . . -- -- -- -- 247 247
Equity securities . . . . . . . . -- -- -- -- 800 800
------ ------ --- --- ------ -------
Total . . . . . . . . . . . . . $9,755 $4,607 $-- $-- $1,047 $15,409
====== ====== === === ====== =======
</TABLE>

The weighted average yield for each range of maturities of securities is shown
below as of December 31, 1994.

<TABLE>
<CAPTION>
Within From 1 From 5 to After Equity
1 Year to 5 years 10 years 10 years Securities Total
------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury obligations . . . . 5.72% --% --% --% --% 5.72%
U.S. agency obligations . . . . 5.74% --% --% --% --% 5.74%
Other securities . . . . . . . . 5.38% 6.17% --% --% --% 6.09%
Federal Reserve Bank stock . . . --% --% --% --% 6.00% 6.00%
Equity securities . . . . . . . N/A N/A --% --% N/A N/A
</TABLE>

Yields on equity securities are not considered meaningful for purposes of this
analysis.

Hinsdale did not own any federally tax-advantaged securities during the periods
presented.

There were no securities of any single issuer which had book value in
excess of ten percent of shareholders' equity at December 31, 1995.

Shareholders' Equity. Hinsdale was incorporated on September 25, 1992
and initially capitalized through the issuance of 20 no par common shares at
$50 each; 10,000 no par preferred convertible shares at $50 each; and 5,000 no
par common stock Series A warrants at $5 each. Each Series A warrant entitles
the holder to acquire one share of common stock at a purchase price of $50.

Subsequent to the initial capitalization, Hinsdale raised an
additional $6,042,827 through the private placement issuance of 120,834 no par
common shares. During the initial period of operations, Hinsdale allocated
$1,000,000 of the initial surplus to undivided profits to cover initial
operating expenditures.

The Hinsdale Bancorp, Inc. 1993 Recapitalization Plan, as approved by
the shareholders, provided for the redemption of the 10,000 convertible,
preferred shares of Hinsdale stock outstanding in a like kind exchange for
common stock and the issuance of additional common stock warrants. The
preferred shares were held primarily by officers and employees of Hinsdale who
contributed significantly to the organization, capitalization and opening of
Hinsdale Bank.

For each preferred share outstanding,2.15 shares of common stock were
issued in exchange. The 10,000 preferred shares outstanding were exchanged for
21,500 shares of Hinsdale common stock. The preferred stock received was
retired by Hinsdale.

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<PAGE> 142

Hinsdale also authorized and issued 5,000 common stock Series B
warrants in 1993. Each Series B warrant entitles the holder to acquire one
share of Hinsdale's common stock at a price of $31.50 per share. The warrants
have a 10 year life and were issued to the holders of the preferred stock.

Because of growth, during 1994, Hinsdale issued 63,683 additional
shares of common stock at $65 per share, resulting in proceeds of approximately
$4,100,000.

The following table reflects various measures of capital at March 31,
1996 and year-end 1995 and 1994 for Hinsdale:

<TABLE>
<CAPTION>
December 31,
March 31, --------------------
1996 1995 1994
------------ ------ -------
<S> <C> <C> <C>
Ending equity-to-assets ratio . . . . . . 8.2% 8.3% 10.8%
Ending leverage ratio . . . . . . . . . . 8.2% 8.3% 10.7%
Ending tier I risk-based capital ratio . 12.1% 12.8% 17.6%
Ending total risk-based capital ratio . . 12.8% 13.5% 18.0%
Dividend payout ratio . . . . . . . . . . 0.0% 0.0% 0.0%
</TABLE>

Management is not aware of any known trends, events, regulatory
recommendations or uncertainties that will have any adverse effect on
Hinsdale's capital resources or operations.

ASSET-LIABILITY MANAGEMENT

As a continuing part of its financial strategy, Hinsdale attempts to
manage the impact of fluctuations in market interest rates on its net interest
income. This effort entails providing a reasonable balance between interest
rate risk, credit risk, liquidity risk and maintenance of yield.
Asset-liability management policies are established and monitored by management
in conjunction with the Board of Directors. The policy is implemented by the
Bank's asset-liability management committee which meets at least quarterly and
is comprised of senior officers and directors of the Bank appointed annually to
the committee.

A principal function of asset-liability management is to coordinate
the levels of interest-sensitive assets and liabilities to maintain net
interest income in spite of changes in market interest rates.
Interest-sensitive assets and liabilities are those that are subject to
repricing in the near term, including both variable rate instruments and those
fixed rate instruments approaching maturity. Changes in net yield on
interest-sensitive assets arise when interest rates on assets, such as loans
and investment securities, change in a different time period from that of
interest rates on liabilities, such as time deposits. Changes in net yield on
interest-sensitive assets also arise from changes in the mix and volumes of
earning assets and interest-bearing liabilities. The interest rate sensitivity
ratio provides a measure of the gap between assets and liabilities subject to
repricing at a certain time. A ratio of 1.0 indicates a matched position, in
which case the effect on net interest income due to interest rate movements
will be reduced.

130
<PAGE> 143

The following table illustrates Hinsdale's estimated interest rate
sensitivity and periodic and cumulative gap position, as calculated as of March
31, 1996. Although actual maturity and repricings may occur differently for
regular and passbook savings and NOW accounts, these accounts are treated as
though they are subject to immediate withdrawal and are presented in the
earliest period presented. An institution with more assets repricing than
liabilities over a given timeframe is considered asset sensitive and will
generally benefit from rising rates.

131
<PAGE> 144

Equity Securities . . . . . . . . . . -- -- 800 -- 800
Other . . . . . . . . . . . . . . . . -- -- -- 8,379 8,379
-------- -------- -------- -------- --------
Total Assets . . . . . . . . . . . $ 72,830 $ 17,180 $ 18,651 $ 9,884 $118,545
======== ======== ======== ======== ========
LIABILITIES:
NOW . . . . . . . . . . . . . . . . . 3,470 $ -- $ -- $ -- 3,470
Savings & Money Market . . . . . . . 42,393 -- -- -- 42,393
Time Deposits . . . . . . . . . . . . 18,118 14,120 17,766 54 50,058
Short Term Borrowings . . . . . . . . -- -- -- -- --
Term Debt . . . . . . . . . . . . . . 1,800 -- -- -- 1,800
Other . . . . . . . . . . . . . . . . -- -- -- 20,824 20,824
-------- -------- -------- -------- --------
Total Liabilities . . . . . . . . . $ 65,781 $ 14,120 $ 17,766 $ 20,878 $118,545
======== ======== ======== ======== ========

Rate Sensitive Assets (RSA) . . . . . . $ 72,830 $ 90,010 $108,661 $118,545 $118,545

Rate Sensitive Liabilities (RSL) . . . $ 65,781 $ 79,901 $ 97,667 $118,545 $118,545

Cumulative Gap . . . . . . . . . . . . $ 7,049 $ 10,109 $ 10,994

RSA/RSL . . . . . . . . . . . . . . . . 1.11 1.13 1.11
RSA/ASSETS . . . . . . . . . . . . . . 0.61 0.76 0.92
RSL/ASSETS . . . . . . . . . . . . . . 0.55 0.67 0.82

GAP/ASSETS . . . . . . . . . . . . . . 5.95% 8.53% 9.27%
GAP/RSA . . . . . . . . . . . . . . . . 9.68% 11.23% 10.12%
</TABLE>

While the gap position illustrated above is a useful tool that
management can assess for general positioning of the Bank's balance sheet,
management uses an additional measurement tool to determine if the Bank is
positioned properly. This additional evaluation method determines exposure to
changes in interest rates by measuring the percentage change in net income over
a two-year time horizon due to changes in rates. Management measures such
percentage change assuming an instantaneous permanent parallel shift in the
yield curve of 200 basis points, both upward and downward. Utilizing this
measurement concept, the interest rate risk of Hinsdale, expressed as a
percentage change in net income over a two-year time horizon due to changes in
interest rates, at March 31, 1996, is as follows:

<TABLE>
<CAPTION>
+200 -200
Basis Basis
Points Points
------ ------

<S> <C> <C>
Percentage change in net income due
to an immediate 200 basis
point change in interest rates
over a two-year time horizon . . 22.6% (20.1%)
</TABLE>

132
<PAGE> 145
LIQUIDITY

At The Bank Level. Liquidity management involves planning to meet
anticipated funding needs at a reasonable cost. Liquidity management is guided
by policies formulated and monitored by Hinsdale Bank's Asset/Liability
Committee, which takes into account the marketability of assets, the sources
and stability of funding and the level of unfunded commitments.

"Liquid Assets" refers to money market assets such as Federal funds
sold and interest bearing deposits with banks, as well as available-for-sale
debt securities and held-to-maturity securities with a remaining maturity of
less than one year. Net liquid assets would represent the sum of the liquid
asset categories less the amount of assets pledged to secure public funds. At
December 31, 1995, net liquid assets totaled approximately $38 million,
compared to approximately $31 million at December 31, 1994. Thus, Hinsdale
Bank has substantial short-term balance sheet liquidity.

Long-term liquidity needs are provided by a large core deposit base,
which is the most stable source of liquidity a community bank can have, due to
the long-term relationships established with the depositors and the security of
deposit insurance provided by the Federal Deposit Insurance Corporation. At
December 31, 1995, 67 percent of total assets were funded by core deposits with
balances less than $100,000, while the remaining assets were funded by other
funding sources such as core deposits with balances in excess of $100,000,
public funds, purchased funds, and the capital of Hinsdale Bank. At December
31, 1994, 79 percent of total assets were funded by core deposits.

Hinsdale Bank routinely accepts deposits from a variety of municipal
entities. Typically, these municipal entities require that banks pledge
marketable securities to collateralize these public deposits. At December 31,
1995 and 1994, Hinsdale Bank had approximately $8,258,000 and $5,640,000 of
securities collateralizing such public deposits, respectively. These amounts
are not considered to be core deposits and the assets that are pledged as
collateral for these deposits are not deemed to be liquid assets.

At the Holding Company Level. Hinsdale's principal funds are
dividends from Hinsdale Bank subsidiary, and if necessary, borrowings or
additional equity offerings. Banking laws place restrictions upon the amount
of dividends which can be paid to Hinsdale by Hinsdale Bank. Based on these
laws, Hinsdale Bank could, subject to minimum capital requirements, declare
dividends to Hinsdale without obtaining regulatory approval, in an amount not
exceeding (1) undivided profits, and (2) the amount of net income reduced by
dividends paid for the current and prior two years. No cash dividends were
paid to Hinsdale by the subsidiary during the periods ended December 31, 1995,
1994, or 1993.

Also, Hinsdale Bank is required to maintain a nine percent
capital-to-assets ratio for three years as a de novo bank, and is not allowed
to pay dividends during this de novo time period without the prior approval of
the banking regulators. This three-year period will end in October 1996.

Subsequent to the three year de novo period, Hinsdale Bank could,
subject to minimum capital requirements, declare dividends to Hinsdale without
obtaining regulatory approval in an amount not exceeding (a) undivided profits,
and (b) the amount of net income reduced by dividends paid for the current and
prior two years.

As of March 31, 1996 and December 31, 1995, Hinsdale Bank was not
allowed to pay dividends based upon the above mentioned restrictions.

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<PAGE> 146
Nonaccrual, Past Due and Restructured Loans. Hinsdale Bank had no
nonaccrual loans at March 31, 1996. At December 31, 1995, Hinsdale Bank had
$15,000 of nonaccrual consumer loans. There were no nonaccrual loans at
December 31, 1994 or 1993.

It is the policy of Hinsdale to discontinue the accrual of interest
income on any loan for which there is a reasonable doubt as to the payment of
interest or principal. Nonaccrual loans are returned to an accrual status when
the financial position of the borrower indicates that there is no longer any
reasonable doubt as to the payment of principal or interest. Hinsdale had no
significant loans (i) for which the terms had been renegotiated, or (ii) for
which there were serious doubts as to the ability of the borrower to comply
with repayment terms.

Loans past due 90 days or more, including nonaccrual loans, are
presented in the table below (in thousands):

<TABLE>
<CAPTION>
December 31,
March 31, ----------------------------
1996 1995 1994 1993
------------- ---- ---- ----
<S> <C> <C> <C> <C>
Loans past due 90 days
or more . . . . . . . . . . . . . $41 $99 $-- $--
</TABLE>

Potential Problem Loans. In addition to those loans disclosed under
"Nonaccrual, Past Due and Restructured Loans," there are certain loans in the
portfolio which management has identified, through its problem loan
identification system, which exhibit a higher than normal credit risk.
However, these loans do not represent non-performing loans to Hinsdale.
Management's review of the total loan portfolio to identify loans where there
is concern that the borrower will not be able to continue to satisfy present
loan repayment terms includes factors such as review of individual loans,
recent loss experience and current economic conditions. Loans in this category
include those with characteristics such as those past maturity more than 45
days, those that have recent adverse operating cash flow or balance sheet
trends, or have general risk characteristics that the loan officer feels might
jeopardize the future timely collection of principal and interest payments.
The principal amount of loans in this category as of December 31, 1995 was
approximately $44,000. Loans in this category generally include loans that
were classified for regulatory purposes. At December 31, 1995, there were no
significant loans which were classified by any bank regulatory agency that are
not included above as nonaccrual, past due or restructured.

Loan Concentrations. Loan concentrations are considered to exist when
there are amounts loaned to a multiple number of borrowers engaged in similar
activities which would cause them to be similarly impacted by economic or other
conditions. At December 31, 1995, Hinsdale had no concentrations of loans
exceeding 10 percent of total loans.

Other Real Estate Owned. In addition to the risk elements identified
above, Other Real Estate Owned would provide insight into the historical
quality of the loan portfolio. Hinsdale has had no Other Real Estate Owned
during any of the reporting periods.

Summary of Loan Loss Experience. The following table summarizes loan
balances at the end of each period, changes in the allowance for possible loan
losses arising from additions to the allowance which have been charged to
earnings, and loans charged-off and recoveries on loans previously charged-off
by loan category (dollars in thousands).

134
<PAGE> 147
<TABLE>
<CAPTION>

Three
Months Period
Ended Year Ended December 31, Ended
March 31, ----------------------- December 31,
1996 1995 1994 1993
------------ ---------- ---------- ----------------
<S> <C> <C> <C> <C>
Balance at beginning of year . . . . . . . . $ 479 $ 180 $ -- $ --
Total loans charged-offs . . . . . . . . . . -- -- -- --
Total recoveries on loans
previously charged-off . . . . . . . . . -- -- -- --
Add: Provision for possible
loan losses . . . . . . . . . . . . . . . 104 299 180 --
------- ------- ------- -------
Balance at end of period . . . . . . . . . . $ 583 $ 479 $ 180 $ --
======= ======= ======= =======

Average loans outstanding . . . . . . . . . . $62,612 $40,440 $11,374 $19,000
======= ======= ======= =======
Ratio of net charge-offs
during the period
to average loans outstanding
during the period . . . . . . . . . . . . 0.00% 0.00% 0.00% 0.00%
======= ======= ======= =======
</TABLE>

As of December 31, 1995, management allocated the allowance for
possible loan losses by specific category as shown in the following table
(dollars in thousands). The allocation was made after considering all relevant
qualitative and quantitative factors about the loan portfolio.
<TABLE>
<CAPTION>
Percent of
loans in each
category to
Amount total loans
------ --------------
<S> <C> <C>
Residential real estate . . . . . $ 2 15%
Commercial . . . . . . . . . . . 61 36%
Home equity . . . . . . . . . . . 46 20%
Consumer . . . . . . . . . . . . 70 29%
Unallocated . . . . . . . . . . . 300 N/A
---- ----
Total . . . . . . . . . . . . . $479 100%
==== ====
</TABLE>

Prior to 1995, management did not perform a specific allocation of the
allowance for possible loan lossesby category. Management believes that the
loan portfolio is well diversified and well secured, without undue
concentration in any specific risk area. Control of the loan quality is
continually monitored by management and is reviewed by the Board of Directors
and its Credit Committee on a monthly basis. Independent external review of
the loan portfolio is provided by the examinations conducted by regulatory
authorities, independent public accountants in conjunction with their annual
audit, and an independent loan review performed by an entity engaged by the
Board of Directors. The amount of additions to the allowance for possible loan
losses which are charged to earnings through the provision for possible loan
losses are determined based on a variety of factors, actual charge-offs during
the year, historical loss experience, delinquent loans, and an evaluation of
current and prospective economic conditions in the market area. Management
believes the allowance for possible loan losses is adequate to cover any
potential losses.

135
<PAGE> 148
LIBERTYVILLE BANCORP, INC.

BUSINESS

Organization and Operation. Libertyville is a bank holding company
that was incorporated as an Illinois corporation in September of 1994. The
primary asset of Libertyville is its ownership of 100 percent of the common
shares of Libertyville Bank. Libertyville is engaged in the business of
banking through its ownership of Libertyville Bank. Its mailing address is 507
North Milwaukee Avenue, Libertyville, Illinois 60048 and its telephone number
is (847) 367-6800. As of March 31, 1996, Libertyville had total assets of
$52,542,000 and total stockholders' equity of $9,387,000.

Libertyville Bank was organized under the laws of the State of
Illinois and commenced operation in October, 1995. Libertyville and
Libertyville Bank are regulated by the Federal Reserve Bank. Additionally,
Libertyville Bank is regulated by the Illinois Commissioner and the FDIC.

Libertyville Bank is the only locally owned and managed full service
commercial bank in its primary service area of Libertyville, Mundelein and
Vernon Hills, Illinois. Each of these villages has a population of
approximately 20,000 and is located approximately 25 miles north of downtown
Chicago.

Employees. As of March 31, 1996, Libertyville Bank employed 21
full-time equivalent employees. Libertyville has no paid employees.

Services. Libertyville Bank is an Illinois chartered, FDIC insured
commercial bank which providesa full range of banking services, including trust
operations. Libertyville Bank furnishes personal and commercial banking
services, including demand, NOW, money market, savings and time deposit
accounts; real estate, commercial and consumer loans; and safe deposit
facilities.

Libertyville Bank was formed to provide the Libertyville and Vernon
Hills communities with a community bank alternative. As such, Libertyville
Bank is focused on providing a highly personal, professional level of service
to commercial and retail customers residing in these areas. Emphasis is placed
on local ownership and management in attracting and maintaining deposit, loan
and trust customers.

Property. Libertyville Bank currently has two physical banking
locations. Libertyville Bank owns the main bank facility, which is a 13,000
square foot two story brick building located at 507 North Milwaukee Avenue in
downtown Libertyville, Illinois. Libertyville Bank also owns a 2,500 square
foot drive-in, walk-up banking facility at 201 Hurlburt Court, approximately
five blocks southeast of the main banking facility. Libertyville Bank
maintains automated teller machines at both of its locations. Libertyville
Bank has no offsite automated teller machines.

ADDITIONAL INFORMATION

For a description of Libertyville's and Libertyville Bank's
competition, litigation, regulatory environment, interests in affiliates,
transactions with management and relationship with independent public
accountants, see "MATTERS OF GENERAL APPLICABILITY TO BANKS."

136
<PAGE> 149
MANAGEMENT OWNERSHIP OF COMMON STOCK

The following table sets forth information as of June 30, 1996, with
respect to beneficial ownership of shares of Libertyville held by (i) each
director of Libertyville, (ii) each executive officer of Libertyville, and
(iii) all directors and executive officers as a group.

<TABLE>
<CAPTION>
Shares
Issuable
Upon Shares Shares
Conversion Subject to Subject to Total Pro Forma
of Common Vested Libertyville % of % of
Common Preferred Stock Stock Beneficial Libertyville Wintrust
Shares(1) Shares(2) Warrants(3) Options Ownership Total(4) Total(4)(5)
-------- --------- ----------- ------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS
- ---------
Howard D. Adams(6) ** . . . . . 5,300 -- -- -- 5,300 2.31% 7.78%
J. Albert Carstens ** . . . . . 3,216 2,402 2,000 -- 7,618 3.28% *
Robert Dunn . . . . . . . . . . -- -- -- -- -- * *
David A. Dykstra ** . . . . . . 777 641 540 -- 1,958 * *
Scott Lucas . . . . . . . . . . 500 -- -- -- 500 * *
James E. Mahoney. . . . . . . . 1,620 -- -- -- 1,620 * *
Susan Milligan . . . . . . . . 400 -- -- -- 400 * *
William Newell . . . . . . . . 1,500 -- -- -- 1,500 * *
Hollis W. Rademacher . . . . . 2,533 802 660 -- 3,995 1.73% *
John N. Schaper . . . . . . . . 300 -- -- -- 300 * *
Jane R. Stein . . . . . . . . . -- -- -- -- -- * *
Jack Stoneman . . . . . . . . . 4,000 -- -- -- 4,000 1.74% *
Edward Werdell ** . . . . . . . 3,086 962 800 -- 4,848 2.10% *
Edward J. Wehmer ** . . . . . . 854 5,088 1,408 -- 7,350 3.18% 3.36%
------- ------ ------ ------ ------- ------ -----
Total Directors . . . . . . . . 24,086 9,895 5,408 -- 39,389 17.07% 13.43%

NON-DIRECTOR EXECUTIVE OFFICERS
- -------------------------------
Brian Mikaelian . . . . . . . . 656 319 260 -- 1,235 * *
Randolph Hibben . . . . . . . . 500 -- -- -- 500 * *
Robert F. Key . . . . . . . . . 900 -- -- -- 900 * *
Lloyd M. Bowden . . . . . . . . 1,000 -- -- -- 1,000 * *
------- ------ ------ ------ ------- ------ -----

Total Directors and Executive
Officers as a group . . . . . . 27,142 10,214 5,668 -- 43,024 18.65% 14.60%
======= ====== ====== ====== ======= ====== =====

Total Common Shares
and Share Equivalents . . . . . 205,929 24,000 20,760 -- 250,689
======= ====== ====== ====== =======
</TABLE>

- ---------------
* Less than 1%
** Denotes executive officer (in addition to director status)

(1) Includes shares held directly and, if applicable, indirectly through such
person's spouse, minor children, certain family trusts, IRA's or 401(k)
plans.

(2) Pursuant to the Reorganization Agreement, all preferred shares are to be
converted to Shares of Common Stock prior to consummation of the
Reorganization. Each share of preferred stock converts into one share of
Common Stock.

(3) Pursuant to the terms of the Reorganization Agreement, the outstanding
Libertyville Common Stock warrants are to be contributed to Wintrust in
connection with and as part of the Reorganization in exchange for a
combination of Wintrust Common Stock and Wintrust Warrants on a basis
reflecting the Libertyville Exchange Ratio. See "Common Stock Warrants"
under "TERMS OF THE REORGANIZATION."

137
<PAGE> 150
(4) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(5) Assumes no exercise of outstanding options, rights or warrants prior to
the Reorganization and gives effect to the Reorganization, including (i)
the anticipated election by holders of First Premium Warrants to receive
as part of the exchange of such warrants an aggregate of 411,673
additional shares of Wintrust Common Stock to be outstanding immediately
following the Effective Date of the Reorganization and (ii) the
anticipated exchange of warrants of North Shore, Hinsdale, and
Libertyville for 9,142, 33,173, and 24,882 additional shares of Wintrust
Common Stock, respectively, to be outstanding immediately following the
Effective Date of the Reorganization. See "Common Stock Warrants" under
"TERMS OF THE REORGANIZATION." Includes shares deemed beneficially owned
by such persons in any of the other Companies, giving effect to the
applicable Exchange Ratios. Also gives effect to the cancellation of
intercompany share ownership as provided in the Reorganization Agreement.

(6) Includes an aggregate of 1,600 shares held in certain family trusts for
the benefit of Mr. Howard D. Adams' children and with respect to which
Mr. Adams' wife has voting power; Mr. Adams disclaims beneficial
ownership of such shares.

BENEFICIAL OWNERSHIP OF CERTAIN SHAREHOLDERS

On June 30, 1996, Libertyville had 205,929 shares of common stock
outstanding. As of such date, the following persons not listed under
"Management Ownership of Common Stock" are known by Libertyville to be the
owners of or might be deemed to be the beneficial owners of more than five
percent of its common stock.

<TABLE>
<CAPTION>
Number of Shares Percent of
Name Address Beneficially Owned Class(1)
---- ------- ------------------ ----------
<S> <C> <C> <C>
Emmett D. McCarthy, as
trustee for(2):
Alan W. Adams 570 Crabtree 15,479 6.53%
Family Trust Lake Forest, IL

Sarah K. Adams 570 Crabtree 15,479 6.53%
Family Trust Lake Forest, IL
</TABLE>

- ------------------
(1) Beneficial ownership percentages are calculated in accordance with SEC Rule
13d-3 promulgated under the Securities Exchange Act of 1934.

(2) The Alan W. Adams Family Trust and the Sarah K. Adams Family Trust are each
irrevocable trusts for which Emmett D. McCarthy and either Alan W. Adams or
Sarah K. Adams, respectively, serve as co-trustees. Mr. McCarthy is a
Director of Crabtree. The 15,479 shares shown for each Trust represent
1,771 shares of Common Stock, 6,492 shares of Preferred Stock which are
convertible into Libertyville Common Stock at a ratio of 1:1, and warrants
to acquire 7,216 shares of Common Stock. The beneficial owners of the
respective Trusts are Alan W. Adams and Sarah K. Adams, respectively, the
two adult children of Howard D. Adams, and Mr. McCarthy disclaims
beneficial ownership of all shares shown. Mr. Alan W. Adams is currently a
vice president of Lake Forest Bank and a Director nominee of Wintrust and
directly owns an additional 180 shares.

138
<PAGE> 151
SELECTED FINANCIAL DATA
LIBERTYVILLE BANCORP, INC.

Three Months Period Ended
Ended March 31, December 31,
1996 1995(1)
-------------------- -------------
(dollars in thousands)
<S> <C> <C>
Interest income . . . . . . . . . . . . . . . . . . . . . . . . $ 645 $ 321
Interest expense . . . . . . . . . . . . . . . . . . . . . . . 416 164
------ -----
Net interest income . . . . . . . . . . . . . . . . . . . . . . 229 157
Provision for possible loan losses . . . . . . . . . . . . . . 75 55
Net interest income after provision for possible loan losses . 154 102
Noninterest income, excluding security gains (losses) . . . . 57 21
Security gains . . . . . . . . . . . . . . . . . . . . . . . . -- --
Noninterest expense . . . . . . . . . . . . . . . . . . . . . . 546 1,081
------ -----
Net loss before income taxes . . . . . . . . . . . . . . . . . (335) (958)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . -- --
------ -----
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (335) $(958)
====== =====

Net loss per common share . . . . . . . . . . . . . . . . . . . $(1.64) $(14.19)
Cash dividends declared per common share . . . . . . . . . . . $ -- $ --

Total assets at end of period . . . . . . . . . . . . . . . . . 52,542 37,479
Total deposits at end of period . . . . . . . . . . . . . . . 42,575 26,413
Secured-term debt at end of period . . . . . . . . . . . . . . 361 1,064
Preference stock at end of period . . . . . . . . . . . . . . . 500 500

Return on average total assets . . . . . . . . . . . . . . . . (2.91%) --(2)
Return on average common shareholders' equity . . . . . . . . (14.10%) --(2)
</TABLE>

- ----------------
(1) Management has for this period presented selected financial data
reflecting reported results from the date of incorporation (September 26,
1994) to December 31, 1995. The Company was in a capital raising and
organizational phase and as described elsewhere herein was only
operational from October 10, 1995 through December 31, 1995. Accordingly,
management believes that separate selected financial data from the date of
incorporation (September 26, 1994) to December 31, 1994 and for January 1,
1995 to December 31, 1995 is not meaningful as the period presented herein
approximates those revenues and expenses that would have been recognized
had 1995 been presented on a stand-alone calendar year basis.

(2) Return on average assets and average equity ratios are not meaningful as a
result of the nature of operations as discussed in Note 1 above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

GENERAL

Libertyville was organized and approved as a one bank holding company
in 1995. Additionally, Libertyville Bank was approved to begin banking
operations in October of 1995. As such, the following discussion of the
results of operations includes the activity of the Company during its
organizational period and the results as a functioning one-bank holding company
during the period of October 10, 1995 through December 31, 1995. Generally, a
community bank holding company's results of operations are reliant upon the net
interest income to produce an overall profit for the company. However, as
Libertyville Bank was only operational for less than three months in 1995, the
revenues generated through net interest income were not sufficient to offset
organizational

139
<PAGE> 152

expenses and the company, therefore, experienced a loss. This is not unusual
for a start-up banking organization and was anticipated by management during
its initial planning. The following discussion will focus on describing the
components of the net loss incurred for the three months ended March 31, 1996
and the period ended December 31, 1995.

RESULTS OF OPERATIONS

Comparison of Results for the Period Ended March 31, 1996 to the Period Ended
December 31, 1995

The net loss for the three-month period ended March 31, 1996 was
$335,000. The following discussion will compare the results for the first
quarter of 1996 to the last quarter of 1995, because Libertyville Bank was only
operational during that period in 1995.

Net interest income increased to $229,000 for the three months ended
March 31, 1996 from approximately $157,000 for the period ended 1995. This
increase is a result of a substantial increase in interest earning assets since
the inception of operations and the fact that the mix of interest earning
assets has gradually shifted more into higher yielding loans from short-term
money market investment products. Management anticipates that the net interest
income amount will continue to grow in the remaining quarters of 1996 due to
the continuation of the growth in earning assets, specifically the loan
category.

The provision for possible loan losses increased to $75,000 for the
three months ended March 31, 199, compared to $55,000 for the period ended
December 31, 1995. Libertyville Bank has provided a higher amount to the
allowance for possible loan losses during the first quarter of 1996, as
compared to the period ended 1995, because of the growth in the loan portfolio.
Although the Libertyville Bank has no non-performing loans or loans past due
greater than 90 days, management considers it prudent to build a reserve for
unanticipated credit problems that may occur with the existing portfolio.

Other noninterest income totaled $57,000 for the three months ended
March 31, 199, compared to approximately $21,000 for the period ended 1995.
The increase is predominantly related to fees on fixed rate residential
mortgage loans which were sold to the secondary market. During 1995, this
activity was just underway and customer relationships were being established,
whereas in 1996, the service has become an established function at Libertyville
Bank and has generated additional revenues.

Other noninterest expenses were $546,000 for the three-month period
ended March 31, 1996, compared to $1,081,000 for the period ended December 31,
1995. If the organizational period expenses are deducted from the total, the
other noninterest expenses related to the three-months in which Libertyville
was operational were $607,000. The slight decrease to $546,000 from $607,000
in the comparable operational periods was due primarily to the fact that
significant marketing, advertising, and supplies were expended in 1995 to
successfully announce the grand opening of the facility. During the first few
months of 1996, these expenses were modestly reduced.

Operating Results for the Period Ended December 31, 1995

General. Libertyville had a net loss of $958,000 for the period ended
December 31, 1995. The net loss was primarily a result of $1,081,000 of
noninterest expenses such as salaries and employee benefits, occupancy-related
expenses, marketing expenses, stationery and supplies and other sundry
expenses. These expenses were offset by approximately $157,000 in net interest
income and $21,000 in miscellaneous fee income. Libertyville Bank also charged
$55,000 against earnings as a provision for possible loan losses which
contributed to the loss position. These and other details will be discussed in
greater detail in the following sections.

140
<PAGE> 153

Interest Income and Interest Expense. The primary source of earnings
for Libertyville during the period ended 1995 was net interest income. In
fact, net interest income accounted for approximately 88 percent of the net
revenues during the period ended 1995. Net interest income is defined as the
difference between interest income and fees on earning assets and interest
expense on deposits and borrowings. An analysis of the components and
characteristics of interest income and interest expense is presented in the
table below, including average balances and average rates/yields for
Libertyville Bank's earning assets and interest-bearing liabilities for the
period ended December 31, 1995.

<TABLE>
<CAPTION>
1995
-------------------------------------
Average Average
Balance Interest Yield/Rate
------- -------- ----------
(dollars in thousands)
<S> <C> <C> <C>
ASSETS
Interest bearing deposits with banks . . . . . . . . . . . . . . $1,695 $ 80 4.72%
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . 2,894 166 5.74%
Taxable debt securities . . . . . . . . . . . . . . . . . . . . . 34 2 5.88%
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . 38 -- --
Loans, net of unearned discount . . . . . . . . . . . . . . . . . 841 73 8.68%
------ --- ----
Total earning assets . . . . . . . . . . . . . . . . . . . . . . 5,502 321 5.83%
------ --- ----

Cash and due from banks-noninterest bearing . . . . . . . . . . . 819
Allowance for possible loan losses . . . . . . . . . . . . . . . (3)
Premises and equipment, net . . . . . . . . . . . . . . . . . . . 1,343
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 230
-----

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . $7,391
======

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits-interest bearing
NOW accounts . . . . . . . . . . . . . . . . . . . . . . . . . 97 3 3.09%
Savings and money market deposits . . . . . . . . . . . . . . 713 30 4.21%
Certificates of deposit . . . . . . . . . . . . . . . . . . . . 1,735 108 6.22%
------ --- ----
Total interest-bearing deposits . . . . . . . . . . . . . . . 2,545 141 5.54%
------ --- ----

Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . 793 23 2.90%
Term-debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 -- 0.00%
------ --- ----
Total interest-bearing liabilities . . . . . . . . . . . . . . . 3,342 164 4.91%
------ --- ----

Noninterest bearing deposits . . . . . . . . . . . . . . . . . . 427
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . 23
Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . 3,599
------

Total liabilities and shareholders' equity . . . . . . . . . . $7,391
======

Interest income/average earning assets . . . . . . . . . . . . . 5.83%
Interest expense/average interest-bearing liabilities . . . . . . 4.91%
----
Net interest spread . . . . . . . . . . . . . . . . . . . . . . . $157 0.92%
==== ====

Net interest margin(1) . . . . . . . . . . . . . . . . . . . . . 2.85%
====
</TABLE>

- ------------------
(1) Net interest margin represents net interest income as a percent of the
average earning assets for the period.

141
<PAGE> 154

Interest Income. As shown in the table above, the primary source of
interest income was derived from short-term money market investments such as
Federal funds sold and interest bearing deposits with banks. It was
management's intention to invest primarily in high credit quality investments
which were extremely liquid during the initial months of operations until a
stable core deposit base could be established. These types of investments
provide a much lower yield than investments in loans and other investment
products with extended maturities. As such, the overall yield on the average
earning assets for the period ended December 31, 1995 was only 5.83 percent,
providing only a slight net interest spread of 0.92 percent to interest-bearing
liabilities. Management is confident that the overall earning asset yield and
its spread to the rates paid on interest-bearing liabilities will increase
substantially as the deposit base grows and matures and as those funds are
invested more predominantly in higher yielding loan accounts.

Interest Expense. The information provided in the table above
indicates that the vast majority of the interest expense related to
certificates of deposits. As discussed in the "Financial Condition" section
below, Libertyville Bank offered a variety of special deposit account
promotions during its initial months of operations in 1995. The most popular
product for Libertyville Bank's initial depositors was the certificate of
deposit accounts. Accordingly, the bulk of the interest expense was
concentrated in that category. During the initial stages of 1996, Libertyville
Bank has experienced significant deposit growth in all deposit categories,
resulting in a more diverse deposit base.

The Company also incurred approximately $23,000 in interest expense on
debt outstanding which financed the acquisition of Libertyville Bank's two
banking facilities. The rate indicated in the table above is less than the
rate paid because a certain amount of interest expense was capitalized during
the construction of the facilities. Please refer to Footnote 2 of the audited
consolidated financial statements for a detailed description of the terms of
the debt.

Provision for Possible Loan Losses. Management recorded a charge
against earnings of $55,000 for the provision for possible loan losses.
Although the loan portfolio was recently originated and management clearly did
not anticipate any losses on the loans just closed, it was deemed prudent to
provide for an allowance for possible loan losses. Based upon the $55,000
provision and the $10,189,000 of loans outstanding at December 31, 1995, the
allowance for possible loan losses stood at 0.54 percent of loans outstanding.
Management believes that this amount is adequate to cover potential losses in
the portfolio. There can be no assurance that future losses will not exceed
the amounts provided for, thereby affecting future results of operations.
Management will continue to provide for possible loan losses in 1996; however,
the magnitude of future additions to the allowance for possible loan losses are
dependent upon loan growth, the economy, changes in real estate values,
interest rates, the view of regulatory agencies toward adequate reserve levels,
and past due and non-performing loan levels.

Other Noninterest Income. Noninterest income totaled $21,000 for the
period ended 1995. Approximately $14,000 of the noninterest income was
attributable to fees on loans sold. Fees on loans sold relate to income
received by Libertyville Bank for its services of originating and selling
residential real estate loans into the secondary market. The remaining
increase in noninterest income of $7,000 is a result of insignificant
miscellaneous fees collected in the period ended 1995.

142
<PAGE> 155
Noninterest Expense. Noninterest expenses include all expenses other
than interest expense and the provision for possible loan losses. The
following table provides a detailed analysis of the composition of these
expenses for the period ended December 31, 1995 (in thousands):

<TABLE>
<S> <C>
Salaries and employee benefits . . . . . . . . . $ 514
Occupancy expenses . . . . . . . . . . . . . . . 46
Advertising and marketing . . . . . . . . . . . . 127
Depreciation - furniture and equipment . . . . . 27
Stationery and supplies . . . . . . . . . . . . 95
Other noninterest expenses . . . . . . . . . . . 272
------
Total noninterest expenses . . . . . . . . . . $1,081
======
</TABLE>

The following discussion will review changes related to individual components
of noninterest expenses.

Salaries and Employee Benefits. Libertyville began to accumulate
staff in May of 1995 as the company began the process of organizing a bank
holding company and chartering a new bank. A full staffing complement was
achieved by October of 1995, when Libertyville Bank received regulatory
approval and began to operate. At October 1995 and through December 31, 1995,
Libertyville Bank had approximately 20 full-time equivalent employees to
perform all the operations, customer service, lending and administration of the
main banking location and its drive-up banking facility. Approximately
$279,000 of the total salaries and employee benefits expense was incurred
during the startup phase, with the remaining $235,000 of this expense category
incurred subsequent to the opening of Libertyville Bank. Management's
philosophy in staffing Libertyville Bank was to attract the best individuals to
properly establish Libertyville Bank as a dominant customer service oriented
bank in the Libertyville, Illinois market area. As such, the staffing level of
20 full-time equivalent employees and the amount of expense recorded during the
start-up phase were deemed appropriate in order to institute a solid customer
service oriented bank with a strong level of internal controls. Management
also anticipated a reasonably rapid growth rate in its deposit base and
determined that the staffing level would be sufficient to support growth during
the initial six to twelve months of operations.

Occupancy Expenses. Occupancy expenses include those expenses which
relate directly to the operation of the buildings, improvements and property.
The major components of occupancy expense in the period ended 1995 were $18,600
for depreciation of the two buildings and their improvements, $14,800 for
utilities expense such as electricity, gas, water, and sewer charges, and
$12,900 for property taxes. Additionally, Libertyville Bank incurred other
sundry operating expenses related to the occupancy of the buildings of
approximately $11,900. Offsetting these expenses was approximately $12,700 of
rental income collected from tenants of the main bank facility.

Advertising and Marketing. Marketing and advertising expenditures
amounted to approximately $127,000 for the period ended 1995. As a new banking
organization, expenditures on marketing products and advertising were essential
to communicate the concept of opening a new community oriented bank to the
residents of the market area. Libertyville Bank developed many community
oriented deposit and loan products to attract its deposit base during its
initial months of operation and determined that expenditures for marketing
these products was imperative. Management believes the advertising and
marketing expenses were instrumental in achieving the rapid growth in the
deposit base which has resulted during the time period since the inception of
Libertyville Bank and, consequently, were appropriately incurred. Management
anticipates that appropriate but relatively high levels of marketing expenses
will be incurred in 1996 as Libertyville Bank continues to establish its base
of customers.

Depreciation--Furniture and Equipment. The $27,000 of depreciation
expense in this category represents the depreciation on the furniture and
equipment purchased to furnish and equip Libertyville Bank. The depreciation
expense began in October of 1995, the time when the items were placed in
service. This expense category should continue to charge earnings at the same
relative monthly pace because Libertyville Bank was fully furnished upon its
opening.

143
<PAGE> 156

Stationery and Supplies. Stationery and supplies expense totaled
approximately $95,000 for the period ended 1995. As Libertyville Bank was a
new bank in 1995, it had to purchase an entire inventory of stationery and
other administrative supplies. Many of these supplies were used in the initial
months for such things as mailings to customers, office supplies, deposit and
withdrawal tickets for use in the lobbies, as well as many other uses. The
amount expended on supplies in future periods should not approach the
historical level of spending due to the one time expense associated with some
of these initial supply demands.

Other Noninterest Expenses. This category of expenses represents
insurance expense, data processing expense, postage expense, amortization of
organizational costs, audits and examinations expense, and other sundry
expenses. Of the $272,000 recorded in this expense category, approximately
$119,000 was incurred during the start-up phase of the organization, the
remaining amounts were incurred subsequent to the opening of Libertyville Bank.
Of the amounts incurred while Libertyville Bank was operational, approximately
$23,000 related to legal, accounting and other professional fees, $16,000
related to data processing expenses, $10,000 for insurance, and $13,000 for
postage expenses. The remaining expense amounts were disbursed among many
different categories and were not individually significant. Controlling
overhead expenses is a basic philosophy of management and is continually
evaluated to determine whether additional expense savings are possible without
impairing the goal of providing superior customer service.

Income Taxes. Libertyville had no Federal or state income tax expense
for the period ended 1995. Management has established a valuation allowance
against its net deferred tax assets with the result being that no Federal or
state income tax expense or benefit was realized in the financial statements.
Management anticipates that income tax expense or benefit will begin to be
recorded when Libertyville's earnings history and projected future earnings are
sufficient to make a judgment that the realization of the net deferred tax
asset is more likely than not.

FINANCIAL CONDITION

The dynamics of a community bank's balance sheet is generally
dependent upon the ability of management to attract additional deposit accounts
to fund the growth of the institution. This is the current situation at
Libertyville Bank, as it is a new institution which is still diligently
attempting to establish itself as the bank of choice in a significant amount of
households and businesses in the communities it serves. Accordingly, the
discussion of the financial condition of Libertyville Bank will focus first on
the sources of funds received through the liability side of the balance sheet
which is predominantly deposit growth. After it is understood how Libertyville
Bank was funded during the periods under discussion, the latter section of this
"Financial Condition" discussion will focus on the asset categories where
Libertyville invested the funds.

Deposits. Total deposits balances were $26,413,000 at December 31,
1995 and $42,575,000 at March 31, 1996. The deposit growth was a result of
effective marketing of Libertyville Bank's community oriented deposit products,
management and director interaction with the community, and the dedication of
the experienced staff assembled to service a new customer base.

<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
------------------------------- ----------------------------

Percent of Percent of
Balance at Total Deposits Balance at Total Deposits
----------- -------------- ---------- --------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Demand . . . . . . . . . . . . . $ 7,282 17.1% $ 3,728 14.1%
Savings . . . . . . . . . . . . . 6,906 16.2% 4,063 15.4%
NOW . . . . . . . . . . . . . . . 1,441 3.4% 768 2.9%
Money market . . . . . . . . . . 3,046 7.2% 2,572 9.7%
Certificates of Deposit . . . . 23,900 56.1% 15,282 57.9%
------- ------ ------- ------
Total Deposits . . . . . . . . . $42,575 100.0% $26,413 100.0%
======= ====== ======= ======
</TABLE>

144
<PAGE> 157
Deposit growth occurred in all major deposit categories as shown in
the table above; however, certificates of deposit comprised the majority of the
total deposits. Libertyville Bank offered a variety of special deposit account
promotions during its initial months of operations in 1995. Customers who
opened a combination of accounts (generally a combination of an
interest-bearing account and a noninterest bearing account) were afforded
special privileges as "founding" depositors of Libertyville Bank. These
privileges included such rights to receive free safe deposit boxes, favorable
loan deposit rates as compared to the stated market rates, and other selected
perquisites. The most popular product for Libertyville Bank's initial
depositors was the certificate of deposit accounts. Libertyville Bank
continues to aggressively promote its products to the community and attempts to
meld its competitive products with superior customer service. The result
should be continuing growth in all deposit categories throughout 1996.

Reference is made to the average balance/rate table for data regarding
average daily deposits and rates paid thereon for the period ended December 31,
1995. Libertyville Bank has no foreign deposits.

The aggregate amounts of time deposits, in denominations of $100,000
or more, by maturity, as of December 31, 1995 are shown below (in thousands):

<TABLE>
<S> <C>
Three months or less . . . . . . . . . . . . . . . $ 720
Over three through six months . . . . . . . . . . . 0
Over six through twelve months . . . . . . . . . . 1,942
Over twelve months . . . . . . . . . . . . . . . . 1,448
------
Total . . . . . . . . . . . . . . . . . . . . . $4,110
======
</TABLE>

Accrued Interest Payable and Other Liabilities. Accrued interest
payable and other liabilities as of December 31, 1995 were $110,000. The
balance is comprised of $46,000 for accrued interest payable on deposit
accounts and $64,000 related to all other miscellaneous other liabilities, none
of which are individually material.

Notes Payable. Libertyville borrowed $1,770,000 to fund the purchase
of real estate and to cover initial start-up expenses. This debt was paid down
to $1,064,000 by December 31, 1995, primarily with the proceeds received
through the issuance of common shares in a private placement offering. On
January 5, 1996, this debt was further reduced by $703,000. The remaining
outstanding note balance bears interest at nine percent per annum, which is
amortized monthly and matures on July 1, 1999.

Total Assets and Earning Assets. Total assets and earning assets were
$37,479,000 and $31,979,000, respectively, at December 31, 1995. The level of
earning assets as a percentage of total assets was approximately 85 percent of
total assets. Management expects that the ratio of earning assets as a
percentage of total assets will increase during 1996 to a level approaching 88
percent to 89 percent. It is desirable to have a higher level of assets
invested in earning assets; however, due to the disproportionate amount of
building and premises needed to establish the banking locations, the ratio was
lower than Libertyville Bank's peer group during the initial months of
operation. The components of earning assets will be discussed further in the
sections below.

145
<PAGE> 158
Loans. The following table shows the categories of loans at March 31,
1996 and December 31, 1995 (in thousands):

<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
<S> <C> <C>
Residential real estate . . . . . . $ 1,195 179

Commercial . . . . . . . . . . . . 12,101 6,526

Home equity . . . . . . . . . . . . 2,696 751

Consumer . . . . . . . . . . . . . 6,319 2,733
------- -------
Total gross loans . . . . . . 22,311 10,189

Less unearned discount . . . . . . -- --
------- -------
Net loans . . . . . . . . . . $22,311 $10,189
======= =======
</TABLE>

Total loans amounted to $10,189,000 at December 31, 1995. As can be
seen from the table above, significant growth occurred primarily in the
Commercial and Consumer loan categories. It should be noted that management
was cautious in making loans during the initial months of operations until a
stable core deposit base could be established; however, loan product
development and customer relationships evolved during 1995 and into 1996 which
should result in healthy loan growth during Libertyville Bank's first full year
of operation. The following paragraphs will highlight the growth by loan type.

The Commercial loan category includes $2,763,000 of commercial loans
to small-to-medium size businesses that are primarily secured by general
business assets and personal guarantees. These loans have been made to
established companies where the lending officers have had previous relationship
history. This category also includes approximately $1,473,000 of loans secured
by income producing real estate property and approximately $2,290,000 of
investment grade commercial paper. Therefore, this category of commercial
loans is well diversified. The continued growth in this category subsequent to
year end 1995 is a result of the business development activities of
Libertyville Bank's senior officers and the movement of certain commercial loan
accounts to Libertyville Bank based upon prior relationships with Libertyville
Bank's lending officers.

Consumer loans outstanding at December 31, 1995 were $2,733,000.
Approximately $2,110,000 of this balance is related to the purchase of fixed
rate indirect automobile loans. These indirect automobile loans are purchased
from Hinsdale Bank and Trust Company, an affiliated bank, and are loans secured
by new and used automobiles. These credits generally have an original maturity
of 36 to 60 months; however, the average actual maturity is estimated to be
approximately 37 months. The risk associated with this portfolio is
diversified amongst many individual borrowers.

Residential real estate and home equity loans did not comprise a
significant portion of the loan portfolio as of December 31, 1995.

Libertyville has no loans to businesses or governments of foreign
countries.

The following table sets forth maturities as of December 31, 1995, of
certain loan categories (in thousands):

<TABLE>
<CAPTION>
Within From 1 After
one year to 5 years 5 years Total
-------- ---------- ------- -------
<S> <C> <C> <C> <C>
Commercial paper . . . . . . $2,290 $ -- $-- $2,290
Commercial loans . . . . . . 1,847 2,315 74 4,236
------ ------ -- ------
Total commercial . . . . . . $4,137 $2,315 $74 $6,526
====== ====== === ======
</TABLE>

146
<PAGE> 159

Of those loans maturing after one year, $2,389,000 have fixed rates.

Money Market Investments and Investment Securities. Libertyville Bank's
objective in managing its securities portfolio is to balance Libertyville
Bank's liquidity risk, interest rate risk and credit quality such that the
earnings of Libertyville Bank are maximized. As noted in the "Interest Income"
section above, the predominant portion of the funds received from new deposit
accounts was invested in the short-term money market investment categories
during 1995. The following table identifies the financial statement categories
in which Libertyville Bank invested its short-term funds as of March 31, 1996
and December 31, 1995 (in thousands):

<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------- ------------
<S> <C> <C>
Federal funds sold . . . . . . . . . . $11,285 $14,690
Interest bearing deposits with banks . 9,000 6,500

Investment securities . . . . . . . . 4,588 600
------ -------
Total money market investments and
investment securities . . . . . . . $24,873 $21,790
======= =======
</TABLE>

Investment Securities. The carrying value of securities held by
Libertyville at December 31, 1995 (in thousands):

<TABLE>
<S> <C>
Available-for-Sale
Federal Reserve Bank stock . . . . . . . $150
Equity securities . . . . . . . . . . . . 450
----
Total available-for-sale . . . . . . . $600
====
</TABLE>

Libertyville Bank is a member of the Federal Reserve Bank and is
required, as a condition of membership, to own stock based upon the level of
capital and surplus of Libertyville Bank. Accordingly, Libertyville Bank
invested $150,000 in the Federal Reserve Bank. The $450,000 investment in
equity securities represents an investment made by the holding company in North
Shore Community Bancorp, Inc., an affiliated bank holding company.

All of the securities owned by Libertyville were held as
available-for-sale.

Maturities of securities as of December 31, 1995 are as follows (in
thousands):

<TABLE>
<CAPTION>
Within From 1 From 5 to After Equity
1 Year to 5 years 10 years 10 years Securities Total
------ ---------- ---------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Federal Reserve Bank stock . $ -- $ -- $ -- $ -- $150 $150
Equity securities . . . . . . -- -- -- -- 450 450
---- ---- ---- ---- ---- ----
Total . . . . . . . . . . $ -- $ -- $ -- $ -- $600 $600
==== ==== ==== ==== ==== ====
</TABLE>

147
<PAGE> 160
The weighted average yield for each range of maturities of securities is shown
below as of December 31, 1995:

<TABLE>
<CAPTION>
Within From 1 From 5 to After Federal
1 Year to 5 years 10 years 10 years Reserve Bank Total
------ ---------- ---------- -------- ------------ ------
<S> <C> <C> <C> <C> <C> <C>
Federal Reserve Bank stock N/A N/A N/A N/A 6.00% 6.00%
Equity securities . . . . N/A N/A N/A N/A N/A N/A
</TABLE>

Yields on equity securities are not considered meaningful for purposes
of this analysis.

Libertyville did not own any federally tax-advantaged securities
during the periods presented.

There were no securities of any single issuer which had book value in
excess of 10 percent of shareholders' equity at December 31, 1995.

Shareholders' Equity. Libertyville was incorporated on September 26,
1994 and initially capitalized through the issuance of 1,000 no par common
shares at $1 each; 10,000 no par preferred convertible shares at $50 each; and
5,000 no par common stock series A warrants at $5 each. Each series A warrant
entitles the holder to acquire one share of common stock at a purchase price of
$50.

Subsequent to the initial capitalization, Libertyville raised an
additional $10,030,000 through the private placement issuance of 200,689 no par
common shares. During the initial period of operations, Libertyville allocated
$1,000,000 of the initial surplus to undivided profits to cover initial
operating expenditures.

Subsequent to the private placement of the 200,689 shares of common
shares, the shareholders approved the Libertyville Bancorp, Inc. 1995
Recapitalization Plan ("Plan") which provided for the exchange of the 10,000
existing shares of preferred convertible stock for new preferred shares and
common stock warrants. Under the Plan, the existing preferred shareholders
received 2.4 shares of new Series B Preferred stock and two Series B Common
Stock Warrants for each share of existing preferred shares held. As such,
subsequent to the Plan, 24,000 Series B Preferred Shares and 20,000 Series B
Common Stock Warrants are outstanding.

The Series B Common Stock Warrants have a ten year life. Each warrant
entitles the holder to purchase one share of the Common Stock at a purchase
price of $40 per share.

The Series B Preferred Stock is non-voting and will not pay dividends
for a period of at least ten years from issuance and thereafter, dividends, if
any, will not be cumulative. Each share of Series B Preferred Stock is
convertible into one share of Common Stock.

The following table presents certain ratios relating to Libertyville's
equity at March 31, 1996 and December 31, 1995:

<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
<S> <C> <C>
Ending equity-to-asset ratio . . . . . 17.9% 25.5%

Ending leverage ratio . . . . . . . . . 17.7% 25.3%

Ending tier 1 risk-based capital ratio 28.6% 52.6%

Ending total risk-based capital ratio . 29.0% 52.9%

Dividend payout ratio . . . . . . . . . -- --
</TABLE>

148
<PAGE> 161

The leverage ratios, tier 1 risk-based capital ratios and total
capital ratios all exceed the "well capitalized" levels established by
regulatory agencies of five percent, six percent and 10 percent, respectively.
The capital ratios declined between December 31, 1995 and March 31, 1996 due to
the substantial asset growth during the period. As a de novo banking
institution, Libertyville's subsidiary bank is required to maintain a leverage
ratio in excess of nine percent during its first three years of operation. In
order to fulfill its obligation under the nine percent limit, Libertyville
raised sufficient capital at the holding company level to support the
anticipated asset growth of Libertyville Bank during its initial 12 to 24
months of operations. After that period, if asset growth requires additional
capital at Libertyville Bank level, Libertyville will consider capitalizing
Libertyville Bank with additional funding from the holding company which would
be raised in the form of debt or additional capital offerings.

Management is not aware of any known trends, events, regulatory
recommendations or uncertainties that will have any adverse effect on
Libertyville's capital resources or operations.

ASSET-LIABILITY MANAGEMENT

As a continuing part of its financial strategy, Libertyville attempts
to manage the impact of fluctuations in market interest rates on its net
interest income. This effort entails providing a reasonable balance between
interest rate risk, credit risk, liquidity risk and maintenance of yield.
Asset-liability management policies are established and monitored by management
in conjunction with the Board of Directors. The policy is implemented by the
Bank's asset-liability management committee which meets at least quarterly and
is comprised of senior officers and directors of the Bank appointed annually to
the committee.

149
<PAGE> 162

The following table illustrates Libertyville's estimated interest rate
sensitivity and periodic and cumulative gap positions as calculated as of March
31, 1996. Although actual maturity and repricings may occur differently for
regular and passbook savings and NOW accounts, these accounts are treated as
though they are subject to immediate withdrawal and are presented in the
earliest period presented. An institution with more assets repricing than
liabilities over a given timeframe is considered asset sensitive and will
generally benefit from rising rates.

<TABLE>
<CAPTION>
0-90 91-365 1-5 Over 5
Days Days Years Years Total
---- ------ ----- ------ -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
ASSETS:
Loans . . . . . . . . . . . . . . . . $ 7,867 $ 3,279 $ 7,156 $ 4,009 $22,311
Taxable Investments . . . . . . . . . 3,988 -- 150 -- 4,138
Interest Bearing Bank Deposits . . . 9,000 -- -- -- 9,000
Fed. Funds Sold . . . . . . . . . . 11,285 -- -- -- 11,285
Equity Securities . . . . . . . . . . -- -- 450 -- 450
Other . . . . . . . . . . . . . . . . -- -- -- 5,358 5,358
------- ------- ------- ------- -------
Total Assets . . . . . . . . . . . $32,140 $ 3,279 $ 7,756 $ 9,367 $52,542
======= ======= ======= ======= =======

LIABILITIES:
NOW . . . . . . . . . . . . . . . . . $ 1,441 $ -- $ -- $ -- $ 1,441
Savings & Money Market . . . . . . . 9,952 -- -- -- 9,952
Time Deposits . . . . . . . . . . . . 4,583 12,141 7,176 -- 23,900
Short Term Borrowings . . . . . . . . 71 -- -- -- 71
Term Debt . . . . . . . . . . . . . . 361 -- -- -- 361
Other . . . . . . . . . . . . . . . . -- -- -- 16,817 16,817
------- ------- ------- ------- -------
Total Liabilities . . . . . . . . $16,408 $12,141 $ 7,176 $16,817 $52,542
======= ======= ======= ======= =======

Rate Sensitive Assets (RSA) . . . . . . $32,140 $35,419 $43,175 $52,542 $52,542

Rate Sensitive Liabilities (RSL) . . . $16,408 $28,549 $35,725 $52,542 $52,542

Cumulative Gap . . . . . . . . . . . . $15,732 $ 6,870 $ 7,450

RSA/RSL . . . . . . . . . . . . . . . . 1.96 1.24 1.21
RSA/ASSETS . . . . . . . . . . . . . . 0.61 0.67 0.82
RSL/ASSETS . . . . . . . . . . . . . . 0.31 0.54 0.68

GAP/ASSETS . . . . . . . . . . . . . . 29.94% 13.08% 14.18%

GAP/RSA . . . . . . . . . . . . . . . . 48.95% 19.40% 17.26%

</TABLE>

While the gap position illustrated above is a useful tool that
management can assess for general positioning of the Bank's balance sheet,
management uses an additional measurement tool to determine if the Bank is
positioned properly. This additional evaluation method determines exposure to
changes in interest rates by measuring the percentage change in net income over
a two-year time horizon due to changes in rates. Management measures such
percentage change assuming an instantaneous permanent parallel shift in the
yield curve of 200 basis points, both upward and downward. Utilizing this
measurement concept, the interest rate risk of Libertyville, expressed as a
percentage change in net income over a two-year time horizon due to changes in
interest rates, at March 31, 1996, is as follows:

150
<PAGE> 163

LIQUIDITY

At the Bank Level. Liquidity management involves planning to meet
anticipated funding needs at a reasonable cost. Liquidity management is guided
by policies formulated and monitored by Libertyville Bank's Asset/Liability
Committee, which take into account the marketability of assets, the sources and
stability of funding and the level of unfunded commitments.

"Liquid assets" refers to money market assets such as Federal funds
sold and interest bearing deposits with banks, as well as available-for-sale
debt securities and held-to-maturity securities with a remaining maturity less
than one year. Net liquid assets represent the sum of the liquid asset
categories less the amount of assets pledged to secure public funds. At
December 31, 1995, net liquid assets totaled approximately $xx million. Thus,
Libertyville Bank has substantial short-term balance sheet liquidity.

Long-term liquidity needs are provided by a large core deposit base,
which is the most stable source of liquidity a community bank can have, due to
the long-term relationships established with the depositors and the security of
deposit insurance provided by the Federal Deposit Insurance Corporation. At
December 31, 1995, 64 percent of total assets were funded by core deposits with
balances less than $100,000, while the remaining assets were funded by other
funding sources such as core deposits with balances in excess of $100,000,
public funds, purchased funds, and the capital of Libertyville Bank.

Libertyville Bank may in the future accept deposits from a variety of
municipal entities. Typically, municipal entities require that banks pledge
marketable securities to collateralize the public deposits. At December 31,
1995, Libertyville Bank did not have any public deposits; however, if received
in the future, public deposits would not be considered core deposits and the
assets that are pledged as collateral for these deposits would not deemed to be
liquid assets.

At the Holding Company Level. Libertyville's principal funds are
dividends from Libertyville Bank, and if necessary, borrowings or additional
equity offerings. Banking laws place restrictions upon the amount of dividends
which can be paid to Libertyville by Libertyville Bank. Based on these laws,
Libertyville Bank is not permitted to pay dividends until such time as any
previous operating losses have been recovered through earnings. As such, no
cash dividends were paid to Libertyville by the subsidiary during the period
ended December 31, 1995.

Also, Libertyville Bank is required to maintain a nine percent capital
to asset ratio for three years, as a de novo Bank, and is not allowed to pay
dividends during this de novo time period without prior approval of the banking
regulators. This three-year period ends as of October 1998.

Subsequent to the three year de novo period, Libertyville Bank could,
subject to minimum capital requirements, declare dividends to Libertyville
without obtaining regulatory approval, in an amount not exceeding (i) undivided
profits, and (ii) the amount of net income reduced by dividends paid for the
current and prior two years.

As of March 31, 1996 and December 31, 1995, Libertyville Bank was not
allowed to pay dividends based upon the above mentioned restrictions.

151
<PAGE> 164
Nonaccrual Past Due and Restructured Loans. Libertyville had no
nonaccrual loans or loans past due 90 days or more at March 31, 1996 or
December 31, 1995.

Potential Problem Loans. Management has not identified any loans in
the portfolio through its problem loan identification system which exhibit a
higher than normal credit risk. The lack of problem loans was expected by
management because all loans have been outstanding less than three months (the
time period Libertyville Bank has been open).

Management continually reviews the total loan portfolio to identify
loans where there may be a concern that the borrower will not be able to
continue to satisfy present loan repayment terms. Factors that management
analyzes to determine whether a loan could be a problem loan include: current
economic conditions, loans such as those past maturity more than 45 days,
borrowers that have recent adverse operating cash flow or balance sheet trends,
or have general risk characteristics that the loan officer feels might
jeopardize the future timely collection of principal and interest payments.
Loans in this category generally include loans that were classified for
regulatory purposes. At December 31, 1995, there were no significant loans
which were classified by any bank regulatory agency. At December 31, 1995,
Libertyville Bank was not a lender for any highly-leveraged transactions.

Loan Concentrations. Loan concentrations are considered to exist when
there are amounts loaned to a multiple number of borrowers engaged in similar
activities which would cause them to be similarly impacted by economic or other
conditions. At December 31, 1995, Libertyville Bank had no concentrations of
loans exceeding 10 percent of total loans.

Other Real Estate Owned. In addition to the risk elements identified
above, Other Real Estate Owned would provide insight into the historical
quality of the loan portfolio. Libertyville Bank has had no Other Real Estate
Owned during any of the reporting periods.

<TABLE>
<CAPTION>
Three Months Period Ended
Ended March 31, December 31,
1996 1995
--------------- ------------
<S> <C> <C>
Balance at beginning of period . . . . . . . . . $ 55,000 $ --
Total loans charged-off . . . . . . . . . . . . -- --
Total recoveries on loans previously charged-off -- --
Add: Provision for possible loan losses . . . . 75,000 55,000
----------- --------
Balance at end of period . . . . . . . . . . . . $ 130,000 $ 55,000
=========== ========

Average loans outstanding . . . . . . . . . . . $15,536,000 $841,000
=========== ========
</TABLE>

Libertyville has not allocated the allowance for possible loan losses
by specific category due to the start-up nature of Libertyville Bank.
Libertyville will allocate the allowance for possible loan losses to specific
loan categories when the portfolio characteristics begin to develop so that
meaningful allocations can be determined. However, management believes that
the loan portfolio is well diversified and well secured, without undue
concentration in any specific risk area. Control of the loan quality is
continually monitored by management and is reviewed by the Board of Directors
and its Credit Committee on a monthly basis. Independent external review of
the loan portfolio is provided by the examinations conducted by regulatory
authorities, independent public accountants in conjunction with their annual
audit, and an independent loan review performed by an entity engaged by the
Board of Directors. The amount of additions to the allowance for possible loan
losses which are charged to earnings through the provision for possible loan
losses are determined based on a variety of factors, including

152
<PAGE> 165
actual charge-offs during the year, historical loss experience, delinquent
loans, and an evaluation of current and prospective economic conditions in the
market area. Management believes the allowance for possible loan losses is
adequate to cover any potential losses.

153
<PAGE> 166

MATTERS OF GENERAL APPLICABILITY TO BANKS

COMPETITION

North Shore, Lake Forest, Hinsdale and Libertyville (collectively, the
"Holding Companies") compete in the commercial banking industry through their
subsidiaries, North Shore Bank, Lake Forest Bank, Hinsdale Bank and
Libertyville Bank, respectively. The commercial banking industry is highly
competitive, and the Banks face strong direct competition for deposits, loans,
and other financial-related services. The Banks compete directly in Cook,
DuPage and Lake counties with other commercial banks, thrifts, credit unions,
stockbrokers, and the finance divisions of automobile companies. Some of these
competitors are local, while others are statewide or nationwide. The Banks
have developed a community banking and marketing strategy. In keeping with
this strategy, the Banks provide highly personalized and responsive service
unique to locally-owned and managed institutions. As such, the Banks compete
for deposits principally by offering depositors a variety of deposit programs,
convenient office locations, hours and other services, and for loan
originations primarily through the interest rates and loan fees they charge,
the efficiency and quality of services they provide to borrowers and the
variety of their loan products. Some of the financial institutions and
financial services organizations with which the Banks compete are not subject
to the same degree of regulation as that imposed on bank holding companies and
Illinois banking corporations. In addition, the larger banking organizations
have significantly greater resources than those that will be available to the
Banks. As a result, such competitors have advantages over the Banks in
providing certain non-deposit services. Currently, major competitors in
certain of the Banks' markets include banking subsidiaries of Harris Bankcorp,
Inc., Northern Trust Corporation, and First Chicago/NBD Corp. For a
description of the competition relating to Crabtree Capital Corporation, see
"Competition" under "CRABTREE CAPITAL CORPORATION."

LITIGATION

The Holding Companies and their subsidiaries from time to time are
subject to pending and threatened legal action and proceedings arising in the
normal course of business. Since the Banks act as depositories of funds, they
are named as defendants in various lawsuits (such as garnishment proceedings)
involving claims to the ownership of funds in particular accounts. All such
litigation is incidental to each Bank's business. After reviewing these
actions and all other pending or threatened actions and proceedings with
counsel, based upon information currently available to management, management
of each of the Companies has informed Wintrust that it believes the outcome of
such actions or proceedings will not have a material adverse effect on the
operations or financial condition of such Company or its subsidiary(ies).

SUPERVISION AND REGULATION

Bank holding companies and banks are extensively regulated under
federal and state law. References under this heading to applicable statutes or
regulations are brief summaries of portions thereof which do not purport to be
complete and which are qualified in their entirety by reference to those
statutes and regulations. Any change in applicable laws or regulations may
have a material adverse effect on the business of commercial banks and bank
holding companies, including the Holding Companies and the Banks. However,
management is not aware of any current recommendations by any regulatory
authority which, if implemented, would have or would be reasonably likely to
have a material effect on liquidity, capital resources, or operations of the
Holding Companies or the Banks.

BANK HOLDING COMPANY REGULATION

The Holding Companies are registered as "bank holding companies" with
the Federal Reserve and, accordingly, are subject to supervision by the Federal
Reserve under the BHC Act (the BHC Act and the regulations issued thereunder,
are collectively the "BHC Act"). The Holding Companies are required to file
with the Federal Reserve periodic reports and such additional information as
the Federal Reserve may require pursuant to the BHC Act. The Federal Reserve
examines the Holding Companies and may examine the Banks.

154
<PAGE> 167

The BHC Act requires prior Federal Reserve approval for, among other
things, the acquisition by a bank holding company of direct or indirect
ownership or control of more than five percent of the voting shares or
substantially all the assets of any bank or bank holding company, or for a
merger or consolidation of a bank holding company with another bank holding
company. With certain exceptions, the BHC Act prohibits a bank holding company
from acquiring direct or indirect ownership or control of voting shares of any
company which is not a bank or bank holding company and from engaging directly
or indirectly in any activity other than banking or managing or controlling
banks or performing services for its authorized subsidiaries. A bank holding
company may, however, engage in or acquire an interest in a company that
engages in activities which the Federal Reserve has determined, by regulation
or order, to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto, such as owning and operating the premium
finance business conducted by Crabtree. Under the BHC Act and Federal Reserve
regulations, the Holding Companies and the Banks are prohibited from engaging
in certain tie-in arrangements in connection with an extension of credit,
lease, sale of property, or furnishing of services.

Any person, including associates and affiliates of and groups acting
in concert with such person, who purchases or subscribes for five percent or
more of the Holding Companies' Common Stock may be required to obtain prior
approval of the Illinois Commissioner and the Federal Reserve. Under the
Illinois Banking Act, any person who thereafter acquires stock of the Holding
Companies such that its interest exceeds 10 percent of the Holding Companies,
may be required to obtain the prior approval of the Illinois Commissioner and
under the Change in Bank Control Act, a person may be required to obtain the
prior regulatory approval of the FDIC and the Federal Reserve before acquiring
the power to directly or indirectly direct the management, operations or
policies of the Holding Companies or the Banks or before acquiring control of
25 percent or more of any class of the Holding Companies' or Banks' outstanding
voting stock. In addition, any corporation, partnership, trust or organized
group that acquires a controlling interest in the Holding Companies or the
Banks may have to obtain approval of the Federal Reserve to become a bank
holding company and thereafter be subject to regulation as such.

It is the policy of the Federal Reserve that the Holding Companies are
expected to act as a source of financial strength to the Banks and to commit
resources to support the Banks. The Federal Reserve takes the position that in
implementing this policy, it may require the Holding Companies to provide such
support when the Holding Companies otherwise would not consider themselves able
to do so.

The Federal Reserve has adopted risk-based capital requirements for
assessing bank holding company capital adequacy. These standards revised the
definition of capital and established minimum capital standards in relation to
assets and off-balance sheet exposures, as adjusted for credit risks. The
Federal Reserve's risk-based guidelines apply on a consolidated basis for bank
holding companies with consolidated assets of $150 million or more and on a
"bank-only" basis for bank holding companies with consolidated assets of less
than $150 million, subject to certain terms and conditions. Under the Federal
Reserve's risk-based guidelines, capital is classified into two categories.
For bank holding companies, Tier I or "core" capital consists of common
shareholders' equity, perpetual preferred stock (subject to certain
limitations) and minority interests in the common equity accounts of
consolidated subsidiaries, and is reduced by goodwill, certain other intangible
assets and certain investments in other corporations ("Tier I Capital"). Tier
2 capital consists of the allowance for loan and lease losses (subject to
certain conditions and limitations), perpetual preferred stock, "hybrid capital
instruments," perpetual debt and mandatory convertible debt securities, and
term subordinated debt and intermediate-term preferred stock.

Under the Federal Reserve's capital guidelines, bank holding companies
are required to maintain a minimum ratio of qualifying capital to risk-weighted
assets of eight percent, of which at least four percent must be in the form of
Tier I Capital. The Federal Reserve also requires a minimum leverage ratio of
Tier I Capital to total assets of three percent, except that bank holding
companies not rated in the highest category under the regulatory rating system
are required to maintain a leverage ratio of one percent to two percent above
such minimum. The three percent Tier I Capital to total assets ratio
constitutes the minimum leverage standard for bank holding companies, and will
be used in conjunction with the risk-based ratio in determining the overall
capital adequacy of banking organizations. In addition, the Federal Reserve
continues to consider the Tier I leverage ratio in evaluating proposals for
expansion or new activities.

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In its capital adequacy guidelines, the Federal Reserve emphasizes
that the foregoing standards are supervisory minimums and that banking
organizations generally are expected to operate well above the minimum ratios.
These guidelines also provide that banking organizations experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum levels.

As of March 31, 1996, on a pro forma combined basis, the Holding
Companies had regulatory capital in excess of the Federal Reserve's minimum
requirements. On a pro forma combined basis, Wintrust would have had a total
risk-based capital ratio of 11.3 percent and a leverage ratio of 7.8 percent
as of March 31, 1996.

In August, 1995, the Federal Reserve, the FDIC and other federal
banking agencies published a final rule modifying their existing risk-based
capital standards to provide for consideration of interest rate risk when
assessing the capital adequacy of a bank. Under the final rule, the Federal
Reserve and the FDIC must explicitly include a bank's exposure to declines in
the economic value of its capital due to changes in interest rates as a factor
in evaluating a bank's capital adequacy. The Federal Reserve, the FDIC and
other federal banking agencies also published a joint policy statement for
public comment that describes the process the banking agencies will use to
measure and assess the exposure of a bank's net economic value to change in
interest rates. Under the policy, the federal regulators will consider results
of supervisory and internal interest rate risk models as one factor in
evaluating capital adequacy. At a future date the Federal Reserve, the FDIC
and other federal regulators intend to incorporate explicit minimum
requirements for interest rate risk in their respective risk-based capital
standards through the use of the model developed from the policy statement and
proposed rules.

BANK REGULATION

Under Illinois law, the Banks are subject to supervision and
examination by the Illinois Commissioner. As affiliates of the Banks, the
Holding Companies are also subject to examination by the Illinois Commissioner.

The deposits of the Banks are insured by the Bank Insurance Fund under
the provisions of the Federal Deposit Insurance Act (the "FDIA") and the Banks
are, therefore, also subject to supervision and examination by the FDIC. The
FDIA requires that the appropriate federal regulatory authority (the FDIC in
the case of the Banks) approve any merger and/or consolidation by or with an
insured bank, as well as the establishment or relocation of any bank or branch
office. The FDIC also supervises compliance with the provisions of federal law
and regulations which place restrictions on loans by FDIC-insured banks to
their directors, executive officers and other controlling persons.

Furthermore, banks are affected by the credit policies of other
monetary authorities, including the Federal Reserve, which regulate the
national supply of bank credit. Such regulation influences overall growth of
bank loans, investments, and deposits and may also affect interest rates
charged on loans and paid on deposits. The monetary policies of the Federal
Reserve have had a significant effect on the operating results of commercial
banks in the past and are expected to continue to do so in the future.

All banks located in Illinois have traditionally been restricted as to
the number and geographic location of branches which they may establish. The
Illinois Banking Act was amended in June, 1993, however, to eliminate such
branching restrictions. Accordingly, banks located in Illinois are now
permitted to establish branches anywhere in Illinois without regard to the
location of other banks' main offices or the number of branches previously
maintained by the bank establishing the branch.

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RECENT REGULATORY EXAMS

The following table describes the most recent regulatory examinations,
listed by type, for North Shore, Lake Forest, Hinsdale and Libertyville:

<TABLE>
<CAPTION>
Examining Date of Most
Regulatory Recent
Company Agency Examination Type of Examination
------- ----------- ------------ -------------------
<S> <C> <C> <C>
North Shore Federal Reserve Bank March, 1995 Safety and Soundness
Federal Reserve Bank August, 1995 Consumer Affairs and Community
Reinvestment Act
Illinois Commissioner October, 1995 Safety and Soundness

Lake Forest Federal Reserve Bank September, 1995 Safety and Soundness
Federal Reserve Bank July, 1995 Consumer Affairs and Community
Reinvestment Act
Federal Reserve Bank December, 1995 Trust Department
Illinois Commissioner October, 1995 Safety and Soundness
Illinois Commissioner June, 1995 Trust Department

Hinsdale Federal Reserve Bank September, 1994 Safety and Soundness
Federal Reserve Bank April, 1995 Consumer Affairs and Community
Reinvestment Act
Illinois Commissioner January, 1996 Safety and Soundness

Libertyville Federal Reserve Bank March, 1996 Safety and Soundness
Illinois Commissioner November, 1995 Safety and Soundness
</TABLE>

While the examination reports relating to the exams listed above contained
certain recommendations by the regulatory agencies for management and the Board
of Directors to consider, such recommendations by regulatory agencies are
typical and are not necessarily indicative of any systemic problems. The
results of the examinations listed above did not contain any material adverse
findings by the respective regulatory agencies.

FINANCIAL INSTITUTION REGULATION GENERALLY

Transactions with Affiliates. Transactions between a bank and its
holding company or other affiliates are subject to various restrictions imposed
by state and federal regulatory agencies. Such transactions include loans and
other extensions of credit, purchases of securities and other assets, and
payments of fees or other distributions. In general, these restrictions limit
the amount of transactions between an institution and an affiliate of such
institution, as well as the aggregate amount of transactions between an
institution and all of its affiliates, and require transactions with affiliates
to be on terms comparable to those for transactions with unaffiliated entities.

Dividend Limitations. Federal and state statutes and regulations
impose restrictions on the payment of dividends by the Holding Companies and
the Banks.

Federal Reserve policy provides that a bank holding company should not
pay dividends unless (i) the bank holding company's net income over the prior
year is sufficient to fully fund the dividends and (ii) the prospective

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rate of earnings retention appears consistent with the capital needs, asset
quality and overall financial condition of the bank holding company and its
subsidiaries.

In addition, Illinois law places certain limitations on the ability of
the Holding Companies to pay dividends. For example, the Holding Companies may
not pay dividends to its shareholders if, after giving effect to the dividend,
the Holding Companies would not be able to pay their debts as they become due.
Since a major source of the Holding Companies' revenue is dividends the Holding
Companies receive and expect to receive from the Banks, the Holding Companies'
ability to pay dividends is likely to be dependent on the amount of dividends
paid by the Banks. No assurance can be given that the Banks will, in any
circumstances, pay dividends on their stock. As Illinois state-chartered
banks, none of the Banks may pay dividends in an amount greater than its
current net profits after deducting losses and bad debts out of undivided
profits provided that its surplus equals or exceeds its capital. For the
purpose of determining the amount of dividends that an Illinois bank may pay,
bad debts are defined as debts upon which interest is past due and unpaid for a
period of six months or more unless such debts are well-secured and in the
process of collection.

Financial Management Requirements. On December 19, 1991, the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted
into law. Among other things, FDICIA requires federal banking regulators to
adopt safety and soundness standards for depository institutions and their
holding companies on matters such as internal controls, loan documentation,
credit underwriting, interest rate risk exposure, asset growth, and
compensation and other benefits, as well as standards specifying maximum
classified assets to capital ratios, minimum earnings sufficient to absorb
losses without impairing capital, and to the extent feasible, a minimum ratio
of market value to book value for publicly traded shares of depository
institutions and holding companies. FDICIA also requires depository
institutions to be examined annually by the banking regulators, and those
depository institutions having $500 million or more in total assets are
required to have an annual independent audit of financial statements performed
by independent public accountants, to establish an independent audit committee
comprised solely of outside directors, and to file annual management reports
with banking regulators which include an assessment of the effectiveness of the
institution's internal control structure and procedures and compliance with
laws and regulations relating to safety and soundness.

A range of other provisions in FDICIA include requirements applicable
to closure of branches; additional disclosures to depositors with respect to
terms and interest rates applicable to deposit accounts; uniform regulations
for extensions of credit secured by real estate; restrictions on activities of
and investments by state-chartered banks; modification of accounting standards
to conform to generally accepted accounting principles including the reporting
of off-balance sheet items and supplemental disclosure of estimated fair market
value of assets and liabilities in financial statements filed with the banking
regulators; increased penalties in making or failing to file assessment reports
with the FDIC; greater restrictions on extensions of credit to directors,
officers and principal shareholders; and increased reporting requirements on
agricultural loans and loans to small businesses.

Prompt Corrective Action. FDICIA requires the federal banking
regulators, including the Federal Reserve and the FDIC, to take prompt
corrective action with respect to depository institutions that fall below
certain capital standards and prohibits any depository institution from making
any capital distribution that would cause it to be undercapitalized.
Institutions that are not adequately capitalized may be subject to a variety of
supervisory actions including, but not limited to, restrictions on growth,
investment activities, capital distributions and affiliate transactions and
will be required to submit a capital restoration plan which, to be accepted by
the regulators, must be guaranteed in part by any company having control of the
institution (such as the Company). Only well-capitalized institutions and
adequately capitalized institutions receiving a waiver from the FDIC are
permitted to accept brokered deposits, and only those institutions eligible to
accept brokered deposits may provide pass-through deposit insurance for
participants in employee benefit plans. In other respects, FDICIA provides for
enhanced supervisory authority, including greater authority for the appointment
of a conservator or receiver for under-capitalized institutions.

As of the date of this Joint Proxy Statement/Prospectus, not all the
regulations necessary to implement FDICIA have been adopted by the applicable
federal regulators. The precise terms and timing of the final

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regulations cannot be predicted by the Holding Companies and the Banks;
therefore, the Holding Companies and the Banks are unable to determine the
effect such regulations will have on their respective financial conditions and
operations.

Insurance of Deposit Accounts. Under FDICIA, as an FDIC-insured
institution, each of the Banks is required to pay deposit insurance premiums
based on the risk it poses to the insurance fund. The FDIC recently amended
the risk-based assessment system and on December 11, 1995, adopted a new
assessment rate schedule for BIF insured deposits. The new assessment rate
schedule, effective with respect to the semiannual premium assessment beginning
January 1, 1996, provides for an assessment range of zero to .27 percent
(subject to a $2,000 minimum) of deposits depending on capital and supervisory
factors. Each depository institution is assigned to one of three capital
groups: "well capitalized," "adequately capitalized" or "less than adequately
capitalized." Within each capital group, institutions are assigned to one of
three supervisory subgroups: "healthy," "supervisory concern" or "substantial
supervisory concern." Accordingly, there are nine combinations of capital
groups and supervisory subgroups to which varying assessment rates would be
applicable. An institution's assessment rate depends on the capital category
and supervisory category to which it is assigned.

During the first six months of 1996, the Banks were assessed at an
average rate of the statutory minimum of $2,000. Deposit insurance may be
terminated by the FDIC upon a finding that an institution has engaged in unsafe
or unsound practices, is in an unsafe or unsound condition to continue
operations or has violated any applicable law, regulation, rule, order or
condition imposed by the FDIC. The management of each of the Banks does not
know any practice, condition or violation that might lead to termination of
deposit insurance.

Legislative proposals to combine the Savings Association Insurance
Fund and the BIF pending in Congress as of the date of this Joint Proxy
Statement/Prospectus, however, could further alter the FDIC's proposed
insurance assessment schedule. The effect of such legislative proposals cannot
be accurately predicted at this time.

Federal Reserve System. The Banks are subject to Federal Reserve
regulations requiring depository institutions to maintain noninterest-earning
reserves against their transaction accounts (primarily NOW and regular checking
accounts). The Federal Reserve regulations generally require three percent
reserves on the first $51.9 million of transaction accounts and $1.6 million
plus ten percent on the remainder. The first $4.0 million of otherwise
reservable balances (subject to adjustments by the Federal Reserve) are
exempted from the reserve requirements. The Banks are in compliance with the
foregoing requirements.

Community Reinvestment. Under the Community Reinvestment Act ("CRA"),
a financial institution has a continuing and affirmative obligation, consistent
with the safe and sound operation of such institution, to help meet the credit
needs of its entire community, including low- and moderate-income
neighborhoods. The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institution's
discretion to develop the types of products and services that it believes are
best suited to its particular community, consistent with the CRA. The CRA
requires each federal banking agency, in connection with its examination of a
financial institution, to assess and assign one of four ratings to the
institution's record of meeting the credit needs of its community and to take
such record into account in its evaluation of certain applications by the
institution, including applications for charters, branches and other deposit
facilities, relocations, mergers, consolidations, acquisitions of assets or
assumptions of liabilities, and savings and loan holding company acquisitions.
The CRA also requires that all institutions make public disclosure of their CRA
ratings. Each of the Banks received "satisfactory" ratings from the FDIC on
their most recent CRA performance evaluations.

Brokered Deposits. Well-capitalized institutions are not subject to
limitations on brokered deposits, while an adequately capitalized institution
is able to accept, renew or rollover brokered deposits only with a waiver from
the FDIC and subject to certain restrictions on the yield paid on such
deposits. Undercapitalized institutions are not permitted to accept brokered
deposits. None of the Banks currently intends to seek brokered deposits,
although they are eligible under the statutory standard to do so.

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Enforcement Actions. Federal and state statutes and regulations
provide financial institution regulatory agencies with great flexibility to
undertake enforcement action against an institution that fails to comply with
regulatory requirements, particularly capital requirements. Possible
enforcement actions range from the imposition of a capital plan and capital
directive to receivership, conservatorship or the termination of deposit
insurance.

Interstate Banking and Branching Legislation. On September 29, 1994,
the Riegle-Neal Interstate Banking and Efficiency Act of 1994 (the "Interstate
Banking Act") was enacted. Under the Interstate Banking Act, adequately
capitalized and adequately managed bank holding companies will be allowed to
acquire banks across state lines subject to certain limitations. In addition,
under the Interstate Banking Act, beginning on June 1, 1997, banks will be
permitted to merge with one another across state lines and thereby create a
main bank with branches in separate states. After establishing branches in a
state through an interstate merger transaction, a Bank could establish and
acquire additional branches at any location in the state where any bank
involved in the interstate merger could have established or acquired branches
under applicable federal and state law.

Under the Interstate Banking Act, states may adopt legislation
permitting interstate mergers before June 1, 1997. Alternatively, states may
adopt legislation before June 1, 1997, subject to certain conditions, opting
out of interstate branching. Illinois adopted legislation, effective September
29, 1995, permitting interstate mergers beginning on June 1, 1997. It is
anticipated that this interstate merger and branching ability will increase
competition and further consolidate the financial institutions industry.

MONETARY POLICY AND ECONOMIC CONDITIONS

The earnings of banks and bank holding companies are affected by
general economic conditions and also by the fiscal and monetary policies of
federal regulatory agencies, including the Federal Reserve. Through open
market transactions, variations in the discount rate and the establishment of
reserve requirements, the Federal Reserve exerts considerable influence over
the cost and availability of funds obtainable for lending or investing.

The above monetary and fiscal policies and resulting changes in
interest rates have affected the operating results of all commercial banks in
the past and are expected to do so in the future. The Holding Companies cannot
fully predict the nature or the extent of any effects which fiscal or monetary
policies may have on their business and earnings.

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CRABTREE CAPITAL CORPORATION

BUSINESS

GENERAL

Crabtree is a financial services holding company currently engaged
primarily in the business of financing the payment of insurance premiums
through its majority-owned subsidiary, First Premium. Crabtree currently has
no other operating subsidiaries but does have some residual business from
former subsidiaries which have either been liquidated or sold. This
non-operating business involves primarily the run-off of a small amount of
lease receivables and the settlement of certain litigation and contingency
issues incurred by a former insurance holding company's subsidiary.

Crabtree was organized on September 10, 1979. In 1985, Crabtree
purchased a property and casualty insurance company, Addison Farmers' Insurance
Company. Crabtree subsequently purchased a controlling interest in a credit
life insurance holding company, Credit Life, and organized four new companies,
Spring Financial Services, Inc., a commercial finance company; Prospect Leasing
Company, a leasing company ("Prospect"); and two insurance premium finance
companies, First Premium and Crabtree Premium Finance Company.

Crabtree subsequently sold Addison Farmers' Insurance Company in 1990,
Spring Financial Services, Inc. in 1991, and Crabtree Premium Finance Company
in 1992. In 1992, Prospect sold approximately 90 percent of its leasing
portfolio. Most of Prospect's income since 1992 has come from its retained
lease portfolio. In 1995, Crabtree became the sole shareholder in Credit Life
as a result of a transaction in which Credit Life repurchased all of its common
stock held by the minority shareholders. Prior to the Reorganization, Prospect
will merge with and into Crabtree, and Credit Life will merge with and into
First Premium, so that Crabtree will at the Effective Time of the
Reorganization have one subsidiary. First Premium will continue to have 2
subsidiaries.

Credit Life is currently inactive with certain outstanding contingent
matters. None of these matters is material except one lawsuit which Credit
Life has pending against a former agent pursuant to which Credit Life is
attempting to recover approximately $4 million of losses incurred by a
subsidiary as a result of an unauthorized transaction.

Credit Life also had tax net operating loss carryforwards of
approximately $10.1 million as of December 31, 1995. As the result of the
merger of Credit Life with First Premium effective June 26, 1996, certain of
these tax loss carryforwards may be utilized by First Premium in the future.

FIRST PREMIUM

First Premium is a financial services company engaged in the business
of financing the payment of insurance premiums. First Premium offers financing
of approximately 80 percent of an insurance premium to individuals and
commercial purchasers of property and casualty and liability insurance who wish
to pay their insurance premiums on an installment basis. Financing by First
Premium allows the insured to spread the cost of the insurance policy over
time.

First Premium finances insurance premiums without assuming the risk of
loss normally borne by insurance carriers. Typically the insured buys an
insurance policy from an independent insurance agent or broker who offers
financing through First Premium. The Insured pays a down payment of
approximately 15 percent to 25 percent of the total premium and signs a
premium finance agreement for the balance due. The unearned portion of the
premium secures payment of the balance due. Under the terms of First Premium's
standard form of financing contract, it has the power to cancel the insurance
policy if there is a default in the payment on the finance contract and to
collect the unearned portion of the premium from the insurance carrier. In the
event of cancellation of a policy, the returned premium from the insurer is
sufficient to cover the loan balance plus interest and other charges

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due to First Premium. Profit is derived to the extent that interest earned and
fees charged generate income exceeding the interest expense for borrowed funds
and First Premium's selling and operating expenses.

First Premium is licensed or otherwise qualified to do business as an
insurance premium finance company in 38 states. Virtually all of its
outstanding receivables are commercial accounts. At December 31, 1995, First
Premium had approximately 11,000 active accounts.

To finance its insurance premium loans, First Premium has in the past
relied primarily on proceeds of loan sales through a securitization facility.
First Premium transfers the loans to First Premium Financing Corp. ("FPFC"),
its wholly-owned special-purpose corporation, which in turn sells the loans to
an independent multi-seller conduit, which issues commercial paper to finance
the acquisition of the loans. Loans are also financed by short term lines of
credit and subordinated debt.

First Premium's marketing strategy is based on establishing and
maintaining relationships with insurance brokers and agents by offering a high
degree of service and innovative products. Senior management is significantly
involved in First Premium's marketing efforts, currently focused on commercial
accounts which it believes provide higher returns at lower risk.

Industry Background. Premium finance companies are licensed to
finance property, casualty and liability insurance premiums to enable corporate
and individual insureds to pay an entire insurance premium in one lump sum.
The insured may be able to finance a premium with an affiliated company of the
insurance carrier, if any, an independent premium finance company such as the
company, or a bank or other lending institution. Customarily, insurance agents
utilize the services of premium finance companies to assist in the sale of an
insurance policy to their customers. Upon the execution of a finance agreement
by the insured, the agent forwards the completed documents and the down payment
to the premium finance company. The premium finance company then pays the
premium in full to the insurance carrier or its agent. The premium finance
company collects principal and interest from the insured in the form of an
installment payment. In the event the insured defaults, First Premium has the
right to cancel the insurance policy and apply the gross unearned premium
proceeds against the balance due from the insured.

Insurance Premium Financing Services. First Premium offers financing
to qualified purchasers of various types of insurance policies, including
coverage for property, casualty and liability insurance, of up to approximately
75 percent to 85 percent of the entire premium for such policies. First
Premium's standard form of premium finance agreement discloses to the insured,
among other things, the price of the total premium; the amount of the cash down
payment made; the amount financed; the amount of the finance charge; the
aggregate amount which will have been paid after the insured has made all
payments as scheduled; the applicable annual percentage rate charged; that a
late charge of 5 percent of the payment is due in the event a payment is more
than five days late (or such lesser amount as may be provided by the
appropriate state law); the insured's entitlement to a refund of part of the
finance charge in the event of prepayment; that the insured is granting to
First Premium a security interest in any and all unearned return premiums which
may become payable under the policy; and that the insured is appointing First
Premium as the insured's attorney in fact with all authority to cancel the
policy and to receive from the insurance carrier the unearned portion of the
premium. First Premium's agreements generally provide for monthly payments
over a period of nine months on a one-year policy.

Each insurance broker in the First Premium's referral network is
provided with financing forms and/or quoting software. When an insured seeks
premium financing, the broker completes (and has the insured sign) First
Premium's form of premium finance agreement and collects a down payment of
approximately 15 percent to 25 percent of the total premium. Upon acceptance
of the finance contract, First Premium remits payment for the amount financed
to the insurer. The first payment is due approximately 30 days from the
effective date of coverage. First Premium gives notice to the insurer of its
interest in the policy and informs the insurer that any return premiums must be
sent to First Premium in the event of cancellation of the policy.

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Although the insured is primarily liable on the finance contract,
First Premium does not look solely to the borrower's credit-worthiness for
payment. The insured assigns to First Premium its interest in any unearned
premiums relating to the financed insurance policy as security for the loan and
grants to First Premium the power to cancel the insurance policy, and collect
the unearned premium, if there is a default in payment on the finance contract.
Thus, the unearned premiums held by the insurance company provide a collateral
source of payment on a delinquent finance contract.

First Premium's growth strategy is to increase revenues by using its
resources to finance as many premiums profitably as is practical. From the
inception of First Premium's operations through December 31, 1995, it has
accepted 49,257 premium finance loans covering approximately 100,000 insurance
policies. First Premium currently does business with over 600 insurance agents
and brokers. The average individual loan is approximately $15,600.

In order to minimize losses, First Premium will not finance premiums
unless the insurance policy provides for the return of unearned premiums
connected therewith upon cancellation. First Premium generally requires
policyholders to make a loan payment sufficient to ensure that at all times the
unearned premium available for refund will pay the loan balance plus interest
and other charges. Advance payment of approximately 15 percent to 25 percent
of the premium generally ensures such margin.

Under its standard form of agreement, First Premium has the power to
cancel an insurance policy if payments due to it from the insured are more than
approximately 20 days late (the number of days varies by state law). After a
payment is approximately 10 days late, First Premium mails a late notice to the
insured and charges the insured a late charge of five percent of the
installment due (or lesser amount as provided by state law). If payment is not
received within 10 days thereafter, First Premium has the right to cancel the
policy by sending a notice of cancellation of the policy to the insurer. The
financing agreement is structured so that the insured will already have paid
for insurance coverage for a period of time extending beyond such 20-day
period.

Any monies paid for insurance coverage for time extending after the
cancellation date constitute "unearned premium" and must, under applicable
state statutes, be refunded to the insured. First Premium's form of premium
finance agreement provides that all such refunds be remitted by the insurance
carrier to the company on behalf of the insured. Before it forwards the refund
to the insured (or to the broker on behalf of the insured where state
regulations require), First Premium deducts all interest, service and late
charges due to it. In First Premium's experience, the time periods between
the cancellation date and receipt of the refund of unearned premiums has
averaged between 60 and 120 days. There can be no assurances, however, that
First Premium will not experience increasing delays in collecting, or inability
to collect, such refunds in the future.

Upon receipt of the gross return or unearned premium from the insurer,
and the crediting of this return to the insured's account, debit balances might
still be reflected in certain instances. First Premium uses its in-house
collection capability in an attempt to collect such balances. If in-house
efforts are unsuccessful, the use of external collection attorneys is
initiated. Certain transactions are written with recourse against the
producing agent, broker or agency and/or offsetting reserves to a few selected
insurance producers.

Sales and Marketing. First Premium generates business through sales
representatives, who solicit premium loans from independent insurance agents
and brokers. As of the end of 1995, First Premium employed 10 such sales
representatives. Insurance brokers may refer financing business to an
insurance premium financing company because such companies can assist them in
servicing their clients, particularly where the insurance carrier does not
offer an installment payment option. Since First Premium has no contracts with
any brokers to continue to refer business to First Premium, there can be no
assurance that brokers presently directing financing business to First Premium
will continue to do so or that First Premium will be able to locate and
establish relationships with additional brokers.

First Premium believes that it offers more flexibility with regard to
late payments and policy cancellations than affiliated companies of insurance
carriers, banks and other lending institutions which generally subject a policy

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to automatic cancellation on a designated date if a premium payment is late.
It is First Premium's policy to notify the broker immediately when any payment
is past due, thereby allowing the broker to arrange with the insured for
payment and to prevent cancellation of the policy. Under certain circumstances
the grace period can be extended, thereby avoiding cancellation of the policy.
No assurances can be given that the affiliated companies of the insurance
carriers, banks and other lending institutions will not add greater flexibility
to their insurance financing business practices and, in the event this should
occur, there may be a material adverse effect on First Premium's business
operations.

Regulation. The operations of First Premium are regulated by state
statutes, and regulations promulgated thereunder, which provide for the
licensing, administration and supervision of premium finance companies. Such
statutes and regulations impose significant restrictions on the operation of
First Premium's business.

First Premium is currently licensed or otherwise qualified to do
business as an insurance premium finance company in 38 states. Generally, it
must renew its license to operate as a premium finance company each year in
each state. First Premium is also subject to periodic examinations and
investigations by state regulators.

Among other things, certain state statutes and regulations impose
minimum capital requirements, govern the form and content of financing
agreements, limit the interest and service charges First Premium may impose,
prescribe notice periods prior to the cancellation of policies for non-payment,
limit delinquency and collection charges and govern the procedure for
cancellation of policies and collection of unearned premiums. Changes in the
regulation of First Premium's activities, such as increased rate regulation,
could have an adverse effect on First Premium's operations. The statutes do
not provide for automatic adjustments in the rates a premium finance company
may charge. Consequently, during periods of high prevailing interest rates on
institutional indebtedness and fixed statutory ceilings on rates First Premium
may charge its insureds, First Premium's ability to operate profitably could be
adversely affected.

Competition. First Premium encounters intense competition from
numerous other firms, including a number of national commercial premium finance
companies, companies affiliated with insurance carriers, independent insurance
brokers who offer premium finance services, banks and other lending
institutions. Some of First Premium's competitors are larger and have greater
financial and other resources and are better known than First Premium. In
addition, there are few, if any, barriers to entry into this industry in the
event other firms, particularly insurance carriers and their affiliates, seek
to compete in this market.

The competition for premium finance companies is three-tiered. The
first tier is that of national companies that are owned by insurance companies,
banks, and commercial finance companies. In this group are five companies that
on a combined basis finance over $9 billion per annum of premium finance
agreements. The second tier is a group of five to ten regional companies
financing $200-800 million each per year. The third tier is comprised of
smaller local companies and is highly fragmented. Based on size, First Premium
is a second tier company but competes mainly with the first tier companies.

First Premium believes that it offers better service and more
flexibility with regard to late payments and policy cancellations than
affiliates of insurance carriers, banks and other lending institutions. First
Premium competes with these entities by emphasizing a high level of knowledge
of the insurance industry, flexibility in structuring financing transactions,
and the timely purchase of qualifying contracts. First Premium believes that
its commitment to account service also distinguishes it from its competitors.
It is First Premium's policy to notify the insurance agent when an insured is
in default and to assist in collection, if requested by the agent. To the
extent that affiliates of insurance carriers, banks, and other lending
institutions add greater service and flexibility to their financing practices
in the future, the company's operations could be adversely affected. There can
be no assurance that First Premium will be able to continue to compete
successfully in its markets.

164
<PAGE> 177

Personnel. Crabtree has no full-time employees. First Premium's
staff consists of 44 employees (all of whom are full-time employees), including
five executive officers, 10 sales and marketing representatives, and 29
clerical and administrative employees.

Description of Property. Crabtree's offices are located at 475 N.
Martingale Rd., Suite 440, Schaumburg, Illinois 60173. Crabtree leases
approximately 1,100 square feet of office space at a cost of $2,000 per month
under a two-year lease expiring in the year 1997.

First Premium's offices are located at 520 Lake Cook Road, Suite 300,
Deerfield, Illinois 60015. First Premium leases approximately 12,000 square
feet of office space at a cost of $27,000 per month under a five-year lease
expiring in the year 2000.

MANAGEMENT OWNERSHIP OF COMMON STOCK

The following table sets forth information as of June 30, 1996, with
respect to beneficial ownership of shares of Crabtree held by (i) each director
of Crabtree, (ii) the executive officers of Crabtree and certain executive
officers of First Premium, and (iii) all directors and executive officers as a
group.

<TABLE>
<CAPTION>
Shares Pro
Subject Total Forma
Shares to Vested Crabtree % of % of
Common Subject to Stock Beneficial Crabtree Wintrust
Shares(1) Warrants(2) Options(3) Ownership Total(4) Total(4)(5)
--------- ----------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS
- ---------
Howard D. Adams(6)** . . . . . 115,283 -- 7,858 123,141 11.92% 7.78%

Robert P. Knight . . . . . . . 25,000 -- 3,000 28,000 2.72% *

Emmett D. McCarthy (7) . . . . 56,484 -- -- 56,484 5.51% 5.73%
Tull Monsees . . . . . . . . . 40,800 -- -- 40,800 3.98% *
Larry Wright (8) . . . . . . . 60,700 63,053 -- 123,753 11.37% 7.62%
--------- ------- ------- --------- ----- ------
Total Directors . . . . . . 298,267 63,053 10,858 372,178 35.50% 22.38%

NON-DIRECTOR EXECUTIVE OFFICERS
- -------------------------------
Frank J. Burke (9) . . . . . . -- -- 31,680 31,680 3.00% *
James Knollenberg (9) . . . . . -- -- 61,361 61,361 5.65% 1.20%
--------- ------- ------- --------- ----- -----

Total Directors and Executive
Officers as a group . . . . 298,267 63,053 103,899 465,219 44.15% 23.66%
========= ======= ======= ========= ===== =====

Total Common Shares and
Share Equivalents . . . . . 1,025,265 378,376 156,934 1,560,575
========= ======= ======= =========
</TABLE>

- --------------------
* Less than 1%

** Denotes executive officer (in addition to director status)

(1) Includes shares held directly and, if applicable, indirectly through such
person's spouse, minor children, certain family trusts, IRA's or 401(k)
plans.

(2) Represents First Premium warrants presented as if they were converted into
warrants to acquire shares of Crabtree Common Stock reflecting the basis
of exchange contemplated by the Reorganization Agreement. The
Reorganization Agreement provides that these warrants will be exchanged in
connection with and as part of the Reorganization for a Wintrust Common
Stock and/or warrants to acquire shares of Wintrust Common Stock
representing an aggregate of 447,740 shares (assuming no prior exercise of
such warrants).

165
<PAGE> 178
(3) Reflects vested stock options to purchase shares of Crabtree Common Stock.
Also includes shares subject to vested stock options of First Premium as
if they were converted into Crabtree options as provided for in the
Reorganization Agreement.

(4) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(5) Assumes no exercise of outstanding options, rights or warrants prior to
the Reorganization and gives effect to the Reorganization, including (i)
the anticipated exchange of First Premium warrants resulting in 411,673
additional shares of Wintrust Common Stock to be outstanding immediately
following the Effective Date of the Reorganization and (ii) the
anticipated exchange of warrants of North Shore, Hinsdale, and
Libertyville for 9,142, 33,173, and 24,882 additional shares of Wintrust
Common Stock, respectively, to be outstanding immediately following the
Effective Date of the Reorganization. Includes shares deemed beneficially
owned by such persons in any of the other Companies, giving effect to the
applicable Exchange Ratios. Also gives effect to the cancellation of
intercompany share ownership as provided in the Reorganization Agreement.

(6) Includes 8,817 shares held in a family trust for the benefit of Mr. Howard
D. Adams' son and 1,000 shares held in a charitable foundation with
respect to all of which Mr. Adams has voting power; Mr. Adams disclaims
beneficial ownership of such shares. Does not include 46,750 shares held
in other family trusts for the benefit of Mr. Adams' children for which
Emmett D. McCarthy serves as co-trustee, nor an additional 2,500 shares
held directly by Mr. Adams' children.

(7) Includes an aggregate of 46,750 shares held by the Alan W. Adams Family
Trust and Sarah Katherine Adams Family Trust for which Mr. McCarthy has
shared voting and investment power as a co-trustee together with either
Alan W. Adams or Sarah K. Adams, respectively, adult children of Howard D.
Adams. Alan W. Adams is a Vice President of Lake Forest Bank and a
proposed director of Wintrust. Mr. McCarthy disclaims beneficial
ownership of all shares held in the Adams family trusts.

(8) In addition to 1,300 shares held by Mr. Wright, the beneficial ownership
shown includes (i) 500 shares held by an employee retirement plan of
Milbank of which Mr. Wright is a trustee and with respect to which shares
he has shared voting and investment power; (ii) 58,900 shares held by
Deerpath to which Milbank, of which Mr. Wright is an officer, director and
principal shareholder, serves as investment advisor and with respect to
which shares Mr. Wright has shared voting and investment power; and (iii)
63,053 shares which Deerpath will have the right to purchase pursuant to
the exercise of warrants assuming conversion of the outstanding First
Premium common stock warrants in accordance with the provisions of the
Reorganization Agreement.

(9) Mr. Knollenberg is President and a director and Mr. Burke is an Executive
Vice President of First Premium, the primary subsidiary of Crabtree.

166
<PAGE> 179
BENEFICIAL OWNERSHIP OF CERTAIN SHAREHOLDERS

On June 30, 1996, Crabtree had 1,025,265 shares of common stock
outstanding. As of such date, the following persons not listed under
"Management Ownership of Common Stock" are known by Crabtree to be the owners
of or might be deemed to be the beneficial owners of more than five percent of
its common stock.

<TABLE>
<CAPTION>
Number of Shares Percent of
Name Address Beneficially Owned Class(1)
---- ------- ------------------ ----------
<S> <C> <C> <C>
Internationale Netherlanden 135 East 57th Street 315,323 23.52%
Bank, N.V.(2) New York, NY

Milbank(3) 135 South LaSalle 124,453 11.44%
Chicago, IL

Electra Investment Trust, PLC 70 East 55th Street 63,830 6.22%
New York, NY

Bert A. Getz 3634 Civic Center Plaza 60,000 5.85%
Scottsdale, AZ

William H. Sherer(4) P.O. Box 1617 60,380 5.89%
Mercer Island, WA
</TABLE>

- --------------------
(1) Beneficial ownership percentages are calculated in accordance with SEC
Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(2) Represents shares subject to First Premium warrants presented as if they
were converted into Crabtree shares on the basis of exchange contemplated
by the terms of the Reorganization Agreement. Pursuant to the
Reorganization Agreement, such warrants are to be contributed to Wintrust
in connection with and as part of the Reorganization for Wintrust Common
Stock and/or warrants to acquire Wintrust Common Stock. See "TERMS OF THE
REORGANIZATION -- Common Stock Warrants."

(3) Includes (i) 1,300 shares held by Larry Wright, a director of Crabtree,
and 700 shares held by Robert D. Harnach, a director of Lake Forest and
Hinsdale, each of whom are officers, directors and principal shareholders
of Milbank; (ii) 500 shares held by an employee retirement plan of Milbank
of which Mr. Wright and Mr. Harnach are trustees with voting and
investment power; and (iii) 58,900 shares held in Deerpath to which
Milbank serves as investment advisor and with respect to which Mr. Wright
and Mr. Harnach exercise shared voting and investment power. Also
includes 63,053 shares subject to purchase by Deerpath pursuant to the
exercise of warrants, assuming the conversion of the outstanding First
Premium common stock warrants as contemplated by the Reorganization
Agreement.

(4) Represents 48,280 shares held in a trust for the benefit of William H.
Sherer for which William H. Sherer is trustee; 2,500 shares held in a
trust for the benefit of William H. Sherer for which William C. Sherer is
trustee; 9,600 shares held in an irrevocable trust for the benefit of
William H. Sherer for which Patricia K. Sherer is trustee.

167
<PAGE> 180
SELECTED FINANCIAL DATA
CRABTREE CAPITAL CORPORATION

<TABLE>
<CAPTION>
Three Months Ended March 31, Year Ended December 31,
---------------------------- ------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------- ------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Finance charges . . . . . . . $ 394 $1,303 $2,547 $8,271 $ 4,423 $ 4,043 $11,370
Gain on sale of receivables . 967 1,616 4,421 -- -- -- --
Servicing and management fees 324 175 1,083 -- -- -- --
Other income . . . . . . . . . 29 4 1,068 564 318 707 2,796
Gain on sale of subs . . . . -- -- -- -- -- -- 4,793
------- ------ ------ ------ ------- ------- -------
Total revenues . . . . . . . 1,714 3,098 9,119 8,835 4,741 4,750 18,959
------- ------ ------ ------ ------- ------- -------
Expenses:
Interest expense . . . . . . . 182 645 1,248 4,032 1,879 2,484 7,082
Provision for loan losses 42 89 347 137 887 934 1,445
Salaries and benefits . . . . 640 650 2,859 2,583 2,047 828 553
Other expense . . . . . . . . 880 841 2,766 2,802 2,709 4,955 9,635
------- ------ ------ ------ ------- ------- -------
Total expenses . . . . . . . 1,744 2,225 7,220 9,554 7,522 9,201 18,715
------- ------ ------ ------ ------- ------- -------
Income (loss) from continuing
operations before income
taxes . . . . . . . . . . . . (30) 873 1,899 (719) (2,781) (4,451) 244
Income taxes . . . . . . . . . -- -- -- -- -- -- --
------ ------ ------ ------ ------- ------- -------
Income (loss) from continuing
operations . . . . . . . . . . . (30) 873 1,899 (719) (2,781) (4,451) 244
Income (loss) from operations and
sale of discontinued subsidiaries ------ (3) (17) (236) (193) 102 1,261
-- ------ ------ ------ ------- ------- -------
Net income (loss) . . . . . . . . $ (30) $ 870 $1,882 $ (955) $(2,974) $(4,349) $ 1,505
====== ====== ====== ====== ======= ======= =======
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

Crabtree derives its income from its three major subsidiaries: First
Premium, Credit Life, and Prospect. Crabtree has no significant recurring
income of its own, but has expenses which include salaries and professional
fees, operating expenses and interest on debt. Credit Life and Prospect have
been in various stages of liquidation since 1991, and thus a greater proportion
of the consolidated group's income each year is derived from First Premium.

In 1992, Prospect sold approximately 90 percent of its leasing
portfolio. Most of its income since that time has come from its retained lease
portfolio. The majority of the income and expense of Credit Life since 1991,
when it sold the last of its major operating subsidiaries, has been from the
proceeds and expense of various litigation and contractual proceedings which
have occurred as the result of the termination of their business operations.
Virtually no ongoing business operations have occurred since 1991.

First Premium derives its income from the origination, sale and
management of insurance premium finance receivables. First Premium sells the
majority of the premium finance receivables originated to FPFC, which in turn
sells the receivables to Holland Limited Securitization, Inc. ("HLS"), an
independent, multi-seller conduit which issues commercial paper or other
indebtedness to fund the purchase of receivables from FPFC. All receivable
sales to Holland Limited are without recourse. First Premium recognizes a
taxable gain at the time of sale based on the estimate of excess servicing to
be earned over the life of the receivables sold.

168
<PAGE> 181
The following table sets forth the spread that First Premium has
maintained for the last three fiscal years and the three month periods ended
March 31, 1995 and 1996 based on average managed receivables.

<TABLE>
<CAPTION>
Year Ended December 31, Three Months
-------------------------------------------------
Ended March 31,
-------------------------------
1993 1994 1995 1995 1996
-------------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Average Managed
Installment Loans
Receivable . . . . . $49,470,391 $85,912,066 $107,091,603 $98,746,588 $114,926,350

Interest Income
(Spread) . . . . . . 2,275,219 3,910,489 6,105,378 1,347,370 1,537,868

% of Spread of Avg.
Loans Receivable . . 4.60 4.55 5.70 5.46 5.35
</TABLE>

First Premium is presently licensed or otherwise qualified to do
business in 38 states. For the year ended December 31, 1995, 16 percent of its
receivables were originated in the state of Texas. No other single state
represented more than 10 percent of the premium finance receivables originated
by First Premium.

The following table sets forth certain income statement items of First
Premium as a percentage of First Premium's total revenues.

<TABLE>
<CAPTION>
Three Months
Year Ended December 31, Ended March 31,
----------------------------------- ---------------------
1993 1994 1995 1995 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Revenues:
Premium finance charges earned . 99.0% 99.1% 31.5% 41.5% 22.4%
Gain on sale of receivables . . . 0 0 55.0 52.8 58.2
Servicing and management fees . . 0 0 13.5 5.7 19.4
Interest income . . . . . . . . . 1.0 .9 0 0 0
----- ----- ----- ----- -----
Total Revenues . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== =====
Expenses:
Operating expenses . . . . . . . 67.1% 51.4% 56.3% 39.9% 74.7%
Interest expense . . . . . . . . 38.1 45.5 11.5 18.3 6.8
Provision for possible credit
losses . . . . . . . . . . . . 3.1 .8 3.0 2.9 2.5
----- ----- ----- ----- -----
Total Expenses . . . . . . . . 108.3% 97.7% 70.8% 61.1% 84.0%
===== ===== ===== ===== =====
Income from operations before
provision for income taxes . . (8.3%) 2.3% 44.6% 38.9% 16.0%
Provision for income taxes . . . -- -- -- -- --
----- ----- ----- ----- -----
Net income . . . . . . . . . . . (8.3%) 2.3% 29.2% 38.9% 16.0%
===== ===== ===== ===== =====
</TABLE>

First Premium records a general provision for possible losses on
finance receivables in such amounts as management deems appropriate.
Case-by-case direct write-offs, net of recoveries on finance receivables, are
charged to First Premium's allowance for possible losses. The amount of such
allowance is reviewed periodically by management in light of economic
conditions, the status of the outstanding finance receivables, and other
factors.

First Premium loan losses are minimal since its premium finance
receivables are generally fully secured by unearned insurance premiums. If a
borrower defaults, First Premium seeks to obtain a refund of unearned premiums
from the insurer. First Premium bears the credit risk of collections from the
insurer. In the event an insurer becomes insolvent and unable to pay claims to
an insured or refund unearned premiums upon cancellation of a policy to a
finance company, each state provides a state guaranty fund that will pay such
refund, less a per claim deductible in certain states. First Premium
diversifies its financing activities among a wide range of brokers and
insurers.

169
<PAGE> 182
The following table sets forth information concerning First Premium's
allowance for possible credit losses on finance receivables and its loss
experience for the years ended December 31, 1993 through 1995 and for the three
month periods ended March 31, 1995 and 1996.

<TABLE>
<CAPTION>
Three Months
Year Ended December 31, Ended March 31,
-------------------------------------- -----------------------
1993 1994 1995 1995 1996
-------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Allowance for possible losses at
beginning of year . . . . . . . $ 93,572 $225,102 $ 250,669 $250,669 $280,911

Provision for possible losses . . 136,525 65,080 246,701 89,176 41,608

Charge-offs . . . . . . . . . . . . (7,091) (42,518) (246,534) (78,741) (44,382)

Amounts recovered . . . . . . . . . 2,096 3,005 30,075 7,147 3,006
-------- -------- --------- -------- --------
Allowance for possible losses at
end of year . . . . . . . . . . . $225,102 $250,669 $ 280,911 $268,251 $281,143
======== ======== ========= ======== ========
Percentage of allowance for
possible losses to finance
receivables outstanding at end
of year . . . . . . . . . . . . . .36% .27% .25% .23% .22%
======== ======= ========= ======== ========
Percentage of net losses to finance
receivables liquidated during
year . . . . . . . . . . . . . . .004% .02% .08% .10% .05%
======== ======= ========= ======== ========
</TABLE>

Comparison of Results for Period Ended March 31, 1995 to Period Ended March 31,
1996

The consolidated net income of Crabtree decreased from net income of
$869,854 in the first three months of 1995 to a net loss of $30,380 in the
first three months of 1996. The net income by component is included in the
following table:

Three Months Ended March 31, Increase
-------------------------------- (Decrease)
1995 1996 in Income
---------- ---------- ---------
<S> <C> <C> <C>
Holding company income . . . $ 8,681 $ 4,500 $ (4,181)
Holding company expenses . . (315,679) (306,277) 9,402
First Premium . . . . . . . . 1,192,852 266,397 (926,455)
Prospect . . . . . . . . . . (13,000) 5,000 18,000
Credit Life . . . . . . . . . (3,000) -- 3,000
---------- --------- ---------
$ 869,854 $ (30,380) $(900,234)
========== ========= =========
</TABLE>

Crabtree expenses decreased $9,402 or 3.0 percent from $315,679 for
the period ended March 31, 1995 to $306,277 for the period ended March 31,
1996. The major component of the reduction was interest expense which
decreased $13,078 or 14.9 percent from 1995 to 1996 as the result of there
being approximately $300,000 less debt outstanding during the period.
Occupancy expense decreased $7,200 or 49.4 percent from 1995 to 1996 as the
result of a move to smaller offices. Legal fees also decreased $9,739 from
1995 to 1996. These decreases were offset by an increase in insurance expense
of $6,270 or 27.3 percent from 1995 to 1996 as the result of expanded insurance
coverages.

First Premium's net income decreased by 77.7 percent from $1,192,852 in
the first three months of 1995 to $266,397 in the first three months of 1996.
Premium financing revenues decreased $901,244 or 70.8 percent from $1,273,000
in 1995 to $371,756 in 1996. This decrease resulted from a change in the
structure of First Premium's securitization facility in February of 1995 which
dictated different accounting treatment for loans sold to the securitization
facility. The new structure permitted First Premium to record gains on
receivables sold at the time of sale rather than recording the income over the
life of the loan. A large one-time gain was recorded in

170
<PAGE> 183

February of 1995 when loans were sold pursuant to a new facility. Gain on sale
of receivables decreased $649,000 or 40.2 percent from $1,616,000 in 1995 to
$967,000 in 1996 as a result of the one-time gain. Total loans financed, net
of finance charges, decreased 1.7 percent to $75,125,000 in 1996 from
$76,385,612 in 1995, and the number of contracts represented decreased 3.2
percent to 4,241 in 1996 from 4,589 in 1995. First Premium's average managed
receivables for the quarter ended March 31, 1996 increased $16,179,162 or 16.4
percent from $98,746,588 in 1995 to $114,926,350 in 1996. First Premium's
total expenses decreased $474,267 or 25.4 percent from $1,870,469 in 1995 to
$1,396,202 in 1996. The primary components of this decrease involved interest
expense primarily on commercial paper which decreased $454,833 or 81.1 percent
from $559,658 in 1995 to $104,825 in 1996. This decrease was the result of the
change in First Premium's securitization facility. The major increases in
operating expenses involved office and occupancy expenses which were
attributable to an expansion of the office space occupied by First Premium in
anticipation of future business growth.

Comparison of Results for Year Ended December 31, 1994 to Year Ended December
31, 1993

The consolidated net loss of Crabtree decreased from $2,974,403 in the
year ended December 31, 1993 to $955,060 in the year ended December 31, 1994.
The net loss by component is shown in the following table:

Year Ended December 31, Increase
-------------------------------- (Decrease)
1993 1994 in Income
----------- ----------- ----------
<S> <C> <C> <C>
Holding company income . . . $ 106,981 $ 373,013 $ 266,032
Holding company expenses . . (1,389,924) (1,183,459) 206,465
First Premium . . . . . . . (361,546) 190,386 551,932
Prospect . . . . . . . . . . (761,000) (99,000) 662,000
Credit Life . . . . . . . . . (568,914) (236,000) 332,914
----------- ----------- ----------
$(2,974,403) $ (955,060) $2,019,343
=========== =========== ==========
</TABLE>

Income increased $266,032 from 1993 to 1994. This increase was
primarily attributable to a gain on the sale of certain fixed assets of
approximately $112,000 and a gain from the reduction of fully accrued law firm
fees in the amount of approximately $237,000. Expenses decreased from 1993 to
1994 by $206,465 or 14.9 percent which was primarily attributable to a decrease
in salaries and employee benefits from $508,000 in 1993 to $318,000 in 1994.

First Premium's net income increased 153 percent from $(361,546) in
1993 to $190,386 in 1994. Premium financing revenues increased $3,935,143 or
91.6 percent from $4,297,447 in 1993 to $8,232,590 in 1994. This increase
resulted primarily from the increase in the amount of managed insurance premium
receivables financed in 1994 over 1993. Total loans financed, net of finance
charges, increased 57.4 percent to $247,551,180 from $157,342,176 in 1993, and
the number of contracts representing these loans increased 40.8 percent to
16,285 from 11,570. First Premium's average managed receivables for the year
ended December 31, 1994 increased $36,441,674, or 73.5 percent, from the year
ended December 31, 1993. First Premium's total expenses increased $3,413,862
or 72.6 percent from $4,703,800 in 1993 to $8,117,662 in 1994. The primary
component of this increase was in interest expense which increased $2,126,057
or 128 percent from $1,654,848 in 1993 to $3,780,905 in 1994. This increase
was due to the 73.5 percent increase in the amount of receivables outstanding
from 1993 to 1994. Salaries and employee benefits increased $686,201 or 50.4
percent from $1,361,340 in 1993 to $2,047,541 in 1994. This increase was as a
result of First Premium hiring additional sales and administrative personnel to
handle the increase in the outstanding premium finance receivables.

Prospect's net loss decreased from $(761,000) in 1993 to $(99,000) in
1994. This reduction in the net loss primarily resulted from a decrease in the
provision for lease losses from $750,000 in 1993 to $72,000 in 1994. The large
lease loss provision in 1993 was primarily due to additional losses in the
remaining portfolio retained by Prospect and against receivables which were
sold with recourse in prior years.

171
<PAGE> 184

Credit Life's net loss decreased from $(568,914) in 1993 to $(236,000)
in 1994. This loss was primarily attributable to a $422,000 loss provision in
1993 which was required as a result of accounting for certain contractual
obligations entered into by Crabtree in conjunction with the purchase of Credit
Life in 1987.

Comparison of Results for Year Ended December 31, 1995 to Year Ended December
31, 1994

The consolidated net income of Crabtree increased from a net loss of
$955,060 in the year ended December 31, 1994 to net income of $1,882,401 in the
year ended December 31, 1995. The net income by component is shown in the
following table:

Year Ended December 31, Increase
-------------------------------- (Decrease)
1994 1995 in Income
----------- ----------- ----------
<S> <C> <C> <C>
Holding company income . . . $ 373,013 $ 1,009,903 $ 636,890
Holding company expenses . . (1,183,459) (1,269,264) (85,805)
First Premium . . . . . . . . 190,386 2,344,598 2,154,212
Prospect . . . . . . . . . . (99,000) (186,000) (87,000)
Credit Life . . . . . . . . . $ (236,000) $ (16,836) $ 219,164
----------- ----------- ----------
$ (955,060) $ 1,882,401 $2,837,461
=========== =========== ==========
</TABLE>

Income increased $636,890 from $373,013 in 1994 to $1,009,903 in 1995.
This increase was primarily attributable to a gain of approximately $735,000
which was realized in 1995 from a settlement agreement reached with Credit Life
in connection with certain obligations of Crabtree which were created as a
result of Crabtree's purchase of a controlling interest in Credit Life in 1987.
Expenses at the holding company level increased $85,805 or 7.3 percent from
$1,183,459 in 1994 to $1,269,264 in 1995. This increase was primarily
attributable to increased interest expense of $64,215 or 22.9 percent from
$279,864 in 1994 to $344,079 in 1995. This increase in interest expense was
attributable to slightly higher average debt outstanding and higher interest
rates.

First Premium's net income increased by 1,132 percent from $190,386 in
1994 to $2,344,598 in 1995. Premium financing revenues decreased $5,699,933 or
69.2 percent from $8,232,590 in 1994 to $2,534,657 in 1995. This decrease
resulted from a change in the structure of the company's securitization
facility in February of 1995 which dictated different accounting treatment for
loans sold pursuant to the securitization facility. The new structure
permitted First Premium to record gains on receivables sold to an independent
third party at the time of sale rather than recording the income over the life
of the loan. Gain on sale of receivables of $4,421,000 was recorded in 1995
versus none in 1994. This amount represented the normal sales under the new
facility plus a one-time gain which was recorded in February of 1995 when
existing loans were sold to the new facility. Total loans financed, net of
finance charges, increased 21.9 percent to $301,852,237 in 1995 from
$247,551,180 in 1994, and the number of contracts represented increased 5.0
percent to 17,104 in 1995 from 16,285 in 1994. First Premium's average managed
receivables for the year ended December 31, 1995 increased $21,179,537 or 24.7
percent from $85,912,066 in 1994 to $107,091,603 in 1995. First Premium's
total expenses decreased $2,424,461 or 29.9 percent from $8,117,662 in 1994 to
$5,693,201 in 1995. The decrease involved interest expense primarily related
to commercial paper, which decreased $2,856,330 or 75.6 percent from $3,780,905
in 1994 to $924,575 in 1995. This decrease was the result of the change in
First Premium's securitization facility. Prior to February 1995, First Premium
funded the origination of Premium finance receivables through the issuance of
commercial paper. As discussed above, beginning February, 1995, First Premium
began selling its receivables to a third party and recorded a gain on the sale.
This new securitization facility provided liquidity and a source of funding to
replace the commercial paper. The major increases in operating expenses
involved salaries and benefits which increased $295,123 or 14.4 percent,
provision for doubtful accounts which increased $181,621 or 279 percent, and
other operating expenses which increased $355,101 or 137 percent. The
increased operating expenses were generally attributable to the overall
increase in business activity and the amount of premium finance receivables
outstanding.

172
<PAGE> 185

Prospect's net loss increased from $(99,000) in 1994 to $(186,000) in
1995. This increase in the net loss was primarily attributable to an increase
in the provision for lease losses from $72,000 in 1994 to $100,000 in 1995 and
a lower amount of income as a result of the continuing run-off of the remaining
lease portfolio of Prospect.

Credit Life net loss decreased from $(236,000) in 1994 to $(16,836)
in 1995. This decrease is attributable to less expense as a result of the
majority of the winding down of Credit Life's operations. At December 31,
1995, Crabtree adopted liquidation accounting for the remaining operations of
Credit Life which has effectively written off its entire remaining investment
in Credit Life.

LIQUIDITY AND CAPITAL RESOURCES

Crabtree's operations are dependent on the continuing availability of
funds at satisfactory terms and rates. Crabtree had bank debt of $1,950,000
together with subordinated debt of $1,200,000 as of December 31, 1995. This
debt was primarily incurred in prior years to finance investments in operating
subsidiaries.

First Premium's operations are also dependent on the availability of
funds at satisfactory terms and rates. First Premium uses such funds
principally to finance the origination of installment loans under premium
finance agreements. First Premium obtains funds from a variety of sources,
including internal generation of funds, secured borrowings under lines of
credit, use of an asset securitization facility, placement of subordinated
debt, and the sale of common equity.

As First Premium increases the size of its business, it originates
more installment loans receivable than it collects, resulting in a larger
outstanding balance of installment loans receivable. The following table sets
forth the amounts of installment loans receivable originated and the collection
of the installment loans receivable for the periods indicated:

<TABLE>
<CAPTION>
Three Months
Year Ended December 31, Ended March 31,
---------------------------------------------- ----------------------------
1993 1994 1995 1995 1996
----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Installment loans
originated $162,111,431 $255,997,476 $313,988,071 $79,848,248 $79,307,555

Installment loans
collected 121,754,057 226,878,470 294,352,076 70,054,169 76,738,861
</TABLE>

The growth in First Premium's loan portfolio has been the single
largest factor influencing First Premium's cash flow from operations and its
need for financing. The majority of First Premium's financing is provided by
the sale of installment loan receivables to its wholly-owned subsidiary, First
Premium Financing Corporation, which in turn sells the receivables to HLS,
which issues commercial paper or other indebtedness to fund the purchase of
receivables from FPFC. For the years ended December 31, 1995 and 1994, net
cash provided by operating activities was $4,721,000, and $6,355,000,
respectively. For the years ended December 31, 1995 and 1994, net cash (used
in) and provided by financing activities was $(83,287,000) and $23,826,000,
respectively.

First Premium has no present plans for any significant capital
expenditures, but does intend to add marketing personnel in order to increase
its business. First Premium does not expect that such additional marketing
personnel will require any significant capital expenditures. First Premium is
not aware of any pending legislation that would have a material effect on its
capital requirements or business prospects.

First Premium is subject to minimum capital requirements imposed by
certain of the states in which it is licensed. First Premium is substantially
in excess of the requirements of all the states in which it is licensed to
conduct business. In addition, First Premium is prohibited from declaring or
paying any dividends on its capital stock pursuant to agreements entered into
in conjunction with its securitization facility and bank loan agreements.

Management believes that the sources of funds presently available to
First Premium are adequate for the conduct of its business at its present
level. To the extent that First Premium expands its business and increases

173
<PAGE> 186
its total installment receivables outstanding beyond its present level of
funding, First Premium will need to obtain additional sources of funds or
expand existing sources of funds, which may not be available, or, if available,
may not be available on terms acceptable to First Premium.

LINES OF CREDIT

At December 31, 1995, First Premium had a revolving loan agreement
with a bank, which matures in May 1996. Terms of the agreement include
providing a lien and first security interest in the premium finance receivables
not sold pursuant to its securitization facility to the bank, as well as
restrictions on maintenance of various operating ratios and tangible net worth.
The facility is comprised of two lines of credit which can be combined to a
maximum of $13 million. The primary line is at the bank's prime rate of
interest. Borrowings are based on an eligible premium finance receivables base
to a maximum of $13 million. The supplemental line bears interest at the
bank's prime rate plus 1.0 percent, to a maximum of $3 million. Borrowings are
based on amounts of collateral First Premium maintains in its securitization
facility. During the years ended December 31, 1995 and 1994, the maximum
aggregate amount outstanding under these lines during this time were $2,975,658
and $2,989,178, respectively.

SECURITIZATION FACILITY

Beginning in 1993 and continuing until the formation of a new facility
in 1995, First Premium sold its receivables to FPFC. FPFC was in the business
of issuing commercial paper and purchasing receivables from First Premium.
Pursuant to a Sales and Servicing Agreement between First Premium and FPFC,
FPFC engaged First Premium to provide certain administrative services related
to the servicing of the loans and compensated First Premium as the Servicer.
First Premium also performed all other administrative functions of FPFC, such
as cash management and accounting services, pursuant to a management agreement

In 1993,ING became the credit enhancer for commercial paper issued by
FPFC. ING continued to provide temporary liquidity to FPFC. The interest rate
charged on any borrowing on the liquidity line would be the higher of prime or
the federal funds rate plus 1/2 percent.

Effective January 31, 1995, First Premium entered into a new
securitization facility with ING and HLS. The new facility effectively amends
and modifies the above-discussed facility and provides First Premium with a
vehicle into which $200 million of receivables may be sold and funded by HLS,
subject to certain terms and conditions. On the closing date of the previous
facility, FPFC and First Premium terminated all contractual obligations with
regard to the discontinued facility, and FPFC ceased operations.

In connection with the 1995 facility restructuring, First Premium
formed a new wholly-owned, bankruptcy remote subsidiary, First Premium
Financing Corporation ("FPFIN"), to purchase the receivables from First Premium
and simultaneously sell the receivables to HLS. Consistent with the prior
securitization facility, all the receivable sales to HLS are without recourse.
FPFIN recognizes a gain at the time of each sale based on its estimate of
excess servicing to be earned over the life of the receivables sold. All of
the subsidiary accounts are maintained by First Premium and consolidated with
First Premium's financial statements. First Premium performs all
administrative functions of FPFIN, such as cash management and accounting
services.

HLS issues commercial paper or other indebtedness to fund the purchase
of receivables from FPFC. HLS is not affiliated with First Premium or its
affiliates. Pursuant to the Sales and Servicing Agreement between HLS and FPS,
HLS has engaged First Premium to provide certain administrative services
related to the servicing of the loans. Also pursuant to the Sales and
Servicing Agreement, First Premium is required to maintain facility collateral
at an amount equal to 105.5 percent of commercial paper outstanding. The
amount of this over collateralization is recorded as a long-term asset on First
Premium's consolidated financial statement. Consistent with the prior
securitization facility terms, ING will provide the credit and liquidity
enhancement for the facility.

174
<PAGE> 187
SUBORDINATED DEBT

First Premium has obtained subordinated debt in the amount of $500,000
from Crabtree and from an independent investor which is also a stockholder of
Crabtree. The subordinated notes of $300,000 from the independent investor and
$200,000 from Crabtree bear interest at prime plus 0.5 percent and mature on
December 23, 1997. At its option, First Premium may prepay the loans in whole
or in part at any time.

LEGAL MATTERS

Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street, Chicago,
Illinois 60601, will pass upon the validity of the shares of Wintrust Financial
Corporation Common Stock to be issued pursuant to the Reorganization and
certain other legal matters in connection with the Reorganization for each of
the Companies. Douglas J. Lipke, a partner in the law firm of Vedder, Price,
Kaufman & Kammholz, serves as a non-voting advisor to the Hinsdale Board of
Directors and as of June 30, 1996 owned 600 shares, warrants to purchase 550
shares and options to purchase 400 shares of Hinsdale Common Stock.

Certain legal matters in connection with the Reorganization will be
passed upon for North Shore, Lake Forest, Hinsdale and Libertyville by Meltzer,
Purtill & Stelle, 1515 East Woodfield Road, Schaumburg, Illinois 60173, and for
Crabtree by Rudnick & Wolfe, 203 North LaSalle Street, Chicago, Illinois 60601.

EXPERTS

The consolidated financial statements of Lake Forest Bancorp, Inc. as
of December 31, 1995 and 1994, and for each of the years in the three-year
period ended December 31, 1995, Hinsdale Bancorp, Inc. as of December 31, 1995
and 1994 and for the each of the years ended December 31, 1995 and 1994 and the
period September 25, 1992 (date of incorporation) to December 31, 1993, North
Shore Community Bancorp, Inc. as of December 31, 1995 and 1994 and for the
year ended December 31, 1995 and for the period December 30, 1992 (date of
incorporation) to December 31, 1994, and Libertyville Bancorp, Inc. as of
December 31, 1995 and for the period September 26, 1994 (date of incorporation)
to December 31, 1995, have been included herein and in the registration
statement in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Crabtree Capital Corporation
included in this prospectus and elsewhere in the registration statement, to the
extent and for the periods indicated in their reports, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

OTHER MATTERS

As of the date hereof, the Boards of Directors of the Companies do not
know of any matters to be presented at the Special Meetings other than those
listed in the Notice of Special Meeting of Stockholders pertaining thereto. If
any other matters come before a Special Meeting or any adjournment thereof, it
is intended that the proxies will be voted in respect thereof in accordance
with the judgment of the person or persons voting the proxies.

AVAILABLE INFORMATION

Wintrust Financial Corporation has filed a Registration Statement
under the 1933 Act with the Securities and Exchange Commission in connection
with the Wintrust Common Stock offered hereby. This Prospectus and Joint Proxy
Statement omits certain information, exhibits and undertakings set forth in the
Registration Statement.

175
<PAGE> 188
Such materials may be examined and copies thereof may be obtained, upon payment
of prescribed rates, from the public reference facilities of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Regional Office of the Commission at the following locations: Seven World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. For further information with respect to
Wintrust, reference is hereby made to the Registration Statement and the
exhibits thereto. Statements contained in this Prospectus and Joint Proxy
Statement concerning the provisions of any contract, agreement or other
document are not necessarily complete, and in each instance reference is made
to the copy of such contract, agreement or other document filed as an exhibit
to the Registration Statement for a full statement of the provisions thereof.
Each such statement in this Prospectus and Joint Proxy Statement is qualified
in all respects by such reference.

For fiscal years which end following the Effective Date, Wintrust will
furnish to its stockholders annual reports of Wintrust Financial Corporation,
including consolidated financial statements of Wintrust, certified by
independent public accountants.

176
<PAGE> 189
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
NORTH SHORE COMMUNITY BANCORP, INC. AND SUBSIDIARIES
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Consolidated Statements of Condition as of March 31, 1996 (unaudited)
and December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Operations for the three-month
periods ended March 31, 1996 and 1995 (unaudited),
and for the year and period ended December 31, 1995 and 1994, respectively . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Changes in Shareholders' Equity
for the three-month period ended March 31, 1996 (unaudited),
and for the year and period ended December 31, 1995 and 1994, respectively . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Cash Flows for the three-month
periods ended March 31, 1996 and 1995 (unaudited),
and for the year and period ended December 31, 1995 and 1994, respectively . . . . . . . . . . . . . . . . F-5
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

LAKE FOREST BANCORP, INC. AND SUBSIDIARIES
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19
Consolidated Statements of Condition as of March 31, 1996
(unaudited) and December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-20
Consolidated Statements of Operations for the three-month
periods ended March 31, 1996 and 1995 (unaudited),
and for the years ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . . . . F-21
Consolidated Statements of Changes in Stockholders' Equity for the
three-month period ended March 31, 1996 (unaudited),
and for the years ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . . . . F-22
Consolidated Statements of Cash Flows for the three-month periods
ended March 31, 1996 and 1995 (unaudited), and for the
years ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-23
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-24

HINSDALE BANCORP, INC. AND SUBSIDIARIES
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39
Consolidated Statements of Condition as of March 31, 1996
(unaudited) and December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-40
Consolidated Statements of Operations for the three-month periods
ended March 31, 1996 and 1995 (unaudited), and for
the years ended December 31, 1995 and 1994, and
for the period ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-41
Consolidated Statements of Changes in Stockholders' Equity for the
three-month period ended March 31, 1996 (unaudited),
and for the years ended December 31, 1995 and 1994, and
for the period ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-42
Consolidated Statements of Cash Flows for the three-month periods
ended March 31, 1996 and 1995 (unaudited), and for the
years ended December 31, 1995 and 1994, and for the period
ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-43
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-44
</TABLE>

177
<PAGE> 190

<TABLE>
<S> <C>
LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-58
Consolidated Statements of Condition as of March 31, 1996
(unaudited) and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-59
Consolidated Statements of Operations for the three-month period ended
March 31, 1996 (unaudited), and for the period ended December 31, 1995 . . . . . . . . . . . . . . . . . . . F-60
Consolidated Statements of Changes in Stockholders' Equity for the three-month
period ended March 31, 1996 (unaudited), and for the period ended
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-61
Consolidated Statements of Cash Flows for the three-month period ended
March 31, 1996 (unaudited), and for the period ended
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-62
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-63

CRABTREE CAPITAL CORPORATION AND SUBSIDIARIES
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-73
Consolidated Balance Sheets as of March 31, 1996 (unaudited)
and December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-74
Consolidated Statements of Income for the three months
ended March 31, 1996 and 1995 (unaudited), and
for the years ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-75
Consolidated Statements of Stockholders' Equity for the three months
ended March 31, 1996 (unaudited), and for the
years ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-76
Consolidated Statements of Cash Flows for the three months
ended March 31, 1996 (unaudited), and for the years
ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-77
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-78
</TABLE>

178
<PAGE> 191

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Shareholders of North Shore
Community Bancorp, Inc. and
Subsidiaries:

We have audited the accompanying consolidated statements of condition
of North Shore Community Bancorp, Inc. and subsidiaries (Bancorp) as of
December 31, 1995 and 1994 and the related consolidated statements of
operations, changes in shareholders' equity, and cash flows for the
year ended December 31, 1995 and the period from December 30, 1992
(date of incorporation) to December 31, 1994. These consolidated
financial statements are the responsibility of Bancorp's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
North Shore Community Bancorp, Inc. and subsidiaries as of December 31,
1995 and 1994 and the results of their operations and their cash flows
for the year ended December 31, 1995 and the period December 30, 1992
(date of incorporation) to December 31, 1994 in conformity with
generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

Chicago, Illinois
March 11, 1996

F-1

<PAGE> 192

NORTH SHORE COMMUNITY BANCORP, INC.

Consolidated Statements of Condition

(in thousands, except share data)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
December 31,
March 31, --------------------------------
ASSETS 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C>

Cash and demand balances due from banks $ 3,739 3,772 2,042
Money market assets:
Interest-bearing deposits at banks 10,000 7,000 14,000
Federal funds sold 8,875 12,000 7,170
Investment securities:
Available-for-sale, at fair value 12,054 11,535 --
Held-to-maturity, at amortized cost (fair value of $9,101) -- -- 9,172

Loans 74,338 63,439 9,618
Less allowance for possible loan losses 510 440 50
- ----------------------------------------------------------------------------------------------------------------------
Loans, net 73,828 62,999 9,568

Accrued interest receivable 541 571 176
Premises and equipment, net 7,107 5,807 2,522
Deferred organization costs 232 252 327
Goodwill 56 57 59
Other assets 1,506 1,129 128
- ----------------------------------------------------------------------------------------------------------------------
Total assets $ 117,938 105,122 45,164
======================================================================================================================
LIABILITIES AND SHAREHOLDERS# EQUITY
- ----------------------------------------------------------------------------------------------------------------------
Deposits:
Noninterest-bearing 12,569 13,571 5,539
Interest-bearing 93,671 80,086 31,197
- ----------------------------------------------------------------------------------------------------------------------
Total deposits 106,240 93,657 36,736

Accrued interest payable 187 142 31
Other liabilities 104 195 147
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities 106,531 93,994 36,914

Shareholders' equity:
Common stock, no par value; stated value $1 per share; 400,000
shares authorized; 253,809, 246,855 and 196,980 shares issued
and outstanding at March 31, 1996, December 31, 1995 and 1994,
respectively 254 246 197
Convertible warrants, no par value, 5,000 shares authorized,
issued, and outstanding 25 25 25
Surplus 12,161 11,651 7,961
Undivided profits (deficit) (1,032) (795) 67
Net unrealized gain on securities available-for-sale (1) 1 --
- ----------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 11,407 11,128 8,250
- ----------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 117,938 105,122 45,164
======================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-2
<PAGE> 193

NORTH SHORE COMMUNITY BANCORP, INC.

Consolidated Statements of Operations

(in thousands)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Three months
ended March 31, Year ended Period ended
------------------------- December 31, December 31,
1996 1995 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees $ 1,350 279 2,649 72
Money market assets:
Interest-bearing deposits at banks 93 254 914 169
Federal funds sold 169 111 478 142
Investment securities 192 143 546 77
- ----------------------------------------------------------------------------------------------------------------------
Total interest income 1,804 787 4,587 460
- ----------------------------------------------------------------------------------------------------------------------
Interest expense:
Deposits 1,114 507 2,841 260
Term debt -- -- -- 16
- ----------------------------------------------------------------------------------------------------------------------
Total interest expense 1,114 507 2,841 276
- ----------------------------------------------------------------------------------------------------------------------
Net interest income 690 280 1,746 184

Provision for possible loan losses 79 60 428 50
- ----------------------------------------------------------------------------------------------------------------------
Net interest income after provision for possible loan losses 611 220 1,318 134
- ----------------------------------------------------------------------------------------------------------------------
Noninterest income:
Retail income 23 4 36 7
Fees on loans sold 117 16 196 --
Other income 9 6 32 29
- ----------------------------------------------------------------------------------------------------------------------
Total noninterest income 149 26 264 36
- ----------------------------------------------------------------------------------------------------------------------
Noninterest expense:
Salaries and other compensation 523 218 1,189 546
Net occupancy 73 21 124 43
Advertising and marketing 72 32 205 65
Data processing 57 29 143 36
Depreciation - furniture, fixtures and equipment 53 24 104 22
Amortization of organization costs and goodwill 21 17 77 24
Other 198 109 602 330
- ----------------------------------------------------------------------------------------------------------------------
Total noninterest expense 997 450 2,444 1,066
- ----------------------------------------------------------------------------------------------------------------------
Net loss $ (237) (204) (862) (896)
======================================================================================================================
Loss per share $ (0.95) (1.04) (4.29) (12.26)
======================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 194

NORTH SHORE COMMUNITY BANCORP, INC.

Consolidated Statements of Changes in Shareholders' Equity

(in thousands)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Net
unrealized
gain on
Undivided securities Total
Common Preferred Convertible profits available shareholders'
stock stock warrants Surplus (deficit) for sale equity
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

Initial Capital Contribution $ 1 500 25 -- -- -- 526

Redemption of 5,000 warrants -- -- (25) -- -- -- (25)

Reissuance of 2,500 warrants -- -- 13 -- -- -- 13

Issuance of 2,500 warrants -- -- 12 -- -- -- 12

Dividends paid -- -- -- -- (37) -- (37)

Initial offering 173 -- -- 7,497 1,000 -- 8,670

Capital issuance costs -- -- -- (13) -- -- (13)

Conversion of preferred
stock 23 (500) -- 477 -- -- --

Net loss -- -- -- -- (896) -- (896)
- -----------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1994 197 -- 25 7,961 67 -- 8,250

Common stock issuance 49 -- -- 3,690 -- -- 3,739

Net loss -- -- -- -- (862) -- (862)

Change in unrealized
gain on securities
available-for-sale, net of tax effect -- -- -- -- -- 1 1
- -----------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1995 246 -- 25 11,651 (795) 1 11,128

Common stock issuance 9 -- -- 557 -- -- 566

Repurchase of common stock (1) -- -- (47) -- -- (48)

Net loss -- -- -- -- (237) -- (237)

Change in unrealized
gain on securities
available-for-sale, net of tax effect -- -- -- -- -- (2) (2)
- -----------------------------------------------------------------------------------------------------------------------------

Balance at March 31, 1996 (unaudited) $ 254 -- 25 12,161 (1,032) (1) 11,407
=============================================================================================================================

</TABLE>

See accompanying notes to consolidated financial statements.

F-4

<PAGE> 195

NORTH SHORE COMMUNITY BANCORP, INC.

Consolidated Statements of Cash Flows

(in thousands)

<TABLE>
<CAPTION>
======================================================================================================================
Three months Year ended Period ended
ended March 31, December 31, December 31,
1996 1995 1995 1994
-------------------------
(unaudited)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating activities:
Net loss $ (237) (204) (862) (896)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 104 52 217 (38)
Provision for possible loan losses 79 60 428 50
Net accretion/amortization of investment securities (88) (121) (257) (67)
Increase in accrued interest receivable and other assets (345) (301) (1,372) (606)
Increase in other liabilities (46) (46) 159 235
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (533) (560) (1,687) (1,322)
- ----------------------------------------------------------------------------------------------------------------------
Investing activities:
Net decrease (increase) in interest-bearing deposits at banks (3,000) (10,465) 7,000 (14,000)
Net decrease (increase) in Federal funds sold 3,125 1,728 (4,830) (7,170)
Purchase of investment in Federal Reserve Bank stock -- -- (14) (198)
Purchases of investment securities (21,935) (2,844) (21,588) (8,907)
Maturity of investment securities 21,500 5,095 19,495 --
Purchase of premises and equipment (1,383) (471) (3,447) (2,625)
Net increase in loans (10,908) (7,612) (53,859) (9,618)
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (12,601) (14,569) (57,243) (42,518)
- ----------------------------------------------------------------------------------------------------------------------
Financing activities:
Net increase in deposits 12,583 14,631 56,921 36,736
Proceeds from issuance of common stock 566 -- 3,739 8,658
Proceeds from issuance of preferred stock -- -- -- 500
Proceeds from issuance of common stock warrants -- -- -- 25
Repurchase of common stock (48) -- -- --
Proceeds from issuance of long-term debt -- -- -- 1,400
Repayment of long-term debt -- -- -- (1,400)
Dividends paid -- -- -- (37)
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 13,101 14,631 60,660 45,882
- ----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (33) (498) 1,730 2,042
Cash and cash equivalents at beginning of period 3,772 2,042 2,042 --
- ----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 3,739 1,544 3,772 2,042
- ----------------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information--
Cash paid during the year for:
Interest $ 1,069 473 2,730 245
Income taxes -- -- -- --
======================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 196

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

North Shore Community Bancorp, Inc. (Bancorp) was incorporated on December
30, 1992. North Shore Community Bank and Trust Company (Bank) is a
subsidiary of Bancorp. The Bank commenced operations on September 14,
1994, operating under an Illinois state banking charter. The Bank
currently operates primarily in the Wilmette, Kenilworth, Glencoe and
Winnetka, Illinois areas.

The former North Shore Building Corporation (the Building Corporation) was
a wholly owned subsidiary of Bancorp that was merged into the Bancorp in
June 1995. The net assets of the Building Corporation were subsequently
contributed from the Bancorp to the Bank. The Building Corporation's
primary asset was the banking premises for the Bank.

The consolidated financial statements of Bancorp and its wholly owned
subsidiaries have been prepared in conformity with generally accepted
accounting principles and prevailing practices of the banking industry.
All material intercompany accounts and transactions have been eliminated in
the consolidated financial statements.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Actual
results may differ from those estimates.

The unaudited consolidated financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and
regulations. In the opinion of Bancorp, all adjustments necessary for a
fair presentation for the periods presented have been reflected and are of
a normal and recurring nature. Results of operations for the interim
periods are not necessarily indicative of the results to be expected for
the year.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation and
amortization. For financial reporting purposes, depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the related assets, ranging from five to ten years for
equipment and thirty-nine years for buildings. Additions to the premises
are capitalized. Maintenance and repairs are charged to expense as
incurred.

F-6
<PAGE> 197

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

INCOME TAXES

Bancorp files consolidated Federal and state income tax returns which
include the subsidiaries. The subsidiaries provide for income taxes on a
separate return basis and remit to Bancorp amounts determined to be
currently payable. Tax benefits attributable to losses are recognized and
allocated to the extent that such losses can be utilized in the
consolidated return.

Bancorp and subsidiaries record income taxes under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.

ORGANIZATION COSTS

Organization costs consist primarily of professional fees and other
start-up costs and are being amortized over five years.

INTANGIBLE ASSETS

Goodwill, representing the cost in excess of the fair value of net assets
acquired by Wintrust Investments, Inc. is amortized on a straight-line
basis over a period of fifteen years.

CASH EQUIVALENTS

For purposes of the consolidated statement of cash flows, Bancorp considers
all cash on hand, cash items in the process of collection, and amounts due
from correspondent banks to be cash equivalents.

LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

Loans are recorded at the principal amount outstanding. The allowance for
possible loan losses is maintained at a level adequate to provide for
potential loan losses. The Bank receives loan fees for loans originated by
the Bank, as well as for loan referrals. Fees associated with loans
originated by the Bank are deferred and amortized over the life of the
loans as an adjustment of yield using the interest method. Loan fees for
referrals are recognized as income when received.

On January 1, 1995, Bancorp adopted Financial Accounting Standards Board
Statement No. 114, "Accounting by Creditors for Impairment of a Loan"
(Statement 114), as amended by Statement No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures" (Statement
118). Under Statement 114, impaired loans are reported at the present
value of expected future cash flows at the loan's effective interest rate,
and the loan's observable market price or fair value of the collateral, if
the loan is collateral dependent. The impact of the adoption of Statements
114 and 118 was not material to the Bancorp.

(Continued)

F-7

<PAGE> 198

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

INVESTMENT SECURITIES

Investment securities are accounted for by applying the provisions of
Statement of Financial Accounting Standards No. 115, Accounting of Certain
Investments in Debt and Equity Securities (Statement 115). Under Statement
115, the Bank can classify securities in one of three categories: trading,
held-to-maturity, or available-for-sale. Trading securities are bought
principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities in which the Bank has the
ability and intent to hold the security until maturity. All other
securities are classified as available-for-sale as they may be sold prior
to maturity.

Held-to-maturity securities are stated at amortized cost which represents
actual cost adjusted for amortization of premium and accretion of discount
using methods that generally approximate the effective interest method.
Available-for-sale securities are stated at fair value. Unrealized holding
gains and losses on available-for-sale securities, net of related taxes,
are excluded from earnings and reported as a separate component of
shareholders' equity until realized. A decline in the market value of any
available-for-sale or held-to-maturity security below cost, that is deemed
to be other than temporary, is charged to earnings. Gains or losses on the
sale of securities are recorded on a completed transaction basis using
specific identification and are reflected in the accompanying statements of
operations as part of other noninterest income.

Trading account securities are stated at fair value. Trading account gains
and losses from closing positions and from changes in market values of the
trading inventory are reflected in the accompanying statement of operations
as part of other noninterest income. Bancorp did not maintain any trading
account securities in 1995 or 1994.

A decline in the market value of any available-for-sale or held-to-maturity
security below cost that is deemed other than temporary is charged to
earnings resulting in the establishment of a new cost basis for the
security. Dividend and interest income are recognized when earned.
Realized gains and losses for securities classified as available-for-sale
and held-to-maturity are included in earnings and are derived using the
specific identification method for determining the cost of securities sold.

RECLASSIFICATION

Certain amounts in the prior years' financial statements have been
reclassified to conform to the current year presentation.

(2) TERM DEBT

The Bancorp and subsidiaries borrowed $1,400,000 to fund the purchase of
real estate and cover initial start up expenses. This debt was paid off
prior to December 31, 1994 with proceeds Bancorp received through the
issuance of common shares in the private placement offering (see note 12).

(Continued)

F-8

<PAGE> 199

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

(3) INVESTMENT SECURITIES

The following tables represent amortized cost, gross unrealized gains and
losses, and fair value for the investment securities at December 31, 1995
and 1994. These tables are by contractual maturity which may differ from
actual maturities because borrowers may have the right to call or repay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
===================================================================================
December 31, 1995
-------------------------------------------------
Gross Gross Approximate
Amortized unrealized unrealized market
cost gains losses value
- -----------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Available-for-sale:
Federal Agencies - due in
one year or less $8,974 - (3) 8,971
Corporate notes - due in one
year or less 497 2 - 499
Corporate notes - due in one
to five years 1,501 3 (1) 1,503
Common Stock - Libertyville
Bancorp, Inc. 350 - - 350
Federal Reserve Bank stock 212 - - 212
- -----------------------------------------------------------------------------------
$11,534 5 (4) 11,535
===================================================================================
</TABLE>

<TABLE>
<CAPTION>
===================================================================================
December 31, 1994
---------------------------------------------------
Gross Gross Approximate
Amortized unrealized unrealized market
cost gains losses value
- -----------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Held-to-maturity:
Federal Agencies - due in
one year or less $8,974 - (71) 8,903
Federal Reserve Bank stock 198 - - 198
- -----------------------------------------------------------------------------------
$9,172 - (71) 9,101
===================================================================================
</TABLE>

There were no sales of investment securities in 1995 or 1994 and,
accordingly, there were no realized gains or losses on sales of investment
securities. At December 31, 1995, securities having a carrying value of
$5,977,000 were pledged as collateral for public deposits. There were no
pledged securities at December 31, 1994.

(Continued)

F-9

<PAGE> 200

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

The Financial Accounting Standards Board's (FASB's) issuance of A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in
Debt & Equity Securities, permitted the transfer of securities from the
Held to Maturity classification to the Available for Sale classification
during the period from November 15, 1995 to December 31, 1995, with no
recognition of any related unrealized gain or loss in current earnings. On
December 29, 1995, the Bancorp's portfolio of securities Held to Maturity
was transferred, in its entirety, to the securities Available for Sale
classification. The carrying amount of the securities and the net
unrealized gain related to the transfer were $11,534,000 and $1,000,
respectively.

(4) LOANS

A summary of the loan portfolio by category at December 31, 1995 and 1994
is as follows:

<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------
<S> <C> <C>
(in thousands)

Commercial $20,344 3,551
Home equity 19,121 5,175
Residential 8,557 465
Installment 15,417 427
- -----------------------------------------------------------------------------------
$63,439 9,618
===================================================================================
</TABLE>

Certain officers and directors of Bancorp and its subsidiaries and certain
corporations and individuals related to such persons incurred indebtedness
totaling approximately $1,298,000 in the form of loans from the Bank.
These loans were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other borrowers.

(Continued)

F-10

<PAGE> 201

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

(5) ALLOWANCE FOR POSSIBLE LOAN LOSSES

A summary of the changes in the allowance for possible loan losses for the
periods ending December 31, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Allowance at beginning of period $ 50 -
Provision 428 50
Charge-offs (38) -
Recoveries - -
- -----------------------------------------------------------------------------------
Allowance at end of period $440 50
===================================================================================
</TABLE>

The provision for possible loan losses is charged to operations and
recognized loan losses (recoveries) are charged (credited) to the allowance
for possible loan losses. At December 31, 1995, non-accrual loans had a
carrying value approximating $519,000. The recorded investment in loans
considered to be impaired loans under Statement 114, at December 31, 1995,
approximated $492,000 for which no specific allowance for loan losses was
required in accordance with Statement 114.

(6) PREMISES AND EQUIPMENT, NET

A summary of premises and equipment at December 31, 1995 and 1994 is as
follows:

<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Land $ 666 189
Buildings 3,830 1,830
Furniture and equipment 1,031 542
Leasehold improvements 480 -
- -----------------------------------------------------------------------------------
6,007 2,561
Less accumulated depreciation
and amortization 200 39
- -----------------------------------------------------------------------------------
$5,807 2,522
===================================================================================
</TABLE>

(Continued)

F-11

<PAGE> 202

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

(7) TIME DEPOSITS

Certificates of deposit in amounts of $100,000 or more approximated
$20,069,000 and $2,400,000 at December 31, 1995 and 1994, respectively. For
the periods ended December 31, 1995 and 1994, interest expense related to
these deposits approximated $584,000 and $16,000, respectively.

(8) LEASE EXPENSE AND OBLIGATIONS

Gross rental expense for all noncapitalized leases was $11,000 in 1995.
Rental income was $26,000 in 1995. Lease commitments are primarily for
office space. Minimum gross rental commitments as of December 31, 1995 for
all noncancelable leases are as follows:
- --------------------------------------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
1996 $ 106
1997 168
1998 173
1999 179
2000 185
2001 and thereafter 651
- -----------------------------------------------------------------------------------
Total minimum future rentals $ 1,462
===================================================================================
Minimum gross rental income as of December
31, 1995 for all noncancelable leases are as
follows:
- -----------------------------------------------------------------------------------
(in thousands)

1996 $ 23
1997 24
1998 25
1999 26
2000 27
2001 and thereafter 45
- -----------------------------------------------------------------------------------
Total minimum future rentals $ 170
===================================================================================
</TABLE>

(9) INCOME TAXES

The Bancorp had no Federal or state income tax expense in the years ended
December 31, 1995 and 1994.

(Continued)

F-12

<PAGE> 203

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

Income taxes for 1995 and 1994 differ from the expected tax expense for
those years (computed by applying the applicable statutory U.S. Federal
income tax rate of 34% to income before income taxes) as a result of the
following:

<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Computed "expected" income tax expense $ (293) (263)
Increase (decrease) in tax resulting from:
Valuation allowance for deferred tax assets 347 262
Other, net (54) 1
- -----------------------------------------------------------------------------------
$ - -
===================================================================================

The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
tax liabilities at December 31, 1995 and 1994 are presented
below:
- -----------------------------------------------------------------------------------

1995 1994
- -----------------------------------------------------------------------------------
(in thousands)
Deferred tax assets:
Startup costs $ 114 140
Federal net operating loss carryforward 766 264
State net operating loss carryforward 183 56
Other, net 3 -

Total gross deferred tax assets 1,066 460
Valuation allowance 693 346
- -----------------------------------------------------------------------------------
Total net deferred tax assets 373 114
===================================================================================

Deferred tax liabilities:
Allowance for possible loan losses 30 33
Premises and equipment, due to
differences in depreciation 41 1
Accrual to cash adjustment 252 58

Other, net 50 22
- ---------------------------------------------------------------------------------
Total gross deferred tax liabilities 373 114
- ---------------------------------------------------------------------------------
Net deferred tax assets $ - -
=================================================================================
</TABLE>

(Continued)

F-13

<PAGE> 204

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

At December 31, 1995, Bancorp had Federal net operating losses of
approximately $2,253,000, and state net operating losses of approximately
$2,555,000. Such amounts are available for carryforward to offset future
taxable income and expire in 2009-2010. The realization of such deferred
tax assets in future years is uncertain due to the lack of a sufficient tax
history. As a result, a valuation allowance has been recognized for the
portion of the net operating loss carryforwards not offset by deferred tax
liabilities.

(10) COMPENSATION PLANS

Effective September 16, 1994 upon shareholder approval, Bancorp adopted a
Stock Option Plan (Plan) which provides options to purchase an aggregate of
up to 31,500 shares of Bancorp's common stock at the fair market value of
the stock on the date the option is granted. The Plan permits the grant of
incentive stock options, nonqualified stock options, and restricted stock.
It covers certain key employees of Bancorp. The incentive and nonqualified
options expire at such time as the Stock Option Committee shall determine
at the time of grant; however, in no case shall they be exercisable later
than ten years after the grant. These options generally vest 10% in the
first year subsequent to the grant, 10% in the second year subsequent to
the grant, 20% in the year in which the Company attains certain
profitability levels, and 20% in each year thereafter.

A summary of the activity in the Plan for 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
=================================================================================
Common Range of
Shares Strike Prices
- ---------------------------------------------------------------------------------
<S> <C> <C>

Beginning balance at December 30, 1992 - -
Granted 23,000 $50.00
Exercised - -
Forfeited or canceled - -
- ---------------------------------------------------------------------------------
Outstanding at December 31, 1994 23,000 $50.00

Granted 6,100 $60.00-$75.00
Exercised - -
Forfeited or canceled - -
- ---------------------------------------------------------------------------------
Outstanding at December 31, 1995 29,100 $50.00-$75.00
- ---------------------------------------------------------------------------------
Available for grant at December 31, 1995 2,400
=================================================================================
</TABLE>

(Continued)

F-14

<PAGE> 205

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

In December 1995, the Board of Directors approved the granting of 9,614
additional common stock options to employees and certain directors of the
Company. The grants are subject to the approval of the stockholders to
increase the number of authorized shares under the Plan by 20,000 to
accommodate such grants. Stockholder approval was requested in March 1996
and is pending final vote.

During 1995, Bancorp provided a 401(k) Retirement Savings Plan (401(k)
Plan). The 401(k) Plan covers all employees meeting certain eligibility
requirements. Contributions by employees are made through salary
reductions at their direction, limited to $9,240 annually. Employer
contributions to the 401(k) Plan are made at the employer's discretion.
Participants completing 501 hours of service are eligible to share in an
allocation of employer contributions. No employer contributions were made
in 1995.

(11) REGULATORY RESTRICTIONS

Banking laws place restrictions upon the amount of dividends which can be
paid to Bancorp by the subsidiaries. Based on these laws, the Bank is not
permitted to pay dividends until such time as any previous operating
losses have been recovered through earnings. No cash dividends were paid
to Bancorp by the subsidiaries during the periods ended December 31, 1995
and 1994.

The Bank is required to maintain a 9% of capital to asset ratio for three
years as a de novo Bank.

The Bank is required by the Federal Reserve Act to maintain reserves
against deposits. Reserves are held either in the form of vault cash or
balances maintained with the Federal Reserve Bank and are based on average
daily deposit balances and statutory reserve ratios prescribed by the type
of deposit account. At December 31, 1995 and 1994, reserve balances of
approximately $357,000 and $25,000, respectively, were required.

(12) SHAREHOLDERS' EQUITY

Bancorp was incorporated on December 30, 1992 and initially capitalized
through the issuance of 1,000 no par common shares at $1 each; 10,000 no
par preferred convertible shares at $50 each; and 5,000 no par common
stock series A warrants at $5 each. Each series A warrant entitles the
holder to acquire one share of common stock at a purchase price of $50.

Subsequent to the initial capitalization, in 1994, Bancorp raised an
additional $8,670,000 through the private placement issuance of 173,480 no
par common shares. During the initial period of operations, Bancorp
allocated $1,000,000 of the initial surplus to undivided profits to cover
initial operating expenditures.

The 10,000 preferred shares initially outstanding were exchanged for
22,500 common shares of the Bancorp common stock. The preferred stock
received was retired by the Bancorp.

(Continued)

F-15

<PAGE> 206

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

The Bancorp also has a stock rights plan for certain key employees and
Directors. Each stock right entitles the holder to purchase one share
of the Bancorp's common stock for $40.00 per share. The plan was
adopted on December 1, 1993 and expires on December 1, 2003. The plan
provides for the issuance of a total of 20,000 such rights. All of the
stock rights have been awarded. As of December 31, 1995, none of the
stock rights have been exercised.

Because of growth, during 1995, the Bancorp authorized the issuance of
53,334 shares of common stock at $75 per share. As of December 31,
1995, this issuance resulted in an additional 49,875 shares sold,
resulting in proceeds of approximately $3.7 million.

(13) COMMITMENTS AND CONTINGENT LIABILITIES

Bancorp is subject to routine litigation arising in the normal course
of their business. In the opinion of management after consultation
with legal counsel, liabilities arising from these proceedings, if
any, are not expected to be material to Bancorp's financial position.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bancorp's exposure to credit loss in the event of nonperformance
by the other party to the financial instruments for loan commitments
to extend credit and letters of credit is represented by the
contractual amounts of these instruments. The Bancorp uses the same
credit policies in making loan commitments as it does for on-balance
sheet loans.

Financial instruments whose contract amount represent credit risk at
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
=================================================================================
(in thousands)
<S> <C>
Commitments to extend credit $ 26,137
Letters of credit 405
- ---------------------------------------------------------------------------------
</TABLE>

Loan commitments to extend credit are agreements to lend to a customer
as long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements. Collateral held varies but may include residential real
estate, accounts receivable, inventory, property, plant and equipment,
and income-producing commercial properties.

(Continued)

F-16

<PAGE> 207

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

Letters of credit written are conditional commitments issued by the
Bancorp to guarantee the performance of a customer to a third party and
are subject to the same credit review and approval process as loans.

(14) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and
estimated fair values of Bancorp's financial instruments at
December 31, 1995. Financial Accounting Standards Board
Statement No. 107, Disclosures about Fair Value of Financial
Instruments, defines the fair value of a financial
instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties.

<TABLE>
<CAPTION>
Carrying Fair
value value
- ---------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Financial assets:
Cash and demand balances due from banks $3,772 3,772
Interest-bearing deposits at banks 7,000 7,000
Federal funds sold 12,000 12,000
Available-for-sale securities 11,535 11,535
Loans 63,439 63,486
Allowance for possible loan losses (440) (440)
Accrued interest receivable 571 571
Financial liabilities:
Non-maturity deposits 43,456 43,456
Deposits with stated maturities 50,201 50,658
Accrued interest payable 142 142
- ---------------------------------------------------------------------------------
</TABLE>

Cash and demand balances due from banks and Federal funds sold: The
carrying value of cash and demand balances due from banks and Federal funds
sold approximates fair value due to the short maturity of those
instruments.

Interest-bearing deposits at banks and securities: Fair values of these
instruments are based on quoted market prices of comparable assets.

Loans: Fair values are estimated for portfolios of loans with similar
financial characteristics. Loans are analyzed by type such as commercial,
residential real estate, etc. Each category of loans is further segmented
into fixed and variable interest rate terms.

(Continued)

F-17

<PAGE> 208

NORTH SHORE COMMUNITY BANCORP, INC.

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

For variable-rate loans that reprice frequently, estimated fair values
are based on carrying values. The fair value of residential real estate
loans is based on secondary market sources for securities backed by
similar loans, adjusted for differences in loan characteristics. The
fair value for other loans is estimated by discounting scheduled cash
flows through the estimated maturity using estimated market discount
rates that reflect the credit and interest rate inherent in the loan.

Accrued interest receivable and accrued interest payable: The carrying
value of accrued interest receivable and accrued interest payable
approximates market value due to the relatively short period of time to
expected realization.

Deposit liabilities: The fair value of deposits with no stated
maturity, such as non-interest bearing deposits, savings, NOW accounts
and money market accounts, is equal to the amount payable on demand as
of year-end (i.e. the carrying value). The fair value of certificates
of deposit is based on the discounted value of contractual cash flows.
The discount rate is estimated using the rates currently in effect for
deposits of similar remaining maturities.

Commitments to extend credit and standby letters of credit: The fair
value of commitments to extend credit is based on fees currently charged
to enter into similar arrangements, the remaining term of the agreement,
the present creditworthiness of the counterparty, and the difference
between current interest rates and committed interest rates on the
commitments. Because most of Bancorp's commitment agreements were
recently entered into and/or contain variable interest rates, the
carrying value of Bancorp's commitments to extend credit approximates
fair value.

(15) EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF THE
INDEPENDENT AUDITOR'S REPORT

The Board of Directors have approved a proposed Agreement and Plan of
Reorganization (Agreement) by and among Bancorp, Hinsdale Bancorp, Inc.,
Lake Forest Bancorp, Inc., Libertyville Bancorp, Inc. and Crabtree
Capital Corporation (the Constituents) with North Shore Community
Bancorp, Inc. as the Resulting Corporation. As a part of the merger,
North Shore Community Bancorp, Inc. will be renamed to "WINTRUST
FINANCIAL CORPORATION" (WINTRUST). Pursuant to the Agreement, common
stock of WINTRUST will be exchanged for the outstanding shares of common
stock of the Constituents based upon exchange ratios specified in the
Agreement. The proposed transaction is contemplated to be accounted for
as a pooling of interests transaction and is subject to shareholder and
regulatory approval.

F-18
<PAGE> 209
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Stockholders of Lake Forest
Bancorp, Inc. and Subsidiary:

We have audited the accompanying consolidated statements of condition
of Lake Forest Bancorp, Inc. and subsidiary (Bancorp) as of December
31, 1995 and 1994, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for each of
the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of Bancorp's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Lake Forest Bancorp, Inc. and subsidiary as of December 31, 1995 and
1994, and the results of their operations and their cash flows for the
each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

Chicago, Illinois
March 1, 1996

F-19

<PAGE> 210
LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Consolidated Statements of Condition

(in thousands, except share data)

<TABLE>
<CAPTION>
December 31,
March 31, ----------------------------
ASSETS 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C>
Cash and demand balances due from banks $ 4,291 3,680 6,379
Money market assets:
Interest-bearing deposits at banks 100 21,100 16,699
Federal funds sold 18,855 13,100 7,135
Investment securities:
Held-to-maturity, at amortized cost (fair value of
$4,988 in 1996, $4,959 in 1995 and $29,270 in 1994) 5,002 5,002 29,984
Available-for-sale, at fair value 57,465 33,890 5,917
Loans 121,055 110,673 70,258
Less allowance for possible loan losses 950 938 642
- --------------------------------------------------------------------------------------------------------------------
Net loans 120,105 109,735 69,616

Premises and equipment, net 8,098 8,144 7,222
Goodwill 44 45 47
Other assets 2,390 2,444 1,156
- --------------------------------------------------------------------------------------------------------------------
Total assets $ 216,350 197,140 144,155
====================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------------------------------------------
Deposits:
Noninterest-bearing 17,094 16,930 13,787
Interest-bearing 182,927 164,256 112,280
- --------------------------------------------------------------------------------------------------------------------

Total deposits 200,021 181,186 126,067
Accrued interest and other expenses 313 339 182
Short-term debt 3,952 3,952 2,742
Repurchase agreements -- -- 5,022
Treasury tax and loan 631 528 694
Other liabilities 338 221 24
- --------------------------------------------------------------------------------------------------------------------
Total liabilities 205,255 186,226 134,731
- --------------------------------------------------------------------------------------------------------------------

Stockholders' equity
Common stock $1 par value; 200,000 shares authorized;
160,810, 160,605, and 158,993 shares issued and outstanding
at March 31, 1996, December 31, 1995 and 1994, respectively 161 161 159
Convertible preferred stock no par value; 7,500 shares authorized;
1,700 shares issued and outstanding 3 3 3
Surplus 9,549 9,533 9,406
Undivided profit (loss) 1,185 1,007 (8)
Net unrealized gain (loss) - securities available-for-sale,
net of tax 197 210 (136)
- --------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 11,095 10,914 9,424
- --------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 216,350 197,140 144,155
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-20
<PAGE> 211
LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Consolidated Statements of Operations

(in thousands, except per share data)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Three months ended
March 31, Year ended December 31,
------------------- ----------------------------
1996 1995 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C> <C>

Interest income:
Loans, including fees $ 2,434 1,619 8,058 4,412 2,419
Money market assets:
Interest-bearing deposits at banks 148 348 1,330 555 258
Federal funds sold 204 197 876 361 239
Investment securities 659 501 1,916 1,380 827
- ----------------------------------------------------------------------------------------------------------------

Total interest income 3,445 2,665 12,180 6,708 3,743
- ----------------------------------------------------------------------------------------------------------------

Interest expense:
Deposits 2,124 1,630 7,473 3,744 1,904
Short-term debt 76 62 276 87 35
- ----------------------------------------------------------------------------------------------------------------

Total interest expense 2,200 1,692 7,749 3,831 1,939
- ----------------------------------------------------------------------------------------------------------------

Net interest income 1,245 973 4,431 2,877 1,804

Provision for possible loan losses 110 63 301 240 240
- ----------------------------------------------------------------------------------------------------------------

Net interest income after provision for possible
loan losses 1,135 910 4,130 2,637 1,564
- ----------------------------------------------------------------------------------------------------------------

Noninterest income:
Service charges on deposits 34 32 146 105 92
Fees on loans sold 68 28 349 275 551
Gain on sale of securities 18 - - 21 23
Trust fees 115 78 399 202 92
Other 23 11 221 46 25
- ----------------------------------------------------------------------------------------------------------------

Total noninterest income 258 149 1,115 649 783
- ----------------------------------------------------------------------------------------------------------------

Noninterest expense:
Salaries and other compensation 620 478 2,283 1,436 1,179
Net occupancy 124 89 394 223 190
Advertising 34 58 234 152 106
Data processing 96 70 314 211 158
Depreciation - furniture and equipment 70 46 236 132 66
Insurance 18 85 222 239 151
Other 171 143 719 385 297
- ----------------------------------------------------------------------------------------------------------------

Total noninterest expense 1,133 969 4,402 2,778 2,147
- ----------------------------------------------------------------------------------------------------------------

Net income before income taxes 260 90 843 508 200

Income tax expense/(benefit) 82 - (172) - -
- ----------------------------------------------------------------------------------------------------------------

Net income $ 178 90 1,015 508 200
================================================================================================================

Earnings per share $ 1.01 0.54 5.95 3.05 1.32
================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-21
<PAGE> 212
LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders' Equity

(in thousands)

<TABLE>
<CAPTION>
=========================================================================================================================
Net
unrealized
gain (loss)
on
Undivided securities Total
Common Preferred profits available stockholders'
stock stock Surplus (loss) for sale equity
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Balance at December 31, 1992 $ 126 3 6,819 (716) - 6,232

Common stock issuance 32 - 2,550 - - 2,582

Net income - - - 200 - 200

Change in unrealized gain on securities
available-for-sale, net of tax effect of $8 - - - - 16 16
- -------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1993 158 3 9,369 (516) 16 9,030

Common stock issuance 1 - 37 - - 38

Net income - - - 508 - 508

Change in unrealized gain on securities
available-for-sale, net of tax effect of $53 - - - - (152) (152)
- -------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1994 159 3 9,406 (8) (136) 9,424

Common stock issuance 2 - 127 - - 129

Net income - - - 1,015 - 1,015

Change in unrealized gain on securities
available-for-sale, net of tax
effect of $108 - - - - 346 346
- -------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1995 161 3 9,533 1,007 210 10,914

Common stock issuance - - 16 - - 16

Net income - - - 178 - 178

Change in unrealized gain on securities
available-for-sale, net of tax effect of $6 - - - - (13) (13)
- -------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1996 (unaudited) $ 161 3 9,549 1,185 197 11,095
=========================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-22

<PAGE> 213
LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Consolidated Statements of Cash Flows

(in thousands)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, Year ended December 31,
------------------ ------------------------------------
1996 1995 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income $ 178 90 1,015 508 200
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for possible loan losses 110 63 301 240 240
Depreciation and amortization 116 90 413 194 141
Deferred income taxes (82) - 9 - -
Gain on sales of investment securities, net (18) - - (21) (23)
Amortization of goodwill 1 1 2 2 2
Net accretion/amortization of investment securities (127) 10 (219) 139 276
Net increase in other assets 143 (464) (1,296) (519) (293)
Increase (decrease) in accrued interest and other liabilities 91 (24) 246 148 (9)
- ------------------------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities 412 (234) 471 691 534
- ----------------------------------------------------------------------------------------------------------------------------------
- --

Cash flows from investing activities:
Net increase (decrease) in interest-bearing deposits at banks 21,000 (19,000) (4,401) (10,500) 3,801
Net decrease (increase) in federal funds sold (5,755) (1,205) (5,965) 6,520 (6,142)
Purchase of Federal Reserve Bank stock - - (26) (36) (136)
Purchase of premises and equipment (70) (233) (1,335) (2,971) (2,768)
Proceeds from sale of investment securities, available for sale 126 - 5,006 4,944 6,140
Proceeds from maturities of investment securities, held to maturity - 17,500 20,000 23,500 14,955
Proceeds from maturities of investment securities, available for sale 61,969 10,525 80,234 8,900 (39,157)
Purchases of investment securities, held to maturity - - - (43,853) -
Purchases of investment securities, available for sale (85,545) (24,849) (107,533) (5,646) -
Net increase in loans (10,480) (6,810) (40,420) (24,807) (22,280)
- ----------------------------------------------------------------------------------------------------------------------------------

Net cash used in investing activities (18,755) (24,072) (54,440) (43,949) (45,587)
- ----------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
Net increase in deposits 18,835 25,551 55,119 44,615 38,456
Net increase (decrease) in treasury tax and loan 103 (412) (166) 92 369
Net decrease (increase) in securities sold under agreement to
repurchase - (5,022) (5,022) (22) 5,044
Net proceeds from issuance of common stock 16 41 129 38 2,582
Increase in short-term debt - 180 1,210 2,742 -
Repayment of short-term debt - - - - (600)
- ----------------------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities 18,954 20,338 51,270 47,465 46,451
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents 611 (3,968) (2,699) 4,207 1,398
Cash and cash equivalents at beginning of year 3,680 6,379 6,379 2,172 1,374
- ----------------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of year $ 4,291 2,411 3,680 6,379 2,772
==================================================================================================================================

Supplemental disclosures of cash flow information -
cash paid during the year for:
Interest $ 2,226 1,653 7,592 3,690 1,951
Income taxes - - - - -
==================================================================================================================================

</TABLE>
See accompanying notes to consolidated financial statements.

F-23
<PAGE> 214

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

- --------------------------------------------------------------------------------

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of Lake Forest Bancorp, Inc.,
(Bancorp) and its wholly owned subsidiary, Lake Forest Bank and Trust
Company (the Bank) have been prepared in conformity with generally accepted
accounting principles and prevailing practices of the banking industry.
All material intercompany accounts and transactions have been eliminated in
the consolidated financial statements.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation and
amortization. For financial reporting purposes, depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the related assets ranging from five to ten years for
equipment and the lesser of the useful life or life of the lease for
premises and leasehold improvements. Additions to premises are
capitalized. Maintenance and repairs are charged to expense as incurred.

INCOME TAXES

The Bancorp files consolidated Federal and state income tax returns which
include the Bank. The Bank provides for income taxes on a separate return
basis and remits to Bancorp amounts determined to be currently payable.
Tax benefits attributable to losses are recognized and allocated to the
extent that such losses can be utilized in the consolidated return.

Bancorp and the Bank record income taxes under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.

(Continued)

F-24

<PAGE> 215

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

CASH EQUIVALENTS

For purposes of the consolidated statement of cash flows, Bancorp considers
all cash on hand, cash items in the process of collection, and amounts due
from correspondent banks to be cash equivalents.

INTANGIBLE ASSETS

Goodwill, representing the cost in excess of the fair value of net assets
acquired from Crabtree Trust Company is amortized on a straight-line basis
over a period of 25 years.

LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

Loans are recorded at the principal amount outstanding. The allowance for
possible loan losses is maintained at a level adequate to provide for
potential loan losses. The Bank receives loan fees for loans originated by
the Bank, as well as for loan referrals. Fees associated with loans
originated by the Bank are deferred and amortized over the life of the loan
as an adjustment of yield using the interest method. Loan fees for
referrals are recognized as income when received.

On January 1, 1995, Bancorp adopted Financial Accounting Standards Board
Statement No. 114, Accounting by Creditors for Impairment of a Loan
(Statement 114), as amended by Statement No. 118, Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures (Statement
118). Under Statement 114, impaired loans are reported at the present
value of expected future cash flows at the loan's effective interest rate,
and the loan's observable market price or fair value of the collateral, if
the loan is collateral dependent. The impact of the adoption of Statements
114 and 118 was not material to the Bancorp.

On January 1, 1996, the Bancorp adopted Financial Accounting Standards
Board Statement No. 122, Accounting for Mortgage Servicing Rights, an
amendment to FASB Statement No. 65 (Statement 122). Statement 122 provides
guidance for the recognition of mortgage servicing rights as a separate
asset when servicing mortgage loans for others, regardless of how those
rights are acquired. Also, Statement No. 122 requires the measurement of
impairment of those servicing rights based upon the difference between the
carrying amount of the servicing rights and their current fair value with a
valuation allowance utilized to account for the difference. The impact of
the adoption of Statement 122 is not expected to be material to the
Bancorp.

INVESTMENT SECURITIES

(Continued)

F-25

<PAGE> 216

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

Held-to-maturity securities are stated at amortized cost which represents
actual cost adjusted for amortization of premium and accretion of discount
using methods that generally approximate the effective interest method.
Available-for-sale securities are stated at fair value. Unrealized holding
gains and losses on available-for-sale securities, net of related taxes,
are excluded from earnings and reported as a separate component of
stockholders' equity until realized. A decline in the market value of any
available-for-sale or held-to-maturity security below cost, that is deemed
to be other than temporary, is charged to earnings. Gains or losses on the
sale of securities are recorded on a completed transaction basis using
specific identification and are reflected in the accompanying statements of
operations as part of other noninterest income.

A decline in the market value of any available-for-sale or held-to-maturity
security below cost that is deemed other than temporary is charged to
earnings, resulting in the establishment of a new cost basis for the
security. Dividend and interest income are recognized when earned.
Realized gains and losses for securities classified as available-for-sale
and held-to-maturity are included in earnings and are derived using the
specific identification method for determining the cost of securities sold.

TRUST ASSETS

Assets held by the Bancorp in fiduciary or agency capacity for customers
are not included in the consolidated financial statements as such are not
assets of Bancorp or its subsidiary. Fee income is recognized on an
accrual basis for financial reporting purposes.

PER SHARE DATA

Earnings per share are calculated by dividing net income by the weighted
average number of shares of common stock and common stock equivalents
outstanding during each period.

RECLASSIFICATION

Certain amounts in the prior years' financial statements have been
reclassified to conform to the current year presentation.

(2) SHORT-TERM DEBT

On December 30, 1993 the Bancorp entered into a revolving loan agreement
with an unaffiliated bank allowing the Bancorp to borrow up to $3,500,000.
This agreement was amended on June 30, 1995 to allow the Bancorp to borrow
up to $5,000,000. The loan is secured by 100% of the common stock of the
Bank. Borrowings under the agreement bear interest at the prime rate and
will be due quarterly. The final maturity date for the agreement is
December 31, 1996. At

(Continued)

F-26

<PAGE> 217

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

December 31, 1995 and 1994, a total of $3,952,000 and $2,742,000,
respectively, had been drawn under the agreement. The Bank pays a 1/4 of
1% per annum commitment fee on amounts undrawn.

(3) INVESTMENT SECURITIES

The following table represents amortized cost, gross unrealized gains and
losses, and fair value for the investment securities held-to-maturity and
available-for-sale at December 31, 1995 and 1994. This table is by
contractual maturity which may differ from actual maturities because
borrowers may have the right to call or repay obligations with or without
call or prepayment penalties.

<TABLE>
<CAPTION>
================================================================================

December 31, 1995
------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
- --------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Held-to-maturity -
U.S. Treasury - due
in one to five years $ 5,002 - (43) 4,959
- --------------------------------------------------------------------------------------
Total securities held-to-maturity 5,002 - (43) 4,959

- --------------------------------------------------------------------------------------

Available-for-sale:
Federal agencies - due in one
year or less 10,486 - (5) 10,481
Federal agencies - due in one
to five years 2,503 - (12) 2,491
Corporate notes - due in one
year or less 14,599 14 (3) 14,610
Corporate notes - due in one
to five years 4,032 17 (4) 4,045
Common stock - Hinsdale
Bancorp, Inc. 638 111 - 749
Common stock - North Shore
Community Bancorp, Inc. 648 200 - 848
Common stock - Libertyville
Bancorp, Inc. 350 - - 350
Federal Reserve Bank stock 316 - - 316
- --------------------------------------------------------------------------------------

Total securities available-for-sale 33,572 342 (24) 33,890
- --------------------------------------------------------------------------------------

Total investment securities $ 38,574 342 (67) 38,849
======================================================================================
</TABLE>

(Continued)

F-27

<PAGE> 218

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
========================================================================================

December 31, 1994
-------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
- ----------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Held-to-maturity:
U.S. Treasury - due
in one to five years $ 10,009 - (494) 9,515
Federal agencies -
due in one year or less 19,975 8 (228) 19,755
- ----------------------------------------------------------------------------------------
Total securities held-to-maturity 29,984 8 (722) 29,270
- ----------------------------------------------------------------------------------------

Available-for-sale:
Corporate notes - due in one
year or less 700 1 - 701
Corporate notes - due in one
to five years 4,208 19 (155) 4,072
Common stock - Hinsdale
Bancorp, Inc. 454 - - 454
Common Stock - North Shore
Community Bancorp, Inc. 400 - - 400
Federal Reserve Bank stock 290 - - 290
- ----------------------------------------------------------------------------------------

Total securities available-for-sale 6,052 20 (155) 5,917
- ----------------------------------------------------------------------------------------

Total investment securities $ 36,036 28 (877) 35,187
========================================================================================
</TABLE>

During 1995 and 1994, the Bancorp had gross realized gains on sales of
investment securities classified as available-for-sale of $226 and $21,000,
respectively. During 1993, the Bancorp had gross realized gains on sales
of investment securities of $46,000 and gross realized losses of $23,000,
resulting in a net gain of $23,000. At December 31, 1995 and 1994,
investment securities having a carrying value of $20,982,000 and
$21,919,000, respectively, were pledged as collateral for securities sold
under agreement to repurchase, public deposits, and trust deposits.
Securities carried at $0 and $5,006,000 were sold under agreement to
repurchase at December 31, 1995 and 1994, respectively.

The Financial Accounting Standards Board's (FASB's) issuance of A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in
Debt & Equity Securities permitted the transfer of securities from the
held-to-maturity classification to the available-for-sale classification
during the period from November 15, 1995 to December 31, 1995, with no
recognition of any related unrealized gain or loss in current earnings. On
December 29, 1995, the amortized cost and net unrealized gain of Bancorp's
portfolio of securities held-to-maturity transferred to the securities
available-for-sale classification was $32,428,000 and $318,000,
respectively.

(Continued)

F-28

<PAGE> 219

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

================================================================================
(4) LOANS

A summary of the loan portfolio by category at December 31, 1995 and 1994
is as follows:

<TABLE>
<CAPTION>
================================================================================

1995 1994
- --------------------------------------------------------------------------------
(in thousands)

<S> <C> <C>
Commercial $ 52,811 31,852
Home equity 23,239 15,455
Residential 19,500 19,260
Installment 15,123 3,691
- --------------------------------------------------------------------------------

110,673 70,258
Less allowance for possible loan losses 938 642
- --------------------------------------------------------------------------------

$ 109,735 69,616
================================================================================
</TABLE>

Certain officers and directors of Bancorp and its subsidiaries and certain
corporations and individuals related to such persons borrowed funds from
the Bank. These loans totaling $1,180,000 were made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other borrowers.

(5) ALLOWANCE FOR POSSIBLE LOAN LOSSES

A summary of the changes in the allowance for possible loan losses for
years ending December 31, 1995, 1994, and 1993 is as follows:

<TABLE>
<CAPTION>
================================================================================

1995 1994 1993
- --------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>

Allowance at beginning of period $ 642 422 182
Provision 301 240 240
Charge-offs (5) (20) -
Recoveries - - -

- --------------------------------------------------------------------------------
Allowance at end of period $ 938 642 422
================================================================================
</TABLE>

(Continued)

F-29

<PAGE> 220

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

The provision for possible loan losses is charged to operations, and
recognized loan losses (recoveries) are charged (credited) to the allowance
for possible loan losses. At December 31, 1995, nonaccrual loans had a
carrying value of $150,000. There were no nonaccrual loans as of December
31, 1994. There were no material impaired loans as of and for the year
ended December 31, 1995.

(6) PREMISES AND EQUIPMENT, NET

A summary of premises and equipment at December 31, 1995 and 1994 is as
follows:

<TABLE>
<CAPTION>
================================================================================

1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
(in thousands)

Land $ 1,300 967
Buildings and improvements 5,884 5,144
Furniture and equipment 1,777 1,172
Construction in progress 16 379
- --------------------------------------------------------------------------------

8,977 7,662
Less accumulated depreciation and amortization 833 440
- --------------------------------------------------------------------------------

$ 8,144 7,222
===============================================================================
</TABLE>

(7) TIME DEPOSITS

Certificates of deposit in amounts of $100,000 or more approximated
$42,835,000 and $29,957,000, respectively, at December 31, 1995 and 1994.
Interest expense related to these deposits approximated $1,442,000,
$859,000, and $294,000 for the periods ended December 31, 1995, 1994, and
1993, respectively.

(Continued)

F-30

<PAGE> 221
LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements
==============================================================================

(8) LEASE EXPENSE AND OBLIGATIONS

Gross rental expense for all noncapitalized leases was $192,000, $133,000,
and 127,000 in 1995, 1994, and 1993, respectively. Rental income was
$141,000, $99,000 and $29,000 in 1995, 1994, and 1993, respectively.
Lease commitments are primarily for office space. Minimum gross rental
commitments as of December 31, 1995 for all noncancelable leases are as
follows:
<TABLE>
<CAPTION>
================================================================================
(in thousands)

<S> <C>
1996 $ 195
1997 201
1998 208
1999 215
2000 222
2001 and thereafter 550
- --------------------------------------------------------------------------------

Total minimum future rentals $1,591
================================================================================
</TABLE>

Minimum gross rental income as of December 31, 1995 for all noncancelable
leases are as follows:

<TABLE>
<CAPTION>
===============================================================================
(in thousands)

<S> <C>
1996 $ 57
1997 8
1998 8
1999 2
2000 and thereafter -
- --------------------------------------------------------------------------------

Total minimum future rentals $ 75
================================================================================
</TABLE>

(9) INCOME TAXES

The Bancorp had no Federal or state income tax expense in the each of the
years in the three-year period ended December 31, 1995. In 1995, the
Bancorp recorded a tax benefit of $172,199 as management determined that the
realization of certain deferred tax assets not previously valued was more
likely than not to occur.

(Continued)

F-31

<PAGE> 222

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements
===============================================================================

Income taxes for 1995, 1994, and 1993 differ from the expected tax expense
for those years (computed by applying the applicable statutory U.S. Federal
income tax rate to income before income taxes) as follows:

<TABLE>
<CAPTION>
==================================================================================
1995 1994 1993
- ----------------------------------------------------------------------------------
(in thousands)

<S> <C> <C> <C>
Computed "expected" income tax expense $ 287 174 68
Decrease in tax resulting from:
Valuation allowance for deferred tax assets (454) (167) (68)
Other, net (5) (7) -

- -----------------------------------------------------------------------------------
Income tax benefit $(172) - -
===================================================================================
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1995 and 1994 are presented below:

<TABLE>
<CAPTION>
=================================================================================
1995 1994
- ---------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Deferred tax assets:
Allowance for possible loan losses $ 216 63
Startup costs 35 30
Deferred compensation 46 46
Federal net operating loss carryforward 406 621
State net operating loss carryforward 199 200
Unrealized loss on available-for-sale securities - 53
Other, net 12 6
- ---------------------------------------------------------------------------------

Total gross deferred tax assets 914 1,019
Valuation allowance - 454
- ----------------------------------------------------------------------------------

Total net deferred tax assets 914 565
- ----------------------------------------------------------------------------------

Deferred tax liabilities:
Premises and equipment, due to
differences in depreciation 164 71
Accrual to cash adjustment 565 446
Unrealized gain on available-for-sale securities 108 -
Other, net 68 48
- ---------------------------------------------------------------------------------

Total gross deferred tax liabilities 905 565
- ---------------------------------------------------------------------------------

Net deferred tax asset $ 9 -
==================================================================================

</TABLE>

(Continued)

F-32

<PAGE> 223

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

The realization of deferred tax assets in 1994 was uncertain due to the
lack of an adequate earnings history for the Bancorp and the Bank. As a
result, in 1994, a valuation allowance had been established for the portion
of the gross deferred tax assets not offset by deferred tax liabilities.
In 1995, management believes it is more likely than not that the gross
deferred tax asset will be fully realized. Therefore, no valuation
allowance has been recorded as of December 31, 1995.

At December 31, 1995, Bancorp had federal net operating losses of
approximately $1,195,000, and state net operating losses of approximately
$2,763,000. Such amounts are available for carryforward to offset future
taxable income and expire in 2006-2010.

(10) COMPENSATION PLANS

Bancorp has a 1991 Stock Option Plan and a 1993 Stock Option Plan (Plans)
which provide options to purchase an aggregate of up to 37,865 shares of
Bancorp's common stock at the fair market value of the stock on the date
the option is granted. The Plans permit the grant of incentive stock
options, nonqualified stock options, and restricted stock. They cover
substantially all employees of Bancorp. The incentive and nonqualified
options expire at such time as the Stock Option Committee shall determine
at the time of grant; however, in no case shall they be exercisable later
than ten years after the grant. The options generally vest at a rate of 10%
in the first year subsequent to the grant, 10% in the second year
subsequent to the grant, and continue to vest 20% in the year in which the
Bank attains certain profitability levels, and 20% in the subsequent three
years, if Bancorp is profitable.

(Continued)

F-33

<PAGE> 224

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

A summary of the activity in the Plans for 1995, 1994, and 1993 is as
follows:

<TABLE>
<CAPTION>
=======================================================================
Common Range of
shares strike prices
- -----------------------------------------------------------------------
<S> <C> <C>

Outstanding at January 1, 1993 21,703 $61.00-70.00
Granted 11,649 75.00
Exercised - -
Forfeited or canceled - -
- -----------------------------------------------------------------------

Outstanding at December 31, 1993 33,352 61.00-75.00
Granted 3,330 75.00-90.00
Exercised 200 70.00
Forfeited or canceled 2,300 70.00
- -----------------------------------------------------------------------

Outstanding at December 31, 1994 34,182 61.00-90.00
Granted 2,600 90.00
Exercised 1,163 75.00
Forfeited or canceled 250 75.00-90.00
- -----------------------------------------------------------------------

Outstanding at December 31, 1995 35,369 $61.00-90.00
- -----------------------------------------------------------------------

Available for grant at December 31, 1995 1,133
=======================================================================
</TABLE>

Bancorp also provides a 401(k) Retirement Savings Plan (401(k) Plan). The
plan covers all employees meeting certain eligibility requirements.
Contributions by employees are made through salary reductions at their
direction, limited to $9,240 annually. Employer contributions to the
401(k) Plan are made at the employer's discretion. Participants completing
501 hours of service are eligible to share in an allocation of employer
contributions. No employer contributions were made in 1995, 1994, or 1993.
In conjunction with the 1993 capital stock offering the Board of Directors
reserved 1,000 shares of common stock to be available for purchase by
401(k) Plan participants at $80 per share. During the years ended December
31, 1995 and 1994, 499 shares and 296 shares, respectively, were purchased
by plan participants. There were no shares purchased by plan participants
in 1993.

(Continued)

F-34

<PAGE> 225

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

(11) REGULATORY RESTRICTIONS

Banking laws place restrictions upon the amount of dividends which can be
paid to Bancorp by the Bank. Based on these laws, the Bank could, subject
to minimum capital requirements, declare dividends to Bancorp without
obtaining regulatory approval in an amount not exceeding (a) undivided
profits, and (b) the amount of net income reduced by dividends paid for the
current and prior two years. No cash dividends were paid to Bancorp by the
subsidiary during the periods ended December 31, 1995, 1994, and 1993.

The Bank also is required by the Federal Reserve Act to maintain reserves
against deposits. Reserves are held either in the form of vault cash or
balances maintained with the Federal Reserve Bank and are based on average
daily deposit balances and statutory reserve ratios prescribed by the type
of deposit account. At December 31, 1995 and 1994 reserve balances of
approximately $1,112,000 and $552,000, respectively, were required.

(12) CAPITAL

During 1992 Bancorp issued and sold 7,333 of the 7,500 authorized preferred
convertible shares to certain employees. Each share of preferred stock is
convertible into 1.5 shares of common stock. To date, 5,633 preferred
shares have been converted into 8,450 common shares. At December 31, 1995
and 1994, the remaining 1,700 preferred convertible shares remain
outstanding.

(13) COMMITMENTS AND CONTINGENT LIABILITIES

Bancorp is subject to routine litigation arising in the normal course of
their business. In the opinion of management after consultation with legal
counsel, liabilities arising from these proceedings, if any, are not
expected to be material to Bancorp's financial position.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bancorp is a party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its
customers. These financial instruments are loan commitments to extend
credit and letters of credit. Those instruments involve, to varying
degrees, elements of credit risk in excess of amounts recognized in the
consolidated balance sheets. The contract amount of these instruments
reflects the extent of involvement the Bancorp has in these financial
instruments. The Bancorp's exposure to credit loss in the event of
nonperformance by the other party to the financial instruments for loan
commitments to extend credit and letters of credit is

(Continued)

F-35

<PAGE> 226

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

represented by the contractual amounts of these instruments. The Bancorp
uses the same credit policies in making loan commitments as it does for
on-balance sheet loans. Financial instruments whose contract amounts
represent credit risk at December 31, 1995 are as follows:

<TABLE>
<CAPTION>
================================================================================
(in thousands)

<S> <C>
Commitments to extend credit $ 31,133
Letters of credit 174
================================================================================
</TABLE>

Loan commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. Collateral
held varies but may include residential real estate accounts receivable,
inventory, property, plant, and equipment, and income-producing commercial
properties.

Letters of credit written are conditional commitments issued by the Bancorp
to guarantee the performance of a customer to a third party and are subject
to the same credit review and approval process as loans.

(14) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of Bancorp's financial instruments at December 31, 1995. Financial
Accounting Standards Board Statement No. 107, Disclosures about Fair Value
of Financial Instruments, defines the fair value of a financial instrument
as the amount at which the instrument could be exchanged in a current
transaction between willing parties.

(Continued)

F-36

<PAGE> 227

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
==============================================================

Carrying Fair
value value
--------------------------------------------------------------
(in thousands)
<S> <C> <C>
Financial assets:
Cash and demand balances due from banks $3,680 3,680
Interest-bearing deposits at banks 21,100 21,100
Federal funds sold 13,100 13,100
Held-to-maturity securities 5,002 4,959
Available-for-sale securities 33,890 33,890
Loans 110,673 110,754
Allowance for possible loan losses (938) (938)
Accrued interest receivable 1,258 1,258

Financial liabilities:
Nonmaturity deposits 90,894 90,894
Deposits with stated maturities 90,292 90,784
Short-term debt 3,952 3,952
Treasury tax and loan 528 528
Accrued interest payable 339 339
==============================================================
</TABLE>

Interest-bearing deposits at banks and securities: Fair values of these
instruments are based on quoted market prices of comparable assets.

For variable-rate loans that reprice frequently, estimated fair values are
based on carrying values. The fair value of residential real estate loans
is based on secondary market sources for securities backed by similar
loans, adjusted for differences in loan characteristics. The fair value
for other loans is estimated by discounting scheduled cash flows through
the estimated maturity using estimated market discount rates that reflect
the credit and interest rate inherent in the loan.

(Continued)

F-37

<PAGE> 228

LAKE FOREST BANCORP, INC.
AND SUBSIDIARY

Notes to Consolidated Financial Statements

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

Deposit liabilities: The fair value of deposits with no stated maturity,
such as noninterest-bearing deposits, savings, NOW accounts, and money
market accounts, is equal to the amount payable on demand as of year-end
(i.e. the carrying value). The fair value of certificates of deposit is
based on the discounted value of contractual cash flows. The discount rate
is estimated using the rates currently in effect for deposits of similar
remaining maturities.

Short-term debt and treasury tax and loan: The carrying value of
short-term debt and treasury tax and loan accounts approximate fair value
due to the relatively short period of time to maturity or repricing.

Commitments to extend credit and standby letters of credit: The fair value
of commitments to extend credit is based on fees currently charged to enter
into similar arrangements, the remaining term of the agreement, the present
creditworthiness of the counterparty, and the difference between current
interest rates and committed interest rates on the commitments. Because
most of Bancorp's commitment agreements were recently entered into and/or
contain variable interest rates, the carrying value of Bancorp's
commitments to extend credit approximates fair value.

(15) EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF THE
INDEPENDENT AUDITOR'S REPORT

The Board of Directors have approved a proposed Agreement and Plan of
Reorganization (Agreement) by and among Bancorp, North Shore Community
Bancorp, Inc., Hinsdale Bancorp, Inc., Libertyville Bancorp, Inc. and
Crabtree Capital Corporation (the Constituents) with North Shore Community
Bancorp, Inc. as the Resulting Corporation. As a part of the merger, North
Shore Community Bancorp, Inc. will be renamed to "WINTRUST FINANCIAL
CORPORATION" (WINTRUST). Pursuant to the Agreement, common stock of
WINTRUST will be exchanged for the outstanding shares of common stock of
the Constituents based upon exchange ratios specified in the Agreement.
The proposed transaction is contemplated to be accounted for as a pooling
of interests transaction and is subject to shareholder and regulatory
approval.

F-38
<PAGE> 229
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of Hinsdale Bancorp, Inc. and Subsidiaries:

We have audited the accompanying consolidated statements of condition
of Hinsdale Bancorp, Inc. and subsidiaries (Bancorp) as of December 31,
1995 and 1994, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the years then
ended and the period from September 25, 1992 to December 31, 1993.
These consolidated financial statements are the responsibility of
Bancorp's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted
accounting standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Hinsdale Bancorp, Inc. and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for the
years then ended and the period from September 25, 1992 to December 31,
1993, in conformity with generally accepted accounting principles.

/s/ KPMG PEAT MARWICK LLP

Chicago, Illinois
March 1, 1996

F-39

<PAGE> 230
HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Consolidated Statements of Condition

(in thousands, except share data)

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

<TABLE>
<CAPTION>
December 31,
March 31, -------------------------------
ASSETS 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C>
Cash and demand balances due from banks $ 1,612 3,048 1,308
Money market assets:
Interest-bearing deposits at banks -- 16,000 11,500
Federal funds sold 10,221 16,022 10,494
Investment securities:
Held-to-maturity, at amortized cost
(fair value of $17,220) -- -- 17,327
Available-for-sale, at fair value 32,440 15,409 --
Loans 67,505 58,085 22,327
Less allowance for possible loan losses 583 479 180
- ----------------------------------------------------------------------------------------------------------
Loans, net 66,922 57,606 22,147
Premises and equipment, net 5,085 5,941 3,155
Deferred organizational costs 76 84 116
Accrued interest receivable 929 824 267
Other assets 1,260 934 205
- ----------------------------------------------------------------------------------------------------------
Total assets $ 118,545 115,868 66,519
==========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------
Deposits:
Noninterest-bearing 10,471 11,640 5,792
Interest-bearing 95,921 92,762 53,390
- ----------------------------------------------------------------------------------------------------------
Total deposits 106,392 104,402 59,182
Accrued interest payable 131 122 38
Term debt 1,800 1,600 --
Other liabilities 446 100 85
- ----------------------------------------------------------------------------------------------------------
Total liabilities 108,769 106,224 59,305
Stockholders' equity:
Common stock no par value; stated value of $1; 350,000
shares authorized; 207,137, 206,037, and 175,254 shares
issued and outstanding at March 31, 1996, December 31,
1995 and 1994, respectively 207 206 175
Common stock Series A warrants no par value; 5,000 warrants
authorized, issued, and outstanding 25 25 25
Common stock Series B warrants no par value; 5,000 warrants
authorized, issued and outstanding -- -- --
Surplus 9,506 9,452 7,483
Undivided profits (deficit) 19 (49) (469)
Net unrealized gain on securities available for sale,
net of tax 19 10 --
- ----------------------------------------------------------------------------------------------------------
Total stockholders' equity 9,776 9,644 7,214
- ----------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 118,545 115,868 66,519
==========================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-40
<PAGE> 231
HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share data)

<TABLE>
<CAPTION>
==========================================================================================================================
Three months Years ended Period ended
ended March 31, December 31, December 31,
------------------ ------------------ ------------
1996 1995 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C> <C>
Interest income:
Loan, including fees $ 1,356 554 3,701 862 1
Money market assets:
Interest-bearing deposits at banks 126 276 870 566 16
Federal funds sold 162 104 528 288 36
Investment securities 355 168 738 589 20
- --------------------------------------------------------------------------------------------------------------------------

Total interest income 1,999 1,102 5,837 2,305 73
- --------------------------------------------------------------------------------------------------------------------------

Interest expense:
Deposits 1,261 731 3,694 1,694 34
Term debt 34 13 76 38 32
- --------------------------------------------------------------------------------------------------------------------------

Total interest expense 1,295 744 3,770 1,732 66
- --------------------------------------------------------------------------------------------------------------------------

Net interest income 704 358 2,067 573 7

Provision for loan losses 104 60 299 180 --
- --------------------------------------------------------------------------------------------------------------------------

Net interest income after provision for loan losses 600 298 1,768 393 7
- --------------------------------------------------------------------------------------------------------------------------

Non interest income:
Fees on loans sold 99 44 305 124 --
Other 131 49 267 113 43
- --------------------------------------------------------------------------------------------------------------------------

Noninterest income 230 93 572 237 43
- --------------------------------------------------------------------------------------------------------------------------

Noninterest expense:
Salaries and other compensation 414 207 1,166 754 310
Occupancy 49 27 124 139 33
Advertising and marketing 22 13 116 71 44
Amortization of organizational costs 8 8 30 75 19
Data processing 53 32 151 88 19
Depreciation - furniture and equipment 34 17 94 58 8
Insurance 20 46 115 94 6
Other 162 77 464 244 176
- --------------------------------------------------------------------------------------------------------------------------

Total noninterest expense 762 427 2,260 1,523 615
- --------------------------------------------------------------------------------------------------------------------------

Net income (loss) before income taxes 68 (36) 80 (893) (565)
Income tax benefit -- -- 340 -- --
- --------------------------------------------------------------------------------------------------------------------------

Net income (loss) $ 68 (36) 420 (893) (565)
===========================================================================================================================

Earnings (loss) per share $ 0.31 (0.19) 2.04 (6.11) (12.55)
===========================================================================================================================

</TABLE>

See accompanying notes to consolidated financial statements.

F-41
<PAGE> 232

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity

(in thousands)

<TABLE>
<CAPTION>
===================================================================================================================================
Net
unrealized
gain
on
Common Undivided securities Total
Common Preferred stock profits available stockholders'
stock stock warrants Surplus (deficit) for sale equity
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

Initial capital contribution $ -- 500 25 1 -- -- 526

Common stock issuance 121 -- -- 5,922 -- -- 6,043

Capital issuance costs -- -- -- (24) -- -- (24)

Preferred stock dividend -- -- -- -- (11) -- (11)

Retirement of preferred stock 21 (500) -- 479 -- -- --

Allocation of undivided profits -- -- -- (1,000) 1,000 -- --

Net loss -- -- -- -- (565) -- (565)
- -----------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1993 142 -- 25 5,378 424 -- 5,969

Common stock issuance 33 -- -- 2,105 -- -- 2,138

Net loss -- -- -- -- (893) -- (893)
- -----------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1994 175 -- 25 7,483 (469) -- 7,214

Common stock issuance 31 -- -- 1,969 -- -- 2,000

Net income -- -- -- -- 420 -- 420

Change in unrealized
gain on securities
available-for-sale, net of tax
effect of $5 -- -- -- -- -- 10 10
- -----------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1995 206 -- 25 9,452 (49) 10 9,644

Exercise of stock options 1 -- -- 54 -- -- 55

Net income -- -- -- -- 68 -- 68

Change in unrealized
gain on securities
available-for-sale, net of tax
effect of $3 -- -- -- -- -- 9 9
- -----------------------------------------------------------------------------------------------------------------------------------

BALANCE AT MARCH 31, 1996 (UNAUDITED) $ 207 -- 25 9,506 19 19 9,776
===================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-42
<PAGE> 233
HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

<TABLE>
<CAPTION>
===========================================================================================================================
Three months Year ended Period ended
ended March 31, December 31, December 31,
- ---------------------------------------------------------------------------------------------------------------------------
1996 1995 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C> <C>
Operating activities:
Net income (loss) $ 68 (36) 420 (893) (377)
Adjustments to reconcile net loss to
net cash provided
by operating activities:
Depreciation 57 30 153 108 33
Amortization of deferred organizational
costs 8 8 32 75 --
Net amortization/(accretion) of investment
securities 23 48 86 (169) 5
Provision for loan losses 104 60 299 180 --
Deferred income tax benefit -- -- (340) -- --
Net changes in accrued interest receivable
and other assets (436) (426) (946) (237) 8
Net changes in other liabilities 355 51 94 (21) 106
- ---------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 179 (265) (202) (957) (225)
- ---------------------------------------------------------------------------------------------------------------------------
Investing activities:
Net increase in interest-bearing deposits at
banks 16,000 (11,500) (4,500) (4,500) (7,000)
Net increase in Federal funds sold 5,801 6,245 (5,528) (1,893) (8,601)
Maturities of investments 10,750 11,500 25,271 7,820 --
Purchase of investment in Federal Reserve
Bank stock -- -- (98) (20) (129)
Purchase of investment securities (27,790) (3,500) (23,326) (21,166) (3,702)
Purchase of premises and equipment (201) (1,762) (2,939) (568) (2,708)
Proceeds from sales of premises and equipment 1,000 -- -- -- --
Net increase in loans (9,420) (6,211) (35,758) (21,956) (338)
Other, net -- -- -- (131) (472)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (3,860) (5,228) (46,878) (42,414) (22,950)
- ---------------------------------------------------------------------------------------------------------------------------
Financing activities:
Net increase in deposits 1,990 3,104 45,220 42,370 16,812
Net proceeds from issuance of common stock 55 1,836 2,000 2,138 6,020
Proceeds from issuance of preferred stock -- -- -- -- 500
Preferred stock dividend -- -- -- -- (11)
Proceeds from issuance of convertible warrants -- -- -- -- 25
Proceeds from issuance of term debt 200 992 2,592 -- 1,400
Repayment of term debt -- -- (992) (900) (500)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 2,245 5,932 48,820 43,608 24,246
- ---------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (1,436) 439 1,740 237 1,071
Cash and cash equivalents at beginning of year 3,048 1,308 1,308 1,071 --
- ---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 1,612 1,747 3,048 1,308 1,071
===========================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 1,286 743 3,686 1,665 58
Income taxes -- -- -- -- --
===========================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-43
<PAGE> 234

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Hinsdale Bancorp, Inc. (Bancorp) was incorporated on September 25, 1992.
Hinsdale Bank & Trust Company (the Bank) is a wholly owned subsidiary of
Bancorp. The former Hinsdale Building Corporation (the Building
Corporation) and Hinsdale Building Corporation II (the Building Corp. II),
wholly owned subsidiaries of Bancorp, were merged into the Bancorp in June
1994 and December 1995, respectively. The net assets of the Building
Corporation and Building Corp. II were subsequently contributed from the
Bancorp to the Bank. The Bank commenced operations on October 27, 1993;
operating under an Illinois state banking charter, primarily in the
Hinsdale, Illinois area. The Building Corporation and the Building Corp.
II were incorporated for the purpose of purchasing land and banking
facilities for the Bank.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation and
amortization. For financial reporting purposes depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the related assets ranging from five to ten years for
equipment and thirty-nine years for buildings. Additions to premises are
capitalized. Maintenance and repairs are charged to expense as incurred.

INCOME TAXES

The Bancorp files consolidated Federal and state income tax returns which
include the subsidiaries. The subsidiaries provide for income taxes on a
separate return basis and remit to Bancorp amounts determined to be
currently payable. Tax benefits attributable to losses are recognized and
allocated to the extent that such losses can be utilized in the
consolidated return.

F-44

<PAGE> 235

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

DEFERRED ORGANIZATIONAL COSTS

Deferred organizational costs consist primarily of professional fees and
other start-up costs and are being amortized over 5 years.

CASH EQUIVALENTS

For purposes of the consolidated statement of cash flows, Bancorp considers
all cash on hand, cash items in the process of collection, and amounts due
from correspondent banks to be cash equivalents.

LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

Loans are recorded at the principal amount outstanding. The allowance for
possible loan losses is maintained at a level adequate to provide for
potential loan losses. The Bank receives loan fees for loans originated by
the Bank, as well as for loan referrals. Fees associated with loans
originated by the Bank are deferred and amortized over the life of the
loans as an adjustment of yield using the straight-line method. Loan fees
for referrals are recognized as income when received.

On January 1, 1995, the Bancorp adopted Financial Accounting Standards
Board Statement No. 114, Accounting by Creditors for Impairment of a Loan
(Statement 114), as amended by Statement No. 118, Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures (Statement
118). Under Statement 114, impaired loans are reported at the present
value of expected future cash flows at the loan's effective interest rate,
the loan's observable market price, or fair value of the collateral, if the
loan is collateral dependent. The impact of the adoption of Statements 114
and 118 was not material to the Bancorp.

INVESTMENT SECURITIES

(Continued)

F-45

<PAGE> 236

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

Held-to-maturity securities are stated at amortized cost which represents
actual cost adjusted for amortization of premium and accretion of discount
using methods that generally approximate the effective interest method.
Available-for-sale securities are stated at fair value. Unrealized holding
gains and losses on available-for-sale securities, net of related taxes,
are excluded from earnings and reported as a separate component of
stockholders' equity until realized. A decline in the market value of any
available-for-sale or held-to-maturity security below cost, that is deemed
to be other than temporary, is charged to earnings. Gains or losses on the
sale of securities are recorded on a completed transaction basis using
specific identification and are reflected in the accompanying statements of
operations as part of other noninterest income.

PER SHARE DATA

Earnings per share is calculated by dividing net income by the weighted
average number of shares of common stock and applicable common stock
equivalents outstanding during each period.

RECLASSIFICATIONS

Certain amounts in the prior years' financial statements have been
reclassified to conform with current year presentation.

(2) TERM DEBT

In December, 1995 the Bancorp entered into a revolving loan agreement with
an unaffiliated bank allowing the Bancorp to borrow up to $3,000,000. The
loan is secured by 100% of the common stock of the Bank. Borrowings under
the agreement bear interest at the prime rate and will be due quarterly.
The final maturity date for the agreement is December 1, 1997. At December
31, 1995, $1,600,000 had been drawn under the agreement. The Bank pays a
1/4 of 1% per annum commitment fee on amounts undrawn.

(Continued)

F-46

<PAGE> 237

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

During 1993, the Building Corporation borrowed $1,400,000 to purchase the
premises for the Bank. The debt was reduced to $900,000 as of December 31,
1993 and was retired in full concurrently with the merger of the Building
Corporation into Bancorp in June 1994.

In January 1995, the Building Corp. II borrowed approximately $992,000 for
constructing the premises of the Bank's drive-through facility. The debt
was retired in full in December, 1995.

(3) INVESTMENT SECURITIES

The following tables represent amortized cost, gross unrealized gains and
losses and fair value for the investment securities at December 31, 1995
and 1994. These tables are by contractual maturity which may differ from
actual maturities because borrowers may have the right to call or repay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
==========================================================================================
December 31, 1995
-----------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
- ------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>

Available-for-sale:
U.S. Treasuries due in
one year or less $ 5,520 9 - 5,529
Federal Agencies -
due in one year or less 3,737 - (9) 3,728
Corporate notes - due in
one year or less 498 - - 498
Corporate notes - due in
one to five years 4,592 19 (4) 4,607
Common stock - Libertyville
Bancorp, Inc. 350 - - 350
Common stock - North Shore
Community Bancorp, Inc. 450 - - 450
Federal Reserve Bank stock 247 - - 247
- ------------------------------------------------------------------------------------------
$15,394 28 (13) 15,409
==========================================================================================

</TABLE>

(Continued)

F-47

<PAGE> 238

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
December 31, 1994
--------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
- -----------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Held-to-maturity
U.S. Treasuries due in
one year or less $ 587 - (3) 584
Federal Agencies -
due in one year or less 13,555 - (38) 13,517
Corporate notes - due in
one year or less 899 1 - 900
Corporate notes - due in
one to five years 2,137 31 (98) 2,070
Federal Reserve Bank stock 149 - - 149
- -----------------------------------------------------------------------------------------
$17,327 32 (139) 17,220
=========================================================================================
</TABLE>

There were no sales of investment securities in 1995, 1994 and 1993 and,
accordingly, there were no realized gains or losses on sales of investment
securities. At December 31, 1995 and 1994, investment securities having a
carrying value of $8,258,000 and $5,640,000, respectively, were pledged as
collateral for public and other deposits.

(Continued)

F-48

<PAGE> 239

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

(4) LOANS

A summary of the loan portfolio by category at December 31, 1995 and 1994
is as follows:

<TABLE>
<CAPTION>
==========================================================================
1995 1994
- --------------------------------------------------------------------------
(in thousands)
<S> <C> <C>

Commercial $21,165 9,503
Home equity 11,481 5,614
Residential 8,838 6,463
Installment 18,082 747
Unearned discount on installment loans (1,481) -
- --------------------------------------------------------------------------
$58,085 22,327
==========================================================================
</TABLE>

Certain officers and directors of Bancorp and its subsidiaries and certain
corporations and individuals related to such persons incurred indebtedness
totaling $1,523,000 in the form of loans. These loans were made at
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other
borrowers.

(5) ALLOWANCE FOR POSSIBLE LOAN LOSSES

A summary of the changes in the allowance for possible loan losses for the
years ending December 31, 1995 and 1994 and the period from September 25,
1992 (date of incorporation) to December 31, 1993 is as follows:

<TABLE>
<CAPTION>
==========================================================================
1995 1994 1993
- --------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>

Allowance at beginning of period $180 - -
Provision 299 180 -
Charge-offs - - -
Recoveries - - -
- --------------------------------------------------------------------------
Allowance at end of period $479 180 -
==========================================================================
</TABLE>

(Continued)

F-49
<PAGE> 240

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

The provision for loan losses is charged to operations. At December 31,
1995 and 1994, nonaccrual loans were $15,000 and $-0-, respectively. The
Bancorp had no impaired loans as of and for the year ended December 31,
1995.

(6) PREMISES AND EQUIPMENT, NET

A summary of premises and equipment at December 31, 1995 and 1994 is as
follows:

<TABLE>
<CAPTION>
========================================================================
1995 1994
- ------------------------------------------------------------------------
(in thousands)
<S> <C> <C>

Land $1,743 644
Building and improvements 3,646 1,892
Furniture and equipment 812 438
Construction in progress 14 302
- ------------------------------------------------------------------------
6,215 3,276
Less accumulated depreciation and amortization 274 121
- ------------------------------------------------------------------------
$5,941 3,155
========================================================================
</TABLE>

Bancorp leases space to various tenants under short-term operating leases,
all but one of which will expire in 1996.

(7) TIME DEPOSITS

Certificates of deposit in amounts of $100,000 or more approximated
$26,604,000 and $6,900,000 at December 31, 1995 and 1994, respectively.
Interest expense related to certificates of deposit in amounts of $100,000
or more approximated $707,000 and $80,000 for the years ended December 31,
1995 and 1994, respectively, and $3,000 for the period ended December 31,
1993.

(8) INCOME TAXES

The Bancorp had no Federal or state income tax expense in the years ended
December 31, 1995 and 1994 and the period ended December 31, 1993. In
1995, the Bancorp recorded a tax benefit of $340,000 as management
determined that the realization of deferred tax assets not previously
valued was more likely than not.

(Continued)

F-50

<PAGE> 241

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

Income tax benefit for the periods ended December 31, 1995, 1994 and 1993,
differed from the amount computed by applying the expected Federal income
tax rate of 34% to pretax income from operations as a result of the
following:

<TABLE>
<CAPTION>
================================================================================================
1995 1994 1993
- ------------------------------------------------------------------------------------------------
(in thousands)

<S> <C> <C> <C>
Computed "expected" tax expense (benefit) $ 27 (304) (128)
Increase (decrease) in income taxes resulting from:
Valuation allowance for deferred tax assets (315) 303 128
Other (52) 1 -
- ------------------------------------------------------------------------------------------------
Federal income tax benefit $ (340) - -
================================================================================================
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1995 and 1994 are presented below:

<TABLE>
<CAPTION>
================================================================================================
1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Organizational costs $110 52
Book loan loss provision in excess of tax provision 16 -
Federal tax, net operating loss carryforward 691 679
State tax, net operating loss carryforward 170 155
Other 11 3
- ------------------------------------------------------------------------------------------------

Total gross deferred tax assets 998 889

Less valuation allowance 201 516
- ------------------------------------------------------------------------------------------------

Net deferred tax assets 797 373

Deferred tax liabilities:
Tax loan loss provision in excess of book provision - 63
Premises and equipment, due to differences in depreciation 46 31
Accrual to cash adjustment 363 243
Unrealized gain on available-for-sale securities 6 -
Other 42 36
- ------------------------------------------------------------------------------------------------

Total gross deferred tax liabilities 457 373
- ------------------------------------------------------------------------------------------------

Net deferred tax assets $340 -
================================================================================================
</TABLE>

(Continued)

F-51
<PAGE> 242

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

During 1994, realization of deferred tax assets was uncertain due to the
lack of an adequate earnings history for the Bancorp and subsidiaries. As
a result, in 1994, a valuation allowance was established for the portion of
the gross deferred tax assets not offset by deferred tax liabilities.
During 1995, management determined that a valuation allowance should only
be established for a portion of the deferred tax asset. This determination
was made based upon the profitability attained by the Bank during 1995 and
future earnings estimates for 1996. As such, management established a
valuation allowance of approximately $201,000.

At December 31, 1995, Bancorp had Federal net operating losses of
approximately $2,033,000, and state net operating losses of approximately
$2,369,000. Such amounts are available for carryforward to offset future
taxable income and expire in 2008-2010.

(9) COMPENSATION PLANS

Effective October 28, 1993, Bancorp, as approved by the stockholders on
December 29, 1993, adopted a Stock Option Plan (Plan) which provides
options to purchase an aggregate of up to 25,000 shares of Bancorp's common
stock at the fair market value of the stock on the date the option is
granted. The Plan permits the grant of incentive stock options,
nonqualified stock options, and restricted stock. It covers certain key
employees of Bancorp. The incentive and nonqualified options expire at
such time as the Stock Option Committee shall determine at the time of
grant, however, in no case shall they be exercisable later than ten years
after the grant. These options generally vest 10% in the first year
subsequent to the grant, 10% in the second year subsequent to the grant,
20% in the year in which the Bancorp attains certain profitability levels,
and 20% in each year thereafter.

(Continued)

F-52

<PAGE> 243

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

A summary of the activity in the Plan for the years ended December 31, 1995
and 1994 and the period ended December 31, 1993 is as follows:

<TABLE>
<CAPTION>
=======================================================================
Strike
Common price
shares range
- -----------------------------------------------------------------------
<S> <C> <C>

Outstanding at December 31, 1993 - -
Granted 16,925 $50.00
Exercised or canceled - -
- -----------------------------------------------------------------------

Outstanding at December 31, 1994 16,925 $50.00
Granted 4,650 $65.00
Exercised or canceled - -
- -----------------------------------------------------------------------

Outstanding at December 31, 1995 21,575 $50.00-$65.00
- -----------------------------------------------------------------------

Available for grant 3,425
=======================================================================
</TABLE>

In December, 1995, the Board of Directors approved the granting of 10,550
additional common stock options to employees and directors of the Company.
The grants are subject to the approval of the stockholders to increase the
number of authorized shares under the Plan by 15,000 to accommodate such
grants. Stockholder approval was requested in March 1996 and is pending
final vote.

Bancorp also provides a 401(k) Retirement Savings Plan (401(k) Plan). The
401(k) Plan covers all employees meeting certain eligibility requirements.
Contributions by employees are made through salary reductions at their
direction, limited to $9,240 annually. Employer contributions to the
401(k) Plan are made at the employer's discretion. Participants completing
501 hours of service are eligible to share in an allocation of employer
contributions. No employer contributions were made in 1995, 1994, or 1993.

(10) REGULATORY RESTRICTIONS

Banking laws place restrictions upon the amount of dividends which can be
paid to Bancorp by the Bank. Based on these laws, the Bank is not
permitted to pay dividends until such time as previous operating losses
have been recovered through earnings. No cash dividends were paid to
Bancorp by the Bank during the periods ended December 31, 1995, 1994 and
1993.

(Continued)

F-53

<PAGE> 244

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

The Bank is required to maintain a 9% of capital to asset ratio for three
years as a de novo Bank.

(11) STOCKHOLDERS' EQUITY

Bancorp was incorporated on September 25, 1992 and initially capitalized
through the issuance of 20 no par common shares at $50 each; 10,000 no par
preferred convertible shares at $50 each; 5,000 no par common stock Series
A warrants at $5 each. Each Series A warrant entitles the holder to
acquire one share of common stock at a purchase price of $50.

Subsequent to the initial capitalization, Bancorp raised an additional
$6,042,827 through the private placement issuance of 120,834 no par common
shares.

During the initial period of operations, Bancorp allocated $1,000,000 of
the initial surplus to undivided profits to cover initial operating
expenditures.

The Hinsdale Bancorp, Inc. 1993 Recapitalization Plan, as approved by the
shareholders, provided for the redemption of the 10,000 convertible,
preferred shares of Bancorp stock currently outstanding in a like kind
exchange for common stock and the issuance of additional common stock
warrants. The preferred shares were held primarily by officers and
employees of the Bancorp who contributed significantly to the organization,
capitalization and opening of the Bank.

2.15 shares of common stock were exchanged for each preferred share
outstanding. The 10,000 preferred shares outstanding were exchanged for
21,500 common shares of the Bancorp common stock. The preferred stock
received was retired by the Bancorp.

The Bancorp also authorized and issued an additional 5,000 common stock
Series B warrants. Each Series B warrant entitles the holder to acquire
one share of the Bancorp's common stock at a price of $31.50 per share.
The warrants have a ten year life and were issued to the holders of the
preferred stock.

Because of growth, during 1994, the Bancorp authorized the issuance of
additional shares of common stock at $65 per share. This issuance of
63,683 shares resulted in proceeds of approximately $4,100,000. Of the
63,683 shares sold, 32,900 shares were sold in 1994 and the remaining
30,783 were sold in 1995.

(Continued)

F-54

<PAGE> 245

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

(12) COMMITMENTS AND CONTINGENT LIABILITIES

Bancorp is subject to routine litigation arising in the normal course of
their business. In the opinion of management after consultation with legal
counsel, liabilities arising from these proceedings, if any, are not
expected to be material to Bancorp's financial position.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

Financial instruments whose contract amounts represent credit risk at
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
================================================================================
1995
- --------------------------------------------------------------------------------
(in thousands)

<S> <C>
Commitments to extend credit $16,389
Letters of credit 2,201
================================================================================
</TABLE>

Loan commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. Collateral
held varies but may include residential real estate accounts receivable,
inventory, property, plant, and equipment, and income-producing commercial
properties.

Letters of credit written are conditional commitments issued by Bancorp to
guarantee the performance of a customer to a third party and are subject to
the same credit review and approval process as loans.

(Continued)

F-55

<PAGE> 246

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

(13) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of Bancorp's financial instruments at December 31, 1995. Financial
Accounting Standards Board Statement No. 107, Disclosures about Fair Value
of Financial Instruments, defines the fair value of a financial instrument
as the amount at which the instrument could be exchanged in a current
transaction between willing parties.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
Carrying Fair
Value Value
- ---------------------------------------------------------------------
<S> <C> <C>

Financial assets:
Cash and demand balances due from banks $ 3,048 3,048
Interest-bearing deposits at banks 16,000 16,000
Federal funds sold 16,022 16,022
Available-for-sale securities 15,409 15,409
Loans 58,085 58,134
Allowance for possible loan losses (479) (479)
Accrued interest receivable 824 824
- ---------------------------------------------------------------------

Financial liabilities:
Non-maturity deposits 55,505 55,505
Deposits with stated maturities 48,897 49,217
Term debt 1,600 1,600
Accrued interest payable 122 122
=====================================================================
</TABLE>

Interest-bearing deposits at banks and securities: Fair values of these
instruments are based on quoted market prices of comparable assets.

For variable-rate loans that reprice frequently, estimated fair values are
based on carrying values. The fair value of residential real estate loans
is based on secondary market sources for securities backed by similar
loans, adjusted for differences in loan characteristics. The fair value
for other loans is estimated by discounting scheduled cash flows through
the estimated maturity using estimated market discount rates that reflect
the credit and interest rate inherent in the loan.

(Continued)

F-56

<PAGE> 247

HINSDALE BANCORP, INC.
AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

- --------------------------------------------------------------------------------

Deposit liabilities: The fair value of deposits with no stated maturity,
such as non-interest bearing deposits, savings, NOW accounts and money
market accounts, is equal to the amount payable on demand as of year-end
(i.e. the carrying value). The fair value of certificates of deposit is
based on the discounted value of contractual cash flows. The discount rate
is estimated using the rates currently in effect for deposits of similar
remaining maturities.

Term debt: The carrying value of term debt approximates fair value due to
the relatively short period of time to maturity or repricing.

Commitments to extend credit and standby letters of credit: The fair
value of commitments to extend credit is based on fees currently charged to
enter into similar arrangements, the remaining term of the agreement, the
present creditworthiness of the counterparty, and the difference between
current interest rats and committed interest rates on the commitments.
Because most of Bancorp's commitment agreements were recently entered into
and/or contain variable interest rates, the carrying value of Bancorp's
commitments to extend credit approximates fair value.

(14) EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF THE
INDEPENDENT AUDITOR'S REPORT

The Board of Directors have approved a proposed Agreement and Plan of
Reorganization (Agreement) by and among Bancorp, North Shore Community
Bancorp, Inc., Lake Forest Bancorp, Inc., Libertyville Bancorp, Inc. and
Crabtree Capital Corporation (the Constituents) with North Shore Community
Bancorp, Inc. as the Resulting Corporation. As a part of the merger, North
Shore Community Bancorp, Inc. will be renamed to "WINTRUST FINANCIAL
CORPORATION" (WINTRUST). Pursuant to the Agreement, common stock of
WINTRUST will be exchanged for the outstanding shares of common stock of
the Constituents based upon exchange ratios specified in the Agreement.
The proposed transaction is contemplated to be accounted for as a pooling
of interests transaction and is subject to shareholder and regulatory
approval.

F-57
<PAGE> 248

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Stockholders of Libertyville
Bancorp, Inc. and Subsidiaries:

We have audited the accompanying consolidated statement of condition of
Libertyville Bancorp, Inc. and subsidiaries (Bancorp) as of December
31, 1995 and the related consolidated statements of operations, changes
in shareholders' equity, and cash flows for the period September 26,
1994 (date of incorporation) to December 31, 1995. These financial
statements are the responsibility of Bancorp's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Libertyville Bancorp, Inc. as of December 31, 1995 and the results of
their operations and their cash flows for the period September 26, 1994
(date of incorporation) to December 31, 1995 in conformity with
generally accepted accounting principles.

/s/ KPMG PEAT MARWICK LLP

Chicago, Illinois
March 8, 1996

F-58

<PAGE> 249

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Condition

(in thousands, except share data)

<TABLE>
<CAPTION>
=============================================================================================================
MARCH 31, DECEMBER 31,
- -------------------------------------------------------------------------------------------------------------
ASSETS 1996 1995
- -------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Cash and demand balances due from banks $ 642 1,753
Money market assets:
Interest-bearing deposits at banks 9,000 6,500
Federal funds sold 11,285 14,690
Securities available-for-sale
Federal agencies 3,988 --
Federal Reserve Bank stock 150 150
Other securities 450 450
Loans 22,311 10,189
Less allowance for loan losses 130 55
- -------------------------------------------------------------------------------------------------------------

Loans, net 22,181 10,134

Premises and equipment, net 4,064 3,498
Deferred organization costs 101 107
Other assets 681 197
- -------------------------------------------------------------------------------------------------------------

Total assets $ 52,542 37,479
- -------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------------------------

Deposits:
Noninterest-bearing 7,282 3,728
Interest-bearing 35,293 22,685
- -------------------------------------------------------------------------------------------------------------
Total deposits 42,575 26,413

Accrued interest payable 68 46
Notes payable 361 1,064
Treasury tax and loan 71 339
Other liabilities 80 64
- -------------------------------------------------------------------------------------------------------------
Total liabilities 43,155 27,926

Shareholders' equity: 500 500
Preferred stock, Series B, no par value, 25,000 shares
authorized, 24,000 shares issued and outstanding
Common stock, no par value; stated value $1 per share;
350,000 shares authorized; 205,929 and 201,689
shares issued and outstanding at March 31, 1996
and December 31, 1995, respectively 206 202
Convertible warrants, Series A, no par value, 5,000 shares
authorized, issued and outstanding 25 25
Convertible warrants, Series B, no par value, 20,000 warrants
authorized; 15,760 and 20,000 warrants issued and outstanding at
March 31, 1996 and December 31, 1995, respectively -- --
Surplus 8,994 8,829
Undivided profits (deficit) (338) (3)
- -------------------------------------------------------------------------------------------------------------
Total shareholders' equity 9,387 9,553
- -------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders# equity $ 52,542 37,479
=============================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-59
<PAGE> 250

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands)

<TABLE>
<CAPTION>
Three
months Period
ended ended
March 31, December 31,
1996 1995
- -----------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Interest income:
Loans, including fees $ 328 73
Money market assets:
Interest-bearing deposits at banks 107 80
Federal funds sold 171 166
Investment securities 39 2
- -----------------------------------------------------------------------------------------------
Total interest income 645 321
- -----------------------------------------------------------------------------------------------
Interest expense:
Deposits 393 141
Notes payable 23 23
- -----------------------------------------------------------------------------------------------
Total interest expense 416 164
- -----------------------------------------------------------------------------------------------
Net interest income 229 157

Provision for loan losses 75 55
- -----------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 154 102
- -----------------------------------------------------------------------------------------------
Noninterest income:
Fees on loans sold 49 14
Other income 8 7
- -----------------------------------------------------------------------------------------------
Total noninterest income 57 21
- -----------------------------------------------------------------------------------------------
Noninterest expense:
Salaries and other compensation 300 514
Net occupancy 41 46
Advertising and marketing 18 127
Amortization of organization costs 6 6
Data processing 29 16
Depreciation - furniture and equipment 33 27
Stationery and supplies 15 95
Other 104 250
- -----------------------------------------------------------------------------------------------
Total noninterest expense 546 1,081
- -----------------------------------------------------------------------------------------------
Net loss $ (335) (958)
- -----------------------------------------------------------------------------------------------
Loss per share $ (1.64) (14.19)
===============================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-60
<PAGE> 251

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders# Equity

(in thousands)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Preferred Preferred Convertible Convertible
Common stock, stock, Period warrants,
stock Series A Series B Series A Series B Surplus
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Initial capital contribution $ 1 500 -- 25 -- --

Dividends -- -- -- -- -- --

Initial offering 201 -- -- -- -- 8,829

Conversion of preferred stock
and issuance of convertible
warrants -- (500) 500 -- -- --

Conversion of Series B
warrants into common stock 4 -- -- -- -- 165

Net loss -- -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1996 (unaudited) $ 206 -- 500 25 -- 8,994
============================================================================================================================

<CAPTION>
- ----------------------------------------------------------------------
Undivided Total
profits stockholders'
(deficit) equity
- ----------------------------------------------------------------------
<S> <C> <C>

Initial capital contribution -- 526

Dividends (45) (45)

Initial offering 1,000 10,030

Conversion of preferred stock
and issuance of convertible
warrants -- --

Net loss (958) (958)
- ----------------------------------------------------------------------
Balance at December 31, 1995 (3) 9,553

Conversion of Series B
warrants into common stock -- 169

Net loss (335) (335)
- ----------------------------------------------------------------------
Balance at March 31, 1996 (unaudited) (338) 9,387
======================================================================

</TABLE>

See accompanying notes to consolidated financial statements.

F-61

<PAGE> 252

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Three
months Period
ended ended
March 31, December 31,
1996 1995
- -------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Operating activities:
Net loss $ (335) (958)
Adjustments to reconcile net loss to net cash used in
operating activities:
Provision for loan losses 75 55
Depreciation 56 45
Amortization of organization costs 6 6
Accretion of investment securities (39) --
Increase in accrued interest receivable and other assets (484) (310)
Increase in accrued interest payable and other liabilities 38 110
- -------------------------------------------------------------------------------------------------------
Net cash used in operating activities (683) (1,052)
- -------------------------------------------------------------------------------------------------------
Investing activities:
Net increase in interest-bearing deposits at banks (2,500) (6,500)
Net decrease (increase) in Federal funds sold 3,405 (14,690)
Purchase of investment in Federal Reserve Bank stock -- (150)
Purchases of available-for-sale securities (8,949) (450)
Maturities of available-for-sale securities 5,000 --
Purchase of premises and equipment (622) (3,543)
Net increase in loans, net (12,122) (10,189)
- -------------------------------------------------------------------------------------------------------
Net cash used in investing activities (15,788) (35,522)
- -------------------------------------------------------------------------------------------------------
Financing activities:
Net increase in deposits 16,162 26,413
Net (decrease) increase in treasury tax and loan (268) 339
Proceeds from issuance of common stock 169 10,030
Proceeds from issuance of notes payable -- 1,770
Repayment of notes payable (703) (706)
Dividends paid -- (45)
- -------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 15,360 37,801
- -------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (1,111) 1,227
Cash and cash equivalents at beginning of period 1,753 526
- -------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 642 1,753
- -------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information -
cash paid during the period for:
Interest $ 394 118
Income taxes -- --
- -------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.

F-62

<PAGE> 253

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995
- --------------------------------------------------------------------------------

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Libertyville Bancorp, Inc. (Bancorp), was incorporated on September 26,
1994. Libertyville Bank and Trust Company (Bank) and Libertyville Building
Corporation (Building Corporation) are subsidiaries of Bancorp. The Bank
commenced operations on October 10, 1995, operating under an Illinois state
banking charter, primarily in the Libertyville, Illinois area. The
Building Corporation's primary asset is the current banking premises for
the Bank.

The consolidated financial statements of Bancorp and its wholly-owned
subsidiaries have been prepared in conformity with generally accepted
accounting principles and prevailing practices of the banking industry.
All material intercompany accounts and transactions have been eliminated in
the consolidated financial statements.

PREMISES AND EQUIPMENT

INCOME TAXES

(Continued)
F-63

<PAGE> 254

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995

- --------------------------------------------------------------------------------

ORGANIZATION COSTS

Organization costs consist primarily of professional fees and other
start-up costs and are being amortized over five years.

CASH EQUIVALENTS

For purposes of the consolidated statement of cash flows, Bancorp considers
all cash on hand, cash items in the process of collection, and amounts due
from correspondent banks to be cash equivalents.

LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans are recorded at the principal amount outstanding. The allowance for
loan losses is maintained at a level adequate to provide for potential loan
losses. The Bank receives loan fees for loans originated by the Bank, as
well as for loan referrals. Fees associated with loans originated by the
Bank are deferred and amortized over the life of the loans as an adjustment
of yield using the interest method. Loan fees for referrals are recognized
as income when received.

On October 10, 1995, Bancorp adopted Financial Accounting Standards Board
Statement No. 114, Accounting by Creditors for Impairment of a Loan
(Statement 114), as amended by Statement No. 118, Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosure (Statement
118). Under Statement 114, impaired loans are reported at the present
value of expected future cash flows at the loan's effective interest rate,
the loan's observable market price, or fair value. The impact of the
adoption of Statements 114 and 118 was not material to the Bancorp.

INVESTMENT SECURITIES

Investment securities are accounted for by applying the provisions of
Statement of Financial Accounting Standards No. 115, Accounting of Certain
Investments in Debt and Equity Securities (Statement 115). Under Statement
115, the Bank can classify securities in one of three categories:
trading, held-to-maturity, or available-for-sale. Trading securities are
bought principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities in which the Bank has the
ability and intent to hold the security until maturity. All other
securities are classified as available-for-sale as they may be sold prior
to maturity. In accordance with Statement 115, the Bancorp has elected to
classify all investments as available-for-sale. The investment securities
classified as available-for-sale are accounted for at fair market value.

(Continued)
F-64

<PAGE> 255

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995

- --------------------------------------------------------------------------------

Trading account securities are stated at fair value. Trading account gains
and losses from closing positions and from changes in market values of the
trading inventory are reflected in the accompanying statement of income as
part of noninterest income. Bancorp did not maintain any trading account
securities in 1995.

(2) NOTES PAYABLE

The Bancorp and subsidiaries borrowed $1,770,000 to fund the purchase of
real estate and to cover initial start-up expenses. This debt was paid
down to $1,064,000 at December 31, 1995, primarily with proceeds Bancorp
received through the issuance of common shares in the private placement
offering (see note 10). On January 5, 1996, this debt was reduced by
$700,000. The remaining note bears interest at 9.0% per annum and matures
on July 1, 1999.

(3) INVESTMENT SECURITIES

The following table represents carrying amounts, gross unrealized gains
and losses and fair value for the investment securities at December 31,
1995. All securities were classified as available-for-sale securities at
December 31, 1995.

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
- --------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>

Federal Reserve Bank stock $150 - - 150
Common stock - North Shore
Community Bancorp, Inc. 450 - - 450
- --------------------------------------------------------------------------------
Total securities available for sale $600 - - 600
================================================================================
</TABLE>

There were no sales of investment securities in 1995 and accordingly, there
were no realized gains or losses on sales of investment securities. There
were no pledged securities at December 31, 1995.

F-65
<PAGE> 256

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995

- --------------------------------------------------------------------------------

(4) LOANS

A summary of the loan portfolio by category at December 31, 1995 is as
follows:
- --------------------------------------------------------------------------------
(in thousands)

<TABLE>
<S> <C>
Commercial $ 6,526
Installment 2,733
Home equity 751
Residential 179
- --------------------------------------------------------------------------------
$10,189
================================================================================
</TABLE>

Certain officers and directors of Bancorp and its subsidiaries and certain
corporations and individuals related to such persons incurred indebtedness
totaling approximately $429,000 in the form of loans from the Bank. These
loans were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other borrowers.

(5) PREMISES AND EQUIPMENT

A summary of premises and equipment at December 31, 1995 is as follows:
- --------------------------------------------------------------------------------
(in thousands)

<TABLE>
<S> <C>
Land $ 450
Buildings and improvements 2,468
Furniture and equipment 626
- --------------------------------------------------------------------------------
3,544
Less accumulated depreciation and amortization 46
- --------------------------------------------------------------------------------
$3,498
================================================================================
</TABLE>

(6) TIME DEPOSITS

Certificates of deposit in amounts of $100,000 or more approximated
$4,110,000 at December 31, 1995. Interest expense related to these
deposits approximated $36,000 for the period ended December 31, 1995.

(Continued)
F-66

<PAGE> 257

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995

- --------------------------------------------------------------------------------

(7) INCOME TAXES

The Bancorp has no Federal or state income tax expense for 1995. Bancorp
has Federal and state net operating loss carryforwards, which expire in
2010, of approximately $750,000. The realization of such deferred tax
assets in future years is uncertain due to the lack of an adequate earnings
history. As a result, a valuation allowance has been recognized for the
portion of the net operating loss carryforwards not offset by deferred tax
liabilities.

Income tax expense (benefit) for the year ended December 31, 1995 differed
from the amount computed by applying the Federal income tax rate of 34% to
pretax income from operations as a result of the following:
- --------------------------------------------------------------------------------
(in thousands)
<TABLE>
<S> <C>
Computed "expected" tax expense (benefit) $ (326)
Increase in income taxes resulting from:
Valuation allowance on deferred tax assets 370
Other (44)
- --------------------------------------------------------------------------------
$ -
================================================================================

</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1995
are presented below:
- --------------------------------------------------------------------------------

<TABLE>
(in thousands)
<S> <C>
Deferred tax assets:
Federal, net operating loss carryforward $ 255
State, net operating loss carryforward 54
Start-up and organization costs 166
Other, net 5
- --------------------------------------------------------------------------------
Total gross deferred tax assets 480

Less - valuation allowance 370
- --------------------------------------------------------------------------------
Total net deferred tax assets 110
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Tax loan loss deduction in excess of book 49
Accrual-to-cash adjustment 38
Other, net 23
- --------------------------------------------------------------------------------
Total gross deferred tax liabilities 110
- --------------------------------------------------------------------------------
Net deferred tax assets $ -
================================================================================
</TABLE>

(Continued)
F-67

<PAGE> 258

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995
- --------------------------------------------------------------------------------

(8) COMPENSATION PLANS

Effective November 21, 1995, upon shareholder approval, Bancorp adopted
a Stock Option Plan (Plan) which provides options to purchase an aggregate
of up to 32,000 shares of Bancorp's common stock at the fair market value
of the stock on the date the option is granted. The Plan permits the
grant of incentive stock options, nonqualified stock options, and
restricted stock. It covers certain key employees of Bancorp. The
incentive and nonqualified options expire at such time as the Stock Option
Committee shall determine at the time of grant; however, in no case shall
they be exercisable later than ten years after the grant. Bancorp has
granted a total of 20,700 options at $50 per share. These options vest
10% in 1996, 10% in 1997, 20% in the year in which the Bank attains
certain profitability levels, and 20% in each year thereafter.

(9) REGULATORY RESTRICTIONS

Banking laws place restrictions upon the amount of dividends which can
be paid to Bancorp by the subsidiaries. Based on these laws, the Bank is
not permitted to pay dividends until such time as any previous operating
losses have been recovered through earnings. No cash dividends were paid
to Bancorp by the subsidiaries during the period ended December 31, 1995.

The Bank is also required to maintain a 9% of capital to asset ratio
for three years as a de novo Bank.

The Bank is required by the Federal Reserve Act to maintain reserves
against deposits. Reserves are held either in the form of vault cash or
balances maintained with the Federal Reserve Bank and are based on average
daily deposit balances and statutory reserve ratios prescribed by the type
of deposit account. At December 31, 1995 reserve balances of
approximately $25,000 were required.

(10) SHAREHOLDERS' EQUITY

Bancorp was incorporated on September 26, 1994 and initially
capitalized through the issuance of 1,000 no par common shares at $1 each;
10,000 no par preferred convertible shares at $50 each; and 5,000 no par
common stock series A warrants at $5 each. Each series A warrant entitles
the holder to acquire one share of common stock at a purchase price of
$50.

Subsequent to the initial capitalization, Bancorp raised an additional
$10,030,000 through the private placement issuance of 200,689 no par common
shares. During the initial period of operations, Bancorp allocated
$1,000,000 of the initial surplus to undivided profits to cover initial
operating expenditures.

(Continued)
F-68

<PAGE> 259

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995
- --------------------------------------------------------------------------------

Subsequent to the private placement of the 200,689 shares of common shares,
the shareholders approved the Libertyville Bancorp, Inc. 1995
Recapitalization Plan (Plan) which provided for the exchange of the 10,000
existing shares of preferred convertible stock for new preferred shares and
common stock warrants. Under the Plan, the existing preferred shareholders
received 2.4 shares of new Series B Preferred stock and two Series B Common
Stock Warrants for each share of existing preferred shares held. As such,
subsequent to the Plan, 24,000 Series B Preferred Shares and 20,000 Series
B Common Stock Warrants are outstanding.

The Series B Common Stock Warrants have a ten year life. Each warrant
entitles the holder to purchase one share of the Common Stock at a purchase
price of $40 per share.

The Series B Preferred Stock is non-voting and will not pay dividends for a
period of at least ten years from issuance and thereafter, dividends, if
any, will not be cumulative. Each share of Series B Preferred Stock is
convertible into one share of Common Stock.

(11) COMMITMENTS AND CONTINGENT LIABILITIES

Bancorp is subject to routine litigation arising in the normal course of
their business. In the opinion of management after consultation with legal
counsel, liabilities arising from these proceedings, if any, are not
expected to be material to Bancorp's financial position.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bancorp's exposure to credit loss in the event of nonperformance by the
other party to the financial instruments for loan commitments to extend
credit and letters of credit is represented by the contractual amounts of
these instruments. The Bancorp uses the same credit policies in making
loan commitments as it does for on-balance sheet loans.

Financial instruments whose contract amount represent credit risk at
December 31, 1995 are as follows:
- --------------------------------------------------------------------------------
(in thousands)
<TABLE>
<S> <C>
Commitments to extend credit $ 2,370
Letters of credit -
- --------------------------------------------------------------------------------
</TABLE>

Loan commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have a fixed

(Continued)
F-69

<PAGE> 260

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995

- --------------------------------------------------------------------------------

expiration date or other termination clauses and may require payment of a
fee. Since many of the commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. Collateral held on these instruments varies, but
may include residential real estate, accounts receivable, inventory,
property, plant and equipment and income-producing commercial properties.

(12) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair
values of Bancorp's financial instruments at December 31, 1995. Financial
Accounting Standards Board Statement No. 107, Disclosures about Fair Value
of Financial Instruments, defines the fair value of a financial instrument
as the amount at which the instrument could be exchanged in a current
transaction between willing parties.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Carrying Fair
value value
- --------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Financial assets:
Cash and demand balances due from banks $1,753 1,753
Interest-bearing deposits at banks 6,500 6,500
Federal funds sold 14,690 14,690
Available-for-sale securities 600 600
Loans 10,189 10,205
Allowance for loan losses (55) (55)
Accrued interest receivable 89 89
================================================================================
Financial liabilities:
Non-maturity deposits $11,131 11,131
Deposits with stated maturities 15,282 15,511
Notes payable 1,064 1,064
Treasury, tax and loan 339 339
Accrued interest payable 46 46
- -===============================================================================
</TABLE>

(Continued)
F-70

<PAGE> 261

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995
- --------------------------------------------------------------------------------

Interest-bearing deposits at banks and securities: Fair values of these
instruments are based on quoted market prices, when available. If quoted
market prices are not available, fair values are based on quoted market
prices of comparable assets.

For variable-rate loans that reprice frequently, estimated fair values are
based on carrying values. The fair value of residential real estate loans
is based on secondary market sources for securities backed by similar
loans, adjusted for differences in loan characteristics. The fair value
for other loans is estimated by discounting scheduled cash flows through
the estimated maturity using estimated market discount rates that reflect
the credit and interest rate inherent in the loan.

Deposit liabilities: The fair value of deposits with no stated maturity,
such as non-interest bearing deposits, savings, NOW accounts and money
market accounts, is equal to the amount payable on demand as of year-end
(i.e. the carrying value). The fair value of certificates of deposit is
based on the discounted value of contractual cash flows. The discount rate
is estimated using the rates currently in effect for deposits of similar
remaining maturities.

Notes payable and treasury, tax and loan: The carrying value of notes
payable and treasury tax and loan accounts approximate fair value due to
the relatively short period of time to maturity or repricing.

Commitments to extend credit and standby letters of credit: The fair value
of commitments to extend credit is based on fees currently charged to enter
into similar arrangements, the remaining term of the agreement, the present
creditworthiness of the counterparty, and the difference between current
interest rates and committed interest rates on the commitments. Because
most of Bancorp's commitment agreements were recently entered into and/or
contain variable interest rates, the carrying value of Bancorp's
commitments to extend credit approximates fair value.

F-71

<PAGE> 262

LIBERTYVILLE BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995

- --------------------------------------------------------------------------------

(13) EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF THE
INDEPENDENT AUDITOR'S REPORT

The Board of Directors have approved a proposed Agreement and Plan of
Reorganization (Agreement) by and among Bancorp, Hinsdale Bancorp, Inc.,
Lake Forest Bancorp, Inc., North Shore Community Bancorp, Inc. and
Crabtree Capital Corporation (the Constituents) with North Shore Community
Bancorp, Inc. as the Resulting Corporation. As a part of the merger,
North Shore Community Bancorp, Inc. will be renamed to "WINTRUST FINANCIAL
CORPORATION" (WINTRUST). Pursuant to the Agreement, common stock of
WINTRUST will be exchanged for the outstanding shares of common stock of
the Constituents based upon exchange ratios specified in the Agreement.
The proposed transaction is contemplated to be accounted for as a pooling
of interests transaction and is subject to shareholder and regulatory
approval.

F-72
<PAGE> 263
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Crabtree Capital Corporation:

We have audited the accompanying consolidated balance sheets of CRABTREE
CAPITAL CORPORATION (an Illinois corporation) AND SUBSIDIARIES as of December
31, 1995 and 1994, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years ended December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Crabtree Capital
Corporation and Subsidiaries as of December 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the three years ended
December 31, 1995, in conformity with generally accepted accounting principles.

As explained in Note 2 to the financial statements, the Company has given
retroactive effect to the change in accounting for the consolidation of First
Premium Funding Corporation and the recording of compensation expense related
to the issuance of permanent discount stock under the 1990 Stock Purchase Plan.

ARTHUR ANDERSEN LLP

Chicago, Illinois

May 20, 1996

F-73

<PAGE> 264
CRABTREE CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(000'S OMITTED)

<TABLE>
<CAPTION>
DECEMBER 31
ASSETS MAR.31,1996 1995 1994
- --------------------------------------------------------- ------------ -------- -------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 585 $ 369 $ 768
Finance receivables (Note 5)-
Premium finance 6,365 7,979 93,349
Facility overcollateralization 6,950 6,630 0
Equipment leases 329 388 614
Other receivables (Note 14) 1,094 1,094 0
------------ -------- --------
Total finance receivables 14,738 16,091 93,963
Residual value of leased equipment 14 37 67
Less-
Unearned finance income and advance payments (188) (283) (2,251)
Allowance for losses on finance receivables (788) (851) (830)
------------ -------- --------
Net finance receivables 13,776 14,994 90,949
Sales gain receivable (Note 3) 1,441 1,316 0
Prepaid and other assets 461 355 2,750
Property and equipment, net of accumulated
depreciation of $603, $535 and $392 in 1996,
1995 and 1994, respectively 1,007 609 639
Deferred financing fees, net of accumulated
amortization of $2,127, $1,836 and $1,076 in
1996, 1995 and 1994, respectively 170 461 943
Funds held in escrow 724 724 724
Net assets of discontinued operations, net
of minority interest of $1,704 in 1994 (Note
4) 0 0 1,875
------------ -------- --------
Total assets $ 18,164 $ 18,828 $ 98,648
============ ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable and accrued expenses $ 8,825 $ 11,716 $ 8,914
Notes and loans payable 4,400 2,150 2,200
Subordinated notes payable 1,999 1,992 1,963
Other liabilities 70 70 1,573
Commercial paper notes payable 0 0 82,980
------------ -------- --------
Total liabilities 15,294 15,928 97,630
------------ -------- --------

MINORITY INTEREST IN FIRST PREMIUM SERVICES, INC. 212 212 212

STOCKHOLDERS' EQUITY:
Common stock, $1 par value; 2,000,000 shares
authorized; 1,032,266 shares issued and
outstanding 1,032 1,032 1,032
Additional paid-in capital 17,971 17,971 17,971
Accumulated deficit (16,180) (16,150) (18,032)
Less- Treasury stock, at cost; 7,000 shares (165) (165) (165)
------------ -------- --------
Total stockholders' equity 2,658 2,688 806
------------ -------- --------
Total liabilities and stockholders' equity $ 18,164 $ 18,828 $ 98,648
============ ======== ========
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.

F-74

<PAGE> 265
CRABTREE CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(000'S OMITTED)

<TABLE>
<CAPTION>
THREE MONTHS FOR THE YEARS ENDED
ENDED MARCH 31 DECEMBER 31
---------------- --------------------------
1996 1995 1995 1994 1993
------ -------- ------ -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES:
Finance charges-
Premium finance $ 372 $1,273 $2,535 $8,233 $ 4,297
Equipment leases 22 30 12 38 126
Gain on sale of receivables (Note 3) 967 1,616 4,421 0 0
Servicing fees 324 175 1,083 0 0
Gain on retirement of minority interest
shares (Note 4) 0 0 735 0 0
Other 29 4 333 564 318
------ -------- ------ -------- -------
Total revenues 1,714 3,098 9,119 8,835 4,741
------ -------- ------ -------- -------
EXPENSES:
Interest expense 182 645 1,248 4,032 1,879
Provision for losses on finance receivables 42 89 347 137 887
Commercial paper facility expense 0 88 88 737 442
Operating expenses-
Salary and wages 640 650 2,859 2,583 2,047
Professional fees (Note 16) 80 80 301 281 409
Occupancy 249 196 832 760 567
Deferred financing fee amortization 194 182 768 641 511
Other 357 295 777 383 780
------ -------- ------ -------- -------
Total operating expenses 1,520 1,403 5,537 4,648 4,314
------ -------- ------ -------- -------
Total expenses 1,744 2,225 7,220 9,554 7,522
------ -------- ------ -------- -------
Income (loss) from continuing operations
before income taxes (30) 873 1,899 (719) (2,781)
Income taxes (Note 8) 0 0 0 0 0
------ -------- ------ -------- -------
Income (loss) from continuing operations (30) 873 1,899 (719) (2,781)
Income (loss) from operations of
discontinued subsidiaries, net of minority
interest of $75, $180 and ($112) in 1995,
1994 and 1993, respectively 0 (3) (17) (236) (193)
------ -------- ------ -------- -------
NET INCOME (LOSS) $ (30) $ 870 $1,882 $ (955) $(2,974)
====== ======== ====== ======== =======
EARNINGS PER SHARE DATA:
Earnings (loss) per common share from
continuing operations $ (.03) $ .85 $ 1.85 $ (.70) $ (2.71)
Earnings (loss) per common share from
discontinued operations - - (.02) (.23) (.19)
------ -------- ------ -------- -------
Net income (loss) $ (.03) $ .85 $ 1.83 $ (.93) $ (2.90)
====== ======== ====== ======== =======
</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

F-75

<PAGE> 266

CRABTREE CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

AND THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)

(000'S OMITTED)

<TABLE>
<CAPTION>
NOTES RECEIVABLE
FROM OFFICERS
ADDITIONAL FROM SALE OF ACCUMULATED TREASURY
COMMON STOCK PAID-IN CAPITAL COMMON STOCK DEFICIT STOCK TOTAL
------------ --------------- ---------------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1992 $1,032 $17,971 $(202) $(14,103) $(165) $ 4,533
Net loss 0 0 0 (2,974) 0 (2,974)
Payments of notes receivable from
officer from sale of common stock 0 0 144 0 0 144
------ ------- ------ -------- ------ --------
BALANCE, DECEMBER 31, 1993 1,032 17,971 (58) (17,077) (165) 1,703
Net loss 0 0 0 (955) 0 (955)
Payments of notes receivable from
officer from sale of common stock 0 0 58 0 0 58
------ ------- ------ -------- ------ --------
BALANCE, DECEMBER 31, 1994 1,032 17,971 0 (18,032) (165) 806
Net income 0 0 0 1,882 0 1,882
------ ------- ------ -------- ------ --------
BALANCE, DECEMBER 31, 1995 $1,032 17,971 0 (16,150) (165) 2,688
Net loss (unaudited) 0 0 0 (30) 0 (30)
------ ------- ------ -------- ------ --------
BALANCE, MARCH 31, 1996 (UNAUDITED) $1,032 $17,971 $ 0 $(16,180) $(165) $ 2,658
====== ======= ====== ======== ====== ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.

F-76

<PAGE> 267
CRABTREE CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

AND THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)

(000'S OMITTED)

<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------

MAR. 31, 1996 1995 1994 1993
------------- -------- ----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES: (UNAUDITED)
<S> <C> <C> <C> <C>
Net income (loss) from continuing operations $ (30) $ 1,899 $ (719) $ (2,781)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities-
Depreciation and amortization expense 365 943 783 679
Provision for losses on finance receivables 42 347 137 887
Gain on retirement of minority interest shares 0 (735) 0 0
Net changes in assets and liabilities-
Increase (decrease) in unearned finance charges (199) (1,968) 807 542
Increase (decrease) in accounts payable and accrued expenses (6,013) 2,802 7,240 (700)
Increase (decrease) in other liabilities 3,226 (1,504) (1,176) 838
Decrease (increase) in sales gain receivable (125) (1,316) 0 0
Decrease (increase) in prepaid and other assets (106) 2,395 (1,254) 1,195
Increase in amortized discount on commercial paper 0 0 107 226
Net loss of discontinued operations 0 (17) (236) (193)
Decrease in net assets of discontinued operations 0 1,875 666 734
------- --------- ----------- ---------
Net cash provided by (used in) operating activities (2,840) 4,721 6,355 1,427
------- --------- ----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Premium finance receivables originated or purchased (75,125) (301,852) (247,551) (157,342)
Premium finance receivables repaid or sold 76,697 385,913 217,692 115,730
Purchase of equipment for lease 0 0 0 (29)
Equipment lease receivable payments, excluding interest 19 147 476 775
Increase in facility overcollateralization (320) (6,631) 0 0
Decrease in restricted funds 0 0 0 202
Purchase of property and equipment, net (465) (145) (170) (476)
Gain on retirement of minority interest shares 0 735 0 0
------- --------- ----------- ---------
Net cash provided by (used in) investing activities 806 78,167 (29,553) (41,140)
------- --------- ----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes and loans payable 2,250 250 400 1,350
Repayment of notes and loans payable 0 (300) (200) (14,800)
Committed capital 0 0 0 (1,500)
Issuance of subordinated notes 0 0 0 1,500
Deferred financing fees 0 (257) 0 (335)
Decrease in notes receivable from officers from sale of common stock 0 0 58 144
Commercial paper notes originated 0 310,040 1,051,245 566,107
Commercial paper notes principal repaid 0 (393,020) (1,027,677) (514,557)
------- --------- ----------- ---------
Net cash provided by (used in) financing activities 2,250 (83,287) 23,826 37,909
------- --------- ----------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 216 (399) 628 (1,804)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 369 768 140 1,944
------- --------- ----------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 585 $ 369 $ 768 $ 140
======= ========= =========== =========
</TABLE>

The accompanying notes to consolidated financial statements are an integral
part of these statements.
F-77

<PAGE> 268
CRABTREE CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995 AND 1994

1. DESCRIPTION OF BUSINESS

Crabtree Capital Corporation ("Crabtree") was organized on September
10, 1979, and adopted its present name on August 12, 1985. Crabtree was
inactive until late 1985.

Crabtree is a financial services holding company engaged primarily in
the business of financing the payment of insurance premiums through its
majority-owned subsidiary, First Premium Services, Inc. ("First Premium").
Crabtree has a small amount of residual business from subsidiaries which
involves primarily the run off of a small amount of lease receivables and
the settlement of certain litigation and contingency issues remaining with
the inactive insurance holding company subsidiary.

First Premium is a financial services company engaged in the business
of financing the payment of insurance premiums. First Premium offers
financing of approximately 80% of an insurance premium to individuals and
commercial purchasers of property and casualty and liability insurance who
wish to pay their insurance premiums on an installment basis. First
Premium is licensed or otherwise qualified to do business as an insurance
premium finance company in 38 states. Virtually, all of First Premium's
outstanding receivables are commercial accounts.

2. CHANGE IN BASIS OF PRESENTATION

Prior to 1995, the consolidated financial statements of Crabtree did
not include the financial position or the results of operations of First
Premium Funding Corporation, a company sponsored and controlled by First
Premium. As more fully described in Note 5, First Premium Funding
Corporation, independently owned and nominally capitalized by First
Premium, operated as a special-purpose corporation for the sole purpose of
purchasing premium finance receivables from First Premium. Management has
retroactively restated prior years to include the financial position and
results of operations of First Premium Funding Corporation.

As described in Note 11, two senior officers of Crabtree purchased
60,000 shares of stock at $5 per share, a $20 discount, in 1990 under the
1990 Stock Purchase Plan. The prior-year financial statements of Crabtree
did not include any compensation expense related to the issuance of these
discounted shares. Management has restated prior years to give
retroactive effect to recording $1.2 million of compensation expense
related to the issuance of these discounted shares.

F-78

<PAGE> 269

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies:

A. BASIS OF CONSOLIDATION

The accompanying consolidated financial statements consolidate Crabtree
and its subsidiaries (the "Company"), Prospect Leasing Company
("Prospect") and First Premium (including First Premium Funding
Corporation). During 1990, management put in place a strategy to
discontinue its insurance operations. Therefore, the operations of The
Credit Life Companies, Inc. ("CLC") are accounted for as discontinued
operations (see Note 4). In 1992, Prospect sold substantially all of
its leasing portfolio and is in the process of collecting the remaining
balance while not originating any new receivables. All material
intercompany balances have been eliminated. In certain instances, the
1994 and 1993 amounts have been reclassified to conform to the 1995
method of presentation.

B. FINANCE REVENUE

Finance charges on premium finance receivables are earned over the term
of the loan based on actual funds outstanding, beginning with the
funding date, using a method which approximates the effective yield
actuarial method. Late charges are recognized as income when they are
received.

Income is recognized on leasing contracts under the direct finance
method of accounting. Under this method, the combined amount of the
aggregate rentals and the anticipated residual value in excess of the
cost of the equipment is recorded as unearned income. Unearned income
is reflected as revenue over the term of the lease contract using a
method which approximates a constant periodic rate of return on the net
investment in the lease.

C. PROPERTY AND EQUIPMENT

Property and equipment are depreciated over their estimated useful lives
which range from three to ten years. Leasehold improvements are
amortized over the remaining life of the lease terms.

D. LOAN SALES AND SERVICING RIGHTS

Beginning in February, 1995, First Premium began selling its premium
finance receivables to a wholly owned subsidiary, First Premium
Financing Corporation ("FPFIN") which in turn sells the receivables to
an independent third party, Holland Limited Securitization, Inc. ("HLS")
for cash. FPFIN is a bankruptcy remote subsidiary established to
facilitate the sale to HLS. First Premium retains servicing rights in
connection with the sales of receivables. As set forth in a Sale and
Servicing Agreement between First Premium and HLS, First Premium earns
1.25% annually of the net investment outstanding as of the last
settlement date, as defined, in connection with the ongoing servicing
and management of the receivables. First Premium recognizes the 1.25%
contractual servicing and management fee income over the term of the
receivables as it is earned. In addition, any excess income earned by
HLS above that which is

F-79
<PAGE> 270

required to fund interest on its outstanding commercial paper and
provide for normal servicing to First Premium is payable as additional
servicing ("Excess Servicing"). Excess Servicing income over the
expected life of the receivables sold is estimated by First Premium at
the time of each sale and recorded as a sales gain receivable on the
books of First Premium. The total gain on receivables sold recorded by
First Premium during the year ended December 31, 1995, was $4,421,000.
In its capacity as servicer, First Premium collects payments on
receivables sold and remits the collections to HLS. Amounts received
by First Premium, as servicer, on sold receivables at year-end that have
not yet been remitted to HLS represent $1,844,282 at December 31, 1995.
Prior to February, 1995, First Premium sold its receivables to its
subsidiary, First Premium Funding Corporation.

E. INCOME TAXES

The Company, excluding CLC, files a consolidated federal income tax
return. The method of allocation among the companies is based upon
separate return calculations with current credit for net losses, if
applicable. Intercompany tax balances are settled upon final
determination of the consolidated income tax liability for the
applicable year. Deferred income taxes are provided for temporary
differences between financial statement income and income reported for
tax purposes.

The Company uses the liability method of accounting for income taxes.
Under this method, deferred income taxes are provided for the tax
consequences of temporary differences by applying enacted statutory tax
rates applicable to future years to differences between the tax and
financial statement bases of assets and liabilities. The effect on
deferred taxes of change in tax rates is recognized in income in the
period that includes the enactment date.

F. DEFERRED INITIAL DIRECT COSTS

First Premium is required to defer initial direct costs of originating
loans in accordance with Statement of Financial Accounting Standards No.
91. In 1995 and 1994, no such costs were deferred since the effect on
the financial statements was not material.

G. CASH FLOWS

For purposes of cash flows, cash and cash equivalents represent cash in
banks and short-term investments purchased with a maturity of three
months or less.

H. EARNINGS PER SHARE

Earnings per share were computed for income from continuing operations
and income from discontinued operations based on the weighted average
number of common stock equivalents outstanding during the year. Common
stock equivalents were calculated using the treasury stock method.
Because no active market for the company's stock exists, estimates of
market value were used to determine the dilutive effects of outstanding
stock options. These options were determined not to have a dilutive
effect on earnings per share.

F-80
<PAGE> 271

I. USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

J. UNAUDITED QUARTERLY FINANCIAL INFORMATION

The unaudited quarterly financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments necessary
for a fair presentation for the periods presented have been reflected
and are of a normal and recurring nature. Results of operations for the
interim periods are not necessarily indicative of the results to be
expected for the year.

4. DISCONTINUANCE OF INSURANCE OPERATIONS

During 1990, management adopted a plan to discontinue its insurance
operations. These operations were carried out through Crabtree's then
57%-owned subsidiary, CLC. The management of CLC also adopted a plan to
sell or liquidate all of its operating subsidiaries.

F-81
<PAGE> 272

The net assets of the discontinued operations, net of minority interest, are
comprised of the following as of December 31, 1995 and 1994 (000's omitted):

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Assets-
Cash $ 4 $ 17
Restricted funds 197 2,744
Investments 76 448
Tax settlement proceeds receivable 0 1,978
Investment in and advances to/from subsidiaries 50 32
Other assets 1 68
---- ----
328 5,287
---- -----
Liabilities-
Accounts payable and accrued expenses 328 1,263
Federal income taxes payable 0 88
---- -----
328 1,351
---- -----
Net assets before intercompany balances and minority interest 0 3,936
Minority interest 0 (1,704)
---- -----
Net assets before intercompany balances 0 2,232
Intercompany balances 0 (357)
---- -----
Net assets $ 0 $ 1,875
==== =======
</TABLE>

Restricted funds in 1995 relates primarily to amounts deposited in trust to
retire minority interest shares. Restricted funds in 1994 relates to cash
proceeds received by CLC for the sale of the Credit Life Insurance Company,
Inc. ("Credit Life"). The proceeds were placed in escrow pending resolution
of certain contingencies which were settled in February, 1995.

In September, 1990, CLC sold its credit life insurance subsidiary, Credit
Life. As of the date of sale of Credit Life, taxes and interest receivable
of $933,000 from the IRS were recorded. CLC indemnified
the purchaser against any loss related to these issues, including collection
of this receivable and related interest and taxes. In conjunction with an
IRS settlement, Credit Life received partial payments in 1994 and 1993 of
$772,000 and $306,000, respectively, and a final payment of $2,554,000 in
January, 1995. These proceeds were used first to satisfy the purchaser's
receivable and the remaining amount of $1,978,000 was remitted to CLC by the
purchaser in February, 1995. As a result of the settlement, CLC recorded an
additional gain of $653,000 in 1994.

In conjunction with the sale of Credit Life, CLC made certain
representations and warranties to the purchaser. The purchaser presented
CLC with notices seeking indemnification for items totaling approximately
$7.2 million, principally related to an alleged breach of the
representations and warranties concerning the fair presentation of financial
statements provided to the purchaser. CLC vigorously disputed all of the
claims made by the purchaser. In February, 1995, both parties reached an
out of court settlement that satisfied all disputed claims made by the
purchaser. As a result of this settlement, the purchaser received $700,000

F-82
<PAGE> 273

of funds held in escrow while CLC received the remaining amount of escrow
funds of $1,912,000. CLC incurred a loss of $477,000 related to this
settlement for the year ended December 31, 1994.

In December, 1992, the shareholders of CLC adopted a formal plan of
liquidation for CLC. The assets and liabilities of CLC are stated at
approximate liquidation values. Net future costs of liquidation have been
recorded.

The 1987 purchase agreement for CLC provided for additional contingent
consideration pending the outcome of certain tax litigation and other
contingencies of CLC. The provisions of the purchase agreement operated to
mitigate the negative impact on Crabtree's recorded income of adverse
settlements of such CLC contingencies up to $6,900,000 (net of any favorable
settlements). Settlements in excess of that amount would have negatively
impacted Crabtree's income to the extent of its ownership share. If such
contingencies were favorably resolved, Crabtree would have been required to
contribute up to $3,450,000 to CLC. Additional consideration of $1,680,000
was accrued at the date of acquisition. Further, up to $1,770,000 of
additional consideration was contingently due which, if paid, would result
in an additional capital contribution to CLC. Any net amounts which could
be paid under this obligation were fully accrued in the financial statements
through December 31, 1994. In early 1995, the last remaining contingency
under the purchase agreement was satisfied and in March, 1995, CLC made a
formal request to Crabtree for the maximum amount of the contribution.
Crabtree disputed the amounts owed and in September, 1995, Crabtree reached
a settlement agreement with CLC.

Under the terms of the settlement agreement, Crabtree effectively bought out
the minority shareholders of CLC by having CLC repurchase all of its stock
held by the minority shareholders. A purchase price was negotiated which
included a deemed capital contribution by Crabtree of $1.7 million. As a
result of this settlement, Crabtree recorded a gain of approximately
$735,000.

In 1990, Credit General Insurance Company ("Credit General"), a former
subsidiary of CLC filed suit against an insurance agent to recover losses
incurred by Credit General relating to an inappropriate transaction by the
agent. Additionally, in 1995, CLC filed an amendment to its 1982 tax return
seeking a refund of past taxes paid. The minority shareholders and Crabtree
will share in, if and when received by CLC, amounts received as a result of
the outcome of the above-mentioned litigation and tax refund.

CLC is also currently in negotiation with several reinsurance companies
which are attempting to collect reinsurance monies owed them from various
CLC subsidiaries. Pursuant to the sales agreement, Credit Life has funds in
escrow pending resolution of these matters.

As of December 31, 1995, one of these insurance companies, which is
currently in liquidation, stated they were owed $526,000 from Credit Life
for claim payments under reinsurance arrangements. Credit Life had funds
deposited in escrow related to this contingency of $544,000 at December 31,
1995. Subsequent to year-end, Credit Life negotiated a settlement with the
company for $300,000.

F-83
<PAGE> 274

In 1995, CLC's captive insurance company, CL Re, received a request from the
issuing carrier of their reinsurance arrangement for payment of $230,000 for
final refunds and claim payments. CLC has accrued approximately this amount
at December 31, 1995. The Company is currently negotiating this amount.

5. SECURITIZATION FACILITY

Prior to February, 1995, First Premium sold its receivables to a
special-purpose corporation called First Premium Funding Corporation
("FPFC"). FPFC was nominally capitalized by a third party and sponsored by
First Premium to facilitate the issuance of commercial paper and purchase of
receivables from First Premium. Pursuant to a Sales and Servicing Agreement
between First Premium and FPFC, FPFC had engaged First Premium to provide
certain administrative services related to the servicing of its loans and
provided that First Premium be compensated as the Servicer. First Premium
also was performing all other administrative functions of FPFC, such as cash
management and accounting services, pursuant to a management agreement. As
noted in Note 2, due to the nature of the relationship between First Premium
and FPFC, the financial statements have been restated to include the
consolidated results of operations and financial position of FPFC.

In 1993, Internationale Netherlanden Bank, N.V. ("ING") became the credit
enhancer for commercial paper issued by FPFC. ING continued to provide
temporary liquidity to FPFC. The interest rate charged on any borrowing on
the liquidity line would be the higher of prime or the federal funds rate
plus 1/2%.

As an incentive for ING to participate in the facility, First Premium issued
warrants and a noninterest bearing subordinated promissory note to ING. The
warrants enable ING to purchase a 24.99% ownership in First Premium. One
set of the warrants enables ING to purchase a total of 3,342 shares or
19.99% ownership interest of newly authorized Class B, $.01 par value
nonvoting convertible common stock at $.02 per share. In addition, ING was
issued warrants to purchase up to an additional 1,114 shares or 5% ownership
interest of Class B nonvoting convertible common stock at $500 per share.
ING also has the option, in accordance with related put agreements, to
require First Premium to repurchase the warrants at current market value, as
defined in the agreement. These warrants and the related put agreements
expire on December 31, 2004. In addition, First Premium issued a
noninterest bearing subordinated promissory note in the amount of $557,000
with a maturity date of February 12, 1998. This note can be paid, at the
option of ING, through the exercise of the 1,114 warrants.

First Premium issued the warrants and the subordinated note as inducement to
ING to complete the restructured agreement. A total of $625,000 has been
reflected as a component of deferred financing fees on the balance sheet.
The warrants have been valued at approximately $212,000 based on fair value
as estimated by management. They are shown as a minority interest in the
ownership of First Premium. The remaining amount of $413,000 is the initial
value of the $557,000 subordinated note discounted at a market rate of
interest 6% which is recorded at face value less unamortized discount as a
component of subordinated notes on the balance sheet.

F-84
<PAGE> 275

The costs of the facility were borne by First Premium and have been
capitalized and are being amortized on the straight-line method over the
life of the ING facility agreement. The total amount capitalized by First
Premium was $973,576 and total accumulated amortization of First Premium in
1995 and 1994 was $735,590 and $475,971, respectively. In addition, the
costs of the securitization facility established prior to February, 1995
have been capitalized by Crabtree and these costs are being amortized into
expense over the life of the facility based on anticipated usage.

Effective January 31, 1995, First Premium entered into a new securitization
facility with ING and HLS. The new facility effectively amends and modifies
the above-discussed facility and provides First Premium with an independent
vehicle into which $200 million of receivables may be sold and funded by
HLS, subject to certain terms and conditions. On the closing date of the
previous facility, FPFC and First Premium terminated all contractual
obligations with regard to the discontinued facility and FPFC ceased
operations.

In connection with the 1995 facility with HLS, First Premium formed a new
wholly owned, bankruptcy remote subsidiary, FPFIN, to purchase the
receivables from First Premium and simultaneously sell the receivables to
HLS. Consistent with the prior securitization facility, all the receivable
sales to HLS are without recourse. FPFIN recognizes a gain at the time of
each sale based on its estimate of Excess Servicing, as defined in Note 3,
to be earned over the life of the receivables sold. All of the subsidiary
accounts are maintained by First Premium and consolidated with First
Premium's financial statements. First Premium performs all administrative
functions of FPFIN, such as cash management and accounting services.

HLS is an independent multiseller conduit which issues commercial paper or
other indebtedness to fund the purchase of receivables from FPFIN. HLS is
not affiliated with First Premium or its affiliates. Pursuant to the Sale
and Servicing Agreement between HLS and First Premium, HLS had engaged First
Premium to provide certain administrative services related to the servicing
of the loans and provides that First Premium be compensated as the Servicer.
Also, pursuant to the Sales and Servicing Agreement, First Premium is
required to maintain facility collateral at an amount equal to 105.5% of
commercial paper outstanding. The amount of this overcollateralization is
recorded as facility overcollateralization on the Company's consolidated
financial statements. Consistent with the prior securitization facility
terms, ING will provide the credit and liquidity enhancement for the HLS
facility.

The costs associated with the HLS facility were borne by First Premium and
have been capitalized and are being amortized on the straight-line method
over the 22-month life of the facility. The total amount capitalized by
First Premium was $275,670 and the total amortization expense in 1995 was
$137,835. The net balance is included in deferred financing fees on the
balance sheet.

F-85
<PAGE> 276

6. FINANCE RECEIVABLES

At December 31, 1995 and 1994, finance receivables consisted of premium
finance and equipment lease receivables, as follows (000's omitted):

<TABLE>
<CAPTION>
1995 1994
-------- -------
<S> <C> <C>
PREMIUM FINANCE RECEIVABLES:
Premium finance receivables $ 7,979 $93,349
Facility overcollateralization 6,630 0
Other receivables (Note 14) 1,094 0
Less-
Unearned finance charges (257) (2,202)
Allowance for losses on finance receivables (281) (251)
-------- -------
Net premium finance receivables owned, net $ 15,165 $90,896
======== =======
Premium finance receivables serviced without
recourse $101,871 $ 0
======== =======
EQUIPMENT LEASES-
Aggregate future amounts receivable under lease
contracts $ 9 $ 92
Residual value of equipment 37 67
Other lease receivables 379 522
-------- -------
425 681
Less-
Advance payments (2) (14)
Unearned income under lease contracts (24) (35)
Allowance for losses on finance receivables,
owned (258) (386)
Allowance for losses on finance receivables sold
with recourse (312) (193)
-------- -------
Net investment in direct financing leases $ (171) $ 53
======== =======

Equipment lease receivables sold
with recourse $ 1,505 $ 5,695
======== =======
</TABLE>

Premium finance receivables arise from the term financing of property and
casualty insurance premiums and are primarily secured by the related
unearned insurance premiums with the insurance company. The average life of
receivables financed is nine months and interest rates charged are based on
the current commercial paper rate plus a spread. The Company had no
significant concentrations of credit risk in 1995 or 1994.

In 1992, the Company's leasing subsidiary, Prospect, sold two lease
portfolios to unrelated parties. Pursuant to the sales agreement, Prospect
is required to reimburse the purchasers for any losses, as defined, incurred
on the sold portfolios, up to a maximum of 10% of

F-86
<PAGE> 277

outstanding principal on one of the sold portfolios and for losses in excess
of $500,000 on the other.

Prospect has reserved for losses on the sold portfolios for future
uncollectible principal amounts based on historical loss experience. In
addition, Prospect had amounts on deposit with the purchasers totaling
$724,000 at December 31, 1995 and 1994, to cover losses incurred. This
deposit is classified as funds held in escrow on the balance sheet.

Other lease receivables represent owned lease receivable principal amounts
which Prospect is attempting to collect through litigation. Management
provides reserves for these receivables based upon a specific review of the
portfolio and their estimate of future collections and fair value of
collateral.

7. ALLOWANCE FOR LOSSES

Changes in the allowance for losses on finance receivables during the year
ended December 31, 1995 and 1994, are as follows (000's omitted):

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Balance, beginning of year $ 830 $ 935
Provision for losses on finance receivables 347 137
Charge-offs, net (326) (242)
----- -----
Balance, end of year $ 851 $ 830
===== =====
</TABLE>

Provision for losses are made in amounts sufficient to maintain reserves
equal to management's estimate of probable losses in the portfolio. Amounts
are estimates based on current conditions of the portfolio, previous
experience and current economic conditions. Losses on receivables are
charged off at such time as management believes that the receivables are
uncollectible.

8. FEDERAL INCOME TAXES

As of December 31, 1995, Crabtree had the following operating loss
carryforwards relating to regular tax, which are available to offset future
tax and book income, subject to the limitation discussed below (000's
omitted):

<TABLE>
<CAPTION>
FOR INCOME FOR FINANCIAL
TAX PURPOSES REPORTING PURPOSES
------------ ------------------
<S> <C> <C>
Regular tax $9,300 $10,800
====== =======
</TABLE>

If not utilized, these carryforwards will expire in varying amounts from the
years 2000 through 2009. No taxes were paid in either 1994 or 1995.

F-87
<PAGE> 278

As the result of Crabtree becoming a 100% owner of CLC, certain of CLC's tax
loss carryforwards may be utilized by Crabtree in future years. As of
December 31, 1995, CLC had regular tax net operating loss ("NOL")
carryforwards of approximately $10.1 million which may be available to
offset future taxable income. If not utilized, these carryforwards
will expire in varying amounts from 2004 through 2010.

CLC also has approximately $2.3 million of capital loss carryforwards which
can be utilized to offset future taxable capital gains. If not utilized,
this carryforward will expire in 1996.

9. NOTES AND LOANS PAYABLE

A summary of notes and loans payable at December 31, 1995 and 1994, is as
follows (000's omitted):

<TABLE>
<CAPTION>
WEIGHTED-
LOAN INTEREST MATURITY AVERAGE
AMOUNT RATE DATE INTEREST RATE
------ -------- -------- -------------
<S> <C> <C> <C> <C>
1995-
Revolving credit line $1,700 Prime + 1% 03/31/96 10.0%
Secured revolving credit line 200 Prime to prime + 1.5% 04/30/96 9.9
Promissory note 250 Prime 07/01/96 9.0
------
$2,150
======
Subordinated notes-
Deerpath $1,500 Prime +.5% to 1.5% 12/23/97 10.0
ING (net of unamortized
discount of $65) 492 02/12/98
------
$1,992
======
1994-
Revolving credit line $1,950 Prime + 1% 03/31/96 8.3
Promissory note 250 Prime 07/01/95 7.2
------
$2,200
======
Subordinated notes-
Deerpath $1,500 Prime +.5% to 1.5% 12/23/97 8.4
ING (net of unamortized
discount of $94) 463 02/12/98
------
$1,963
======
</TABLE>

During 1995, 1994 and 1993, interest paid was $754,000, $625,000 and
$585,000, respectively.

The Crabtree Revolving Credit Line loan represents the amounts outstanding
under an available line of $2,000,000 with a bank. This loan is unsecured,
but is guaranteed by a

F-88
<PAGE> 279

significant shareholder of the Company. In March, 1996, this line was renewed
until March 31, 1997. Average borrowings outstanding on this line were
$1,954,258 and $1,739,315 in 1995 and 1994, respectively.

In May, 1995, First Premium renewed and restructured a secured revolving loan
agreement with a bank, which matures April, 1996. Terms of the agreement
include providing a lien and first security interest in the premium finance
receivables not sold to HLS to the bank, as well as restrictions on maintenance
of various operating ratios and tangible net worth. The facility is comprised
of two lines of credit which can combine up to a maximum of $13,000,000. The
primary line is at the bank's prime rate of interest. Borrowings are based on
an eligible premium finance receivable base to a maximum of $13,000,000. The
supplemental line bears interest at the bank's prime rate plus 1.5% to a maximum
of $3,000,000. Borrowings are based on overcollateralized amounts First Premium
maintains in its securitization facility. The average daily amount outstanding
on the primary and supplemental lines in 1995 and 1994 were $2,975,658 and
$2,989,178, respectively.

First Premium utilizes the proceeds from receivable sales to reduce the
outstanding balance of the loan in order to permit release of the lien and first
security interest on the receivables sold.

In the ordinary course of business, a significant shareholder and principal
officer has from time to time extended loan and other credit guarantees to the
Company (see Note 16).

First Premium entered into a letter agreement with Deerpath Investment Partners,
Ltd. ("Deerpath"), a shareholder of Crabtree, under which additional capital
funds of $1,500,000 were committed. The funding was received by First Premium
on December 23, 1992, with the understanding that Deerpath would receive
subordinated debt and a participating equity interest in First Premium.
Effective February 19, 1993, the transaction was modified so that Crabtree
contributed additional capital of $1,000,000 to First Premium. Crabtree
purchased a $200,000 unsecured subordinated note from First Premium and received
warrants to purchase shares of common stock of First Premium. Deerpath
purchased a $300,000 subordinated note from First Premium and Deerpath received
warrants to purchase shares of common stock of First Premium. Deerpath also
purchased a $1,200,000 subordinated note from Crabtree. The total committed
capital of $1,500,000 of unsecured subordinated notes bear interest at prime
plus .5% to 1.5% and mature on December 23, 1997, and are shown as a component
of subordinated notes on the balance sheet. The warrants issued to Crabtree
enable the holder to purchase a total of 482 shares of First Premium common
stock at $500 per share. Crabtree subsequently transferred ownership of these
warrants to Deerpath. The warrants issued to Deerpath enable the holder to
purchase a total of 600 shares of First Premium's common stock at $500 per
share. The subordinated notes may be repaid, at the option of Deerpath, through
the exercise of the warrants. Deerpath also has the option, in accordance with
related put agreements, to require First Premium to repurchase the warrants at
current market value, as defined in the agreements. These warrants and the
related put agreements expire on December 31, 2004. No value has been assigned
to these warrants as the exercise price is substantially in excess of the fair
value of the common stock of First Premium. First Premium has 13,375 shares of
common stock outstanding at December 31, 1995.

F-89
<PAGE> 280

10. COMMERCIAL PAPER

First Premium Funding Corporation, issued commercial paper notes having
maturities of 1 to 270 days to finance the purchase of receivables from
First Premium. Upon the formation of the HLS facility in February, 1995,
First Premium Funding Corporation discontinued issuance of commercial paper
notes.

The table below sets forth information concerning outstanding commercial
paper and its related cost. These amounts are computed using the average
daily balances during the periods from January 1, 1995, through February 2,
1995, and January 1, 1994, through December 31, 1994.

Average amount outstanding $81,015,757 $74,769,633
Maximum month-end amount
outstanding during the period $85,000,000 82,565,000
=========== ============
Average yield at-
End of period 6.10% 6.12%
During the period 5.96% 4.54
=========== ============
</TABLE>

11. STOCK OPTION AND STOCK APPRECIATION RIGHTS PLANS

Crabtree's 1987 Stock Option Plan and Stock Appreciation Rights Plan (the
"Option Plan" and "SAR Plan," respectively, or collectively referred to as
the "Crabtree Plans" or "Plans") were adopted by the Board of Directors and
approved by the stockholders in October, 1987. As of December 31, 1995,
options to purchase up to 275,000 common shares and 200,000 stock
appreciation rights may be granted pursuant to the Plans. The Plans and
their terms are administered by the Board of Directors.

The Option Plan provides for the granting of Incentive Stock Options,
Nonqualified Stock Options and the sale of Restricted Stock to key employees
(including officers, directors and employees of all subsidiary corporations)
having principal responsibility for the long-term success of the Company.
In addition, the Option Plan provides that Stock Appreciation Rights
("SARs") may be granted on conjunction with any option granted pursuant to
this Plan. No SARs are outstanding as of December 31, 1995.

Options and SARs are granted at a price equal to fair value at date of grant
and become exercisable in four equal annual installments. Options and SARs
granted have a maximum duration of 10 years. The vesting period commences
the date the employee begins employment with Crabtree or the subsidiary
becomes a subsidiary of Crabtree.

F-90

<PAGE> 281

The following is a summary of stock option information:

<TABLE>
<CAPTION>
OPTION OPTION PRICE
SHARES PER SHARE
------ ------------
<S> <C> <C>
Outstanding, December 31, 1993 63,225 $7-$25
Granted 0 0
Exercised 0 0
Canceled or expired 0 0
------ ------------
Outstanding, December 31, 1994 63,225 $7-$25
Granted 0 0
Exercised 0 0
Canceled or expired 0 0
------ ------------
Outstanding, December 31, 1995 63,225 $7-$25
====== ============
Exercisable, December 31, 1995 63,225 $7-$25
====== ============
</TABLE>

During 1990, two senior officers of Crabtree purchased 60,000 shares of
stock at $5 per share under the 1990 Stock Purchase Plan (the "Plan").
This stock was purchased with a permanent discount of $20 per share, or at
a total value of $25 per share. Under this plan, gains on the stock accrue
to the holders only if the value of the stock exceeds $25 per share. Under
the terms of the Plan, in the event of a merger or public offering of
stock, the discount provisions are terminated. The purchase price of the
60,000 shares at $5 per share was paid for with promissory notes totaling
$300,000 bearing interest at 10% and payable in annual amounts through
1997. These notes were fully paid as of December 31, 1994. As described in
Note 2, the financial statements have been retroactively restated to give
effect to the recording of $1.2 million of compensation expense related to
the issuance of these shares.

Effective July, 1992, an employee stock option plan was approved by First
Premium. The stock option plan covers 2,300 shares of common stock. On
July 20, 1992, incentive options to purchase 1,663 shares were granted to
certain employees at an exercise price of $400 per share, the estimated
fair market value as determined by the Board of Directors. Options under
this grant vest over 4 years and must be exercised within 10 years of the
grant date.

12. BENEFIT PLAN

First Premium has a contributory retirement savings plan (pursuant to
Section 401(k) of the Internal Revenue Code) covering substantially all
employees. Under the plan, benefits are generally determined based on
employee contributions, subject to IRS limitations and First Premium
contributions (as declared by the Board of Directors). All full-time
employees are eligible to participate in the plan after attainment of 21
years of age and 6 months of service. First Premium's expense for this
plan was $32,718, $22,986 and $14,610 in 1995, 1994 and 1993, respectively.
First Premium does not currently offer other postretirement benefits such
as health care or other pension.

F - 91
<PAGE> 282

13. DIVIDEND RESTRICTIONS

In connection with the Company's debt agreements (see Note 9), the Company
is not allowed to declare any dividends unless approved by the banks.

14. COMMITMENTS AND CONTINGENCIES

The Company and certain subsidiaries lease their office facilities. Total
minimum annual noncancelable rental commitments at December 31, 1995, are as
follows (000's omitted):

<TABLE>
<CAPTION>
AMOUNT
------
<S> <C>
Year-
1996 $ 351
1997 259
1998 262
1999 270
2000 and thereafter 138
------
$1,280
======
</TABLE>

First Premium has filed suit against an obligor in federal court in Miami,
Florida, to collect the remaining balance of $1,094,339 owing on an original
premium finance loan in the amount of $4,592,000. In addition, First
Premium seeks accumulated interest, late charges and attorney fees due to
it. Additional defendants include: (1) the obligor Director of Insurance
of over 16 years, who executed the premium finance agreement, (2) two
separate insurance agents who, along with the obligor's Director of
Insurance, falsely presented in writing to First Premium the named insurers
involved and the effective dates, policy numbers, premium amounts, insurer
names and policy terms for the insurance policies being financed, (3) three
separate insurance companies and the managing general agent for two of them,
who directed that premiums be remitted to them via the insurance agent
(their agent) who falsely represented the coverages to First Premium, and
who also were unjustly enriched because they misappropriated premiums paid
by First Premium for specific financed policies to pay other policies not
financed by First Premium. In addition, at an appropriate time, First
Premium anticipates filing suit against Errors and Omissions insurance
companies covering the obligor, obligor's Director of Insurance and one of
the insurance agents.

The lawsuit is currently set for trial in August, 1996. Presently,
discovery via depositions of the defendants and document production and
examination is occurring.

Management, after consultation with legal counsel, believes the ultimate
result of this legal action in this matter will result in a favorable
settlement or, in the alternative, a favorable jury verdict and subsequent
collection in full of the amount due to First Premium because of the
underlying facts, applicable law, the number of defendants, many of which
appear to be severally liable for the entire amount due to First Premium and
the financial ability of the defendants to pay the anticipated settlement or
judgment. The amount of the uncollected receivable is classified as other
receivables at December 31, 1995.

F-92
<PAGE> 283

In the ordinary course of business, there are various other legal
proceedings pending against the company. Management considers that the
aggregate liabilities, if any, resulting from such actions would not have
a material adverse effect on the financial position of the Company.

15. FAIR VALUE OF FINANCIAL INSTRUMENTS

Crabtree has estimated the fair value of its financial instruments in
accordance with Statement of Financial Accounting Standards No. 107 ("FAS
107"), "Disclosures About Fair Value of Financial Instruments." Financial
instruments include cash, finance receivables, facility
overcollateralization, notes and loans payable, and commercial notes
payable. FAS 107 specifically excludes lease contracts and minority
interests in consolidated subsidiaries from the definition of financial
instruments.

The following assumptions were used to estimate the fair value of
Crabtree's financial instruments:

Cash:

The carrying value approximates fair value for this instrument due to its
liquid nature.

Finance receivables

Due to the short term nature of the premium finance receivables, the rate
earned on these receivables approximates a current market rate, and as a
result, carrying value approximates market value.

Facility Overcollateralization:

Facility overcollateralization represents premium finance receivables
deposited with HLS pursuant to the securitization facility agreement. As
such, due to the short term nature of these receivables, carrying value
approximates market value.

Subordinated notes, Notes and loans payable:

The fair value of these instruments was determined to approximate existing
carrying value because interest rates on these instruments adjust with
changes in market rates due to their repricing characteristics.

Commercial paper notes payable:

F-93

<PAGE> 284

16. RELATED-PARTY TRANSACTIONS

Crabtree from time to time borrowed money from CLC under secured
promissory notes which bore interest at 10%. Such transactions occurred
in March, 1993, for $300,000 which was repaid in June, 1993, August, 1993,
for $250,000 which was repaid in January, 1994, and in April, 1994, for
$175,000 which was repaid in March, 1995. These transactions resulted in
interest expense to Crabtree of $12,000 in 1993, $14,000 in 1994 and
$3,000 in 1995.

During 1995 and 1994, the Company's bank debt was guaranteed by a
significant shareholder and principal officer of the Company. The Company
agreed to pay a fee to this individual for the guarantee at a rate of 1.5%
of the balance of the debt guaranteed. These transactions resulted in
expense to Crabtree of $32,973, $29,840 and $68,339 in 1995, 1994 and
1993, respectively, and are included in other expense on the Company's
statement of income.

Various shareholders, from time to time, perform advisory and consulting
services for the Company. Amounts paid to shareholders and other related
parties for these services are $301,253, $281,544 and $409,039 in 1995,
1994 and 1993, respectively, and are classified as professional fees
on the income statements.

During 1993, the Board of Directors approved the purchase by a significant
shareholder and principal officer of the Company of an automobile,
furniture and office equipment for a total purchase price of $38,400.
This amount was paid in 1994.

17. SUBSEQUENT EVENT

The Board of Directors has approved a proposed Agreement and Plan of
Reorganization (the "Agreement") by and among Crabtree, Libertyville
Bancorp, Inc., North Shore Community Bancorp, Inc., Hinsdale Bancorp,
Inc., and Lake Forest Bancorp, Inc. (the "Constituents") with North Shore
Community Bancorp, Inc. as the Resulting Corporation. As a part of the
merger, North Shore Community Bancorp, Inc. will be renamed to "WINTRUST
FINANCIAL CORPORATION" ("WINTRUST"). Pursuant to the Agreement, common
stock of WINTRUST will be exchanged for the outstanding shares of common
stock of the Constituents based upon exchange ratios specified in the
Agreement. The proposed transaction is contemplated to be accounted for
as a pooling of interests transaction and is subject to shareholder and
regulatory approval.

F-94

<PAGE> 285

APPENDIX A

- -----------------------------------------------------------------------------

AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION

by and among

NORTH SHORE COMMUNITY BANCORP, INC.

and

LAKE FOREST BANCORP II,
HINSDALE BANCORP II,
LIBERTYVILLE BANCORP II,

and

CRABTREE CAPITAL CORPORATION II,
each a wholly owned subsidiary of
North Shore Community Bancorp, Inc.

and

LAKE FOREST BANCORP, INC.

and

HINSDALE BANCORP, INC.

and

LIBERTYVILLE BANCORP, INC.

and

CRABTREE CAPITAL CORPORATION

Dated as of this 28th day of May, 1996

- -----------------------------------------------------------------------------
<PAGE> 286
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C> <C>
1. REORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
1.1 The Merger . . . . . . . . . . . . . . . . . . . . . . A-2
1.2 Articles of Incorporation . . . . . . . . . . . . . . A-2
1.3 Bylaws . . . . . . . . . . . . . . . . . . . . . . . . A-3
1.4 Directors and Officers . . . . . . . . . . . . . . . . A-3
1.5 Name . . . . . . . . . . . . . . . . . . . . . . . . . A-3
1.6 Effect of the Merger on Capital Stock . . . . . . . . A-3
1.7 Effect of the Merger on Capital Stock of the
Merging Companies . . . . . . . . . . . . . . . . . . A-4
1.8 Warrants . . . . . . . . . . . . . . . . . . . . . . . A-5
1.9 Conversion of Rights/Options . . . . . . . . . . . . . A-5
1.10 Dissenting Shareholders . . . . . . . . . . . . . . . A-6

2. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.1 Time; Place . . . . . . . . . . . . . . . . . . . . . A-6
2.2 Effective Date . . . . . . . . . . . . . . . . . . . . A-6
2.3 Further Assurances . . . . . . . . . . . . . . . . . . A-6
2.4 Exchange of Share Certificates . . . . . . . . . . . . A-6

3. REPRESENTATIONS AND WARRANTIES OF NSCB . . . . . . . . . . . . . . A-7
3.1 Organization, Power and Qualification . . . . . . . . A-7
3.2 Subsidiaries . . . . . . . . . . . . . . . . . . . . . A-8
3.3 Capitalization . . . . . . . . . . . . . . . . . . . . A-8
3.4 Non-Contravention, No Violation . . . . . . . . . . . A-8
3.5 Financial Statements . . . . . . . . . . . . . . . . . A-9
3.6 Undisclosed Liabilities . . . . . . . . . . . . . . . A-9
3.7 Absence of Certain Changes . . . . . . . . . . . . . . A-10
3.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.9 Condition of Properties . . . . . . . . . . . . . . . A-11
3.10 Material Contracts . . . . . . . . . . . . . . . . . . A-12
3.11 No Default, Violation or Litigation . . . . . . . . . A-12
3.12 Insurance . . . . . . . . . . . . . . . . . . . . . . A-12
3.13 Employment, Labor and Other Relations . . . . . . . . A-13
3.14 Employee Benefits . . . . . . . . . . . . . . . . . . A-13
3.15 Patents, Trademarks and Licenses . . . . . . . . . . . A-14
3.16 Environmental Matters . . . . . . . . . . . . . . . . A-14
3.17 Other Material Adverse Information . . . . . . . . . . A-14
3.18 Disinterested Directors Approval . . . . . . . . . . . A-14

4. REPRESENTATIONS AND WARRANTIES OF SURVIVING COMPANIES . . . . . . . A-15
4.1 Organization, Power and Qualification . . . . . . . . A-15

</TABLE>

i
<PAGE> 287

<TABLE>
<S> <C> <C>
4.2 Subsidiaries . . . . . . . . . . . . . . . . . . . . . A-15
4.3 Capitalization . . . . . . . . . . . . . . . . . . . . A-16
4.4 Authorization; Non-Contravention; Consents . . . . . . A-16
4.5 Financial Statements . . . . . . . . . . . . . . . . . A-16
4.6 Undisclosed Liabilities . . . . . . . . . . . . . . . A-17
4.7 Absence of Certain Changes . . . . . . . . . . . . . . A-17
4.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . A-18
4.9 Condition of Properties . . . . . . . . . . . . . . . A-19
4.10 Material Contracts . . . . . . . . . . . . . . . . . . A-19
4.11 No Default, Violation or Litigation . . . . . . . . . A-19
4.12 Insurance . . . . . . . . . . . . . . . . . . . . . . A-20
4.13 Employment, Labor and Other Relations . . . . . . . . A-20
4.14 Employee Benefits . . . . . . . . . . . . . . . . . . A-21
4.15 Patents, Trademarks and Licenses . . . . . . . . . . . A-22
4.16 Environmental Matters . . . . . . . . . . . . . . . . A-22
4.17 Other Material Adverse Information . . . . . . . . . . A-22
4.18 Disinterested Directors Approval . . . . . . . . . . . A-22

5. COVENANTS AND ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . A-22
5.1 Conduct of Business Pending Consummation of
Merger; No Material Change . . . . . . . . . . . . . . A-22
5.2 Maintain Surviving Companies, Surviving
Subsidiaries, the Bank and NSCB as Going Concerns . . A-24
5.3 Preserve Accuracy of Representations and
Warranties . . . . . . . . . . . . . . . . . . . . . . A-24
5.4 Extension of Credit . . . . . . . . . . . . . . . . . A-24
5.5 Borrowing . . . . . . . . . . . . . . . . . . . . . . A-25
5.6 Supplements to Schedules . . . . . . . . . . . . . . . A-25
5.7 Best Efforts . . . . . . . . . . . . . . . . . . . . . A-25
5.8 Registration Statement; Shareholder Approval . . . . . A-25
5.9 Consents . . . . . . . . . . . . . . . . . . . . . . . A-26
5.10 Affiliate Letters . . . . . . . . . . . . . . . . . . A-26
5.11 Material Facts . . . . . . . . . . . . . . . . . . . . A-26
5.12 Notification . . . . . . . . . . . . . . . . . . . . . A-26
5.13 Due Diligence . . . . . . . . . . . . . . . . . . . . A-26
5.14 Conversion of Preferred Stock . . . . . . . . . . . . A-27

6. CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . A-28
6.1 No Injunctions or Restraints; Illegality . . . . . . . A-28
6.2 Shareholder Approvals . . . . . . . . . . . . . . . . A-28
6.3 Fairness Opinion . . . . . . . . . . . . . . . . . . . A-28
6.4 Effectiveness of Form S-4 . . . . . . . . . . . . . . A-28
6.5 Regulatory Approvals . . . . . . . . . . . . . . . . . A-28
6.6 Tax Opinion . . . . . . . . . . . . . . . . . . . . . A-28
6.7 Pooling of Interest . . . . . . . . . . . . . . . . . A-29

</TABLE>

ii
<PAGE> 288

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C> <C>
6.8 Conversion of First Premium Warrants; Amendment of
Warrant Agreements . . . . . . . . . . . . . . . . . . A-29
6.9 Conversion of First Premium and Credit Life Option
Plans . . . . . . . . . . . . . . . . . . . . . . . . A-30
6.10 No Material Adverse Change . . . . . . . . . . . . . . A-31
6.11 Consummation of First Premium/Credit Life and
Crabtree/Prospect Leasing Mergers . . . . . . . . . . A-31

7. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
7.1 Termination . . . . . . . . . . . . . . . . . . . . . A-31
7.2 Effect of Termination . . . . . . . . . . . . . . . . A-32

8. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . A-32
8.1 Waiver of Terms . . . . . . . . . . . . . . . . . . . A-32
8.2 Amendment of Agreement . . . . . . . . . . . . . . . . A-32
8.3 Contents of Agreement; Binding Nature . . . . . . . . A-32
8.4 Notices . . . . . . . . . . . . . . . . . . . . . . . A-32
8.5 Commissions and Finder's Fees . . . . . . . . . . . . A-33
8.6 Expenses . . . . . . . . . . . . . . . . . . . . . . . A-33
8.7 Severability . . . . . . . . . . . . . . . . . . . . . A-33
8.8 Counterparts . . . . . . . . . . . . . . . . . . . . . A-34
8.9 Headings . . . . . . . . . . . . . . . . . . . . . . . A-34
8.10 Governing Law; Jurisdiction . . . . . . . . . . . . . A-34
8.11 Instruments of Further Assurance . . . . . . . . . . . A-34
8.12 Publicity . . . . . . . . . . . . . . . . . . . . . . A-34
8.13 No Third Party Beneficiaries . . . . . . . . . . . . . A-34

</TABLE>

EXHIBITS

A. Form of Plan of Merger
B. Form of Amended and Restated Articles of Incorporation of Resulting
Company
C. Amended and Restated By-Laws of Resulting Company
D. Form of Affiliate Letters

SCHEDULES

1.4 Directors and Officers of Resulting Company
1.8 Schedule of Warrants
1.9 Schedule of Rights/Options
3.3 Capitalization of NSCB and the Merging Companies
4.3 Capitalization of the Surviving Companies
5.14 Schedule of Preferred Stock

iii

<PAGE> 289

AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") is made as of this 28th day of May, 1996 by and among NORTH SHORE
COMMUNITY BANCORP, INC., an Illinois corporation ("NSCB"), LAKE FOREST BANCORP
II, an Illinois corporation ("LFBII"), HINSDALE BANCORP II, an Illinois
corporation ("HBII"), LIBERTYVILLE BANCORP II, an Illinois corporation
("LBII"), CRABTREE CAPITAL CORPORATION II, an Illinois corporation ("Crabtree
II"), each a wholly owned subsidiary of NSCB, and each of LAKE FOREST BANCORP,
INC., a Delaware corporation ("LFB"), HINSDALE BANCORP, INC., an Illinois
corporation ("HB"), LIBERTYVILLE BANCORP, INC., an Illinois corporation ("LB"),
and CRABTREE CAPITAL CORPORATION, a Delaware corporation ("Crabtree").

W I T N E S S E T H:

WHEREAS, NSCB is the owner of one hundred percent (100%) of the
capital stock of LFBII, HBII, LBII and Crabtree II (LFBII, HBII, LBII and
Crabtree II are sometimes collectively referred to herein as the "Merging
Companies");

WHEREAS, each of NSCB and the Surviving Companies have in common one
or more members of their respective boards of directors and a number of
stockholders, and each of NSCB, LFB, HB and LB have in common a number of
executive officers who divide their time among each of such companies;

WHEREAS, NSCB, together with LFB, HB, LB and Crabtree (each of LFB,
HB, LB and Crabtree is sometimes referred to herein as a "Surviving Company"
and sometimes collectively referred to herein as the "Surviving Companies")
desire to effectuate a corporate reorganization (the "Reorganization") to form
a combined parent holding company for all of such businesses through a plan of
merger pursuant to which LFBII will merge with and into LFB, HBII will merge
with and into HB, LBII will merge with and into LB, and Crabtree II will merge
with and into Crabtree, with NSCB surviving as the ultimate parent holding
company with a new name and such corporate changes as provided for herein (the
"Resulting Company"), all on the terms and conditions set forth herein and in
the Plan of Merger attached hereto as Exhibit A (the "Plan of Merger");

WHEREAS, as a result of the Reorganization, each of the issued and
outstanding shares of the Surviving Companies shall be converted into the right
to receive shares of common stock of the Resulting Company and each of the
issued and outstanding shares of the Merging Companies shall be converted into
shares of the applicable Surviving Company, such that the Resulting Company
will own one hundred percent (100%) of the capital stock of LFB, HB, LB and
Crabtree as a result of the Reorganization;
<PAGE> 290
WHEREAS, the respective Boards of Directors of NSCB, the Merging
Companies, and the Surviving Companies deem it advisable and in the best
interests of each of them and their respective shareholders that the Merging
Companies be merged with and into the Surviving Companies in the manner
contemplated herein, and each of the aforesaid Boards of Directors have adopted
resolutions approving this Agreement and have recommended the actions
contemplated for approval and adoption by the holders of the issued and
outstanding shares of the capital stock of each of the Merging Companies and
the Surviving Companies;

WHEREAS, the respective Boards of Directors of NSCB and each of the
Surviving Companies have agreed to share certain costs, fees and expenses
attributable to the proposed Reorganization, said fees and costs to be paid
regardless of whether or not the proposed Reorganization is consummated;

WHEREAS, for federal income tax purposes, it is intended that the
proposed transaction shall qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and that this Agreement shall constitute a "plan of reorganization"
for the purposes of Section 368 of the Code.

NOW THEREFORE, in consideration of the foregoing premises and the
mutual promises, covenants and agreements hereinafter set forth, the parties
hereto agree as follows:

1. REORGANIZATION

1.1 THE MERGER. As of the Effective Date, as that term is defined
herein, the Merging Companies shall merge into the Surviving Companies in
accordance with the terms of the Agreement and the applicable provisions of the
Illinois Business Corporation Act (the "BCA") and the Delaware General
Corporation Law ("DGCL") (the "Merger"); the issued and outstanding shares of
NSCB and of the Surviving Companies shall be converted into shares of the
Resulting Company as provided for in Section 1.6 and the issued and outstanding
shares of the Merging Companies shall be converted into shares of the Surviving
Companies as provided for in Section 1.7; and the separate corporate existence
of each of the Merging Companies shall cease and NSCB shall continue as the
Resulting Company with such changes to its Articles of Incorporation and Bylaws
as provided for in Sections 1.2 and 1.3 below.

1.2 ARTICLES OF INCORPORATION. As of the Effective Date, the
Articles of Incorporation of the Resulting Company shall be amended and
restated to read in their entirety as set forth in Exhibit B, and shall
thereafter remain in full force and effect until amended in accordance with
applicable law. The Articles of Incorporation, or Certificates of
Incorporation, as the case may be, of the Surviving Companies, as in effect on
the Effective Date, shall be the Articles of Incorporation, or Certificates of
Incorporation, as the case may be, of the Surviving Companies, as the surviving
entities, following the Effective Date.

A-2
<PAGE> 291
1.3 BYLAWS. The Bylaws of the Resulting Company shall be amended
and restated to read in their entirety as set forth in Exhibit C, and shall
remain in full force and effect until thereafter amended in accordance with
applicable law. The Bylaws of the Surviving Companies, as in effect on the
Effective Date shall be the Bylaws of the Surviving Companies, as the surviving
entities, following the Effective Date.

1.4 DIRECTORS AND OFFICERS. As of the Effective Date, the
officers and directors of the Surviving Companies, and the Surviving
Subsidiaries (as that term is defined in Section 4.2) immediately prior to the
Effective Date shall be the officers and directors of the Surviving Companies
and the Surviving Subsidiaries until such time as their respective successors
have been elected and qualified and no change shall occur in the officers and
directors of the Surviving Companies, the Surviving Subsidiaries, or the Bank
(as that term is defined in Section 3.2), as a result of the proposed
Reorganization. As of the Effective Date, the officers and the directors of
the Resulting Company shall be those persons set forth on Schedule 1.4.

1.5 NAME. As of the Effective Date, the name of the Resulting
Company shall be "WINTRUST FINANCIAL CORPORATION."

1.6 EFFECT OF THE MERGER ON CAPITAL STOCK.

(a) Common Stock. As of the Effective Date, by virtue of
the Merger, each validly issued and outstanding share of the capital stock of
NSCB and the Surviving Companies, other than Dissenting Shares (as that term is
defined in Section 1.10) (collectively, the "Shares") and shall be converted,
adjusted or cancelled as follows:

(i) LFB. Except as provided in Section
1.6(a)(viii) below, each share of the common stock, no par value per
share, of LFB (the "LFB Common Stock") validly issued, fully paid and
nonassessable, outstanding immediately prior to the Effective Date
shall be converted into the right to receive 9.67334 shares (the "LFB
Exchange Ratio") of the common stock, without par value, of the
Resulting Company ("RC Shares");

(ii) HB. Except as provided in Section
1.6(a)(viii) below, each share of the common stock, no par value per
share, of HB (the "HB Common Stock") validly issued, fully paid and
nonassessable, outstanding immediately prior to the Effective Date
shall be converted into the right to receive 6.03398 RC Shares (the
"HB Exchange Ratio");

(iii) LB. Except as provided in Section
1.6(a)(viii) below, each share of the common stock, no par value per
share, of LB (the "LB Common Stock") validly issued, fully paid and
nonassessable, outstanding immediately prior to the Effective Date
shall be converted into the right to receive 4.02578 RC Shares (the
"LB Exchange Ratio");

A-3
<PAGE> 292
(iv) Crabtree. Except as provided in Section
1.6(a)(viii) below, each share of the common stock, par value $1.00
per share, of Crabtree (the "Crabtree Common Stock") validly issued,
fully paid and nonassessable, outstanding immediately prior to the
Effective Date shall be converted into the right to receive 1.18332 RC
Shares (the "Crabtree Exchange Ratio").

(The LFB Exchange Ratio, the HB Exchange Ratio, the
LB Exchange Ratio and the Crabtree Exchange Ratio are hereinafter
collectively referred to as the "Exchange Ratios").

(v) NSCB. Except as provided in Section
1.6(a)(viii) below, each share of common stock, no par value, of NSCB
(the "NSCB Common Stock") validly issued, fully paid and
nonassessable, outstanding immediately prior to the Effective Date
shall be converted into the right to receive 5.16180 RC Shares (the
"NSCB Exchange Ratio").

(vi) Share Certificates. The certificate(s) which
formerly represented the Shares shall, from and after the Effective
Date, represent the right to receive the number of shares of the
Resulting Company set forth above in subsections (i) through (v) of
this Section 1.6(a) until exchanged as provided for in Section 2.5.

(vii) Fractional Shares. No certificate for
fractional RC Shares will be issued by the Resulting Company in
connection with the exchanges contemplated by the Reorganization, but
in lieu thereof, any holder of Shares shall, upon surrender of all of
the certificates(s) representing Shares held by such holder in NSCB,
LFB, HB, LB and Crabtree, be paid cash, without interest, by the
Resulting Company for any resulting fractional shares, after
aggregating all of the RC Shares to be issued in exchange, in an
amount equal to $15.00 multiplied by such fraction.

(viii) Cancellation of Treasury Stock, Intercompany
Shares. Any Shares of NSCB or any Surviving Company, as the case may
be, which are owned by any other Surviving Company or NSCB immediately
prior to the Effective Date, and any shares of treasury stock held by
any Surviving Company or NSCB immediately prior to the Effective Date,
shall be cancelled and shall cease to exist as of the Effective Date
and no RC Shares shall be delivered in exchange therefor.

(b) Preferred Stock. Any shares of preferred stock of
any of the Surviving Companies issued and outstanding as of the Effective Date
shall be cancelled, it being contemplated that all such preferred shares will
have been converted to common stock as provided in Section 5.14 hereof.

1.7 EFFECT OF THE MERGER ON CAPITAL STOCK OF THE MERGING
COMPANIES. Each validly issued and outstanding share of common stock of each
of the Merging Companies shall

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be converted into one share of the applicable Surviving Company as of the
Effective Date as follows:

<TABLE>
<CAPTION>
Merging Applicable
Company Surviving Company
------- -----------------
<S> <C>
LFB II LFB
HB II HB
LB II LB
Crabtree II Crabtree
</TABLE>

1.8 WARRANTS. There currently are issued and outstanding certain
warrants (a "Warrant" or collectively the "Warrants") providing holders thereof
the right to purchase common stock of NSCB, HB and LB, and of the wholly owned
subsidiary of Crabtree, First Premium Services, Inc., an Illinois corporation
("First Premium"). The First Premium Warrants shall, in connection with and as
part of the Reorganization, be contributed as property by the holders thereof
to the Resulting Company in exchange for RC Shares and/or warrants to acquire
RC Shares as provided in Section 6.8. Each Warrant, other than the First
Premium Warrants, which is validly issued and outstanding immediately prior to
the Effective Date shall, in connection with and as part of the Reorganization,
as of the Effective Date, be contributed by the holders thereof as property to
the Resulting Company in exchange for and in consideration of a combination of
RC Shares and Warrants to purchase RC Shares with an exercise period equal to
the remaining exercise period of the outstanding Warrants contributed and at
the purchase price of $15.00 per RC Share ("RC Warrants"), such that the total
number of such RC Shares issued in exchange and subject to such RC Warrants
issued in exchange shall equal the product of the number of shares subject to
such Warrants multiplied by the applicable Exchange Ratio as specified in
Schedule 1.8. Schedule 1.8 sets forth the number of Shares currently subject
to outstanding Warrants and the number of RC Shares to be issued in exchange
therefor and to be subject to RC Warrants upon consummation of the
Reorganization (assuming no prior exercise of any such Warrants).

1.9 CONVERSION OF RIGHTS/OPTIONS. There currently exist at NSCB,
LFB, HB, LB, Crabtree, First Premium and The Credit Life Companies, Inc., a
Delaware corporation, which is a non-operating wholly-owned subsidiary of
Crabtree ("Credit Life"), certain stock rights plans and/or option plans
(collectively, the "Rights/Option Plans") under which holders of stock rights
and options issued pursuant thereto have certain rights to purchase NSCB Common
Stock, LFB Common Stock, HB Common Stock, LB Common Stock, Crabtree Common
Stock, First Premium Common Stock or Credit Life Common Stock, respectively.
Each option or stock right, as the case may be, which is validly issued and
outstanding pursuant to any of such Rights/Option Plans of the Surviving
Companies immediately prior to the Effective Date shall, in accordance with the
terms of such Rights/Option Plans, by virtue of the Merger and without any
action on the part of the holder thereof, become and represent an option or
stock right, as the case may be, to purchase that number of RC Shares into
which the shares subject to such

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option or stock right would have been converted giving effect to the applicable
Exchange Ratio, or, in the case of the First Premium and Credit Life options,
into that number of RC Shares as contemplated by Section 6.9 hereof, and at an
exercise price appropriately adjusted to reflect such conversion. Schedule 1.9
sets forth each option or stock right, as the case may be, which is validly
issued and outstanding, or is contemplated to be outstanding prior to the
Effective Date, under the Rights/Option Plans and the number of RC Shares the
holder will be entitled to purchase giving effect to the Exchange Ratios upon
the Effective Date.

1.10 DISSENTING SHAREHOLDERS. A "Dissenting Share" shall mean a
Share held by any person who properly exercises appraisal rights, if any, under
the BCA or DGCL, as the case may be, with respect to such Share. The holder of
any Dissenting Share shall have the rights, subject to the limitations,
provided under the BCA or DGCL, as the case may be.

2. CLOSING

2.1 TIME; PLACE. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of Lake Forest Bank & Trust Company at 10:00 A.M. (Chicago time) on the
Effective Date, or such other time and place as the parties mutually agree.

2.2 EFFECTIVE DATE. The transaction contemplated by this
Agreement shall become effective upon the filing of Articles of Merger with the
Illinois Secretary of State and a Certificate of Merger with the Delaware
Secretary of State which filings shall be made on such date as the parties
mutually agree as promptly as practicable following satisfaction of the
conditions set forth in Section 6 herein (or waiver thereof to the extent
legally permissible) (said date and time referred to herein as the "Effective
Date").

2.3 FURTHER ASSURANCES. If at any time after the Effective Date
any party shall consider or be advised that any further deeds, assignments or
assurances in law or any other acts are necessary, desirable or proper (i) to
vest, perfect or confirm, of record or otherwise, by any party or (ii)
otherwise carry out the purposes of this Agreement for any party, the other
parties agree to execute and deliver all such deeds, assignments and assurances
in law and do all acts reasonably necessary, desirable or proper to vest,
perfect and confirm the actions required by such party or parties, to carry out
the purposes of this Agreement.

2.4 EXCHANGE OF SHARE CERTIFICATES. As soon as practicable after
the Effective Date, the Resulting Company shall mail to each holder of record
of Shares a letter of transmittal and instructions for use in the surrender of
all of such holder's share certificates representing Shares of any of NSCB,
LFB, HB, LB and Crabtree in exchange for certificates representing RC Shares
and any cash in lieu of fractional shares into which all of such Shares, in
aggregate, shall have been converted or adjusted pursuant to the terms of this
Agreement. Upon proper surrender of certificates for exchange and cancellation
to the Resulting Company, the holder of such Shares shall be entitled to
receive in exchange therefor, as applicable (i) a certificate representing the

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number of shares of RC Shares to which such holder of Shares may have become
entitled, in aggregate, pursuant to the provisions of this Agreement, and/or
(ii) a check representing the amount of any cash in lieu of fractional shares
which such holder has the right to receive in respect of the Shares surrendered
pursuant to the provisions of this Section 2.4. No interest will be paid or
accrued on any cash payable in lieu of fractional shares or on any unpaid
dividends and distributions payable to holders of Shares.

No dividends or other distributions that are declared on or after the
Effective Date on RC Shares or otherwise payable to holders of record thereof
on or after the Effective Date will be paid until such persons surrender their
Shares, as provided for herein, and no cash payment in lieu of fractional
shares shall be paid to any such holder until the holder of such Shares shall
so surrender the Shares. In no event shall the person entitled to receive such
dividends or other distributions be entitled to receive interest on such
dividends or other distributions. If any cash or certificate representing
shares of RC Shares is to be paid to or issued in the name of a person other
than that in which the Shares surrendered in exchange therefor are registered,
it shall be a condition of such exchange that the Shares so surrendered shall
be properly endorsed and otherwise in proper form for transfer and that the
person requesting such exchange shall pay to the Resulting Company any transfer
or other taxes required by reason of the issuance of the certificates for such
shares of RC Shares in a name other than that of the registered holder of the
Shares surrendered, or shall establish to the satisfaction of the Resulting
Company that such tax has been paid or is not applicable.

In the event that any certificates representing Shares shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the rights to such Shares setting forth that such Shares were
either lost, stolen or destroyed, together with any bond or indemnity agreement
as the Resulting Company may deem reasonably necessary, the Resulting Company
may issue in exchange for such lost, stolen or destroyed share certificates
representing the RC Shares and any cash in lieu of fractional shares
deliverable in respect thereof pursuant to this Agreement.

From and after the Effective Date, there shall be no transfers on the
stock transfer books of the Surviving Companies of any Shares outstanding
immediately prior to the Effective Date and any such Shares presented to the
Resulting Company shall be cancelled in exchange for the RC Shares issued with
respect thereto as provided in Section 1.6.

3. REPRESENTATIONS AND WARRANTIES OF NSCB

NSCB represents and warrants, to each of the Surviving Companies as
follows:

3.1 ORGANIZATION, POWER AND QUALIFICATION. Each of the Merging
Companies and NSCB are Illinois corporations, duly organized and validly
existing under the laws of the State of Illinois and each of the aforesaid have
all requisite corporate power and authority to own or hold under lease their
properties and assets and to carry on their businesses as now conducted.

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Each of the Merging Companies has taken all corporate action necessary to
approve the Merger. The minute books and stock record books of the Merging
Companies and NSCB containing minutes of director and stockholder meetings and
stock transfer and ownership records are complete and correct in all material
respects.

3.2 SUBSIDIARIES. None of the Merging Companies has any
subsidiaries, has conducted any business or taken any action except as
contemplated by this Agreement, nor owns directly or indirectly, any stock,
bonds or securities or any equity or other proprietary interest in any
corporation, partnership, joint venture, business enterprise or other entity of
any nature whatsoever. NSCB owns one hundred percent (100%) of the issued and
outstanding stock of each of LFBII, HBII, LBII and Crabtree II which consists
of 163,360, 207,137, 229,929, and 1,025,265 shares of common stock, no par
value per share, respectively.

NSCB owns one hundred percent (100%) of the right, title and interest
in and to North Shore Community Bank & Trust Company, an Illinois state banking
corporation (the "Bank"), and all such shares are owned free and clear of any
and all liens or encumbrances. The Bank has been duly organized and is validly
existing and has all requisite corporate power and authority to own and hold
under lease its properties and assets and to carry on its business as now
conducted.

3.3 CAPITALIZATION. Schedule 3.3 to this Agreement sets forth, as
of the date hereof, the number and classes of shares of capital stock of NSCB
and each of the Merging Companies which are authorized, issued and outstanding
and all shares reserved for issuance upon exercise of any and all options,
warrants and rights currently outstanding or available for grant pursuant to
existing stock option plans or subject to issuance by NSCB or the Merging
Companies pursuant to any other agreements or arrangements of any kind
providing for such issuance or sale.

3.4 NON-CONTRAVENTION, NO VIOLATION. The execution and delivery
of this Agreement and the Plan of Merger by each of the Merging Companies and
NSCB, and the other agreements and documents, including without limitation, the
Articles of Merger and/or Certificate of Merger, to be executed and delivered
by each of the Merging Companies (collectively the "Articles of Merger") and
NSCB hereunder, do not and will not, and the consummation by each of the
Merging Companies and NSCB of the transactions contemplated on its part hereby
and thereby will not, constitute or result in (with or without the giving of
notice or the lapse of time or both) (a) a breach or violation of, or a default
under, any provision of the articles or certificate of incorporation or by-laws
of any of the Merging Companies or NSCB or the Bank, (b) a breach or violation
of, a default under, or the triggering of any payment or other material
obligation pursuant to any of the Merging Companies' or NSCB's and/or the
Bank's benefit plans described in Section 3.14 or any grant or award made under
any of the foregoing, or (c) a material breach or violation of, or a conflict
with, or a material default under, or termination of, or an event permitting
any other person to terminate, or the acceleration of, or the creation or
imposition of any lien, charge, pledge, security interest or other encumbrance
on any properties or assets of any of the Merging Companies or NSCB or

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the Bank, pursuant to any provision of any material lease, contract, license or
other agreement binding upon any of the Merging Companies or NSCB or the Bank
or pursuant to any provision of any law, rule, judgment, decree, regulation,
ordinance or order, award or governmental permit or license, applicable to any
of the Merging Companies or NSCB or the Bank or any of their respective
properties or assets, or (d) any material change in the rights or obligations
of any party under any of the Contracts described pursuant to Section 3.10
hereof, including any such change as the result of a change in control
provision or similar provision contained in any such contract.

Except for (i) the filing of applications and notices, as applicable,
with the Board of Governors of the Federal Reserve System ("Federal Reserve
Board') under the Bank Holding Company Act of 1956, as amended ("BHC Act"), and
approval of such applications and notices, (ii) the filing of any required
applications or notices with any state agencies including without limitation
the Illinois Commissioner of Banks and Trust Companies and the applicable state
securities administrators (the "State Approvals"), (iii) the filing with the
Securities and Exchange Commission (the "SEC") of the registration statement on
Form S-4 (the "Registration Statement") in which the joint proxy
statement/prospectus will be included, (iv) the filing of the Certificates and
Articles of Merger with the Delaware and Illinois Secretaries of State pursuant
to the DGCL and the BCA, respectively, and (v) the approval of this Agreement
by the requisite vote of the stockholders of each of the Surviving Companies
and NSCB, no consent or approvals of or filings or registrations with any
court, administrative agency or commission or other governmental authority or
instrumentality are necessary in connection with the execution of this
Agreement and the transactions contemplated thereby.

3.5 FINANCIAL STATEMENTS. NSCB has made available to the
Surviving Companies its consolidated balance sheets as of December 31, 1994 and
1995, and the related statements of income, changes in the shareholders' equity
and cash flows for the years then ended.

The term "Financial Statements" as used in this Section 3 shall mean
the above-described financial statements.

The Financial Statements are complete and accurate and fairly present
the assets, liabilities and financial condition of NSCB, on a consolidated
basis, at the date thereof, and the statements of income and retained earnings
and changes in financial position and the notes thereto included in the
Financial Statements are complete and accurate and fairly present the results
of operations for the periods therein referred to, all in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved ("GAAP").

3.6 UNDISCLOSED LIABILITIES. None of the Merging Companies, NSCB
or the Bank has any liabilities or obligations (direct or indirect, contingent
or absolute, known or unknown, matured or unmatured) of any nature whatsoever,
whether arising out of contract, tort, statute or otherwise ("Liabilities"),
except (a) as reflected, reserved for or given effect to in the Financial
Statements; (b) routine operating expenses and contract obligations incurred in
the ordinary course of business since the date of the most recent balance sheet
included in the

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Financial Statements and which will not individually or in the aggregate be
material to NSCB and the Bank, taken as a whole; and (c) fees, costs and
expenses incurred in connection with the transaction contemplated by this
Agreement. To the best knowledge of NSCB, there is no basis for assertion
against the Bank or NSCB of any Liabilities, except as described in clauses
(a), (b) and (c) of this Section 3.6.

3.7 ABSENCE OF CERTAIN CHANGES. Since December 31, 1995, there
has not been:

(a) any material adverse change in the condition
(financial or otherwise) of the properties, assets, liabilities, results of
operation or business prospects of NSCB and the Bank taken as a whole;

(b) any declaration, setting aside or payment of any
dividend or other distribution in respect of the capital stock of NSCB;

(c) any increase in the type or amounts of compensation,
commissions, perquisites payable or to become payable by the Bank or NSCB to
any director, officer, employee or agent thereof, or any payment of any bonus,
profit sharing or other extraordinary compensation to any such person, other
than in the ordinary course of business;

(d) any cancellation of any debts owed to or claims held
by or on behalf of NSCB or the Bank;

(e) any actual or threatened termination of any business
relationships or material agreements with the Bank or NSCB and any of their
respective material customers or suppliers;

(f) any occurrence of any obligation or liability
(absolute or contingent) for indebtedness, except routine operating expenses
and contract obligations incurred in the ordinary course of business; or any
acceleration in the payment of, or payment other than in the ordinary course of
the Bank's or NSCB's business and consistent with past custom and practices
thereof, of any indebtedness or amounts due or payable thereunder;

(g) any mortgage, encumbrance, sale, lease, abandonment
or other disposition, other than in the ordinary course of business and for
fair value, of any equipment or other properties, or any tangible assets
utilized by the Bank or NSCB;

(h) any material change in the accounting policies,
procedures or practices with respect to NSCB or the Bank; or

(i) any other material transaction outside the ordinary
course of business consistent with past practices.

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3.8 TAXES. As used herein, the term "Taxes" means all federal,
state, county, local and foreign income, excise, property, sales, use, payroll,
intangibles, franchise, transfer, and other taxes of whatever nature, all
penalties related to such taxes and interest on such taxes and penalties. All
returns and reports relating to Taxes (the "Tax Returns") required to be filed
by each of the Bank and NSCB through the date hereof have been, and as to Tax
Returns required to be filed through the Closing Date will be, timely filed
with the appropriate governmental agencies in all jurisdictions in which such
Tax Returns were or are required to be filed, and all such Tax Returns are or
will be true and correct and prepared in accordance with applicable law and
regulations and properly reflect, or will properly reflect, the Taxes for the
periods covered thereby.

All Taxes due and payable by the Bank and NSCB with respect to all
periods prior to and through the date hereof have been, and through the Closing
Date will be, duly and properly computed, reported, fully paid and discharged,
and there will not be any unpaid Taxes with respect to any period through the
Closing Date, which are or could become a lien on the assets of the Bank or
NSCB, or the Bank's or NSCB's capital stock, except for current Taxes not yet
due and payable. Adequate accruals on the Financial Statements have been made
for the payment of all accrued and unpaid Taxes, whether or not disputed, for
all fiscal periods through the date hereof or arising out of transactions
entered into or any state of facts existing on or prior thereto; and for such
periods, and all periods prior to and through the date hereof have been, and
through the Closing Date will be, properly accrued on the books and financial
records of the Bank and NSCB in accordance with GAAP in amounts sufficient for
the payment of all unpaid Taxes required to be paid by the Bank and NSCB with
respect to such periods.

There are no known or proposed penalty, interest or deficiency
assessments or bases therefor with respect to Taxes of the Bank or NSCB, that
require payment by, relate to or could adversely affect the Bank or NSCB or any
of their respective assets. There have been no audits conducted by any taxing
authority on the Tax Returns of the Bank or NSCB since inception. The Bank and
NSCB have not waived any law or regulation fixing, or consented to the
extension of, any period of time for the assessment of any Taxes, which waiver
or consent is currently in effect. All Taxes that the Bank and NSCB are or
were required by law to withhold or collect have been duly withheld and
collected and, to the extent required, has been paid to the proper governmental
body or other person or entity.

3.9 CONDITION OF PROPERTIES. To the best knowledge of NSCB, the
tangible personal and/or real properties (whether owned or leased) of the Bank
and NSCB are in reasonably good condition and repair in all respects; are
suitable for the purposes intended; and said properties and the uses thereof
are in compliance with all applicable laws, ordinances and governmental rules
and regulations.

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(2) years been threatened against such real property or, to the best of NSCB's
knowledge, any other property which would affect the ability of the Bank or
NSCB to use the real property described herein, in the ordinary course of any
of the Bank's or NSCB's business, nor has any notice been received by NSCB of
any such expropriation or dedication or proposed expropriation or dedication.

3.10 MATERIAL CONTRACTS. All of the oral and written contracts,
agreements and commitments or understandings which are material to the
operation of NSCB's and the Bank's business ("Contracts") constitute legal,
valid and binding obligations of the respective parties thereto, are in full
force and effect, and to the knowledge of NSCB, no other party thereto has
violated any provision of, or committed or failed to perform any act which with
notice, lapse of time or both would constitute a material default under or
otherwise alter the provisions of any Contract, the termination or alteration
of which could have a material adverse effect upon the properties, assets,
liabilities, financial condition, results of operations or business prospects
of the Bank or NSCB.

None of the Bank's and NSCB's rights under the Contracts will be
materially affected by the Reorganizatio, except to the extent that consents or
waivers by the other parties to such Contracts of any covenants are required
prior to consummation of the Reorganization, in which case such consents or
waivers will be obtained prior to the Effective Date.

3.11 NO DEFAULT, VIOLATION OR LITIGATION. The Bank and NSCB have
complied in all material respects with all applicable federal, state, local and
foreign laws, regulations or orders of any court or federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality (including, without limitation, laws, regulations, orders,
restrictions and compliance schedules applicable to environmental standards and
controls, wages and hours, civil rights and occupational health and safety,
together with all applicable laws regarding fair lending and the Community
Reinvestment Act) (the "Laws") except where the failure to so comply could
reasonably expect to have a material adverse effect on the operations of the
Bank and/or NSCB taken as a whole and neither the Bank nor NSCB has received
any notice of claimed noncompliance. Furthermore, (i) there are no lawsuits,
proceedings, claims or governmental investigations pending or, to the knowledge
of NSCB, threatened against or involving, the Bank or NSCB or against or
involving any of their respective properties or businesses, or against or
involving any officers or directors of the Bank or NSCB and which could
materially and adversely affect the Bank or NSCB; (ii) there is no basis known
to NSCB for any such action which could have an adverse effect upon the
properties, assets, liabilities, financial condition, results of operations or
business prospects of the Bank or NSCB or their right to conduct their
businesses as presently conducted; and (iii) there are no judgments, consents,
decrees, injunctions, or any other judicial or administrative mandates
outstanding against the Bank or NSCB which materially and adversely affect the
properties, assets, liabilities, financial condition, results of operations or
business prospects of the Bank or NSCB or their right to conduct their
respective businesses as presently conducted.

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3.12 INSURANCE. The Bank and NSCB maintain insurance policies in
amounts and against such risks as are usual and customary and adequate to
protect their respective businesses and properties. All such policies are (and
pending Closing will continue to be) in full force and effect, and neither the
Bank nor NSCB are in default in any material respect with respect to any
provision contained in any insurance policies, nor has the Bank or NSCB failed
to give any notice or present any claim thereunder in due and timely fashion.
At no time has the Bank or NSCB been denied any insurance or indemnity bond
coverage which it has requested, or received any written notice from or on
behalf of any insurance carrier presently providing insurance relating to them
(i) that insurance rates may or will be substantially increased, (ii) that
there will be no renewal of policies presently in effect, or (iii) that
material alterations to any of the properties or business operations of the
Bank and NSCB is necessary or required by such carrier. None of such insurance
policies are subject to retroactive premium adjustment in respect of prior
periods.

3.13 EMPLOYMENT, LABOR AND OTHER RELATIONS. Neither the Bank nor
NSCB is a party to or otherwise bound by any contract, agreement or collective
bargaining agreement with any labor union or organization or other commitment
respecting employment or compensation of any of its officers, directors, agents
or employees, and no employees of the Bank or NSCB are represented by any labor
union or similar organization. NSCB is not aware of any existing or threatened
labor disturbance by NSCB's or the Bank's employees which could have a material
adverse effect upon the properties, assets, liabilities, financial condition,
results of operations or business prospects of NSCB or the Bank.

There are no charges or complaints involving any federal, state or
local civil rights enforcement agency or court; complaints or citations under
the Occupational Safety and Health Act or any state or local occupational
safety act or regulation; unfair labor practice charges or complaints with the
National Labor Relations Board; or other claims, charges, actions or
controversies pending, or, to the knowledge of NSCB, threatened or proposed,
involving NSCB or the Bank, or any employee, former employee or any labor union
or other organization representing or claiming to represent such employees'
interests, which could materially and adversely affect the business of NSCB,
taken as a whole.

NSCB and the Bank are and have heretofore been in compliance in all
material respects with all laws, rules and regulations respecting employment
and employment practices, terms and conditions of employment and wages and
hours, the sponsorship, maintenance, administration and operation of (or the
participation of its employees in) employee benefit plans and arrangements and
occupational safety and health programs, and neither NSCB nor the Bank is
engaged in any violation of any law, rule or regulation related to employment,
including unfair labor practices or acts of employment discrimination, which
could materially and adversely affect the business of NSCB, taken as a whole.

3.14 EMPLOYEE BENEFITS. As used herein, the term "Employee Plan"
includes any pension, profit sharing, retirement, savings, disability, medical,
dental, health, life (including any individual life insurance policy to which
the Bank or NSCB make premium payments,

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whether or not the Bank or NSCB are the owners, beneficiaries or both of such
policy), death benefit, group insurance, profit sharing, deferred compensation,
stock option, bonus, incentive, vacation pay, severance pay, or other similar
employee plan, trust, arrangement, contract, agreement, policy or commitment
(including without limitation, any pension plan ("Pension Plan") as defined in
Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and any welfare plan as defined in Section 3(1) of ERISA ("Welfare
Plan")), whether any of the foregoing is funded, insured or self-funded,
written or oral, (a) to which either the Bank or NSCB is a party or by which
either the Bank or NSCB (or any of the rights, properties or assets of the Bank
or NSCB) are bound, or (b) with respect to which the Bank or NSCB have made any
payments, contributions or commitments since December 31, 1995, or may
otherwise have any liability (whether or not the Bank or NSCB still maintain
such plan, trust, arrangement, contract, agreement, policy or commitment).
With respect to the Employee Plans:

(a) The terms of all of the Bank's and NSCB's Employee
Plans have been disclosed to the Surviving Companies.

(b) The financial and actuarial statements, if any, for
each Employee Plan reflect in all material respects the financial condition and
funding of the Employee Plans as of the date of such financial and actuarial
statements, and no adverse change has occurred with respect to the financial
condition or funding of the Employee Plans since the date of such financial and
actuarial statements.

3.15 PATENTS, TRADEMARKS AND LICENSES. NSCB and the Bank own,
possess or have licenses or similar rights to utilize all patents, trademarks,
trade names, service marks, franchises, and technology necessary for the
conduct of their business as presently conducted without any infringement of or
conflict with the rights of others.

3.16 ENVIRONMENTAL MATTERS. To the knowledge of NSCB, all
facilities leased, used or operated by NSCB and the Bank have been, and
continue to be, leased, used or operated in compliance in all material respects
with all applicable federal, state, local and foreign environmental laws,
regulations, and guidelines as enacted, amended or reauthorized, promulgated,
published or proposed.

3.17 OTHER MATERIAL ADVERSE INFORMATION. No representation or
warranty of NSCB made hereunder or in the Schedules or Exhibits attached hereto
or in any other document delivered by NSCB contains any untrue statement of a
material fact or omits a material fact necessary in order to make the
statements contained herein or therein not misleading.

3.18 DISINTERESTED DIRECTORS APPROVAL. This Agreement and the
proposed Reorganization have been approved by a majority of the Disinterested
Directors of NSCB. For purposes of this Agreement, the term "Disinterested
Directors" shall have the meaning set forth in the BCA.

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4. REPRESENTATIONS AND WARRANTIES OF SURVIVING COMPANIES

Each of the Surviving Companies, solely with respect to itself and its
respective Surviving Subsidiary or Surviving Subsidiaries (as such term is
defined in Section 4.2), severally and not jointly represents to NSCB and each
other Surviving Company as follows:

4.1 ORGANIZATION, POWER AND QUALIFICATION. With the exception of
LFB and Crabtree, each Surviving Company is an Illinois corporation, duly
organized and validly existing under the laws of the State of Illinois and has
all requisite corporate power and authority to own or hold under lease its
properties and assets and to carry on its business as now conducted. Each of
LFB and Crabtree is a Delaware corporation, duly organized and validly existing
under the laws of the State of Delaware and each of the aforesaid has all
requisite power and authority to own or hold under lease its properties and
assets and to carry on its business as now conducted.

4.2 SUBSIDIARIES.

(a) LFB. The sole subsidiary of LFB is Lake Forest Bank
& Trust Company, an Illinois state banking corporation located at 727 N. Bank
Lane, Lake Forest, Illinois 60045.

(b) HB. The sole subsidiary of HB is Hinsdale Bank &
Trust Company, an Illinois state banking corporation located at 25 E. First
Street, Hinsdale, Illinois 60521.

(c) LB. The sole subsidiary of LB is Libertyville Bank &
Trust Company, an Illinois state banking corporation located at 507 N.
Milwaukee Avenue, Libertyville, Illinois 60048.

(d) Crabtree. The direct subsidiaries of Crabtree are
(i) First Premium, an Illinois corporation located at 520 Lake Cook Road,
Deerfield, Illinois, and Credit Life, a Delaware corporation which is a
non-operating business. In accordance with Section 6.11 hereof, it is
contemplated that Credit Life will be merged with and into First Premium prior
to the Effective Date. First Premium has three wholly- owned subsidiaries:
(i) First Premium Financing Corporation, an Illinois corporation; (ii) First
Premium Services, Inc. of New York, a New York corporation; and (iii) First
Premium Services, Inc. of California, a California corporation; and Credit Life
has one remaining subsidiary, CL Reinsurance, Inc., a British Virgin Islands
corporation.

Lake Forest Bank & Trust Company, Hinsdale Bank & Trust
Company, Libertyville Bank & Trust Company and First Premium, are sometimes
collectively referred to herein as the "Surviving Subsidiaries".

Each of the Surviving Subsidiaries has been duly organized and
is validly existing and has all requisite corporate power and authority to own
and hold under lease their respective properties and assets and to carry on
their respective businesses as now conducted.

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4.3 CAPITALIZATION. Schedule 4.3 to this Agreement sets forth, as
of the date hereof, the number and classes of shares of capital stock of the
Surviving Company which are authorized, issued and outstanding and all shares
reserved for issuance upon exercise of any and all options, warrants and rights
currently outstanding or available for grant pursuant to existing stock option
plans or subject to issuance or sale by the Surviving Company pursuant to any
other agreements or arrangements of any kind providing for such issuance or
sale.

4.4 AUTHORIZATION; NON-CONTRAVENTION; CONSENTS. The Surviving
Company has all requisite power and authority to enter into this Agreement and
the Plan of Merger, to consummate the transactions contemplated hereby and
thereby and otherwise to carry out its obligations hereunder. The execution,
delivery and performance of this Agreement and the Plan of Merger and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of the Surviving
Company. This Agreement constitutes, and all other agreements and documents to
be executed and delivered by the Surviving Company pursuant hereto will
constitute the valid and binding agreements of the Surviving Company
enforceable against it in accordance with their respective terms (subject, as
to the enforcement of remedies, to general principles of equity and to
bankruptcy, insolvency and similar laws affecting creditors' rights generally).

The execution and delivery of this Agreement and the Plan of Merger by
the Surviving Company does not, and the consummation by the Surviving Company
of the transactions contemplated hereby and thereby does not and will not,
constitute or result in (with or without the giving of notice or the lapse of
time or both) (a) a breach or violation of, or a default under, any provision
of the articles or certificate of incorporation or by-laws of the Surviving
Company, or (b) a material breach or violation of, or a conflict with, or a
material default under, or termination of, or an event permitting any other
person to terminate, or the acceleration of, or the creation or imposition of
any lien, charge, pledge, security interest or other encumbrance on any
properties or assets of the Surviving Company pursuant to any provision of any
contract, license or other agreement binding upon the Surviving Company or any
law, rule, decree, regulation, ordinance or order, award or governmental permit
or license applicable to the Surviving Company or any of its properties or
assets.

No consent of, or notice to, or filing with any federal, state or
local authority, or any other person or entity is required to be obtained,
given or made by the Surviving Company in connection with the execution,
delivery or performance of this Agreement or any other agreement or document to
be executed, delivered and performed by the Surviving Company pursuant hereto
(except for any filings required under federal or state banking laws).

4.5 FINANCIAL STATEMENTS. The Surviving Company has made
available to NSCB its consolidated balance sheets as of December 31, 1993, 1994
and 1995 (if then in existence), and the related statements of income, changes
in the shareholders equity and cash flows for the years then ended (or if
shorter, since inception).

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The term "Financial Statements" as used in this Section 4 shall mean
the above-described consolidated financial statements of the Surviving Company.

The Financial Statements are complete and accurate and fairly present
the assets, liabilities and financial condition of the Surviving Company and
its Surviving Subsidiaries at the date thereof, and the statement of income and
retained earnings and changes in financial position and the notes thereto
included in the Financial Statements are complete and accurate and fairly
present the results of operations for the periods therein referred to, all in
accordance with GAAP.

4.6 UNDISCLOSED LIABILITIES. Except as may have been specifically
disclosed to the other parties hereto prior to the date of this Agreement, the
Surviving Company has no Liabilities except (a) as reflected, reserved for or
given effect to in the Financial Statements; (b) routine operating expenses and
contract obligations incurred in the ordinary course of business since December
31, 1995, and which will not individually or in the aggregate be material to
the respective Surviving Company; and (c) fees, costs and expenses incurred in
connection with the transaction contemplated by this Agreement. To the best
knowledge of the Surviving Company, there is no basis for assertion against the
Surviving Company, or its respective Surviving Subsidiaries of any Liabilities,
except as described in clauses (a), (b) and (c) of this Section 4.6.

4.7 ABSENCE OF CERTAIN CHANGES. Since December 31, 1995 there has
not been:

(a) any material adverse change in the condition
(financial or otherwise) of the properties, assets, liabilities, results of
operation or business prospects of the Surviving Company or its respective
Surviving Subsidiaries;

(b) any declaration, setting aside or payment of any
dividend or other distribution in respect of the capital stock of the Surviving
Company and its respective Surviving Subsidiaries;

(c) any increase in the type or amounts of compensation,
commissions, perquisites payable or to become payable by the Surviving Company
and its respective Surviving Subsidiaries to any director, officer, employee or
agent thereof, or any payment of any bonus, profit sharing or other
extraordinary compensation to any such person, other than in the ordinary
course of business;

(d) any cancellation of any debts owed to or claims held
by or on behalf of the Surviving Company or its respective Surviving
Subsidiaries;

(e) any actual or threatened terminations of any business
relationships or material agreements between the Surviving Company and its
respective Surviving Subsidiaries and any of their respective material
customers or suppliers;

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(f) any occurrence of any obligation or liability
(absolute or contingent) for indebtedness, except routine operating expenses
and contract obligations incurred in the ordinary course of business; or any
acceleration in the payment of, or payment other than in the ordinary course of
business of the Surviving Company and its Surviving Subsidiaries and consistent
with past custom and practices thereof, of any indebtedness or amounts due or
payable thereunder;

(h) any material change in the accounting policies,
procedures or practices with respect to the Surviving Company or its respective
Surviving Subsidiaries; or

(i) any other material transaction other than in the
ordinary course of business consistent with past practices.

4.8 TAXES. All the Tax Returns required to be filed by the
Surviving Company and its respective Surviving Subsidiaries through the date
hereof have been, and as to Tax Returns required to be filed through the
Closing Date will be, timely filed with the appropriate governmental agencies
in all jurisdictions in which such Tax Returns were or are required to be
filed, and all such Tax Returns are or will be true and correct and prepared in
accordance with applicable law and regulations and properly reflect, or will
properly reflect, the Taxes for the periods covered thereby.

All Taxes due and payable by the Surviving Company and its respective
Surviving Subsidiaries with respect to all periods prior to and through the
date hereof have been, and through the Closing Date will be, duly and properly
computed, reported, fully paid and discharged, and there will not be any unpaid
Taxes with respect to any period through the Closing Date, which are or could
become a lien on the assets of the Surviving Company and its respective
Surviving Subsidiaries, or the Surviving Company and its respective Surviving
Subsidiaries' capital stock, except for current Taxes not yet due and payable.
Adequate accruals on the Financial Statements have been made for the payment of
all accrued and unpaid Taxes, whether or not disputed, for all fiscal periods
through the date hereof or arising out of transactions entered into or any
state of facts existing on or prior thereto; and for such periods, and all
periods prior to and through the date hereof have been, and through the Closing
Date will be, properly accrued on the books and financial records of the
Surviving Company and its respective Surviving Subsidiaries in accordance with
GAAP and in amounts sufficient for the payment of all unpaid Taxes required to
be paid by the Surviving Company and its respective Surviving Subsidiaries with
respect to such periods.

There are no known or proposed penalty, interest or deficiency
assessments or bases therefor with respect to Taxes of the Surviving Company
and its respective Surviving Subsidiaries that require payment by, relate to or
could adversely affect the Surviving Company

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and its respective Surviving Subsidiaries or any of their respective assets.
There have been no audits conducted by any taxing authority on the Tax Returns
of the Surviving Company and its respective Surviving Subsidiaries during the
most recent five (5) fiscal years (or if shorter, since inception). The
Surviving Company and its respective Surviving Subsidiaries have not waived any
law or regulation fixing, or consented to the extension of, any period of time
for the assessment of any Taxes, which waiver or consent is currently in
effect. All Taxes that the Surviving Company and its respective Surviving
Subsidiaries are or were required by law to withhold or collect have been duly
withheld and collected and, to the extent required, has been paid to the proper
governmental body or other person or entity.

4.9 CONDITION OF PROPERTIES. To the best knowledge of the
respective Surviving Company, the tangible personal and real properties
(whether owned or leased) of such Surviving Company and its respective
Surviving Subsidiaries are in reasonably good condition and repair in all
respects; are suitable for the purposes intended; and said properties and the
uses thereof are in compliance with all applicable laws, ordinances and
governmental rules and regulations.

Neither the property described herein, nor any improvements located
thereon are the subject of any complaint nor are they in violation of nor is
there a basis for a claim to correct a violation, or any applicable building,
zoning, occupancy or other restriction, law, ordinance, or similar regulation.
No condemnation proceedings are pending or have within the past two (2) years
been threatened against such real property or, to the best of the Surviving
Company's knowledge, any other property which would affect the ability of the
Surviving Company and its respective Surviving Subsidiaries to use the real
property described herein, in the ordinary course of the Surviving Company's
and its respective Surviving Subsidiaries' business, nor has any notice been
received by the Surviving Company and its Surviving Subsidiaries of any such
expropriation or dedication or proposed expropriation or dedication.

4.10 MATERIAL CONTRACTS. All of the Contracts to which the
Surviving Company is a party and which are material to the operation of the
Surviving Company or its Surviving Subsidiaries constitute legal, valid and
binding obligations of the Surviving Company, are in full force and effect, and
to the knowledge of the Surviving Company, no other party thereto has violated
any provision of, or committed or failed to perform any act which with notice,
lapse of time or both would constitute a default under or otherwise alter the
provisions of any Contract, the termination or alteration of which could have a
material adverse effect upon the properties, assets, liabilities, financial
condition, results of operations or business prospects of the Surviving Company
or its Surviving Subsidiaries.

None of the Surviving Company's rights under the Contracts will be
materially affected by the Reorganization, except to the extent that consents or
waivers by the other parties to such Contracts of any covenants are required
prior to consummation of the Reorganization, in which case such consents or
waivers will be obtained prior to the Effective Date.

4.11 NO DEFAULT, VIOLATION OR LITIGATION. The Surviving Company
and its Surviving Subsidiaries have complied in all material respects with all
applicable Laws where the failure

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to so comply could reasonably expect to have a material adverse effect on the
operations of the Surviving Company and its respective Surviving Subsidiaries
and neither the Surviving Company nor its respective Surviving Subsidiaries
have received any notice of claimed noncompliance. Furthermore, (i) there are
no lawsuits, proceedings, claims or governmental investigations pending or, to
the knowledge of any of the Surviving Companies, threatened against or
involving, the Surviving Company or its respective Surviving Subsidiaries or
against or involving any of their respective properties or businesses, or
against or involving any officers or directors of the Surviving Company or its
respective Surviving Subsidiaries and which could materially and adversely
affect the Surviving Company or its respective Surviving Subsidiaries; (ii)
there is no basis known to the Surviving Company for any such action which
could have an adverse effect upon the properties, assets, liabilities,
financial condition, results of operations or business prospects of the
Surviving Company or its respective Surviving Subsidiaries or their right to
conduct their respective businesses as presently conducted; and (iii) there are
no judgments, consents, decrees, injunctions, or any other judicial or
administrative mandates outstanding against the Surviving Company and its
respective Surviving Subsidiaries which materially and adversely affect the
properties, assets, liabilities, financial condition, results of operations or
business prospects of the Surviving Company and its respective Surviving
Subsidiaries or their right to conduct their respective businesses as presently
conducted.

4.12 INSURANCE. The Surviving Company and its respective Surviving
Subsidiaries maintain insurance policies in amounts and against such risks as
are usual and customary and adequate to protect their respective business and
properties. All such policies are (and pending Closing will continue to be) in
full force and effect, and neither the Surviving Company nor its respective
Surviving Subsidiaries are in default in any material respect with respect to
any provision contained in any insurance policies, nor have the Surviving
Company and its respective Surviving Subsidiaries failed to give any notice or
present any claim thereunder in due and timely fashion. At no time has the
Surviving Company and its respective Surviving Subsidiaries been denied any
insurance or indemnity bond coverage which it has requested, or received any
written notice from or on behalf of any insurance carrier presently providing
insurance relating to them (i) that insurance rates may or will be
substantially increased, (ii) that there will be no renewal of policies
presently in effect or (iii) that material alterations to any of the properties
or business operations of the Surviving Company and its respective Surviving
Subsidiaries is necessary or required by such carrier. None of such insurance
policies are subject to retroactive premium adjustment in respect of prior
periods.

4.13 EMPLOYMENT, LABOR AND OTHER RELATIONS. Neither the Surviving
Company nor its Surviving Subsidiaries is a party to or otherwise bound by any
contract, agreement or collective bargaining agreement with any labor union or
organization or other commitment respecting employment or compensation of any
of its officers, directors, agents or employees, and no employees of the
Surviving Company and its respective Surviving Subsidiaries are represented by
any labor union or similar organization. The Surviving Company is not aware of
any existing or threatened labor disturbance by any of the Surviving Companies'
and Surviving Subsidiaries' employees which could have a material adverse
effect upon the

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properties, assets, liabilities, financial condition, results of operations or
business prospects of the Surviving Company or its respective Surviving
Subsidiaries.

There are no charges or complaints involving any federal, state or
local civil rights enforcement agency or court; complaints or citations under
the Occupational Safety and Health Act or any state or local occupational
safety act or regulation; unfair labor practice charges or complaints with the
National Labor Relations Board; or other claims, charges, actions or
controversies pending, or, to the knowledge of the Surviving Company,
threatened or proposed, involving the Surviving Company and its respective
Surviving Subsidiaries and any employee, former employee or any labor union or
other organization representing or claiming to represent such employees'
interests, which could materially and adversely affect the business of the
Surviving Company or its respective Surviving Subsidiaries.

The Surviving Company and its respective Surviving Subsidiaries are
and have heretofore been in compliance in all material respects with all laws,
rules and regulations respecting employment and employment practices, terms and
conditions of employment and wages and hours, the sponsorship, maintenance,
administration and operation of (or the participation of its employees in)
employee benefit plans and arrangements and occupational safety and health
programs, and neither the Surviving Company nor its respective Surviving
Subsidiaries are engaged in any violation of any law, rule or regulation
related to employment, including unfair labor practices or acts of employment
discrimination, which could materially and adversely affect the business of the
Surviving Company or its respective Surviving Subsidiaries.

4.14 EMPLOYEE BENEFITS. As used herein, the term "Employee Plan"
includes any pension, profit sharing, retirement, savings, disability, medical,
dental, health, life (including any individual life insurance policy to which
the Surviving Company and its respective Surviving Subsidiaries make premium
payments, whether or not the Surviving Company and its respective Surviving
Subsidiaries are the owners, beneficiaries or both of such policy), death
benefit, group insurance, profit sharing, deferred compensation, stock option,
bonus, incentive, vacation pay, severance pay, or other similar employee plan,
trust, arrangement, contract, agreement, policy or commitment (including
without limitation, any Pension Plan and any Welfare Plan, whether any of the
foregoing is funded, insured or self-funded, written or oral, (a) to which the
Surviving Company and its respective Surviving Subsidiaries are a party or by
which the Surviving Company and its respective Surviving Subsidiaries (or any
of the rights, properties or assets of the Surviving Company and its respective
Surviving Subsidiaries) are bound, or (b) with respect to which the Surviving
Company and its respective Surviving Subsidiaries have made any payments,
contributions or commitments since December 31, 1995, or may otherwise have any
liability (whether or not the Surviving Company and its respective Surviving
Subsidiaries still maintain such plan, trust, arrangement, contract, agreement,
policy or commitment). With respect to the Employee Plans:

(a) The terms of all of Surviving Companies' and
Surviving Subsidiaries' Employee Plans have been disclosed to the Merging
Companies and NSCB.

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(b) The financial and actuarial statements, if any, for
each Employee Plan reflect in all material respects the financial condition and
funding of the Employee Plans as of the date of such financial and actuarial
statements, and no adverse change has occurred with respect to the financial
condition or funding of the Employee Plans since the date of such financial and
actuarial statements.

4.15 PATENTS, TRADEMARKS AND LICENSES. The Surviving Company and
its respective Surviving Subsidiaries own, possess or have licenses or similar
rights to utilize all patents, trademarks, trade names, service marks,
franchises, and technology necessary for the conduct of their business as
presently conducted without any infringement of or conflict with the rights of
others.

4.16 ENVIRONMENTAL MATTERS. To the best knowledge of the Surviving
Company, all facilities leased, used or operated by any of the Surviving
Company and its respective Surviving Subsidiaries have been, and continue to
be, leased, used or operated in compliance in all material respects with all
applicable federal, state, local and foreign environmental laws, regulations,
and guidelines as enacted, amended or reauthorized, promulgated, published or
proposed.

4.17 OTHER MATERIAL ADVERSE INFORMATION. No representation or
warranty of the Surviving Company made hereunder or in the Schedules or
Exhibits attached hereto or in any other document delivered by the Surviving
Company contains any untrue statement of a material fact or omits a material
fact necessary in order to make the statements contained herein or therein not
misleading.

4.18 DISINTERESTED DIRECTORS APPROVAL. This Agreement and the
proposed Reorganization have been approved by a majority of the Disinterested
Directors of the Surviving Company.

5. COVENANTS AND ADDITIONAL AGREEMENTS

Each of the Merging Companies, the Surviving Companies and NSCB,
covenants and agrees with each of the other parties that, from the date hereof
until the earlier of the Effective Date or termination of this Agreement,
unless otherwise consented to by each of the other parties to this Agreement,
it will comply with the following:

5.1 CONDUCT OF BUSINESS PENDING CONSUMMATION OF MERGER; NO
MATERIAL CHANGE. Each of the Surviving Companies, the Merging Companies and
NSCB agrees to operate and conduct their respective businesses, only in the
ordinary course consistent with past practices except as otherwise may be
provided for herein and, without limiting the foregoing, will:

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(a) not make any material change in its business or
operations, it being understood that for purposes hereof the opening of a
branch banking facility shall be deemed to be in the ordinary course of
business;

(b) maintain its property and physical assets in as good
a state of operating condition and repair as they are on the date hereof,
except for ordinary depreciation and wear and tear;

(c) not sell, pledge, lease, mortgage, encumber or
otherwise dispose of any of its assets, other than pursuant to transactions in
the normal course of business for fair value or (in the case of First Premium
and First Premium Financing Corporation ("FPFC")) as contemplated in the
Receivables Purchase and Sale Agreement dated as of January 31, 1995, between
First Premium and FPFC, and except for pledges of subsidiary stock to secure
revolving lines of credit by any of the Surviving Companies or NSCB on terms no
less favorable than existing lines of credit;

(d) keep in force all policies of insurance covering the
business, properties and assets of the any of the Surviving Companies, NSCB or
any of their subsidiaries and all policies of insurance providing for directors
and officers errors and omission coverage except as same may be replaced with
policies of insurance providing substantially similar coverage;

(e) except as otherwise contemplated herein or as
provided for in clause (c) above, not issue, sell, pledge or dispose of, or
incur or agree to incur any obligations to issue, sell, pledge or dispose of,
or otherwise encumber, any of its shares of capital stock or any options,
rights, warrants or other securities convertible into such shares, options,
rights, warrants or other securities, except that nothing provided herein shall
prevent the issuance of common stock pursuant to (i) the exercise of currently
outstanding stock options, rights or warrants; (ii) the conversion of currently
outstanding shares of preferred stock into shares of common stock; or (iii) the
issuance of other shares previously reserved for issuance in satisfaction of
other agreements or arrangements as set forth in Schedule 3.3;

(f) not authorize or pay or agree to pay or accrue any
increased wage, salary or other remuneration of the directors, officers or
other key employees or agents of any of the Surviving Companies, the Surviving
Subsidiaries, the Bank or NSCB and will not authorize or make any material
changes in compensation or policy regarding compensation payable or to become
payable to any directors, officers or other employees, of any of the Surviving
Companies, the Surviving Subsidiaries, the Bank or NSCB;

(g) not declare, set aside or pay any dividends on, or
make any other actual, constructive or deemed distributions in respect of, any
of its respective capital stock, or otherwise make any payments to its
respective shareholders or stockholders in their capacity as such; except as
contemplated in this Agreement, split, combine or reclassify any of it capital
stock or issue or authorize the issuance of any other securities in respect of,
in lieu of or in substitution for, shares of its capital stock or any rights,
warrants or options to acquire any such

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shares; or, except as contemplated in this Agreement, purchase, redeem or
otherwise acquire any shares of their respective capital stock or any rights,
warrants or options to acquire any such shares;

(h) not amend its Articles of Incorporation or
Certificate of Incorporation (as the case may be) or amend in any material
respect its By-Laws, except as provided for herein;

(i) not acquire or agree to acquire by merging or
consolidating with, or by purchasing a portion of the assets of or equity in,
or by any other manner, any business or any corporation, partnership,
association or other business organization or division thereof;

(j) not change any accounting policies, procedures or
practices currently employed by it except for any such changes as may be
required to be implemented by GAAP or any other such changes which will not
have material effect on its financial condition or results of operations; and

(k) not enter into any material contract, agreement or
lease or make any material change in any existing contracts, agreements or
leases except in the ordinary course of business consistent with past
practices.

5.2 MAINTAIN SURVIVING COMPANIES, SURVIVING SUBSIDIARIES, THE BANK
AND NSCB AS GOING CONCERNS. Each of the Surviving Companies and NSCB will
preserve, and will cause its respective operating subsidiary to preserve, their
respective business organizations and will use best efforts to keep available
the services of their respective present officers, key employees, and agents,
and will use their best efforts to preserve the goodwill of their key
suppliers, customers and others having material business relations therewith,
except in each case where the loss of such services or relationships will not
have a material adverse effect on the financial condition or business prospects
of the Resulting Company.

5.3 PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of
the Surviving Companies and NSCB will use its best efforts to avoid any action
which would render any representation and/or warranty contained in this
Agreement untrue in any material respect as of the Effective Date, except for
changes specified in, permitted or contemplated by this Agreement or any such
actions which would not have a material adverse effect on the business
prospects or financial condition of the Resulting Company.

5.4 EXTENSION OF CREDIT. Except in the usual and ordinary course
of business or loans by one party hereto to another party hereto on terms
consistent with any applicable law, rule or regulation, none of the Surviving
Companies or NSCB shall make, nor shall they permit their respective
subsidiaries to make, any extension of credit or commitment to make any
extension of credit not consistent with their current lending policies or in
excess of their current internal lending limits or to any customer who is
listed on their respective loan watch list as of the date of the execution of
this Agreement, except with the prior consent of the other parties hereto.

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5.5 BORROWING. None of NSCB, the Merging Companies or the
Surviving Companies will, nor will they permit their respective subsidiaries
to, borrow any money other than in the usual and ordinary course of business
and except pursuant to terms no less favorable than the terms of their existing
lines of credit, if any; provided, however, any borrowing by NSCB in an amount
less than $3 million shall be deemed to be in the ordinary course of business.

5.6 SUPPLEMENTS TO SCHEDULES. From time to time prior to the
Effective Date, each of the Surviving Companies and NSCB will promptly
supplement or amend any Schedules provided for in this Agreement (i) if any
matter arises hereafter which, if existing or occurring at or prior to the date
of this Agreement, would have been required to be set forth or described in any
such Schedule, or (ii) if it becomes necessary to correct any information in
any such Schedule which has become inaccurate; provided, however, that no such
supplement or amendment to any Schedule shall be considered in determining
satisfaction of the condition set forth in Section 6 of this Agreement.

5.7 BEST EFFORTS. Each of the Surviving Companies and NSCB agree
to use their best efforts to cause to be satisfied the conditions precedent to
the Merger set forth in Section 6 and will take all other actions and do, or
cause to be done, all things necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement.

5.8 REGISTRATION STATEMENT; SHAREHOLDER APPROVAL. As soon as
practicable after the date hereof, NSCB shall cause to be prepared and filed
with the SEC a Registration Statement on Form S-4 covering the NSCB Common
Stock to be issued to holders of LFB, HB, LB, and Crabtree Common Stock in the
Reorganization, which Registration Statement shall include the joint proxy
statement for use in soliciting proxies for special meetings of shareholders to
be held by each of LFB, HB, LB, Crabtree and NSCB for purposes of considering
the Reorganization, and each of LFB, HB, LB, Crabtree and NSCB shall use their
best efforts to cause the Registration Statement to become effective under the
Securities Act. NSCB will take any action (other than qualifying to do
business in any jurisdiction in which it is now not so qualified) required to
be taken under the applicable blue sky or securities laws in connection with
the issuance of the shares of NSCB Common Stock in the Reorganization. Each
party shall furnish all information concerning it and the holders of its
capital stock as the other parties to this Agreement may reasonably request in
connection with such action. Each party shall call a shareholders' meeting to
be held as soon as reasonably practicable after the date of this Agreement for
the purpose of voting upon this Agreement and the Reorganization (the
"Shareholders' Meetings"). In connection with the Shareholders' Meetings, (a)
NSCB, LFB, HB, LB, and Crabtree shall jointly cause to be prepared the joint
proxy statement as part of the Registration Statement, and NSCB, LFB, HB, LB,
and Crabtree shall each mail the joint proxy statement to their respective
shareholders, on a date mutually acceptable to the parties hereto (the "Mailing
Date'); (b) the Boards of Directors of NSCB, LFB, HB, LB, and Crabtree shall
recommend to their respective shareholders the approval of this Agreement and
the transactions contemplated by the Reorganization; and (c) the Boards of
Directors of NSCB, LFB, HB, LB, and Crabtree shall otherwise use their best
efforts to the extent consistent with their respective fiduciary duties to
obtain such shareholder approvals.

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5.9 CONSENTS. Each of the Merging Companies, the Surviving
Companies and NSCB shall use their best efforts to obtain all consents,
authorizations, orders and approvals of, and make all filings and registrations
with, any governmental commission, board or other regulatory body or any other
person required for or in connection with the consummation by it of the
transactions contemplated hereby and will cooperate fully with the other
parties hereto in obtaining such consents, authorizations, orders and approvals
and making such filings and registrations.

5.10 AFFILIATE LETTERS. Each of the Merging Companies, the
Surviving Companies and NSCB shall use their best efforts to obtain as promptly
as practicable after the date hereof a signed representation letter as to
certain restrictions on resale substantially in the form of Exhibit D hereto
from each of their respective executive officers and directors who may
reasonably be deemed an "affiliate" within the meaning of such term as used in
Rule 145 under the Securities Act, and shall use best efforts to obtain a
signed representation letter substantially in the form of Exhibit D from any
person who becomes an executive officer or director or any shareholder who
becomes such an "affiliate" after the date hereof as promptly as practicable
after such person achieves such status.

5.11 MATERIAL FACTS. None of the information supplied by the
Surviving Companies or NSCB or their respective subsidiaries for inclusion in
(i) the Registration Statement, will at any time the Registration Statement is
filed with the SEC and at the time it becomes effective under the Securities
Act, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) the joint proxy statement, will at the date mailed
to the shareholders of each of the Surviving Companies and SEC and at the time
of such meetings of shareholders, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; and (iii) any other
documents to be filed with the SEC, the Federal Reserve or any other regulatory
agency or for any State Approvals in connection with this Agreement and the
transactions contemplated hereby will, at the time of filing, contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

5.12 NOTIFICATION. Each of the Surviving Companies and NSCB shall
notify each of the other parties to this Agreement promptly after any of the
aforesaid receives notice that any of their respective shareholders have
exercised dissenting shareholders' rights under the BCA or DGCL.

5.13 DUE DILIGENCE.

(a) Due Diligence. Promptly following execution of this
Agreement, each of the parties hereto will conduct or continue its due
diligence investigation and review of the books, records and facilities of each
of the other parties hereto and their respective subsidiaries

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and will complete such due diligence investigation prior to the Effective Date
and in any event not later than thirty (30) days following the date of this
Agreement (such 30th day following the date of this Agreement or such earlier
date upon which due diligence investigations are completed is referred to
herein as the "Review Date"). The parties agree to, and agree to cause their
respective subsidiaries to, provide access to information for purposes of such
due diligence investigations in accordance with Section 5.13(b) hereof. At the
conclusion of such due diligence investigations, each party shall notify the
other parties of any and all matters then known to such party which such party
shall in good faith determine (i) to be inconsistent in any material and
adverse respect with any of the representations and warranties of NSCB, the
Merging Companies or any Surviving Company contained in this Agreement, (ii) to
be of such significance as to materially and adversely affect the financial
condition or the results of operations of NSCB or the Surviving Companies on a
consolidated basis with their respective subsidiaries or (iii) to deviate
materially and adversely from financial statements for NSCB or any Surviving
Company for the year ended December 31, 1995. Any party shall thereafter have
the right to terminate this Agreement subject to and only in accordance with
the provisions set forth in Section 7.

(b) Continuing Access to Information. In furtherance and
not in limitation of the terms and provisions of Section 5.13(a) hereof, from
the date hereof through the Effective Date, each party shall permit each other
party hereto and its authorized representatives full access upon reasonable
notice and during regular business hours to such party's properties and those
of its subsidiaries. The party shall make its and its subsidiaries' directors,
management and other employees and agents and authorized representatives
available to confer with any party hereto and its authorized representatives at
reasonable times and upon reasonable request, and each party shall, and shall
cause its subsidiaries to, disclose and make available to any party hereto, and
shall use its best efforts to cause its agents and authorized representatives
to disclose and make available to any party hereto, all books, papers and
records relating to the assets, properties, operations, obligations and
liabilities of such party and its subsidiaries including, without limitation,
bank examination reports (as permitted by law); tax returns, leases, contracts,
documents, financial statements, minute books, by-laws, filings with and
communications with regulatory authorities and Benefit Plans.

5.14 CONVERSION OF PREFERRED STOCK. As of the Effective Date, the
issued and outstanding capital stock of each of the Surviving Companies shall
consist only of common stock, the conversion of all of the issued and
outstanding preferred stock of the Surviving Companies to common stock to be
completed on or prior to the Effective Date. Schedule 5.14 sets forth the
following information with respect to the preferred stock of each of the
Surviving Companies: (i) number of shares of preferred stock issued and
outstanding as of the date of this Agreement; and (ii) number of shares of
common stock of the Surviving Companies common stock to be issued in the
conversion of such preferred stock.

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6. CONDITIONS TO CLOSING

The respective obligations of each party to consummate the
transactions contemplated by this Agreement shall be subject to the fulfillment
at or prior to Closing of each of the following conditions (except to the
extent any such condition is waived by the applicable party or parties if
legally permissible to do so):

6.1 NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No order,
injunction or decree issued by any court or agency of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the Merger
or any of the other transactions contemplated by this Agreement shall be in
effect. No statute, rule, regulation, order, injunction or decree shall have
been enacted, entered, promulgated or enforced by any governmental entity which
prohibits, materially restricts or makes illegal consummation of the Merger.

6.2 SHAREHOLDER APPROVALS. The transactions contemplated to be
consummated pursuant to the terms of this Agreement shall be approved by at
least two-thirds of the stockholders of each of HB, LB, and NSCB; and by
fifty-one percent (51%) of the stockholders of LFB and Crabtree.

6.3 FAIRNESS OPINION. On or prior to the date of this Agreement,
each of the Surviving Companies and NSCB shall have received an opinion from
Howe Barnes Investments, Inc. ("Howe Barnes"), that the Exchange Ratio
applicable to the shares of its common stock is fair to its respective
shareholders from a financial point of view, which opinion shall not have been
withdrawn or materially modified prior to the Effective Date. Furthermore,
each of the Surviving Companies and NSCB shall receive as of the date of
mailing of the joint proxy statement/prospectus and the Effective Date, a
written opinion from Howe Barnes, dated as of such dates, to the effect that
the previously issued fairness opinion has not been changed, modified or
amended in any material respect.

6.4 EFFECTIVENESS OF FORM S-4. Notwithstanding any other
provision of this Agreement, the obligations of each party to consummate the
Reorganization are subject to the condition that the Registration Statement
have been declared effective under the Securities Act and no stop orders shall
be in effect and no proceedings for such purpose shall be pending or have been
initiated or threatened by the SEC. NSCB shall have received all state
securities or "blue sky" permits and other authorizations necessary to issue
the RC Shares in exchange for the LFB, HB, LB and Crabtree Common Stock
pursuant to the Reorganization.

6.5 REGULATORY APPROVALS. All necessary state and federal
regulatory approvals as set forth in Section 3.4 shall have been obtained and
remain in full force and effect and all statutory waiting periods in respect
thereof shall have expired.

6.6 TAX OPINION. The parties shall have received an opinion of
Blackman Kallick Bartelstein, LLP, Certified Public Accountants, in a form
reasonably acceptable to the parties, dated as of the Effective Date,
substantially to the effect that, on the basis of the facts,

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representations and assumptions set forth in such opinion which are consistent
with the facts existing as of the Effective Date:

(a) that the Merger will constitute a tax free
reorganization under Section 368(a)(1)(A) of the Code;

(b) no gain or loss will be recognized by any party to
the Agreement as a result of the Merger;

(c) no gain or loss will be recognized by any holders of
the Shares who exchange their Shares solely for RC Shares (except with respect
to cash received in lieu of a fractional interest);

(d) the tax basis of the RC Shares received by holders
who exchange all of their Shares solely for RC Shares received in the
Reorganization will be the same as the tax basis of the Shares surrendered in
exchange therefor (reduced by any amount allocable to a fractional share
interest for which cash is received); and

(e) the holding period of the RC Shares received by the
holders of the Shares in the Reorganization will include the period during
which the RC Shares surrendered in exchange therefor were held.

6.7 POOLING OF INTEREST. The parties to the transaction shall
have received opinions of (i) KPMG Peat Marwick, LLP, in form and substance
reasonably satisfactory to the parties, dated as of the Effective Date,
substantially to the effect that, on the basis of facts, representations and
assumptions set forth in such opinion which are consistent with the facts
existing as of the Effective Date, that the proposed transaction will qualify
for "pooling of interest" accounting treatment and (ii) Arthur Andersen, LLP,
in form and substance reasonably satisfactory to the parties, dated as of the
Effective Date, substantially to the effect that on the basis of facts,
representations and assumptions set forth in such opinion which are consistent
with the facts existing as of the Effective Date, that the 1996 corporate
restructuring transactions relating to Crabtree and its former and current
subsidiaries qualify for "pooling of interest" accounting treatment.

6.8 CONVERSION OF FIRST PREMIUM WARRANTS; AMENDMENT OF WARRANT
AGREEMENTS. At or prior to the Effective Date, and in any event prior to the
exercise or put back to First Premium of any of the First Premium Warrants
currently existing and outstanding, Crabtree will have caused the terms of all
of the currently existing and outstanding First Premium Warrants (as reflected
on Schedule 1.8) to have been amended so as to provide that, in connection
with and as a part of the Reorganization, as of the Effective Date, all of the
currently existing First Premium Warrants will be contributed as property by
the holders thereof to the Resulting Company in exchange for and in
consideration of, at the election of the holders thereof, either (a) warrants
providing the holders thereof the right to acquire an aggregate of 447,740 RC
Shares in lieu of shares of First Premium on terms appropriately adjusted so as
to be

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comparable to the terms of such holders' respective First Premium Warrants; (b)
an aggregate number of RC Shares equal to the number of First Premium shares
subject to the First Premium Warrants multiplied by 68.95732, provided,
however, that the holders also contribute to the Resulting Company together
with the First Premium Warrants consideration equal to the aggregate exercise
price of such First Premium Warrants; or (c) a combination of RC Shares and
Warrants to purchase RC Shares with an exercise period equal to the remaining
exercise period of the First Premium Warrants contributed and at the purchase
price of $15.00 per RC Share ("RC Warrants"), such that the total number of
such RC Shares issued in exchange and subject to such RC Warrants issued in
exchange shall equal 447,740, as specified in Schedule 1.8. Schedule 1.8 sets
forth the following information with respect to the First Premium Warrants:
(i) the number of shares of First Premium stock subject to Warrants outstanding
as of the date hereof; (ii) the number of RC Shares to be subject thereto in
the event of exchange of all of such Warrants for Warrants to purchase RC
Shares pursuant to the Reorganization; (iii) the aggregate number of RC Shares
to be issued in exchange in the event all of such Warrants are exchanged for RC
Shares; and (iv) the aggregate number of RC Shares and of RC Warrants to be
issued in the event all of such Warrants are exchanged for a combination of RC
Shares and RC Warrants.

At or prior to the Effective Date, each of NSCB, HB and LB will cause
the terms of all of the currently existing and outstanding Warrants to purchase
its common stock to have been amended so as to provide that, in connection with
and as a part of the Reorganization, as of the Effective Date, all of the
Warrants outstanding immediately prior to the Effective Time will be
contributed to the Resulting Company in exchange for a combination of RC Shares
and RC Warrants as contemplated by Section 1.8 hereof; provided, however, that
nothing herein shall prevent the exercise of Warrants to purchase shares of
NSCB, HB or LB prior to the Effective Time.

6.9 CONVERSION OF FIRST PREMIUM AND CREDIT LIFE OPTION PLANS. At
or prior to the Effective Date, and in any event prior to the exercise of any
options outstanding thereunder, Crabtree will have caused all existing Option
Plans at First Premium and Credit Life to have been amended so as to provide
for the conversion of the Credit Life options into the right to acquire shares
of First Premium effective upon consummation of the merger contemplated by
Section 6.11 hereof, and the conversion of all options to acquire First Premium
Common Stock outstanding immediately prior to the Effective Date into the right
to acquire RC Shares such that, effective upon the Effective Date, any of the
options granted thereunder shall, by virtue of the Reorganization and without
any further action on the part of the holders thereof, be converted into the
right to purchase up to an aggregate of 133,963 RC Shares on comparable terms
applicable to the currently outstanding options to purchase First Premium and
Credit Life shares, in each case as appropriately adjusted to reflect such
conversion. Schedule 1.9 sets forth the following information with respect to
the Option Plans at First Premium and Credit Life: (i) the number of Options
issued and outstanding as of the Effective Date; and (ii) the number of RC
Shares to be subject to such Options upon the Effective Date.

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6.10 NO MATERIAL ADVERSE CHANGE. Except as disclosed or otherwise
contemplated herein, there shall have occurred no adverse change or changes
(whether or not covered by insurance) during the period from December 31, 1995
to the Effective Date in the assets, liabilities, properties, financial
condition, results of operations or business prospects of any one or more of
the other parties and their respective subsidiaries, taken as a whole, which
would be materially adverse to the results of operations, financial condition
or business prospects of the Resulting Company on a combined basis.

6.11 CONSUMMATION OF FIRST PREMIUM/CREDIT LIFE AND
CRABTREE/PROSPECT LEASING MERGERS. Prior to the Effective Date, Crabtree shall
have caused Credit Life to have been duly merged with and into First Premium
and Prospect Leasing to have been duly merged with and into Crabtree, all in
accordance with the applicable provisions of state law.

7. TERMINATION

7.1 TERMINATION. This Agreement may be terminated at any date
prior to the Effective Date, whether before or after approval by the
shareholders of the Merging Companies, the Surviving Companies or NSCB:

(a) by mutual written consent of all the parties to this
Agreement;

(b) by any parties to this Agreement if (i) the Merger
has not been effected on or prior to the close of business on December 31, 1996
(the "Final Merger Date"); provided, however, that the right to terminate this
Agreement pursuant to this clause shall not be available to any party whose
failure to fulfill any obligation of this Agreement has been the cause of, or
resulted in, the failure of the Merger to have been effected on or prior to
such date, or (ii) any court of competent jurisdiction shall have issued an
order, decree or ruling or taken any other action permanently enjoining,
restraining or otherwise prohibiting the transactions contemplated by this
Agreement and such order, decree, ruling or other action shall have become
final and non-appealable;

(c) by any party to this Agreement in the event that such
party's due diligence investigations and review of any of the other parties as
provided for in Section 5.13(a) of this Agreement discloses matters which such
party in good faith believes to (i) be inconsistent in any material respect
with any of the representations and warranties of any party contained in this
Agreement or (ii) be of such significance as to materially and adversely affect
the financial condition or the business prospects of any party and its
respective subsidiaries on a consolidated basis, or (iii) deviate materially
and adversely from the applicable financial statements for the year ended
December 31, 1995, by giving written notice of termination to the other parties
hereto within seven days after the Review Date. Notwithstanding the foregoing,
no party shall have the right to terminate pursuant to this Section 7.1(c) as a
result of any changes in general economic conditions or matters which affect
financial institutions or premium finance businesses generally; or

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(d) by any party to this Agreement if any condition in
Section 6 cannot be satisfied by the Final Merger Date.

7.2 EFFECT OF TERMINATION. If this Agreement is terminated
pursuant to Section 7.1, this Agreement shall forthwith become void and there
shall be no liability or obligation on the part of any party to this Agreement
or their respective directors and officers under this Agreement, except for the
continuing obligation of each party to this Agreement pursuant to Section 8.6
hereof.

8. GENERAL PROVISIONS

8.1 WAIVER OF TERMS. Any of the terms or conditions of this
Agreement may be waived at any time by the party or parties entitled to the
benefit thereof (to the extent legally permissible) but only by a written
instrument signed by the party or parties waiving such terms or conditions.
Notwithstanding the foregoing, any waiver given after the Shareholders'
Meetings shall have no effect on the Exchange Ratios as approved at such
Shareholders' Meetings.

8.2 AMENDMENT OF AGREEMENT. This Agreement may be amended,
supplemented or interpreted at any time only by written instrument duly
executed by each party hereto. Notwithstanding the foregoing, any amendment
dated subsequent to the Shareholders' Meetings shall have no effect on the
Exchange Ratios as approved at such Shareholders' Meeting.

8.3 CONTENTS OF AGREEMENT; BINDING NATURE. This Agreement and the
other agreements and documents to be delivered by the parties as provided
herein set forth the entire understanding of the parties with respect to the
subject matter hereof. Any previous agreements or understandings between the
parties regarding such subject matter are merged into and superseded by this
Agreement. All representations, warranties, covenants, terms and conditions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the parties hereto.

8.4 NOTICES. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be by
hand-delivery, certified or registered mail, return receipt requested;
telecopiers, or air courier to the parties set forth below. Such notices shall
be deemed given: at the time personally delivered, if delivered by hand or by
courier; at the time received if sent certified or registered mail; and when
receipt acknowledged by receiving telecopy equipment if telecopied.

If to North Shore Community 1145 Wilmette
Bancorp, Inc. Wilmette, Illinois 60091
Attn: John Close
Telecopier: (847) 853-0159

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If to Lake Forest Bancorp, Inc.: 727 North Bank Lane
Post Office Box 5010
Lake Forest, Illinois 60045
Attn: Edward J. Wehmer
Telecopier: (847) 234-4717

If to Hinsdale Bancorp, Inc.: 25 East First Street
Hinsdale, Illinois 60521
Attn: Dennis Jones
Telecopier: (708) 655-8008

If to Libertyville Bancorp, Inc.: 507 North Milwaukee Avenue
Libertyville, Illinois 60048
Attn: Bert Carstens
Telecopier: (847) 367-8444

If to Crabtree Capital Corporation: 475 North Martingale Road
Suite 440
Schaumburg, Illinois 60173
Attn: David L. Steele
Telecopier: (847) 517-8034

8.5 COMMISSIONS AND FINDER'S FEES. All parties hereto represent
and warrant to each other that none of them has retained or used the services
of any individual, firm or corporation in such manner as to entitle such
individual, firm or corporation to any compensation for brokers' or finders'
fees with respect to the transactions contemplated hereby for which the other
may be liable.

8.6 EXPENSES. NSCB, LFB, HB, LB and Crabtree each agrees to bear
an equal portion of the total shared fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby, including, but
not limited to, legal fees and disbursements, investment banking and financial
advisory fees relating to obtaining the fairness opinions, fees relating to
obtaining the tax opinion and "pooling" opinion from the respective accounting
firms, SEC registration fees and the costs of printing and mailing proxy
statements and conducting special shareholder meetings, and the costs of
preparing and filing requisite regulatory applications. The agreement set
forth in this Section 8.6 shall survive the Effective Date and in the event
this Agreement is terminated prior to consummation of the Reorganization by any
party hereto, this Section 8.6 shall survive such termination.

8.7 SEVERABILITY. In the event that any one or more of the
provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions of this Agreement shall not be in any way impaired.

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8.8 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

8.9 HEADINGS. The headings of the Sections and the subsections of
this Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.

8.10 GOVERNING LAW; JURISDICTION. This Agreement shall be
governed, construed and enforced in accordance with the internal laws of the
State of Illinois, excluding any choice of law rules that may direct the
application of the laws of another jurisdiction. The parties hereby covenant
and agree that any and all actions arising out of or related to this Agreement
shall be brought and maintained in the federal and state courts sitting in Cook
County, Illinois. Each party hereto hereby irrevocably consents and submits to
the jurisdiction of and the service of process from such courts for any and all
such actions.

8.11 INSTRUMENTS OF FURTHER ASSURANCE. Each of the parties hereto
agrees, upon the request of any of the other parties hereto, from time to time
to execute and deliver to such other party or parties all such instruments and
documents of further assurance or otherwise as shall be reasonable under the
circumstances, and to do any and all such acts and things as may reasonably be
required to carry out the obligations of such requested party hereunder.

8.12 PUBLICITY. No notices to third parties or other publicity,
including press releases, concerning any of the transactions provided for
herein shall be made by any party hereto unless planned, coordinated and agreed
to jointly among the parties hereto, except to the extent otherwise required by
law.

8.13 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement is
intended nor shall it be construed to give any person, firm, corporation or
other entity, other than the parties hereto and their respective successors and
assigns, any right, remedy or claim under or in respect of this Agreement or
any provisions hereof.

IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.

NORTH SHORE COMMUNITY LAKE FOREST BANCORP II
BANCORP, INC.

By: /s/ JOHN W. CLOSE By: /s/ DAVID A. DYKSTRA
---------------------------- -------------------------------
Its: President Its: Executive Vice President
---------------------------- -------------------------------

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LAKE FOREST BANCORP, INC. HINSDALE BANCORP II

By: /s/ EDWARD J. WEHMER By: /s/ DAVID A. DYKSTRA
----------------------- ------------------------------------
Its: President Its: Executive Vice President
----------------------- ------------------------------------

HINSDALE BANCORP, INC. LIBERTYVILLE BANCORP II

By: /s/ DENNIS J. JONES By: /s/ DAVID A. DYKSTRA
----------------------- ------------------------------------
Its: Chairman Its: Executive Vice President
----------------------- ------------------------------------

LIBERTYVILLE BANCORP, INC. CRABTREE CAPITAL CORPORATION II

By: /s/ J. ALBERT CARSTENS By: /s/ DAVID A. DYKSTRA
----------------------- ------------------------------------
Its: President Its: Executive Vice President
----------------------- ------------------------------------

CRABTREE CAPITAL CORPORATION

By: /s/ HOWARD D. ADAMS
-----------------------
Its: President
-----------------------

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<PAGE> 324
SCHEDULE 1.4

PERSONS TO BE DIRECTORS AND OFFICERS
OF RESULTING COMPANY

OFFICERS

Howard D. Adams, Chairman and Chief Executive Officer
Edward J. Wehmer, President
David A. Dykstra, Chief Financial Officer and Treasurer
Lloyd Bowden, Executive Vice President
Robert Key, Executive Vice President

DIRECTORS

Alan A. Adams
Howard D. Adams
Peter Crist
Maurice F. Dunne, Jr.
Eugene Hotchkiss
James Knollenberg
John S. Lillard
James Mahoney
James B. McCarthy
Marguerite Savard McKenna
Tull Monsees
Albin Moschner
Hollis Rademacher
J. Christopher Reyes
John Schaper
John J. Schornack
Jane Stein
Katherine Sylvester
Lemuel H. Tate
Edward J. Wehmer
Larry Wright

________________________________

Tull Monsees will be a non-voting advisor to the Board of Directors of
the Resulting Company.

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<PAGE> 325
SCHEDULE 1.8

SCHEDULE OF WARRANTS

<TABLE>
<CAPTION>
First
LFB HB LB Premium NSCB
--- -- -- ------- ----
<S> <C> <C> <C> <C> <C>
Number of Shares Subject to
Outstanding Warrants -0- 10,000 20,760 6,493 5,000

Number of RC Shares to be issued
in exchange for contribution of
Warrants upon the Effective
Date(1) N/A 33,173 24,881 447,740(2) 9,142
374,535(3)

Number of RC Shares subject to RC
Warrants to be issued in exchange
for contribution of Warrants upon
the Effective Date(1) 73,205(3)(4)
N/A 27,167(4) 58,694(4) 447,740(5) 16,667(4)

</TABLE>

________________________

(1) Assuming no prior exercise of Warrants currently outstanding.

(2) Assuming all of the outstanding First Premium Warrants are contributed
to the Resulting Company, together with an amount of cash equal to the
aggregate exercise prices of such Warrants, in exchange for RC Shares.

(3) Assuming all of the outstanding First Premium Warrants are contributed
to the Resulting Company in exchange for a combination of RC Shares
and RC Warrants.

(4) The terms of the RC Warrants to acquire such shares shall reflect an
exercise period equal to the remaining exercise period of the Warrants
contributed and an exercise price of $15.00 per share.

(5) Assuming all of the outstanding First Premium Warrants are contributed
to the Resulting Company in exchange for Warrants to purchase RC
Shares on terms appropriately adjusted so as to be comparable to the
terms of the First Premium Warrants.

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SCHEDULE 1.9

SCHEDULE OF RIGHTS/OPTIONS

<TABLE>
<CAPTION>
First Credit
NSCB LFB HB LB Premium Crabtree Life
---- --- -- -- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Number of Rights/Options
Outstanding 64,076 36,502 31,455 22,550 1,783 43,725 74.7

Aggregate Number of RC
Shares to be subject to
such Rights/Options upon
the Effective Date(1) 330,748 353,097 189,799 90,782 122,951 51,741 11,012

</TABLE>

____________

(1) Assumes no prior exercise of any such rights or options.

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SCHEDULE 3.3

CAPITALIZATION OF NSCB AND THE MERGING COMPANIES

<TABLE>
<CAPTION>
NSCB LFBII HB II LB II Crabtree II
---- ----- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
(i) Number of Authorized Common Shares 400,000
and Preferred Shares -0- 200,000 350,000 350,000 2,000,000
-0- -0- -0- -0-
(ii) Number of Common Shares and Preferred 253,809 163,360 207,137 229,929 1,025,265
Shares Issued and Outstanding -0- -0- -0- -0- -0-

(iii) Number of Shares Subject to Common
Stock Rights Outstanding 20,000(1) -0- -0- -0- -0-

(iv) Number of Shares Subject to Common
Stock Warrants Outstanding 5,000 -0- -0- -0- -0-

(v) Number of Shares Subject to
Outstanding Options 44,076(2) -0- -0- -0- -0-

(vi) Number of Shares Subject to Issuance
Pursuant to 401(k) Plan Arrangements 1,737 -0- -0- -0- -0-
</TABLE>

________________________

(1) Such shares will be adjusted to reflect the NSCB Exchange Ratio as
of the Effective Date, resulting in 103,236 RC Shares being subject
to such Rights upon consummation of the Reorganization assuming no
prior exercise thereof.

(2) Such shares will be adjusted to reflect the NSCB Exchange Ratio as
of the Effective Date, resulting in 227,512 RC Shares being subject
to such Options upon consummation of the Reorganization assuming no
prior exercise thereof.

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<PAGE> 328
SCHEDULE 4.3

CAPITALIZATION OF THE SURVIVING COMPANIES

<TABLE>
<CAPTION>
LFB HB LB Crabtree
--- -- -- --------
<S> <C> <C> <C> <C> <C>
(i) Number of Authorized Common Shares and Preferred 200,000 350,000 350,000 2,000,000
Shares 7,500 -0- 25,000 -0-

(ii) Number of Common Shares and Preferred Shares 160,810 207,137 205,929 1,025,265
Issued and Outstanding 1,700 -0- 24,000 -0-

(iii) Number of Common Stock Rights Outstanding -0- -0- -0- -0-

(iv) Common Stock Warrants Outstanding -0- 10,000 5,000 -0-(1)

(v) Number of Shares Subject to Outstanding
Options(3) 36,502 31,455 22,550 43,725(2)

</TABLE>

________________________

(1) Does not include Warrants outstanding to purchase shares of
common stock of First Premium, a wholly-owned subsidiary of
Crabtree. See Sections 1.8 and 6.8 of the Agreement and
Schedule 1.8.

(2) In addition, there are currently outstanding options to
purchase 1,783 shares and 74.7 shares of common stock of
First Premium and Credit Life, respectively, both
wholly-owned subsidiaries of Crabtree, which options are to
be converted in accordance with the terms of the
Reorganization into options representing the right to
purchase RC Shares.

(3) Upon consummation of the Reorganization, the number of
shares subject to such options will be automatically
adjusted to reflect the applicable Exchange Ratio and will
represent the right to purchase RC Shares on appropriately
adjusted terms.

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<PAGE> 329
SCHEDULE 5.14

SCHEDULE OF PREFERRED STOCK

<TABLE>
<CAPTION>
LFB LB
--- --
<S> <C> <C>
Number of Preferred Shares Authorized 7,500 25,000

Number of Preferred Shares Issued
and Outstanding 1,700 24,000

Number of Surviving Company Shares to
be Issued upon Conversion of the
Preferred Shares prior to the
Effective Date 2,550 24,000
</TABLE>

A-41
<PAGE> 330
EXHIBIT A

PLAN OF MERGER

by and among

NORTH SHORE COMMUNITY BANCORP, INC.

and

LAKE FOREST BANCORP II,
HINSDALE BANCORP II,
LIBERTYVILLE BANCORP II,

and

CRABTREE CAPITAL CORPORATION II,
each a wholly owned subsidiary of
North Shore Community Bancorp, Inc.

and

LAKE FOREST BANCORP, INC.

and

HINSDALE BANCORP, INC.

and

LIBERTYVILLE BANCORP, INC.

and

CRABTREE CAPITAL CORPORATION

Dated as of this 28th day of May, 1996

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<PAGE> 331
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C> <C>
1. REORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . AA-5
1.1 The Merger . . . . . . . . . . . . . . . . . . . . . AA-5
1.2 Effective Time of the Merger . . . . . . . . . . . . AA-5
1.3 Effects of the Merger . . . . . . . . . . . . . . . AA-5
1.4 Articles of Incorporation . . . . . . . . . . . . . AA-6
1.5 Bylaws . . . . . . . . . . . . . . . . . . . . . . . AA-6
1.6 Directors and Officers . . . . . . . . . . . . . . . AA-6
1.7 Name . . . . . . . . . . . . . . . . . . . . . . . . AA-6
1.8 Effect of the Merger on Capital Stock . . . . . . . AA-6
1.9 Effect of the Merger on Capital Stock of the
Merging Companies . . . . . . . . . . . . . . . . . AA-8
1.10 Exchange of Warrants . . . . . . . . . . . . . . . . AA-8
1.11 Dissenting Shareholders . . . . . . . . . . . . . . AA-9
1.12 Necessary Actions . . . . . . . . . . . . . . . . . AA-9

2. EXCHANGE OF SHARE CERTIFICATES . . . . . . . . . . . . . . . AA-9
2.1 Exchange of Share Certificates . . . . . . . . . . . AA-9

3. CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . AA-10
3.1 Conditions to the Merger . . . . . . . . . . . . . AA-10

4. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . AA-10
4.1 Termination . . . . . . . . . . . . . . . . . . . AA-10

5. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . AA-11
5.1 Waiver of Terms . . . . . . . . . . . . . . . . . AA-11
5.2 Amendment of Plan of Merger . . . . . . . . . . . AA-11
5.3 Notices . . . . . . . . . . . . . . . . . . . . . AA-11
5.4 Severability . . . . . . . . . . . . . . . . . . . AA-12
5.5 Counterparts . . . . . . . . . . . . . . . . . . . AA-12
5.6 Governing Law; Jurisdiction . . . . . . . . . . . AA-12

</TABLE>

LIST OF EXHIBITS

Exhibit A Articles of Incorporation of Resulting Company [See Exhibit B
to Reorganization Agreement]

Exhibit B By-laws of Resulting Company [See Exhibit C to Reorganization
Agreement]

Exhibit C Officers and Directors of Resulting Company [See Schedule 1.4
to Reorganization Agreement]

AA-2
<PAGE> 332
PLAN OF MERGER

THIS PLAN OF MERGER (the "Plan of Merger") is made as of this 28th day
of May, 1996 by and among NORTH SHORE COMMUNITY BANCORP, INC., an Illinois
corporation ("NSCB"), LAKE FOREST BANCORP II, an Illinois corporation
("LFBII"), HINSDALE BANCORP II, an Illinois corporation ("HBII"), LIBERTYVILLE
BANCORP II, an Illinois corporation ("LBII"), CRABTREE CAPITAL CORPORATION II,
an Illinois corporation ("Crabtree II"), each a wholly owned subsidiary of
NSCB, and each of LAKE FOREST BANCORP, INC., a Delaware corporation ("LFB"),
HINSDALE BANCORP, INC., an Illinois corporation ("HB"), LIBERTYVILLE BANCORP,
INC., an Illinois corporation ("LB"), and CRABTREE CAPITAL CORPORATION, a
Delaware corporation ("Crabtree").

W I T N E S E T H:

WHEREAS, NSCB is an Illinois corporation with authorized capital
consisting of 400,000 shares of common stock, no par value, of which 253,809
shares are issued and outstanding on the date hereof;

WHEREAS, LFBII is an Illinois corporation with authorized capital
consisting of 200,000 shares of common stock, no par value, of which 163,360
shares are issued and outstanding on the date hereof;

WHEREAS, HBII is an Illinois corporation with authorized capital
consisting of 350,000 shares of common stock, no par value, of which 207,137
shares are issued and outstanding on the date hereof;

WHEREAS, LBII is an Illinois corporation with authorized capital
consisting of 350,000 shares of common stock, no par value, of which 229,929
shares are issued and outstanding on the date hereof;

WHEREAS, Crabtree II is an Illinois corporation with authorized
capital consisting of 2,000,000 shares of common stock, no par value, of which
1,025,265 shares are issued and outstanding on the date hereof;

WHEREAS, LFB is a Delaware corporation with authorized capital
consisting of (i) 200,000 shares of common stock, $1.00 par value per share, of
which 160,810 shares are issued and outstanding on the date hereof; and (ii)
7,500 shares of preferred stock, $2.00 par value per share, of which no shares
are issued and outstanding on the date hereof;

WHEREAS, HB is an Illinois corporation with authorized capital
consisting of 350,000 shares of common stock, no par value, of which 207,137
shares are issued and outstanding on the date hereof;

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<PAGE> 333
WHEREAS, LB is an Illinois corporation with authorized capital
consisting of (i) 350,000 shares of common stock, no par value, of which
205,929 shares are issued and outstanding on the date hereof; and (ii) 25,000
shares of preferred stock, no par value, of which no shares are issued and
outstanding on the date hereof;

WHEREAS, Crabtree is a Delaware corporation with authorized capital
consisting of 2,000,000 shares of common stock, $1.00 par value per share, of
which 1,025,265 shares are issued and outstanding on the date hereof;

WHEREAS, concurrently with the execution and delivery of this Plan of
Merger, NSCB, the Surviving Companies and the Merging Companies have entered
into an Agreement and Plan of Reorganization (the "Agreement" and, together
with this Plan of Merger, the "Merger Agreements") that contemplates the merger
of (i) LFBII with and into LFB, (ii) HBII with and into HB, (iii) LBII with and
into LB and (iv) Crabtree II with and into Crabtree, upon the terms and
conditions provided for in this Plan of Merger and the Agreement and pursuant
to the Illinois Business Corporation Act (the "BCA") and the Delaware General
Corporation Law (the "DGCL");

WHEREAS, the respective Boards of Directors of NSCB, the Merging
Companies, and the Surviving Companies deem it advisable and in the best
interests of each of them and their respective shareholders that the Merging
Companies be merged with and into the Surviving Companies in the manner
contemplated herein, and each of the aforesaid Boards of Directors have adopted
resolutions approving this Agreement and have recommended the actions
contemplated for approval and adoption by the holders of the issued and
outstanding shares of the capital stock of each of the Merging Companies and
the Surviving Companies;

AA-4
<PAGE> 334
NOW THEREFORE, in consideration of the foregoing premises and the
mutual promises, covenants and agreements hereinafter set forth, the parties
hereto agree as follows:

1. REORGANIZATION

1.1 THE MERGER. Subject to the terms and conditions of the Merger
Agreements, LFB II will merge with and into LFB, HBII will merge with and into
HB, LBII will merge with and into LB, and Crabtree II will merge with and into
Crabtree, with each of LFB, HB, LB and Crabtree as the surviving corporations,
in accordance with and with the effect of the BCA and the DGCL (the "Merger"),
and the issued and outstanding shares of the Surviving Companies shall be
converted into shares of the Resulting Company as provided for in Section 1.8
of this Plan of Merger and the issued and outstanding shares of the Merging
Companies shall be converted into shares of the Surviving Companies as provided
for in Section 1.9 of this Plan of Merger, and the separate corporate existence
of each of the Merging Companies shall cease.

1.2 EFFECTIVE TIME OF THE MERGER. Subject to the provisions of
the Merger Agreements, (a) articles of merger (the "Articles of Merger") shall
be duly prepared and executed by the Merging Companies and Surviving Companies
and thereafter delivered to the Secretary of State of the State of Illinois for
filing, as provided in the IBCA, on the Closing Date (as defined in the
Agreement) and (b) a certificate of merger (the "Certificate of Merger") shall
be duly prepared and executed by the Merging Companies and the Surviving
Companies and thereafter delivered to the Secretary of State of the State of
Delaware for filing, as provided in the DGCL, on the Closing Date. The Merger
shall become effective upon the filing of the Articles of Merger with the
Secretary of State of the State of Illinois and the Certificate of Merger with
the Secretary of State of the State of Delaware (the "Effective Time").

1.3 EFFECTS OF THE MERGER. (a) At the Effective Time, (i) the
separate existence of the Merging Corporations shall cease and the Merging
Companies shall be merged with and into the Surviving Companies as provided in
Section 5/11.35 of the IBCA and Section 252 of the DGCL (the Merging Companies
and the Surviving Companies are sometimes referred to herein as the
"Constituent Corporations").

(b) At and after the Effective Time, the Surviving
Companies shall possess all the rights, privileges, powers and franchises of a
public as well as of a private nature, and be subject to all the restrictions,
disabilities and duties of each of the Constituent Corporations; and all
singular rights, privileges, powers and franchises of each of the Constituent
Corporations; and all property, real, personal and mixed and all debts due to
any of the Constituent Corporations on whatever account, as well as for stock
subscriptions and all other things in action or belonging to each of the
Constituent Corporations, shall be vested in the Surviving Companies; and all
property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter as effectually the property of the respective
Surviving Company as they were of the Constituent Corporations, and the title
to any real estate vested by deed or otherwise, in either of the Constituent
Corporations, shall not revert or be in any way

AA-5
<PAGE> 335
impaired; but all rights of creditors and all liens upon any property of either
of the Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the Constituent Corporations shall thenceforth attach
to the Surviving Companies, and may be enforced against it to the same extent
as if said debts and liabilities had been incurred by it. Any action or
proceeding, whether civil, criminal or administrative, pending by or against
either Constituent Corporation shall be prosecuted as if the Merger had not
taken place, and the respective Surviving Company may be substituted as a party
in such action or proceeding in place of any Constituent Corporation.

1.4 ARTICLES OF INCORPORATION. As of the Effective Date, the
Articles of Incorporation of the Resulting Company shall be amended and
restated to read in their entirety as set forth in Exhibit A, and shall
thereafter remain in full force and effect until amended in accordance with
applicable law. The Articles of Incorporation, or Certificates of
Incorporation, as the case may be, of the Surviving Companies, as in effect on
the Effective Date, shall be the Articles of Incorporation, or Certificates of
Incorporation, as the case may be, of the Surviving Companies, as the surviving
entities, following the Effective Date.

1.5 BYLAWS. The Bylaws of the Resulting Company shall be amended
and restated to read in their entirety as set forth in Exhibit B, and shall
remain in full force and effect until thereafter amended in accordance with
applicable law. The Bylaws of the Surviving Companies, as in effect on the
Effective Date shall be the Bylaws of the Surviving Companies, as the surviving
entities, following the Effective Date.

1.6 DIRECTORS AND OFFICERS. As of the Effective Date, the
officers and directors of the Surviving Companies immediately prior to the
Effective Date shall be the officers and directors of the Surviving Companies
until such time as their respective successors have been elected and qualified
and no change shall occur in the officers and directors of the Surviving
Companies as a result of the Reorganization. As of the Effective Date, the
officers and the directors of the Resulting Company shall be those persons set
forth on Exhibit C.

1.7 NAME. As of the Effective Date, the name of the Resulting
Company shall be "Wintrust Financial Corporation".

1.8 EFFECT OF THE MERGER ON CAPITAL STOCK.

(a) Common Stock. As of the Effective Date, by virtue of
the Merger, each validly issued and outstanding share of the capital stock of
NSCB and the Surviving Companies, other than Dissenting Shares (as that term is
defined in Section 1.10) (collectively, the "Shares") shall be converted,
adjusted or cancelled as follows:

(i) LFB. Except as provided in Section
1.8(a)(viii) below, each share of the common stock, $1.00 par value
per share, of LFB (the "LFB Common Stock") validly issued, fully paid
and nonassessable, outstanding immediately prior to the Effective Date
shall be converted into the right to receive 9.67334 shares (the "LFB

AA-6
<PAGE> 336
Exchange Ratio") of the common stock, without par value, of the
Resulting Company ("RC Shares");

(ii) HB. Except as provided in Section
1.8(a)(viii) below, each share of the common stock, no par value per
share, of HB (the "HB Common Stock") validly issued, fully paid and
nonassessable, outstanding immediately prior to the Effective Date
shall be converted into the right to receive 6.03398 RC Shares (the
"HB Exchange Ratio");

(iii) LB. Except as provided in Section
1.8(a)(viii) below, each share of the common stock, no par value per
share, of LB (the "LB Common Stock") validly issued, fully paid and
nonassessable, outstanding immediately prior to the Effective Date
shall be converted into the right to receive 4.02578 RC Shares (the
"LB Exchange Ratio");

(iv) Crabtree. Except as provided in Section
1.8(a)(viii) below, each share of the common stock, par value $1.00
per share, of Crabtree (the "Crabtree Common Stock") validly issued,
fully paid and nonassessable, outstanding immediately prior to the
Effective Date shall be converted into the right to receive 1.18332 RC
Shares (the "Crabtree Exchange Ratio").

(The LFB Exchange Ratio, the HB Exchange Ratio, the
LB Exchange Ratio and the Crabtree Exchange Ratio are hereinafter
collectively referred to as the "Exchange Ratios").

(v) Adjustment of NSCB Stock. Except as provided
in Section 1.8(a)(viii) below, each share of common stock, no par
value, of NSCB validly issued, fully paid and nonassessable,
outstanding immediately prior to the Effective Date shall be converted
into the right to receive 5.16180 RC Shares (the "NSCB Exchange
Ratio").

(vi) Share Certificates. The certificate(s) which
formerly represented the Shares shall, from and after the Effective
Date, represent the right to receive the number of shares of the
Resulting Company set forth above in Section (a) through (e) of this
Section 1.8 until exchanged as provided for in Section 2.2.

(vii) Fractional Shares. No certificate for
fractional RC Shares will be issued by the Resulting Company in
connection with the exchange contemplated by the Merger, but in lieu
thereof, any holder of Shares shall, upon surrender of the
certificates(s) representing such Shares, be paid cash, without
interest, by the Resulting Company for such fractional shares on the
basis of the Exchange Ratio applicable to such Shares.

AA-7
<PAGE> 337
(viii) Cancellation of Treasury Stock, Intercompany
Shares. Any Shares of NSCB or any Surviving Company, as the case may
be, which are owned by any other Surviving Company or NSCB immediately
prior to the Effective Date, and any shares of treasury stock held by
any Surviving Company or NSCB immediately prior to the Effective Date,
shall be cancelled and shall cease to exist as of the Effective Date
and no RC Shares shall be delivered in exchange therefor.

(b) Preferred Stock. Any shares of preferred stock of
any of the Surviving Companies issued and outstanding as of the Effective Date
shall be cancelled.

1.9 EFFECT OF THE MERGER ON CAPITAL STOCK OF THE MERGING
COMPANIES. Each validly issued and outstanding share of common stock of each
of the Merging Companies shall be converted into one share of the applicable
Surviving Company as of the Effective Date as follows:

<TABLE>
<CAPTION>
Merging Applicable
Company Surviving Company
------- -----------------
<S> <C>
LFB II LFB
HB II HB
LB II LB
Crabtree II Crabtree
</TABLE>

1.10 EXCHANGE OF WARRANTS. There currently are issued and
outstanding certain warrants (a "Warrant" or collectively the "Warrants")
providing holders thereof the right to purchase common stock of NSCB, HB and
LB, and of the wholly owned subsidiary of Crabtree, First Premium Services,
Inc., an Illinois corporation ("First Premium"). The First Premium Warrants
shall, in connection with and as part of the Reorganization, be contributed as
property by the holders thereof to the Resulting Company in exchange for and in
consideration of, at the election of the holders thereof, either (a) warrants
providing the holders thereof the right to acquire an aggregate of 447,740 RC
Shares in lieu of shares of First Premium on terms appropriately adjusted so as
to be comparable to the terms of such holders' respective First Premium
Warrants; (b) an aggregate number of RC Shares equal to the number of First
Premium shares subject to the First Premium Warrants multiplied by 68.95732,
provided, however, that the holders also contribute to the Resulting Company
together with the First Premium Warrants consideration equal to the aggregate
exercise price of such First Premium Warrants; or (c) a combination of RC
Shares and Warrants to purchase RC Shares with an exercise period equal to the
remaining exercise period of the First Premium Warrants contributed and at the
purchase price of $15.00 per RC Share ("RC Warrants"), such that the total
number of such RC Shares issued in exchange and subject to such RC Warrants
issued in exchange shall equal 447,740. Each Warrant, other than the First
Premium Warrants, which is validly issued and outstanding immediately prior to
the Effective Date shall, in connection with and as part of

AA-8
<PAGE> 338

the Reorganization, as of the Effective Date, be contributed by the holders
thereof as property to the Resulting Company in exchange for and in
consideration of a combination of RC Shares and Warrants to purchase RC Shares
with an exercise period equal to the remaining exercise period of the
outstanding Warrants contributed and at the purchase price of $15.00 per RC
Share ("RC Warrants"), such that the total number of such RC Shares issued in
exchange and subject to such RC Warrants issued in exchange shall equal the
product of the number of shares subject to such Warrants multiplied by the
applicable Exchange Ratio.

1.11 DISSENTING SHAREHOLDERS. A "Dissenting Share" shall mean a
Share held by any person who properly exercises appraisal rights, if any, under
the BCA or DGCL, as the case may be, with respect to such Share. The holder of
any Dissenting Share shall have the rights, subject to the limitations,
provided under the BCA or DGCL, as the case may be.

1.12 NECESSARY ACTIONS. (a) In the event that this Plan of Merger
shall have been fully approved and adopted upon behalf of NSCB and the Merging
Companies in accordance with the provisions of the BCA and upon behalf of the
Surviving Companies in accordance with the provisions of the BCA and the DGCL,
as the case may be, the said parties agree that they will cause to be executed
and filed and recorded any document or documents prescribed by the laws of the
State of Illinois or the State of Delaware, as the case may be, and that they
will cause to be performed all necessary acts within the State of Illinois or
the State of Delaware, as the case may be, and elsewhere to effectuate the
Reorganization herein provided for.

(b) The Board of Directors and the proper officers of
NSCB, the Merging Companies and of the Surviving Companies are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry
out or put into effect any of the provisions of this Plan of Merger or of the
Reorganization herein provided for.

2. EXCHANGE OF SHARE CERTIFICATES

2.1 EXCHANGE OF SHARE CERTIFICATES. As soon as practicable after
the Effective Date, the Resulting Company shall mail to each holder of record
of Shares a letter of transmittal and instructions for use in the surrender of
the Shares in exchange for certificates representing RC Shares and any cash in
lieu of fractional shares into which the Shares shall have been converted or
adjusted pursuant to the terms of this Plan of Merger. Upon proper surrender
of certificates for exchange and cancellation to the Resulting Company, the
holder of such Shares shall be entitled to receive in exchange therefor, as
applicable (i) a certificate representing the number of shares of RC Shares to
which such holder of Shares may have become entitled pursuant to the provisions
of this Plan of Merger, and/or (ii) a check representing the amount of any cash
in lieu of fractional shares which such holder has the right to receive in
respect of the Shares surrendered pursuant to the provisions of this Section
2.1. No interest will be paid or accrued

AA-9
<PAGE> 339
on any cash payable in lieu of fractional shares or on any unpaid dividends and
distributions payable to holders of Shares.

3. CONDITIONS TO CLOSING

3.1 CONDITIONS TO THE MERGER. Consummation of the Merger is
conditioned upon the fulfillment or waiver of the conditions precedent set
forth in Section 6 of the Agreement.

4. TERMINATION

4.1 TERMINATION. This Plan of Merger may be terminated and the
Merger abandoned by mutual consent of all the parties to the Agreement at any
time prior to the Effective Date or otherwise in accordance with Section 7 of
the Agreement. If the Agreement is terminated in

AA-10
<PAGE> 340
accordance with Section 7 thereof, then this Plan of Merger will terminate
simultaneously and the Merger will be abandoned without further action by the
parties hereto.

5. GENERAL PROVISIONS

5.1 WAIVER OF TERMS. Subject to the next following sentence, any
of the terms or conditions of this Plan of Merger may be waived at any time by
the party or parties entitled to the benefit thereof (to the extent legally
permissible) but only by a written instrument signed by the party or parties
waiving such terms or conditions. Notwithstanding the foregoing, any waiver
given after the Shareholders' Meetings shall have no effect on the Exchange
Ratios as approved at such Shareholders' Meetings.

5.2 AMENDMENT OF PLAN OF MERGER. This Plan of Merger may be
amended, supplemented or interpreted at any time only by written instrument
duly executed by each party hereto. Notwithstanding the foregoing, any
amendment after the Shareholders' Meetings shall have no effect on the Exchange
Ratios as approved at such Shareholders' Meetings.

5.3 NOTICES. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be by
hand-delivery, certified or registered mail, return receipt requested;
telecopier, or air courier to the parties set forth below. Such notices shall
be deemed given: at the time personally delivered, if delivered by hand or by
courier; at the time received if sent certified or registered mail; and when
receipt acknowledged by receiving telecopy equipment if telecopied.

If to North Shore Community 1145 Wilmette
Bancorp, Inc. or any of the Wilmette, Illinois 60091
Merging Companies: Attn: John Close
Telecopier: (847) 853-0159

If to Lake Forest Bancorp, Inc.: 727 North Bank Lane
Post Office Box 5010
Lake Forest, Illinois 60045
Attn: Edward J. Wehmer
Telecopier: (847) 234-4717

If to Hinsdale Bancorp, Inc.: 25 East First Street
Hinsdale, Illinois 60521
Attn: Dennis Jones
Telecopier: (708) 655-8008

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<PAGE> 341
If to Libertyville
Bancorp, Inc.: 507 North Milwaukee Avenue
Libertyville, Illinois 60048
Attn: Bert Carstens
Telecopier: (847) 367-8444

If to Crabtree Capital
Corporation: 475 North Martingale Road
Suite 440
Schaumburg, Illinois 60173
Attn: David L. Steele
Telecopier: (847) 517-8034

5.4 SEVERABILITY. In the event that any one or more of the
provisions contained in this Plan of Merger shall be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions of this Plan of Merger shall not be in any way impaired.

5.5 COUNTERPARTS. This Plan of Merger may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

5.6 GOVERNING LAW; JURISDICTION. This Plan of Merger shall be
governed, construed and enforced in accordance with the internal laws of the
State of Illinois, excluding any choice of law rules that may direct the
application of the laws of another jurisdiction. The parties hereby covenant
and agree that any and all actions arising out of or related to this Plan of
Merger shall be brought and maintained in the federal and state courts sitting
in Cook County, Illinois. Each party hereto hereby irrevocably consents and
submits to the jurisdiction of and the service of process from such courts for
any and all such actions.

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<PAGE> 342
IN WITNESS WHEREOF, this Plan of Merger has been duly executed by each
of the constituent corporations parties hereto as of the day and year first
above written.

NORTH SHORE COMMUNITY LAKE FOREST BANCORP II
BANCORP, INC.

By: _______________________________ By:_______________________________
Its: ______________________________ Its:______________________________

LAKE FOREST BANCORP, INC. HINSDALE BANCORP II

By: _______________________________ By: _______________________________
Its: ______________________________ Its: ______________________________

HINSDALE BANCORP, INC. LIBERTYVILLE BANCORP II

By: _______________________________ By: _______________________________
Its: ______________________________ Its: ______________________________

LIBERTYVILLE BANCORP, INC. CRABTREE CAPITAL CORPORATION II

By: _______________________________ By: _______________________________
Its: ______________________________ Its:_______________________________

CRABTREE CAPITAL CORPORATION

By: _______________________________
Its: ______________________________

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EXHIBIT B
FORM OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WINTRUST FINANCIAL CORPORATION

Wintrust Financial Corporation (the "Corporation") was incorporated on
December 30, 1992 under the name Wintrust Investment Corporation. On March 18,
1993, the name of the Corporation was changed to Wintrust Investments, Inc. On
May 27, 1994, the name of the Corporation was changed to North Shore Community
Bancorp, Inc. The Articles of Incorporation be and the same hereby are amended
and restated to read as follows:

**ARTICLE ONE: The name of the Corporation is Wintrust Financial Corporation.

*ARTICLE TWO: The name and address of the registered agent and registered
office are:

Registered Agent - John F. Purtill, Esq.

Registered Office - 1515 East Woodfield Road
Suite 250
Schaumburg, Illinois 60173-5431

**ARTICLE THREE: Purpose or purposes for which the Corporation is organized:
The transaction of any or all lawful businesses for which corporations may be
incorporated under the Illinois Business Corporation Act of 1983, as amended
(the "BCA").

**ARTICLE FOUR, Paragraph 1: Authorized Shares, Issued Shares and
Consideration Received. The class, number of shares, and the par value, if any,
of each class of stock which the Corporation shall have authority to issue
shall be as follows:

<TABLE>
<CAPTION>
Number of
Class Par Value Per Share Shares Authorized
----- ------------------- -----------------
<S> <C> <C>
Common no par value 30,000,000
Preferred no par value 20,000,000
</TABLE>

Shares of the Corporation may be issued from time to time in such
manner, amounts and proportions and for such consideration as shall be fixed by
the Board of Directors of the Corporation.

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Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the shares of
each class are as follows:

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COMMON STOCK

(a) Dividends. Subject to any rights to receive
dividends to which the holders of the shares of the Preferred Stock
may be entitled, the holders of shares of Common Stock shall be
entitled to receive dividends, if and when declared payable from time
to time by the Board of Directors from any funds legally available
therefor.

(b) Liquidation. In the event of any dissolution,
liquidation or winding up of the Corporation, whether voluntary or
involuntary, after there shall have been paid to the holders of shares
of Preferred Stock the full amounts to which they shall be entitled,
the holders of the then outstanding shares of Common Stock shall be
entitled to receive, pro rata, all of the remaining assets of the
Corporation available for distribution to its shareholders. The Board
of Directors may distribute in kind to the holders of the shares of
Common Stock such remaining assets of the Corporation or may sell,
transfer or otherwise dispose of all or any part of such remaining
assets to any other corporation, trust or other entity and receive
payment therefor in cash, stock or obligations of such other
corporation, trust or entity, or any combination thereof, and may sell
all or any part of the consideration so received and distribute any
balance thereof in kind to holders of the shares of Common Stock. The
merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or any
purchase or redemption of shares of stock of the Corporation of any
class, shall not be deemed to be a dissolution, liquidation or winding
up of the Corporation for the purpose of this paragraph (b).

(c) Voting. Each outstanding share of Common Stock of
the Corporation shall entitle the holder thereof to one vote on each
matter submitted to a vote at a meeting of the shareholders.

PREFERRED STOCK

The Board of Directors is expressly authorized to adopt, from
time to time, a resolution or resolutions providing for the issuance
of Preferred Stock in one or more series, to fix the number of shares
in each such series and to fix the designations and powers,
preferences and relative, participating, optional or other special
rights, and the qualifications, limitations and restrictions thereof,
of each such series. The authority of the Board of Directors with
respect to each such series shall include a determination of the
following (which may vary as between the different series of Preferred
Stock):

(a) The number of shares constituting the series and the
distinctive designation of the series;

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(b) The dividend rate on the shares of the series, the
conditions and dates upon which dividends thereon shall be payable,
the extent, if any, to which dividends thereon shall be cumulative,
and the relative rights of preference, if any, of payment of dividends
thereon;

(c) Whether or not the shares of the series are
redeemable and, if redeemable, including the times during which they
shall be redeemable and the amount per share payable in case of
redemption, which amount may, but need not, vary according to the time
and circumstances of such action;

(d) The amount payable in respect of the shares of the
series, in the event of any liquidation, dissolution or winding up of
the Corporation, which amount may, but need not, vary according to the
time or circumstances of such action, and the relative rights of
preference, if any, of payment of such amount;

(e) Any requirement as to a sinking fund for the shares
of the series, or any requirement as to the redemption, purchase or
other retirement by the Corporation of the shares of the series;

(f) The right, if any, to exchange or convert shares of
the series into shares of any other series or class of stock of the
Corporation and the rate or basis, time, manner and condition of
exchange or conversion;

(g) The voting rights, if any, to which the holders of
shares of the series shall be entitled in addition to the voting
rights provided by law; and

(h) Any other term, condition or provision with respect
to the series not inconsistent with the provisions of this Article
Four or any resolution adopted by the Board of Directors pursuant
thereto.

**ARTICLE FIVE: No holder of any class of shares of the Corporation shall have
any cumulative voting rights in the election of directors or in any other
circumstances.

**ARTICLE SIX: No holder of any class of shares of the Corporation shall be
entitled as such as a matter of right to subscribe for or purchase any part (a)
of any shares of any class of the Corporation whether now authorized or
hereafter created, or (b) of any securities whether non- convertible, or
convertible into or evidencing the right to purchase or acquire shares of any
class of the Corporation, whether now authorized or hereafter created and
whether in either case issued or sold for cash, property, services or
otherwise.

**ARTICLE SEVEN: Any action required or permitted to be taken by the holders
of any class of shares of the Corporation must be effected at a duly called
annual or special meeting of such holders and may not be effected by any
consent in writing by such holders.

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**ARTICLE EIGHT: No director of the Corporation shall be liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (b) for acts or
omissions not in good faith or that involve intentional misconduct of a knowing
violation of law, (c) under Section 8.65 of the BCA, as the same exists or
hereafter may be amended, or (d) for any transaction from which the director
derived an improper personal benefit.

**ARTICLE NINE, Paragraph 1: The Corporation shall indemnify, to the full
extent that it shall have power under applicable law to do so and in a manner
permitted by such law, any person made or 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 Corporation, or who is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against liabilities and expenses reasonably incurred or paid
by such person in connection with such action, suit or proceeding. The
Corporation may indemnify, to the full extent that it shall have power under
applicable law to do so and in a manner permitted by such law, any person made
or 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 Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
liabilities and expenses reasonably incurred or paid by such person in
connection with such action, suit or proceeding. The words "liabilities" and
"expenses" shall include, without limitation: liabilities, losses, damages,
judgments, fines, penalties, amounts paid in settlement, expenses, attorneys'
fees and costs. Expenses incurred in defending a civil, criminal,
administrative, investigative or other action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding in accordance with the provisions of Section 8.75 of the BCA.

The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled under any statute, by-law, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action in his
official capacity and as to action in any other capacity while holding such
office, and shall continue as to a person who has ceased to be such director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

Paragraph 2: The Corporation may purchase and maintain insurance on
behalf of any person referred to in the preceding paragraph against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article or otherwise.

Paragraph 3: For purposes of this Article, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent

AB-5
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of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.

Paragraph 4: The provisions of this Article shall be deemed to be a
contract between the Corporation and each director or officer who serves in any
such capacity at any time while this Article and the relevant provisions of the
BCA, or other applicable law, if any, are in effect, and any repeal or
modification of any such law or of this Article shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

Paragraph 5: For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner not opposed to the best interests of the Corporation.

**ARTICLE TEN: The number of directors of the Corporation shall be that
number set forth in the By-laws, as may be increased or decreased from time to
time; provided, however, that such number shall never be less than six (6).

Paragraph 1: The directors shall be divided into three classes, as
equal in number as possible, with respect to the times for which they shall
hold office. Directors of the first class first elected shall hold office for
one year or until the first annual election following their election, directors
of the second class first elected shall hold office for two years or until the
second annual election following their election, and directors of the third
class first elected shall hold office for three years or until the third annual
election following their election and in each case until their successors shall
be duly elected and shall qualify.

Paragraph 2: At each annual meeting of the shareholders following
such first election of the directors of all classes, the successors to the
class of directors whose terms shall expire at such meeting shall be elected to
hold office for a term of three years, so that in each year the term of office
of one class of directors shall expire.

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Paragraph 3: Directors need not be residents of Illinois or shareholders of
the Corporation.

**ARTICLE ELEVEN: The Corporation expressly elects to be governed by Section
7.85 of the BCA as may be amended from time to time.

**ARTICLE TWELVE: The Corporation expressly elects not to be governed by
Section 11.75 of the BCA.

**ARTICLE THIRTEEN: Notwithstanding any other provision of these Articles of
Incorporation or the By-laws of the Corporation (and not withstanding the fact
that a lessor percentage may be specified by law, these Articles of
Incorporation or the By-laws of the Corporation), the affirmative vote of the
holders of 85% or more of the voting power of the then-outstanding shares of
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with Articles Five, Six, Seven,
Eight, Nine, Ten, Eleven, Twelve and this Article Thirteen.

______________________________________
* Restated only
** Amended and Restated

AB-7
<PAGE> 350
EXHIBIT C
BY-LAWS

WINTRUST FINANCIAL CORPORATION
(AN ILLINOIS CORPORATION)

ARTICLE I

OFFICES

Wintrust Financial Corporation (the "corporation") shall
continuously maintain in the State of Illinois a registered office and a
registered agent whose office is identical with such registered office, and may
have other offices within or without the state.

ARTICLE II

SHAREHOLDERS

SECTION 2.1 ANNUAL MEETING. An annual meeting of the
shareholders shall be held on the fourth Thursday in May of each year, or such
other date as designated by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the directors shall not be elected at the annual meeting, or at
any adjournment thereof, the board of directors shall cause the election to be
held as soon thereafter as practicable.

SECTION 2.2 SPECIAL MEETINGS. Special meetings of
the shareholders may be called either by the chairman of the board of directors
or president for the purpose or purposes stated in the call of the meeting.

SECTION 2.3 PLACE OF MEETING. The board of directors
may designate any place as the place of meeting for any annual meeting or for
any special meeting called by the board of directors. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall
be at the office of the registered agent of the corporation in the State of
Illinois.

SECTION 2.4 NOTICE OF MEETINGS. Written notice
stating the place, date, and hour of the meeting, and in the case of a special
meeting, the purpose or purposes for which the meeting is called shall be
delivered not less than ten nor more than forty days before the date of the
meeting, or in the case of a merger or consolidation not less than twenty nor
more than forty days before the meeting, either personally or by mail, by or at
the direction of the president, or the secretary, or the officer or persons
calling the meeting. If mailed, such

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notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder's address as it appears on the records of
the corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

SECTION 2.5 NOTIFICATION OF SHAREHOLDER PROPOSED
BUSINESS. At an annual or special meeting of shareholders, only such business
shall be conducted as shall have been properly brought before the meeting. To
properly bring business before an annual or special meeting of shareholders,
written notice of such shareholder's intent to make such proposal or proposals,
including the nomination for election of director, must be given either by
personal delivery or by United States mail postage prepaid and received by the
Secretary of the corporation not later than the following dates: (i) with
respect to an annual meeting of shareholders, 60 days in advance of such
meeting if such meeting is to be held on a day which is within 30 days
preceding the anniversary date of the previous year's annual meeting or 90 days
in advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (ii) with respect to any
other annual or special meeting of shareholders, the close of business on the
tenth day following the date of public disclosure of the date of such meeting.
A shareholder's notice to the Secretary shall set forth as to each item of
business the shareholder proposes to bring before such meeting: (a) a brief
description of the business desired to be brought before the meeting, and in
this case of a nomination for election of director, such nominee's name and
qualifications, and the reasons for conducting the business at the meeting; (b)
the name and record address of the shareholder who proposes such business; (c)
the number of shares of stock of the Corporation beneficially owned by such
shareholder; and (d) a description of all arrangements or understandings
between the shareholder and any other person or persons (naming such person or
persons) pursuant to which the proposal or proposals are to be made by the
shareholder and any material interest of the shareholder in the business being
proposed. The chairman of the meeting may refuse to acknowledge the proposal
of any shareholder not made in compliance with this Section 2.5.

Notwithstanding anything in the by-laws to the contrary, no business
shall be brought before or conducted at an annual or special meeting by a
shareholder except in accordance with the procedures set forth in this Section
2.5; provided, however, that nothing in this Section 2.5 shall be deemed to
preclude discussion by any shareholder of any business properly brought before
a shareholder meeting.

SECTION 2.6 POSTPONEMENT AND ADJOURNMENT OF MEETINGS.
Prior to any annual or special meeting of shareholders being called to order,
the board of directors may postpone such previously scheduled annual or special
meeting of shareholders at any time whether or not a quorum is present without
further notice. The board of directors may adjourn any previously scheduled
annual or special meeting of shareholders at any time whether or not a quorum
is present without further notice.

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SECTION 2.7 FIXING OF RECORD DATE. For the purpose
of determining the shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or to receive payment of any
dividend, or other distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion or exchange of shares or for the
purpose of any other lawful action, the board of directors of the corporation
may fix in advance a record date which shall not be more than sixty days, and
for a meeting of shareholders, not less than ten days, or in the case of a
merger or consolidation not less than twenty days, before the date of such
meeting. If no record date is fixed, the record date for the determination of
shareholders shall be the date on which the notice of the meeting is mailed,
and the record date for the determination of shareholders for any other purpose
shall be the date on which the board of directors adopts the resolution
relating thereto. A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of
the meeting.

SECTION 2.8 VOTING LISTS. The officer or agent
having charge of the transfer books for shares of the corporation shall make,
at least ten days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of the
shareholder, which list, for a period of ten days prior to such meeting, shall
be kept on file at the registered office of the corporation and shall be open
to inspection by any shareholder for any purpose germane to the meeting, at any
time during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and may be inspected by any
shareholder during the whole time of the meeting. The original share ledger or
transfer books, or a duplicate thereof kept in this State, shall be prima facie
evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of shareholders.

SECTION 2.9 QUORUM. The holders of a majority of the
outstanding common shares of the corporation, present in person or represented
by proxy, shall constitute a quorum at any meeting of shareholders; provided
that if less than a majority of the outstanding shares are represented at said
meeting, a majority of the shares so represented may adjourn the meeting at any
time without further notice. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by The Business Corporation Act of the State of Illinois (the "BCA"),
the articles of incorporation or these by-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the original meeting. Withdrawal of shareholders from
any meeting shall not cause failure of a duly constituted quorum at that
meeting.

SECTION 2.10 PROXIES. Each shareholder entitled to
vote at a meeting of shareholders or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
shareholder by proxy executed in writing by such shareholder or his or her duly
authorized attorney-in-fact, but no such proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.

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SECTION 2.11 VOTING OF SHARES. Each outstanding
common share shall be entitled to one vote upon each matter submitted to vote
at a meeting of shareholders. Any preferred stock shall have such rights,
voting or otherwise, as shall be determined by the board of directors and as
set forth in a certificate of designation filed with the Illinois Secretary of
State.

SECTION 2.12 VOTING OF SHARES BY CERTAIN HOLDERS.
Shares standing in the name of another corporation, domestic or foreign, may be
voted by such officer, agent, or proxy as the by-laws of such corporation may
prescribe, or, in the absence of such provision, as the board of directors of
such corporation may determine.

Shares standing in the name of a deceased person, a minor ward
or an incompetent person, may be voted by the administrator, executor, court
appointed guardian, or conservator of such person or such person's estate,
either in person or by proxy without a transfer of such shares into the name of
such administrator, executor, court appointed guardian, or conservator. Shares
standing in the name of a trustee may be voted by the trustee, either in person
or by proxy.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if
authority so to do be contained in the appropriate order of the court by which
such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

Any number of shareholders may create a voting trust for the
purpose of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten years by entering into a
written voting trust agreement specifying the terms and conditions of the
voting trust, and by transferring their shares to such trustee or trustees for
the purpose of the agreement. Any such trust agreement shall not become
effective until a counterpart of the agreement is deposited with the
corporation at its registered office. The counterpart of the voting trust
agreement so deposited with the corporation shall be subject to the same right
of examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, and shall be subject
to examination by any holder of a beneficial interest in the voting trust,
either in person or by agent or attorney, at any reasonable time for any proper
purpose.

Shares of its own stock belonging to this corporation shall
not be voted, directly or indirectly, at any meeting and shall not be counted
in determining the total number of outstanding shares at any given time, but
shares of its own stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.

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SECTION 2.13 ELIMINATION OF CUMULATIVE VOTING RIGHTS.
The holders of all shares of stock having a right to vote in this corporation
shall not be entitled to cumulative voting rights in the election of directors
of this corporation, or for any other reason or purpose whatsoever.

SECTION 2.14 INSPECTORS. At any meeting of
shareholders, the presiding officer may, or upon the request of any shareholder
shall, appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of
shares represented at the meeting, based upon their determination of the
validity and effect of proxies; count all votes and report the results; and do
such other acts as are proper to conduct the election and voting with
impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by
the inspector or by a majority of them if there be more than one inspector
acting at such meeting. If there is more than one inspector, the report of a
majority shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the results
of the voting shall be prima facie evidence thereof.

SECTION 2.15 ACTION BY SHAREHOLDERS. Any action
required or permitted to be taken at a meeting of the shareholders must be
effected at a duly called annual or special meeting and may not be effected by
any consent in writing by such holders.

SECTION 2.16 VOTING BY BALLOT. Voting on any question
or in any election may be by voice unless the presiding officer shall order or
any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 3.1 GENERAL POWERS. The business of the
corporation shall be managed by its board of directors.

SECTION 3.2 NUMBER, TENURE AND QUALIFICATIONS. The
number of directors of the corporation shall be twenty-one (21). The number of
directors may be increased or decreased (provided, however, that such number
shall never be less than six (6)) from time to time by the amendment of this
section by a resolution adopted by the majority of members of the board of
directors as provided in this Section 3.2; but no decrease shall have the
effect of shortening the term of any incumbent director.

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The directors shall be divided into three classes, as equal in
number as possible, with respect to the times for which they shall hold office.
Directors of the first class shall hold office for one year or until the first
annual election following their election, directors of the second class shall
hold office for two years or until the second annual election following their
election, and directors of the third class shall hold office for three years or
until the third annual election following their election and in each case until
their successors shall be duly elected and shall qualify.

At each annual meeting of the shareholders following such
first election of the directors of all classes, the successors to the class of
directors whose terms shall expire at such meeting shall be elected to hold
office for a term of three years, so that in each year the term of office of
one class of directors shall expire.

Directors need not be residents of Illinois or shareholders of
the corporation.

Advance notice of shareholder nominations for the election of
directors and of business to be brought by shareholders before any meeting of
the shareholders of the corporation shall be given in the manner provided in
these by-laws.

SECTION 3.3 REGULAR MEETINGS. A regular meeting of
the board of directors shall be held without other notice than this by-law,
either immediately before or after the annual meeting of shareholders, or at
such time as may be determined by the board of directors. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.

SECTION 3.4 SPECIAL MEETINGS. Special meetings of
the board of directors may be called by or at the request of the chairman of
the board of directors, president or a majority of the then acting board of
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

SECTION 3.5 NOTICE. Notice of any special meeting
shall be given at least two (2) days previous thereto by written notice to each
director at his or her business address. If mailed, notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegram company.
The attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

SECTION 3.6 QUORUM. A majority of the number of
directors fixed by these by-laws shall constitute a quorum for the transaction
of business at any meeting of the

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board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.

SECTION 3.7 MANNER OF ACTING. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless the act of a greater number
is required by statute, these by-laws, or the articles of incorporation.

SECTION 3.8 VACANCIES. Any vacancy occurring in the
board of directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and any directorship
resulting from any increase in the authorized number of directors or otherwise
may be filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of shareholders at which the term of office of
the class to which they have been elected.

SECTION 3.9 ACTION WITHOUT A MEETING. Unless
specifically prohibited by the articles of incorporation or by-laws, any action
required to be taken at a meeting of the board of directors, or any other
action which may be taken at a meeting of the board of directors, or of any
committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all the directors
entitled to vote with respect to the subject matter thereof, or by all the
members of such committee, as the case may be. Any such consent signed by all
the directors or all the members of the committee shall have the same effect
as a unanimous vote, and may be stated as such in any document filed with the
Secretary of State or with anyone else.

SECTION 3.10 COMPENSATION. The board of directors, by
the affirmative vote of a majority of directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the corporation as directors, officers, or otherwise. By resolution of the
board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and of committees thereof.
No such payment previously mentioned in this section shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

SECTION 3.11 COMMITTEES. The board of directors, by
resolution, may create one or more committees and appoint members of the board
of directors to serve on the committee or committees. Each committee shall
have two or more members, who shall serve at the pleasure of the board of
directors. Unless the appointment by the board of directors requires a greater
number, a majority of any committee shall constitute a quorum and a majority of
a quorum is necessary for committee action. A committee may act by unanimous
consent in writing without a meeting and, subject to the provisions of these
by-laws or action by the board of directors, the committee by majority vote of
its members shall determine the time and place of meetings and the notice
required therefor. To the extent specified by the board of directors,

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each committee may exercise all the authority of the board of directors in the
management of the corporation as permitted by the BCA. Each committee shall
keep regular minutes of its proceedings and report the same to the board of
directors.

ARTICLE IV

OFFICERS

SECTION 4.1 NUMBER. The officers of the corporation
shall be the chairman of the board of directors, the president, one or more
executive vice-presidents, senior vice-presidents and vice-presidents (the
number thereof to be determined by the board of directors), a treasurer, a
secretary, and such assistant treasurers, assistant secretaries or other
officers as may be elected by the board of directors. Any two or more offices
may be held by the same person, except the offices of president and secretary;
provided, however, that in cases where all of the shares of the corporation are
owned of record by one shareholder and these by-laws provide that the number
of directors shall be one, the offices of president and secretary may be held
by the same person.

SECTION 4.2 ELECTION AND TERM OF OFFICE. The
officers of the corporation shall be elected annually by the board of directors
at the first meeting of the board of directors held after each annual meeting
of shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be convenient.
Vacancies may be filled or new offices created and filled at any meeting of the
board of directors. Each officer shall hold office until a successor shall
have been duly elected and shall have qualified or until the death,
resignation, or removal (in the manner hereinafter provided) of such officer.
Election of an officer shall not of itself create contract rights.

SECTION 4.3 REMOVAL. Any officer elected or
appointed by the board of directors may be removed by the board of directors
whenever in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

SECTION 4.4 CHAIRMAN OF THE BOARD. The chairman of
the board shall be elected by and from the membership of the board of
directors. He shall be the chief executive officer of the corporation.
Subject to the control of the board of directors, the chairman of the board
shall, in general, supervise and manage the business and affairs of the
corporation and he shall see that the resolutions and directions of the board
of directors are carried into effect. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation, or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, or where otherwise required by law, the
chairman of the board may execute for the corporation any contracts, deeds,
mortgages, bonds or other instruments which the board of directors has
authorized to be executed or the execution of which is in the ordinary course
of the corporation's business, and he may

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accomplish such execution either under or without the seal of the corporation
and either individually or with the secretary, any assistant secretary, or any
other officer thereunto authorized by the board of directors or these by-laws.
The chairman of the board shall preside at all meetings of the shareholders and
of the board of directors (and of any executive committee thereof), and shall
perform such other duties as from time to time shall be prescribed by the board
of directors.

SECTION 4.5 PRESIDENT. The president shall be the
chief operating officer of the corporation. In the absence of the chairman of
the board or in the event of his inability to act or while such office is
vacant, the president shall perform the duties of the chairman of the board and
when so acting shall have all of the powers and authority of, and shall be
subject to all of the restrictions upon, the chairman of the board. Except in
those instances in which the authority to execute is expressly delegated to
another officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws or were
otherwise required by law, he may execute for the corporation any contracts,
deeds, mortgages, bonds or other instruments which the board of directors has
authorized to be executed or the execution of which is in the ordinary course
of the corporation's business, and he may accomplish such execution either
under or without the seal of the corporation and either individually or with
the secretary, any assistant secretary, or any other officer thereunto
authorized by the board of directors or these by-laws. In general, he shall
perform such other duties as from time to time may be prescribed by the
chairman of the board or the board of directors.

SECTION 4.6 THE VICE-PRESIDENTS. The executive
vice-president, senior vice-president, or vice-president (or in the event there
be more than one executive vice-president, senior vice-president or
vice-president, each of the executive vice-presidents, senior vice-presidents
or vice-presidents (collectively the "vice-presidents")) shall assist the
president in the discharge of the president's duties as the president may
direct and shall perform such other duties as from time to time may be assigned
by the chairman of the board, the president or by the board of directors. In
the president's absence, inability or refusal to act, the executive
vice-president, senior vice- president or vice-president (or in the event there
be more than one executive vice-president, senior vice-president or
vice-president, each of the executive vice-presidents, senior vice-presidents
or vice-presidents in the order designated by the board of directors, or by the
president if the board of directors has not made such a designation, or in the
absence of any designation, then in the order of seniority of tenure of the
executive vice-president, the senior vice-president or vice-president) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. Except in
those instances in which the authority to execute is expressly delegated to
another officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, the
vice-presidents (or each of them if there is more than one) may execute for the
corporation certificates for its shares and any contracts, deeds, mortgages,
bonds or other instruments which the board of directors has authorized to be
executed, and may further accomplish such execution either under or without the
seal of the corporation and either individually or with the secretary, any
assistant secretary, or any other

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officer thereunto authorized by the board of directors according to the
requirements of the form of the instrument.

SECTION 4.7 THE TREASURER AND CHIEF FINANCIAL
OFFICER. The treasurer shall be the principal accounting and chief financial
officer of the corporation. The treasurer shall: (a) have charge of and be
responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
chief financial officer and such other duties as from time to time may be
assigned by the chairman of the board, the president or by the board of
directors. If required by the board of directors, the treasurer shall give a
bond for the faithful discharge of all duties in such sum and with such surety
or sureties as the board of directors may determine.

SECTION 4.8 THE SECRETARY. The secretary shall: (a)
record the minutes of the shareholders' and of the board of directors' meetings
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these by-laws or as required by
law; (c) be custodian of the corporate records and of the seal of the
corporation; (d) keep a register of the post-office address of each shareholder
which shall be furnished to the secretary by such shareholder; (e) sign with
the president, or a vice-president, or any other officer thereunto authorized
by the board of directors, certificates for shares of the corporation, the
issue of which shall have been authorized by the board of directors, and any
contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized to be executed, according to the requirements of the
form of the instrument, except when a different mode of execution is expressly
prescribed by the board of directors or these by-laws; (f) have general charge
of the stock transfer books of the corporation; and (g) perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned by the chairman of the board, the president or by the board of
directors.

SECTION 4.9 ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES. The assistant treasurers and assistant secretaries shall perform
such duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the chairman of the board, the president or the board of
directors. The assistant secretaries may sign with the chairman of the board,
the president, or a vice-president, or any other officer thereunto authorized
by the board of directors, certificates or shares of the corporation, the issue
of which shall have been authorized by the board of directors, and any
contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized to be executed, according to the requirements of the
form of the instrument except when a different mode of execution is expressly
prescribed by the board of directors or these by-laws. The assistant
treasurers shall respectively, if required by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine.

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SECTION 4.10 SALARIES. The salaries of the officers
shall be fixed from time to time by the board of directors and no officer shall
be prevented from receiving such salary by reason of the fact that such officer
is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS DEPOSITS

SECTION 5.1 CONTRACTS. The board of directors may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

SECTION 5.2 LOANS. No loans shall be contracted on
behalf of the corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the board of directors. Such
authority may be general or confined to specific instances.

SECTION 5.3 CHECKS, DRAFTS, ETC. All checks, drafts
or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the board of directors.

SECTION 5.4 DEPOSITS. All funds of the corporation
not otherwise employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies or other depositories as the
board of directors may select.

ARTICLE VI

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

SECTION 6.1 GENERALLY. The corporation shall have
power to indemnify any persons who were or are parties or are threatened to be
made parties 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 the corporation) by reason of the fact
that they are or were directors, officers, employees or agents of the
corporation, or are or were serving at the request of the corporation as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with such action, suit or proceeding
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the cor-

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poration, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. The corporation shall
have the power to indemnify any persons who were or are parties or are
threatened to be made parties 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 the corporation) by reason of the
fact that they are or were directors, officers, employees or agents of any
subsidiary corporation or corporations (individually the "subsidiary" and
collectively the "subsidiaries") against expenses, (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with such action, suit or proceeding if they
acted in good faith and in a manner that they reasonably believed to be in or
not opposed to the best interests of the corporation and/or the respective
subsidiary or subsidiaries, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the persons did not act in good faith or in a
manner which they reasonably believed to be in or not opposed to the best
interests of the corporation, a subsidiary or the subsidiaries, as the case may
be, and with respect to any criminal action or proceeding, had reasonable cause
to believe that their conduct was unlawful.

SECTION 6.2 DERIVATIVE ACTIONS. The corporation
shall have power to indemnify any persons who were or are parties or are
threatened to be made parties to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that they are or were directors, officers, employees or
agents of the corporation, or are or were serving at the request of the
corporation as directors, officers, employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of such action or suit if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such persons
shall have been adjudged to be liable for negligence or misconduct in the
performance of their duty to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that despite the adjudication of liability but in view of all the
circumstances of the case, such persons are fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. The corporation
shall have the power to indemnify any person or persons who were or are parties
or are threatened to be made parties to any threatened, pending or completed
action or suit by or in the or right of any of the subsidiaries to procure a
judgment in its favor by reason of the fact that such persons are or were
directors, officers, employees or agents of any one or more of the
subsidiaries, or are or were serving at the request of the corporation as
directors, officer, employees or agents of such subsidiary or subsidiaries,
against expenses (including attorneys' fees), actually and reasonably incurred
by them in connection with the defense or settlement of such action or suit if
they acted in good faith and in a matter they reasonably believe to be in or
not opposed to the best interests of the subsidiary or subsidiaries, as the
case may be, except that no indemnification shall be made with respect to any
claim, issue or matter

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as to which such persons shall have been adjudged to be liable for negligence
or misconduct in the performance of their duty to the subsidiary or
subsidiaries, as the case may be, unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all of the circumstances
of the case, such persons are fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.

SECTION 6.3 MANDATORY INDEMNIFICATION. To the extent
that a director, officer, employee or agent of a corporation, or any subsidiary
or subsidiaries, as the case may be, has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
6.1 and 6.2, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

SECTION 6.4 FIDUCIARY DUTY. A director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(c) under Section 8.65 of the BCA, as the same exists or hereafter may be
amended, or (d) for any transaction from which the director derived an improper
personal benefit.

SECTION 6.5 AUTHORIZATION. Any indemnification under
Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standards of conduct set
forth in Sections 6.1 and 6.2. Such determination shall be made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.

SECTION 6.6 EXPENSES. Expenses incurred in defending
a civil or criminal action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding, as
authorized by the board of directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount, unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this Section.

SECTION 6.7 NONEXCLUSIVE. The indemnification
provided by this article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer,

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employee, or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. The corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by him or her in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of this article.

ARTICLE VII

CERTIFICATES FOR SHARES
AND THEIR TRANSFER

SECTION 7.1 CERTIFICATES FOR SHARES. Certificates
representing shares of the corporation shall be signed by the chairman of the
board of directors, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
and may be sealed with the seal, or a facsimile of seal, of the corporation.
If a certificate is countersigned by a transfer agent or a registrar, other
than the corporation itself or its employee, any other signatures or
countersignature on the certificate may be facsimile.

If the corporation is authorized and does issue shares of more
than one class, every certificate representing shares issued by the corporation
shall set forth on the face or back of the certificate a full summary or
statement of all of the designations, preferences, qualifications, limitations,
restrictions, and special or relative rights of the shares of each class
authorized to be issued. If the corporation is authorized to issue any
preferred or special class in series, every certificate representing such
shares issued by the corporation shall set forth on the face or back of the
certificate a full summary or statement of all of the variations in the
relative rights and preferences between the shares of each such series so far
as the same have been fixed and determined and the authority of the board of
directors to fix and determine the relative rights and preferences of
subsequent series. Such statement may be omitted from the certificate if it
shall be set forth upon the face or back of the certificate that such
statement, in full, will be furnished by the corporation to any shareholder
upon request and without charge.

Each certificate representing shares shall also state that the
corporation is organized under the laws of the State of Illinois; the name of
the person to whom issued; the number and class of shares and the designation
of the series, if any, which such certificate represents; the par value of each
share represented by such certificate, or a statement that such shares are
without par value. Each certificate representing shares shall be consecutively
numbered or otherwise identified.

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The name and address of each shareholder, the number and class
of shares held and the date on which the certificates for shares were issued
shall be entered on the books of the corporation. The person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation. No certificate shall be issued
for any share until such share is fully paid.

SECTION 7.2 LOST CERTIFICATES. If a certificate
representing shares of the corporation is alleged to have been lost, stolen or
destroyed, the board of directors may in its discretion, except as may be
required by law, direct that a new certificate be issued. In connection with
the issuance of any such new certificate, the may require the owner of the
lost, stolen or destroyed certificate or his or her legal representative to
provide such indemnification, and may impose such other reasonable
requirements, as the shall deem necessary or desirable.

SECTION 7.3 TRANSFERS OF SHARES. Upon surrender to
the corporation or the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate shall be
cancelled and the transaction recorded upon the books of the corporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the corporation shall begin on January 1
and end on December 31 of each year.

ARTICLE IX

DIVIDENDS

The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding and treasury shares in such
manner and upon such terms and conditions as provided by law and the articles
of incorporation.

ARTICLE X

SEAL

The corporate seal, if any, shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Illinois." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any manner reproduced.

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ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given under these
by-laws or under the provisions of the articles of incorporation or under the
provisions of the BCA, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

AMENDMENTS

The power to make, alter, amend, or repeal the by-laws of the
corporation shall be vested in the board of directors. The By- Laws shall be
amended, from time to time, exclusively by a resolution adopted by a majority
of the board of directors. The by-laws may contain any provisions for the
regulation and management of the affairs of the corporation not inconsistent
with law or the articles of incorporation.

ARTICLE XIII

REPAYMENT OF DISALLOWED REIMBURSEMENTS
OR EXCESS COMPENSATION

Any payments made to a director, officer or employee of the
corporation, including but not limited to, salary, commission, bonus, interest,
rent, travel, or entertainment expense incurred by such director, officer or
employee, which shall be disallowed in whole or in part as a deductible expense
by the Internal Revenue Service, shall be reimbursed by such person to the
corporation to the full extent of such disallowance.

It shall be the duty of the board of directors to enforce
payment of all such amounts disallowed. In lieu of payment by such person,
subject to the determination of the board of directors, proportional amounts
may be withheld from the future compensation payments of such person until the
amount owed to the corporation has been recovered.

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EXHIBIT D

FORM OF AFFILIATE REPRESENTATIONS AND COVENANTS

In connection with the above transactions, I represent and warrant to
the Resulting Corporation and agree that:

A. I will not make any sale, transfer or other disposition of the
shares of the Resulting Corporation ("Resulting Corporation Stock") in
violation of the Securities Act of 1933, as amended ("Act"), or the rules and
regulations thereunder (the "Rules and Regulations").

B. I have no present plan or intent to dispose of the Resulting
Corporation Stock acquired by me pursuant to the Reorganization and I have not
formulated prior to the date hereof any such plan or intent to dispose of the
Resulting Corporation Stock.

C. I have been advised that the offering, sale and delivery of
the shares of the Resulting Corporation Stock to me pursuant to the
Reorganization will be registered under the Act on a Registration Statement on
Form S-4. I have also been advised, however, that, since I may be deemed to
have been an Affiliate of a Constituent Corporation at the time the Agreement
was submitted for a vote of the shareholders of such Constituent Corporation,
the shares of Resulting Corporation Stock acquired by me pursuant to the
Reorganization must be held by me indefinitely unless (i) such shares of
Resulting Corporation Stock have been registered for distribution under the
Act, (ii) a sale of the shares of Resulting Corporation Stock is made in
conformity with the volume and other limitations of Rule 145, or (iii) in the
opinion of counsel acceptable to Resulting Corporation, some other exemption
from registration under the Act is available with respect to any such proposed
sale, transfer or other disposition.

D. I have carefully read this letter agreement and the Agreement
and have discussed their requirements and other applicable limitations upon my
ability to sell, transfer or otherwise dispose of the shares of Resulting
Corporation Stock, to the extent I felt necessary, with my counsel or with
Vedder, Price, Kaufman & Kammholz.

E. I understand that the Resulting Corporation is under no
obligation to register the sale, transfer or other disposition of the shares of
Resulting Corporation Stock for sale, transfer or other disposition by me or to
take any other action necessary for the purpose of making an exemption from
registration available.

F. I understand that stop transfer instructions will be given to
Resulting Corporation's transfer agent(s) and/or registrar(s) and that there
will be placed on the certificates representing the shares of Resulting
Corporation Stock I receive in the Reorganization, or any substitutions
therefor, a legend stating in substance:

"The securities represented by this certificate were issued in
a transaction (the reorganization of Resulting Corporation) to
which

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Rule 145 promulgated under the Securities Act of 1933, as
amended (the "Act"), applies and may be sold or otherwise
transferred only in compliance with the limitations of such
Rule 145, upon receipt by Resulting Corporation of an opinion
of counsel acceptable to it that some other exemption from
registration under the Act is available, or pursuant to a
registration statement under the Act. The securities
represented by this certificate may not be sold or otherwise
transferred prior to the publication by Resulting Corporation
of an earnings statement covering at least 30 days of
operations subsequent to [insert effective date of the
Reorganization]."

G. I hereby agree that, for a period of two (2) years following
the effective date of the Reorganization, I will obtain an agreement similar to
this agreement from each transferee of the shares of Resulting Corporation
Stock sold or otherwise transferred by me, but only if such transfer is
effected other than in a transaction involving a registered public offering or
as a sale pursuant to Rule 145.

H. Notwithstanding the other provisions hereof, I agree not to
sell, pledge, transfer, or otherwise dispose of the shares of Resulting
Corporation Stock, or reduce my risk relative to the Resulting Corporation
Stock in any other way, from the date hereof until such time as financial
results covering at least 30 days of combined operations of the parties to the
Reorganization have been published within the meaning of Section 201.01 of the
Securities and Exchange Commission's Codification of Financial Reporting
Policies (SEC "pooling" requirement). I have not reduced my risk relative to
the Resulting Corporation Stock to date.

It is understood and agreed that this letter agreement will terminate
and be of no further force and effect and the legend set forth in Paragraph F
above will be removed by delivery of substitute certificates without such
legend, and the related transfer restrictions shall be lifted forthwith, if the
period of time specified in Paragraph H of this letter agreement has passed and
(i) my shares of Resulting Corporation Stock shall have been registered under
the Act for sale, transfer or other disposition by me or on my behalf, (ii) I
am not at the time an Affiliate of Resulting Corporation and have held the
shares of Resulting Corporation Stock for at least two (2) years (or such other
period as may be prescribed by the Act and the Rules and Regulations) and
Resulting Corporation has filed with the Securities and Exchange Commission
(the "Commission") all of the reports it is required to file under the
Securities Exchange Act of 1934, as amended, during the preceding twelve (12)
months, (iii) I am not and have not been for at least three (3) months an
Affiliate of Resulting Corporation and I have held the shares of Resulting
Corporation Stock for at least three (3) years, or (iv) Resulting Corporation
shall have received a letter from the staff of the Commission, or an opinion of
counsel acceptable to Resulting Corporation, to the effect that the stock
transfer restrictions and the legend are no longer required.

*In the event this undertaking covers shares held jointly or held individually
by related parties who will sign this together, each joint or related party
shall sign.

AD-2
<PAGE> 368

APPENDIX B

July 18, 1996

Board of Directors
North Shore Community Bancorp, Inc.
1145 Wilmette Avenue
Wilmette, Illinois 60091

Members of the Board:

You have requested our opinion as to the fairness, from a financial
point of view, of the exchange ratio for shareholders of North Shore Community
Bancorp, Inc. ("North Shore") with respect to the proposed reorganization (the
"Reorganization") of North Shore, Lake Forest Bancorp, Inc., Hinsdale Bancorp,
Inc., Libertyville Bancorp, Inc. and Crabtree Capital Corporation (collectively
referred to herein as the "Companies"), pursuant to the Amended and Restated
Agreement and Plan of Reorganization dated as of May 28, 1996, by and among the
Companies, Lake Forest Bancorp II, Hinsdale Bancorp II, Libertyville Bancorp
II, and Crabtree Capital Corporation II (the "Reorganization Agreement").

Pursuant to the Reorganization Agreement, each issued and outstanding
share of North Shore Common Stock, without par value, shall be converted into
the right to receive 5.16180 shares of Wintrust Financial Corporation Common
Stock, without par value, ("Wintrust Common Stock") (the "Exchange Ratio").
All issued and outstanding rights and options to purchase shares of North Shore
Common Stock will remain issued and outstanding and all issued and outstanding
warrants at the Effective Date will be exchanged for a combination of Wintrust
Common Stock and Wintrust Warrants on a basis reflective of and consistent with
the Exchange Ratio. The terms of the Reorganization are more fully set forth
in the Reorganization Agreement.

In arriving at the opinion set forth below, we have, among other
things:

1. Reviewed each of the Companies' audited financial statements
and related financial information for the two fiscal years ended December 31,
1995 (where available), unaudited financial information for the three months
ended March 31, 1996, as well as other internally generated reports relating to
asset/liability management, asset quality, and so forth;

2. Reviewed and analyzed certain other information bearing upon
the financial and operating condition of each of the Companies, and materials
prepared by management in connection with the proposed transaction;

3. Conducted discussions with members of the senior management of
each of the Companies concerning the financial condition, businesses, assets,
earnings, and prospects of each, and such senior management's views as to the
future financial performance of each;

4. Reviewed certain financial forecasts and projections of each
of Companies as prepared by the management of each;

5. Reviewed the offering documents for each of the Companies
(where applicable) used in connection with the capitalization of each;

6. Reviewed the recent stock prices and historical trading
activity for the shares of Common Stock each of the Companies;

7. Reviewed the Reorganization Agreement and all of the related
agreements; and
<PAGE> 369
Board of Directors
North Shore Community Bancorp, Inc.
July 18, 1996
Page 2

8. Reviewed such other financial studies and analyses and
performed such other investigations and took into account such other matters as
we deemed necessary for purposes of rendering this opinion.

We have assumed and relied, without independent verification, upon the
accuracy and completeness of all of the financial and other information
reviewed by us for the purposes of this opinion. We have also assumed and
relied upon the senior management of each of the Companies as to the
reasonableness and achievability of the financial and operating forecasts (and
the assumptions and bases therefor) provided to us. In that regard, we have
assumed with your permission that such forecasts reflect the best currently
available estimates and judgment of such management and that such forecasts
will be realized in the amounts and in the time periods currently estimated by
the management of each of the Companies. We are not experts in the evaluation
of allowances for loan losses, and we have not made an independent evaluation
of the adequacy of the allowance for loan losses of each of the Companies, nor
have we reviewed any individual loan credit files and we have assumed that the
aggregate allowance for loan losses are adequate to cover such losses. In
addition, we have not made an independent evaluation or appraisal of the assets
and liabilities of each of the Companies nor any of their subsidiaries, nor
were we furnished with any such evaluation or appraisal. Our opinion is
necessarily based on economic, market, and other conditions as in effect on,
and the information made available to us as of, the date hereof.

Howe Barnes Investments, Inc., as part of its investment banking
business, is regularly engaged in the valuation of banks and bank holding
companies, thrifts and thrift holding companies, and various other financial
services companies, in connection with mergers and acquisitions, initial and
secondary offerings of securities, and valuations for other purposes. In
rendering this fairness opinion we have acted on behalf of the Board of
Directors of North Shore, and, with their consent, also acted in the same
capacity for the other Companies, and will receive a fee for our services from
each.

Our opinion as expressed herein is limited to the fairness, from a
financial point of view, of the Exchange Ratio to the holders of North Shore
Common Stock and does not address North Shore's underlying business decision to
proceed with the Reorganization. We have been retained on behalf of the Board
of Directors of North Shore, and our opinion does not constitute a
recommendation to any holder of North Shore Common Stock as to how such holder
should vote with respect to the Reorganization Agreement at any meeting of
holders of North Shore Common Stock.

Based on the foregoing and our experience as investment bankers, we
are of the opinion that, as of the date hereof, the Exchange Ratio proposed for
the shareholders of North Shore as described in the Reorganization Agreement,
is fair from a financial point of view.

Sincerely,

HOWE BARNES INVESTMENTS, INC.

By MICHAEL E. SAMMON
----------------------------
Michael E. Sammon
Senior Vice President
<PAGE> 370

July 18, 1996

Board of Directors
Lake Forest Bancorp, Inc.
727 N. Bank Lane
Lake Forest, Illinois 60045

Members of the Board:

You have requested our opinion as to the fairness, from a financial
point of view, of the exchange ratio for shareholders of Lake Forest Bancorp,
Inc. ("Lake Forest") with respect to the proposed reorganization (the
"Reorganization") of North Shore Community Bancorp, Inc., Lake Forest, Hinsdale
Bancorp, Inc., Libertyville Bancorp, Inc. and Crabtree Capital Corporation
(collectively referred to herein as the "Companies"), pursuant to the Amended
and Restated Agreement and Plan of Reorganization dated as of May 28, 1996, by
and among the Companies, Lake Forest Bancorp II, Hinsdale Bancorp II,
Libertyville Bancorp II, and Crabtree Capital Corporation II (the
"Reorganization Agreement").

Pursuant to the Reorganization Agreement, each issued and outstanding
share of Lake Forest Common Stock, without par value, shall be converted into
the right to receive 9.67334 shares of Common Stock, without par value, of
Wintrust Financial Corporation ("Wintrust Common Stock") (the "Exchange
Ratio"). All issued and outstanding rights and options to purchase shares of
Lake Forest Common Stock will automatically convert to rights and options to
purchase shares of Wintrust Common Stock at a fixed conversion ratio equal to
the Exchange Ratio established for Lake Forest Common Stock. The terms of the
Reorganization are more fully set forth in the Reorganization Agreement.

In arriving at the opinion set forth below, we have, among other
things:

4. Reviewed certain financial forecasts and projections of each
of the Companies as prepared by the management of each;

5. Reviewed the offering documents for each of the Companies
(where applicable) used in connection with the capitalization of each;

6. Reviewed the recent stock prices and historical trading
activity for the shares of Common Stock of each of the Companies;

7. Reviewed the Reorganization Agreement and all of the related
agreements; and
<PAGE> 371
Board of Directors
Lake Forest Bancorp, Inc.
July 18, 1996
Page 2

8. Reviewed such other financial studies and analyses and
performed such other investigations and took into account such other matters as
we deemed necessary for purposes of rendering this opinion.

Howe Barnes Investments, Inc., as part of its investment banking
business, is regularly engaged in the valuation of banks and bank holding
companies, thrifts and thrift holding companies, and various other financial
services companies, in connection with mergers and acquisitions, initial and
secondary offerings of securities, and valuations for other purposes. In
rendering this fairness opinion we have acted on behalf of the Board of
Directors of Lake Forest, and, with their consent, also acted in the same
capacity for the other Companies, and will receive a fee for our services from
each.

Our opinion as expressed herein is limited to the fairness, from a
financial point of view, of the Exchange Ratio to the holders of Lake Forest
Common Stock and does not address Lake Forest's underlying business decision to
proceed with the Reorganization. We have been retained on behalf of the Board
of Directors of Lake Forest, and our opinion does not constitute a
recommendation to any holder of Lake Forest Common Stock as to how such holder
should vote with respect to the Reorganization Agreement at any meeting of
holders of Lake Forest Common Stock.

Based on the foregoing and our experience as investment bankers, we
are of the opinion that, as of the date hereof, the Exchange Ratio proposed for
the shareholders of Lake Forest as described in the Reorganization Agreement,
is fair from a financial point of view.

Sincerely,

HOWE BARNES INVESTMENTS, INC.

By MICHAEL E. SAMMON
-----------------------------
Michael E. Sammon
Senior Vice President
<PAGE> 372

July 18, 1996

Board of Directors
Hinsdale Bancorp, Inc.
25 East First Street
Hinsdale, Illinois 60521

Members of the Board:

You have requested our opinion as to the fairness, from a financial
point of view, of the exchange ratio for shareholders of Hinsdale Bancorp, Inc.
("Hinsdale") with respect to the proposed reorganization (the "Reorganization")
of North Shore Bancorp, Inc., Lake Forest Bancorp, Inc., Hinsdale, Libertyville
Bancorp, Inc. and Crabtree Capital Corporation (collectively referred to herein
as the "Companies"), pursuant to the Amended and Restated Agreement and Plan of
Reorganization dated as of May 28, 1996, by and among the Companies, Lake
Forest Bancorp II, Hinsdale Bancorp II, Libertyville Bancorp II, and Crabtree
Capital Corporation II (the "Reorganization Agreement").

Pursuant to the Reorganization Agreement, each issued and outstanding
share of Hinsdale Common Stock, without par value, shall be converted into the
right to receive 6.03398 shares of Common Stock, without par value, of Wintrust
Financial Corporation ("Wintrust Common Stock") (the "Exchange Ratio"). All
issued and outstanding rights and options to purchase shares of Hinsdale Common
Stock will automatically convert to rights and options to purchase shares of
Wintrust Common Stock at a fixed conversion ratio equal to the Exchange Ratio
established for Hinsdale Common Stock. All issued and outstanding warrants to
purchase shares of Hinsdale Common Stock at the Effective Date will be
exchanged for a combination of Wintrust Common Stock and Wintrust Warrants on a
basis reflective of and consistent with the Exchange Ratio. The terms of the
Reorganization are more fully set forth in the Reorganization Agreement.

In arriving at the opinion set forth below, we have, among other
things:

4. Reviewed certain financial forecasts and projections of each
of the Companies as prepared by the management of each;

5. Reviewed the offering documents for each of the Companies
(where applicable) used in connection with the capitalization of each;

6. Reviewed the recent stock prices and historical trading
activity for the shares of Common Stock of each of the Companies;
<PAGE> 373
Board of Directors
Hinsdale Bancorp, Inc.
July 18, 1996
Page 2

7. Reviewed the Reorganization Agreement and all of the related
agreements; and

8. Reviewed such other financial studies and analyses and
performed such other investigations and took into account such other matters as
we deemed necessary for purposes of rendering this opinion.

We have assumed and relied, without independent verification, upon the
accuracy and completeness of all of the financial and other information
reviewed by us for the purposes of this opinion. We have also assumed and
relied upon the senior management of each of the Companies as to the
reasonableness and achievability of the financial and operating forecasts (and
the assumptions and bases therefor) provided to us. In that regard, we have
assumed with your permission that such forecasts reflect the best currently
available estimates and judgment of such management and that such forecasts
will be realized in the amounts and in the time periods currently estimated by
the management of each of the Companies. We are not experts in the evaluation
of allowances for loan losses, and we have not made an independent evaluation
of the adequacy of the allowance for loan losses of each of the Companies, nor
have we reviewed any individual loan credit files and we have assumed that the
aggregate allowance for loan losses are adequate to cover such losses. In
addition, we have not made an independent evaluation or appraisal of the assets
and liabilities of each of the Companies, nor any of their subsidiaries, nor
were we furnished with any such evaluation or appraisal. Our opinion is
necessarily based on economic, market, and other conditions as in effect on,
and the information made available to us as of, the date hereof.

Howe Barnes Investments, Inc., as part of its investment banking
business, is regularly engaged in the valuation of banks and bank holding
companies, thrifts and thrift holding companies, and various other financial
services companies, in connection with mergers and acquisitions, initial and
secondary offerings of securities, and valuations for other purposes. In
rendering this fairness opinion we have acted on behalf of the Board of
Directors of Hinsdale, and, with their consent, also acted in the same capacity
for the other Companies, and will receive a fee for our services from each.

Our opinion as expressed herein is limited to the fairness, from a
financial point of view, of the Exchange Ratio to the holders of Hinsdale
Common Stock and does not address Hinsdale's underlying business decision to
proceed with the Reorganization. We have been retained on behalf of the Board
of Directors of Hinsdale, and our opinion does not constitute a recommendation
to any holder of Hinsdale Common Stock as to how such holder should vote with
respect to the Reorganization Agreement at any meeting of holders of Hinsdale
Common Stock.

Based on the foregoing and our experience as investment bankers, we
are of the opinion that, as of the date hereof, the Exchange Ratio proposed for
the shareholders of Hinsdale as described in the Reorganization Agreement, is
fair from a financial point of view.

Sincerely,

HOWE BARNES INVESTMENTS, INC.

By MICHAEL E. SAMMON
-----------------------------
Michael E. Sammon
Senior Vice President
<PAGE> 374

July 18, 1996

Board of Directors
Libertyville Bancorp, Inc.
507 N. Milwaukee Avenue
Libertyville, Illinois 60048

Members of the Board:

You have requested our opinion as to the fairness, from a financial
point of view, of the exchange ratio for shareholders of Libertyville Bancorp,
Inc. ("Libertyville") with respect to the proposed reorganization (the
"Reorganization") of North Shore Bancorp, Inc., Lake Forest Bancorp, Inc.,
Hinsdale Bancorp, Inc., Libertyville and Crabtree Capital Corporation
(collectively referred to herein as the "Companies"), pursuant to the Amended
and Restated Agreement and Plan of Reorganization dated as of May 28, 1996, by
and among the Companies, Lake Forest Bancorp II, Hinsdale Bancorp II,
Libertyville Bancorp II, and Crabtree Capital Corporation II (the
"Reorganization Agreement").

Pursuant to the Reorganization Agreement, each issued and outstanding
share of Libertyville Common Stock, without par value, shall be converted into
the right to receive 4.02578 shares of Common Stock, without par value, of
Wintrust Financial Corporation ("Wintrust Common Stock") (the "Exchange
Ratio"). All issued and outstanding rights and options to purchase shares of
Libertyville Common Stock will automatically convert to rights and options to
purchase shares of Wintrust Common Stock at a fixed conversion ratio equal to
the Exchange Ratio established for Libertyville Common Stock. All issued and
outstanding warrants to purchase shares of Libertyville Common Stock at the
Effective Date will be exchanged for a combination of Wintrust Common Stock and
Wintrust Warrants on a basis reflective of and consistent with the Exchange
Ratio. The terms of the Reorganization are more fully set forth in the
Reorganization Agreement.

In arriving at the opinion set forth below, we have, among other
things:

4. Reviewed certain financial forecasts and projections of each
of the Companies as prepared by the management of each;

5. Reviewed the offering documents for each of the Companies
(where applicable) used in connection with the capitalization of each;

6. Reviewed the recent stock prices and historical trading
activity for the shares of Common Stock of each of the Companies;
<PAGE> 375
Board of Directors
Libertyville Bancorp, Inc.
July 18, 1996
Page 2

7. Reviewed the Reorganization Agreement and all of the related
agreements; and

8. Reviewed such other financial studies and analyses and
performed such other investigations and took into account such other matters as
we deemed necessary for purposes of rendering this opinion.

We have assumed and relied, without independent verification, upon the
accuracy and completeness of all of the financial and other information
reviewed by us for the purposes of this opinion. We have also assumed and
relied upon the senior management of each of the Companies as to the
reasonableness and achievability of the financial and operating forecasts (and
the assumptions and bases therefor) provided to us. In that regard, we have
assumed with your permission that such forecasts reflect the best currently
available estimates and judgment of such management and that such forecasts
will be realized in the amounts and in the time periods currently estimated by
the management of each of the Companies. We are not experts in the evaluation
of allowances for loan losses, and we have not made an independent evaluation
of the adequacy of the allowance for loan losses of each of the Companies, nor
have we reviewed any individual loan credit files and we have assumed that the
aggregate allowance for loan losses are adequate to cover such losses. In
addition, we have not made an independent evaluation or appraisal of the assets
and liabilities of each of the Companies, nor any of their subsidiaries, nor
were we furnished with any such evaluation or appraisal. Our opinion is
necessarily based on economic, market, and other conditions as in effect on,
and the information made available to us as of, the date hereof.

Howe Barnes Investments, Inc., as part of its investment banking
business, is regularly engaged in the valuation of banks and bank holding
companies, thrifts and thrift holding companies, and various other financial
services companies, in connection with mergers and acquisitions, initial and
secondary offerings of securities, and valuations for other purposes. In
rendering this fairness opinion we have acted on behalf of the Board of
Directors of Libertyville, and, with their consent, also acted in the same
capacity for the other Companies, and will receive a fee for our services from
each.

Our opinion as expressed herein is limited to the fairness, from a
financial point of view, of the Exchange Ratio to the holders of Libertyville
Common Stock and does not address Libertyville's underlying business decision
to proceed with the Reorganization. We have been retained on behalf of the
Board of Directors of Libertyville, and our opinion does not constitute a
recommendation to any holder of Libertyville Common Stock as to how such holder
should vote with respect to the Reorganization Agreement at any meeting of
holders of Libertyville Common Stock.

Based on the foregoing and our experience as investment bankers, we
are of the opinion that, as of the date hereof, the Exchange Ratio proposed for
the shareholders of Libertyville as described in the Reorganization Agreement,
is fair from a financial point of view.

Sincerely,

HOWE BARNES INVESTMENTS, INC.

By MICHAEL E. SAMMON
-----------------------------
Michael E. Sammon
Senior Vice President
<PAGE> 376

July 18, 1996

Board of Directors
Crabtree Capital Corporation
475 N. Martingale Rd., Suite 440
Schaumburg, Illinois 60173

Members of the Board:

You have requested our opinion as to the fairness, from a financial
point of view, of the exchange ratio for shareholders of Crabtree Capital
Corporation ("Crabtree") with respect to the proposed reorganization (the
"Reorganization") of North Shore Community Bancorp, Inc., Lake Forest Bancorp,
Inc., Hinsdale Bancorp, Inc., Libertyville Bancorp, Inc. and Crabtree
(collectively referred to herein as the "Companies"), pursuant to the Amended
and Restated Agreement and Plan of Reorganization dated as of May 28, 1996, by
and among the Companies, Lake Forest Bancorp II, Hinsdale Bancorp II,
Libertyville Bancorp II, and Crabtree Capital Corporation II (the
"Reorganization Agreement").

Pursuant to the Reorganization Agreement, each issued and outstanding
share of Crabtree Common Stock, without par value, shall be converted into the
right to receive 1.18332 shares of Common Stock, without par value, of Wintrust
Financial Corporation ("Wintrust Common Stock") (the "Exchange Ratio"). All
issued and outstanding rights and options to purchase shares of Crabtree Common
Stock will automatically convert to rights and options to purchase shares of
Wintrust Common Stock at a fixed conversion ratio equal to the Exchange Ratio
established for Crabtree Common Stock. The terms of the Reorganization are
more fully set forth in the Reorganization Agreement.

In arriving at the opinion set forth below, we have, among other
things:

4. Reviewed certain financial forecasts and projections of each
of the Companies as prepared by the management of each;

5. Reviewed the offering documents for each of the Companies
(where applicable) used in connection with the capitalization of each;

6. Reviewed the recent stock prices and historical trading
activity for the shares of Common Stock of each of the Companies;

7. Reviewed the Reorganization Agreement and all of the related
agreements; and
<PAGE> 377
Board of Directors
Crabtree Capital Corporation
July 18, 1996
Page 2

8. Reviewed such other financial studies and analyses and
performed such other investigations and took into account such other matters as
we deemed necessary for purposes of rendering this opinion.

We have assumed and relied, without independent verification, upon the
accuracy and completeness of all of the financial and other information
reviewed by us for the purposes of this opinion. We have also assumed and
relied upon the senior management of each of the Companies as to the
reasonableness and achievability of the financial and operating forecasts (and
the assumptions and bases therefor) provided to us. In that regard, we have
assumed with your permission that such forecasts reflect the best currently
available estimates and judgment of such management and that such forecasts
will be realized in the amounts and in the time periods currently estimated by
the management of each of the Companies. We are not experts in the evaluation
of allowances for loan losses, and we have not made an independent evaluation
of the adequacy of the allowance for loan losses of each of the Companies, nor
have we reviewed any individual loan credit files and we have assumed that the
aggregate allowance for loan losses are adequate to cover such losses. In
addition, we have not made an independent evaluation or appraisal of the assets
and liabilities of each of the Companies, nor any of their subsidiaries, nor
were we furnished with any such evaluation or appraisal. Our opinion is
necessarily based on economic, market, and other conditions as in effect on,
and the information made available to us as of, the date hereof.

Howe Barnes Investments, Inc., as part of its investment banking
business, is regularly engaged in the valuation of banks and bank holding
companies, thrifts and thrift holding companies, and various other financial
services companies, in connection with mergers and acquisitions, initial and
secondary offerings of securities, and valuations for other purposes. In
rendering this fairness opinion we have acted on behalf of the Board of
Directors of Crabtree, and, with their consent, also acted in the same capacity
for the other Companies, and will receive a fee for our services from each.

Our opinion as expressed herein is limited to the fairness, from a
financial point of view, of the Exchange Ratio to the holders of Crabtree
Common Stock and does not address Crabtree's underlying business decision to
proceed with the Reorganization. We have been retained on behalf of the Board
of Directors of Crabtree, and our opinion does not constitute a recommendation
to any holder of Crabtree Common Stock as to how such holder should vote with
respect to the Reorganization Agreement at any meeting of holders of Crabtree
Common Stock.

Based on the foregoing and our experience as investment bankers, we
are of the opinion that, as of the date hereof, the Exchange Ratio proposed for
the shareholders of Crabtree as described in the Reorganization Agreement, is
fair from a financial point of view.

Sincerely,

HOWE BARNES INVESTMENTS, INC.

By: MICHAEL E. SAMMON
-----------------------------
Michael E. Sammon
Senior Vice President

<PAGE> 378

APPENDIX C -- SECTIONS 11.65 AND 11.70 OF
THE ILLINOIS BUSINESS CORPORATION ACT

ILLINOIS BUSINESS CORPORATION ACT

5/11.65 RIGHT TO DISSENT -- (a) A shareholder of a corporation is entitled to
dissent from, and obtain payment for his or her shares in the event of any of
the following corporate actions:

(1) consummation of a plan of merger or consolidation or
a plan of share exchange to which the corporation is a party if (i)
shareholder authorization is required for the merger or consolidation
of the share exchange by Section 11.20 or the articles of
incorporation or (ii) the corporation is a subsidiary that is merged
with its parent or another subsidiary under Section 11.30;

(2) consummation of a sale, lease or exchange of all, or
substantially all, of the property and assets of the corporation other
than in the usual and regular course of business;

(3) an amendment of the articles of incorporation that
materially and adversely affects rights in respect of a dissenter's
shares because it:

(i) alters or abolishes a preferential right of
such shares;

(ii) alters or abolishes a right in respect of
redemption, including a provision respecting a sinking fund
for the redemption or repurchase, of such shares;

(iii) in the case of a corporation incorporated
prior to January 1, 1982, limits or eliminates cumulative
voting rights with respect to such shares; or

(4) any other corporate action taken pursuant to a
shareholder vote if the articles of incorporation, by laws, or a
resolution of the Board of Directors provide that shareholders are
entitled to dissent and obtain payment for their shares in accordance
with the procedures set forth in Section 11.70 or as may be otherwise
provided in the articles, by-laws or resolution.

(b) A shareholder entitled to dissent and obtain payment for his
or her shares under this Section may not challenge the corporate action
creating his or her entitlement unless the action is fraudulent with respect to
the shareholder or the corporation or constitutes a breach of a fiduciary duty
owed to the shareholder.

(c) A record owner of shares may assert dissenters' rights as to
fewer than all the shares recorded in such person's name only if such person
dissents with respect to all shares beneficially owned by any one person and
notifies the corporation in writing of the name and address of each person on
whose behalf the record owner asserts dissenters' rights. The rights of a
partial dissenter are determined as if the shares as to which dissent is made
and the other shares are recorded in the names of different shareholders. A
beneficial owner of shares who is not the record owner may assert dissenters'
rights as to shares held on such person's behalf only if the beneficial owner
submits to the corporation the record owner's written consent to the dissent
before or at the same time the beneficial owner asserts dissenters' rights.
(Last amended by P.A. 85-1269, L.'88, eff. 1-1-89.)
____________________________
.1

RIGHTS OF DISSENTING SHAREHOLDERS. -- Court can use evidence of book value and
previous arm's-length transactions in valuing stock of closely held corporation
for minority holders dissenting to merger. Stewart v. DJ Stewart & Co, 346
NE2d 475 (App Ct 1976).

Surviving had to offer stockholders of dissolved corporation market
value of their stock at time of merger, when stockholders were deprived of
their statutory appraisal rights as result of deceptive proxy statement.
Swanson v. American Consumers Industries Inc., 475 F2d 516 (7th Cir 1973).

C-1
<PAGE> 379
Under statute allowing corporations to petition court to determine
"fair value" of stock, valuation calls for exercise of judgment after
consideration of all relevant factors; the minority or illiquid nature of stock
may be relevant to its intrinsic worth. Independence Tube Corp v Levine, 535
NE2d 927 (App Ct 1989).

.2 OBJECTING STOCKHOLDER. -- The term "objecting stockholder" should
not receive a literal and narrow construction. It means any stockholder in a
corporation who, for any reason, preferred to take the fair value of his stock
in the corporation in which he held the stock rather than accept other stock in
the acquiring corporation. Though the objecting stockholder voted for the
original resolution for consolidation, and for the similar resolution adopted
by the stockholders at their first meeting, he was not estopped from claiming
that he was an objecting stockholder. The objecting stockholder had the right
at any time before the adoption of the final resolution for the consolidation
to register his objection thereto. Ahlenius v Bunn & Humphreys, Inc, 182 NE
738 (App Ct 1932), valuation set aside by 192 NE 824 (1934).

PROCEDURE TO DISSENT -- (a) If the corporate action giving rise to the
right to dissent is to be approved at a meeting of shareholders, the notice of
meeting shall inform the shareholders of their right to dissent and the
procedure to dissent. If, prior to the meeting, the corporation furnishes to
the shareholders material information with respect to the transaction that will
objectively enable a shareholder to vote on the transaction and to determine
whether or not to exercise dissenters' rights, a shareholder may assert
dissenters' rights only if the shareholder delivers to the corporation before
the vote is taken a written demand for payment for his or her shares if the
proposed action is consummated, and the shareholder does not vote in favor of
the proposed action.

(b) If the corporate action giving rise to the right to dissent is
not to be approved at a meeting of shareholders, the notice to shareholders
describing the action taken under Section 11.30 or Section 7.10 shall inform
the shareholders of their right to dissent and the procedure to dissent. If,
prior to or concurrently with the notice, the corporation furnishes to the
shareholders material information with respect to the transaction that will
objectively enable a shareholder to determine whether or not to exercise
dissenters' rights, a shareholder may assert dissenter's rights only if he or
she delivers to the corporation within 30 days from the date of mailing the
notice a written demand for payment for his or her shares.

(c) Within 10 days after the date on which the corporate action
giving rise to the right to dissent is effective or 30 days after the
shareholder delivers to the corporation the written demand for payment,
whichever is later, the corporation shall send each shareholder who has
delivered a written demand for payment a statement setting forth the opinion of
the corporation as to the estimated fair value of the shares, the corporation's
latest balance sheet as of the end of a fiscal year ending not earlier than 16
months before the delivery of the statement, together with the statement of
income for that year and the latest available interim financial statements, and
either a commitment to pay for the shares of the dissenting shareholder at the
estimated fair value thereof upon transmittal to the corporation of the
certificate or certificates, or other evidence of ownership, with respect to
the shares, or instructions to the dissenting shareholder to sell his or her
shares within 10 days after delivery of the corporation's statement to the
shareholder. The corporation may instruct the shareholder to sell only if
there is a public market for the shares at which the shares may be readily
sold. If the shareholder does not sell within that 10 day period after being
so instructed by the corporation, for purposes of this Section the shareholder
shall be deemed to have sold his or her shares at the average closing price of
the shares, if listed on a national exchange, or the average of the bid and
asked price with respect to the shares quoted by a principal market maker, if
not listed on a national exchange, during that 10 day period.

(d) A shareholder who makes written demand for payment under this
Section retains all other rights of a shareholder until those rights are
canceled or modified by the consummation of the proposed corporate action.
Upon consummation of that action, the corporation shall pay to each dissenter
who transmits to the corporation the certificate or other evidence of ownership
of the shares the amount the corporation estimates to be the fair value of the
shares, plus accrued interest, accompanied by a written explanation of how the
interest was calculated.

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(e) If the shareholder does not agree with the opinion of the
corporation as to the estimated fair value of the shares or the amount of
interest due, the shareholder, within 30 days from the delivery of the
corporation's statement of value, shall notify the corporation in writing of
the shareholder's estimated fair value and the amount of interest due and
demand payment for the difference between the shareholder's estimate of fair
value and interest due and the amount of the payment by the corporation or the
proceeds of sale by the shareholder, whichever is applicable because of the
procedure for which the corporation opted pursuant to subsection (c).

(f) If, within 60 days from delivery to the corporation of the
shareholder notification of estimate of fair value of the shares and interest
due, the corporation and the dissenting shareholder have not agreed in writing
upon the fair value of the shares and interest due, the corporation shall
either pay the difference in value demanded by the shareholder, with interest,
or file a petition in the circuit court of the county in which either the
registered office or the principal office of the corporation is located,
requesting the court to determine the fair value of the shares and interest
due. The corporation shall make all dissenters, whether or not residents of
this State, whose demands remain unsettled parties to the proceeding as an
action against their shares and all parties shall be served with a copy of the
petition. Non residents may be served by registered or certified mail or by
publication as provided by law. Failure of the corporation to commence an
action pursuant to this Section shall not limit or affect the right of the
dissenting shareholders to otherwise commence an action as permitted by law.

(g) The jurisdiction of the court in which the proceeding is
commenced under subsection (f) by a corporation is plenary and exclusive. The
court may appoint one of more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers have the
power described in the order appointing them, or in any amendment to it.

(h) Each dissenter made a party to the proceeding is entitled to
judgment for the amount, if any, by which the court finds that the fair value
of his or her shares, plus interest, exceeds to amount paid by the corporation
or the proceeds of sale by the shareholder, whichever amount is applicable.

(i) The court, in a proceeding commenced under subsection (f),
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of the appraisers, if any, appointed by the court
under subsection (g), but shall exclude the fees and expenses of counsel and
experts for the respective parties. If the fair value of the shares as
determined by the court materially exceeds the amount which the corporation
estimated to be the fair value of the shares or if no estimate was made in
accordance with subsection (c), then all or any part of the costs may be
assessed against the corporation. If the amount which any dissenter estimated
to be the fair value of the shares materially exceeds the fair value of the
shares as determined by the court, then all or any part of the costs may be
assessed against that dissenter. The court may also assess the fees and
expenses of counsel and experts for the respective parties, in amounts the
court finds equitable, as follows:

(1) Against the corporation and in favor of any or all
dissenters if the court finds that the corporation did not
substantially comply with the requirements of subsections (a), (b),
(c), (d), or (f).

(2) Against either the corporation or as a dissenter and
in favor of any other party if the court finds that the party against
whom the fees and expenses are assessed acted arbitrarily,
vexatiously, or not in good faith with respect to the rights provided
by this Section.

If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly
situated and that the fees for those services should not be assessed
against the corporation, the court may award to that counsel
reasonable fees to be paid out of the amounts awarded to the
dissenters who are benefited. Except as otherwise provided in this
Section, the practice, procedure, judgment and costs shall be governed
by the Code of Civil Procedure.

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(j) As used in this Section:

(1) "Fair valuer," with respect to a dissenter's shares,
means the value of the shares immediately before the consummation of
the corporate action to which the dissenter objects excluding any
appreciation or depreciation in anticipation of the corporate action,
unless exclusion would be inequitable.

(2) "Interest" means interest from the effective date of
the corporate action until the date of payment, at the average rate
currently paid by the corporation on its principal bank loans or, if
none, at a rate that is fair and equitable under all the
circumstances. (Last amended by P.A. 86-1156, L. '90, eff. 8-10-90.)

- ------------------
.1 VALUATION OF STOCK. -- If stockholders dissenting from a sale of
assets seek a court's determination of the fair market value of their stock,
they are bound by the court's findings and cannot dismiss the suit and resume
their status as stockholders. Bauman v Advance Aluminum Castings Corp, 169
NE2d 382 (App Ct 1960).

Under statute allowing corporations to petition court to determine
"fair value" of stock, valuation calls for exercise of judgment after
consideration of all relevant factors; the minority or illiquid nature of stock
may be relevant to its intrinsic worth. Independence Tube Corp v Levine, 535
NE2d 927 (App Ct 1989).

.2 EFFECT OF FAILURE TO MAKE STATUTORY DEMAND IN TIME. - Dissenting
shareholder not in position to complain that sale of corporation's only
property was made improperly because shareholder failed for more than 20 days
after the vote of the shareholders authorizing the sale to make the demand
required by this section. Morris v Columbia Apartments Corp, 55 NE2d 401
(1944).

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APPENDIX D -- SECTION 262 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

Section 262. APPRAISAL RIGHTS.

(a) Any stockholder of a corporation of this State who holds
shares of stock on the date of the making of a demand pursuant to subsection
(d) of this section with respect to such shares, who continuously holds such
shares through the effective date of the merger or consolidation, who has
otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.

(b) Appraisal rights shall be available for the shares of any
class or series of stock of a constituent corporation in a merger or
consolidation to be effected pursuant to Sections 251, 252, 254, 257, 258, 263
or 264 of this title:

(1) Provided, however, that no appraisal rights under
this section shall be available for the shares of any class or series
of stock, which stock, or depository receipts in respect thereof, at
the record date fixed to determine the stockholders entitled to
receive notice of and to vote at the meeting of stockholders to act
upon the agreement of merger or consolidation, were either (i) listed
on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or (ii) held of record by more
than 2,000 holders; and further provided that no appraisal rights
shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its
approval the vote of the holders of the surviving corporation as
provided in subsections (f) or (g) of Section 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection,
appraisal rights under this section shall be available for the shares
of any class or series of stock of a constituent corporation if the
holders thereof are required by the terms of an agreement of merger or
consolidation pursuant to Sections 251, 252, 254, 257, 258, 263 and
264 of this title to accept for such stock anything except:

Shares of stock of the corporation surviving or
resulting from such merger or consolidation;

Shares of stock of the corporation surviving or
resulting from such merger or consolidation, or depository
receipts in respect thereof;

Shares of stock of any other corporation, or
depository receipts in respect thereof, which shares of stock
or depository receipts at the effective date of the merger or
consolidation will be either listed on a national securities
exchange or designated as a national market system security on
an interdealer quotation system by the National Association of
Securities Dealers, Inc. or held of record by more than 2,000
holders;

Cash in lieu of fractional shares or fractional
depository receipts described in the foregoing subparagraphs
a. and b. of this paragraph; or

Any combination of the shares of stock, depository receipts
and cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a., b. and c. of
this paragraph.

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(3) In the event all of the stock of a subsidiary
Delaware corporation party to a merger effected under Section 253 of
this title is not owned by the parent corporation immediately prior to
the merger, appraisal rights shall be available for the shares of the
subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be available for
the shares of any class or series of its stock as a result of an amendment to
its certificate of incorporation, any merger or consolidation in which the
corporation is a constituent corporation or the sale of all or substantially
all of the assets of the corporation. If the certificate of incorporation
contains such a provision, the procedures of this section, including those set
forth in subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which
appraisal rights are provided under this section is to be submitted
for approval at a meeting of stockholders, the corporation, not less
than 20 days prior to the meeting, shall notify each of its
stockholders who was such on the record date for such meeting with
respect to shares for which appraisal rights are available pursuant to
subsections (b) or (c) hereof that appraisal rights are available for
any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation before the taking of the vote on the merger or
consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of
the identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of his shares. A proxy or vote against
the merger or consolidation shall not constitute such a demand. A
stockholder electing to take such action must do so by a separate
written demand as herein provided. Within 10 days after the effective
date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent
corporation who has complied with this subsection and has not voted in
favor of or consented to the merger or consolidation of the date that
the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant
to Section 228 or Section 253 of this title, the surviving or
resulting corporation, either before the effective date of the merger
or consolidation or within 10 days thereafter, shall notify each of
the stockholders entitled to appraisal rights of the effective date of
the merger or consolidation and that appraisal rights are available
for any or all of the shares of the constituent corporation, and shall
include in such notice a copy of this section. The notice shall be
sent by certified or registered mail, return receipt requested,
addressed to the stockholder at his address as it appears on the
records of the corporation. Any stockholder entitled to appraisal
rights may, within 20 days after the date of mailing of the notice,
demand in writing from the surviving or resulting corporation the
appraisal of his shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand the appraisal of
his shares.

(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who
has complied with subsections (a) and (d) hereof and who is otherwise entitled
to appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the requirements
of subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10
days after his written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

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(f) Upon the filing of any such petition by a stockholder, service
of a copy thereof shall be made upon the surviving or resulting corporation,
which shall within 20 days after such service file in the office of the
Register in Chancery in which the petition was filed a duly verified list
containing the names and addresses of all stockholders who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition
shall be accompanied by such a duly verified list. The Register in Chancery,
if so ordered by the Court, shall give notice of the time and place fixed for
the hearing of such petition by registered or certified mail to the surviving
or resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the city of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.

(h) After determining the stockholders entitled to an appraisal,
the Court shall appraise the shares, determining their fair value exclusive of
any element of value arising from the accomplishment or expectation of the
merger or consolidation, together with a fair rate of interest, if any, to be
paid upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court may,
in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to appraisal
rights under this section.

(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or resulting
corporation to the stockholders entitled thereto. Interest may be simple or
compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertified stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree
may be enforced as other decrees in the Court of Chancery may be enforced,
whether such surviving or resulting corporation be a corporation of this State
or of any state.

(j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal rights as provided
in subsection (d) of this section shall be entitled to vote such stock for any
purpose or to receive payment of dividends or other distributions on the stock
(except dividends or other distributions payable to stockholders of record at a
date which is prior to the effective date of the merger or consolidation);
provided, however, that if no petition for an appraisal shall be filed within
the time provided in subsection (e) of this section, or if such stockholder
shall deliver to the surviving or resulting corporation a written withdrawal of
his demand for

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an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which
the shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation. (Last amended by
Ch. 79, L. '95, eff. 7-1-95.)

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In accordance with the Illinois Business Corporation Act (being
Chapter 805, Act 5 of the Illinois Compiled Statutes), Articles Eight and Nine
of the Registrant's Certificate of Incorporation provide as follows:

**ARTICLE EIGHT: No director of the corporation shall be liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (b) for acts
or omissions not in good faith or that involve intentional misconduct of a
knowing violation of law, (c) under Section 8.65 of the BCA, as the same exists
or hereafter may be amended, or (d) for any transaction from which the director
derived an improper personal benefit.

**ARTICLE NINE, PARAGRAPH 1: The corporation shall indemnify, to the
full extent that it shall have power under applicable law to do so and in a
manner permitted by such law, any person made or 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 corporation, or
who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against liabilities and expenses reasonably incurred or paid
by such person in connection with such action, suit or proceeding. The
corporation may indemnify, to the full extent that it shall have power under
applicable law to do so and in a manner permitted by such law, any person made
or 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 corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
liabilities and expenses reasonably incurred or paid by such person in
connection with such action, suit or proceeding. The words "liabilities" and
"expenses" shall include, without limitation: liabilities, losses, damages,
judgments, fines, penalties, amounts paid in settlement, expenses, attorneys'
fees and costs. Expenses incurred in defending a civil, criminal,
administrative, investigative or other action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding in accordance with the provisions of Section 8.75 of the BCA.

PARAGRAPH 2: The corporation may purchase and maintain insurance on
behalf of any person referred to in the preceding paragraph against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of this Article or otherwise.

PARAGRAPH 3: For purposes of this Article, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving

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corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.

PARAGRAPH 4: The provisions of this Article shall be deemed to be
a contract between the corporation and each director or officer who serves in
any such capacity at any time while this Article and the relevant provisions of
the BCA, or other applicable law, if any, are in effect, and any repeal or
modification of any such law or of this Article shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

PARAGRAPH 5: For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner not opposed to the best interests of the corporation.

The Illinois Business Corporation Act provides for indemnification of
officers, directors, employees and agents as follows:

5/8.75 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation may 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 (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against 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, if such person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation or, with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that his or her
conduct was unlawful.

(b) A corporation may indemnify any person who was or is a party,
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit, if
such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation, provided
that no indemnification shall be made with respect to any claim, issue, or
matter as to which such person, has been adjudged to have been liable to the
corporation, unless, and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper.

(c) To the extent that a director, officer, employee or agent of a
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or

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in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case, upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in subsections (a) or (b).
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the shareholders.

(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation as authorized in this Section.

(f) The indemnification and advancement of expenses provided by or
granted under the other subsections of this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding
such office.

(g) A corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Section.

(h) If a corporation has paid indemnity or has advanced expenses
to a director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.

(i) For purposes of this Section, references to "the corporation"
shall include, in addition to the surviving corporation, any merging
corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

(j) For purposes of this Section, reference to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Section.

(k) The indemnification and advancement of expenses provided by or
granted under this Section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director,

II-3
<PAGE> 389
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of that person. (Last amended by P.A. 88-43, L.
'93, eff. 1-1-94.)

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The exhibits filed as a part of this Registration Statement are as follows:

o List of Exhibits (filed herewith unless otherwise noted)

2.1 Amended and Restated Agreement and Plan of Reorganization
among North Shore Community Bancorp, Inc., Lake Forest
Bancorp II, Hinsdale Bancorp II, Libertyville Bancorp II,
Crabtree Capital Corporation II and Lake Forest Bancorp,
Inc., Hinsdale Bancorp, Inc., Libertyville Bancorp, Inc.
and Crabtree Capital Corporation dated as of May 15, 1996
(filed herewith as Appendix A to the Joint Proxy
Statement/Prospectus)
3.1* Articles of Incorporation of North Shore Community Bancorp,
Inc.
3.2* By-laws of North Shore Community Bancorp, Inc.
3.3* Proposed Articles of Incorporation of Wintrust Financial
Corporation (included as Exhibit B in Appendix A to the
Joint Proxy Statement/Prospectus)
3.4* Proposed By-Laws of Wintrust Financial Corporation
(included as Exhibit B in Appendix A to the Joint Proxy
Statement/Prospectus)
5.1 Opinion of Vedder, Price, Kaufman & Kammholz re: legality
8.1 Opinion of Blackman Kallick Bartelstein LLP as to federal
income tax matters
10.1* Hinsdale Bancorp, Inc. 1993 Stock Option Plan
10.2 Form of Series A Warrant Agreement relating to the
right to purchase shares of Hinsdale Bancorp, Inc.
10.3 Form of Series B Warrant Agreement relating to the
right to purchase shares of Hinsdale Bancorp, Inc.
10.4* Lake Forest Bancorp, Inc. 1991 Stock Option Plan
10.5* Lake Forest Bancorp, Inc. 1993 Stock Option Plan
10.6 Lake Forest Bank & Trust Company Lease for
drive-up facility located at the corner of Bank Lane
& Wisconsin Avenue, Lake
Forest, Illinois, dated December 11, 1992
10.7* Lake Forest Bank & Trust Company Lease for banking facility
located at 810 South Waukegan Road, Lake Forest, Illinois
10.8* Lake Forest Bank & Trust Company Lease for banking
facility located at 666 North Western Avenue, Lake Forest,
Illinois, dated July 19, 1991 and Amendment
10.9* Lake Forest Bank & Trust Company Lease for banking facility
located at 103 East Scranton Avenue, Lake Bluff, Illinois,
dated November 1, 1994
10.10* Phantom Stock Agreement between Lake Forest Bancorp, Inc.
and Edward J. Wehmer
10.11* Libertyville Bancorp, Inc. 1995 Stock
Option Plan
10.12* Form of Series A Warrant Agreement relating to
the right to purchase shares of Libertyville Bancorp, Inc.
10.13* Form of Series B Warrant Agreement relating to the right to
purchase shares of Libertyville Bancorp, Inc.
10.14* Phantom Stock Agreement between Libertyville Bancorp, Inc.
and Edward J. Wehmer
10.15* North Shore Community Bancorp, Inc. 1993 Stock Rights Plan
10.16* North Shore Community Bancorp, Inc. 1994 Stock Options Plan
10.17* Form of Warrant Agreement relating to the right to purchase
shares of North Shore Community Bancorp, Inc.
10.18* North Shore Bank & Trust Company Lease for banking facility
located at 362 Park Avenue, Glencoe, Illinois, dated July
27, 1995
10.19* North Shore Community Bancorp, Inc. Lease for banking
facility located at 794 Oak Street, Winnetka, Illinois,
dated June 16, 1995

II-4
<PAGE> 390
10.20* Phantom Stock Agreement between North Shore Community
Bancorp, Inc. and Anne M. Adams
10.21* Crabtree Capital Corporation 1987 Stock Option Plan
10.22* Crabtree Capital Corporation 1990 Stock Purchase Plan
10.23* Warrant Purchase Agreement between First Premium
Services, Inc. and Internationale Nederlande (U.S.)
Finance Corporation dated as of December 30, 1992, and
Amendment Dated as of February 12, 1993
10.24* Warrant Purchase Agreement between First Premium Services,
Inc. and Internationale Nederlande (U.S.) Finance
Corporation, dated as of February 12, 1993
10.25* Warrant Purchase Agreement between First Premium Services,
Inc. and Deerpath Investment Partners, Ltd., dated as of
December 23, 1992, and related documents
10.26 Crabtree Capital Corporation Lease for property located at
425/475 North Martingale Road, Suite 1540, Schaumburg,
Illinois, dated May 15, 1992 (as amended)
10.27* The Credit Life Companies, Incorporated 1987 Stock
Option Plan
10.28* First Premium Services, Inc. 1992 Stock Option Plan
10.29 Form of Wintrust Financial Corporation Warrant Agreement
10.30 Commitment letter from LaSalle National Bank to Wintrust
Financial Corporation, dated July 17, 1996
23.1 Consents of KPMG Peat Marwick LLP
23.2* Consent of Howe Barnes Investments, Inc.
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Vedder, Price, Kaufman & Kammholz
(included in Exhibit 5.1)
23.5* Consent of Blackman Kallick Bartelstein LLP
(included in Exhibit 8.1)
24.1* Powers of Attorney (set forth on Signature pages)
27.1* Financial Data Schedules
99.1 Form of Proxy for North Shore Community Bancorp, Inc.
99.2 Form of Proxy for Lake Forest Bancorp, Inc.
99.3 Form of Proxy for Hinsdale Bancorp, Inc.
99.4 Form of Proxy for Libertyville Bancorp, Inc.
99.5 Form of Proxy for Crabtree Capital Corporation
99.6 Opinions of Howe Barnes Investments, Inc. with respect
to fairness of the transaction from a financial point of
view (included as Appendix B to the Joint Proxy Statement
/Prospectus)
99.7* Consent of Nominee Alan W. Adams
99.8* Consent of Nominee Peter Crist
99.9* Consent of Nominee Eugene Hotchkiss III
99.10* Consent of Nominee James Knollenberg
99.11* Consent of Nominee John S. Lillard
99.12* Consent of Nominee James Mahoney
99.13* Consent of Nominee James B. McCarthy
99.14* Consent of Nominee Tull Monsees
99.15* Consent of Nominee Albin Moschner
99.16* Consent of Nominee J. Christopher Reyes
99.17* Consent of Nominee John Schaper
99.18* Consent of Nominee Jane Stein
99.19* Consent of Nominee Katharine V. Sylvester
99.20* Consent of Nominee Larry Wright

- ----------------------
* Previously filed.

o FINANCIAL STATEMENT SCHEDULES

All schedules have been omitted as not applicable or not required
under the rules of Regulation S-X.

II-5
<PAGE> 391
ITEM 22. UNDERTAKINGS

o To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement.

o To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.

o To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
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 not 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.

o 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.

o 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.

o 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.

The Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

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 Item 20 of this Registration Statement,
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 Act 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.

II-6
<PAGE> 392
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of Illinois, on July 22, 1996.

NORTH SHORE COMMUNITY BANCORP, INC.
(name to be changed to Wintrust
Financial Corporation)

By: /s/EDWARD J. WEHMER
-------------------------------------
Edward J. Wehmer, Vice Chairman

Pursuant to the requirements of the Securities Act of 1933,
thisAmendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ LEMUEL H. TATE* Chairman and Director July 22, 1996
- -------------------------------------------
Lemuel H. Tate

/s/ EDWARD J. WEHMER Vice Chairman and Director July 22, 1996
- -------------------------------------------
Edward J. Wehmer

/s/ HOWARD D. ADAMS* Vice Chairman and Director July 22, 1996
- -------------------------------------------
Howard D. Adams

/s/ DAVID A. DYKSTRA Chief Financial Officer July 22, 1996
- -------------------------------------------
David A. Dykstra (and principal accounting officer)

/s/ JOHN W. CLOSE* President, Chief Executive Officer July 22, 1996
- -------------------------------------------
John W. Close and Director

/s/ GILBERT BOWEN* Director July 22, 1996
- -------------------------------------------
Gilbert Bowen

/s/ JOSEPH DEVIVO, JR.* Director July 22, 1996
- -------------------------------------------
Joseph DeVivo, Jr.

/s/ MAURICE F. DUNNE, JR.* Director July 22, 1996
- -------------------------------------------
Maurice F. Dunne, Jr.

/s/ GAYLE INBINDER* Director July 22, 1996
- -------------------------------------------
Gayle Inbinder

/s/ THOMAS MCCABE* Director July 22, 1996
- -------------------------------------------
Thomas McCabe

/s/ MARGUERITE SAVARD MCKENNA* Director July 22, 1996
- -------------------------------------------
Marguerite Savard McKenna

</TABLE>

II-7
<PAGE> 393
<TABLE>
<S> <C> <C>
/s/ DONALD L. OLSON* Director July 22, 1996
- -------------------------------------------
Donald L. Olson

/s/ HOLLIS RADEMACHER* Director July 22, 1996
- -------------------------------------------
Hollis Rademacher

/s/ JOHN J. SCHORNACK* Director July 22, 1996
- -------------------------------------------
John J. Schornack

/s/ INGRID STAFFORD* Director July 22, 1996
- -------------------------------------------
Ingrid Stafford

/s/ STANLEY WEINBERGER* Director July 22, 1996
- -------------------------------------------
Stanley Weinberger

/s/ ELIZABETH WARREN* Director July 22, 1996
- -------------------------------------------
Elizabeth Warren

</TABLE>

* Signed pursuant to Powers of Attorney (previously filed as part of
Registration Statement)

By: /s/ DAVID A. DYKSTRA
----------------------------------
David A. Dykstra

II-8
<PAGE> 394
EXHIBIT INDEX

Exhibit

2.1 Amended and Restated Agreement and Plan of Reorganization by and among
North Shore Community Bancorp, Inc., Lake Forest Bancorp, Inc.,
Hinsdale Bancorp, Inc., Libertyville Bancorp, Inc. and Crabtree Capital
Corporation dated as of May 15, 1996 (filed herewith as Appendix A to
the Joint Proxy Statement/Prospectus)

3.1* Articles of Incorporation of North Shore Community Bancorp, Inc.

3.2* By-laws of North Shore Community Bancorp, Inc.

3.3* Proposed Articles of Incorporation of Wintrust Financial Corporation
(included in Appendix A to the Joint Proxy Statement/Prospectus)

3.4* Proposed By-Laws of Wintrust Financial Corporation (included in
Appendix A to the Joint Proxy Statement/Prospectus)

5.1 Opinion of Vedder, Price, Kaufman & Kammholz re: legality

8.1 Opinion of Blackman Kallick Bartelstein LLP as to federal income tax
matters

10.1* Hinsdale Bancorp, Inc. 1993 Stock Option Plan

10.2 Form of Series A Warrant Agreement relating to the right to purchase
shares of Hinsdale Bancorp, Inc.

10.3 Form of Series B Warrant Agreement relating to the right to purchase
shares of Hinsdale Bancorp, Inc.

10.4* Lake Forest Bancorp, Inc. 1991 Stock Option Plan

10.5* Lake Forest Bancorp, Inc. 1993 Stock Option Plan

10.6 Lake Forest Bank & Trust Co. Lease for drive-up facility located at the
corner of Bank Lane and Wisconsin Avenue, Lake Forest, Illinois, dated
December 11, 1992

10.7* Lake Forest Bank & Trust Company Lease for banking facility located at
810 South Waukegan Road, Lake Forest, Illinois

10.8* Lake Forest Bank & Trust Company Lease for banking facility located at
666 North Western Avenue, Lake Forest, Illinois, dated July 19, 1991
and Amendment

10.9* Lake Forest Bank & Trust Company Lease for banking facility located at
103 East Scranton Avenue, Lake Bluff, Illinois, dated November 1, 1994

10.10* Phantom Stock Agreement between Lake Forest Bancorp, Inc. and Edward J.
Wehmer

II-9
<PAGE> 395
10.11* Libertyville Bancorp, Inc. 1995 Stock Option Plan

10.12* Form of Series A Warrant Agreement relating to the right to purchase
shares of Libertyville Bancorp, Inc.

10.13* Form of Series B Warrant Agreement relating to the right to purchase
shares of Libertyville Bancorp, Inc.

10.14* Phantom Stock Agreement between Libertyville Bancorp, Inc. and Edward
J. Wehmer

10.15* North Shore Community Bancorp, Inc. 1993 Stock Rights Plan

10.16* North Shore Community Bancorp, Inc. 1994 Stock Options Plan

10.17* Form of Warrant Agreement relating to the right to purchase shares of
North Shore Community Bancorp, Inc.

10.18* North Shore Bank & Trust Company Lease for banking facility located at
362 Park Avenue, Glencoe, Illinois, dated July 27, 1995

10.19* North Shore Community Bancorp, Inc. Lease for banking facility located
at 794 Oak Street, Winnetka, Illinois, dated June 16, 1995

10.20* Phantom Stock Agreement between North Shore Community Bancorp, Inc.
and Anne M. Adams

10.21* Crabtree Capital Corporation 1987 Stock Option Plan

10.22* Crabtree Capital Corporation 1990 Stock Purchase Plan

10.23* Warrant Purchase Agreement between First Premium Services, Inc. and
Internationale Nederlande (U.S.) Finance Corporation dated as of
December 30, 1992, and Amendment Dated as of February 12, 1993

10.24* Warrant Purchase Agreement between First Premium Services, Inc. and
Internationale Nederlande (U.S.) Finance Corporation, dated as of
February 12, 1993

10.25* Warrant Purchase Agreement between First Premium Services, Inc. and
Deerpath Investment Partners, Ltd., dated as of December 23, 1992, and
related documents

10.26 Crabtree Capital Corporation Lease for property located at 425/475
North Martingale Road, Suite 1540, Schaumburg, Illinois, dated May 15,
1992 (as amended)

10.27* The Credit Life Companies, Incorporated 1987 Stock Option Plan

10.28* First Premium Services, Inc. 1992 Stock Option Plan

10.29 Form of Wintrust Financial Corporation Warrant Agreement

II-10
<PAGE> 396
10.30 Commitment letter from LaSalle National Bank to Wintrust Financial
Corporation, dated July 17, 1996

23.1 Consents of KPMG Peat Marwick LLP

23.2* Consent of Howe Barnes Investments, Inc.

23.3 Consent of Arthur Andersen LLP

23.4 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit 5.1)

23.5* Consent of Blackman Kallick Bartelstein LLP (included in Exhibit 8.1)

24.1* Powers of Attorney (set forth on Signature pages)

27.1* Financial Data Schedules

99.1 Form of Proxy for North Shore Community Bancorp, Inc.

99.2 Form of Proxy for Lake Forest Bancorp, Inc.

99.3 Form of Proxy for Hinsdale Bancorp, Inc.

99.4 Form of Proxy for Libertyville Bancorp, Inc.

99.5 Form of Proxy for Crabtree Capital Corporation

99.6 Opinions of Howe Barnes Investments, Inc. with respect to fairness of
the transaction from a financial point of view (included as Appendix B
to the Joint Proxy Statement/Prospectus)

99.7* Consent of Nominee Alan W. Adams

99.8* Consent of Nominee Peter Crist

99.9* Consent of Nominee Eugene Hotchkiss III

99.10* Consent of Nominee James Knollenberg

99.11* Consent of Nominee John S. Lillard

99.12* Consent of Nominee James Mahoney

99.13* Consent of Nominee James B. McCarthy

99.14* Consent of Nominee Tull Monsees

99.15* Consent of Nominee Albin Moschner

99.16* Consent of Nominee J. Christopher Reyes

99.17* Consent of Nominee John Schaper

99.18* Consent of Nominee Jane Stein

99.19* Consent of Nominee Katharine V. Sylvester

99.20* Consent of Nominee Larry Wright

- ----------------------
* Previously filed.

II-11

<PAGE> 1

EXHIBIT 5.1

VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005

A PARTNERSHIP INCLUDING VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY

July 19, 1996

North Shore Community Bancorp, Inc.
1145 Wilmette Avenue
Wilmette, Illinois 60091

Lake Forest Bancorp, Inc.
727 North Bank Lane
Lake Forest, Illinois 60045

Hinsdale Bancorp, Inc.
25 East First Street
Hinsdale, Illinois 60521

Libertyville Bancorp, Inc.
507 North Milwaukee Avenue
Libertyville, Illinois 60048

Crabtree Capital Corporation
475 North Martingale Road
Schaumburg, Illinois 60173

Gentlemen:

Reference is hereby made to the Form S-4 Registration Statement (the
"Registration Statement") filed by Wintrust Financial Corporation, an Illinois
corporation ("Wintrust") as amended, relating to the registration of up to
6,639,042 shares of Wintrust's common stock, without par value ("Wintrust
Common Stock"), and 175,731 warrants, each representing the right to acquire
one share of Wintrust Common Stock at $15.00 per share. Such shares and
warrants will be issued to holders of common stock and warrants of: Lake
Forest Bancorp, Inc.,
<PAGE> 2
a Delaware corporation ("Lake Forest"), Hinsdale Bancorp, Inc., an Illinois
corporation ("Hinsdale"), Libertyville Bancorp, Inc., an Illinois corporation
("Libertyville"), Crabtree Capital Corporation, a Delaware corporation
("Crabtree"), and North Shore Community Bancorp, Inc., an Illinois corporation
("North Shore"), in connection with and pursuant to the proposed Reorganization
(the "Reorganization") of North Shore, Lake Forest, Hinsdale, Libertyville and
Crabtree into Wintrust in accordance with the terms and conditions of that
certain Amended and Restated Agreement and Plan of Reorganization dated as of
May 28, 1996 (the "Reorganization Agreement"). We have acted as counsel for
the parties in connection with certain legal matters related to the
Reorganization.

It is our opinion that such shares and warrants to purchase shares of
Wintrust Common Stock, when issued in accordance with and pursuant to the terms
of the Reorganization Agreement, will be validly issued, fully paid and
nonassessable.

We hereby consent to the use of this opinion in connection with said
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Joint Proxy Statement/Prospectus included therein.

Very truly yours,

VEDDER PRICE, KAUFMAN & KAMMHOLZ

<PAGE> 1
[EXHIBIT 8.1]

[BLACKMAN KALLICK LETTERHEAD]

July 19, 1996

Board of Directors Board of Directors
North Shore Community Bancorp, Inc. Crabtree Capital Corporation
1145 Wilmette Avenue Suite 1540
Wilmette, IL 60091 425 North Martingale Road
Schaumburg, IL 60173
Board of Directors
Lake Forest Bancorp, Inc. Board of Directors
727 North Bank Lane Hinsdale Bancorp, Inc.
Lake Forest, IL 60045 25 East 1st Street
Hinsdale, IL 60521
Board of Directors
Libertyville Bancorp, Inc.
507 Milwaukee Avenue
Libertyville, IL 60048

Gentlemen:

You have requested our opinion as to certain federal income tax consequences
with respect to the Agreement and Plan of Reorganization amended and restated
as of May 28, 1996, between and among the following entities:

1) North Shore Community Bancorp, Inc., which will change its
name to Wintrust Financial Corporation in connection with the
transaction, (Wintrust)
2) Lake Forest Bancorp, Inc., (LFB)
3) Hinsdale Bancorp, Inc., (HB)
4) Libertyville Bancorp, Inc., (LB)
5) Crabtree Capital Corporation, (Crabtree)
6) Lake Forest Bancorp II, (LFBII)
7) Hinsdale Bancorp II, (HBII)
8) Libertyville Bancorp II, (LBII), and
9) Crabtree Capital Corporation II, (Crabtree II)

Our opinion is limited to the proposed reorganization of Wintrust with LFB, HB,
LB and Crabtree (sometimes referred to herein collectively as the Surviving
Companies and individually

[BLACKMAN KALLICK LOGO & ADDRESS BLOCK]
<PAGE> 2

as the Surviving Company) through a merger of (1) LFBII with and into LFB, (2)
HBII with and into HB, (3) LBII with and into LB, and (4) Crabtree II with and
into Crabtree.

Set forth below is a description of the principal facts relating to the
contemplated transactions. The opinion expressed herein is based on
information provided to us by management, (and representatives of management)
of Wintrust and Surviving Companies. Management has represented to us that we
have been provided all the facts and assumptions necessary for us to form our
opinion. Any fact omission, misstatement or change may require a modification
of all or part of this opinion. We are not responsible to update this opinion
for events, transactions, or circumstances occurring after the date of issuance
of this opinion.

The opinion expressed herein is based on our interpretation of the Internal
Revenue Code of 1986, as amended (the "Code"), income tax regulations, court
decisions, and rulings and procedures issued by the Internal Revenue Service
(IRS) as of the issuance date of this opinion. In analyzing the tax issues
addressed in our opinion, we have applied the standards of "substantial
authority" as used in Section 6662 of the Code. The opinion expressed herein
is not binding on the IRS; and there can be no assurance that the IRS will not
take a position contrary to the opinion expressed herein. Furthermore, no
assurance can be given that our interpretation would be upheld if the issues
were to become the subject of judicial proceedings.

We have not considered any non-income tax, state, or local income tax
consequences. Accordingly, we do not express any opinion regarding the
treatment on any non-income tax or any state or local tax issues. We also
express no opinion on non-tax issues, such as personal property transactions or
securities law matters.

Should there be any change in the Code, the regulations, the published rulings,
and the judicial interpretations, the opinion expressed herein must be
reevaluated in light of any such changes.

FACTS

Our opinions are based upon the following facts. Any alterations of such facts
could adversely effect our opinion.

A. History of Wintrust and Surviving Companies

Wintrust, LFB, HB, and LB are bank holding companies formed in the Chicago
metropolitan area over the last four years. Each of these bank holding
companies was capitalized through private placements of common stock. Common
ownership among these bank holding companies ranges from 30 - 50 percent. The
majority of the remaining stock is held by residents of the local communities
served by that particular bank.

2
<PAGE> 3

July 19, 1996

Each bank has been designed to be a true community bank. Each was formed in
response to the past and current consolidation trend in banking industry which
has resulted in no true community banks left to serve local areas. Before the
opening of these banks, banking alternatives in these areas were limited to
branches of large, national or multinational financial institutions. The
operating philosophy of the banks is to provide a strong level of personal
service with quality products delivered through traditional and state of the
art systems. Management and Directors of each of the banks are local
residents. Each bank's core deposit bases are retail in nature. Approximately
one half of their potential lending capacity has been traditional lending
products.

1. North Shore Community Bancorp (Wintrust)

Wintrust is the parent company of North Shore Community Bank & Trust Co. The
bank, which opened in September of 1994, originally served the communities of
Wilmette and Kenilworth. Recently, the bank opened a full service branch in
Glencoe and construction is currently underway for a full service branch
location in Winnetka. Total assets as of December 31, 1995 amounted to about
$105 million.

As of December 31, 1995, Wintrust had outstanding 246,855 shares of no par
common shares at $1 each (with 400,000 shares authorized), and 5,000 warrants
convertible to the no par common stock. Each warrant entitles the holder to
acquire one share of common stock at a purchase price of $50.

Effective September 16, 1994 Wintrust adopted a Stock Option Plan (Plan) which
provides options to purchase a total of up to 31,500 shares of its common
stock. The Plan covers certain key employees, and permits the grant of
incentive stock options, non-qualified stock options, and restricted stock.
The incentive and non-qualified options expire at such time as determined at
the time of grant; however, in no case they will be exercisable later than ten
years after the grant. These options generally vest 10% in the first year
after the grant, 10% in the second year after to the grant, 20% in the year in
which the company attains certain profitability levels, and 20% in each year
thereafter. As of December 31, 1995, options to purchase a total of 29,100
shares of common stock were granted, with strike prices ranging from $50 - $75
per share.

In December 1995, Wintrust's Board of Directors approved the granting of 9,614
additional common stock options to employees and certain directors. The grants
are subject to the approval of the stockholders to increase the number of
authorized shares under the Plan by 20,000 to accommodate such grants.
Stockholder approval was received in the first quarter of 1996. As of December
31, 1995, none of the stock options to purchase 29,100 shares of common stock
have been exercised.

3
<PAGE> 4

July 19, 1996

Wintrust also has a stock rights plan for certain key employees and Directors.
Each stock right entitles the holder to purchase one share of the Bancorp's
common stock for $40.00 per share. The plan was adopted on December 1, 1993
and expires on December 1, 2003. The plan provides for the issuance of a total
of 20,000 such rights. All of the stock rights have been awarded. As of
December 31, 1995, none of the stock rights to purchase 20,000 shares of common
stock have been exercised.

2. Lake Forest Bancorp, Inc. (LFB)

LFB is the parent company of Lake Forest Bank & Trust Company, which opened on
December 27, 1991. Total assets as of December 31, 1995 amounted to about $197
million. Lake Forest currently serves the communities of Lake Forest and Lake
Bluff through four locations.

As of December 31, 1995, LFB had outstanding 160,605 shares of $1 par value
common shares (200,000 shares authorized), and 1,700 convertible preferred
stock. Each share of preferred stock is convertible into 1.5 shares of common
stock.

LFB has a 1991 Stock Option Plan and a 1993 Stock Option Plan (Plans) which
provide options to purchase a total of up to 37,865 shares of its common stock.
The Plans cover substantially all of its employees, and permit the grant of
incentive stock options, non-qualified stock options, and restricted stock.
The incentive and non-qualified options expire at such time as determined at
the time of grant; however, in no case will they be exercisable later than ten
years after the grant. The options generally vest at a rate of 10% in the
first year after the grant, 10% in the second year after the grant, and
continue to vest 20% in the year in which the bank attains certain
profitability levels, and 20% in the subsequent three years, if the Company is
profitable. As of December 31, 1995, options to purchase a total of 35,369
shares of common stock were outstanding with strike prices ranging from $61 -
$90 per share.

3. Hinsdale Bancorp, Inc. (HB)

HB is the parent company of Hinsdale Bank & Trust Co., a bank organized and
opened in October of 1993. Total assets as of December 31, 1995 amounted to
about $115 million. It serves the communities of Hinsdale, Burr Ridge,
Clarendon Hills and Western Springs through two existing locations. Plans are
currently underway to open two more facilities in 1996. As of December 31,
1995, HB had outstanding 206,037 shares of no par common shares at $1 each
(with 350,000 shares authorized), 5,000 common stock Series A warrants, and
5,000 common

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July 19, 1996

stock Series B warrants. Each Series A warrant entitles the holder to acquire
one share of common stock at a purchase price of $50. Each Series B warrant
entitles the holder to acquire one share of common stock at a price of $31.50.
The Series B warrant have a ten-year life and were issued to the holders of
convertible preferred stock that were redeemed in a 1993 recapitalization plan.

Effective October 28, 1993, HB adopted a Stock Option Plan (Plan) which
provides options to purchase a total of up to 25,000 share of its common stock.
The Plan covers certain key employees, and permits the grant incentive stock
options, non-qualified stock options, and restricted stock. The incentive and
non-qualified options expire at such time as determined at the time of grant,
however, in no case will they be exercisable later than ten years after the
grant. These options generally vest 10% in the first year after the grant, 10%
in the second year subsequent to the grant, 20% in the year in which the bank
attains certain profitability levels, and 20% in each year thereafter.

In December 1995, the Board of Directors approved the granting of 10,550
additional common stock options to employees and directors of the company. The
grants are subject to the approval of the stockholders to increase the number
of authorized shares under the Plan by 15,000 to accommodate such grants.
Stockholder approval was received in the first quarter of 1996.

As of December 31, 1995, options to purchase a total of 21,575 shares of common
stock were outstanding with a strike price ranging from $50 - $65 per share.

4. Libertyville Bancorp, Inc. (LB)

LB is the parent company of Libertyville Bank & Trust Co., a bank organized and
opened in October of 1995. As of December 31, 1995 the bank had total assets
of about $37 million. It serves the communities of Libertyville, Mundelein and
Vernon Hills, Strategically, this bank will target all of Northwest Lake
County Illinois, one of the fastest growing counties in the country.

As of December 31, 1995, LB had outstanding 201,689 shares of no par common
stock (with 350,000 shares authorized), 24,000 shares of Series B convertible
preferred stock and, 20,000 Series B Common Stock warrants, and 5000 Series A
common stock warrants.

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July 19, 1996

Both the Series B preferred stock and the Series B common stock warrants were
issued in a 1995 recapitalization.

The Series B Preferred Stock is non-voting and will pay no dividends for a
period of at least ten years from issuance and thereafter, dividends, if any,
will not be cumulative. Each share of Series B Preferred Stock is convertible
into one share of common stock. The Series B Common Stock Warrants have a ten
year life. Each warrant entitles the holder to purchase one share of the
common stock at a purchase price of $40 per share.

Each Series A common stock warrant entitles the holder to purchase one share of
common stock at $50 per share.

Effective November 21, 1995, LB adopted a Stock Option Plan (Plan) which
provides options to purchase a total of up to 32,000 shares of its common
stock. The Plan covers certain key employees, and permits the grant of
incentive stock options, non-qualified stock options, and restricted stock.
The incentive and non-qualified options expire at such time as determined at
the time of grant; however, in no case shall they be exercisable later then ten
years after the grant. The Company has granted a total of 20,700 options at
$50 per share. These options vest 10% in 1996, 10% in 1997, 20% in the year in
which the bank attains certain profitability levels, and 20% in each year
thereafter. As of December 31, 1995, no stock option was exercised.

5. Crabtree Capital Corporation (Crabtree)

Crabtree is a privately held financial services company, which was formed in
September 1979, and adopted its present name in August 1985. Its major
business is providing insurance premium financing through its wholly owned
subsidiary, First Premium Services, (First Premium). The financing receivables
generated are sold to an independent third party securitization facility
through a wholly owned subsidiary of First Premium. First Premium, has a
running portfolio in the $125 million range. The financing receivables
generated are short term in nature and bear an interest rate of Prime plus 2%
to 3% point. The effective funding cost to First Premium is in the range of
three month Libor plus 1% to 2% point.

Crabtree also has other subsidiaries, which will be merged or liquidated into
First Premium or Crabtree sometime before the merger transaction contemplated
herein. On an aggregate basis, Crabtree has about $18 to $19 million in tax
net operating losses. Crabtree's goal is to expand its premium finance
business. As of December 31, 1995, Crabtree had a total assets of about $19
million on a consolidated basis.

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July 19, 1996

As of December 31, 1995, Crabtree had outstanding 1,025,266 shares of $1 par
value common stock (with 2,000,000 shares authorized).

Effective October 1987, Crabtree adopted a Stock Option Plan (Option Plan) and
a Stock Appreciation Rights Plan (SAR). As of December 31, 1995, options to
purchase up to 275,000 common shares and 200,000 stock appreciation rights may
be granted under the plans.

The Option Plan provides for the granting of incentive stock options,
non-qualified stock options and the sale of restricted stock to key employees.
In addition, the Option Plan provides that SARs may be granted on conjunction
with any option granted pursuant to this Plan. No SARs are outstanding as of
December 31, 1995.

Options and SARs granted have a maximum duration of 10 years. As of December
31, 1995, options to purchase a total of 63,225 shares of common stock were
outstanding with a strike price ranging from $7 - $25 per share.

During 1990, two senior officers of Crabtree purchased 60,000 shares of stock
at $5 per share under a Permanent Discount Plan. This stock was purchased with
a permanent discount of $20 per share. Under this plan, gains on the stock
accrue to the holders only if the value of the stock exceeds $25 per share.

Effective July 1992, First Premium established an employee stock option plan
which provides options to purchase up to the total of 2,300 shares of common
stock. On July 20, 1992, incentive options to purchase 1,663 shares were
granted to certain employees at an exercise price of $400 per share. Options
under this grant vest over 4 years and must be exercised within 10 years of the
grant date.

THE PLAN OF REORGANIZATION

The management of Wintrust and Surviving Companies believe that the proposed
transactions will allow them to have a greater access to capital sources, to
expand operations, to allocate and share personnel and capital resources more
effectively, and to provide a wider range of financial services to their
customers. Crabtree is considered a strategic match with the banks since its
expertise in asset securitization should complement the banks' excess asset
strategies.

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July 19, 1996

In furtherance of these purposes, Wintrust formed (1) LFBII, a Delaware
corporation, (2) HBII, an Illinois corporation, (3) LBII, an Illinois
corporation, and (4) Crabtree II, a Delaware corporation (all of which
sometimes referred to herein collectively as the Merging Companies or
individually as the Merging Company). Wintrust owns all of the stock in each
Merging Company. The Merging Companies were formed solely for the purposes of
consummating the proposed transactions.

Wintrust, Surviving Companies and Merging Companies entered into the Agreements
which provide that Wintrust will acquire Investments, LFB, HB, LB and Crabtree
by a merger of (1) LFBII with and into LFB, (2) HBII with and into HB, (3) LBII
with and into LB, and (4) Crabtree II with and into Crabtree. The Agreements
and the transactions contemplated thereby are subject to approval by the
requisite vote of shareholders of each of the Merging Companies and Surviving
Companies. If the statutory merger is effected, the separate existence of each
of the Merging Companies shall cease and the existence of each of the
Surviving Companies shall continue unaffected and unimpaired by the merger with
all the rights, privileges, immunities and powers and subject to all the duties
and liabilities of a duly organized corporation. As a result of the merger,
all of the assets and rights of each Merging Company will be vested in the
respective Surviving Company; and all liabilities and obligations of the
Merging Company will be assumed by the respective Surviving Company. The
parties involved in the transactions will each bear their own respective
expenses incurred in the proposed transactions.

Pursuant to the Agreements and as of the close of business on the day when
appropriate articles of merger are filed and certificates of merger are issued
(the Effective Date), each of the shareholders of the Surviving Companies shall
exchange their shares of common stock for shares of the common stock of
Wintrust as follows:

(a) LFB Conversion. Each share of the common stock, par value
$1.00 per share, of LFB (the "LFB Common Stock") issued and
outstanding immediately prior to the Effective Date shall be
converted into the right to receive 9.67334 shares (the "LFB
Conversion Ratio") of the common stock, no par value of
Wintrust;

(b) HB Conversion. Each share of the common stock, no par value
of HB (the "HB Common Stock") issued and outstanding
immediately prior to the Effective Date shall be converted
into the right to receive 6.03398 shares (the "HB Conversion
Ratio") of the common stock, no par value of Wintrust;

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July 19, 1996

(c) LB Conversion. Each share of the common stock, no par value
per share, of LB (the "LB Common Stock") issued and
outstanding immediately prior to the Effective Date shall be
converted into the right to receive 4.02578 shares (the "LB
Conversion Ratio") of the common stock, no par value of
Wintrust;

(d) Crabtree Conversion. Each share of the common stock, par
value $1.00 per share, of Crabtree (the "Crabtree Common
Stock") issued and outstanding immediately prior to the
Effective Date shall be converted into the right to receive
1.18332 shares (the "Crabtree Conversion Ratio") of the common
stock, no par value of Wintrust.

The conversion ratios (as described herein) are the result of arm's-length
negotiations among Wintrust, the Merging Companies, and the Surviving Companies
and are intended to produce approximate equality between the fair market value
of the shares of Wintrust received by the shareholders of the Surviving
Companies and the fair market value of the shares of common stock of the
Surviving Companies converted thereinto.

To avoid the expense and inconvenience of issuing fractional shares, no
fractional shares of Wintrust will be issued pursuant to the merger. Any
holder of shares of common stock of a Surviving Company who would have been
entitled to receive a fractional share will receive, in lieu thereof, an amount
of cash equal to the value of the fraction of a share of Wintrust common stock
to which such holder of shares would otherwise be entitled.

Dissenters' rights will be available to holders of shares of common stock of
the Surviving Companies. The dissenting shareholder's shares will not be
converted into shares of Wintrust, but will receive the value of the shares in
cash.

With respect to the current, outstanding convertible preferred stock in LFB,
and LB managements of these Surviving Companies has represented that the
holders of the preferred stock will convert such stock into shares of common
stock of LFB, and LB as the case may be, prior to the Effective Date of the
mergers. The holders of the convertible preferred stock will then exchange
their shares of common stock for shares of the common stock of Wintrust
according to the conversion ratios described herein.

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July 19, 1996

The current, outstanding warrants (the "Warrants") at Wintrust, HB, LB and
First Premium, Inc., a wholly owned subsidiary of Crabtree, provide in part for
each holder the right to convert the Warrant to either Wintrust Common Stock,
HB Common Stock, LB Common Stock or First Premium Services, Inc. Common Stock
as the case may be. The Warrants will be contributed on the Effective Date
(immediately prior to the consummation of the proposed merger) by the holders
thereof to Wintrust in exchange for a combination of Wintrust Common Stock and
Warrants to acquire Wintrust Common Stock ("Wintrust Warrants"). The basis of
such exchange is reflective of the conversion and exchange ratios applicable to
the shares underlying such outstanding warrants.

The current LFB, HB, LB and Crabtree stock rights plans and/or option plans
(the "Rights/Option Plan") provide in part for the holders to convert the
rights and/or options into either LFB Common Stock, HB common Stock, LB Common
Stock or Crabtree Common Stock as the case may be. Respective managements of
the Surviving Companies have represented that the options and/or rights were
granted in connections with the performance of prior, current and future
services. As of the Effective Date of the merger, each of the Rights/Option
Plans at LFB, HB, LB and Crabtree will be amended to provide for the holders
the right to convert the rights and/or options into Wintrust's stock at a fixed
conversion ratio similar to the conversion ratio established for the LFB Common
Stock, the HB Common Stock, the LB.

Common Stock and the Crabtree Common Stock. Neither the rights or options to
purchase LFB, HB, LB or Crabtree stock nor the substitute rights or options to
purchase Wintrust shares have a readily ascertainable fair market value within
the meaning of Section 1.83-7(b) of the Regulations.

As of the Effective Date, the fair market value and the adjusted basis of the
assets of each of the Merging Companies will exceed the sum of its liabilities
and all such liabilities to which its assets are subject. There is not at the
present time and will not be at the Effective Time any intercorporate
indebtedness between and among Wintrust, a Merging Company and its respective
Surviving Company that is or will be issued, acquired, or settled at a
discount.

At the Effective Date, the Surviving Companies will not have outstanding any
warrants, options, convertible securities, or any other type of right pursuant
to which any person could acquire stock in the Surviving Companies that, if
exercised or converted, would affect Wintrust's acquisition or retention of
control of each Surviving Company, as defined in section 368(c) of the Code.

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July 19, 1996

After the proposed merger, each Surviving Company will continue its business in
a substantially unchanged manner and will use the assets of the Merging Company
in the business. There is no plan or intention to cause any of the Surviving
Companies to dispose of all or any substantial portion of its business or
assets. Wintrust has no plan or intention to redeem or otherwise reacquire
after the proposed mergers a significant number of share of its common stock to
be issued pursuant to the mergers. Wintrust has no plan or intention to
liquidate any of the Surviving Companies, to merge any Surviving Company with
or into another corporation, or to sell or otherwise dispose of the stock of
any Surviving Company. To the best of the knowledge of the respective
management of Wintrust, Merging Companies and Surviving companies, there is no
plan or intention, and we assume for purposes of this opinion that there is no
such plan or intention, on the part of shareholders of the Surviving Companies
to sell or otherwise dispose of a significant number of shares of Wintrust to
be received by them pursuant to the mergers.

Managements of Wintrust and Surviving Companies also have represented that none
of the companies are undiversified investment company under Section
368(a)(2)(F)(iii) and (iv) of the Code. An undiversified investment company is
an investment company more than 25 percent of whose assets (excluding cash,
cash equivalents, receivables and U.S. Government securities) are invested in
the stock and securities of one issuer or more than 50 percent of the value of
whose total assets are invested in the stock or securities of five or fewer
issuers. A special look-through rule is provided for 50 percent-owned
subsidiaries under which the parent company will be deemed to own its ratable
share of such subsidiary's assets directly.

An investment company is defined as a regulated investment company, a real
estate investment trust, or a corporation more than 50 percent of its assets
(excluding cash, cash equivalents, receivables and Government securities)
consist of stock securities (and, for this purpose, includes rights, warrants,
options, and commodity futures contracts), and more than 80 percent of its
assets are held for investment.

DISCUSSION

A. Section 368 (a) (2)(E) Merger

Section 368(a)(2)(E) of the Code provides, in part, that a transaction
otherwise qualifying as a statutory merger under section 368(a)(1)(A) will not
be disqualified by reason of the facts that stock of a controlling corporation
(i.e., the corporation which before the merger was in control of the merged
corporation) is used in the transaction if: 1) after the transaction, the
corporation surviving the merger (i.e., surviving corporation) holds
substantially all of its properties and of

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July 19, 1996

the properties of the merged corporation, and 2) in the transaction, former
shareholder of the surviving corporation exchanged an amount of stock in the
surviving corporation that constitutes control of the corporation solely for
voting stock of the controlling corporation. In essence, to qualify as a tax
free reorganization under Section 368(a)(2)(E), the following statutory
requirements must be met:

1) The merger must be accomplished in the strict compliance with
the corporation laws of the United States, a state or
territory of the United States, or the District of Columbia.
Treasury Regulation Section 1.368-2(b)(1).

2) The shareholders of the surviving corporation must receive
voting stock of the controlling corporation in exchange for an
amount of stock in the surviving corporation that constitutes
"control", (i.e., stock possessing 80% of the surviving
corporation's voting power and 80% of each class of nonvoting
stock). Code Section 368(c).

3) After the transaction, the surviving corporation must hold
substantially all of its properties and of the properties of
the merged corporation. For IRS ruling purposes,
substantially all means 90% of the fair market value of net
assets of each corporation and 70% of the fair market value of
the gross assets of each corporation. Revenue Ruling 77-307,
1977-2 CB 117.

4) The merged corporation must be a first-tier subsidiary of the
controlling corporation.

In addition to the expressed statutory language, the reorganization must also
meet judicially imposed requirements before it can qualify as a tax free
reorganization. These requirements are the continuity of interest doctrine,
the continuity of business enterprise doctrine, and the business purpose
doctrine.

1. Strict Compliance with Merger Laws

Under the proposed transactions, the Merging Companies will merge into the
Surviving Companies in accordance with the applicable provisions of the
Illinois Business Corporation Act and the Delaware General Corporation Law.
Legal counsel of the Merging Companies and the Surviving Companies has informed
us that the mergers will be in strict compliance with the corporation laws of
Illinois and Delaware. Accordingly, the requirement of a statutory merger
contemplated by the transactions will be met.

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July 19, 1996

2. Definition of Control

With respect to the control requirement, the controlling corporation must
obtain at least 80% of the voting power and 80% of each class of nonvoting
stock of the surviving corporation by issuing its voting stock in the merger.
This means approximately up to 20% of the consideration issued by the
controlling corporation can be non-voting stock or non-stock property, since
only an amount of stock constituting control of the surviving corporation need
be acquired for voting stock of the controlling corporation. Stock in the
surviving corporation that is owned by the controlling corporation before the
merger can adversely affect the transaction. If the controlling corporation
owns over 20% of the stock of the surviving corporation before merger, the
transaction will fail the control requirement of Section 368(a)(2)(E). The
regulations under Section 368(a)(2)(E) take a liberal view in determining how
much stock of the surviving corporation is outstanding in determining the
control requirement. Regulation Section 1.368-2(j)(3)(i) state that even if
the surviving corporation redeems some of the stock (with its own assets) as
part of the merger plan, the redeemed stock is generally not taken into account
in determining if the controlling corporation has obtained control in the
transaction.

As of December 31, 1995, the outstanding capital structures of the Surviving
Companies, on a common share equivalent basis are as follows:

<TABLE>
<CAPTION>
LFB HB LB CRABTREE
--- -- -- --------
<S> <C> <C> <C> <C>
Common stock - shares
outstanding 160,605 206,037 201,689 1,025,266

Convertible Preferred
Stock 2,850 24,000

Warrant A 5,000 5,000
Warrant B 5,000 20,000

Options - granted 35,369 21,575 63,225
Options - approved
but not granted 10,550
------- ------- ------- ---------

Total 198,524 248,162 250,689 1,088,491
======= ======= ======= =========
</TABLE>

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July 19, 1996

The respective managements of the Surviving Companies have represented that
other than the preferred stock, warrants and options specifically described
above, the Surviving companies do not and will not have outstanding any other
warrants, options, convertible securities, or any other type of right pursuant
to which any person could acquire stock in the Surviving Companies. The
managements also have represented that any cash paid to dissenting shareholders
with respect to the proposed transactions together with any cash paid in lieu
of fractional shares will be less than 10% of the total consideration paid to
the shareholders of each Surviving Company.

Based on the capital structures (as represented by managements of the Surviving
companies), the 80 percent control requirement should be met. With a limited
number of dissenting shareholders and the exchange of the common stock by
holders of convertible preferred stock, Wintrust will acquire more than 80
percent of the stock of each Surviving Company solely for its voting stock.

3. Substantially All of the Assets

For IRS ruling purposes, "substantially all" means at least 90 percent of the
fair market value of the net assets and at least 70 percent of the fair market
value of the gross assets of each of the Surviving and Merging Companies. Rev.
Proc. 77-37, 1977-2 C.B. 568.

In determining whether the surviving corporation continues to hold
substantially all of its properties and substantially all of the properties of
the merged corporation, the following rules apply:

1) If the surviving corporation used any of its own assets as
acquisition consideration (such as using its own cash to
redeem its shareholders), the property is taken into account
in determining if the surviving corporation continues to hold
substantially all of its properties. Regulation Section
1.368-2(j)(3)(iii).

2) Cash or properties contributed by the controlling corporation
to the merged corporation to pay off dissenters, round off
fractional shares, and pay reorganization expenses are not
taken in to account in the determining whether the
substantially all requirement has been met. Revenue Ruling
77-307, 1977-2 C.B. 117.

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July 19, 1996

3) Assets contributed by the controlling corporation that passed
from the merged corporation to the surviving corporation,
which is then distributed to the shareholders of the
surviving corporation (i.g., voting stock of the controlling
corporation) are not taken into consideration in determining
if the surviving corporation continues to hold substantially
all of the merged corporation's assets.

Respective managements of Wintrust, Surviving Companies and Merging Companies
have represented that after the merger, each Surviving Company will hold at
least 90 percent of the fair market value of the net assets and at least 70
percent of the fair market value of the gross assets held by each Surviving
Company and the respective Merging Company immediately before the merger. For
purposes of the representations, amounts to pay dissenters, if any, amounts to
pay reorganizations expenses, and redemptions and distributions (except for
regular, normal dividends) made immediately preceding the merger will be
included as assets of the Surviving Companies or Merging Companies,
respectively, immediately prior to the merger.

4. First-tier Subsidiaries

LFBII, HBII, LBII, and Crabtree II are wholly owned first-tier subsidiaries of
Wintrust. Therefore, the requirement that the merged corporation must be a
first-tier subsidiary will be met.

5. Continuity of Interest

The continuity of interest doctrine requires that the shareholders of the
surviving corporation obtained a substantial proprietary interest in the
controlling corporation. For ruling purposes, the IRS will recognize the
continuity of interest requirement as satisfied if the former shareholders of
the surviving corporation hold stock of the controlling corporation
representing at least 50% of the value of the stock of the surviving
corporation. Revenue Procedure 77- 37,1977-2C.B.568.

Due to the statutory imposed control (80%) requirement, the continuity of
interest doctrine should be met, provided there is no plan or intention on the
part of the shareholders of the surviving corporation to sell, exchange, or
otherwise dispose of shares of stock of the controlling corporation to be
received in the transaction that would reduce their ownership in the
controlling corporation to a number of shares having a value of less than 50%
of the value of all of the outstanding stock of the surviving corporation on
the date of the merger. For purpose of this 50% determination, shares of stock
in the surviving corporation exchanged for cash or other

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July 19, 1996

properties, surrendered by dissenters, or exchanged for cash in lieu of
fractional shares will be treated as outstanding stock of the surviving
corporation on the date of the merger.

The managements of Wintrust, Surviving Companies and Merging Companies know of
no plan or intention on the part of the shareholders of the Surviving Companies
to sell or otherwise dispose of a number of shares of Wintrust common stock to
be received in the proposed transaction which will reduce the holding to a
number of shares having, in the total, a value (based on the fair market value
immediately prior to the merger) of less than 50 percent of the total value of
the stock of each Surviving Company outstanding immediately prior to the
merger. The management knows of no plan or intention on the part of those
shareholders who beneficially own five percent or more of stock of any
Surviving Company to sell, exchange or otherwise dispose of any of Wintrust
stock to be received in the transaction.

Wintrust also has no plan or intention to redeem or otherwise reacquire its
common stock to be issued in the transaction.

Based on the foregoing representations, the continuity of interest requirements
will be met.

6. Continuity of Business Enterprise

The continuity of business enterprise doctrine requires that the surviving
corporation in a reorganization either continue a significant line of the
historic business of the merged corporation or use a significant portion of the
merged corporation's historic assets in a business. Treasury Regulation
Section 1.368-1(d)(2). This rule ensures that a tax-free reorganization is
limited to readjustments of the continuing interest in property under a
modified corporation form. Regulation Section 1.368-1(b). Under the
regulations, a corporation's historic business is the business it has conducted
most recently. However, a corporation's historic business is not one the
corporation enters into as part of a plan of reorganization. The continuity of
business enterprise requirement may also be satisfied if the surviving
corporation used a significant portion of the merged corporation's historic
business assets, which may include stock and securities and intangible
operating assets. The determination of whether the retained assets are
significant is based on the relevant importance of the assets to the operation
of the business.

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July 19, 1996

Regulation Section 1.368-1(d)(4). We are not aware of any case or ruling
specifically addresses the application of the continuity of business enterprise
doctrine in a merger under Section 368(a)(2)(E). In Letter Ruling 9604024
(November 1, 1995), the surviving corporation sold certain assets which
represented less than 50 percent of the total fair market value of its assets
as part of the contemplated transactions. The IRS, without elaborating the
application, held that the sale did not violate the continuity of business
enterprise requirement in a Section 368(a)(2)(E) merger. The continuity of
business enterprise requirement, however, should be effectively met due to the
substantially all requirement under the statue, provided the surviving
corporation will continue its historic business or use a significant portion of
its business assets and the assets of the merged corporation in a business.

Because it has been represented to us that after the proposed transactions each
Surviving Company will not dispose of any substantial portion of its assets and
the assets of the Merged Company; and that each Surviving Company will continue
its historic business in a substantially unchanged form, it is our opinion that
the requirement of continuity of business enterprise will be met.

7. Business Purpose

The business purpose doctrine requires that a reorganization have a bona fide
business purpose other than the avoidance of tax. A plan which has no business
or corporate purpose will not be considered a plan of reorganization. Treasury
Regulation Section 1.368-1(c). It has been represented to us that the purpose
of the proposed merger is to allow the group to a greater access to capital
sources, to facilitate its expansion, to allocate personnel and capital
resources more effectively, and to provide a wider range of financial services
to their customers.

The combination of the member banks and Crabtree is considered a strategic
match. Crabtree's premium finance receivables, coupled with the member banks'
lower cost of funds, should provide immediate increase in profit to the
combined entities. Furthermore, Crabtree's expertise in the areas of asset
securitization should fit nicely into the banks' excess asset strategies.

As part of the merger, the Surviving Company will arrange $20 million in bank
debt in the form of a line of credit. Proceeds of the debt will be used to
retire existing holding company debts and to fund interim growth until the
completion of a public offering.

Based on the forgoing purposes, it is our opinion that the requirement of a
business purpose should be met.

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July 19, 1996

B. Stock Options/Rights to Employees

Section 83 of the Code provides the rules for the taxation of nonstatutory
stock options transferred to an individual in connection with the performance
of services. Under section 83 (e)(3), the recipient of an option does not
recognize income if the option granted does not have a readily ascertainable
fair market value.

For options that are not actively traded on an established market, such as the
American Stock Exchange, Regulation Section 1.83-7 (b)(2) provides that these
options do not have a readily ascertainable fair market value unless the fair
market value can be otherwise measured with reasonable accuracy. The
regulations create an irrebuttable presumption that an untraded option does not
have a readily ascertainable fair market value unless four conditions are met:

(1) The option is transferable by the holder,

(2) The option is exercisable immediately in full by the holder,

(3) Neither the option nor the underlying stock is subject to any
restrictions that have a significant effect upon the value of
the option; and

(4) The fair market value of the "option privilege" is readily
ascertainable.

The effects of the foregoing requirements is that untraded options generally do
not have readily ascertainable fair market value when granted.

Regulations provide that because the option does not have a readily
ascertainable fair market value at the time of grant, income will be recognized
at the time the option is exercised or otherwise disposed of and not at the
time of grant. Accordingly, any substitute options which do not have readily
ascertainable fair market value will not be taxable as compensation when
granted.

18
<PAGE> 19

July 19, 1996

C. Exchange of Warrants for Wintrust Stock and Wintrust Warrants

1. Stock

The exchange of the Warrants for common stock of Wintrust should be tax free if
the Warrants were not issued in connection with services and if the following
requirements of Section 351 are met:

(a) The Warrants constitute property.

(b) Properties are transferred to a corporation by one or more
persons (the transferors). In return, the transferors of
property receive stock of the corporation (either stock alone
or stock plus cash or any other property), and

(c) Immediately after the exchange, the property transferors, as a
group, control the corporation (i.e., at least 80% of the
total combined voting power of all classes of stock entitled
to vote, and at least 80% of the total number of shares of all
other classes of stock, meaning in the IRS's view, each class
of non-voting stock).

Section 351, therefore, does not apply unless the Warrants constitute property
and the transferors hold at least 80% of the stock of Wintrust after the
transfer. After the transfer, the Warrant holders, standing alone, will hold
less than 80% of the common stock of Wintrust. Accordingly, standing alone,
the transfer of Warrants would not qualify for Section 351 treatment and would
generate taxable gain for the holder of the Warrants.

In IRS Letter Ruling 9143025 (July 24, 1991), a target transferor transferred a
portion (but less than substantially all) of its assets to an acquiring company
in exchange for 22.5% of the acquiring company's stock. In addition, the
acquiring corporation formed a new subsidiary and merged the new subsidiary
into a second target. In effect, the second target became a wholly-owned
subsidiary of the acquiring corporation and its shareholders received 77.5% of
the stock of the acquiring corporation's stock in a Section 368(a)(2)(E)
merger. The IRS noted that the new subsidiary is a transitory entity. If the
new subsidiary and its role in the reverse triangular

19
<PAGE> 20

July 19, 1996

merger is disregarded, shareholders of the second target, in substance, have
transferred property (second target's stock) for acquiring company's stock.
The IRS further stated that as Congress adopted Section 368(a)(2)(E) to address
the tax consequences of reverse triangular mergers, the tax consequences of
that merger, therefore, must flow from Section 368(a)(2)(E) rather than from
Section 351. The IRS went on to say, however, that solely for purposes of
determining whether the 80% requirement has been met so as to qualify the
target transferor for treatment under Section 351, the second target's
shareholders will be considered transferors described in Section 351, and
accordingly, the second target's shareholders' ownership of acquiring company's
common stock will be included in the control determination. The combined
ownership of the transferors, so computed, exceeds 80%.

Based on this letter ruling, the transfer of the Warrants in exchange for
common stock of Wintrust should be tax-free if the Warrants constitute property
and if the Warrants and the former shareholders of the surviving companies will
collectively own at least 80% of the total combined voting power and at least
80% of the total number of shares of all other classes of stock of Wintrust.

For purposes of Section 351, the IRS has held that Warrants should constitute
property, and therefore, the transfer of Warrants was eligible for tax-free
treatment. In Letter Ruling 8440096, shareholders of a bank contributed their
shares, and certain shareholders who also owned bank corporation options
contributed the options to a new holding company, all in exchange for the
holding company's common stock. The exchange of the bank options for the stock
of the holding company as part of the overall transaction was treated as
tax-free under Section 351.

2. Warrants

The receipt of the Wintrust Warrants in exchange for existing Warrants is
taxable to the Warrant holders in an amount equal to the value of the Wintrust
Warrants received. The receipt of the Wintrust Warrants is taxable, since they
are not equivalent to stock and hence do not qualify for tax-free treatment
under Section 351.

CONCLUSIONS

Based on the foregoing information, we are of the opinion that:

1) Provided (1) that each merger of LFBII with and into LFB, HBII
with and into HB, LBII with and into LB, and Crabtree II with
and

20
<PAGE> 21

July 19, 1996

into Crabtree qualifies as a statutory merger under applicable
state law, (2) that after the transaction, each Surviving
Company will hold substantially all of its assets and the
assets of the respective Merging Company, and (3) that in the
transaction, the shareholders of each Surviving Company
exchange an amount of stock constituting control of the
Surviving Company (within the meaning of section 368(c)) solely
for Wintrust's voting common stock, each proposed merger will
constitute a reorganization within the meaning of section
368(a)(1)(A) of the Code. The reorganization will not be
disqualified by reason of the fact that the voting stock of
Wintrust will be used in the merger (section 368(a)(2)(E)).
For purposes of this opinion, "substantially all" means at
least 90 percent of the fair market value of the net assets and
at least 70 percent of the fair market value of the gross
assets of each of the Surviving and Merging Companies.
Wintrust, and each of the Surviving Companies and Merging
Companies will each be a "party to a reorganization" within the
meaning of section 368(b) of the Code.

2) No gain or loss will be recognized to each Merging Company
upon the transfer of its assets to the Surviving Company in
exchange for the Surviving Company stock (section 361(a)).

3) No gain or loss will be recognized to the Surviving Company
upon the receipt of the assets of the Merging Company in
exchange for the Surviving Company stock (section 1032(a)).

4) The basis of the Merging Company's assets in the hands of the
Surviving Company will be the same as the basis of those
assets in the hands of the Merging Company immediately before
the transaction (section 362(b)).

5) The holding period of the assets of the Merging Company in the
hands of the Surviving Company will include the period during
which such assets were held by the Merging Company (section
1223(2)).

21
<PAGE> 22

July 19, 1996

6) No gain or loss will be recognized to Wintrust upon the
receipt of the Surviving Company common stock solely in
exchange for the Merging Company stock (section 354(a)(1)).

7) No gain or loss will be recognized to the Surviving Company
shareholders upon the receipt of stock, solely in exchange for
their shares of Surviving Company stock (section 354(a)(1)).

8) The basis of Wintrust stock to be received by the Surviving
Company shareholders, including any fractional shares to which
they may be entitled, will be the same as the basis of the
Surviving Company stock surrendered in exchange therefor
(section 358(a)(1)).

9) The holding period of Wintrust stock to be received by the
Surviving Company shareholders, including any fractional
shares to which they may be entitled, will include the holding
period of the Surviving Company stock surrendered in exchange
therefor, provided that the Surviving Company stock was held
as a capital asset on the date of the exchange (section
1223(1)).

10) Pursuant to section 381(a) of the Code and section 1.381(a)-1
of the Income Tax Regulations, the Surviving Company will
succeed to and take into account the items of Merging Company
described in section 381(c) of the Code, subject to the
provisions and limitations specified in sections 381, 382,
383, 384, and 1502 of the Code and the regulations thereunder.

11) The Surviving Company will succeed to and take into account
the earnings and profits, or deficit in earnings and profits,
of the Merging Company as of the date of the transfer. Any
deficit in earnings and profits of the Merging Company will be
used only to offset the earnings and profits accumulated after
the date of the transfer (section 381(c)(2) of the Code and
section 1.381(c)(2)-1 of the regulations).

22
<PAGE> 23

July 19, 1996

12) Where a shareholder of the Surviving Company dissents to the
proposed transaction and receives solely cash in exchange for
his or her Surviving Company stock, such cash will be treated
as having been received by the shareholder as a distribution
in redemption of his or her stock subject to the provisions
and limitations of section 302 of the Code. Where as a result
of such distribution, the Surviving Company shareholder
neither holds any stock of Wintrust directly, nor is deemed
to own any such stock under the constructive ownership rules
of section 318(a), the redemption will be a complete
termination of interest within the earning of section
302(b)(3) and will be treated as a distribution in full
payment in exchange for the shares redeemed as provided in
section 302(a). Accordingly, such shareholders will recognize
gain or loss under section 1001 measured by the difference
between the amount of cash received and his or her adjusted
basis in the Surviving Company stock surrendered.

13) The payment of cash in lieu of fractional shares of Wintrust
stock will be treated as if the fractional shares were
distributed as part of the exchange and then redeemed by
Wintrust. These cash payments will be treated as having been
received as distributions in full payment in exchange for
stock redeemed as provided in section 302(a) of the Code (Rev.
Rul. 66-365, 1966-2 C.B. 116; Rev. Proc. 77-41, 1977-2 C.B.
574).

14) No gain or loss will be recognized by the holders of
non-qualified options to buy shares in the Surviving Companies
upon the conversion of those options into non-qualified
options to buy Wintrust shares under the same terms and
conditions as in effect immediately prior to the proposed
transaction (sections 83(a) and (b) of the Code and section
1.83-7(a) of the regulations).

15) No gain or loss will be recognized by the Warrant holders upon
the transfer of the Warrants in exchange for stock of
Wintrust, provided that the Warrants were not issued in
connection with services and the Warrant holders and the
former shareholders of the surviving companies will
collectively have control of Wintrust. Sections 351(a) and
83.

23
<PAGE> 24

July 19, 1996

16) No gain or loss will be recognized by Wintrust upon the
receipt of the Warrants in exchange for its stock and
warrants. Section 1032(a).

17) Gain will be recognized by the Warrant holders on the receipt
of the Wintrust Warrants in an amount equal to the value of
the Wintrust Warrants received.

We consent to the inclusion of our opinion as an Exhibit to the Joint Proxy
Statement/Prospectus constituting a part of the Registration Statement on Form
S-4 of Wintrust Financial Corporation and to all references to our firm and
said opinion included in such Joint Proxy Statement/Prospectus.

Very truly yours,

BLACKMAN KALLICK BARTELSTEIN, LLP
- ---------------------------------

BLACKMAN KALLICK BARTELSTEIN, LLP

Jack Bremner

JB/mb

<PAGE> 1
EXHIBIT 10.2

SERIES A

WARRANT PURCHASE CERTIFICATE FOR

HINSDALE BANCORP, INC.

This Warrant Certificate certifies that the Sarah K. Adams Family
Trust, or its or her registered assignee (the "Holder"), is the owner of 72
Warrants (subject to adjustments as provided herein), each of which represents
the right to subscribe for and purchase from HINSDALE BANCORP, INC.
Corporation, an Illinois corporation (the "Corporation"), one share of the
Common Stock, no par value, of the Corporation (the Common Stock, including any
stock into which it may be changed, reclassified or converted is herein
referred to as the "Common Stock") at the purchase price (the "Exercise Price")
of Fifty dollars (50) per share (subject to adjustment as provided herein).

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO CERTAIN RESTRICTIONS AS CONTAINED HEREIN, WITH RESPECT TO
THEIR TRANSFER.

The Warrants represented by this Warrant Certificate are subject to
the following provisions, terms and conditions:

1. EXERCISE OF WARRANTS

The Warrants may be exercised by the Holder, in whole or in part, by
surrender of this Warrant Certificate at the principal office of the
Corporation, as designated from time to time by notice in writing to the Holder
at the address of such Holder appearing on the books of the Corporation, with
the appropriate form attached hereto duly exercised, at any time within the
period beinning on the date hereof and expiring at the end of Ten (10) years
from the date hereof (the "Exercise Period") and by payment to the Corporation
of the purchase price for such shares. The Corporation agrees that the shares
of Common Stock so purchased shall be and are deemed to be issued to the Holder
as the record owner of such shares of Common Stock as of the close of business
on the date on which the Warrant Certificate shall have been surrendered and
payment made for such shares of Common Stock. Certificates representing the
shares of Common Stock so purchased shall be delivered to the Holder promptly
in no event later than thirty (30) days after the Warrants shall have been so
exercised, and, unless the Warrants have expired, a new Warrant Certificate
representing the number of Warrants represented by the surrendered Warrant
Certificate, if any, that shall not have been

1
<PAGE> 2
exercised shall also be delivered to the Holder within such time.

Notwithstanding anything contained herein to the contrary, this
Warrant and the rights granted hereunder shall immediately, without further
action by any party, become null and void, and all rights granted thereunder
terminated upon the earlier of the following:

A. The issuance by the Federal Deposit Insurance Corporation of a
final directive pursuant to 12 C.F.R. Section 308.201 (d) (1);

B. The issuance by the Board of Governors of the Federal Reserve
System (the "Board") of a final directive pursuant to 12 C.F.R.
Section 263.202 (d) (1);

C. The issuance by either the Federal Deposit Insurance
Corporation or the Board of a final order pursuant to Section 8 of the
Federal Deposit Insurance Act (but not including any orders issued
pursuant to Section 8 (c) of such Act), to the Bank requiring
contribution of additional capital to the Bank or its holding company.

2. ADJUSTMENTS

A. The Exercise Price and the number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time as follows:

Stock Dividends; Stock Splits; Reverse Stock Splits; Reclassification.
In case the Corporation shall a) pay a dividend with respect to its capital
stock in shares of Common Stock, b) subdivide its outstanding shares of Common
Stock, c) combine its outstanding shares of Common Stock into smaller number or
shares of any class of Common Stock, d) issue any shares of its capital stock
or e) issue any shares of its capital stock in a reclassification in connection
with a merger, consolidation or other business directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise.

B. Whenever the number of shares of Common Stock purchasable upon
the exercise of each Warrant is adjusted pursuant to Section 2A, the Exercise
Price for each share of Common Stock payable upon exercise of each Warrant
shall be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of each Warrant immediately prior
to such adjustment, and the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.

2
<PAGE> 3
C. Upon the expiration without being exercised of any rights,
options, warrants or conversion or exchange privileges for which an adjustment
has been made pursuant to this Warrant, the Exercise Price and the number of
shares of Common Stock purchasable upon the exercise of each Warrant shall,
upon such expiration, be readjusted and shall thereafter, upon any future
exercise, be such as they would have been had they been originally adjusted (or
had the original adjustment not be required, as the case may be) as if a) the
only shares of Common Stock so issued were the shares of such Common Stock, if
any, actually issued or sold upon the exercise of such rights, options,
warrants or conversion or exchange rights and b) such shares of Common Stock,
if any, were issued or sold for the consideration actually received by the
Corporation upon such exercise plus the consideration, if any, actually
received by the Corporation for issuance, sale or grant of all such rights,
options, warrants or conversions or exchange rights whether or not exercised;
provided, that no such readjustment shall have the effect of increasing the
Exercise Price by an amount, or decreasing the number of shares purchasable
upon exercise of each Warrant by a number, in excess of the amount or number of
the adjustment initially made in respect to the issuance, sale or grant of such
rights, options, warrants or conversion or exchange rights.

D. The Corporation shall cause to be mailed to the Holder of such
as of the record date and to the address as listed on the Corporation's books,
a notice by first class mail, postage prepaid for any dividend, distribution,
payment, adjustment in Exercise Price, as provided herein, voluntary or
involuntary dissolution, liquidation or winding up of the Corporation.

3. RESERVATION AND AUTHORIZATION OF COMMON STOCK

The Corporation covenants and agrees a) that all shares of Common
Stock which may be issued upon the exercise of the Warrants represented by this
Warrant Certificate will, upon issuance, be validly issued, fully paid and
nonassessable and free of all insurance or transfer taxes, liens and charges
with respect to the issue thereof, b) that during the Exercise Period, the
Corporation will at all times have authorized, and reserved for the purpose of
issue or transfer upon exercise of the Warrants evidence by this Warrant
Certificate, sufficient shares of Common Stock to provide for the Exercise of
the Warrants represented by this Warrant Certificate, and c) that the
Corporation will take all such actions as may be necessary to ensure that the
shares of Common Stock issuable upon the exercise of the Warrants may be so
issued without violation of any applicable law or regulation, or any
requirements of any domestic securities exchange upon which any capital stock
of the company may be listed, provided, however, that nothing contained herein
shall impose upon the Corporation any obligation to register the warrants
evidence by this Warrant Certificate or such Common Stock under applicable
securities laws.

3
<PAGE> 4
4. NO VOTING RIGHTS

This Warrant Certificate shall not entitle the holder hereof to any
voting rights or other rights as a stockholder of the Corporation until
exercised.

5. WARRANTS TRANSFERABLE

This Warrant Certificate and the Warrants it evidences are
transferable, in whole or in part, without charge to the Holder, at the office
or agency of the Corporation referred to in Section 1, by the Holder in person
or by duly authorized attorney, upon surrender of this Warrant Certificate
properly endorsed, and provided further, any such transferee complies with the
terms of the Voting Trust Agreement of the Holder. Each taker or Holder of
this Warrant Certificate, by taking or holding the same, consents and agrees
that this Warrant Certificate, when endorsed in blank, shall be deemed
negotiable, and that the Holder, when this Warrant Certificate shall have been
endorsed, may be treated by the Corporation and all other persons dealing with
this Warrant Certificate as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented by this Warrant
Certificate, or to the transfer hereof on the books of the Corporation, any
notice to the contrary notwithstanding; but until such transfer on such books,
the Corporation may treat the registered holder hereof as the owner for all
purposes.

6. CLOSING OF BOOKS

The Corporation will at no time close its transfer books against the
transfer of any Warrant or of any shares of Common Stock or other securities
issuable upon the exercise of any Warrant in any manner which interferes with
the timely exercise of the Warrants.

7. WARRANTS EXCHANGEABLE, LOSS, THEFT

This Warrant Certificate is exchangeable, upon the surrender hereof of
any Holder for a new Warrant Certificate of like tenor representing in the
aggregate the right to subscribe for and purchase the number of shares of
Common Stock which may be subscribed for and purchased hereunder, each such new
Warrant to represent the right to subscribe and purchase such number of shares
of Common Stock as shall be designated by said holder hereof at the time of
such surrender. Upon receipt of evidence satisfactory to the Corporation of
the loss, theft, destruction or mutilation, upon surrender or cancellation of
this Warrant Certificate, the Corporation will issue to the holder hereof a new
Warrant Certificate of like tenor, in lieu of this Warrant Certificate,
representing the right to subscribe for and purchase the number of shares of
the Common Stock which may be subscribed for and purchased hereunder.

4
<PAGE> 5
8. RIGHTS AND OBLIGATION SURVIVE EXERCISE OF WARRANTS

The rights and obligations of the Corporation, of the Holder, and of
the holders of shares of Common Stock or other securities issued upon exercise
of the Warrants, contained in Sections 6 and 7 of this Warrant Certificate
shall survive the exercise of the Warrants.

Dated: December 27, 1993

HINSDALE BANCORP, INC.

BY:_______________________________________

Attest:

____________________________
(Secretary)
THE HOLDER

__________________________________________

__________________________________________
Being all of the Trustees of the aforesaid

5
<PAGE> 6
ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned register Holder of the attached
Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants that are
evidenced by the Warrant Certificate that are not being assigned hereby) all of
the right of the undersigned under the Warrant Certificate, with respect to the
number of Warrants set forth below:

<TABLE>
<CAPTION>
Social Security or other
Names of Identifying Number of Number of
Assignee (s) Address Assignee (s) Warrants
- ------------ ------- ------------ --------
<S> <C> <C> <C>

</TABLE>

and does hereby irrevocably constitute and appoint _________________________
the undersigned's attorney in fact to make such transfer on the books of
HINSDALE BANCORP, INC. maintained for the purpose, with full power of
substitution in the premises.

Dated:________________________

________________________________
Holder

<PAGE> 1
EXHIBIT 10.3

SERIES B

WARRANT PURCHASE CERTIFICATE FOR

HINSDALE BANCORP, INC.

This Warrant Certificate certifies that the Sarah K. Adams Family
Trust, or its or her registered assignee (the "Holder"), is the owner of 72
Warrants (subject to adjustments as provided herein), each of which represents
the right to subscribe for and purchase from HINSDALE BANCORP, INC.
Corporation, an Illinois corporation (the "Corporation"), one share of the
Common Stock, no par value, of the Corporation (the Common Stock, including any
stock into which it may be changed, reclassified or converted is herein
referred to as the "Common Stock") at the purchase price (the "Exercise Price")
of Thirty one dollars and fifty cents (31.50) per share (subject to adjustment
as provided herein).

The Warrants represented by this Warrant Certificate are subject to
the following provisions, terms and conditions:

1. EXERCISE OF WARRANTS

1
<PAGE> 2
represented by the surrendered Warrant Certificate, if any, that shall not have
been exercised shall also be delivered to the Holder within such time.

A. The issuance by the Federal Deposit Insurance Corporation of a
final directive pursuant to 12 C.F.R. Section 308.201 (d) (1);

B. The issuance by the Board of Governors of the Federal Reserve
System (the "Board") of a final directive pursuant to 12 C.F.R.
Section 263.202 (d) (1);

2. ADJUSTMENTS

A. The Exercise Price and the number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time as follows:

3. RESERVATION AND AUTHORIZATION OF COMMON STOCK

3
<PAGE> 4
4. NO VOTING RIGHTS

This Warrant Certificate shall not entitle the holder hereof to any
voting rights or other rights as a stockholder of the Corporation until
exercised.

5. WARRANTS TRANSFERABLE

6. CLOSING OF BOOKS

7. WARRANTS EXCHANGEABLE, LOSS, THEFT

4
<PAGE> 5
8. RIGHTS AND OBLIGATION SURVIVE EXERCISE OF WARRANTS

Dated: December 27, 1993

HINSDALE BANCORP, INC.

BY:_______________________________________

Attest:

____________________________
(Secretary)
THE HOLDER

__________________________________________

__________________________________________
Being all of the Trustees of the aforesaid

5
<PAGE> 6
ASSIGNMENT FORM

<TABLE>
<CAPTION>
Social Security or other
Names of Identifying Number of Number of
Assignee (s) Address Assignee (s) Warrants
- ------------ ------- ------------ --------
<S> <C> <C> <C>

</TABLE>

and does hereby irrevocably constitute and appoint ___________________________
the undersigned's attorney in fact to make such transfer on the books of
HINSDALE BANCORP, INC. maintained for the purpose, with full power of
substitution in the premises.

Dated:___________________________

_______________________________
Holder

<PAGE> 1
EXHIBIT 10.6

LEASE

This Lease is made upon express covenants and agreements, each of
which is made an express condition hereof:

LESSOR THE CITY OF LAKE FOREST
220 East Deerpath
Lake Forest, IL 60045

LESSEE LAKE FOREST BANK AND TRUST COMPANY
664 North Western Avenue
Lake Forest, IL 60045

(hereinafter called "Lessee,") hereby agrees to
lease from The City of Lake Forest, whose address is
shown above (hereinafter called "Lessor"):

LOCATION That the Lessor does hereby lease to the Lessee the
property described on Exhibit "A" attached hereto
and made a part hereof to be used only for a
drive-up facility for the Lake Forest Bank and Trust
Company. At any time during the term of the Lease
the Lessor may decide to build an elevated parking
garage or other structure over and above the leased
premises. Therefore, it is AGREED that this Lease
is subject to a reservation of air rights in the
Lessor and Lessor reserves all of the land, property
and space above the drive-up facility to be built by
the Lessee as shown on Exhibit "B" attached hereto
and made a part hereof. It is specifically agreed
that if the Lessor determines to construct any
structure in the air rights herein reserved, such
construction will not terminate this Lease.

TERM Ten (10) years commencing January 1, 1993 and ending
December 31, 2003. If Lessee is not in default
hereunder, the lease shall automatically renew for
two additional consecutive five-year terms on the
same terms and conditions, unless otherwise notified
by Lessee in writing not less than 180 days prior to
the expiration of the initial ten-year term (or the
first renewal term) of Lessee's election not to
renew this Lease.

RENT
COMMENCEMENT
DATE January 1, 1993
<PAGE> 2
RENT 1. Lessee covenants and agrees to pay Lessor as rent
for the premises Thirty-Eight Thousand ($38,000)
Dollars per year payable on the execution of this Lease
and on each consecutive anniversary thereof.

In addition to the annual rent, the Lessee shall
reimburse to the City the cost of relocating
Wisconsin Avenue between Oakwood and Bank Lane, at a
cost not to exceed $25,000.

RENT
ESCALATION 2. Commencing on January 1, 1994, the annual rent
shall increase in an amount equal to the increase in
the Chicago Area Consumer Price Index (CPI) on January
1 of each Lease year.

PURPOSE 3. The Lessee shall be entitled to enter upon the
premises and construct, at its expense, a three (3)
lane drive-up banking facility with building, on
approximately 9,735 square feet of land, all as shown
on Exhibit "A" attached hereto and made a part hereof.

TAXES 4. a) The premises is currently exempt from payment
of real estate taxes. If at any time in the
future the premises are assessed and real estate
taxes are due, Lessee shall pay all real estate
taxes or other charges applicable to or assessed
against that portion of the premises which is
the subject of this lease, even though such
taxes may not become due and payable until after
the expiration or termination of this lease.
The Lessee shall have the right to contest such
taxes or the assessment on which such taxes are
based.

b) If any such taxes or charges shall have been
paid by Lessor, Lessee agrees to reimburse Lessor
within 30 days after presentation of a bill
therefor. In default of such reimbursements, all
sums so paid by Lessor shall be deemed an
addition to rent and recoverable as such.

HOUSEKEEPING 5. Lessee shall at all times keep the premises clean and
in good condition and repair, in accordance with all of
the ordinances of the City. Lessee
<PAGE> 3
shall not post, paint or place, or permit others to
post, paint or place, on the premises any
advertisement or sign not related directly to Lessee's
business.

COMPLIANCE,
INSURANCE
AND LEGAL: 6. a) Lessee shall not use or permit upon the
premises(1) anything that will invalidate any
policy of insurance now or hereafter carried on
the premises or any building or thereon, or (2)
anything that will increase the rate of such
insurance. Lessee shall maintain the premises
and buildings and structures thereon in
accordance with the requirements of all local
ordinances, and state and federal laws in effect
during the term of this Lease, and shall provide
insurance with the Lessor named as an additional
insured.

2
<PAGE> 4
POLLUTANTS
AND CONTAMINANTS b) Lessee further agrees to comply with all
ordinances, laws, rules or regulations enacted
by any governmental body or agency relating to
the control, abatement, or emission of air and
water contaminants and/or the disposal of
refuse, solid wastes or liquid wastes or any
other ordinances, laws, rules or regulations
which may be applicable to him or his activities
on the leased premises. Lessee shall bear all
costs and expenses arising from compliance with
said ordinances, laws, rules or regulations, and
shall indemnify and save harmless Lessor from
all liability, including without limitation,
FINES, forfeitures and penalties arising in
connection with failure by Lessee to comply with
such ordinances, laws, rules or regulations.
Lessee will provide to Lessor tangible evidence
of his compliance with all ordinances, laws,
rules or regulations upon the commencement date
of this Lease. Lessee will hold Lessor harmless
from any and all claims, including attorney fees
and cost arising out of the spill or release in
any manner of any hazardous or other waste.

RELOCATION OF
UTILITIES OR
FACILITIES 7. Lessee accepts the premises subject to rights of any
party, including Lessor, in and to any existing
conduits, sewers, waterlines, gas lines, power lines,
drainage facilities, telephone, telegraph or other
wires, and policies and utilities or facilities of any
kind whatsoever, whether or not of record. Should it
at any time become necessary to relocate any of same by
reason of this Lease, Lessor shall bear and pay the
cost of so doing.

EASEMENTS 8. (a) Lessee accepts the premises subject to rights
of any party, including Lessor, in and to any
existing easements, permits or licenses.

EXISTING
FACILITIES (b) Lessor reserves the right to maintain or
relocated its existing public parking facility,
or to
<PAGE> 5
construct and thereafter maintain a decked
public parking facility, on or in the
vicinity of the premises with no liability for
damages to Lessee's interests or property
resulting from such activities.

TITLE 9. Lessor makes no covenant for quiet enjoyment of the
premises. Lessee assumes any damages Lessee may sustain
as a result of, or in connection with, any want or
failure at any time of Lessor's title, if any, to the
premises.

3
<PAGE> 6
INDEMNITY 10. a) Lessee agrees to indemnify and hold harmless
and defend Lessor from and against any and all
liability and expenses whatsoever, to the extent
permitted by law, for bodily injury or death,
including without limitation, injury or death to
agents, employees, servants, or invitees of the
Lessor, or Lessee or loss or damage to the
property of the Lessor or Lessee, their agents,
employees, servants or invitees, and to the
person or property of any person or corporation;
arising directly or indirectly, out of the
occupancy of, presence on, or use of said leased
premises or any structures thereon by Lessee,
its employees, agents, or invitees, regardless
of the negligence of Lessor.

b) Lessee further agrees that if in any case
the release and indemnity provided in this
Section 9 shall not be valid, Lessor shall in
such case have the full benefit of any insurance
effected by Lessee upon the property injured,
destroyed, or damaged and/or against the hazard
involved.

NO SUBROGATION 11. Lessee agrees to have all insurance policies issued
to it, or for or upon the Lessee's account, covering
any injuries to persons or any loss or damage to
property so written that the insurer shall have no
claim or resources of any kind whatsoever against
Lessor or the premises.

LIENS 12. Lessee agrees not to suffer or permit any lien of
mechanics or materialmen to be placed upon the premises
or any part thereof and, in case of any such lien
attaching, to immediately pay off and remove the same.
It is further agreed by the parties hereto that Lessee
has no authority or power to cause or permit any lien
or encumbrance of any kind whatsoever, whether created
by act of Lessee, operation of law or otherwise, to
attach to or be placed on Lessor's title or interest,
if any, in the premises, and any and all liens and
encumbrances created or suffered by Lessee shall attach
to Lessee's interest only. In any event, Lessee shall
hold Lessor harmless against any such claim.

HOLD-OVER 13. It is further agreed that in case Lessee, with
the consent of Lessor, holds possession of the premises
beyond the term of this lease such action of the
parties shall have the effect of extending the term of
this lease on a month to month basis, subject in all
respects to all of the terms, conditions, covenants and
agreements of this Lease, including all rights of
termination in all
<PAGE> 7
respects as herein provided.

EMINENT-DOMAIN 14. If the whole or any part of the premises shall
be taken or condemned by any competent Authority for
any public use or purpose this Lease shall, as to the
part so taken terminate as of the date when taken, or
shall cease if all of the premises be so taken. Rent
shall abate proportionately to the part so taken, or
shall cease if all the premises be so taken. The
entire amount of damages or compensation payable or
paid for the part taken and for the remainder if any
shall be paid to and retained by the Lessor as its own
property without apportionment. Lessee hereby assigns
to Lessor any claim which Lessee would have to such
damages. Lessee shall look solely to the said
Authority for any compensation or damages on account of
damage to Lessee's leasehold interest, Lessee's
business interests, Lessee's cost and expense of
removing Lessee's personal property from the premises
and for the cost and expense of moving any building or
structure placed upon the premises by Lessee and which
Lessee would have the right to remove as a Lessee of
the premises.

CAUSES FOR
BREACH 15. It is agreed that upon the happening of any of the
following: (1) is Lessee defaults in any of Lessee's
undertakings in this lease or (2) if any voluntary or
involuntary petition or similar pleading under any
bankruptcy act be filed by or against Lessee, or (3) if
the leasehold interests of Lessee are levied upon or
attached by process of law, or (4) if Lessee makes an
assignment for the benefit of creditors, or (5) if a
receiver be appointed for any property of Lessee
thereupon ipso factor and without entry or other action
by Lessor, or if the Lessee installs signage without
the previous express approval of the Lessor, or (6) if
Lessee does not comply with all local, county or state
regulations and health requirements, then such event or
action shall be deemed to constitute a breach of this
lease and this lease shall cease and terminate.

UNPAID BILLS 16. All payments becoming due under this Lease shall
(1) be considered as rent and, if unpaid when due,
shall bear interest at 18 % per annum until paid, (2)
constitute a I lien upon any buildings or other
property owned by Lessee located upon the premises, and
the lien may be foreclosed according to law.
<PAGE> 8
TERMINATION
AND REFUND 17. In the event Lessee ceases to operate the
premises, either party may terminate this Lease. The
City of Lake Forest has the option to terminate this
Lease with six months notice to Lessee no earlier than
the expiration of the initial 10 year term by paying to
the Lessee the pro rata share of the Lessee's cost of
building the drive-up facility represented by the
number of years left on the Lease. (For example, if
there are five years left on the Lease, the City would
pay the Lessee one-fourth of the Lessee's cost of
building the drive-up facility). It is estimated by the
parties that at the beginning of the Lease the Lessee's
cost of building the drive-up facility is approximately
$200,000. The exact cost of the building will be
determined by mutual agreement following construction
of the facility. Lessor shall agree not to lease
property for a period of FIVE years for use as a
drive-in banking institute if termination is invoked.

SURRENDER OF
PREMISES 18. (a) Upon the termination of this Lease by any
manner, means, or contingency whatsoever, Lessee
shall without further notice or demand deliver
possession of the premises to Lessor in as good
condition as when entered upon. Upon proper
notification by Lessor, Lessee hereby agrees to
remove all materials, signs, debris, or any
other articles, structures or facilities owned
by Lessee or permitted to be placed on the
premises by Lessee before the termination of
this Lease unless otherwise approved by the
Lessor.

CLEARANCE
PREMISES 19. (b) If Lessee shall fail to so remove such
property and title thereto shall pass to Lessor
immediately, without any costs either by
set-off, credit allowance, or otherwise. Lessor
may retain, tear down, remove, or sell such
property, or any part thereof, without any
liability for damage therefor in any respect
whatsoever and Lessee shall promptly pay Lessor
for any and all expenses incurred by Lessor in
tearing down, removing or selling such property.

FAILURE TO
VACATE 20. Lessee shall pay Lessor as liquidated damages and not
as a penalty for forfeiture, $100 per day for all the
times Lessee shall retain possession of the premises or
any part thereof, after the termination of the premises
or
<PAGE> 9
any part thereof, after the termination of this Lease
whether by lapse of time or otherwise.
"Possession of the premises shall include, but shall
not be limited to continued placement of materials,
signs, debris, or other articles or facilities owned by
Lessee or permitted to be placed on the premises by
Lessee.

RE-ENTRY 21. If Lessee shall breach or default in any of the terms
of this Lease, or if this Lease shall expire or
terminate in any manner, it shall be lawful for Lessor
then or at any time thereafter to re-enter the premises
and take possession thereof, with or without process of
law, and to use any reasonable or necessary force for
regaining possession. However, Lessee shall have the
right to remove certain of Lessee's properties as
herein provided.
<PAGE> 10
WAIVER OF
REMEDIES 22. (a) No waiver of any default by Lessee shall be implied
from failure or omission by Lessor to take any action
or account of such default. No express waiver shall
affect any default other than the default specified in
the "press waiver and that only for the time and to the
extent therein stated. No receipt of money by the
Lessor from Lessee (1) after any default by Lessee, (2)
after the termination of this Lease, (3) after the
service of any notice or demand or after the
commencement of suit, or (4) after final judgment for
possession of the premises, shall waive such default or
reinstate, continue or extend the term of this Lease or
effect in any way any such notice or suit as the case
may be, (b)The erection of buildings or other
improvements on the premises shall not constitute a
waiver or affect in any way the right of either party
to terminate this Lease.

NO ASSIGNMENT 23. Any sale, assignment, transfer, or underletting of
this Lease by the Lessee without the previous written
consent of Lessor shall be void. No act for Lessor
including acceptance of money by Lessor by any other
party, shall constitute a waiver of this position. In
the event the Lessor does give its consent, then all of
the terms of this Lease shall be binding upon the
assignee, its successors and assigns.

RIGHTS ARE
CUMULATIVE 24. All rights and remedies of Lessor and Lessee shall be
cumulative and none shall exclude any other rights and
remedies allowed by law.

NOTICES 25. All notices, demands, elections, and other
instruments required or permitted to be given or made
by either party upon the other by the terms of this
Lease or any statute shall be in writing. They shall be
deemed to have been sufficiently served if sent by
certified or registered mail with proper postage to
Lessor or Lessee at the respective address first above
shown. Such notices, demands, elections, and other
instruments shall be considered as delivered to
recipient on the first business day after deposit in
the U.S. Mail.

ENTIRE
AGREEMENT 26. All of the representations and obligations of Lessor
are contained herein. No modification, waiver, or
amendment of this Lease, or any of its terms, shall be
binding upon Lessor unless such are in writing and
signed by a duly authorized Officer of the Lessor.
<PAGE> 11
JOINT OBLIGATION 27. In the event that Lessee embraces two or more
individuals or corporations, the covenants and
agreements herein contained shall be the joint and
several obligations of each of such persons or
corporations.

MAINTENANCE 28. Lessee has examined and knows the conditions of the
premises and shall enter upon and take the same in
their condition at the commencement of the term of this
Lease. Lessee will, at its own cost and expense, make
any necessary alterations required, if conditions
warrant, and/or at the request of the Lessor. Also, no
other alterations shall be made without the express
consent of Lessor. Lessee will make all repairs
necessary to keep the premises in at least as good a
condition as when entered upon, Repairs necessitated by
ordinary wear and tear, by storm, fire and wind shall
be the sole responsibility of the Lessee. Lessee agrees
to indemnify, save, keep harmless Lessor and defend
from all claims, demands, liability, judgments, costs
and expense, including attorney's fees, arising or
growing out of loss or damage to any property
whatsoever, other than property of Lessor, which is in,
upon, or about any part of the premises, from any cause
whatsoever.

INSURANCE 29. The Lessee agrees to obtain, at his own expense and
cost, and to keep full force and effect during the term
of this Lease General Liability Insurance for a
combined single limit of not less than $1,000,000 in
any one occurrence for personal injury and/or property
damage liability. 'Me insurance so afforded shall be
written in favor of Lessee and shall include coverage
for liability and indemnification assumed under the
Lease. Written evidence of such insurance shall be
filed with Lessor, and the insurance policy and/or
certificate of insurance MUST show the following:

(a) The policy will not be canceled or materially
changed unless 30 days prior written notice is
given to The City of Lake Forest, 220 East
Deerpath, Lake Forest, Illinois 60045.

(b) This insurance policy covers the contractual
obligations of this Lease. Nothing contained in
this section shall limit the liability of Lessee
under Sections 10 and 29 hereunder.

(C) The Lessor shall be identified as an
additional insured.
<PAGE> 12
SIGNAGE 30. No exterior signage will be permitted without the
written approval of The City of Lake Forest. Interior
signs will be designed by Lessee, subject to the
approval of Lessor, and will be provided by the Lessee.

UTILITIES 31. The Lessee shall pay all utility charges
applicable to the operation of the business herein
described.

THE CITY OF LAKE FOREST

By: s/ Charles Clarke, Jr.
Mayor

ATTEST:

s/ Barbara S. Douglas, City Clerk

The City of Lake Forest

LAKE FOREST BANK & TRUST COMPANY

By: s/ Edward J. Wehmer

ATTEST:

s/ Craig E. Arnesen

Lake Forest Bank & Trust Company

Dated: December 11, 1992

<PAGE> 1

EXHIBIT 10.26

LEASE

BETWEEN

WOODFIELD CORPORATE CENTER JOINT VENTURE

AND

CRABTREE CAPITAL CORPORATION
TENANT

SUITE 1540
DEMISED PREMISES

425/475 WOODFIELD CORPORATE CENTER

MAY 15, 1992
DATE OF LEASE

<PAGE> 2
TABLE OF CONTENTS

1. LEASE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Additional Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Fully Occupied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Normal Business Hours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Office Complex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.5 Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.6 Rent Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.7 Rent Adjustment Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.8 Rentable Area of the Demised Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.9 Rentable Area of the Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.10 Subject Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.12 Tenant's Proportionate Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.13 Woodfield Corporate Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3. BASE RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.1 Base Rent Abatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Base Rent Abatement Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

4. RENT ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.1 Taxes and Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.2 Adjustments for Taxes and Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.3 Adjustment to Actual Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.4 Yearly Proration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.5 Capital Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.6 Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.7 Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

5. DIRECTLY CHARGED EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.1 Electrical Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Water Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6. SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.1 Air Cooling and Heating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.2 Water . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.3 Elevator Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.4 Janitorial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.5 Window Cleaning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.6 Additional Service Hours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.7 Electrical Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.8 Service Interruptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. CONDITION OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>

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8. POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

9. USE OF DEMISED PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.1 Government Use Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.2 Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.3 Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.4 Hazardous Material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

10. CARE AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

11. ALTERATIONS AND ADDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

12. ACCESS TO DEMISED PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

13. UNTENANTABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

14. EMINENT DOMAIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

15. ASSIGNMENT - SUBLETTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15.1 Prohibition Assignment - Subletting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15.2 Information to be Provided . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15.3 Landlord's Response . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15.4 Landlord's Failure to Terminate Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
15.5 Landlord's Consent Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
15.6 Subsidiaries and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

16. LANDLORD'S MORTGAGE - GROUND LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
16.1 Foreclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
16.2 Notice to Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

17. CERTAIN RIGHTS RESERVED TO LANDLORD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

18. LANDLORD'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
18.1 Bankruptcy or Insolvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
18.2 Tenant Cure Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
18.3 Surrender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
18.4 Tenant Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
18.5 Tenant's Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
18.6 Lease Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
18.7 Cost of Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

19. CROSS DEFAULT FOR OTHER LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

20. SURRENDER OF POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

21. HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

22. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

23. CHANGE OF DEMISED PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

24. SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

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24.1 Interest on Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

25. TENANT'S RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

26. DEMISED PREMISES SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

27. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
27.1 Liability Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
27.2 Fire and Extended Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
27.3 Certificate of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
27.4 Landlord's Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

28. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.1 Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.2 Single and Plural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.3 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.4 No Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.5 Interest on Overdue Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.6 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.7 Preoccupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.8 Modify for Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.9 Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
28.10 Tenant Estoppel Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.11 Tenant Not to Encumber Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.12 Election of Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.13 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.14 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.15 Fire Doors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.16 Waiver of Jury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.17 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.18 Sale by Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
28.19 Short Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
28.20 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

29. Option to Extend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

30. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

iii
<PAGE> 5
425/475 WOODFIELD CORPORATE CENTER

This Lease is made this 15th day of May, 1992 by and between WOODFIELD
CORPORATE CENTER JOINT VENTURE, an Illinois General Partnership, hereinafter
referred to as "Landlord", and Crabtree Capital Corporation a Delaware
corporation, hereinafter referred to as "Tenant."

WITNESSETH:

1. LEASE OF PREMISES. Landlord hereby leases to Tenant, and
Tenant accepts the demised premises (hereinafter known as "Demised Premises"),
being Suite 1540 located on the 15th floor in the Project commonly known as 425
Woodfield Corporate Center, located at 425 North Martingale Road, in
Schaumburg, Illinois, as shown on Exhibit A attached hereto. (The Project
consists of two office towers of 13 and 21 stories respectively, a center lobby
structure, a reflective pond and the parking structure together with surface
parking, landscaping and other related improvements. These improvements will
be operated as a unit and together with the land said improvements are located
on shall hereinafter be referred to as the "Project"). This Lease shall be for
the term of three (3) years, commencing June 1, 1992 (hereinafter the
"Commencement Date") and ending May 31, 1995, unless sooner terminated as
provided herein.

2. DEFINITIONS. For the purposes of this Lease the following
terms are hereby defined:

2.1 "Additional Rent" shall be defined as all other
charges to Tenant by Landlord as provided for in this Lease other than Base
Rent and Rent Adjustment.

2.2 "Fully Occupied" shall mean that ninety-five percent
(95%) of the Rentable Area of the Office Complex is occupied by tenants under
lease.

2.3 "Normal Business Hours" is defined as that period of
time commencing at eight o'clock a.m. (8:00 a.m.) and terminating at six
o'clock p.m. (6:00 p.m.) on Monday, Tuesday, Wednesday, Thursday and Friday and
commencing at eight o'clock a.m. (8:00 a.m.) and terminating at one o'clock
p,m. (1:00 p.m.) on Saturdays, excluding such holidays as shall be determined
by the Landlord.

2.4 "Office Complex" is defined as the 13 and 21 story
structures together with connecting lobby area located at 425/475 North
Martingale Road, Schaumburg, Illinois exclusive of the land, reflective pond,
landscaping and parking structure located at the same address.

2.5 "Operating Expenses" shall mean and include costs and
disbursements, other than Taxes, of every kind and nature which Landlord shall
pay or become obligated to pay because of or in connection with the ownership,
management or operation of the Project, except the following: (a) costs of
alterations of tenant spaces; (b) costs of capital improvements (cost of such
capital improvements shall be governed by Paragraph 4.5); (c) depreciation,
interest and principal payments on mortgages, and other debt costs, if any; and
(d) real estate brokers' leasing commissions or compensation.

2.6 "Rent Adjustment" means any amount owed by Tenant
resulting from changes in Operating Expenses or Taxes, or other rental
increases, attributable to costs of the Project.

2.7 "Rent Adjustment Payment" shall be, within Landlord's
reasonable estimate, an amount paid monthly to Landlord equal to the Rent
Adjustments due for the next succeeding calendar year or part thereof of the
Lease term.

2.8 "Rentable Area of the Demised Premises" is 3,087
square feet which: 1) if this Lease is for an entire floor, is the area of the
entire floor measured from the centerline of the perimeter glass to the
<PAGE> 6
centerline of the perimeter glass (except public stairs, stacks, pipe shafts
and vertical ducts), or 2) if this Lease is for less than an entire floor, is
the area measured from the centerline of the perimeter glass to the centerline
of parallel corridor demising partitions or transverse tenant demising
partitions plus a proportionate share of the public areas of that floor, i.e.,
corridors, toilets, mechanical (HVAC) spaces, and janitorial, electrical, and
telephone closets situated on the floor housing the Demised Premises. In any
case, no deductions are made for columns.

2.9 "Rentable Area of the Project" is presently 670,000
square feet which is the sum of the rentable area of the Office Complex on
floors designated by Landlord as office floors. The Rentable Area of the
Project may from time to time be increased or decreased by the Landlord's
reasonable redetermination of the Rentable Area; provided that in no event
shall the total Rentable Area of the Project be deemed less than 670,000 square
feet.

2.10 "Subject Premises" is that portion of the Demised
Premises (up to and including the entire Demised Premises) for which a sublease
or assignment of lease has been proposed, accepted or rejected.

2.11 "Taxes" shall mean all real estate taxes,
installments of special assessments, sewer charges, transit taxes, taxes based
upon receipt of rent and any other federal, state or local governmental charge,
general, special, ordinary or extraordinary (excluding income, franchise, or
other taxes based upon Landlord's income or profit, unless imposed in lieu of
real estate taxes) which shall now or hereafter be assessed against the
Project, and shall apply to said obligations at such time in which said
obligations become due and payable.

2.12 "Tenant's Proportionate Share" is presently forty-six
one hundredths percent (.46%) which is determined by the proportion the
Rentable Area of the Demised Premises bears to the Rentable Area of the Office
Complex in the Project.

2.13 "Woodfield Corporate Center" is the complex of
buildings and other improvements located and to be located at South and West of
Higgins and Martingale Roads together with 425/475 Woodfield Corporate Center,
all in Schaumburg, Illinois.

3. BASE RENT. Tenant shall pay to Landlord at the office of the
Landlord, or to such other person or to such other place as Landlord may from
time to time direct in writing, in lawful money of the United States of
America, in advance on or before the first day of each and every month of the
term.

INITIAL TERM ANNUAL BASE RENT MONTHLY BASE RENT
-------------- ------------------ -------------------
<S> <C> <C>

6/1/92-5/31/93 $20,065.56 $1672.13
6/1/93-5/31/94 $21,609.00 $1800.75
6/1/94-5/31/95 $23,152.56 $1929.38

</TABLE>
Unpaid Base Rent shall bear interest as provided in Paragraph 29.6.
If the lease term commences on a day other than the first day of a calendar
month, or ends on a day other than the last day of calendar month then the Base
Rent for such fractional month shall be prorated on the basis of a 365 day
year.

3.1 Base Rent Abatement. Intentionally Deleted.

3.2 Base Rent Abatement Allocation. Intentionally
Deleted.

4. RENT ADJUSTMENTS. Tenant shall pay throughout the term of
this Lease as additional rent the Rent Adjustments herein set forth.

4.1 Taxes and Operating Expenses. Tenant shall pay as
Rent Adjustment Tenant's Proportionate Share of all Taxes and Operating
Expenses.

2
<PAGE> 7
4.2 Adjustments for Taxes and Operating Expenses.
Tenant's Proportionate Share of Taxes and Operating Expenses for each calendar
year shall be estimated annually by Landlord, and written notice thereof shall
be given to Tenant at least thirty (30) days prior to the beginning of each
calendar year. In the case of the calendar year in which the lease term
commences, written notice of the estimated Taxes and Operating Expenses shall
be given Tenant prior to the commencement date. Tenant shall pay Landlord each
month, at the same time as the Base Rent payment is due, an amount equal to
one-twelfth (1/12) of said annual estimate as Rent Adjustment Payment. If real
estate taxes or the cost of utility or janitorial services increase during a
calendar year, Landlord may increase the amount paid as Rent Adjustment Payment
during such year by giving Tenant written notice to that effect.

As soon as reasonably feasible after the end of each calendar
year, and receipt of the actual real estate tax bill for the year, Landlord
shall prepare and deliver to Tenant a statement showing Tenant's actual Rent
Adjustment. Landlord may prepare a statement after the end of the calendar
year showing actual Operating Expenses. Within thirty (30) days after receipt
of the aforementioned statement, Tenant shall pay to Landlord, or Landlord
shall credit against the next rent payment or payments due from Tenant, as the
case may be, the difference between Tenant's actual Rent Adjustment for the
preceding calendar year and the Rent Adjustment Payment Paid by Tenant during
such year. If this Lease shall commence, expire or be terminated on any date
other than the last day of a calendar year, then Tenant's Proportionate Share
of Operating Expenses and Taxes for such partial calendar year shall be
prorated on the basis of the number of days during the year this Lease was in
effect in relation to the total number of days in such year. Notwithstanding
the foregoing, Landlord agrees that the increase in operating Expenses that
are under Landlord's control shall be capped at 8% per year on a cumulative
compounded basis. The basis for this limitation shall be the 1992 Operating
Expenses.

4.3 Adjustment to Actual Taxes. When Landlord receives
notice of the actual amount of Taxes (as opposed to the estimated amount)
Landlord shall compare the estimated Taxes and actual Taxes. In the event of a
difference between the actual and estimated Taxes, Landlord shall calculate the
difference and apportion the difference among the remaining months of the
calendar year, increasing or decreasing as the case may be, the monthly amounts
collected from Tenant as Rent Adjustment on account of Taxes such that at the
end of the calendar year Tenant shall have paid Tenant's Proportionate Share of
Taxes. Landlord, as soon as practical after receipt of notice of the actual
Taxes, shall give written notice to Tenant of the amount of Taxes, Tenant's
Proportionate Share of such taxes, and of the adjustment, if any, in the
monthly Rent Adjustment.

4.4 Yearly Proration. If the lease term commences on any
day other than the first day of January, or if the lease term ends on any day
other than the last day of December, any Rent Adjustment payment due Landlord
shall be prorated, and Tenant shall pay such amount within thirty (30) days
after being billed. This covenant shall survive the expiration or termination
of this Lease.

4.5 Capital Costs. In the event that capital
improvements to the Project are made, after the date of this Lease, either to
comply with a requirement of governmental law, regulation or ordinance that was
not applicable to the Project as of the date of this Lease or to reduce
Operating Expenses, then Tenant shall pay to Landlord as a Rent Adjustment
Tenant's proportion of the cost of said capital improvement amortized over such
reasonable period as Landlord shall determine, together with interest at the
Prime Rate as established by Continental Illinois National Bank and Trust Co.
of Chicago (as of the day of disbursement) plus four percent (4%) per annum on
the unamortized balance. In no event shall such amount be amortized over a
period less than ten (10) years, nor shall Tenant be liable for any such
payments after the term of this Lease has expired.

4.6 Occupancy. In the event the Office Complex is not
Fully Occupied during any calendar year, the Tenant's Proportionate Share of
Operating Expenses and Taxes for that year will be equitably adjusted to
reflect Operating Expenses and Taxes as though the Office Complex were Fully
Occupied.

4.7 Audit. Tenant or its representative shall have the
right to examine Landlord's books and records with respect to the items in the
statement of Operating Expenses and Taxes during normal business hours

3
<PAGE> 8
at any time within ten (10) days following the furnishing of the statement to
Tenant. Unless Tenant takes written exception to any item within thirty (30)
days after the furnishing of the statement, such statement shall be considered
as final and accepted by Tenant. Any amount due Landlord as shown on any such
statement shall be paid by Tenant within thirty (30) days after it is furnished
to Tenant. If Tenant shall dispute, in writing, any specific item or items in
the statement of Operating Expenses and Taxes, and such dispute is not resolved
between Landlord and Tenant within sixty (60) days after the date the statement
was rendered, either party may, during the thirty (30) days next following the
expiration of said sixty (60) days, refer such disputed item or items to a
reputable, independent certified public accountant selected by Landlord, for
determination and the determination of such accountant shall be final,
conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all
costs involved in such determination unless it is determined that Landlord's
original calculation of both Taxes and Operating Expenses was in error by more
than five percent (5%). Pending the determination of any dispute with respect
to the statement submitted by Landlord, Tenant shall be required to pay the
sums shown as due on such statement within thirty (30) days of receipt thereof,
and if it shall be determined that any portion of such sums were not properly
chargeable to Tenant, then upon such determination, Landlord shall immediately
credit the appropriate sum to Tenant.

5. DIRECTLY CHARGED EXPENSES. The following services shall be
charged directly to Tenant.

5.1 Electrical Use. The Demised Premises shall be
separately metered for electrical use. Commonwealth Edison or the appropriate
other utility shall charge Tenant directly for all electrical services
furnished the Demised Premises. Tenant shall pay for said electrical services
in a timely and current manner.

5.2 Water Use. All water supplied to the Demised
Premises shall at Landlord's option be separately metered pursuant to Paragraph
6.2. In that event, the appropriate municipality, district or utility shall
separately charge Tenant for all water used on the Demised Premises. Tenant
shall pay for said separately metered water in a timely and current manner.

6. SERVICES. During the term of this Lease, so long as Tenant is
not in default under any covenant or condition of this Lease, Landlord shall
provide the following items and services:

6.1 Air Cooling and Heating. Air-cooling and heating
when necessary to provide a temperature condition as required, in Landlord's
judgment or by law or governmental regulation, for comfortable occupancy of the
Demised Premises during Normal Business Hours. Wherever heat generating
machines or equipment are used by Tenant in the Demised Premises, which affect
the temperature otherwise maintained by the air-cooling system, Landlord
reserves the right to install supplementary air-conditioning units in the
Demised Premises and the expense of such installation and equipment shall be
paid by Tenant. The expense resulting from the operation and maintenance of
any supplementary air-conditioning system shall be paid by Tenant to Landlord
as Additional Rent at rates established by Landlord.

6.2 Water. Landlord shall supply hot and cold water for
use in the lavatories which Landlord has installed for use by Tenant, in common
with other tenants. If Tenant desires water in the Demised Premises, cold
water only may be supplied from municipal water mains drawn through a line, and
fixtures, installed at Tenant's expense, with Landlord's written consent. If
in Landlord's sole judgment Tenant is using more than normal amounts of water,
then at Landlord's option a water meter shall be installed at Tenant's expense.

6.3 Elevator Service. At all times Landlord shall
furnish passenger elevator service in common with Landlord and other tenants
consisting of not less than one (1) elevator. Normal passenger elevator
service shall be furnished during Normal Business Hours. Freight elevator
service in common with Landlord and other tenants shall be furnished Monday,
Tuesday, Wednesday, Thursday, and Friday commencing at eight o'clock a.m. (8:00
a.m.) and terminating at five o'clock p.m. (5:00 p.m.). No freight elevator
service shall be provided on holidays, Saturdays, or Sundays. Normal freight
or normal passenger elevator service at other than the set times shall be at
Landlord's option and such services shall create no continuing obligation to
provide said service. Operatorless, automatic passenger and freight elevator
service shall be deemed elevator service under this paragraph.

4
<PAGE> 9
6.4 Janitorial. Janitorial service and customary
cleaning in and about the Demised Premises shall be provided, except for
Saturdays, Sundays and holidays, in accordance with the specifications set
forth in Exhibit D attached hereto and made a part hereof. Tenant shall not
provide any janitorial services or cleaning without Landlord's written consent
and then only subject to regulation by Landlord, with Tenant assuming sole
responsibility thereof. Any such janitorial or cleaning contractors or
employees shall be approved by Landlord at its sole discretion.

6.5 Window Cleaning. Window washing of all windows in
the Demised Premises, both inside and out, shall be done in conformance with
Exhibit "D" hereof, or more frequently if required in Landlord's sole judgment.

6.6 Additional Service Hours. If Tenant requests
Landlord to supply heat or air conditioning at times other than Normal Business
Hours, then upon at least 24 hours advance notice to Landlord, Landlord will
supply the necessary heat or air conditioning at rates set by Landlord.

6.7 Electrical Service. Separately metered electrical
service shall be provided by Landlord for the Demised Premises.

6.8 Service Interruptions. Landlord does not warrant
that any of the services above mentioned will be free from interruptions caused
by war, insurrection, civil commotion, riots, acts of God, governmental action,
repairs, renewal, improvements, alterations, strikes, lockouts, picketing,
whether legal or illegal, accidents, inability of Landlord to obtain fuel or
supplies or any other cause or causes beyond the reasonable control of
Landlord. Any such interruption of service shall not be deemed an eviction or
disturbance of Tenant's use and possession of the premises or any part hereof,
or render Landlord liable to Tenant for damages, or relieve Tenant from
performance of Tenant's obligations under this Lease. Notwithstanding the
foregoing if as a result of Landlord's negligence, such service has not been
restored within a period of ten (10) consecutive days, preventing Tenant from
operating its business in the Demised Premises, Tenant's obligation to pay Base
Rent, Rent Adjustment and other additional rent shall abate on a per diem basis
during such time thereafter as Landlord shall fail to provide services.

7. CONDITION OF PREMISES. Tenant's taking possession shall be
conclusive evidence that the Demised Premises were in good order and
satisfactory condition when Tenant took possession. No promise of Landlord to
alter, remodel, decorate, clean or improve the Demised Premises or the Project
and no representation with respect to the condition of the Demised Premises or
the Project have been made by Landlord to Tenant, unless the same is contained
herein, or made a part hereof or contained in a written document signed by
Landlord or its agent. This Lease does not grant any rights to light or air
over property, nor to a view of or from the Project. Tenant agrees to take the
Demised Premises "as is"; provided however that Tenant shall have thirty (30)
days from the commencement of the term of this Lease in which to give Landlord
notice of any material defects in the Demised Premises and Landlord shall
promptly repair same. The foregoing is not in limitation of the rights of
Landlord and Tenant described elsewhere herein. Landlord will not provide a
construction allowance. If any improvements are to be made the Landlord
requests that he approve any general contractor. Additionally, Tenant will use
only the Landlord's mechanical and electrical engineers for any planned
improvement requiring such services. Landlord's architect must review all
work.

8. POSSESSION. If Landlord shall be unable to give possession of
the Demised Premises on the date of the commencement of the term hereof by
reason of any of the following: (i) Landlord has not completed its preparation
of the Demised Premises, (ii) Landlord is unable to give possession of the
Demised Premises by reason of the holding over or retention of possession of
any tenant, tenants or occupants, or (iii) for any other reason, then Landlord
shall not be subject to any liability for the failure to give possession on
said date. Under such circumstances the Base Rent, Additional Rent and Rent
Adjustments reserved and covenanted to be paid herein shall not commence until
the Demised Premises are available for occupancy by Tenant, except where such
delay is the result of incomplete Tenant Improvement Work, then such delay
shall be regulated by the Tenant Improvement

5
<PAGE> 10
Work Agreement, Exhibit B. No failure to give possession on the date of
commencement of the term hereof shall affect the validity of this Lease or the
obligations of Tenant hereunder, nor shall the same be construed to extend the
term of this Lease. The Demised Premises shall not be deemed to be unready for
Tenant's occupancy or incomplete if: (i) only minor insubstantial details of
construction, decoration or mechanical adjustments remain to be done in the
Demised Premises or any part thereof, (ii) the delay in the availability of the
Demised Premises for occupancy shall be due to special work, changes,
alterations or additions required or made by Tenant in the layout or finish of
the Demised Premises, or (iii) otherwise caused by Tenant or shall be caused in
whole or in part by delay and/or default on the part of Tenant and/or its
subtenant or subtenants. In the event of any dispute as to whether the Demised
Premises are ready for Tenant's occupancy, the decision of the Project's Space
Planner shall be controlling upon Landlord and Tenant.

9. USE OF DEMISED PREMISES. Tenant shall occupy and use the
Demised Premises during the term for general offices and for no other purpose,
subject to the agreements herein contained.

9.1 Government Use Regulation. Tenant will not make or
permit to be made any use of the Demised Premises which, directly or indirectly
is forbidden by public law, ordinance or governmental regulation or which may
be dangerous to persons or property, or which may invalidate or increase the
premium cost of any policy of insurance carried on the Project or covering its
operations and Tenant shall not do, or permit to be done, any act or thing upon
the Demised Premises which will be in conflict with fire insurance policies
covering the Project. Tenant, at its sole expense shall comply with all rules,
regulations or requirements of the State Inspection and Rating Bureau, or any
other similar body, and shall not do, or permit anything to be done upon the
Demised Premises, or bring or keep anything hereon in violation of rules,
regulations or requirements of the Village of Schaumburg Fire Department, State
Inspection and Rating Bureau, Fire Insurance Rating Organization, or other
authority having jurisdiction, and then only in such quantity and manner of
storage as not to increase the rate of fire insurance applicable to the
Project.

9.2 Rules. Tenant shall faithfully observe and comply
with rules and regulations attached to and made a part of this Lease as Exhibit
C, and, after notice thereof, all reasonable modifications, amendments and
additions thereto from time to time adopted by Landlord or its agent. Landlord
shall not enforce any such rules or regulations in a manner that would
interfere with Tenant's intended use.

9.3 Breach. Tenant shall be notified of any breach and
given fifteen (15) days (unless in case of emergency or violation of law in
which case immediate remedy of such breach is required) to commence diligent
efforts to eliminate such breach. In addition to all other liabilities for
breach of any covenant of this Section 9, Tenant shall pay to Landlord all
damages caused by such breach and shall also pay to Landlord as Additional Rent
an amount equal to any increase in insurance premium or other additional costs
caused by such breach. Any violation of this Section 9 may be restrained by
injunction. Tenant shall be liable to Landlord for all damages resulting from
violation of any of the provisions of this Section 9. Nothing in this Lease
shall be construed to impose upon Landlord any duty or obligation to enforce
the provisions of this Section 9 or any rules and regulations previously or
hereafter adopted, or the terms, covenants or conditions of any other lease as
against any other tenant, and Landlord shall not be liable to Tenant for
violation of the same by any other tenant, its servants, employees, agents,
visitors or licensees.

9.4 Hazardous Material. In the event any Hazardous
Material (hereinafter defined) is brought into or onto the Leased Premises by
Tenant, Tenant shall handle any such material in compliance with all applicable
federal, state and/or local regulations. For purposes of this Section,
"Hazardous Material" means and includes any hazardous, toxic or dangerous
waste, substance or material defined as such in (or for purposes of) the
Comprehensive Environmental Response, Compensation, and Liability Act, any
so-called "Superfund" or "Superlien" law, or any federal, state, or local
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter in effect. Tenant shall submit to Landlord on an annual basis
copies of its approved hazardous materials communication plan, OSHA monitoring
plan, and permits

6
<PAGE> 11
required by the Resource Recovery and Conservation Act of 1976, if Tenant is
required to prepare, file or obtain any such plans or permits. Tenant will
indemnify and hold harmless Landlord from any losses, liabilities, damages,
costs or expenses (including reasonable attorney's fees) which Landlord may
suffer or incur as a result of Tenant's introduction into or unto the Leased
Premises of any Hazardous Material. This Section shall survive the expiration
or sooner termination of this Lease.

10. CARE AND MAINTENANCE. Subject to the provisions of Paragraph
11, Tenant shall, at Tenant's own expense, keep the Demised Premises in good
order, condition and repair during the term, ordinary wear excepted. If Tenant
does not make repairs promptly and adequately, Landlord may, but shall have no
obligation to, make repairs, and Tenant shall promptly pay the cost thereof
including a reasonable fee for Landlord's obtaining said repairs. Tenant shall
pay Landlord for premium time and for any other expense incurred in the event
repairs, alterations, decorating or other work in the Demised Premises are not
made during ordinary business hours at Tenant's request.

11. ALTERATIONS AND ADDITIONS. Tenant shall not do any painting,
or decorating, or erect any partitions, make any alterations, additions,
changes or repairs (hereinafter referred to as "Alterations and Additions") to
the Demised Premises without obtaining in each instance Landlord's prior
written consent. If Landlord consents to any proposed Alterations and
Additions, Landlord may impose such conditions with respect thereto as Landlord
deems appropriate, including, without limitation, requiring Tenant to furnish
Landlord with security for the payment of all costs to be incurred in
connection with such Alterations and Additions, insurance against liabilities
which may arise out of such Alterations and Additions, payment and performance
bonds, plans and specifications and permits necessary for such Alterations and
Additions, and requiring Landlord's approval of contractors and plans and
specifications for such Alterations and Additions. Unless otherwise agreed in
writing by Landlord and Tenant all Alterations and Additions shall be performed
either by Landlord, or if not performed by Landlord, shall be performed under
Landlord's regulation. In the event Alterations and Additions are not
performed by Landlord, Tenant shall pay to Landlord a reasonable fee, as
determined by Landlord, for its regulation of such Alterations and Additions.
Unless otherwise provided by written agreement, all Alterations and Additions
shall remain upon and be surrendered with the Demised Premises, providing that
at Landlord's option, Tenant shall, at its expense, when surrendering the
Demised Premises, remove from the Demised Premises all such Alterations and
Additions installed in the Demised Premises by Tenant and restore the Demised
Premises to their condition as of the commencement of the Lease term, normal
wear excepted. If Tenant does not remove said Alterations and Additions after
requested to do so by Landlord, Landlord may remove the same and Tenant shall
pay the cost of such removal to Landlord upon demand. To the extent said
Alterations and Additions are controlled by Tenant, Tenant hereby agrees to
protect, defend, and indemnify Landlord, its agents and employees, with regard
to the Demised Premises and the Project, from any and all liabilities of every
kind and description which may arise out of or be connected in any way with
said Alterations or Additions. Any mechanic's lien filed against the Demised
Premises or the Project or any notice which is received by either Landlord or
Tenant for work claimed to have been furnished to Tenant shall be released and
discharged, within fifteen (15) days after such filing or receipt, whichever is
applicable, at Tenant's expense, and if such lien or notice is filed, it shall
be released and discharged of record by Tenant within said fifteen (15) days.
For Alterations and Additions performed other than by Landlord, upon completion
Tenant shall furnish Landlord with contractors' affidavits and full and final
waivers of lien and receipted bills covering all labor and materials expended
and used. All Alterations and Additions shall comply with all insurance
requirements and with all applicable laws, statutes, ordinances, and
regulations. All Alterations and Additions shall be constructed in good and
workmanlike manner and only first class material shall be used.

It is further agreed, with respect to Alterations and Additions, that
at the time Tenant requests Landlord's approval of any Alterations and
Additions, Tenant may request Landlord to waive its right to require Tenant to
remove such Alterations and Additions upon termination of the Lease, and unless
Landlord expressly reserves such right in writing in its approval of Tenant
plans, Landlord shall be deemed to have waived such right.

12. ACCESS TO DEMISED PREMISES. Tenant shall permit Landlord to
erect, use and maintain pipes, ducts, wiring and conduits in and through the
Demised Premises. Landlord or Landlord's agents shall have

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<PAGE> 12
the right to enter the Demised Premises at reasonable times and upon reasonable
notice except in case of emergency to inspect the same, to perform janitorial
and cleaning services and to make such decorations, repairs, alterations,
improvements or additions to the Demised Premises or the Project as Landlord
may deem reasonably necessary and Landlord shall be allowed to take all
reasonable amounts and types of material into and upon said Demised Premises
that may be required therefor without the same constituting an eviction of
Tenant in whole or in part and the Base Rent, Additional Rent, and Rent
Adjustments shall in no way abate (except as provided in Section 13) while said
decorations, repairs, alterations, improvements, or additions are being made,
by reason of loss or interruption of business of Tenant, or otherwise. If
Tenant shall not be personally present to open and permit entry into said
Demised Premises, at any time, when for any reason entry therein shall be
necessary or permissible, Landlord or Landlord's agents may enter the same by a
master key, or may in the event of any emergency forcibly enter the same,
without rendering Landlord or its agents liable therefor (provided that during
such entry Landlord and Landlord's agents shall accord reasonable care to
Tenant's property), and without in any manner affecting the obligations and
covenants of this Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon Landlord any obligations, responsibility or liability
whatsoever for the care, supervision or repair of the Project or any part
thereof, other than as herein provided. Landlord shall also have the right at
any time, without the same constituting an actual or constructive eviction and
without incurring any liability to Tenant therefor, to change the arrangement
and/or location of entrances or passageways, doors and doorways, and corridors,
elevators, stairs, toilets or other public parts of the Project, and to close
entrances, doors, corridors, elevators or other facilities. Landlord shall not
be liable to Tenant for any expense, injury, loss or damage resulting from work
done in or upon, or the use of, any adjacent or nearby buildings, land, streets
or alleys except as a result of Landlord's gross negligence or willful
misconduct.

13. UNTENANTABILITY. If the Demised Premises or if the Office
Complex in which the Demised Premises is located (including machinery and
equipment used in its operation) shall be destroyed or damaged by fire or other
casualty and if the Demised Premises or office tower in which the Demised
Premises are located may be repaired and restored within one hundred eighty
(180) days after such damage plus such additional time during which Landlord
may be prevented from completing the repairs for causes beyond its reasonable
control, then Landlord shall repair and restore the same with reasonable
promptness.

If such damage renders the Demised Premises untenantable, in
whole or in part, and if, in Landlord's sole judgment, such damage cannot
reasonably be repaired and restored within one hundred eighty (180) days plus
such additional time during which Landlord may be prevented from completing the
repairs for causes beyond its reasonable control, either party shall have the
right to cancel and terminate this Lease as of the date of such damage,
provided, however, that Tenant may not elect to terminate this Lease if such
damage was caused by the act or neglect of Tenant, its agents, servants,
employees, guests, licensees or invitees.

In the event any such damage renders the Demised Premises
untenantable and if this Lease shall not be cancelled and terminated by reason
of such damage, Landlord agrees to repair and restore the same with reasonable
promptness. In the event any such damage not caused by the act or neglect of
Tenant, its agents, servants, employees, guests, licensees or invitees, renders
the Demised Premises untenantable, then Base Rent, Additional Rent, and Rent
Adjustments shall abate on a per diem basis during the period beginning with
the date of such fire or other casualty and ending with the date when the
Demised Premises are again rendered tenantable, such abatement to be in an
amount bearing the same ratio to the total amount of rent for such period as
the untenantable portion of the Demised Premises bears to the entire Demised
Premises. Landlord's duty to repair and restore shall be limited to the
Demised Premises and Tenant Finish, including Building Standard and
Non-Building Standard Tenant Finish; provided that Landlord shall have no duty
to repair or restore Tenant's personal property, special lighting fixtures,
built-in cabinets or bookshelves, equipment or trade fixtures.

Any right to terminate or any other option provided for any
party in this Section 13 must be exercised by written notice to the other party
served within thirty (30) days after such damage shall have occurred.

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<PAGE> 13
In the event of the termination of this Lease pursuant to this
section, Base Rent, Additional Rent, Rent Adjustment Payment, and Rent
Adjustments shall be apportioned on a per diem basis and paid to the date of
the fire or other casualty. In the event that the Demised Premises are
partially damaged by fire or other casualty but not made wholly untenantable,
then Landlord shall, except during the last year of the term hereof or except
in cases of damage caused by the negligence of Tenant, proceed with all due
diligence to repair and restore the Demised Premises and the Base Rent,
Additional Rent, and Rent Adjustments shall abate in proportion to the
nonusability of the Demised Premises during the period of untenantability. If
a portion of the Demised Premises are made untenantable as aforesaid during the
last year of the term hereof, Landlord shall have the right to terminate this
Lease as of the date of the fire or other casualty by giving written notice
thereof to Tenant within thirty (30) days after the date of such fire or other
casualty, in which event the Base Rent, Additional Rent, Rent Adjustment
Payment, and Rent Adjustments shall be apportioned on a per diem basis and paid
to the date of such fire or other casualty.

14. EMINENT DOMAIN. If a substantial portion of the Office
Complex in which the Demised Premises is located, or a substantial part of the
Demised Premises, shall be taken or condemned for any public or quasi-public
use or purpose, or conveyed under threat of such condemnation, the term of this
Lease shall end upon, and not before, the date of the taking of possession by
the condemning authority, and without apportionment of the award. Tenant
hereby assigns to Landlord Tenant's interest in such award, if any; however,
Tenant may receive compensation for relocation, business loss and other items
so long as such award shall in no way reduce the compensation otherwise payable
to Landlord. Current rent shall be apportioned as of the date of Lease
termination. If any part of the Project shall be so taken or condemned, or if
the grade of any street or alley adjacent to the Office Complex in which the
Demised Premises is located is changed by any competent authority and such
taking or change of grade makes it necessary or desirable to demolish,
substantially remodel, or restore the Office Complex in which the Demised
Premises is located, Landlord shall have the right to cancel this Lease upon
not less than ninety (90) days' written notice prior to the date of
cancellation designated in the notice. No money or other consideration shall
be payable by Landlord to Tenant for the right of cancellation, and Tenant
shall have no right to share in the condemnation award or in any judgment for
damages caused by the change of grade. If an insubstantial portion of the
Demised Premises or any portion of the Project shall be lawfully taken or
condemned or conveyed under threat of condemnation so that the Demised Premises
can be used by Tenant for the purpose set forth in this Lease, and this Lease
is not terminated by Landlord, Landlord shall repair the Demised Premises, if
affected, and the Lease shall be amended to reduce Tenant's Proportion and Base
Rent in the proportion of the amount taken from the Demised Premises.

15. ASSIGNMENT - SUBLETTING.

15.1 Prohibition Assignment - Subletting. Except as
provided herein, Tenant shall not, without Landlord's prior written consent:
(a) assign, hypothecate, mortgage, encumber, or convey this Lease; (b) allow
any transfer hereof or any lien upon Tenant's interest by operation of law; (c)
sublet the Demised Premises or any part thereof; or (d) permit the use or
occupancy of the Demised Premises or any part thereof by anyone other than
Tenant.

15.2 Information to be Provided. In the event Tenant
desires the consent of Landlord to an assignment of the entire Demised Premises
for the remaining term or subletting of all or a portion of the Demised
Premises, Tenant shall submit to Landlord; (a) the proposed sublease or
assignment, which is not to commence prior to thirty (30) days from the date
the submission to Landlord occurs, and is subject to approval of Landlord; and
(b) sufficient information to permit Landlord to determine the acceptability,
financial responsibility, and character of subtenant or assignee.

15.3 Landlord's Response. Within fifteen (15) days after
receipt of the materials and information set forth in Section 15.2, Landlord
shall respond by, either: (i) granting or refusing its consent; (ii)
terminating this Lease on the date of the assignment or sublease was to
commence; or (iii) terminating this Lease for the Subject Premises so as to
lease the Subject Premises directly to the subtenant or assignee. Tenant shall

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<PAGE> 14
remain liable for all payments due under this Lease through the date of
termination even though such amounts may be billed subsequent to termination.

15.4 Landlord's Failure to Terminate Lease. If Landlord
does not terminate this Lease for the Subject Premises or terminate the lease
so as to lease the Subject Premises directly to subtenant or assignee pursuant
to Paragraph 15.3, Landlord shall not unreasonably withhold or delay its
consent, except that such consent may be reasonably withheld if (a) in the
reasonable judgment of Landlord, the subtenant or assignee is of a character or
engaged in a business which is not in keeping with the standards of Landlord
for the Project; (b) in the reasonable judgment of Landlord, the purposes for
which the subtenant or assignee intends to use the Subject Premises are not in
keeping with the standards of Landlord for the Project, or are in material
violation of the terms of any other lease in the Project, (the purpose for
which subtenant or assignee intends to use the Subject Premises may not be in
material violation of this Lease); (c) Tenant is in default under this Lease;
(d) the Subject Premises is not regular in shape with appropriate means of
ingress and egress and suitable for normal renting purposes; (e) the subtenant
or assignee is either a government (or subdivision or agency thereof) or a
present occupant of Woodfield Corporate Center; (f) an assignment is desired
and the Subject Premises is less than the entire Demised Premises or less than
the remaining term is being assigned; (g) the assignee or sublessee is not, in
the sole judgment of Landlord, solvent or does not have unencumbered assets of
a value at least equal to the projected costs of the obligations to be assumed
for the unexpired term of this Lease; (h) in the reasonable judgment of
Landlord such a sublease or assignment would violate any term, condition,
covenant, negative covenant or agreement of the Landlord involving Woodfield
Corporate Center, or any other tenant's lease within Woodfield Corporate
Center.

15.5 Landlord's Consent Conditions. If Landlord grants
consent it shall be upon and subject to the following terms: (a) the terms and
conditions of this Lease, including among other things, Tenant's liability for
the Subject Premises shall in no way be deemed modified, abrogated or amended;
(b) Tenant shall pay Landlord a reasonable fee determined by Landlord for each
sublease or assignment submitted; (c) the consent shall not be deemed a consent
to any further subletting or assignments by either Tenant, subtenants or
assignees; and (d) Tenant shall pay Landlord as additional Base Rent, all of
the excess payments or other economic consideration whether denominated as rent
or otherwise (together with escalations) payable to Tenant under the sublease
or assignment which might be in excess of the Base Rent plus Additional Rent
and Rent Adjustments payable to Landlord under this Lease.

15.6 Subsidiaries and Affiliates. Tenant shall have the
right to assign this Lease to any wholly-owned subsidiary, or wholly-owned
affiliate or if Tenant is a wholly-owned subsidiary to the parent corporation
or wholly-owned affiliate, providing the succeeding entity shall in Landlord's
sole determination have a net worth equal to or exceeding the predecessor, and
further providing that such a sublease or assignment shall not breach any
covenant or agreement that Landlord has made regarding the Project.

16. LANDLORD'S MORTGAGE - GROUND LEASE. Landlord may execute and
deliver a mortgage or trust deed in the nature of mortgage, both sometimes
hereinafter referred to as "Mortgage," against the Project or any interest
therein, and may sell and lease back the underlying land on which the Project
is situated. If requested by the mortgagee or trustee or by the lessor of any
ground or underlying lease (ground lessor), and provided Tenant is furnished a
non-disturbance agreement in a form and content reasonably acceptable to Tenant
providing that as long as Tenant is not in default of the Lease beyond any
grace period, Tenant's occupancy will not be disturbed and Landlord's
obligations will continue to be performed, Tenant will either subordinate its
interest in this Lease to said Mortgage, or ground lessor or underlying lease
or make such interest superior, and will execute such agreement or agreements
as may be reasonably required by such mortgagee, trustee or ground lessor.

16.1 Foreclosure. Should any Mortgage affecting the
Project be foreclosed or if any ground or underlying lease be terminated: (a)
the liability of the mortgagee, trustee or purchaser at such foreclosure sale
or the liability of a subsequent owner designated as Landlord under this Lease
shall exist only so long as said trustee, mortgagee, purchaser or subsequent
owner is the owner of the Project and such liability shall not continue or
survive after further transfer of ownership; (b) upon request of the mortgagee
or trustee, Tenant will attorn, as

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<PAGE> 15
Tenant under this Lease, to the purchaser at any foreclosure sale thereunder,
or if any ground or underlying lease be terminated for any reason, Tenant will
attorn as Tenant under this Lease to the ground lessor under the ground lease
and will execute such instruments as may be necessary or appropriate to
evidence such attornment; (c) this Lease may be terminated by the mortgagee or
ground lessor if Tenant is named as a party and served with process in any
applicable proceeding and a warrant or judgment for possession of the Demised
Premises is issued in such proceeding.

16.2 Notice to Lender. In the event of a ground lease,
mortgage or other similar arrangement, and notice thereof being given to
Tenant, Tenant agrees that this Lease may not be modified or amended so as to
reduce the rent or shorten the term provided hereunder, or so as to adversely
affect in any other respect to any material extent the rights of Landlord, nor
shall this Lease be cancelled or surrendered without the prior written consent,
in each instance, of the ground lessor, the mortgagee, or similar entity.

17. CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves and
may at Landlord's option exercise the following rights without affecting
Tenant's obligations hereunder: (a) to change the name or street address of
the Project; (b) to install and maintain a sign or signs on the exterior of the
office towers or the Project; (c) to have access for Landlord and the other
tenants of the Project to any mail chutes located on the Demised Premises
according to the rules of the United States Postal Service; (d) to designate
all sources furnishing sign painting and lettering, vending machines and their
suppliers, and lamps and bulbs used on the Demised Premises; (e) to decorate,
remodel, repair, alter or otherwise prepare the Demised Premises for
reoccupancy if Tenant vacates the Demised Premises prior to the expiration of
the term; (f) to retain at all times pass keys to the Demised Premises; (g) to
grant to anyone the exclusive right to conduct any particular business or
undertaking in the Project; provided that such exclusive right does not operate
to preclude or impair Tenant's use of the Demised Premises (h) to exercise
reasonable or necessary control over signage in, on and about the Project; (i)
to close the Office Complex or the Project after regular working hours and on
legal holidays, subject, however, to Tenant's right of admittance, under such
reasonable regulations as Landlord may prescribe from time to time, which may
include, by way of example but not of limitation, that persons entering or
leaving the Office Complex in which the Demised Premises are located or the
Project identify themselves to a security guard by registration or otherwise,
and that said persons establish their right to enter or leave the Office
Complex or Project; (j) to approve the weight, size and location of safes or
other heavy equipment or articles, which articles may be moved in, about, or
out of the Project or Demised Premises only at such times and in such manner as
Landlord shall direct and in all events, however, at Tenant's sole risk and
responsibility; and (k) to take any and all measures, including inspections,
repairs, alterations, decorations, additions and improvements to the Demised
Premises or to the Project, as may be necessary or desirable for the safety,
protection or preservation of the Demised Premises or the Project or Landlord's
interests, or as may be necessary or desirable in the operation of the Project.

Landlord may enter upon the Demised Premises and may exercise
any or all of the foregoing rights hereby reserved without being deemed guilty
of an eviction or disturbance of Tenant's use or possession and without being
liable in any manner to Tenant and without abatement of Base Rent or Rent
Adjustments or affecting any of Tenant's obligations hereunder.

18. LANDLORD'S REMEDIES. All rights and remedies of Landlord
herein enumerated shall be cumulative, and none shall exclude any other right
or remedy allowed by Law.

18.1 Bankruptcy or Insolvency. It is understood and
agreed that the following shall apply in the event of the bankruptcy or
insolvency of Tenant:

(A) If a petition is filed by, or an order for
relief is entered against Tenant under Chapter 7 of the
Bankruptcy Code and the trustee of Tenant elects to assume
this Lease for the purpose of assigning it, such election or
assignment, or both, may be made only if all of the terms and
conditions of subparagraphs (B) and (D) below are satisfied.
To be effective, an election to assume this Lease must be in
writing and addressed to Landlord, and in Landlord's business

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<PAGE> 16
judgement, all of the conditions hereinafter stated, which
Landlord and Tenant acknowledge to be commercially reasonable,
must have been satisfied. If the trustee fails so to elect to
assume this Lease within sixty (60) days after such filing or
order, this Lease will be deemed to have been rejected, and
Landlord shall then immediately be entitled to possession of
the Premises without further obligation to Tenant or the
trustee, and this Lease shall be terminated. Landlord's
right to be compensated for damages in the bankruptcy
proceeding, however, shall survive such termination.

(B) If Tenant files a petition for reorganization
under Chapters 11 or 13 of the Bankruptcy Code, or if a
proceeding filed by or against Tenant under any other chapter
of Bankruptcy Code is converted to a Chapter 11 or 13
proceeding and Tenant's trustee or Tenant as
debtor-in-possession fails to assume this Lease within sixty
(60) days from the date of the filing of such petition or
conversion, then the trustee or the debtor-in-possession shall
be deemed to have rejected this Lease. To be effective, any
election to assume this Lease must be in writing addressed to
Landlord and, in Landlord's business judgement, all of the
following conditions, which Landlord and Tenant acknowledge to
be commercially reasonable, must have been satisfied:

(1) The trustee or the
debtor-in-possession has cured or has provided to
Landlord adequate assurance, as defined in this
subparagraph (B), that:

(a) It will cure all monetary
defaults under this Lease within ten (10)
days from the date of assumption; and

(b) It will cure all nonmonetary
defaults under this Lease within thirty (30)
days from the date of assumption.

(2) The trustee or the
debtor-in-possession has compensated Landlord, or has
provided Landlord with adequate assurance, as
hereinafter defined, that within ten (10) days from
the date of assumption Landlord will be compensated
for any pecuniary loss it has incurred arising from
the default of Tenant, the trustee, or the debtor-in-
possession, as recited in Landlord's written
statement of pecuniary loss sent to the trustee or
debtor-in-possession.

(3) The trustee or the
debtor-in-possession has provided Landlord with
adequate assurance of the future performance of each
of Tenant's obligations under this Lease; provided,
however, that:

(a) From and after the date of
assumption of this Lease, it shall pay all
monetary obligations, including the Base and
Additional Rents payable under this Lease in
advance in equal monthly installments on each
date that such Rents are payable.

(b) It shall also deposit with
Landlord, as security for the timely payment
of Rent, an amount equal to three months'
Base Rent and other monetary obligations
payable under this Lease;

(c) If not otherwise required by
the terms of this Lease, it shall also pay in
advance, on each day that any installment of
Base Rent is payable, one-twelfth of Tenant's
annual tax, escalation and other obligations
under this Lease; and

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<PAGE> 17
(d) The obligations imposed upon
the trustee or the debtor-in-possession will
continue for Tenant after the completion of
bankruptcy proceedings.

(4) For purposes of this subparagraph
(B), "adequate assurance" means that:

(a) Landlord determines that the
Tenant, trustee or the debtor-in-possession
has, and will continue to have, sufficient
unencumbered assets, after the payment of all
secured obligations and administrative
expenses, to assure Landlord that the trustee
or the debtor-in-possession will have
sufficient funds timely to fulfill Tenant's
obligations under this Lease and to keep the
Premises properly staffed with sufficient
employees to conduct a fully operational,
actively promoted business in the Premises;
and

(b) An order shall have been
entered segregating sufficient cash payable
to Landlord and/or a valid and perfected
first lien and security interest shall have
been granted in property of Tenant, trustee,
or debtor-in-possession which is acceptable
in value and kind to Landlord, to secure to
Landlord the obligation of the Tenant,
trustee or debtor-in-possession to cure all
monetary and nonmonetary defaults under this
Lease within the time periods set forth
above.

(C) In the event this Lease is assumed by a
trustee appointed for Tenant or by Tenant as
debtor-in-possession under the provisions of subparagraph (B)
above and, thereafter, Tenant is either adjudicated a bankrupt
or files a subsequent petition for arrangement under Chapter
11 of the Bankruptcy Code, then Landlord may, at its option,
terminate this Lease and all the tenant's rights under it, by
giving written notice of Landlord's election so to terminate.

(D) If the trustee or the debtor-in-possession
has assumed this Lease, pursuant to subparagraph (A) or (B)
above, to assign or to elect to assign Tenant's interest under
this Lease or the estate created by that interest to any other
person, such interest or estate may be assigned only if the
intended assignee has provided adequate assurance of future
performance, as defined in this subparagraph (D), of all of
the terms, covenants, and conditions of this Lease. For the
purposes of this subparagraph (D) "adequate assurance of
future performance" means that Landlord has ascertained that
each of the following conditions has been satisfied:

(1) The assignee has submitted a current
financial statement, audited by a certified public
accountant, which shows a net worth and working
capital in amounts determined by Landlord to be
sufficient to assure the future performance by the
assignee of the tenant's obligations under this
Lease;

(2) If requested by Landlord, the
assignee will obtain guarantees, in form and
substance satisfactory to Landlord, from one or more
persons who satisfy Landlord's standards of
creditworthiness; and

(3) Landlord or the assignee has
obtained consents or waivers from any third parties
which may be required under any lease, mortgage,
financing arrangement, or other agreement by which
Landlord is bound, to enable Landlord to permit such
assignment.

(E) When, pursuant to the Bankruptcy Code, the
trustee or the debtor-in-possession is obligated to pay
reasonable use and occupancy charges for the use of all or
part of the

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<PAGE> 18
Premises, it is agreed that such charges will not be less than the
Base Rent as defined in this Lease, plus additional rent and other
monetary obligations of Tenant included herein.

(F) Neither Tenant's interest in this Lease nor
any estate of Tenant created in this Lease shall pass to any
trustee, receiver, assignee for the benefit of creditors, or
any other person or entity, nor otherwise by operation of law
under the laws of any state having jurisdiction of the person
or property of Tenant, unless Landlord consents in writing to
such transfer. Landlord's acceptance of rent or any other
payments from any trustee, receiver, assignee, person, or
other entity will not be deemed to have waived, or waive,
either the requirement of Landlord's consent or Landlord's
right to terminate this Lease for any transfer of Tenant's
interest under this Lease without such consent.

18.2 Tenant Cure Period. If Tenant defaults in the
payment of Base Rent, Additional Rent, Rent Adjustment Payments or Rent
Adjustments and Tenant does not cure the default within five (5) business days
after demand for payment by Landlord or its authorized agent of such Base Rent,
Additional Base Rent, Rent Adjustment Payments or Rent Adjustments or if Tenant
defaults in the prompt and full performance of any other provisions of this
Lease, and Tenant does not cure the default within fifteen (15) business days
after written demand by Landlord or its authorized agent that the default be
cured (unless the default involves a hazardous condition, which shall be cured
forthwith) or if Tenant abandons the Demised Premises, then and in any such
event Landlord may, if Landlord so elects but not otherwise, and with or
without notice of such election, and with or without any demand whatsoever,
either terminate this Lease and Tenant's right to possession of the Demised
Premises or, without terminating this Lease, terminate Tenant's right to
possession of the Demised Premises.

18.3 Surrender. Upon any termination of this Lease,
whether by lapse of time or otherwise, or upon any termination of Tenant's
right to possession without termination of the Lease, Tenant shall surrender
possession and vacate the Demised Premises immediately, and deliver possession
thereof to Landlord, and hereby grants to Landlord full and free license to
enter into and upon the Demised Premises in such event with process of law and
to repossess the Demised Premises as of Landlord's former estate and to expel
or remove Tenant and any others who may be occupying or within the Demised
Premises and to remove any and all property therefrom, using such force as may
be necessary, without being deemed in any manner guilty of trespass, eviction
or forcible entry or detainer, and without relinquishing Landlord's rights to
Base Rent, Additional Rent, Rent Adjustment Deposits, or Rent Adjustments or
any other right given to Landlord hereunder or by operation of law.

18.4 Tenant Abandonment. Landlord may elect to terminate
Tenant's right to possession of the Demised Premises, without terminating this
Lease or the other rights set forth herein, if Tenant fails to occupy, take
possession, abandons, vacates the Demised Premises, or otherwise entitles
Landlord to so elect.

Upon and after entry into possession without termination of
this Lease, Landlord may, but need not, relet the Demised Premises or any part
thereof for the account of Tenant to any person, firm or corporation other than
Tenant for such rent, for such time, and upon such terms as Landlord, in
Landlord's sole discretion, shall determine. In any such case, Landlord may
make repairs, alterations and additions in or to the Demised Premises, and
redecorate the same to the extent deemed by Landlord necessary or desirable,
and Tenant shall, upon demand, pay the cost thereof, together with Landlord's
expenses of the reletting. If the consideration collected by Landlord for
reletting upon Tenant's account is insufficient to meet all of Tenant's
obligations under this Lease, and all expenses incurred by Landlord in
reletting, including but not limited to costs for leasing commissions,
advertising, redecoration and repairs, Tenant shall remain liable for the unmet
obligations and expenses. However, Landlord shall have no obligation to return
sums collected from Tenant in the event of such reletting.

18.5 Tenant's Property. Any and all property which may be
removed from the Demised Premises by Landlord pursuant to the authority of this
Lease or of law, to which Tenant is or may be entitled, may be handled, removed
or stored by Landlord at the risk, cost and expense of Tenant, and Landlord
shall in no event be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay to Landlord, upon demand, any

14
<PAGE> 19
and all expenses incurred in such removal and all storage charges against such
property so long as the same shall be in Landlord's possession or under
Landlord's control. Any such property of Tenant not retaken from storage by
Tenant within thirty (30) days after the end of this Lease, however terminated,
shall be conclusively presumed to have been conveyed by Tenant to Landlord
under this Lease as a bill of sale without further payment or credit by
Landlord to Tenant, Tenant hereby waives any claim to such property or against
Landlord for such property, or for any damages to such property.

18.6 Lease Lien. Tenant hereby grants to Landlord a first
lien upon the leasehold interest of Tenant under this Lease to secure the
payment of moneys due under this Lease, which lien may be enforced in equity;
and Landlord shall be entitled as a matter of right to have a receiver
appointed to take possession of the Demised Premises and relet the same under
order of court.

18.7 Cost of Enforcement. Tenant shall pay upon demand
all Landlord's costs, charges and expenses, including the fees of counsel,
agents and others retained by Landlord, incurred in enforcing Tenant's
obligations hereunder or incurred by Landlord in any litigation, negotiation or
transaction in which Tenant causes Landlord, without Landlord's fault, to
become involved or concerned.

19. CROSS DEFAULT FOR OTHER LEASES. If during the term of any
lease or leases, other than this Lease, made by Tenant for any other premises
in the Project said lease or leases shall be terminated or terminable after the
making of this Lease because of any default by Tenant under such other lease or
leases, such fact shall empower Landlord, at Landlord's sole option, to
terminate this Lease by notice to Tenant.

20. SURRENDER OF POSSESSION. Upon the expiration or other
termination of the term of this Lease, or Tenant's right to possession
hereunder, Tenant shall quit and surrender to Landlord the Demised Premises,
broom clean, in good order and condition, ordinary wear excepted, and Tenant
shall remove all of its property.

21. HOLDING OVER. If Tenant retains possession of the Demised
Premises or any part thereof after the termination of this Lease or any
extension thereof, by lapse of time or otherwise, Tenant shall pay Landlord the
monthly Base Rent, plus Additional Rent and Rent Adjustments as due under the
Rent Adjustment Deposit, at double the rate payable for the month immediately
preceding said holding over computed on a per-month basis, for each month or
part thereof (without reduction for any such partial month) that Tenant thus
remains in possession, and in addition thereto, Tenant shall pay Landlord all
damages, consequential as well as direct, sustained by reason of Tenant's
retention of possession. Tenant shall also pay any legal cost incurred by
reason of Tenant's holdover. The provisions of this Section 21 do not exclude
Landlord's right of re-entry or any other rights afforded Landlord hereunder,
or by law.

22. NOTICES. All Notices shall be in writing, and shall be
effectively served by Landlord upon Tenant in any one of the following manners:
(a) by delivery to Tenant, or a representative of Tenant, (b) by forwarding
through certified or Registered Mail, postage prepaid, to Tenant at the Demised
Premises, provided notice shall be sent to such other Postal Address as Tenant
may from time to time notify Landlord of in writing in which case the time of
mailing shall be the time of notice, (c) by leaving a copy at the Demised
Premises, or (d) by affixing a copy to any door leading into the Demised
Premises; provided however, notice shall also simultaneously be given by
pursuant to (a).

Notices shall be effectively served by Tenant upon Landlord
when addressed to Landlord and served either: (a) upon an officer of Landlord
or Landlord's agent; or (b) Certified or Registered Mail, postage prepaid, to
Landlord in care of The Prudential Realty Group, Suite 500, Prudential Plaza,
Chicago, Illinois 60601 Re: V-323, provided that Landlord may, from time to
time, change said address by written notice to Tenant.

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<PAGE> 20
23. CHANGE OF DEMISED PREMISES. Landlord, at Landlord's cost and
expense, may upon not less than sixty (60) days written notice to Tenant,
relocate Tenant to another location in the Woodfield Corporate Center.

24. SECURITY DEPOSIT. Intentionally Deleted.

24.1 Interest on Security Deposit. Intentionally Deleted.

25. TENANT'S RESPONSIBILITY. To the extent permitted by law,
Tenant shall assume the risk of responsibility for, have the obligation to
insure against, and indemnify Landlord and hold it harmless from, any and all
liability for any loss of or damage or injury to any person (including death
resulting therefrom) or property occurring in, on or about the Demised
Premises, regardless of cause, except for any loss or damage caused by the sole
negligence of Landlord, and its employees and agents, and Tenant hereby
releases Landlord from any and all liability for same. Tenant's obligation to
indemnify Landlord hereunder shall include the duty to defend against any
claims asserted by reason of such loss, damage or injury and to pay any
judgments, settlements, reasonable costs, reasonable fees and reasonable
expenses, including attorneys' fees, incurred in connection therewith.
Notwithstanding the foregoing Landlord shall be responsible for, shall insure
against and shall indemnify and defend Tenant and hold it harmless from any and
all liability, for any loss, damage or injury to Person or property occurring
in, on, or about the common areas and facilities of the Project and the walks,
driveways, parking structure and landscaped areas adjacent to the Project and
hereby releases Tenant its employees and agents from any liability for the same
except for any loss or damage caused by the negligence or willful misconduct of
Tenant its employees and agents.

26. DEMISED PREMISES SECURITY. Tenant assumes full responsibility
for: (i) protecting the Demised Premises from theft, robbery and pilferage,
(ii) keeping the Demised Premises secure, and (iii) locking the doors in and to
the Demised Premises. Any damage resulting from Tenant's failure to fulfill
said responsibility shall be paid for by Tenant. All property belonging to
Tenant, or any other person in the Demised Premises, which is in the Project or
in the Demised Premises, shall be there at the risk of Tenant or the other
person only. Landlord, its agent and their respective officers and employees
shall not be liable for damage, theft, or misappropriation thereof except as a
result of the gross negligence or willful misconduct of Landlord, its agents or
its employees. Tenant shall and hereby does indemnify and hold harmless
Landlord, its agents and their respective officers and employees, from any
claims arising out of the above, including subrogation claims by Tenant's
insurance carrier, except as excluded above.

27. INSURANCE. Tenant shall carry insurance during the entire
term insuring Tenant and Landlord, its Partners, and its Managing Agent as
their interests may appear with provisions, coverages and in companies
satisfactory to Landlord, and with such increases in limits as Landlord may
from time to time request. Initially, Tenant shall maintain coverages as
follows:

27.1 Liability Coverage. In case of personal injury to or
death of any person or persons, not less than $1,000,000 for each injury or
death to a person and $3,000,000 for each occurrence and, in case of property
damage, not less than $1,000,000 for any one occurrence.

27.2 Fire and Extended Coverage. In case of fire,
sprinkler leakage, malicious mischief, vandalism, and other extended coverage
perils, for the full insurable replacement value of all additions, and of all
office furniture, office equipment, merchandise and all other items of Tenant's
property on the Demised Premises.

27.3 Certificate of Insurance. Tenant shall, prior to the
commencement of the term, furnish to Landlord policies or certificates
evidencing such coverage, which certificates shall state that such insurance
coverage may not be changed or cancelled without at least 30 days prior written
notice to Landlord and Tenant. In the event Tenant shall fail to procure such
insurance, Landlord may at its option procure the same for the account of
Tenant and the cost thereof shall be paid to Landlord as Additional Rent upon
receipt by Tenant of bills therefor.

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<PAGE> 21
27.4 Landlord's Insurance. Landlord agrees to purchase
and keep in force and effect comprehensive general liability insurance in an
amount not less than two million dollars ($2,000,000.00) and insurance on the
Building against fire and other casualty, including but not limited to
vandalism and malicious mischief, perils covered by extended coverage, theft,
sprinkler leakage, water damage (however caused), explosion, malfunction or
failure of heating and cooling or other apparatus, and other similar risks in
an amount not less than 100% of the full insurable replacement value of the
Building. Such insurance shall provide that it is specific and not
contributory and shall contain a replacement cost endorsement and a clause
pursuant to which the insurance carriers waive all rights of subrogation
against the Tenant with respect to losses payable under such policies.

28. MISCELLANEOUS

28.1 Waiver of Defaults. No waiver of any default of
Tenant hereunder shall be implied from any omission by Landlord to take any
action on account of such default if such default persists or is repeated, and
no waiver shall affect any default other than the default specified in the
waiver and that only for the time and to the extent therein stated.

28.2 Single and Plural. Wherever appropriate in this
Lease the single shall be construed to mean plural where necessary, and the
necessary grammatical changes required to make the provisions hereof apply
either to corporations, partnerships or individuals, men or women, shall in all
cases be assumed as though in each case fully expressed.

28.3 Successors. Each provision hereof shall extend to
and shall, as the case may require, bind and inure to the benefit of Landlord
and Tenant and their respective heirs, legal representatives, successors and
assigns in the event this Lease has been assigned with the express written
consent of Landlord.

28.4 No Option. Submission of this instrument for
examination does not constitute a reservation of or option for the Demised
Premises. The instrument does not become effective as a lease or otherwise
until execution and delivery by both Landlord and Tenant.

28.5 Interest on Overdue Payments. All amounts owed by
Tenant to Landlord under this Lease shall be paid within five (5) days of the
due date. In the event the payments are not made within five (5) days of the
due date, all such amounts (including Base Rent, Rent Adjustment Payment and
Rent Adjustments) shall bear interest from the date due until the date paid at
the rate of 18% or at the maximum legal rate of interest, whichever is lower.

28.6 Headings. The headings of sections are for
convenience only and do not limit or construe the contents of the sections.

28.7 Preoccupancy. If Tenant shall occupy the Demised
Premises prior to the beginning of the term of this Lease with Landlord's
consent, all the provisions of this Lease including without limitation the
insurance obligations of Landlord and Tenant, shall be in full force and effect
as soon as Tenant occupies the Demised Premises provided, however, that no
rental payments of any kind shall be due from Tenant to Landlord for such
period of preoccupancy.

28.8 Modify for Mortgage. Should any mortgage, leasehold
or similar arrangement require a modification or modifications of this Lease,
which modification or modifications will not bring about any increased cost or
expense to Tenant or in any other way substantially change the rights and
obligations of Tenant hereunder, then and in such event, Tenant agrees that
this Lease may be so modified.

28.9 Brokerage. Tenant represents that Tenant has dealt
directly with and only with CB Commercial and LaSalle Partners Asset Management
(Illinois) Limited Partnership as a broker or brokers in connection with this
Lease, and that insofar as Tenant knows no other broker negotiated with this
Lease or is

<PAGE> 22
entitled to any commission in connection therewith. Tenant indemnifies and
holds Landlord, its successors and assigns and their respective agents and
employees, harmless from all claims of any other broker or brokers in
connection with this Lease.

28.10 Tenant Estoppel Certificate. Tenant agrees that from
time to time at Landlord's written request, Tenant will deliver to Landlord
within ten (10) business days of Landlord's written request, a statement in
writing certifying (i) that this Lease is unmodified and in full force and
effect (or if there have been modifications that the same is in full force and
effect as modified and identifying the modifications), (ii) the dates to which
the Base Rent and other charges have been paid, and (iii) that Landlord is not
in default under any provision of this Lease, (iv) no payments other than as
currently due have been made, and (v) such other matters as may reasonably be
requested by Landlord. Such certificate shall provide that it may be relied
upon by any prospective purchaser, mortgagee or beneficiary thereof.

28.11 Tenant Not to Encumber Title. Landlord's title is
and always shall be paramount to the title of Tenant, and nothing herein
contained shall empower Tenant to do any act which can, shall or may encumber
such title. In the event Tenant does or permits any act which encumbers
Landlord's title, Tenant shall promptly remove, or secure the release of same.

28.12 Election of Laws. The laws of the State of Illinois
shall govern the validity, performance, construction and enforcement of this
Lease.

28.13 Severability. If any term, covenant or condition of
this Lease or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Lease shall be
valid and be enforced to the fullest extent permitted by law and by equity.

28.14 Authorization. Tenant represents and warrants that
Tenant has full power and authority to enter into this Lease and to perform all
of its obligations hereunder, and that execution and delivery of this Lease
does not and will not violate or conflict with any provisions of any law,
contract, mortgage, lien, lease, instrument, agreement or judgment to which
Tenant is a party or which is binding on Tenant. If Tenant is a corporation,
the persons executing this Lease on behalf of such corporation hereby represent
and warrant that they have been duly authorized to execute this Lease for and
on behalf of such corporation pursuant to a duly adopted resolution of its
board of directors or by virtue of its bylaws.

28.15 Fire Doors. Landlord and Tenant agree that should
Landlord, in the exercise of its sole discretion, determine that a fire
emergency exit (crash door) is required in the interest of public safety,
Landlord may, at its sole expense, install such fire emergency exit (crash
door) in any demising wall of the Demised Premises.

28.16 Waiver of Jury. Landlord and Tenant agree, that to
the extent permitted by law, each shall and hereby does waive trial by jury in
any action, proceeding or counterclaim brought by either against the other on
any matter whatsoever arising out of or in any way connected with this Lease.

28.17 Entire Agreement. There are not oral agreements
between Landlord and Tenant affecting this Lease, and this Lease supersedes and
cancels any and all previous negotiations, arrangements, brochures, agreements
and understandings, if any, between Landlord and Tenant or displayed by
Landlord to Tenant with respect to the subject matter of this Lease.

28.18 Sale by Landlord. In the event the original Landlord
hereunder, or any successor owner of the Project, shall sell or convey the
Project, all liabilities and obligations on the part of the original Landlord,

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<PAGE> 23
or such successor owner, under this Lease occurring thereafter shall terminate,
but only upon all such liabilities and obligations becoming binding upon the
new owner. Tenant agrees to attorn to each such new owner.

28.19 Short Form. This Lease shall not be recorded.
However, at the election of either party a Memorandum of Lease, or Short Form
Lease will be executed and made available for recording by the requesting
party.

28.20 Exhibits. All exhibits attached to this Lease and
initialed by Landlord and Tenant are hereby made a part of this Lease as though
inserted in this Lease. The following exhibits are attached to this Lease:

Exhibit A Floor Plan
Exhibit B Intentionally Deleted
Exhibit C Rules and Regulations
Exhibit D Cleaning and Janitorial Service

29. Option to Extend. Upon the condition that Tenant is not in
default under this Lease, Landlord grants to Tenant an option to extend this
Lease for one consecutive one (1) year term. The option shall be exercised by
Tenant providing Landlord written notice of the exercise of said option not
less than eight (8) months prior to the expiration of the then existing Lease
term. All terms of this Lease shall apply during each extension term, except
that annual Base Rent shall be adjusted to the then net effective market rental
rates for similar space in similar buildings in the area.

30. Quiet Enjoyment. Landlord covenants and warrants that Tenant,
upon paying the rent, charges for services and other payments herein reserved
and upon performing and keeping the other covenants herein shall peaceably hold
and enjoy the Demised Premises undisturbed subject to the terms hereof.

The parties hereto have executed this Lease sufficient to bind them
the first day aforewritten.

LANDLORD

WOODFIELD CORPORATE CENTER JOINT VENTURE,
an Illinois General Partnership

By: THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a General Partner

By: _________________________
Vice President

TENANT

Witness: ______________________ CRABTREE CAPITAL CORPORATION

By: __________________________

Its: _________________________

19
<PAGE> 24
LANDLORD'S ACKNOWLEDGMENT

STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )

On this __________ day of _______________, 19__, before me appeared
____________________, to me personally known, who, being by me duly sworn, did
say that he is a Vice President of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a General Partner, and that said instrument was executed in behalf of said
partnership by authority of its General Partner; and the said Vice President
acknowledged said instrument to be the free act and deed of said partnership.

________________________________________
Notary Public

My commission expires:

___________________________________________

20
<PAGE> 25
TENANT CORPORATE ACKNOWLEDGMENT

STATE OF )
) ss.:
COUNTY OF )

On this _____ day of _______________, 19__, before me appeared
____________________ to me personally known, who, being by me duly sworn, did
say that he is the _______________ of ____________________, the corporation
that executed the within and foregoing instrument and that said instrument was
signed and sealed in behalf of said corporation by authority of its Board of
Directors, and that the seal affixed is the corporate seal of said corporation
and said ____________________ acknowledged said instrument to be the free act
and deed of said corporation.

________________________________________
Notary Public

My commission expires:

___________________________________________

21
<PAGE> 26
EXHIBIT A

Floor Plan of premises intentionally omitted from EDGAR Version

A-1
<PAGE> 27
EXHIBIT C

RULES AND REGULATIONS

1. Tenant shall not place anything or allow anything to be placed
near the glass of any window, door, partition or wall which may in Landlord's
judgment appear unsightly from outside the Premises or the Project. Landlord
shall furnish and install building standard window blinds at all exterior
windows.

2. The Office Complex directory located in the lobby as provided
by Landlord shall be available to Tenant, solely to display its name and
location in the Building, which display shall be as directed by Landlord.

3. The sidewalks, halls, passages, exits, entrances, elevators
and stairways shall not be obstructed by Tenant or used by tenant for any
purpose other than for ingress to and egress from the Premises. The halls,
passages, exits, entrances, elevators, stairways, balconies and roof are not
for the use of the general public and the Landlord shall in all cases retain
the right to control and prevent access thereto by all persons whose presence
in the judgment of Landlord, reasonably exercised, shall be prejudicial to the
safety, character, reputation and interests of the Building. Neither Tenant
nor any employees or invitees of any tenant shall go upon the roof of the
building.

4. The toilet rooms, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be thrown
therein and to the extent damage is caused by Tenant, its employees or
invitees, the expense of any such damage shall be borne by Tenant.

5. Tenant shall not cause any unnecessary janitorial labor or
services by reason of Tenant's carelessness or indifference in the preservation
of good order and cleanliness.

6. No cooking shall be done or permitted by Tenant on the
Premises, nor shall the Premises be used for lodging.

7. Tenant shall not bring upon, use or keep in the Premises or
the Building any kerosene, gasoline or inflammable or combustible fluid or
material, or use any method of heating or air-conditioning other than that
supplied by Landlord.

8. Landlord shall have sole power to direct electricians as to
where and how telephone and other wires are to be introduced. No boring or
cutting for wires will be allowed without the consent of Landlord. The
location of telephones, call boxes and other office equipment affixed to the
Premises shall be subject to the approval of Landlord.

9. Upon the termination of the tenancy, Tenant shall deliver to
the Landlord all keys and passes to rooms, parking lot and toilet rooms which
shall have been furnished Tenant. In the event of loss of any keys so
furnished, Tenant shall pay the Landlord therefor. Tenant hall not make or
cause to be made any such keys and shall order all such keys solely from
Landlord and shall pay Landlord for any additional such keys over and above the
two sets of keys furnished by Landlord.

10. Tenant shall not install linoleum, tile, carpet or other floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by the Landlord.

11. No furniture packages, supplies, equipment or merchandise will
be received in the Building or carried up or down in the elevators, except
between such hours and in such elevators as shall be designated by the
Landlord.

C-1
<PAGE> 28
12. Tenant shall cause all doors to the Demised Premises to be
closed and securely locked before leaving the Building at the end of the day.

13. Without the prior written consent of Landlord, Tenant shall
not use the name of the Building or any picture of the Building in connection
with or in promoting or advertising the business of Tenant except Tenant may
use the address of the Building as the address of its business.

14. Tenant shall not waste heat or air conditioning and shall
cooperate fully with Landlord to assure the most effective operation of the
Building's heating and air-conditioning, and shall refrain from attempting to
adjust any controls other than room thermostats installed for Tenant's use.
Tenant shall keep corridor doors closed.

15. Tenant assumes full responsibility for protecting the Demised
Premises from theft, robbery and pilferage, which includes keeping doors locked
and other means of entry to Premises closed and secured.

16. Peddlers, solicitors and beggars shall be reported to the
Office of the Building or as Landlord otherwise requests.

17. Tenant shall not advertise the business, profession or
activities of Tenant conducted in the Building in any manner which violates the
letter or spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities.

18. Tenant shall allow no animals or pets (except seeing eye dogs)
to be brought into or to remain in the Building or any part thereof.

19. Landlord shall have sole power and discretion to control the
quantity, size, location, and design of all tenant identification signage.
Such signage shall be erected without Landlord's written consent.

20. Tenant shall comply with all reasonable rules and regulations
adopted by the Landlord concerning parking. Landlord may at its option reserve
certain areas of parking for public use and/or for the use of individual
tenants.

21. No eating, drinking, sleeping, or loitering shall be permitted
in the lobby areas.

22. The Landlord may from time to time alter or amend these Rules
and Regulations, and the Tenant, upon receipt of written notice thereof, shall
comply with the Amended Rules and Regulations.

C-2
<PAGE> 29
EXHIBIT D
425/475
CLEANING AND JANITORIAL SERVICE

I. OFFICE AREA

A. Daily: (Monday through Friday, inclusive, holidays excepted.)

1. Empty all waste receptacles and return to proper
locations.
2. Sweep and dust mop all uncarpeted areas.
3. Vacuum all rugs and carpeted areas.
4. Dust all horizontal surfaces of furniture and
equipment within normal reach.
5. Clean and sanitize all drinking fountains and water
coolers.
6. Remove fingermarks from glass doors.
7. Wipe clean all brass and other metal surfaces within
normal reach.

B. Monthly:

1. Remove all fingermarks from doors, door jambs, and
light switches.
2. Spray buff tile floor areas, where needed.

C. Quarterly:

1. Dust all pictures, frames, chart boards and similar
wall hangings.
2. Wash all exterior glass surfaces, weather permitting.

II. LAVATORIES

A. Daily:

1. Sweep and mop floors.
2. Clean and sanitize all floors, toilet seats, bowls,
urinals and fixtures.
3. Clean all mirrors and shelves.
4. Refill towel dispensers, soap dispensers, tissue
holders; materials to be furnished by Landlord.
5. Empty paper towel receptacles.
6. Dust all partitions.

B. Monthly:

1. Wash all partitions, dispensers, and splash areas.
2. Dust all light fixtures and ventilation grilles.

C. Quarterly:

1. Wash all tile walls.

Tenant requiring services in excess of those described above shall request same
through Landlord, at Tenant's expense.

D-1
<PAGE> 30

FIRST LEASE AMENDMENT
("First Amendment")

This Amendment is made this 13th day of February, 1995, by and between
WOODFIELD CORPORATE CENTER JOINT VENTURE, an Illinois General Partnership,
hereinafter referred to as "Landlord" and CRABTREE CAPITAL CORPORATION, a
Delaware corporation, hereinafter referred to as "Tenant".

WHEREAS, Landlord and Tenant entered into a certain Lease dated May 15,
1992, (hereinafter called the "Lease"), under which Landlord demised to Tenant
the premises commonly known as Suite 1540, 425 Woodfield Corporate Center, 425
North Martingale Road, Schaumburg, Illinois, 60173 (hereinafter called the
"Lease"); and

WHEREAS, Landlord and Tenant desire to amend said lease so as to change
the Demised Premises and to extend the term of the Lease.

NOW THEREFORE, in consideration of the agreement herein set forth, which
the parties acknowledge as full and adequate consideration, the parties agree
as follows:

1. Return of Demised Premises. The Premises identified on Exhibit A hereof
consisting of 3,087 rentable square feet (hereinafter referred to as the
"Returned Premises") shall be released from the terms of the Lease as of
March 10, 1995.

2. New Demised Premises. Commencing March 11, 1995, Landlord hereby issues
to Tenant and Tenant accepts the new demised premises (hereinafter "New
Demised Premises") being Suite 440 located on the fourth floor in the
Project (as defined in the Lease) commonly known as 475 Woodfield
Corporate Center, located at 475 North Martingale Road in Schaumburg,
Illinois, as shown on Exhibit B attached hereto. Landlord agrees, at
Landlord's cost, to clean the carpet and to repaint the new Demised
Premises.

3. Term For New Demised Premises. The lease of the New Demised Premises
shall be for a term of two (2) years commencing on March 11, 1995 and
ending on March 10, 1997, unless sooner terminated as provided herein.

4. Rentable Area of the New Demised Premises. Effective March 11, 1995,
Lease Paragraph 2.8 is hereby amended to provide that Tenant's Rentable
Area of the New Demised Premises is 1,184 rentable square feet.

5. Tenant's Proportionate Share of the New Demised Premises. Effective March
11, 1995, Lease Paragraph 2.12 is hereby amended to provide that Tenant's
proportion for the New Demised Premises is eighteen on hundredths percent
(0.18%).

6. Base Rent For the New Demised Premises. Effective March 11, 1995, Lease
Paragraph 3.0 is hereby amended to the following rental rate schedule for
the New Demised Premises:

Monthly Annual
From/To Base Rent Base Rent
- -------- --------- ----------------
<S> <C> <C>
03/11/95-03/10/96 $1,036.00 $12,432.00
03/11/96-0310/97 $1,067.08 $12,804.96
</TABLE>

1
<PAGE> 31

7. Brokerage. Paragraph 28.9 of the Lease is hereby modified by changing the
words "CB Commercial and LaSalle Partners Asset Management (Illinois)
Limited Partnership" to "U.S. Equities realty, Inc.".

8. Deletion of Option To Extend. Effective March 11, 1995, Paragraph 29 of
the Lease is hereby deleted.

9. Affirmation and Incorporation. All terms of the lease are hereby affirmed
and, except as specifically addressed herein, are made applicable to the
New Demised Premises as though herein set forth in full.

The parties hereto have executed this Lease sufficient to bind them to the
first day of the aforewritten.

LANDLORD:

WOODFIELD CORPORATE CENTER JOINT
VENTURE, an Illinois General Partnership

By: THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, A General Partner.

By:
------------------
Vice President

TENANT:

CRABTREE CAPITAL CORPORATION

By:
------------------
Its: Treasurer
------------------

<PAGE> 32
EXHIBIT A

RETURNED PREMISES

[DIAGRAM]
<PAGE> 33
EXHIBIT B

NEW DEMISED PREMISES

[DIAGRAM]

<PAGE> 1

Exhibit 10.29

FORM OF
TRANSFERABLE WARRANT

WINTRUST FINANCIAL CORPORATION

___________ , 1996

This Warrant Certificate certifies that __________, or his, her or its
registered assignee (the "Holder"), is the owner of ____ Warrants (subject to
adjustments as provided herein), each of which represents the right to
subscribe for and purchase from WINTRUST FINANCIAL CORPORATION, an Illinois
corporation (the "Corporation"), one share of the Common Stock, no par value,
of the Corporation (the Common Stock, including adjustments contained in
paragraph 2 herein is referred to herein as the "Common Stock") at the purchase
price (the "Exercise Price") of Fifteen Dollars ($15.00) per share (subject to
adjustment as provided herein).

The Warrants represented by this Warrant Certificate are subject to
the following provisions, terms and conditions:

1. EXERCISE OF WARRANTS.

The Warrants may be exercised by the Holder, in whole or in part, by
surrender of this Warrant Certificate, properly endorsed, at the principal
office of the Corporation together with such other documentation as may be
reasonably requested by the Corporation, at any time within the period
beginning on the date hereof and expiring on _________________________ (the
"Exercise Period") accompanied by payment to the Corporation in full of the
purchase price for the shares to be purchased. Upon delivery of such funds and
the Warrant Certificate with all appropriate documentation in form satisfactory
to the Corporation, the Corporation shall issue the shares of Common Stock so
purchased, which shares shall be deemed to be issued to the Holder as the
record owner of such shares of Common Stock as of the close of business on the
date on which the Warrant Certificate shall have been duly surrendered and
payment made for such shares of Common Stock. Certificates representing the
shares of Common Stock so purchased shall be delivered to the Holder promptly
in no event later than thirty (30) days after the Warrants shall have been so
exercised, and, unless the Warrants have expired, a new Warrant Certificate
representing the number of Warrants represented by the surrendered Warrant
Certificate that shall not have been exercised, if any, shall also be delivered
to the Holder within such time.

Page 1 of 4

<PAGE> 2
2. ADJUSTMENTS.

A. The number of shares of Common Stock issuable upon exercise of
each Warrant shall be subject to adjustment from time to time in the event the
Corporation shall do any of the following: (a) pay a dividend with respect to
its capital stock in shares of Common Stock, (b) subdivide or effect a stock
split with respect to its outstanding shares of Common Stock, (c) combine its
outstanding shares of Common Stock into a smaller number of shares of any class
of Common Stock, (d) issue any shares of its capital stock in connection with a
reclassification of its Common Stock, or (e) enter into a merger, consolidation
or other business combination with or into any other corporation (except for
any reorganization, merger, consolidation or other business combination in
which the Corporation is the surviving company and which does not result in the
outstanding Common Stock being converted into or exchanged for different
securities, cash or other property, or any combination thereof). Upon the
occurrence of any of the foregoing, this Warrant shall be automatically
adjusted so as to thereafter represent the right to purchase such number of
shares of Common Stock, or such other securities or property into which the
Common Stock may have been converted in any such reorganization, merger,
consolidation or other business combination, which the holder would have held
or would have been entitled to receive had he exercised the Warrant immediately
prior to the occurrence of such event.

C. Prior to the declaration of any dividend, distribution,
payment, adjustment in Exercise Price as provided herein, voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, the
Corporation shall cause to be mailed to the Holder of such Certificate as of
the record date and to the address as listed on the Corporation's books, a
notice by first class mail, postage prepaid of any such dividend, distribution,
payment, adjustment in Exercise Price as provided herein, voluntary or
involuntary dissolution, liquidation or winding up of the corporation.

3. RESERVATION AND AUTHORIZATION OF COMMON STOCK.

The Corporation covenants and agrees (a) that all shares of Common
Stock which may be issued upon the exercise of the Warrants represented by the
Warrant Certificate will, upon issuance, be validly issued, fully paid and
nonassessable and free of all insurance or transfer taxes, liens and charges
with respect to the issue thereof, (b) that during the Exercise Period, the
Corporation will at all times have authorized, and reserved for the purpose of
issuance upon exercise of the Warrants evidenced by this Warrant Certificate,
sufficient shares of Common

Page 2 of 4
<PAGE> 3
Stock to provide for the Exercise of the Warrants represented by this Warrant
Certificate, and (c) that the Corporation will take all such actions as may be
necessary to ensure that the shares of Common Stock issuable upon the exercise
of the Warrants may be so issued without violation of any applicable law or
regulation, or any requirements of any domestic securities exchange upon which
any capital stock of the Corporation may be listed, provided, however, that
nothing contained herein shall impose upon the Corporation any obligation to
register such Common Stock under applicable securities laws.

4. NO VOTING RIGHTS.

This Warrant Certificate shall not entitle the Holder hereof to any
voting rights or other rights as a shareholder of the Corporation until the
Warrant exercised.

5. WARRANTS TRANSFERABLE.

This Warrant Certificate and the Warrants it evidences are
transferable, in whole or in part, without charge to the Holder, at the
principal office of the Corporation by the Holder in person or by duly
authorized attorney, upon surrender of this Warrant Certificate properly
endorsed. Each taker or Holder of this Warrant Certificate, by taking or
holding the same, consents and agrees that this Warrant Certificate, when
endorsed in blank, shall be deemed negotiable, and that the Holder, when this
Warrant Certificate shall have been endorsed, may be treated by the Corporation
and all other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented by this Warrant Certificate, or to the transfer hereof on the books
of the Corporation, any notice to the contrary notwithstanding; but until such
transfer on such books, the Corporation may treat the registered Holder thereof
as the owner for all purposes.

6. CLOSING OF BOOKS.

7. WARRANTS EXCHANGEABLE; LOSS, THEFT.

This Warrant Certificate is exchangeable, upon the surrender hereof by
any Holder for a new Warrant Certificate of like tenor representing in the
aggregate the right to purchase the number of shares of Common Stock which may
then be purchased hereunder, each such new Warrant to represent the right to
purchase such remaining number of shares of Common Stock as shall be designated
by said Holder hereof at the time of such surrender. Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation
of this Warrant Certificate, the Corporation will issue to the Holder hereof a
new Warrant Certificate of like tenor, in lieu of this Warrant Certificate,
representing the right to purchase the number of shares of the Common Stock
which may then be purchased hereunder.

Page 3 of 4
<PAGE> 4
8. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS.

The rights and obligations of the Corporation to the Holder contained
in Sections 6 and 7 of this Warrant Certificate shall survive notice of
exercise of the Warrants.

9. NOTICE.

All notices, requests, demands and other communication required or
committed to be given hereunder shall be by hand delivery, certified or
registered mail, return receipt requested, facsimile transmission, or air
courier to the parties at the addresses and fax numbers set forth below (or
such other address of which either party provides notice in accordance
herewith). Such notices shall be deemed given at the time personally
delivered, if delivered by hand or by courier; at the time received if sent by
certified or registered mail; and when receipt is acknowledged, if transmitted
by facsimile.

If to Corporation: Attention: Mr. Edward J. Wehmer, President
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60043
Fax: (847) 234-4717

If to Holder: Address of such Holders appearing
on the books of the Corporation

Dated: _________________________, 1996

WINTRUST FINANCIAL CORPORATION

By: _________________________________
Its: ____________________________
ATTEST:

By: _______________________________
Its: __________________________

Page 4 of 4

<PAGE> 1

EXHIBIT 10.30

LASALLE NATIONAL BANK
135 South LaSalle Street
Chicago, Illinois 60603

July 17, 1996

Mr. Edward Wehmer
President
Wintrust Financial Corporation
727 North Bank Lane, Suite 303
Lake Forest, Illinois 60045

Dear Ed:

LaSalle National Bank ("LaSalle") is pleased to advise you that your request
for financing has been approved subject to the following terms and conditions.

BORROWER: Wintrust Financial Corporation (Wintrust) FKA - North Shore
Community Bancorp, Inc.

AMOUNT: $25 million

FACILITY: Revolving Line of Credit

PURPOSE: Working capital and repay debt at existing holding
companies.

MATURITY: One year from funding

FEE: None

INTEREST RATE: Borrowers option of:
a) Prime (floating), or
b) LIBOR + 150 basis points (30, 60, 90 or 180 day
contacts).

REPAYMENT: Quarterly interest payments

COLLATERAL: Secured with 100% of the common stock of Lake Forest Bank &
Trust Company, Hinsdale Bank & Trust Company, North Shore
Community Bank & Trust, Libertyville Bank & Trust Company and
Crabtree Capital Corporation.
<PAGE> 2
Mr. Edward Wehmer
July 18, 1996
Page 2

COVENANTS: Standard covenants to be agreed upon by Wintrust, LaSalle and
both of our attorneys which will include, but are not limited
to the following:

1. Maintain regulatory defined
"well-capitalized" bank capital ratios at
subsidiary banks.
2. Maintain combined Return on Assets of .5%.
3. Maintain maximum Non-Performing Asset to
Shareholders' equity ratio of 20% at each
subsidiary.

DOCUMENTS: This commitment will be governed by a Loan Agreement and other
such documentation in form and substance satisfactory to
LaSalle, Wintrust and both our attorneys.

EXPENSES: Wintrust shall be responsible for all of the costs
and expenses incurred by LaSalle in connection with
the loan, including LaSalle's legal expenses in
documenting the loan.

Ed, it gives us great pleasure to make this commitment available to Wintrust
Financial Corporation. If the terms and conditions stated herein are
satisfactory, please sign the enclosed copy of this letter and return it to me.
This commitment should be signed and returned prior to August 1, 1996 to
activate the commitment. Otherwise, this commitment shall then expire.

Please call if you have any questions or concerns.

Sincerely,

____________________________________ ___________________________________
Mark A. Hoppe Jeffery L. Bowden
Executive Vice President First Vice President

The terms and conditions outlined herein are agreed and accepted.

Wintrust Financial Corporation

By: ______________________________ Date: ___________________________
Edward Wehmer
Its: President

<PAGE> 1

Exhibit 23.1

The Board of Directors
North Shore Community Bancorp, Inc.:

We consent to the use of our reports included in (or incorporated herein by
reference) and to the reference to our firm under the heading "Experts" in the
prospectus.

KPMG Peat Marwick LLP

Chicago, Illinois
July 17, 1996
<PAGE> 2
Exhibit 23.1

The Board of Directors
Lake Forest Bancorp, Inc.

We consent to the use of our reports included in (or incorporated herein by
reference) and to the reference to our firm under the heading "Experts" in the
prospectus.

KPMG Peat Marwick LLP

Chicago, Illinois
July 17, 1996
<PAGE> 3
Exhibit 23.1

The Board of Directors
Hinsdale Bancorp, Inc.

We consent to the use of our reports included in (or incorporated herein by
reference) and to the reference to our firm under the heading "Experts" in the
prospectus.

KPMG Peat Marwick LLP

Chicago, Illinois
July 17, 1996
<PAGE> 4
Exhibit 23.1

The Board of Directors
Libertyville Bancorp, Inc.

We consent to the use of our reports included in (or incorporated herein by
reference) and to the reference to our firm under the heading "Experts" in the
prospectus.

KPMG Peat Marwick LLP

Chicago, Illinois
July 17, 1996

<PAGE> 1

EXHIBIT 23.3

CONSENT OF ARTHUR ANDERSEN LLP

As independent public accountants, we hereby consent to the use in this
registration statement of our report dated May 20, 1996 included herein in
Crabtree Capital Corporation's financial statements for the year ended December
31, 1995 and to all references to our Firm included in this registration
statement.

Arthur Andersen LLP

Chicago, Illinois
July 22, 1996

<PAGE> 1

EXHIBIT 99.1

FORM OF PROXY NORTH SHORE COMMUNITY BANCORP, INC.

- --------------------------------------------------------------------------------
REVOCABLE PROXY NORTH SHORE COMMUNITY BANCORP, INC.

1145 WILMETTE AVENUE, WILMETTE, ILLINOIS 60091
(847) 853-1145
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 27, 1996, 5:30 P.M.

The undersigned hereby appoints Howard D. Adams, Edward J. Wehmer and David A.
Dykstra, with full power of substitution, to act as attorney and proxy for the
undersigned, and to vote all shares of common stock of North Shore Community
Bancorp, Inc. ("North Shore") which the undersigned is entitled to vote at the
Special Meeting of Shareholders (the "Special Meeting"), to be held on August
27, 1996, at 5:30 p.m., local time, at Michigan Shores Club, 911 Michigan
Avenue, Wilmette, Illinois 60091, and at any and all adjournments or
postponements thereof, as marked on the reverse side.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED. If
any other business is presented at the Special Meeting, this proxy will be
voted by those named in this proxy in their best judgment. At the present
time, the Board of Directors knows of no other business to be presented at the
Special Meeting.

The undersigned hereby acknowledges receipt from North Shore prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and of a
Joint Proxy Statement/Prospectus dated __________, 1996.

(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

NORTH SHORE COMMUNITY BANCORP, INC.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL

1. Approval and adoption of the Amended and Restated Agreement and Plan of
Reorganization dated as of May 28, 1996, by and among North Shore and Lake
Forest Bancorp II, Hinsdale Bancorp II, Libertyville Bancorp II and Crabtree
Capital Corporation II and Lake Forest Bancorp, Inc., Hinsdale Bancorp,
Inc., Libertyville Bancorp, Inc. and Crabtree Capital Corporation.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

Dated:_____________________________, 1996

__________________________________________
Signature of Stockholder

Please sign exactly as your name appears on this card (do not print).

When shares are held by joint tenants, both should sign, but only one signature
is required. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
- --------------------------------------------------------------------------------

<PAGE> 1
EXHIBIT 99.2

FORM OF PROXY LAKE FOREST BANCORP, INC.

- --------------------------------------------------------------------------------
REVOCABLE PROXY LAKE FOREST BANCORP, INC.

727 NORTH BANK LANE, LAKE FOREST, ILLINOIS 60045
(847) 234-2442
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 29, 1996, 5:30 P.M.

The undersigned hereby appoints Howard D. Adams, Edward J. Wehmer and David A.
Dykstra, with full power of substitution, to act as attorney and proxy for the
undersigned, and to vote all shares of common stock of Lake Forest Bancorp,
Inc. ("Lake Forest") which the undersigned is entitled to vote at the Special
Meeting of Shareholders (the "Special Meeting"), to be held on August 29, 1996,
at 5:30 p.m., local time, at Lake Forest Bank and Trust Company, 727 North Bank
Lane, Lake Forest, Illinois 60045, and at any and all adjournments or
postponements thereof, as marked on the reverse side.

The undersigned hereby acknowledges receipt from Lake Forest prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and of a
Joint Proxy Statement/Prospectus dated __________, 1996.

(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
LAKE FOREST BANCORP, INC.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

Dated:_____________________________, 1996

__________________________________________
Signature of Stockholder

Please sign exactly as your name appears on this card (do not print).

When shares are held by joint tenants, both should sign, but only one signature
is required. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
- --------------------------------------------------------------------------------

<PAGE> 1
EXHIBIT 99.3

- --------------------------------------------------------------------------------
FORM OF PROXY HINSDALE BANCORP, INC.

REVOCABLE PROXY HINSDALE BANCORP, INC.

25 EAST FIRST STREET, HINSDALE, ILLINOIS 60521
(708) 323-4404
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 28, 1996, 5:30 P.M.

The undersigned hereby appoints Howard D. Adams, Edward J. Wehmer and David A.
Dykstra, with full power of substitution, to act as attorney and proxy for the
undersigned, and to vote all shares of common stock of Hinsdale Bancorp, Inc.
("Hinsdale") which the undersigned is entitled to vote at the Special Meeting
of Shareholders (the "Special Meeting"), to be held on August 28, 1996, at 5:30
p.m., local time, at Robert Crown Center, 21 Salt Creek, Hinsdale, Illinois
60521, and at any and all adjournments or postponements thereof, as marked on
the reverse side.

The undersigned hereby acknowledges receipt from Hinsdale prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and of a
Joint Proxy Statement/Prospectus dated __________ 1996.

(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
HINSDALE BANCORP, INC.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

Dated:_____________________________, 1996

__________________________________________
Signature of Stockholder

Please sign exactly as your name appears on this card (do not print).

When shares are held by joint tenants, both should sign, but only one signature
is required. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
- --------------------------------------------------------------------------------

<PAGE> 1
EXHIBIT 99.4

FORM OF PROXY LIBERTYVILLE BANCORP, INC.

- --------------------------------------------------------------------------------
REVOCABLE PROXY LIBERTYVILLE BANCORP, INC.

507 NORTH MILWAUKEE AVENUE, LIBERTYVILLE, ILLINOIS 60048
(847) 367-6800
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 30, 1996, 5:30 P.M.

The undersigned hereby appoints Howard D. Adams, Edward J. Wehmer and David A.
Dykstra, with full power of substitution, to act as attorney and proxy for the
undersigned, and to vote all shares of common stock of Libertyville Bancorp,
Inc. ("Libertyville") which the undersigned is entitled to vote at the Special
Meeting of Shareholders (the "Special Meeting"), to be held on August 30, 1996,
at 5:30 p.m., local time, at Libertyville Bank and Trust Company, 507 North
Milwaukee Avenue, Libertyville, Illinois 60048, and at any and all adjournments
or postponements thereof, as marked on the reverse side.

The undersigned hereby acknowledges receipt from Libertyville prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and of a
Joint Proxy Statement/Prospectus dated __________, 1996.

(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
LIBERTYVILLE BANCORP, INC.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

Dated:_____________________________, 1996

__________________________________________
Signature of Stockholder

Please sign exactly as your name appears on this card (do not print).

When shares are held by joint tenants, both should sign, but only one signature
is required. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
- --------------------------------------------------------------------------------

<PAGE> 1
EXHIBIT 99.5

FORM OF PROXY CRABTREE CAPITAL CORPORATION

- --------------------------------------------------------------------------------
REVOCABLE PROXY CRABTREE CAPITAL CORPORATION

475 NORTH MARTINGALE ROAD, SUITE 440, SCHAUMBURG, ILLINOIS 60173
(847) 517-8030
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 28, 1996, 11:00 A.M.

The undersigned hereby appoints Howard D. Adams and Robert P. Knight, with full
power of substitution, to act as attorney and proxy for the undersigned, and to
vote all shares of common stock of Crabtree Capital Corporation ("Crabtree")
which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Special Meeting"), to be held on August 28, 1996, at 11:00
a.m., local time, at "Corporate Link Conference Facility", 520-540 Lake Cook
Road, Deerfield, Illinois 60015, and at any and all adjournments or
postponements thereof, as marked on the reverse side.

The undersigned hereby acknowledges receipt from Crabtree prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and of a
Joint Proxy Statement/Prospectus dated __________, 1996.

(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
CRABTREE CAPITAL CORPORATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

Dated:_____________________________, 1996

__________________________________________
Signature of Stockholder

Please sign exactly as your name appears on this card (do not print).

When shares are held by joint tenants, both should sign, but only one signature
is required. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
- --------------------------------------------------------------------------------