SUBURBFED FINANCIAL CORP, DEF 14A, 1997-03-13

SUBURBFED FINANCIAL CORP
DEF 14A, 1997-03-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SUBURBFED FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

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<PAGE> 2
[LOGO]

SUBURBFED FINANCIAL CORP.
3301 WEST VOLLMER ROAD
FLOSSMOOR, ILLINOIS 60422
(708) 333-2200

March 17, 1997

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of SuburbFed Financial Corp.
(the "Company"), we cordially invite you to attend the Annual Meeting of
Stockholders to be held at 2:00 p.m. Central time on April 17, 1997, at the
Company's Administrative Office located at 154th Street at Broadway, Harvey,
Illinois. The attached Notice of Annual Meeting of Stockholders and Proxy
Statement discuss the business to be conducted at the Meeting. We have also
enclosed a copy of SuburbFed Financial Corp.'s Annual Report. At the Meeting
we will report on SuburbFed Financial Corp.'s operations and the outlook for
the year ahead.

We encourage you to attend the Meeting in person. Whether or not you plan to
attend, however, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will save
SuburbFed Financial Corp. additional expense in soliciting proxies and will
ensure that your shares are represented at the Meeting.

On behalf of the Board of Directors and all of the employees of the Company and
Suburban Federal Savings, thank you for your continued support. We are pleased
that you have decided to share in our future.

Sincerely yours,

/S/ VERNON VOLLBRECHT /S/ DANIEL P. RYAN
- ---------------------- --------------------------------------------
VERNON VOLLBRECHT DANIEL P. RYAN
Chairman of the Board President, Vice Chairman and Chief Executive
Officer
<PAGE> 3
[LOGO]

SUBURBFED FINANCIAL CORP.
3301 WEST VOLLMER ROAD
FLOSSMOOR, ILLINOIS 60422
(708) 333-2200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 1997

Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of SuburbFed Financial Corp. (the "Company") will be held at 2:00
p.m. on April 17, 1997, at the Company's Administrative Office located at 154th
Street at Broadway, Harvey, Illinois.

A Proxy Card and a Proxy Statement for the Meeting are enclosed. The
Meeting is for the purpose of considering and acting upon:

1. The election of four directors of the Company;

2. The ratification of the adoption of the 1997 Stock Option and
Incentive Plan;

3. The ratification of the appointment of Cobitz, VandenBerg &
Fennessy as auditors for the Company for the fiscal year
ending December 31, 1997; and

such other matters as may properly come before the Meeting or any adjournments
or postponements thereof. The Board of Directors is not aware of any other
business to come before the Meeting.

Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
March 4, 1997 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof. A complete list of stockholders
entitled to vote at the Meeting will be available for inspection by
shareholders, for any purpose germane to the Meeting, during normal business
hours at the executive office of the Company during the ten days prior to the
Meeting as well as at the Meeting.

You are requested to complete, sign and date the enclosed Proxy Card
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The Proxy Card will not be used if you attend and
vote at the Meeting in person.

By Order of the Board of Directors

Flossmoor, Illinois
March 17, 1997

- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 4
PROXY STATEMENT

SUBURBFED FINANCIAL CORP.
3301 WEST VOLLMER ROAD
FLOSSMOOR, ILLINOIS 60422

ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 1997

This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of SuburbFed Financial Corp.
(the "Company") to be used at the Annual Meeting of Stockholders of the Company
(the "Meeting"), to be held at the Company's Administrative Office located at
154th Street at Broadway, Harvey, Illinois, on April 17, 1997 at 2:00 p.m., and
at any adjournments or postponements of the Meeting. The accompanying Notice
of Meeting and this Proxy Statement are first being mailed to stockholders on
or about March 17, 1997. Certain of the information provided herein relates to
Suburban Federal Savings, a Federal Savings Bank (the "Bank"), a wholly owned
subsidiary and the predecessor of the Company.

At the Meeting, the stockholders of the Company are being asked to
consider and vote upon proposals to elect four directors of the Company, to
ratify the adoption of the 1997 Stock Option and Incentive Plan and to ratify
the appointment of auditors.

VOTING RIGHTS AND PROXY INFORMATION

All shares of common stock, par value $.01 per share, of the Company
(the "Common Stock") represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for all nominees named
below, for the adoption of the 1997 Stock Option and Incentive Plan and for the
appointment of Cobitz, VandenBerg & Fennessy as the independent auditor for the
fiscal year ending December 31, 1997. The Company does not know of any
matters, other than as described in the Notice of Meeting, that are to come
before the Meeting. If any other matters are properly presented at the Meeting
for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.

Under Section 216 of the Delaware General Corporation Law and the
Company's Bylaws, a majority of the shares of the Company's Common Stock,
present in person or represented by proxy, shall constitute a quorum for
purposes of the Meeting. In all matters other than the election of directors,
the affirmative vote of the majority of shares present in person or represented
by proxy at the Meeting and entitled to vote on the matter shall be the act of
the shareholders. Directors shall be elected by a plurality of the votes
present in person or represented by proxy at the Meeting and entitled to vote
on the election of directors. Abstentions are treated as votes against a
proposal and broker non-votes have no effect on the vote. Abstentions and
broker non-votes are counted for purposes of determining a quorum.

A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Lynn M.
Nevills, Secretary, SuburbFed Financial Corp., 154th Street at Broadway,
Harvey, Illinois 60426 (Administrative Office).
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Stockholders of record as of the close of business on March 4, 1997
will be entitled to one vote for each share then held. As of that date, the
Company had 1,258,162 shares of Common Stock issued and outstanding. The
following table sets forth, as of March 4, 1997, certain information as to (i)
those persons who were known by management to be beneficial owners of more than
five percent of the Common Stock and (ii) as to the shares of Common Stock
beneficially owned by the executive officers named below and all executive
officers and directors of the Company and the Bank as a group.

<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
- ------------------------------------ ------------ -------

<S> <C> <C>
Over 5% Owners:
- ---------------
Wayne W. Whalen
Paula Wolff
4920 South Greenwood
Chicago, Illinois 60615 . . . . . . . . . . . . . . . . . . . 112,000 8.90%

SuburbFed Financial Corp. Employee Stock Ownership Plan
3301 West Vollmer Road
Flossmoor, Illinois 60422 . . . . . . . . . . . . . . . . . . 96,640(1) 7.68

Daniel P. Ryan
SuburbFed Financial Corp.
3301 West Vollmer Road
Flossmoor, Illinois 60422 . . . . . . . . . . . . . . . . . . 65,378(2) 5.20

Executive Officers:(3)
- -------------------
Byron G. Thoren . . . . . . . . . . . . . . . . . . . . . . . . 47,725(4) 3.79
Steven E. Stock . . . . . . . . . . . . . . . . . . . . . . . . 31,518(5) 2.51

All directors, nominees, and executive officers of the Company
and the Bank as a group (15 persons) . . . . . . . . . . . . . 370,030(6) 29.41
</TABLE>

- ---------------
(1) Includes 71,913 shares allocated to the individual accounts of officers and
employees as a group, with respect to which such individuals are deemed to
have sole voting and no investment power. American Stock Transfer & Trust
Company, as trustee of the Employee Stock Ownership Plan (the "ESOP"), has
sole investment power as to all shares held in the ESOP and sole voting
power as to 24,727 of such shares which have been not been allocated to
participants. Each participant may instruct the ESOP trustee as to the
voting of the shares allocated to each such participant. Allocated shares
for which voting instructions are not received shall be voted by the ESOP
trustee in the same ratio as the allocated shares with respect to which
instructions are received. The ESOP trustee may be deemed under applicable
regulations to "beneficially own" the 24,727 shares owned by the ESOP which
have not been allocated to participants.

(2) Includes 29,487 shares which Mr. Ryan has the right to acquire pursuant to
options granted under the Company's current stock option plans, 15,491
shares which have been allocated to him and which have vested under the
Bank Incentive Plan and Trusts (the "BIPs"), 4,671 shares allocated under
the Company's ESOP, and 9,233 shares held in the Bank's profit-sharing
401(k) plan.

(3) Daniel P. Ryan, listed as a 5% owner, is also an executive officer of the
Company.

(4) Includes 19,986 shares which Mr. Thoren has the right to acquire pursuant
to options granted under the Company's stock option plans, 9,271 shares
which have been allocated to him and which have vested under the BIPs,
3,917 shares allocated under the Company's ESOP, and 5,966 shares held in
the Bank's profit-sharing 401(k) plan.

(5) Includes 15,175 shares which Mr. Stock has the right to acquire pursuant to
options granted under the Company's stock option plans, 4,177 shares which
have been allocated to him and which have vested under the BIPs, 3,388
shares allocated under the Company's ESOP, and 3,084 shares held in the
Bank's profit-sharing 401(k) plan.

2
<PAGE> 6
(6) Includes shares held directly, as well as an aggregate of 111,431 shares
which such directors and officers have the right to acquire pursuant to
options granted under the Company's stock option plans, an aggregate of
37,293 shares which have been allocated to individual officers and which
have vested under the BIPs, 17,426 shares allocated under the Company's
ESOP, and 27,130 shares held in the Bank's profit-sharing 401(k) plan and
shares held in retirement accounts or by certain members of such
individuals' families, over which shares the respective directors and
officers may be deemed to have sole voting or investment power.

PROPOSAL I - ELECTION OF DIRECTORS

GENERAL

The Company's Board of Directors is composed of eleven members, each
of whom is also a director of the Bank. Approximately one-third of the
directors are elected annually. Directors of the Company are generally elected
to serve for a three-year period or until their respective successors shall
have been elected and shall qualify. Mr. Wilbur L. Morrison retired from the
Board of Directors of the Company and the Bank effective as of September 30,
1996. Mr. Morrison is the beneficial owner of 10,125 shares (less than 1%) of
the Company's common stock. The Boards of Directors of the Company and the
Bank appreciate the dedicated service of Mr. Morrison and his contribution will
be missed. Dr. Paula Wolff was appointed as a director to fill the unexpired
term of Mr. Morrison. In addition, Dr. Robert L. Genetski was appointed as a
director in connection with the expansion of the board of directors from ten to
eleven members.

The following table sets forth certain information regarding the
composition of the Company's Board of Directors, including their terms of
office. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Meeting FOR the election of the nominees
identified below. If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute as the
Board of Directors may recommend. At this time, the Board of Directors knows
of no reason why any of the nominees might be unable to serve, if elected.
There are no arrangements or understandings between any nominee and any other
person pursuant to which such nominee was selected.

3
<PAGE> 7
<TABLE>
<CAPTION>
Term Common Stock Percent
Positions Held Director to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
-------------------------------- --- -------------- ------- ------ -------- -------

NOMINEES
--------

<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ryan 56 President, Vice 1987 1997 65,378 5.20
Chairman, Chief
Executive Officer and
Managing Officer
Vernon P. Vollbrecht 64 Chairman of the Board 1980 1997 21,046 1.67
Bruce E. Huey 49 Director 1990 1997 7,950 *
Robert L. Harris 66 Director 1992 1997 4,875 *

DIRECTORS CONTINUING IN OFFICE
------------------------------

Raymond J. Kalinsky 57 Director 1990 1998 11,753 *
Robert L. Genetski 54 Director 1996 1998 3,500 *
William E. Ricketts, M.D. 81 Director 1973 1998 6,375 *
Paula Wolff 51 Director 1996 1998 112,000 8.90
Alan L. Wischhover 52 Director 1988 1999 15,396 1.22
Douglas L. Dance 40 Director 1996 1999 3,293 *
Michael L. Lowenthal 60 Director 1996 1999 3,500 *
</TABLE>

__________________________

(1) Includes service as a director of the Bank.

(2) Includes shares, as of March 4, 1997, held directly, as well as shares
which are subject to options granted under the Company's stock option
plans, shares allocated to the listed individuals under the ESOP, the
401(k) plan, profit sharing plan and shares which are held in
retirement accounts or by certain members of the named individuals'
families, over which shares the respective directors may be deemed to
have sole voting and investment power.

* Less than 1.0%

The business experience of each of the above directors for at least
the past five years is as follows:

Daniel P. Ryan is the President, Chief Executive Officer and Managing
Officer of the Company and the Bank and has held such positions with the
Company since its inception in 1991 and with the Bank since 1986. Mr. Ryan
joined the Bank in 1973. Mr. Ryan was elected Vice Chairman of the Board of
Directors of the Company and the Bank in 1992.

Vernon P. Vollbrecht is owner and President of the South Holland,
Illinois based commercial real estate and management firm of Suburban
Properties, Ltd. His firm engages in commercial investment real estate
brokerage and manages 1,200 commercial and residential units. Mr. Vollbrecht
was elected Chairman of the Board of the Company and the Bank in 1992.

Bruce E. Huey is a partner in Friedman and Huey Associates, a
certified public accounting firm located in Homewood, Illinois. Mr. Huey
specializes in tax consulting. Mr. Huey is also a part-time adjunct assistant
professor at DePaul University.

Robert L. Harris has served as President of Ingalls Memorial Hospital,
Harvey, Illinois, since 1967 and President of Ingalls Health System since its
incorporation in 1981.

4
<PAGE> 8
Raymond J. Kalinsky became President of The Pulmonary Exchange, Ltd.,
Chicago Ridge, Illinois, in 1987, a firm which specializes in temporary medical
help. Mr. Kalinsky is also a salesman for A.L. Williams, an insurance and
securities sales company. From 1961 to 1987, Mr. Kalinsky was a Vice President
with AAMed, Inc., a medical sales company.

Robert L. Genetski is an economist and author. He currently serves as
Senior Managing Director for Chicago Capital, Inc., an investment bank in
Chicago, and he writes a regular column for the Nikkei Financial Daily, Japan's
leading business newspaper.

William E. Ricketts, M.D. is retired from private practice as a
physician.

Paula Wolff is President of Governors State University and is a
member of numerous boards and civic activities. Dr. Wolff is married to Mr.
Wayne Whalen, who beneficially owns 8.90% of the Company's outstanding stock.

Alan L. Wischhover is a partner in private practice with the law firm
of Wischhover, Vaccarello and Smith in Palos Hills, Illinois. Mr. Wischhover
is also a title underwriter and consultant for Enterprise Land Title, Ltd.

Douglas L. Dance became President and Publisher of Penny Saver
Publications, a weekly publication of advertisements, with circulation in the
south and southwest suburbs, in 1989. In 1993, he became President of Shopper
Management Services, Inc., a weekly publication of advertisements.

Michael L. Lowenthal is co-owner of Winstrom Manufacturing located in
Park Forest, Illinois, a manufacturer of replacement windows for homes and is a
majority owner of Hi-Hard Rolls located in Harvey, Illinois, a steel roll
processor. He purchased both of these companies in 1989.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Meetings of the Company's Board of Directors are generally held on a
monthly basis. The Board of Directors met 12 times during the fiscal year
ended December 31, 1996. During fiscal 1996, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board
of Directors on which he served, except for Director Harris, whose absences
were excused by the Board. The Company has standing Audit, Compensation, Stock
Option, Executive, Nominating, Investment Advisory and Long-Term Planning
Committees.

The Audit Committee is comprised of Directors Kalinsky, Huey, and
Lowenthal. The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' reports and services, reviews with
management and the internal auditors the systems of internal control and
internal audit reports to ensure effective compliance with regulatory and
internal policies and procedures. This committee met twice jointly with the
Audit Committee of the Bank during fiscal 1996. The Audit Committee of the
Bank met two additional times during fiscal 1996.

The Compensation Committee is comprised of Directors Huey, Harris,
Wischhover, and Dance. The Compensation Committee is responsible for making
recommendations for the salary of the chief executive officer, and for
approving the salaries of all other executive officers. This committee met two
times during fiscal 1996, jointly with the Compensation Committee of the Bank.

The Executive Committee is comprised of Directors Vollbrecht, Ryan,
Ricketts and Genetski. The Executive Committee has and exercises all of the
powers of the Board of Directors when such powers are required between meetings
of the Board of Directors. The Executive Committee did not meet in fiscal
1996.

5
<PAGE> 9
The Stock Option Committee is comprised of Directors Ricketts and
Lowenthal. The Stock Option Committee is responsible for administering the
Company's stock option plans. The Stock Option Committee met three times
during fiscal 1996.

The Company's Nominating Committee selects the Company's nominees for
the annual election of directors. Members of the Nominating Committee include
Directors Ryan, Vollbrecht, and Wischhover. Pursuant to the Company's Bylaws,
nominations for directors by stockholders must be made in writing and delivered
to the Secretary of the Company at least 30 days prior to the meeting and such
written nomination must contain certain information as provided in the
Company's Bylaws. While the Board of Directors will consider nominees
recommended by stockholders, it has not actively solicited nominations.

The Investment Advisory Committee is comprised of Directors Wolff,
Kalinsky, Ryan and Huey. The Investment Advisory Committee is authorized to
act between meetings of the Board of Directors to approve the sale and purchase
of securities. This committee did not meet during fiscal 1996.

The Long-Term Planning Committee is comprised of Directors Ryan,
Vollbrecht, Huey, Dance and Wischhover, and Officers Thoren, Stock, Ruhl and
Wolf. The Long-Term Planning Committee is responsible for developing and
implementing strategies to better serve the long-term interests of the
Company's stockholders, employees, and communities served. This committee met
four times during fiscal 1996.

Board of Directors' meetings of the Bank, the principal subsidiary of
the Company, are generally held on a monthly basis. The Board of Directors of
the Bank met 12 times during the year ended December 31, 1996. During 1996, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served, with the exception of
Director Harris, whose absences were excused by the Board. The Board of
Directors of the Bank has standing Executive, Audit and Compensation
Committees.

COMPENSATION OF DIRECTORS

Company Fees. The Company pays a fee of $900 to its directors for
attendance in person at each assigned committee meeting, specifically held for
the Company, which occurs at a different time and for different purposes than
like committees of the Bank. In addition, the chairman of each committee
receives an additional $150 for attendance in person at each committee meeting
over which he presides.

Bank Fees. The Bank pays a fee of $900 per month to its Chairman,
$400 per month to its Vice Chairman and $300 per month to all other directors.
In addition, all directors receive fees of $900 for attendance in person at
board meetings and assigned committee meetings and $450 for participation in
telephonic meetings requiring the review of materials. The chairman of each
committee receives an additional $150 for attendance in person at each
committee meeting over which he presides.

6
<PAGE> 10
EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation paid
by the Company and the Bank to its Chief Executive Officer and other executive
officers paid in excess of $100,000 during this period.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION AWARDS
- --------------------------------------------------------------------------------------------------------------
SECURITIES
RESTRICTED UNDERLYING
PERFORMANCE STOCK OPTIONS/ ALL OTHER
SALARY INCENTIVE AWARD(S) SARS COMPENSATION

NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ryan, 1996 $177,650(1) $49,550 $6,829(2) 4,400(6) $103,614(3)
Chief Executive Officer, 1995 161,300 29,836 4,261 3,037 116,306(4)
President and Director 1994 140,000 33,974 --- --- 15,229(5)

Byron G. Thoren, 1996 109,298 31,269 --- 3,300(6) 33,650(3)
Executive Vice President 1995 103,600 16,285 --- 2,137 26,364(4)
and Chief Operating 1994 97,900 18,845 --- --- 12,849(5)
Officer

Steven E. Stock, 1996 101,124 29,366 --- 2,860(6) 24,920(3)
Senior Vice President, 1995 95,400 14,821 --- 1,575 23,348(4)
Chief Financial Officer 1994 90,000 16,698 --- --- 10,592(5)
and Treasurer

</TABLE>
--------------------------

(1) Includes Director's fees of $29,250.

(2) Represents the dollar value, as of December 31, 1996, of the award of
348 shares of the Company's Common Stock granted to Mr. Ryan, pursuant
to the BIPs, based on the average of the closing bid and asked price
of $19.625 per share of the Company's Common Stock as quoted on the
National Association of Securities Dealers Quotations ("Nasdaq")
SmallCap Market System on December 31, 1996.

(3) Includes a payment of $74,000 and $8,057, in supplement retirement
benefits to Messrs. Ryan and Thoren, respectively, in an amount equal
to the difference between the benefits payable under the Company's
retirement plans in excess of the Internal Revenue Code limitation on
maximum benefits payable plus an amount to cover taxes due to the
immediate payment of such funds. Includes an allocation under the
ESOP for fiscal year 1996 of 737, 737, and 710 shares to Messrs. Ryan,
Thoren, and Stock, respectively. The value of the shares allocated to
Messrs. Ryan, Thoren, and Stock under the ESOP was $14,464, $14,464
and $13,934 respectively, based on the average of the closing bid and
asked price of $19.625 per share for the Company's Common Stock as
quoted on the Nasdaq SmallCap Market on December 31, 1996. Also
includes insurance premiums paid by the Bank during 1996 of $5,670,
$1,629, and $1,486 for Messrs. Ryan, Thoren, and Stock, respectively.

(4) Includes a payment of $85,599 in supplement retirement benefits to Mr.
Ryan, in an amount equal to the difference between the benefits
payable under the Company's retirement plans in excess of the Internal
Revenue Code limitation on maximum benefits payable plus an amount to
cover taxes due to the immediate payment of such funds. Includes an
allocation under the ESOP for fiscal year 1995 of 921, 900, and 747
shares to Messrs. Ryan, Thoren, and Stock, respectively. The value of
the shares allocated to Messrs. Ryan, Thoren, and Stock under the ESOP
was $15,887, $15,525 and $12,886 respectively, based on the average of
the closing bid and asked price of $17.25 per share for the Company's
Common Stock as quoted on the Nasdaq SmallCap Market on December 31,
1995. Also includes insurance premiums paid by the Bank during 1995
of $5,850, $1,599, and $1,462 for Messrs. Ryan, Thoren, and Stock,
respectively.

(5) Includes an allocation under the ESOP for fiscal year 1994 of 580,
566, and 460 shares to Messrs. Ryan, Thoren, and Stock, respectively.
The value of the shares allocated to Messrs. Ryan, Thoren, and Stock
under the ESOP was $11,600, $11,320 and $9,200 respectively, based on
the average of the closing bid and asked price of $20.00 per share for
the Company's Common Stock as quoted on the Nasdaq SmallCap Market on
December 31, 1994. Also includes insurance premiums paid by the Bank
during 1994 of $3,629, $1,529, and $1,392 for Messrs. Ryan, Thoren,
and Stock, respectively.

7
<PAGE> 11
(6) Includes option grants of 2,400, 1,800, and 1,560 shares to Messrs.
Ryan, Thoren and Stock, respectively, which are subject to the
achievement of certain performance criteria tied to fiscal 1997
earnings data. These shares have not vested at December 31, 1996.

No stock appreciation rights ("SAR's") were granted during fiscal 1996
or in any previous year.

The following table sets forth certain information concerning grants
of stock options pursuant to the Company's Stock Option and Incentive Plan to
the named officers for the fiscal year ended December 31, 1996.

- -----------------------------------------------------------------------------------------------------------------------------------
OPTION/SAR GRANTS IN LAST FISCAL YEAR

- -----------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS

- -----------------------------------------------------------------------------------------------------------------------------------

NUMBER OF POTENTIAL REALIZABLE
SECURITIES VALUE AT ASSUMED
UNDERLYING % OF TOTAL ANNUAL RATES OF STOCK
OPTIONS/ OPTIONS/SARS EXERCISE PRICE APPRECIATION FOR
SARS GRANTED TO OR BASE OPTION TERM
GRANTED (#) EMPLOYEES PRICE EXPIRATION ----------------------
NAME IN FISCAL YEAR ($/SH) DATE 5%($)(1) 10%($)(1)
- -----------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ryan 2,000 6.32% $17.25 9/9/06 $21,697 $54,984
2,400(2) 7.59 19.00 12/31/06 28,678 72,675

Byron G. Thoren 1,500 4.74 17.25 9/9/06 16,273 41,238
1,800(2) 5.69 19.00 12/31/06 21,508 54,506

Steven E. Stock 1,300 4.12 17.25 9/9/06 14,103 35,740
1,560(2) 4.93 19.00 12/31/06 18,640 47,239
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Appreciation is based on stock price as of date of grant.

(2) Includes option grants of 2,400, 1,800 and 1,560 shares to Messrs. Ryan,
Thoren and Stock, respectively, which are subject to the achievement of
certain performance criteria tied to fiscal 1997 earnings data. These
shares have not vested at December 31, 1996.

<PAGE> 12
The following table provides information as to stock options exercised
by the Company's Chief Executive Officer and the other named officers at
December 31, 1996 and the value of in-the-money options held by the Company's
Chief Executive Officer and other named officers.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- -----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FY-END FY-END
ACQUIRED VALUE (#)(1) ($)(2)
ON EXERCISE REALIZED ------------------------------------ ---------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ryan --- --- 29,487 2,400(3) $313,427 $1,500(3)

Byron G. Thoren --- --- 19,986 1,800(3) 209,390 1,125(3)

Steven E. Stock --- --- 15,175 1,560(3) 112,219 975(3)
- -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
_________________

(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer and other named officers.

(2) Represents the aggregate market value (market price of the Common
Stock less the exercise price) of in-the-money options granted based
upon the average of the closing bid and asked price of $19.625 per
share of the Company's Common Stock as reported on the Nasdaq SmallCap
Market on December 31, 1996.

(3) Subject to the achievement of certain performance criteria tied to
fiscal 1997 earnings data. These shares have not vested at December
31, 1996.

EMPLOYMENT AGREEMENTS

During 1996, the Company entered into employment agreements with
Messrs. Ryan, Thoren and Stock and two other executive officers. The
employment agreements replaced the Bank's previously disclosed employment
agreements, which are now terminated, and the Company's previously disclosed
change in control agreements, which are also now terminated. The employment
agreements provide for annual base salaries in amounts not less than their
current salaries. The employment agreements provide for initial terms of (i)
three years for Mr. Ryan, (ii) two years for Messrs. Thoren and Stock and (iii)
one year for the remaining two officers. In general, under their terms, each
agreement is extended daily for a period of one day so that the agreements
retain their original terms unless either the employee or the Company shall
give notice to the contrary. The agreements provide for termination upon the
employee's death, for cause, or in certain other events. Each employment
agreement is terminable by the employee upon 90 days' written notice.

The agreements provide for the payment of an amount equal to the
employee's salary for the remainder of the contract term plus health benefits
in the event employment is terminated without cause and a change in control
payment, as described below, is not applicable. The employment agreements
provide for payment to Mr. Ryan of 299%, and Messrs. Thoren and Stock of 200%
of their annual salary and bonus in the event there is a change in control of
the Bank, where employment terminates in connection with such a change in
control or within 12 months thereafter. Assuming a change in control were to
take place as of January 1, 1997 and each employee were involuntarily
terminated, the aggregate amount payable to Messrs. Ryan, Thoren and Stock
pursuant to this change in control provision would be approximately $679,328,
$281,134 and $260,980, respectively. The agreements

9
<PAGE> 13
provide for, among other things, participation in an equitable manner in
employee benefits applicable to executive personnel of the Bank.

REPORT OF THE COMPENSATION COMMITTEE

The Company's Executive compensation program is administered by the
Board Compensation Committee, a committee comprised solely of non-employee
directors. None of the these directors have any interlocking or other
relationships with the Company which would call into question their
independence as committee members.

The executive compensation program is structured and administered to
support the Company's business objectives and in keeping with its stated
mission. The mission statement of company is as follows:

To maximize the long term value for shareholders;

To meet the needs of present and potential customers with financial
products and services, profitably and efficiently delivered through a
caring staff; and

To continue our commitment to the communities we serve.

In 1993, Congress amended the Internal Revenue Code to add Section
162(m) to limit the corporate deduction for compensation paid to a
corporation's chief executive officer and to the four most highly compensated
officers to $1 million per executive per year, with certain exceptions. The
Committee carefully reviewed the impact of this legislation on the cost of the
Bank's current executive compensation plans. Under the legislation and
regulations adopted thereunder, it is not expected that any portion of the
Company's (or subsidiaries') employee remuneration will be non-deductible in
fiscal 1997 or in future years by reason of compensation awards granted in
fiscal 1996. The Committee intends to review the Company's (and subsidiaries')
executive compensation policies on an ongoing basis, and propose appropriate
modifications, if the Committee deems them necessary, to these executive
compensation plans with a view toward implementing the Company's compensation
policies in a manner that avoids or minimizes any disallowance of tax
deductions under Section 162(m).

The executive compensation program supporting this business mission
and strategy needs to, and does, provide a total compensation package for key
persons which match those provided by competitors of similar size, complexity,
and performance.

Compensation Philosophy. The Compensation Philosophy previously
adopted by the committee was reviewed. That philosophy is reiterated for the
record:

SuburbFed Financial Corp. and Suburban Federal Savings, a Federal
Savings Bank support a centralized compensation program to attract, retain and
motivate qualified employees to accomplish short and long-term goals and
objectives. The specific objectives of the compensation program are:

1. To maintain a total compensation program which is equal to or
slightly above market value in competitiveness, within
respective and appropriate marketplaces for all job categories
including executive, managerial, non-exempt and part-time
employees.

2. To provide the proper mix of compensation elements to meet the
needs of employees and the organization. For executive
officers the elements will include base salary, annual
incentives, long-term incentives including stock options,
benefits, and perquisites.

3. Maintain internally equitable pay levels which recognize the
skills, responsibilities, efforts, experience, certifications,
and working conditions determined for each position.

4. Provide a salary and incentive structure which recognizes
individual differences in performance, experience and position
worth.

10
<PAGE> 14
5. Establish annual salary increases guidelines which
provide pay progress based on each individual's work
performance.

6. Measure and monitor the performance management system to
ensure a direct relationship between pay increases and work
performance.

7. Provide final approval for compensation decisions as follows:

Position Recommendation Approval
- -------- -------------- --------
<S> <C> <C>
CEO Board Compensation Comm. Board
COO, CFO, SRVP CEO Board Comm.
Other Officers Management Committee CEO

</TABLE>
8. Formally communicate the compensation program details and
performance management system and features to all current and
new employees.

9. Provide periodic review and control over the compensation
process to ensure fair and equitable pay practices which
comply with all applicable regulations.

10. Conduct on-going reviews of salary structure and position
evaluation to preserve their accuracy and competitiveness and
to consider new innovative approaches to maintain fairness and
cost containment.

11. Review use of options, bank incentive plans, and the Employee
Stock Ownership Plan to determine the degree to which those
plans are aligned with the interests of outside shareholders.

Committee Process. In its review of executive compensation the
committee takes into account numerous components including the following
factors:

Competitive salary levels for executive positions under committee
purview as disclosed by various sources, including outside
consultants, annual reports of competing banks, and Compensation
Surveys prepared by America's Community Bankers.

Individual performance as recorded and documented during the year.

The performance of the Company in meeting its budgeted goals and
stated strategic objectives as they are established each year in the
budgetary process and in a strategic planning process.

Internal equity issues.

Company Performance. For performance analysis purposes the effect of
the SAIF recapitalization premium charge, recorded September 30, 1996, was
ignored and treated as an unusual occurrence outside the control of management.

During 1996 budgeted net income goals were exceeded at the bank level
by 9.89 percent.

Incentive compensation to a broad range of officers is based
partially on bank profitability and partially on determinable performance
within areas under their personal control. For instance, three participating
senior officers, those primarily responsible for investment decisions, shared
15% of the "excess investment income" derived in the holding company.
Investment performance at the holding company level achieved a rate of return
well above the bench mark T-Bill yields plus 1.5% and thus generated "excess
income" in the amount of $293,187. All elements of incentive compensation are
objective and based on performance of the respective individuals and companies.

11
<PAGE> 15
After profitability, the primary strategic objective of significance
for 1996 was loan growth. Such growth exceeded managements goals established
in late 1995.

CEO Compensation. During 1996 President and Vice Chairman Ryan
received the following compensation, Base salary of $148,400, 1995 incentives
paid in early 1996 of $49,550, Stock Awards totaling 348 shares which were
intended to make up for Mr. Ryan's lost ESOP participation in 1995 due to the
$150,000 cap under the Internal Revenue Code, options for 2,500 shares granted
at market value as of the date of award subject to earnings achievement for
1996, and an allocation under the ESOP program for fiscal 1996 of 738 shares.
Mr. Ryan also received Board fees during 1996 in the amount of $29,500. He is
paid on the same basis as other directors. Mr. Ryan also received a $74,000
payment reflecting supplemental retirement benefits to Mr. Ryan in an amount
equal to the difference in the present cash value payable under the company's
retirement plan in excess of the Internal Revenue Code limitation on maximum
benefits payable plus an amount to cover taxes due to the immediate payment of
such funds. Such payment may diminish over time due to adjustments to the
code.

For 1997 based on available data the competitive range of compensation
for the CEO was determined as follows:

Median 1996 compensation for institutions between $300 and $500
million was $148,900. Average base salary was $159,697, with an average lower
quartile of $130,200 and upper quartile of $187,500.

Median bonuses for 1995, the last year reported, amounted to $28,208,
with an average payment of $42,100, lower quartile measures of $14,254 and
upper quartile measures of $48,500.

Our outside consultant placed the market value of the CEO compensation
for an institution of the Company's size at $158,650 for 1997 with a range from
$126,920 to $206,245 being acceptable. He suggested a targeted incentive for
the CEO of 35% of base salary, translating to a range of from 0 if minimum
levels of performance are not achieved to 50% at the highest level of
achievement. He also suggested the propriety of a continuation of long-term
incentives to be granted through the use of market priced options subject to
vesting based on company performance.

Bruce Huey, Chairman of the Compensation Committee

Douglas Dance

Robert Harris

Alan Wischhover

12
<PAGE> 16
STOCK PERFORMANCE PRESENTATION

The line graph below compares the cumulative total stockholder return
on the Common Stock to the cumulative total return of a broad index (all Nasdaq
U.S. Stocks) and a savings and loan industry index for the period March 4, 1992
through December 31, 1996. The graph assumes that $100 was invested on March
4, 1992 to purchase shares of the Common Stock and that all dividends were
reinvested.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG SUBURBFED FINANCIAL CORP., NASDAQ MARKET
INDEX AND MG GROUP INDEX*

DOLLARS

350 300 250 200 150
100 50 0 [GRAPH]
1992 1993 1994 1995 1996

FISCAL YEAR ENDING
- ---------------------------------------------------------------------------------------------------------------------
COMPANY 1992 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
SUBURBFED FINANCIAL CORP 100 167.47 225.43 199.57 254.92 298.94
INDUSTRY INDEX 100 122.46 151.85 145.45 230.38 300.67
BROAD MARKET 100 100.37 120.39 126.40 163.96 203.74
</TABLE>

SUBURBFED FINANCIAL NASDAQ MARKET INDEX

MG GROUP INDEX

*Assumes $100 invested on March 4, 1992 and dividends reinvested through fiscal
year ending December 31, 1996.

13
<PAGE> 17
CERTAIN TRANSACTIONS

The Bank has followed a policy of granting consumer loans and loans
secured by the borrower's personal residence to officers, directors and
employees. The loans have been made in the ordinary course of business and on
the same terms and conditions as those of comparable transactions prevailing at
the time, in accordance with the Bank's underwriting guidelines, and do not
involve more than the normal risk of collectibility or present other
unfavorable features. Loans to officers and directors must be approved by a
majority of the disinterested directors and loans to other employees must be
approved by the Bank's loan committee. All loans by the Bank to its directors
and executive officers are subject to regulations of the Office of Thrift
Supervision restricting loans and other transactions with affiliated persons of
the Bank. Federal law currently requires that all loans to directors and
executive officers be on terms and conditions comparable to those for similar
transactions with non-affiliates. No loans granted on favorable terms are
outstanding to any current officer or director of the Bank or the Company whose
aggregate indebtedness exceed $60,000 at any time during the year ended
December 31, 1996.

PROPOSAL II - RATIFICATION OF ADOPTION OF
1997 STOCK OPTION AND INCENTIVE PLAN

A 1997 Stock Option and Incentive Plan (the "Stock Option Plan") has
been adopted by the Board of Directors of the Company, subject to ratification
by stockholders at the Meeting. Pursuant to the Stock Option Plan, 80,000
shares of the Company's Common Stock will be reserved for issuance under the
Stock Option Plan from authorized but unissued shares. The Stock Option Plan
is comparable in structure and purpose to plans adopted by the stockholders of
a large number of public companies and is similar to the Company's previous
options. As of March 4, 1997, awards covering a total of 254,617 shares of the
original 268,687 shares of Common Stock reserved for issuance under the
Company's previous option plans have been granted. The preceding numbers have
been adjusted to reflect the 3 for 2 stock split which occurred on November 3,
1995.

The Board of Directors proposes that stockholders approve the new
Stock Option Plan in order to increase the number of shares available for
future grants of stock options. The Board of Directors believes that it was
appropriate for the Company to adopt a stock option and incentive plan which
permits the granting of long-term incentive awards to officers and employees as
a means of enhancing and encouraging the recruitment and retention of those
individuals on whom the continued success of the Company depends. However,
because the awards are granted only to persons affiliated with the Company, the
adoption of the Stock Option Plan could make it more difficult for a third
party to acquire control of the Company and therefore could discourage offers
for the Company's stock that may be viewed by the Company's stockholders to be
in their best interest.

Attached as Exhibit A to this Proxy Statement is the complete text of
the Stock Option Plan. The principal features of the Stock Option Plan are
summarized below.

PRINCIPAL FEATURES OF THE STOCK OPTION PLAN

The Stock Option Plan provides for awards in the form of stock
options. Each award shall be on such terms and conditions, consistent with the
Stock Option Plan, as the committee administering the Stock Option Plan may
determine.

Shares may be either authorized but unissued shares or reacquired
shares held by the Company in its treasury. Any shares subject to an award
which expires or is terminated unexercised will again be available for issuance
under the Stock Option Plan or any other plan of the Company or its
subsidiaries. Generally, no award or any right or interest therein is
assignable or transferable except under certain limited exceptions set forth in
the Plan.

The Stock Option Plan is administered by the Stock Option Committee of
the Board of Directors of the Company, none of whom shall be eligible to
receive discretionary awards under the Stock Option Plan. Directors Ricketts
and Lowenthal are the present members of the Stock Option Committee. Pursuant
to the terms of the Stock Option Plan, any employee of the Company or its
affiliates is eligible to participate in the Stock Option Plan. In

14
<PAGE> 18
granting awards under the Stock Option Plan, the Stock Option Committee
considers, among other things, position and years of service, value of the
participant's services to the Company and the Bank and the added
responsibilities of such individuals as employees, directors and officers of a
public company.

STOCK OPTIONS

The term of stock options will not exceed ten years from the date of
grant. The Committee may grant either "Incentive Stock Options" as defined
under Section 422 of the Code or stock options not intended to qualify as such
("Non-Qualified Stock Options").

In general, stock options will not be exercisable after the expiration
of their terms. Unless otherwise determined by the Committee, in the event
that a participant ceases to maintain continuous service (as defined in the
Stock Option Plan) to the Company, or one of its affiliates, for any reason
other than death, or termination for cause, an exercisable stock option will
continue to be exercisable for three months but in no event after the
expiration date of the option. In the event of the death of a participant
during such service or within the three month period described above following
termination, an exercisable option will continue to be exercisable for one
year, to the extent exercisable by the participant immediately prior to his
death, but in no event later than ten years after grant. Following the death
of any participant, the Committee may, as an alternative means of settlement of
an option, elect to pay to the holder an amount of cash equal to the amount by
which the market value of the shares covered by the option on the date of
exercise exceeds the exercise price. A stock option will automatically
terminate and will no longer be exercisable as of the date a participant is
terminated for cause.

Subject to certain limited exceptions, the exercise price for the
purchase of shares subject to a stock option at the date of grant may not be
less than 100% of the market value of the shares covered by the option on that
date. The exercise price must be paid in full in cash or shares of common
stock, or a combination of both.

EFFECT OF MERGER AND OTHER ADJUSTMENTS

Shares as to which awards may be granted under the Stock Option Plan,
and shares then subject to awards, will be adjusted by the Committee in the
event of any merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other change in the corporate structure of the
Company.

In the case of any merger, consolidation or combination of the Company
with or into another thrift holding company or other entity, whereby either the
Company is not the continuing thrift holding company or its outstanding shares
are converted into or exchanged for securities, cash or property, or any
combination thereof, any participant to whom a stock option has been granted at
least six months prior to such event will have the right upon exercise of the
option to an amount equal to the excess of fair market value on the date of
exercise of the consideration receivable in the merger, consolidation or
combination with respect to the shares covered or represented by the stock
option over the exercise price of the option multiplied by the number of shares
with respect to which the option has been exercised.

A change in control will be deemed to occur when (i) a person or group
becomes the beneficial owner of shares of the Company representing 25% or more
of the total number of votes which may be cast for the election of the Board of
Directors of the Company, (ii) in connection with any tender or exchange offer
(other than an offer by the Company), merger or other business combination,
sale of assets or contested election, or combination of the foregoing, the
persons who are Directors of the Company cease to be a majority of the Board of
Directors, or (iii) stockholders of the Company approve a transaction pursuant
to which the Company will cease to be an independent publicly-owned thrift
holding company or pursuant to which substantially all of its assets will be
sold.

In addition, in the event of a tender or exchange offer (other than an
offer made by the Company) or if the event specified in clause (iii) above
occurs, all outstanding stock options not fully exercisable will become
exercisable in full and remain so for a period of 60 days, after which they
will revert to being exercisable in accordance with their terms. However, no
stock option will be exercisable by any director, senior officer or ten percent
beneficial owner of the Company, or one of its subsidiaries, within six months
of the date of the grant of such stock option and no options previously
exercised or terminated shall be exercisable.

15
<PAGE> 19
AMENDMENT AND TERMINATION

The Board of Directors of the Company may at any time amend, suspend
or terminate the Stock Option Plan or any portion thereof but may not, without
the prior approval of the stockholders, make any amendment which shall (i)
materially increase the aggregate number of shares with respect to which Awards
may be made under the Plan (except as set for in the Stock Option Plan), (ii)
materially increase the benefits accruing to Participants, (iii) change the
class of person eligible to participate in the Stock Option Plan, provided,
however, that no such amendment, suspension or termination shall impair the
rights of any Participant, without his consent, in any Award therefore made
pursuant to the Stock Option Plan. Unless previously terminated, the Stock
Option Plan shall continue in effect for a term of ten years, after which no
further awards may be granted under the Stock Option Plan.

FEDERAL INCOME TAX CONSEQUENCES

Under present federal income tax laws, awards under the Stock Option
Plan will have the following consequences:

(1) The grant of an award will neither, by itself, result in the
recognition of taxable income to the participant nor entitle the
Company to a deduction at the time of such grant.

(2) The exercise of a stock option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code will generally not, by
itself, result in the recognition of taxable income to the participant
nor entitle the Company to a deduction at the time of such exercise.
However, the difference between the exercise price and the fair market
value of the option shares on the date of exercise is an item of tax
preference which may, in certain situations, trigger the alternative
minimum tax. The alternative minimum tax is incurred only when it
exceeds the regular income tax. The alternative minimum tax will be
payable at the rate of 26% to the first $175,000 of "minimum taxable
income" in excess of $33,750 (single person) or $45,000 (married
person filing jointly). This tax applies at a flat rate of 28% of so
much of the taxable excess as exceeds $175,000. If a taxpayer has
alternative minimum taxable income in excess of $150,000 (married
persons filing jointly) or $112,500 (single person), the $45,000 or
$33,750 exemptions are reduced by an amount equal to 25% of the amount
by which the alternative minimum taxable income of the taxpayer
exceeds $150,000 or $112,500, respectively. The gain recognized upon
sale of the Incentive Stock Option will generally be taxed at the
ordinary income tax rates then in effect.

(3) The exercise of a stock option which is not an Incentive Stock Option
will result in the recognition of ordinary income by the participant
on the date of exercise in an amount equal to the difference between
the exercise price and the fair market value on the date of exercise
of the shares acquired pursuant to the stock option.

(4) The Company will be allowed a deduction at the time, and in the amount
of, any ordinary income recognized by the participant under the
various circumstances described above, provided that the Company meets
its federal withholding tax obligations.

AWARDS UNDER THE STOCK OPTION PLAN

The Stock Option Committee has no current plans or understandings
regarding the allocation of awards under the Stock Option Plan. It is
anticipated that the Stock Option Committee will meet near the end of fiscal
1997 to consider whether, when and to whom to grant awards under the Stock
Option Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE ADOPTION OF THE 1997 STOCK OPTION AND INCENTIVE PLAN.

16
<PAGE> 20
PROPOSAL III - RATIFICATION OF APPOINTMENT OF AUDITORS

The Company's independent auditors are Cobitz, VandenBerg & Fennessy,
independent certified public accountants. At the Meeting, the stockholders
will consider and vote on the ratification of the appointment of independent
auditors for the Company's fiscal year ending December 31, 1997. The Board of
Directors has appointed Cobitz, VandenBerg & Fennessy to be its auditors,
subject to ratification by the Company's stockholders.

Representatives of Cobitz, VandenBerg & Fennessy are expected to
attend the Meeting to respond to appropriate questions and to make a statement
if they so desire.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF COBITZ, VANDENBERG & FENNESSY AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.

SHAREHOLDER PROPOSALS

In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to
take action at such meeting must be received at the Company's executive
offices, 3301 West Vollmer Road, Flossmoor, Illinois 60422, no later than
November 17, 1997. Any such proposals shall be subject to the requirements of
the proxy rules adopted under the Exchange Act.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.

The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. The Company has retained
Georgeson & Co. to assist in the solicitation of proxies for a fee estimated to
be $5,500 plus reasonable out of pocket expenses. In addition to solicitation
by mail, directors and officers of the Company and regular employees of the
Bank may solicit proxies personally or by telegraph or telephone, without
additional compensation.

By Order of the Board of Directors

Flossmoor, Illinois
March 17, 1997

17
<PAGE> 21
EXHIBIT A

SUBURBFED FINANCIAL CORP.

1997 STOCK OPTION AND INCENTIVE PLAN

1. Plan Purpose. The purpose of the Plan is to promote the
long-term interests of the Corporation and its stockholders by providing a
means for attracting and retaining directors, officers and employees of the
Corporation and its Affiliates. It is intended that designated Options granted
pursuant to the provisions of this Plan to persons employed by the Corporation
or its Affiliates will qualify as Incentive Stock Options. Options granted to
persons who are not employees will be Non-Qualified Stock Options. Options
granted as Incentive Stock Options but which, for any reason, fail to qualify
as such shall automatically become Non-Qualified Stock Options.

2. Definitions. The following definitions are applicable to the
Plan:

"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section 424(e)
and (f), respectively, of the Code.

"Award" - means the grant of an Incentive Stock Option or a
Non-Qualified Stock Option, as provided in the Plan.

"Bank" - means Suburban Federal Savings, A Federal Savings
Bank and any successor entity.

"Code" - means the Internal Revenue Code of 1986, as amended.

"Committee" - means the Committee referred to in Section 3
hereof.

"Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory or honorary director or
director emeritus, officer or employee of the Corporation or an Affiliate,
except that when used with respect to persons granted an Incentive Option means
the absence of any interruption or termination of service as an employee of the
Corporation or an Affiliate. Service shall not be considered interrupted in
the case of sick leave, military leave or any other leave of absence approved
by the Corporation or in the case of transfers between payroll locations of the
Corporation or between the Corporation, its parent, its subsidiaries or its
successor. With respect to any advisory or honorary director or director
emeritus, continuous service shall mean availability to perform such functions
as may be required of the such directors.

"Corporation" - means SuburbFed Financial Corp., a Delaware
corporation.

"Employee" - means any person, including an officer or
director, who is employed by the Corporation or any Affiliate.
<PAGE> 22
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.

"Exercise Price" - means the price per Share at which the
Shares subject to an Option may be purchased upon exercise of such Option.

"Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.

"Market Value" - means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) of a
Share on the Composite Tape for the New York Stock Exchange-Listed Stocks, or,
if on such date the Shares are not quoted on the Composite Tape, on the New
York Stock Exchange, or, if the Shares are not listed or admitted to trading on
such Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which the Shares are listed or
admitted to trading, or, if the Shares are not listed or admitted to trading on
any such exchange, the mean between the closing high bid and low asked
quotations with respect to a Share on such date on the NASDAQ System, or any
similar system then in use, or, if no such quotations are available, the fair
market value on such date of a Share as the Committee shall determine.

"Non-Employee Director" - means a director who a) is not
currently an officer or employee of the Corporation; b) is not a former
employee of the Corporation who receives compensation for prior services (other
than from a tax-qualified retirement plan); c) has not been an officer of the
Corporation; d) does not receive remuneration from the Corporation in any
capacity other than as a director; and e) does not possess an interest in any
other transactions and is not engaged in a business relationship for which
disclosure would be required under Item 404(a) or (b) of Regulation S-K.

"Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof, which option is
not intended to qualify under Section 422(b) of the Code.

"Option" - means an Incentive Stock Option or a Non-Qualified
Stock Option.

"Participant" - means any director, advisory or honorary
director or director emeritus, officer or employee of the Corporation or any
Affiliate who is selected by the Committee to receive an Award.

"Plan" - means the 1997 Stock Option and Incentive Plan of the
Corporation.

"Shares" - means the shares of common stock of the
Corporation.

"Ten Percent Beneficial Owner" - means the beneficial owner of
more than ten percent of any class of the Corporation's equity securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934.

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<PAGE> 23
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Non-Employee
Director. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express provisions of
the Plan, the Committee shall have sole and complete authority and discretion
to (i) select Participants and grant Awards; (ii) determine the number of
Shares to be subject to types of Awards generally, as well as to individual
Awards granted under the Plan; (iii) determine the terms and conditions upon
which Awards shall be granted under the Plan; (iv) prescribe the form and terms
of instruments evidencing such grants; and (v) establish from time to time
regulations for the administration of the Plan, interpret the Plan, and make
all determinations deemed necessary or advisable for the administration of the
Plan.

A majority of the Committee shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.

4. Participation in Committee Awards. The Committee may select
from time to time Participants in the Plan from those directors, advisory or
honorary directors or directors emeritus, officers and employees of the
Corporation or its Affiliates who, in the opinion of the Committee, have the
capacity for contributing to the successful performance of the Corporation or
its Affiliates.

5. Shares Subject to Plan. Subject to adjustment by the
operation of Section 12 hereof, the maximum number of Shares with respect to
which Awards may be made under the Plan is EIGHTY THOUSAND (80,000). The
Shares with respect to which Awards may be made under the Plan may be either
authorized and unissued shares or issued shares heretofore or hereafter
reacquired and held as treasury shares. An Award shall not be considered to
have been made under the Plan with respect to any Option which terminates and
new Awards may be granted under the Plan with respect to the number of Shares
as to which such termination has occurred.

6. General Terms and Conditions of Options. The Committee shall
have full and complete authority and discretion, except as expressly limited by
the Plan, to grant Options and to provide the terms and conditions (which need
not be identical among Participants) thereof. In particular, the Committee
shall prescribe the following terms and conditions: (i) the Exercise Price of
any Option, which shall not be less than the Market Value per Share at the date
of grant of such Option, (ii) the number of Shares subject to, and the
expiration date of, any Option, which expiration date shall not exceed ten
years from the date of grant, (iii) the manner, time and rate (cumulative or
otherwise) of exercise of such Option, and (iv) the restrictions, if any, to be
placed upon such Option or upon Shares which may be issued upon exercise of
such Option. The Committee may, as a condition of granting any Option, require
that a Participant agree not to thereafter exercise one or more Options
previously granted to such Participant.

7. Exercise of Options.

(a) Except as provided herein, an Option granted under
the Plan shall be exercisable during the lifetime of the Participant to whom
such Option was granted only by such Participant and, except as provided in
paragraphs (c) and (d) of this Section 7, no such Option,

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<PAGE> 24
may be exercised unless at the time such Participant exercises such Option,
such Participant has maintained Continuous Service since the date of grant of
such Option.

(b) To exercise an Option under the Plan, the Participant
to whom such Option was granted shall give written notice to the Corporation in
form satisfactory to the Committee (and, if partial exercises have been
permitted by the Committee, by specifying the number of Shares with respect to
which such Participant elects to exercise such Option) together with full
payment of the Exercise Price, if any and to the extent required. The date of
exercise shall be the date on which such notice is received by the Corporation.
Payment, if any is required, shall be made either (i) in cash (including check,
bank draft or money order) or (ii) by delivering (A) Shares already owned by
the Participant and having a fair market value equal to the applicable exercise
price, such fair market value to be determined in such appropriate manner as
may be provided by the Committee or as may be required in order to comply with
or to conform to requirements of any applicable laws or regulations, or (B) a
combination of cash and such Shares.

(c) If a Participant to whom an Option was granted shall
cease to maintain Continuous Service for any reason (including total or partial
disability and normal or early retirement, but excluding death and termination
of employment by the Corporation or any Affiliate for cause), such Participant
may, but only within the period of three months immediately succeeding such
cessation of Continuous Service and in no event after the expiration date of
such Option, exercise such Option to the extent that such Participant was
entitled to exercise such Option, at the date of such cessation, provided,
however, that such right of exercise after cessation of Continuous Service
shall not be available to a Participant if the Committee otherwise determines,
and so provides in the applicable instrument or instruments evidencing the
grant of such Option. If the Continuous Service of a Participant to whom an
Option was granted by the Corporation is terminated for cause, all rights under
any Option of such Participant shall expire immediately upon the giving to the
Participant of notice of such termination.

(d) In the event of the death of a Participant while in
the Continuous Service of the Corporation or an Affiliate or within the three
month period referred to in paragraph (c) of this Section 7, the person to whom
any Option held by the Participant at the time of his death is transferred by
will or the laws of descent and distribution, or in the case of an Award other
than an Incentive Stock Option, pursuant to a qualified domestic relations
order, as defined in the Code or Title 1 of ERISA or the rules thereunder may,
but only to the extent such Participant was entitled to exercise such Option
immediately prior to his death, exercise such Option at any time within a
period of one year succeeding the date of death of such Participant, but in no
event later than ten years from the date of grant of such Option. Following
the death of any Participant to whom an Option was granted under the Plan, the
Committee may, as an alternative means of settlement of such Option, elect to
pay to the person to whom such Option is transferred by will or by the laws of
descent and distribution, or in the case of an Option other than an Incentive
Stock Option, pursuant to a qualified domestic relations order, as defined in
the Code or Title I of ERISA or the rules thereunder, the amount by which the
Market Value per Share on the date of exercise of such Option shall exceed the
Exercise Price of such Option, multiplied by the number of Shares with respect
to which such Option is properly exercised. Any such settlement of an Option
shall be considered an exercise of such Option for all purposes of the Plan.

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<PAGE> 25
8. Incentive Stock Options. Incentive Stock Options may be
granted only to Participants who are Employees. Any provision of the Plan to
the contrary notwithstanding, (i) no Incentive Stock Option shall be granted
more than ten years from the date the Plan is adopted by the Board of Directors
of the Corporation and no Incentive Stock Option shall be exercisable more than
ten years from the date such Incentive Stock Option is granted, (ii) the
Exercise Price of any Incentive Stock Option shall not be less than the Market
Value per Share on the date such Incentive Stock Option is granted, (iii) any
Incentive Stock Option shall not be transferable by the Participant to whom
such Incentive Stock Option is granted other than by will or the laws of
descent and distribution, and shall be exercisable during such Participant's
lifetime only by such Participant, (iv) no Incentive Stock Option shall be
granted to any individual who, at the time such Incentive Stock Option is
granted, owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Corporation or any Affiliate unless
the Exercise Price of such Incentive Stock Option is at least 110 percent of
the Market Value per Share at the date of grant and such Incentive Stock Option
is not exercisable after the expiration of five years from the date such
Incentive Stock Option is granted, and (v) the aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) of the Shares
with respect to which Incentive Stock Options are exercisable for the first
time by a Participant in any calendar year shall not exceed $100,000.

9. Adjustments Upon Changes in Capitalization. In the event of
any change in the outstanding Shares subsequent to the effective date of the
Plan by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any
change in the corporate structure or Shares of the Corporation, the maximum
aggregate number and class of shares as to which Awards may be granted under
the Plan and the number and class of shares with respect to which Awards
theretofore have been granted under the Plan shall be appropriately adjusted by
the Committee, whose determination shall be conclusive.

10. Effect of Merger. In the event of any merger, consolidation
or combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions
contained in the certificate of incorporation, to receive the appraised or fair
value of their holdings), any Participant to whom an Option has been granted at
least six months prior to such event shall have the right (subject to the
provisions of the Plan and any limitation applicable to such Option),
thereafter and during the term of each such Option, to receive upon exercise of
any such Option an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect
of a Share over the Exercise Price of such Option, multiplied by the number of
Shares with respect to which such Option shall have been exercised. Such
amount may be payable fully in cash, fully in one or more of the kind or kinds
of property payable in such merger, consolidation or combination, or partly in
cash and partly in one or more of such kind or kinds of property, all in the
discretion of the Committee.

A-5
<PAGE> 26
11. Effect of Change in Control. Each of the events specified in
the following clauses (i) through (iii) of this Section 11 shall be deemed a
"change of control": (i) any third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the
beneficial owner of shares of the Corporation with respect to which 25% or more
of the total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, exchange offer, merger or other business combination, sale of
assets or contested election, or combination of the foregoing, the persons who
were directors of the Corporation shall cease to constitute a majority of the
Board of Directors of the Corporation or (iii) the shareholders of the
Corporation shall approve an agreement providing either for a transaction in
which the Corporation will cease to be an independent publicly owned entity or
for a sale or other disposition of all or substantially all the assets of the
Corporation. If a tender offer or exchange offer for Shares (other than such
an offer by the Corporation) is commenced, or if the event specified in clause
(iii) above shall occur, unless the Committee shall have otherwise provided in
the instrument evidencing the grant of an Option such Option theretofore
granted and not fully exercisable shall become exercisable in full upon the
happening of such event; provided, however, that no Option which has previously
been exercised or otherwise terminated shall become exercisable.

12. Assignments and Transfers. No Award nor any right or interest
of a Participant under the Plan in any instrument evidencing any Award under
the Plan may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and distribution or in
the case of Awards other than Incentive Stock Options pursuant to a qualified
domestic relations order, as defined in the Code or Title I of ERISA or the
rules thereunder.

13. Employee Rights Under the Plan. No director, officer or
employee shall have a right to be selected as a Participant nor, having been so
selected, to be selected again as a Participant and no director, officer,
employee or other person shall have any claim or right to be granted an Award
under the Plan or under any other incentive or similar plan of the Corporation
or any Affiliate. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the employ of the
Corporation or any Affiliate.

14. Delivery and Registration of Stock. The Corporation's
obligation to deliver Shares with respect to an Award shall, if the Committee
so requests, be conditioned upon the receipt of a representation as to the
investment intention of the Participant to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of the Securities Act of 1933 or any
other Federal, state or local securities legislation or regulation. It may be
provided that any representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the necessity of such
representation under such Securities Act or other securities legislation. The
Corporation shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such shares to listing on any stock exchange on which
Shares may then be listed, and (ii) the completion of such registration or
other qualification of such Shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.

15. Withholding Tax. Where a Participant or other person is
entitled to receive Shares pursuant to the exercise of an Option pursuant to
the Plan, the Corporation shall have the right

A-6
<PAGE> 27
to require the Participant or such other person to pay the Corporation the
amount of any taxes which the Corporation is required to withhold with respect
to such Shares, or, in lieu thereof, to retain or sell without notice a
sufficient number of such shares to cover the amount required to be withheld or
in lieu of any of the foregoing to withhold a sufficient sum from the
Participant's compensation payable by the Corporation to satisfy the
Corporation's withholding requirements. The Corporation's method of satisfying
its withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable Federal, state and local law.

16. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof at
any time, but (except as provided in Section 9 hereof) no amendment shall be
made without approval of the stockholders of the Corporation which shall (i)
materially increase the aggregate number of Shares with respect to which Awards
may be made under the Plan, or (ii) change the class of persons eligible to
participate in the Plan; provided, however, that no such amendment, suspension
or termination shall impair the rights of any Participant, without his consent,
in any Award theretofore made pursuant to the Plan.

17. Effective Date and Term of Plan. The Plan shall become
effective upon its adoption by the Board of Directors of the Corporation,
subject to approval of the Plan by stockholders of the Corporation. It shall
continue in effect for a term of ten years unless sooner terminated under
Section 16 hereof.

A-7
<PAGE> 28
REVOCABLE PROXY

SUBURBFED FINANCIAL CORP.

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 1997

The undersigned hereby appoints the Board of Directors of SuburbFed
Financial Corp. (the "Company"), with full powers of substitution, to act as
attorneys and proxies for the undersigned to vote all shares of capital stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Company's Administrative
Office located at 154th Street at Broadway, Harvey, Illinois, on April 17, 1997
at 2:00 p.m., and at any and all adjournments and postponements thereof.

1. The election as directors of all nominees listed below:

[ ] FOR [ ] VOTE WITHHELD

INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE IN THAT NOMINEE'S NAME IN THE LIST BELOW.

ROBERT L. HARRIS BRUCE E. HUEY DANIEL P. RYAN VERNON P. VOLLBRECHT

2. The ratification of the adoption of the 1997 Stock Option and
Incentive Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Ratification of the appointment of Cobitz, VandenBerg & Fennessy as
auditors for the fiscal year ending December 31, 1997.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD NOMINEES AND THE
RATIFICATION OF THE OTHER PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE
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 MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSITIONS.

(Continued and to be SIGNED on Reverse Side)
<PAGE> 29
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the Meeting or
at any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.

The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement dated
March 17, 1997 and an Annual Report to stockholders.

Dated: , 1997
-------------------

---------------------------------
Signature of Stockholder

Please sign exactly as your
name(s) appear(s) to the left.
When signing as attorney,
executor, administrator, trustee
or guardian, please give your
full title. If shares are held
jointly, each holder should
sign.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE