NORTHERN STATES FINANCIAL CORPORATION  
  LETTER TO STOCKHOLDERS  
 
 
To Our Stockholders and Friends,
 
 

The year 2005 proved to be a year of change and challenge for Northern States Financial Corporation. The Company completed the merger of its subsidiaries, Bank of Waukegan and First State Bank of Round Lake, on November 10, 2005. The new bank was named NorStates Bank. The Company had long ago expanded beyond the borders of the City of Waukegan itself and, with the acquisition of the First State Bank of Round Lake offices, it became apparent that our expansion throughout Lake County, Illinois and southeastern Wisconsin warranted a name change. It was a big decision for us – but one that reflects our commitment to grow and evolve in our highly competitive market. The merger of the subsidiaries and name change should continue to enhance future stockholder value.

Our financial results for 2005 reflect the challenges of our highly competitive commercial lending market, a rising rate environment, and an increase to the provision for loan and lease losses caused by the current level of impaired loans and leases. At the close of business December 31, 2005 total assets were $722.5 million. Total loans and leases were $400.5 million, while deposits were $554.4 million.

The increased levels of impaired loans and leases caused the Company to make a provision for loan and lease losses of $3,428,000 during 2005, a decrease of $1,197,000 from $4,625,000 in 2004. Impaired loans and leases at year-end 2005 totaled $32.1 million. We have worked diligently to identify and resolve many of our impaired loan issues and expect impaired levels and provision expense to drop significantly in 2006.

Because of the the decrease in loans, which negatively impacted net interest income, along with high levels of impaired loans and leases, 2005 earnings were reduced to $.49 per share from $.93 per share in 2004. The lower earnings necessitated a decrease in the Company’s dividend in 2005 to $.62 per share from $1.10 in 2004.

The Company issued $10 million in trust-preferred securities in 2005 for liquidity purposes and to strengthen the long-term capital position of the Bank.

 
     
     
NSFC ANNUAL
6
  REPORT 2005