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CORPORATE PROFILE
   Northern States Financial Corporation is a $486 million bank holding company that serves portions of Lake and McHenry Counties in Illinois and Kenosha and Walworth Counties in Wisconsin.
     During 1998, we merged First Federal Bank, fsb into the Bank of Waukegan. This provides our customers with all commercial and consumer banking services under the Bank of Waukegan name at more locations. The merger provides management with increased efficiencies of scale and less duplication of effort and, as a consequence, improved bottom line performance.
     We have the ability to meet the total banking needs of the markets we serve with prompt professional service.

     As shown in the accompanying charts, our Company has shown consistent performance over the last seven years. Equally important to our stockholders, book value per share has increased at a compounded growth rate of 8.2% over the last seven years, while dividends per share have increased at a compounded growth rate of l7.0% over the same period. Finally, we have maintained this pattern of consistent growth while maintaining an average capital ratio of over 9% over the past seven years with average capital for 1998 at 13.2%.
     As our market continues to grow and expand we will continue in our efforts to provide value to our stockholders and maintain our growth and profitability.
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CONTENTS
Financial Highlights..........................................

3

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Chairman's Letter...............................................

5

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Bank of Waukegan Review.............................

9

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Selected Consolidated Financial Data...........

10

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Management's Discussion and Analysis ....

10

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Independent Auditors' Report........................

31

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Consolidated Financial Statements................

32

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Notes to Consolidated Financial Statements.

36

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Stockholder Information...................................

50

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Directors and Officers.......................................

52

 

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