<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-K
 
(Mark One)
   [X]       Annual Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 
             For the Fiscal year ended DECEMBER 31, 1996
                                       or
   [ ]       Transition Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 [No Fee Required]
             For the transition period from ______________ to _________________
 
                         Commission File Number 0-18283
 
                           PINNACLE BANC GROUP, INC.
             (Exact name of registrant as specified in its charter)
 
                     ILLINOIS                                36-3190818
       (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)
      
   2215 YORK ROAD, SUITE 208, OAK BROOK, ILLINOIS              60521
   (Address of principal executive offices)                  (Zip Code)
 
       Registrant's telephone number, including area code (630) 574-3550
 
          Securities registered pursuant to Section 12(b) of the Act:
 
    Title of each class        Name of each exchange on which registered
        NONE                                       NONE
 
          Securities registered pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $3.12 PAR VALUE
                                (Title of class)
 
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
                                 [X] Yes [ ] No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [ ]
 
The aggregate market value of the voting stock held by non-affiliates of the 
registrant at March 17, 1997, was approximately $98,451,000.
 
As of March 17, 1997, the registrant had 7,577,420 shares outstanding of 
common stock, $3.12 par value.
 
Parts of the 1996 Annual Report to Stockholders have been incorporated by 
reference into Part II of the Form 10-K. Parts of the Proxy Statement to 
Stockholders for the Annual Meeting to be held on April 15, 1997 have been 
incorporated by reference into Part III of the Form 10-K.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                      FORM 10-K TABLE OF CONTENTS


PART I
Item 1.  Business.................................................   1
Item 2.  Properties...............................................   5
Item 3.  Legal Proceedings........................................   5
Item 4.  Submission of Matters to a Vote of Security..............   6


PART II
Item 5.  Market for Registrant's Common Equity and Related 
         Stockholders Matters.....................................   6
Item 6.  Selected Financial Data..................................   6
Item 7.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations......................   6
Item 8.  Financial Statements and Supplementary Data..............   6
Item 9.  Disagreements on Accounting and Financial Disclosures....   7


PART III
Item 10. Directors and Executive Officers of the Registrant......   7
Item 11. Executive Compensation..................................   7
Item 12. Security Ownership of Certain Beneficial Owners 
         and Management..........................................   7
Item 13. Certain Relationships and Related Transactions..........   7


PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports 
         on Form 8-K.............................................   7


SIGNATURES.......................................................  15

<PAGE>
                                     PART I
 
ITEM 1.  BUSINESS
 
Pinnacle Banc Group, Inc. (the "Corporation") is a multi-bank holding company 
registered under the Bank Holding Company Act and is engaged in the business 
of banking through the ownership of subsidiary banks. At December 31, 1996 
the Corporation had total consolidated assets of $1,048,376,000, total loans 
of $525,069,000, total deposits of $877,552,000, and total stockholders' 
equity of $100,824,000. The Corporation's principal office is 2215 York Road, 
Suite 208, Oak Brook, Illinois 60521. The Corporation has fourteen banking 
locations in the metropolitan areas of Chicago and Quad-Cities, Illinois.

The Corporation, formerly First Cicero Banc Corporation ("FCBC"), was 
organized under the laws of the State of Illinois on August 24, 1979 for the 
purpose of acquiring the First National Bank of Cicero (the "Cicero Bank"). 
On April 30, 1988, the Corporation merged (the "Merger") with First Harvey 
Banc Corporation ("FHBC"), parent company of First National Bank in Harvey 
(the "Harvey Bank"), and LaGrange Park Banc Corporation ("LPBC"), parent 
company of Bank of LaGrange Park (the "LaGrange Park Bank"). FHBC and LPBC 
were affiliated with FCBC through common ownership. In connection with the 
Merger, the name of the Corporation was changed to Pinnacle Banc Group, Inc.
 
Since the date of the merger, SBH Corp., parent company of Bank of Silvis 
(the "Silvis Bank"), was merged into the Corporation on September 29, 1989. 
The Berwyn National Bank (the "Berwyn Bank") was purchased on February 1, 
1992. The Henry County Bank was purchased on March 27, 1992. Batavia 
Financial Corporation, parent company of Batavia Savings Bank, F.S.B., was 
merged into Pinnacle on December 31, 1992. In 1996, Batavia Savings Bank, 
F.S.B. changed its name to Pinnacle Bank, F.S.B. ("FSB").
 
On December 7, 1992, the Silvis Bank merged with the Henry County Bank with 
the resultant bank named Pinnacle Bank of the Quad-Cities ("Quad-Cities 
Bank"). On July 9, 1993, the Cicero Bank, Harvey Bank and Berwyn Bank were 
merged with and into the LaGrange Park Bank with the resultant bank named the 
Pinnacle Bank. On January 6, 1995, Acorn Financial Corp ("AFC") and its 
subsidiary bank, Suburban Trust & Savings Bank ("STSB") were purchased. AFC 
was liquidated into the Corporation and concurrent with the liquidation, STSB 
was merged into Pinnacle Bank. On September 30, 1996, Financial Security 
Corporation ("FinSec") and its subsidiary thrift, Security Federal Savings 
and Loan Association of Chicago ("SF"), were purchased. FinSec was liquidated 
into the Corporation and SF was a separate subsidiary until it was merged 
into Pinnacle Bank on January 31, 1997.
 
The Corporation owns 100% of the common stock of Pinnacle Bank, Quad-Cities 
Bank, SF and FSB.
 
The Corporation is a legal entity separate and distinct from its subsidiary 
banks. The major source of the Corporation's revenues is dividends from its 
subsidiary banks.
 
SUBSIDIARY BANKS
 
Pinnacle Bank and Quad-Cities Bank are full service commercial banks 
encompassing most of the usual functions of commercial and savings banking 
including commercial, consumer, and real estate lending; installment credit 
lending; collections; safe deposit operations; and other services tailored 
for individual customer needs. The banks also offer a full range of deposit 
services to individuals and businesses which include demand, savings and time 
deposits, as well as providing trust services to the customers. Pinnacle Bank 
provides nondeposit-based products, including mutual funds and annuities 
through affiliation with an independent broker.
 
FSB and SF are Federally chartered savings banks which are principally 
engaged in the business of attracting savings and other funds from the 
general public and investing these funds, principally by

                                       1
<PAGE>

originating residential mortgage loans and investing in investment grade 
securities. In addition to residential mortgage loans, FSB and SF make 
commercial, consumer and installment loans. The banks offer a full range of 
deposit services including demand, savings and time deposits. FSB will merge 
into Pinnacle Bank the second quarter of 1997.
 
The Pinnacle Bank, a state banking corporation organized under the laws of 
Illinois, was formed on July 9, 1993 through the merger of the Cicero Bank, 
Harvey Bank and Berwyn Bank with and into the LaGrange Park Bank. The Cicero 
Bank was originally organized in 1921, the Harvey Bank in 1937, the Berwyn 
Bank in 1937 and the LaGrange Park Bank in 1962. The Bank's main office is 
located in Cicero, Illinois, with full service branches in Harvey, Berwyn, 
Oak Park, LaGrange Park and Westmont and limited service facilities in Cicero 
and North Riverside. At December 31, 1996, the Bank had total assets of $644 
million.
 
The Quad-Cities Bank was organized as a state banking corporation with the 
name Bank of Silvis under the laws of the State of Illinois in 1950. On 
December 7, 1992, The Henry County Bank, organized as a state banking 
corporation under the laws of the State of Illinois in 1968, was merged with 
and into Bank of Silvis and the name of the merged entity was changed to 
Pinnacle Bank of the Quad-Cities. The Bank's main office is located in 
Silvis, Illinois, with a full service branch located in Green Rock, Illinois. 
Each community is part of the Quad-Cities area of Illinois. As of December 
31, 1996, the Bank had total assets of $112 million.
 
FSB was originally organized as an Illinois state chartered savings and loan 
association in 1909. The Bank converted to a federal mutual charter in 1983. 
The Bank amended its charter in August, 1990 in connection with the 
conversion from a mutual thrift to a federal stock savings bank and changed 
its name to Batavia Savings Bank, F.S.B. from Batavia Savings and Loan. The 
Bank's main office is located in Batavia, Illinois with a full service branch 
located in Elburn. A new Elburn branch, replacing a leased facility, opened 
in the second quarter of 1996. As of December 31, 1996, the Bank had total 
assets of $69 million.
 
SF was organized in 1907 as a Federally chartered building and loan 
association. In 1937, SF converted to a Federally chartered savings and loan 
association. SF was acquired by FinSec on December 29, 1992, as part of SF's 
conversion from a Federally chartered mutual savings association to a 
Federally chartered stock savings association. SF's main office is located in 
Chicago, Illinois with a limited service branch located in Niles, Illinois. 
As of December 31, 1996, SF had total assets of $216 million.
 
COMPETITION
 
Intense competition exists in all aspects of business in which the 
Corporation and its subsidiary banks are presently engaged, not only with 
other commercial banks and trust companies but also with thrifts, finance 
companies, personal loan companies, credit unions, leasing companies, money 
market mutual funds, investment firms, mortgage bankers, and other financial 
institutions serving the metropolitan areas of Chicago and the Quad-Cities.
 
Commercial and savings banks compete on the basis of price, including 
interest rates paid on deposits and charged on loans, convenience and quality 
of service. This competition includes banks which are many times larger than 
a banking subsidiary, including banks in the primary marketing areas of each 
subsidiary bank which have become affiliated through parent holding companies 
owning significantly larger banking institutions. Each subsidiary bank is 
encountering increased competition from non-bank financial institutions. 
Thrift deposits constitute a substantial portion of all financial 
institutions' deposits in Illinois. Thrifts are able to compete aggressively 
with commercial banks in the important area of consumer lending. Credit 
unions and small loan companies each are significant factors in the consumer 
loan market. Insurance companies, investment firms and retailers are all 
significant competitors for various types of business. Many of the 
competitors of the subsidiary banks are larger and have greater resources 
than the subsidiary banks.
 
                                       2
<PAGE>

EMPLOYEES
 
At December 31, 1996, the Corporation and its subsidiary banks employed 369 
persons on a full-time equivalent basis.
 
SUPERVISION AND REGULATION
 
    GENERAL.  At the present time, various bills have been introduced in the
United States Congress and the Illinois state legislature which could result in
additional regulation of the business of the Corporation and any banks which are
now or hereafter become affiliated with the Corporation. Future bills could also
be introduced which could significantly affect the banking industry. It cannot
be predicted whether any such legislation will be adopted or how such adoption
would affect the business of the Corporation or any banks so affiliated.
 
The following references to applicable statutes and regulations are brief 
summaries thereof which do not purport to be complete and which are qualified 
in their entirety by reference to such statutes and regulations.
 
    BANK HOLDING COMPANY.  As a bank holding company, the Corporation is subject
to the supervision of the Federal Reserve Board under the Bank Holding Company
Act of 1956, as amended (the "BHC Act"). Bank holding companies are required to
file with the Federal Reserve Board an annual report and such additional
information as the Federal Reserve Board may require. The Federal Reserve Board
also makes periodic examinations of bank holding companies and their
subsidiaries. As a result of the Corporation's acquisition of FSB and SF, the
Corporation is also considered a diversified savings and loan holding company
subject to regulatory oversight by the Office of Thrift Supervision ("OTS"). As
such, the Corporation is subject to regulation and examination by the OTS. The
Corporation is required to obtain the prior approval of the Federal Reserve
Board before it could acquire all or substantially all of the assets of any
bank, or acquire ownership or control of any voting shares of any bank other
than a subsidiary bank of the Corporation, if, after such acquisition, it would
own or control more than 5% of the voting shares of such bank. The BHC Act does
not permit the Federal Reserve Board to approve the acquisition by the Holding
Company of any voting shares of, or all or substantially all of the assets of,
any bank located outside of the State of Illinois, unless such acquisition is
specifically authorized by the laws of the state in which such bank is located.
 
The BHC Act limits the activities which may be engaged in by any bank holding 
company and its subsidiaries to certain specified activities, including those 
activities which the Federal Reserve Board may find by order or regulation, 
to be so closely related to banking or managing or controlling banks as to be 
a proper incident thereto.
 
Subsidiary banks of a bank holding company (such as the bank subsidiaries of 
the Corporation) are subject to certain restrictions imposed by the Federal 
Reserve Act on any extensions of credit to the bank holding company or any of 
its subsidiaries, on investments in the stock or other securities thereof, 
and on the taking of such stock or securities as collateral for loans to any 
borrower.
 
BANKS.  The operations of Pinnacle Bank and Quad-Cities Bank are subject to 
federal and state statutes and regulations applicable to banks chartered 
under the banking laws of the State of Illinois and to regulation by the 
Federal Deposit Insurance Corporation ("FDIC"). The operations of FSB and SF 
are subject to federal statutes and regulations applicable to thrifts 
chartered under the Banking laws of the United States and to regulation by 
the OTS. FSB and SF are members of the Federal Home Loan Bank of Chicago.
 
The Federal Reserve System, the FDIC, the OTS and the State of Illinois 
Office of Banks and Real Estate regularly examine, where applicable, such 
areas as reserves, loans, investments, management practices and other aspects 
of the banks' operations. These examinations are designed for the protection 
of the banks' depositors and not for its stockholders. In addition to these 
regular examina-
 
                                       3
<PAGE>

tions, the banks must furnish periodic reports to the regulatory authorities 
containing a full and accurate statement of its affairs. As members of the 
FDIC, the banks' deposits are insured as provided by law. Effective January 
1, 1993, a risk-based deposit insurance assessment program was placed into 
effect by the FDIC. Insurance premiums are to be determined based on the 
level of a bank's capital and supervisory evaluation. As of the current date, 
each of the Corporation's subsidiary banks were in the lowest premium 
assessment category.
 
Federal and state banking laws and regulations govern or restrict, among
other things, the scope of a bank's business, the investments a bank may make,
the reserves against deposits a bank must maintain, the loans a bank makes and
the collateral it takes, the activities of a bank with respect to mergers and
consolidations, and the establishment of branches. Each banking regulatory
authority has the authority to prevent a bank from engaging in an unsafe or an
unsound practice in conducting its business. The payment of dividends, depending
upon the financial condition of a bank, could be deemed such a practice.
 
As subsidiary banks of a bank holding company, the subsidiary banks are
subject to certain restrictions imposed by the Federal Reserve Act on any
extensions of credit to the Corporation or any of its other subsidiaries, on
investments in the stock or other securities of the Corporation or any of its
subsidiaries, and on taking such stock or securities as collateral for loans.
Federal statutes and Federal Reserve Board regulations also place certain
limitations and reporting requirements on extensions of credit by a bank to
principal stockholders of its parent holding company and to related interests of
such principal stockholders. In addition, such legislation and regulations may
affect the terms upon which any person becoming a principal stockholder of a
holding company may obtain credit from banks with which the subsidiary bank
maintains a correspondent relationship.
 
Furthermore, Federal statutes prohibit acquisition of "control" of a bank or 
bank holding company without prior notice to certain Federal bank regulators. 
"Control" is defined in certain cases as acquisition of as little as 5% of 
the outstanding shares.
 
In 1991, the Federal Deposit Insurance Corporation Improvement Act ("FDICIA") 
was enacted into law. FDICIA provides for, among other things, the 
recapitalization of the FDIC Insurance Fund; enhanced federal supervision of 
depository institutions, including greater authority for the appointment of a 
conservator or receiver for undercapitalized institutions; the adoption of 
safety and soundness standards by the Federal banking regulators, on matters 
such as loan underwriting and documentation, interest rate risk exposure and 
compensation and other employee benefits; the establishment of risk-based 
deposit insurance premiums; liberalization of the qualified thrift lender 
test; greater restrictions on transactions with affiliates; mandated consumer 
protection disclosures with respect to deposit accounts; and expanded audit 
requirements including statements by management regarding internal controls 
and regulatory compliance.
 
GOVERNMENT MONETARY POLICIES
 
The earnings of banks and bank holding companies are affected by the policies 
of regulatory authorities including the Federal Reserve Board which regulates 
the money supply. Among the methods employed by the Federal Reserve Board are 
open market operations in U. S. Government securities, changes in the 
discount rate on member bank borrowings, and changes in reserve requirements 
against member bank deposits. These methods are used in varying combinations 
to influence overall growth and distribution of bank loans, investments and 
deposits, and their use may also affect interest rates charged on loans or 
paid on deposits. The monetary policies of the Federal Reserve Board have had 
a significant effect on the operating results of commercial and savings banks 
in the past and are expected to continue to do so in the future.
 
                                       4
<PAGE>

FINANCIAL INFORMATION
 
For financial information regarding the Corporation, see ITEM 8, FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA, and ITEM 14, EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K.
 
ITEM 2.  PROPERTIES
 
The corporate offices of the Corporation are located at 2215 York Road, Suite 
208, Oak Brook, Illinois 60521. These offices, consisting of approximately 
2,000 square feet, have been leased by the Corporation since January 1, 1989. 
Approximately one year remains on the term of the lease.
 
Pinnacle Bank owns its main banking office located at 6000 West Cermak Road, 
Cicero, Illinois 60804. The main office consists of approximately 41,500 
square feet.
 
Pinnacle Bank has five other full service banking offices. The Harvey Banking 
Center is located at 174 East 154th Street, Harvey, Illinois 60426 with an 
adjacent drive-in facility and parking lot. The main building consists of 
approximately 33,000 square feet. The Berwyn Banking Center is located at 
7112 West Cermak Road, Berwyn, Illinois 60402. The building consists of 
approximately 15,000 square feet. The Oak Park Banking Center, containing 
approximately 21,000 square feet, is located at 840 South Oak Park Avenue, 
Oak Park, Illinois 60304. The Westmont Banking Center contains approximately 
23,000 square feet and is located at 640 Pasquinelli Drive, Westmont, 
Illinois 60559. All aforementioned buildings are owned by Pinnacle Bank. The 
LaGrange Park Banking Center is located in a leased office at Oak and 
Sherwood Streets, LaGrange Park, Illinois 60525. Seven years remain on the 
term of the lease. The office consists of approximately 11,500 square feet.
 
Pinnacle Bank has two limited service banking facilities. An owned facility 
containing approximately 2,500 square feet is located at 2500 South Cicero 
Avenue, Cicero, Illinois 60650. This facility, with certain expanded 
services, was constructed in 1995. A leased facility containing approximately 
2,000 square feet is located at 7373 West 25th Street, North Riverside, 
Illinois 60546. Eleven years remain on the term of the lease.
 
The Quad-Cities Bank owns its main banking office located at Eleventh Street 
and First Avenue, Silvis, Illinois 61282. The banking office consists of 
approximately 10,600 square feet. The Quad-Cities Bank owns a branch banking 
office located at 107 First Street, Green Rock, Illinois 61241. The banking 
office consists of approximately 4,000 square feet.
 
FSB owns its main banking office located at 165 West Wilson Street, Batavia, 
Illinois 60510. The banking office consists of 8,640 square feet. A new 
banking office at 415 South Main Street, Elburn, Illinois, was built in 1996 
and consists of approximately 2,400 square feet.
 
SF owns its main banking office located at 1209 North Milwaukee Avenue, 
Chicago, Illinois 60622. The banking office consists of approximately 20,000 
square feet. A limited service banking leased facility containing 
approximately 900 square feet is located at 5697 West Touhy Avenue, Niles, 
Illinois 60714. Approximately two years remain on the lease.
 
Each of the subsidiary banks has sufficient space for current banking needs 
as well as any foreseeable expansion.
 
ITEM 3.  LEGAL PROCEEDINGS
 
The Corporation and the subsidiary banks are subject to other pending and 
threatened legal actions which arise in the normal course of business. In the 
opinion of management, based upon the consultation of legal counsel, the 
disposition of all outstanding matters will not have a material adverse 
effect on the consolidated financial statements.
 
                                       5
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
The common stock of the Corporation is traded in the over-the-counter market 
and is quoted on the National Association of Securities Dealers Automated 
Quotation System (NASDAQ) on the National Market System with the ticker 
symbol "PINN".
 
The following table sets forth the high and low sales prices of the 
Corporation's common stock by quarter as reported by NASDAQ (adjusted for a 
3-for-2 stock split effective February 10, 1997).
 
<TABLE>
<CAPTION>
                                             1996                               1995
                               ---------------------------------  ---------------------------------
                                                        CASH                               CASH
QUARTER                          HIGH        LOW      DIVIDENDS     HIGH        LOW      DIVIDENDS
-----------------------------  ---------  ---------  -----------  ---------  ---------  -----------
<S>                            <C>        <C>        <C>          <C>        <C>        <C>
1st..........................  $   22.67  $   20.33   $    0.21   $   21.00  $   17.83   $    0.19
2nd..........................      23.00      18.67        0.21       22.17      19.33        0.19
3rd..........................      20.17      18.50        0.21       21.33      18.67        0.19
4th..........................      20.00      17.83        0.21       22.67      19.33        0.19
</TABLE>
 
In 1996, the Corporation purchased 236,879 shares of its common stock at 
market prices in privately negotiated and market transactions as part of its 
announced stock repurchase program. Shares totalling 1,285,413 were issued 
for the acquisition of FinSec. In 1995, the Corporation purchased 68,632 
shares of its common stock at market prices in privately negotiated and 
market transactions.
 
NUMBER OF SHAREHOLDERS
 
As of March 17, 1997, the Corporation had approximately 500 shareholders of 
record. In addition, the Corporation believes that it has approximately 850 
additional beneficial shareholders who hold shares in street name.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
Selected financial data of the Corporation is incorporated herein by 
reference to the 1996 Annual Report to Stockholders included as Exhibit 2. 
The information required is contained on page 26 of Exhibit 2, under the 
title "Selected Financial Data."
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
The Management's Discussion and Analysis of Financial Condition and Results 
of Operations is incorporated herein by reference to the 1996 Annual Report 
to Stockholders included as Exhibit 2. The information is contained on pages 
27 through 40 of Exhibit 2.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    The Financial Statements and Supplementary Data are incorporated herein by
reference to the 1996 Annual Report to Stockholders included as Exhibit 2. The
information is contained as follows:
 
                                       6
<PAGE>

                                                                        PAGE OF
                                                                       EXHIBIT 2
                                                                       ---------
Consolidated Balance Sheets..........................................      4
Consolidated Statements of Income....................................      5
Consolidated Statements of Changes in Stockholders' Equity...........      6
Consolidated Statements of Cash Flows................................      7
Notes to Consolidated Financial Statements...........................    8-24
Report of Independent Public Accountants
  Arthur Andersen LLP................................................     25
 
ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
    None.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    Information required pursuant to this item is contained on pages 1 through 3
of the Definitive Proxy Statement for the Annual Meeting to be held on April 15,
1997, under the title "Election of Directors", this portion which is expressly
incorporated herein by reference.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
    Information required pursuant to this item is contained on pages 5 through 9
of the Definitive Proxy Statement for the Annual Meeting to be held on April 15,
1997, under the title "Executive Compensation", this portion which is expressly
incorporated herein by reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    Information required pursuant to this item is contained on pages 3 through 5
of the Definitive Proxy Statement for the Annual Meeting to be held on April 15,
1997, under the title "Security Ownership of Certain Beneficial Owners and
Management", this portion which is expressly incorporated herein by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    Information required pursuant to this item is contained on pages 9 and 10 of
the Definitive Proxy Statement for the Annual Meeting to be held on April 15,
1997 under the title "Certain Relationships, Related Transactions and Other
Information Regarding Management", this portion which is expressly incorporated
herein by reference.
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
    The following exhibits are filed as part of this Form 10-K.
 
                                       7

<PAGE>

<TABLE>
<CAPTION>
                 DESIGNATION NO.
   EXHIBIT      UNDER ITEM 601 OF
   NUMBER        REGULATION S-K                                      EXHIBIT DESCRIPTION
-------------  -------------------  -------------------------------------------------------------------------------------
<S>            <C>                  <C>
          -                (2)      Plan of Acquisition, Reorganization, Management, Liquidation or Succession. The
                                    Agreement and Plan of Merger between the Corporation and Financial Security Corp. and
                                    its subsidiary bank, Security Federal Savings and Loan Association of Chicago, was
                                    filed as an Exhibit to the Corporation's Report of Form 8-K dated April 22, 1996 and
                                    filed on April 29, 1996.
 
          -                (3)      Articles of Incorporation and By-laws. This Exhibit was filed on Form SE on March 18,
                                    1996 and is hereby incorporated by reference.
 
          -                (4)      Instruments defining the rights of Security Holders Including Debentures. The
                                    portions of the Corporation's Articles of Incorporation and By-laws defining the
                                    rights of holders of the Corporation's common stock are included as part of the
                                    Exhibit filed on Form SE on March 18, 1996 and is hereby incorporated by reference.
 
          -               (10)      Material Contracts. The Pinnacle Incentive Stock Option Plan originally adopted in
                                    1981 ("Prior Plan") and form of Deferred Compensation agreement entered into with
                                    Pinnacle Directors and Officers and related Trust Agreement. These items were filed
                                    as Exhibit 10 to the Corporation's Form S-1 Registration Statement No. 33-19608 which
                                    became effective March 18, 1988 and are hereby incorporated by reference. The 1990
                                    Pinnacle Incentive Stock Option Plan ("1990 Plan") adopted by the Corporation's
                                    shareholders on April 24, 1990 was included as Exhibit 3 to the Corporation's Form
                                    10-K for the fiscal year ended December 31, 1990 and is hereby incorporated by
                                    reference.
 
          1               (11)      Statement Re Computation of Per Share Earnings.
 
          2               (13)      Annual Report to Security Holders. The Corporation is including, as an Exhibit, its
                                    1996 Annual Report to Stockholders. Those parts of the Annual Report not specifically
                                    incorporated by reference elsewhere herein are not deemed to be part of this filing.
 
          -               (21)      Subsidiaries of the Registrant. The information is included in ITEM 1, BUSINESS on
                                    page 1.
 
         27               (27)      Financial Data Schedule.
</TABLE>
 
FINANCIAL STATEMENT SCHEDULES
 
    Financial Statement Schedules not included in ITEM 8, FINANCIAL DATA AND
SUPPLEMENTARY DATA are included on the following pages as part of this item in
accordance with Guide 3, Statistical Disclosure by Bank Holding Companies.
 
REPORTS ON FORM 8-K
 
    A report on Form 8-K/A was filed on December 6, 1996. This Form 8-K/A was an
amendment to its Form 8-K dated September 30, 1996 and filed on October 15,
1996, which reported the acquisition of Financial Security Corp. and its
subsidiary, Security Federal Savings and Loan Association of Chicago. At the
time of the Form 8-K filing, it was impractical to provide the financial
information required by Item 7 for the Acquisition. As a result, the Corporation
filed the Form 8-K/A to provide the financial information as required.
 
                                       8
<PAGE>
                STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES

I.  DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES
    AND INTEREST DIFFERENTIAL
 
ANALYSIS OF NET INTEREST INCOME
 
Information required in this table, including the daily average balance
outstanding for the major categories of interest bearing assets and interest
bearing liabilities, and the average interest rate earned or paid thereon, is
incorporated herein by reference to the 1996 Annual Report to Stockholders
included as Exhibit 2. The information required is contained in Table 1,
"Analysis of Net Interest Income" on page 29 of Exhibit 2, within the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
 
ANALYSIS OF CHANGE IN INTEREST DIFFERENTIAL

Information required in this table is incorporated herein by reference to
the 1996 Annual Report to Stockholders included as Exhibit 2. The information
required is contained in Table 2, "Analysis of Volume/ Rate Variance" on page 30
of Exhibit 2, within the section entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
 
ANALYSIS OF INTEREST RATE SENSITIVITY
 
Information regarding the interest rate sensitivity position of Pinnacle is
incorporated herein by reference to the 1996 Annual Report to Stockholders
included as Exhibit 2. This information is contained in Table 7, "Interest Rate
Sensitivity Position" on page 39 and discussed on page 40 of Exhibit 2, within
the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
 
II.  INVESTMENT PORTFOLIO
 
The following table presents the book value of securities in thousands at
the dates indicated:
 
                                                            DECEMBER 31
                                                    ----------------------------
                                                      1996      1995     1994
                                                    --------  --------  --------
U. S. Treasury and U. S. Government agencies . . .  $373,072  $370,545  $316,200
State and municipal. . . . . . . . . . . . . . . .    23,450    25,839    35,171
Mortgage-backed securities and floating rate 
  collateralized mortgage obligations. . . . . . .     5,943    10,307    14,764
Corporate and other. . . . . . . . . . . . . . . .    32,093    20,238    20,365
                                                    --------  --------  --------
  Total securities . . . . . . . . . . . . . . . .  $434,558  $426,929  $386,500
                                                    --------  --------  --------
                                                    --------  --------  --------

The following table shows the maturities of securities in thousands at
December 31, 1996 and weighted average fully taxable equivalent yields:
 
                                   U. S. TREASURY AND
                                     FEDERAL AGENCY
                                       SECURITIES        STATE AND MUNICIPAL
                                   -----------------     -------------------
One year or less . . . . . . . .   $  -0-      0.00%      $ 3,001    12.39%
One year to five years . . . . .    370,587    5.93        10,783    12.86
Five to ten years. . . . . . . .      2,485    6.14         7,783    12.87
Over ten years . . . . . . . . .      -0-      0.00         1,883    13.44
No fixed maturity. . . . . . . .      -0-      0.00          -0-      0.00
                                   --------  -------      -------    ------
                                   $373,072   5.93%       $23,450    12.85%
                                   --------  -------      -------    ------
                                   --------  -------      -------    ------


                                        9
<PAGE>

<TABLE>
<CAPTION>
                                  MORTGAGE-BACKED
                                SECURITIES, FLOATING
                                RATE COLLATERALIZED
                               MORTGAGE OBLIGATIONS,
                                CORPORATE AND OTHER
                                   DEBT SECURITIES      EQUITY SECURITIES          TOTAL
                                --------------------  --------------------  ------------------
<S>                            <C>    
One year or less . . . . . . .  $  254      9.50%      $  -0-      0.00%    $  3,255    12.16%
One year to five years . . . .     -0-       0.00         -0-      0.00      381,370     6.13
Five years to ten years. . . .     -0-       0.00         -0-      0.00       10,268    11.24
Over ten years . . . . . . . .     -0-       0.00         -0-      0.00        1,883    13.44
No fixed maturity. . . . . . .   5,943       8.65       31,839     4.75       37,782     5.37
                                ------      ------     -------     -----    --------    ------
                                $6,197       8.69%     $31,839     4.75%    $434,558     6.26%
                                ------      ------     -------     -----    --------    ------
                                ------      ------     -------     -----    --------    ------
</TABLE>
 
Securities included in the category of no fixed maturity are mortgage-backed
securities and floating rate collateralized mortgage obligations, due to their
ability to prepay, as well as equity securities.
 
The average tax-equivalent yield by maturity includes the weighted average
yields on tax-exempt obligations which have been computed on a fully taxable
equivalent basis assuming a tax rate of 34% and the average tax equivalent yield
on the equity portfolio assumes a 70% dividend received deduction for December
31, 1996.
 
III.  LOAN PORTFOLIO
 
The following table sets forth the outstanding loans, in thousands, at the
following dates:
 
<TABLE>
<CAPTION>
                                                                              DECEMBER 31
                                                       ----------------------------------------------------------
                                                          1996        1995        1994        1993        1992
                                                       ----------  ----------  ----------  ----------  ----------
<S>                                                    <C>         <C>         <C>         <C>         <C>
Commercial and other . . . . . . . . . . . . . . . .   $ 111,454  $   83,940  $   68,788  $   74,855  $   82,118
Consumer . . . . . . . . . . . . . . . . . . . . . .      54,535      49,464      38,982      38,442      43,806
Real estate:
  Residential........................................    307,217     135,085     119,520     112,138      92,811
  Commercial.........................................     52,628      42,073      22,220      24,170      25,185
                                                       ----------  ----------  ----------  ----------  ----------
  Total gross loans..................................    525,834     310,562     249,510     249,605     243,920
Unearned income......................................        765         962       1,106       1,529       2,002
                                                       ----------  ----------  ----------  ----------  ----------
  Net loans..........................................  $ 525,069  $  309,600  $  248,404  $  248,076  $  241,918
                                                       ----------  ----------  ----------  ----------  ----------
                                                       ----------  ----------  ----------  ----------  ----------
</TABLE>

The following table sets forth the maturity distribution of the following
categories of loans at December 31, 1996 in thousands.
 
                                             REMAINING MATURITY
                                ---------------------------------------------
                                ONE YEAR     ONE TO     OVER FIVE
                                 OR LESS   FIVE YEARS     YEARS       TOTAL
                                -------   -----------   ----------  ----------
Commercial and other . . . . .  $63,471    $ 38,789      $  9,194    $111,454
Real estate:
  Residential. . . . . . . . .   18,984      84,838       203,395     307,217
  Commercial . . . . . . . . .   12,149      25,890        14,589      52,628
                                -------   -----------   ----------  ----------
                                $94,604    $149,517      $227,178    $471,299
                                -------   -----------   ----------  ----------
                                -------   -----------   ----------  ----------
 
Of the loans listed in the maturity schedule above, a total of $376,695 are
due after one year; $291,167 of these loans have predetermined interest rates
and $85,528 of these loans have floating interest rates.


                                        10
<PAGE>
 
COLLATERAL AND APPRAISAL GUIDELINES
 
Subsidiary banks of the Corporation make loans which are collateralized by
different types of assets. A collateral guideline manual is maintained by each
bank which details collateral requirements for any collateralized loan which a
bank may make. The loan operations area has responsibility for monitoring all
compliance with collateral requirements. Collateral requirements for the most
commonly funded loans include an 85% - 95% (depending on maturity) loan-to-value
ratio for loans secured by U. S. Government securities, 70% for NYSE traded
stock, 65% for AMEX and 50% for all other common stocks, with the exception of
control stocks which are not acceptable as collateral. Commercial loans for
working capital can have a maximum loan-to-value ratio of 80% against eligible
accounts if secured by receivables, a maximum of 50% if secured by inventory and
a maximum of 80% if secured by equipment. Real estate loans can have a maximum
loan-to-value ratio of 80% unless private mortgage insurance is provided for
advances over 80%. Commercial real estate loans typically are funded at a lower
loan-to value ratio and require the personal guarantee of the borrower(s). Home
equity loans require a loan-to-value ratio of 80% of the appraised value less
any debt.
 
Loans made by subsidiary banks of the Corporation which are collateralized
by real estate require an appraisal prior to funding of the loan. These loans
are reappraised when management believes that the financial condition or
resources of the borrower have deteriorated or when the collectibility of the
loan is in question. Loans collateralized by real estate are not necessarily
reappraised on an annual or quarterly basis by policy; however, all loans
secured by real estate, are made in the local market area served by Pinnacle
subsidiaries and each of these areas is closely monitored by management for
economic changes. Certain acquisitions, especially the FinSec acquisition, have
added loans to Pinnacle's loan portfolio which are not necessarily made in
Pinnacle's local market area. See "Loan Concentrations" and "Risk Elements" for
further discussion regarding the impact of this acquisition. A new appraisal is
required for any loan which undergoes foreclosure or is transferred into other
real estate owned. Updated appraisals on other real estate owned are completed
as required by regulatory authorities, or if management believes a material
change in the value of a property has taken place.
 
The current loan policies in effect for collateral and appraisals are
similar and consistent with the policies in place in prior years.
 
RISK ELEMENTS
 
NONACCRUAL, PAST DUE, AND RESTRUCTURED LOANS. The following table represents
information regarding the aggregate amount of nonaccrual, past due, and
restructured loans in thousands:
 
                                           DECEMBER 31
                             --------------------------------------
                              1996    1995    1994    1993    1992
                             ------  ------  ------  ------  ------
Nonaccrual loans . . . . .   $7,441  $4,791  $  748  $5,283  $2,646
Past due 90 days or more 
  and still accruing . . .      633   2,293     552     585   1,067
Restructured loans . . . .    1,330     931    -0-     -0-     -0-
                             ------  ------  ------  ------  -----
                             $9,404  $8,015  $1,300  $5,868  $3,713
                             ------  ------  ------  ------  -----
                             ------  ------  ------  ------  -----
Other real estate owned. .   $  939  $  284  $2,416  $3,444  $1,803
 
A discussion regarding the nonperforming assets listed above is contained
within the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" under the subsection "Provision for Loan
Losses" on pages 30 through 32 of the Corporation's 1996 Annual Report to
Stockholders included as Exhibit 2.
 
    LOAN CONCENTRATIONS. Loan concentrations are defined as amounts loaned to 
a multiple number of borrowers engaged in similar activities, which would 
cause them to be similarly impacted by economic or other conditions. Although 
the Corporation has a diversified loan portfolio, a substantial

                                        11

<PAGE>

natural geographic concentration of credit risk exists within the 
Corporation's defined customer market areas with the exception of loans 
acquired from the acquisition of SF. Included in the SF loan portfolio are 
certain purchased and participated loans outside Pinnacle's defined customer 
markets. These loans totalled approximately $58,337,000, or approximately 11% 
of the Corporation's loan portfolio. These loans are located in the following 
areas: 3.9% in California; 1.74% in the West (excluding California); 2.2% in 
Texas; and 2% in the Midwest (excluding the Chicago Metropolitan area). 
Certain of these areas, particularly California and a portion of the Eastern 
states, are experiencing adverse economic conditions, which has resulted in 
increased past due non-accrual loans as evidenced by the increase in 
non-performing loans discussed above. All remaining loans are in the 
geographic market areas including the Chicago metropolitan area and the 
Quad-Cities metropolitan area of Illinois.

    POTENTIAL PROBLEM LOANS. Currently, there are no known problem loans 
which have not already been identified by Pinnacle's system of review of the 
credit quality of the loan portfolio. This process, which is detailed in the 
following Section IV, "Summary of Loan Loss Experience", includes an 
independent credit review system as well as an internal process in which 
management reports to the Board of Directors via a report ("Watch List") 
which includes other potential problem loans identified by management prior 
to the independent credit review process or below the scope of the 
independent review. The process of both independent and internal credit 
review was incorporated at SF and the integration of the process actually 
began prior to the acquisition as part of Pinnacle's due diligence.

    The Watch List includes credits which are rated by management and the 
independent review process as "5" or worse. A credit rating of "5" would 
indicate that the loan is considered a ""special mention'' loan by regulatory 
examiners. Currently, approximately $9,216,000 of loans in Pinnacle's 
portfolio are classified as a "5" and included in the Watch List, but are not 
considered non-performing by management. These, as discussed further, are 
monitored monthly by both management and the Board of Directors of each 
subsidiary bank. Over one-half of these loans relate to SF.

    ADOPTION OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS "SFAS" NOS. 114 
AND 118. Effective January 1, 1995, the Corporation adopted SFAS No. 114, 
"Accounting by Creditors for Impairment of a Loan", and its amendment No. 
118, "Accounting by Creditors for Impairment of a Loan - Income Recognition 
and Disclosure". There was no effect on the financial position and results of 
operations of the Corporation as a result of adopting these statements. No 
changes were required to the Corporation's accounting policies to loans, 
charge-offs, and interest income as a result of adopting these statements. 
Loans considered impaired under these statements include nonaccrual loans, 
restructured loans, and loans classified as at least doubtful under the 
Corporation's credit risk classification system. All of the Corporation's 
impaired loans are included in the nonperforming category.

    NONACCRUAL LOAN POLICY. The Corporation follows banking regulatory 
guidelines with respect to classifying loans on a nonaccrual basis. Loans are 
placed on nonaccrual when the loan becomes past due over 90 days with no 
intervening activity or when the collection in full of interest and principal 
is doubtful. Thereafter, no interest is taken into income unless received in 
cash or until such time as the borrower demonstrates the ability to pay 
interest and principal.

IV. SUMMARY OF LOAN LOSS EXPERIENCE

Information required in this table is incorporated herein by reference to the 
1996 Annual Report to Stockholders included as Exhibit 2. The information 
required is contained in Table 3, "Analysis of the Allowance for Loan Losses" 
on page 31 of Exhibit 2, within the section titled "Management's Discussion 
and Analysis of Financial Condition and Results of Operations".

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

The Corporation's subsidiary banks do not allocate the allowance for loan 
losses by specific loan categories. However, bank disclosure guidelines 
issued by the Securities and Exchange Commission 


                                        12
<PAGE>

request management to allocate the total allowance for loan losses into 
certain categories. Accordingly, management has allocated the allowance for 
loan losses by loan category based on historical charge-off experience and 
management's evaluation of potential losses in the loan portfolio. The 
specific allocations are not intended to be indicative of future charge-offs. 
The unallocated portion of the allowance for loan losses represents that 
portion of the allowance which has not been specifically allocated by the 
analysis performed. The percent of loans in each category to total loans and 
the allocation of the allowance for loan losses at December 31 of each 
year, in thousands, is as follows:

<TABLE>
<CAPTION>
                                    1996                   1995                   1994 
                          -----------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>
                                       PERCENT OF              PERCENT OF              PERCENT OF
                                        LOANS IN                LOANS IN                LOANS IN
LOAN CATEGORY              ALLOCATION   CATEGORY   ALLOCATION   CATEGORY   ALLOCATION   CATEGORY
-------------------------------------------------------------------------------------------------
Commercial and other. . .   $2,293        21.1%      $1,366       27.1%      $1,051       27.7%
Consumer. . . . . . . . .      244        10.4           36       15.7          147       15.4
Real estate . . . . . . .    1,564        68.5          858       57.2          826       56.9
Unallocated . . . . . . .    4,263         --         3,763        --         2,205        --
                           ----------------------------------------------------------------------
                            $8,364       100.0%      $6,023      100.0%      $4,229      100.0%
                           ----------------------------------------------------------------------
                           ----------------------------------------------------------------------
</TABLE>

                                    1993                   1992
                           --------------------------------------------------
                                       PERCENT OF              PERCENT OF
                                        LOANS IN                LOANS IN
LOAN CATEGORY              ALLOCATION   CATEGORY   ALLOCATION   CATEGORY
-----------------------------------------------------------------------------
Commercial and other. . .   $1,710        30.2%      $1,503       33.9%
Consumer. . . . . . . . .      540        54.7          453       17.7
Real estate . . . . . . .      750        15.1          430       48.4
Unallocated . . . . . . .      547         --           615        --
                           --------------------------------------------------
                            $3,547       100.0%      $3,001      100.0%
                           --------------------------------------------------
                           --------------------------------------------------

Management believes that the portfolio is well diversified and, to a large 
extent, secured without undue concentrations in any specific risk area. 
Control of loan quality is continually monitored by management. Management's 
system of review of the loan portfolio and the attendant determination of the 
adequacy of the allowance for loan losses is made up of a number of factors. 
The most significant part of the system is the independent credit review 
system which reviews all commercial credits in excess of $100,000 and all 
commercial real estate credits in excess of $250,000 on a bi-annual basis at 
a minimum, with problem credits reviewed more often as necessary. An 
informed, judgmental determination is made of the risk associated with loans 
which have received low grades under the credit review system. This estimated 
risk is taken into account in determining the allowance for loan losses. In 
addition, the allowance includes a substantial reserve for coverage of 
unidentified risks.

In addition to the credit review system, on a quarterly basis an internal 
report provides an analysis of the adequacy of the allowance for management 
and the Board of Directors. This analysis focuses on allocations based on 
loan review ratings and historical charge-off and recovery data. Management 
also reviews the status of all watch list credits on a monthly basis. The 
process and the amount of the allowance and of the provision have also been 
subject to the review of external auditors and banking regulatory 
authorities, and management believes that it has an effective system of 
credit review assessment demonstrated by the fact that the Corporation has 
not recorded a significant loss that had not been previously identified as a 
watch list credit by the loan review process.

V. DEPOSITS

Reference is made to (I.) Distribution of Assets, Liabilities and Stockholders'
Equity for data regarding average daily deposits and rates paid thereon for the
years ended December 31, 1996, 1995 and 1994.


                                        13
<PAGE>

The aggregate amount of certificates of deposit, in denominations of $100,000 or
more, by maturity, as of December 31, 1996 are shown below, in thousands.

             Three months or less . . . . . . . . . . . .     $22,591
             Over three months through six months . . . .      21,126
             Over six months through twelve months. . . .      14,347
             Over twelve months . . . . . . . . . . . . .      16,876
                                                              -------
                Total. . . . . . . . . . . . . . . . . . . .  $74,940
                                                              -------
                                                              -------

VI. RETURN ON EQUITY AND ASSETS

The following table shows consolidated operating and capital ratios for years
ended December 31, 1996, 1995 and 1994. The return on average assets and the
return on average stockholders' equity is calculated by dividing net income for
the period by average assets or average stockholders' equity, respectively. The
dividend payout ratio is calculated by dividing total dividends paid by net
income.


                                                          December 31
                                                     -----------------------
                                                      1996     1995     1994
                                                     -----------------------
Return on average assets . . . . . . . . . . . . . .  0.82%    1.55%    0.32%
Return on average stockholders' equity . . . . . . .  9.02    18.09     3.35
Dividend payout ratio. . . . . . . . . . . . . . . . 79.12    40.89   213.70
Average stockholders' equity to average assets . . .  9.05     8.55     9.61

VII. SHORT-TERM BORROWINGS

Information required in this table is incorporated herein by reference to the
1996 Annual Report to Stockholders included as Exhibit 2. The information
required is contained in Table 6, "Short-term Borrowings and FHLB Advances" on
page 38 of Exhibit 2, within the section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations."





                                        14

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on March 17, 1997.

PINNACLE BANC GROUP, INC.

By: /s/ JOHN J. GLEASON                 By: /s/ WILLIAM P. GLEASON
   ------------------------------          -------------------------------
        John J. Gleason                         William P. Gleason
        Chairman                                President


By: /s/ JOHN J. GLEASON, JR.            By: /s/ SARA J. MIKUTA
   ------------------------------          -------------------------------
        John J. Gleason, Jr.                    Sara J. Mikuta
        Vice Chairman and                       Principal Financial and
        Chief Executive Officer                 Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following Directors on behalf of the registrant on
March 17, 1997.


/s/ RICHARD W. BURKE                   /s/ JAMES L. GREENE
   ------------------------------          -------------------------------
   Richard W. Burke                        James L. Greene

/s/ MARK P. BURNS                      /s/ DONALD G. KING
   ------------------------------          -------------------------------
   Mark P. Burns                            Donald G. King

/s/ WILLIAM J. FINN, JR.               /s/ JAMES A. MADDOCK
   ------------------------------          -------------------------------
   William J. Finn, Jr.                    James A. Maddock

/s/ SAMUEL M. GILMAN                   /s/ JAMES J. McDONOUGH
   ------------------------------          -------------------------------
   Samuel M. Gilman                        James J. McDonough

/s/ ALBERT GIUSFREDI                   /s/ WILLIAM C.NICKELS
   ------------------------------          -------------------------------
   Albert Giusfredi                        William C. Nickels

/s/ JOHN J. GLEASON                    /s/ JOHN E. O'NEILL
   ------------------------------          -------------------------------
   John J. Gleason                         John E. O'Neill

/s/ JOHN J. GLEASON, JR.               /s/ JAMES R. PHILLIP, JR.
   ------------------------------          -------------------------------
   John J. Gleason, Jr.                    James R. Phillip, Jr.

/s/ WILLIAM P. GLEASON                 /s/ KENNETH C. WHITENER, JR.
   ------------------------------          -------------------------------
   William P. Gleason                      Kenneth C. Whitener, Jr.


                                        15