United
States


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549


________________________________________________________





FORM
10-Q





ý     QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2010





OR


 ̈      TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from _________  to __________


_________________________________________________________


Commission
File Number 000 - 19300


NORTHERN
STATES FINANCIAL CORPORATION


(Exact
name of Registrant as specified in its charter)





Delaware
              (State
      of Incorporation)
            36-3449727
              (I.R.S.
      Employer
              Identification
      No.)1601
      North Lewis Avenue
              Waukegan,
      Illinois  60085
              (847)
      244-6000
              (Address,
      including zip code, and telephone number, including area code, of
      principal executive office)








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 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.        YES: ý             NO:
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).        YES:  ̈             NO:
 ̈







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.


Large
Accelerated Filer  ̈      Accelerated
Filer  ̈      Non-accelerated
Filer  ̈ (Do not
check if a smaller reporting company)


Smaller
reporting company ý





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).                     YES:   ̈              NO:  ý





4,072,255
shares of common stock were outstanding at July 29, 2010











NORTHERN STATES FINANCIAL
CORPORATION AND SUBSIDIARY


FORM
10-Q


For the Quarter Ended June
30, 2010


INDEX








PART
      I.   FINANCIAL INFORMATIONItem 1.  Financial
      Statements
            Page
      NumberReport of Independent
      Registered Public Accounting Firm.
            2Condensed Consolidated
      Financial Statements and Notes
            3Item 2.  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            15Item 3. Quantitative and
      Qualitative Disclosures About Market Risk
            35Item 4. Controls and
      Procedures
            36PART
      II.   OTHER INFORMATIONItem 1.  Legal
      Proceedings
            37Item 1A.  Risk
      Factors
            37Item 2.  Unregistered
      Sales of Equity Securities and Use of Proceeds
            38Item 3.  Defaults
      upon Senior Securities
            38Item 4. (Removed and
      Reserved)
            38Item 5.  Other
      Information
            38Item
      6.  Exhibits
            38Signatures
            40EXHIBIT
      INDEX
            41








1





PART I. FINANCIAL
INFORMATION





ITEM 1. FINANCIAL
STATEMENTS.

















REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors and Stockholders


Northern
States Financial Corporation


Waukegan,
Illinois





We have
reviewed the accompanying interim condensed consolidated balance sheet of
NORTHERN STATES FINANCIAL CORPORATION as of June 30, 2010, the condensed
consolidated statements of income for the three and six month periods ended June
30, 2010 and 2009 and the condensed statements of cash flows and stockholders
equity for the six month periods ended June 30, 2010 and 2009.  These
interim financial statements are the responsibility of the company’s
management.





We
conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.





Based on
our review, we are not aware of any material modifications that should be made
to the accompanying interim condensed financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.











/s/  Plante
& Moran,
PLLC





Chicago,
Illinois


July 29,
2010






2





NORTHERN STATES FINANCIAL
CORPORATION
 CONDENSED CONSOLIDATED
BALANCE SHEETS
 June 30,
2010 and December 31, 2009
 (In
thousands of dollars, except per share data) (Unaudited)
 
 June
      30,
                  2010
              
              
              December
      31,
                  2009AssetsCash
      and due from banks
              
              $
              12,016
              
              
              $
              10,646Interest
      bearing deposits in financial institutions - maturities less than 90
      days
              
              
              2,975
              
              
              
              2,760Federal
      funds sold
              
              
              16,094
              
              
              
              20,788Total
      cash and cash equivalents
              
              
              31,085
              
              
              
              34,194Securities
      available for sale
              
              
              96,483
              
              
              
              133,421Loans
      and leases
              
              
              403,130
              
              
              
              431,286Less:
      Allowance for loan and lease losses
              
              
              (17,077
              )
              
              
              (18,027
              )Loans
      and leases, net
              
              
              386,053
              
              
              
              413,259Federal
      Home Loan Bank stock
              
              
              1,801
              
              
              
              1,801Office
      buildings and equipment, net
              
              
              9,437
              
              
              
              9,719Other
      real estate owned
              
              
              23,635
              
              
              
              19,198Core
      deposit intangible asset
              
              
              230
              
              
              
              462Accrued
      interest receivable and other assets
              
              
              7,257
              
              
              
              10,236Total
      assets
              
              $
              555,981
              
              
              $
              622,290Liabilities
      and Stockholders’ EquityLiabilitiesDepositsDemand
      - noninterest bearing
              
              $
              59,827
              
              
              $
              58,001Interest
      bearing
              
              
              402,540
              
              
              
              459,235Total
      deposits
              
              
              462,367
              
              
              
              517,236Securities
      sold under repurchase agreements
              
              
              37,384
              
              
              
              49,364Subordinated
      debentures
              
              
              10,000
              
              
              
              10,000Advances
      from borrowers for taxes and insurance
              
              
              933
              
              
              
              898Accrued
      interest payable and other liabilities
              
              
              4,622
              
              
              
              4,491Total
      liabilities
              
              
              515,306
              
              
              
              581,989Stockholders’
      EquityCommon
      stock (Par value $0.40 per share, authorized 6,500,000 shares, issued
      4,472,255 shares and outstanding 4,072,255 at June 30, 2010 and December
      31, 2009)
              
              
              1,789
              
              
              
              1,789Preferred
      stock (Par value $0.40 per share, authorized 1,000,000 shares, issued
      17,211 shares with liquidation amounts of $1,000.00 per share at June 30,
      2010 and December 31, 2009)
              
              
              16,705
              
              
              
              16,641Warrants
      (584,084 issued and outstanding at June 30, 2010 and December 31,
      2009)
              
              
              681
              
              
              
              681Additional
      paid-in capital
              
              
              11,584
              
              
              
              11,584Retained
      earnings
              
              
              17,554
              
              
              
              20,632Treasury
      stock, at cost (400,000 shares at June 30, 2010 and December 31,
      2009)
              
              
              (9,280
              )
              
              
              (9,280
              )Accumulated
      other comprehensive income
              
              
              1,642
              
              
              
              (1,746
              )Total
      stockholders’ equity
              
              
              40,675
              
              
              
              40,301Total
      liabilities and stockholders’ equity
              
              $
              555,981
              
              
              $
              622,290
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
 
 3
 
 NORTHERN STATES FINANCIAL
CORPORATION
 CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
 Three and
six months ended June 30, 2010 and 2009
 (In
thousands of dollars, except per share data) (Unaudited)
 Three
      months ended
              
              
              Six
      months endedJune
      30, 2010
              
              
              June
      30, 2009
              
              
              June
      30, 2010
              
              
              June
      30, 2009Interest
      incomeLoans
      (including fee income)
              
              $
              5,284
              
              
              $
              5,999
              
              
              $
              10,463
              
              
              $
              12,433SecuritiesTaxable
              
              
              697
              
              
              
              1,117
              
              
              
              1,712
              
              
              
              2,371Exempt
      from federal income tax
              
              
              45
              
              
              
              88
              
              
              
              121
              
              
              
              186Federal
      funds sold and other
              
              
              15
              
              
              
              9
              
              
              
              21
              
              
              
              12Total
      interest income
              
              
              6,041
              
              
              
              7,213
              
              
              
              12,317
              
              
              
              15,002Interest
      expenseTime
      deposits
              
              
              980
              
              
              
              2,029
              
              
              
              2,264
              
              
              
              4,284Other
      deposits
              
              
              146
              
              
              
              324
              
              
              
              350
              
              
              
              744Repurchase
      agreements and federal funds purchased
              
              
              72
              
              
              
              156
              
              
              
              148
              
              
              
              327Federal
      Home Loan Bank advances
              
              
              0
              
              
              
              21
              
              
              
              8
              
              
              
              48Subordinated
      debentures
              
              
              108
              
              
              
              117
              
              
              
              212
              
              
              
              240Total
      interest expense
              
              
              1,306
              
              
              
              2,647
              
              
              
              2,982
              
              
              
              5,643Net
      interest income
              
              
              4,735
              
              
              
              4,566
              
              
              
              9,335
              
              
              
              9,359Provision
      for loan and lease losses
              
              
              517
              
              
              
              3,715
              
              
              
              4,230
              
              
              
              5,419Net
      interest income after provision for loan and lease losses
              
              
              4,218
              
              
              
              851
              
              
              
              5,105
              
              
              
              3,940Noninterest
      incomeService
      fees on deposits
              
              
              546
              
              
              
              577
              
              
              
              1,096
              
              
              
              1,115Trust
      income
              
              
              206
              
              
              
              236
              
              
              
              397
              
              
              
              408Gain
      on sale of securities
              
              
              0
              
              
              
              0
              
              
              
              653
              
              
              
              0Gain
      (loss) on sale of other real estate owned
              
              
              262
              
              
              
              37
              
              
              
              400
              
              
              
              (1,636
              )Other
      than temporary impairment of securities
              
              
              (404
              )
              
              
              (72
              )
              
              
              (613
              )
              
              
              (2,086
              )Noncredit
      portion of other than temporary impairment of securities
              
              
              (13
              )
              
              
              (556
              )
              
              
              (32
              )
              
              
              1,458Other
      operating income
              
              
              321
              
              
              
              323
              
              
              
              628
              
              
              
              561Total
      noninterest income
              
              
              918
              
              
              
              545
              
              
              
              2,529
              
              
              
              (180
              )Noninterest
      expenseSalaries
      and employee benefits
              
              
              1,704
              
              
              
              2,076
              
              
              
              3,499
              
              
              
              4,177Occupancy
      and equipment, net
              
              
              590
              
              
              
              584
              
              
              
              1,219
              
              
              
              1,316Data
      processing
              
              
              492
              
              
              
              482
              
              
              
              946
              
              
              
              873FDIC
      insururance
              
              
              364
              
              
              
              604
              
              
              
              701
              
              
              
              756Legal
              
              
              260
              
              
              
              395
              
              
              
              422
              
              
              
              634Audit
      and other professional
              
              
              379
              
              
              
              180
              
              
              
              662
              
              
              
              451Amortization
      of core deposit intangible asset
              
              
              116
              
              
              
              116
              
              
              
              232
              
              
              
              232Write-down
      of goodwill
              
              
              0
              
              
              
              9,522
              
              
              
              0
              
              
              
              9,522Write-down
      of other real estate owned
              
              
              1,424
              
              
              
              0
              
              
              
              1,424
              
              
              
              0Other
      operating expenses
              
              
              381
              
              
              
              804
              
              
              
              1,100
              
              
              
              1,625Total
      noninterest expense
              
              
              5,710
              
              
              
              14,763
              
              
              
              10,205
              
              
              
              19,586Loss
      before income taxes
              
              
              (574
              )
              
              
              (13,367
              )
              
              
              (2,571
              )
              
              
              (15,826
              )Income
      tax benefit
              
              
              0
              
              
              
              (1,536
              )
              
              
              0
              
              
              
              (2,538
              )Net
      loss
              
              $
              (574
              )
              
              $
              (11,831
              )
              
              $
              (2,571
              )
              
              $
              (13,288
              )Dividends
      to preferred stockholders
              
              
              222
              
              
              
              215
              
              
              
              443
              
              
              
              313Accretion
      of discount on preferred stock
              
              
              33
              
              
              
              31
              
              
              
              64
              
              
              
              51Net
      loss to common stockholders
              
              $
              (829
              )
              
              $
              (12,077
              )
              
              $
              (3,078
              )
              
              $
              (13,652
              )Basic
      loss per share
              
              $
              (0.20
              )
              
              $
              (2.97
              )
              
              $
              (0.76
              )
              
              $
              (3.35
              )Diluted
      loss per share
              
              $
              ( 0.20
              )
              
              $
              ( 2.97
              )
              
              $
              ( 0.76
              )
              
              $
              ( 3.35
              )Comprehensive
      income (loss)
              
              $
              1,209
              
              
              $
              (11,653
              )
              
              $
              1,117
              
              
              $
              (13,845
              )
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
 
 
 4
 
 NORTHERN STATES FINANCIAL
CORPORATION
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
 Six
months ended June 30, 2010 and 2009
 (In
thousands of dollars) (Unaudited)
 
 Six
      months endedJune
      30, 2010
              
              
              June
      30, 2009Cash
      flows - operating activitiesNet
      loss
              
              $
              (2,571
              )
              
              $
              (13,288
              )Adjustments
      to reconcile net loss to net cash from operating
    activities:Depreciation
              
              
              326
              
              
              
              308Amortization
      of other intangible assets
              
              
              232
              
              
              
              232Provision
      for loan and lease losses
              
              
              4,230
              
              
              
              5,419Net
      gain on sales of securities
              
              
              (653
              )
              
              
              0Impairment
      loss on securities
              
              
              645
              
              
              
              628Net
      (gains)/losses on sale of other real estate owned
              
              
              (400
              )
              
              
              1,636Write-down
      of other real estate owned
              
              
              1,424
              
              
              
              0Write-down
      of goodwill
              
              
              0
              
              
              
              9,522Net
      change in accrued interest receivable and other assets
              
              
              964
              
              
              
              (1,268
              )Net
      change in accrued interest payable and other liabilities
              
              
              (312
              )
              
              
              836Net
      cash - operating activities
              
              
              3,885
              
              
              
              4,025Cash
      flows - investing activitiesProceeds
      from maturities, calls and principal reductions of securities available
      for sale
              
              
              7,412
              
              
              
              12,192Proceeds
      from sales of securities available for sale
              
              
              41,193
              
              
              
              0Purchases
      of securities available for sale
              
              
              (6,188
              )
              
              
              (7,076
              )Purchases
      of Federal Home Loan Stock
              
              
              0
              
              
              
              (44
              )Change
      in loans made to customers
              
              
              12,977
              
              
              
              4,316Property
      and equipment expenditures
              
              
              (44
              )
              
              
              (145
              )Improvements
      to other real estate owned
              
              
              (34
              )
              
              
              (62
              )Proceeds
      from sales of other real estate owned
              
              
              4,504
              
              
              
              4,596Net
      cash - investing activities
              
              
              59,820
              
              
              
              13,777Cash
      flows - financing activitiesNet
      increase (decrease) in:Deposits
              
              
              (54,869
              )
              
              
              (112
              )Securities
      sold under repurchase agreements and federal funds
    purchased
              
              
              (11,980
              )
              
              
              (1,177
              )Advances
      from borrowers for taxes and insurance
              
              
              35
              
              
              
              (164
              )Proceeds
      from issuance of preferred stock
              
              
              0
              
              
              
              17,211Dividends
      paid on preferred stock
              
              
              0
              
              
              
              (203
              )Federal
      Home Loan Bank advances
              
              
              0
              
              
              
              10,000Repayment
      of Federal Home Loan Bank advances
              
              
              0
              
              
              
              (20,000
              )Net
      cash - financing activities
              
              
              (66,814
              )
              
              
              5,555Net
      change in cash and cash equivalents
              
              
              (3,109
              )
              
              
              23,357Cash
      and cash equivalents at beginning of period
              
              
              34,194
              
              
              
              21,868Cash
      and cash equivalents at end of period
              
              $
              31,085
              
              
              $
              45,225Noncash
      transfer of loans to other real estate owned
              
              $
              9,931
              
              
              $
              1,610Noncash
      accrual of preferred dividends
              
              
              443
              
              
              
              110Cash
      paid for interest
              
              
              3,181
              
              
              
              5,873Cash
      received (paid) for income taxes
              
              
              0
              
              
              
              0
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
 
 
 5
 
 NORTHERN
STATES FINANCIAL CORPORATION
 CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 Six
months ended June 30, 2010 and 2009
 (In
thousands of dollars) (Unaudited)
 
 
 
 Common
                    Stock
                
                
                Preferred
                    Stock
                
                
                Warrants
                
                
                Additional
                    Paid-In
                    Capital
                
                
                Retained
                    Earnings
                
                
                Treasury
                    Stock,
      at
                    Cost
                
                
                Accumulated
                    Other
                    Comprehensive
                    Income
      (Loss)
                
                
                Total
                    Stockholders’
                    EquityBalance,
      December 31, 2008
                
                $
                1,789
                
                
                $
                0
                
                
                $
                0
                
                
                $
                11,584
                
                
                $
                56,082
                
                
                $
                (9,280
                )
                
                $
                1,439
                
                
                $
                61,614Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,457
                )
                
                
                
                
                
                
                
                
                
                
                (1,457
                )Issuance
      of preferred stock and warrants
                
                
                
                
                
                
                16,530
                
                
                
                681
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                17,211Accrued
      dividend on preferred stock
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (98
                )
                
                
                
                
                
                
                
                
                
                
                (98
                )Accretion
      of preferred stock discount issued
                
                
                
                
                
                
                20
                
                
                
                
                
                
                
                
                
                
                
                (20
                )
                
                
                
                
                
                
                
                
                
                
                0Unrealized
      loss on securities available for sale, net of deferred tax
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (735
                )
                
                
                (735
                )Balance,
      March 31, 2009
                
                
                1,789
                
                
                
                16,550
                
                
                
                681
                
                
                
                11,584
                
                
                
                54,507
                
                
                
                (9,280
                )
                
                
                704
                
                
                
                76,535Adjustment
      for change in accounting from adoption of new accounting
      pronouncement
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                962
                
                
                
                
                
                
                
                (962
                )
                
                
                0Balance,
      April 1, 2009
                
                
                1,789
                
                
                
                16,550
                
                
                
                681
                
                
                
                11,584
                
                
                
                55,469
                
                
                
                (9,280
                )
                
                
                (258
                )
                
                
                76,535Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (11,831
                )
                
                
                
                
                
                
                
                
                
                
                (11,831
                )Accrued
      dividend on preferred stock
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (215
                )
                
                
                
                
                
                
                
                
                
                
                (215
                )Accretion
      of preferred stock discount issued
                
                
                
                
                
                
                31
                
                
                
                
                
                
                
                
                
                
                
                (31
                )
                
                
                
                
                
                
                
                
                
                
                0Unrealized
      gain on securities available for sale, net of deferred tax
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                178
                
                
                
                178Balance,
      June 30, 2009
                
                $
                1,789
                
                
                $
                16,581
                
                
                $
                681
                
                
                $
                11,584
                
                
                $
                43,392
                
                
                $
                (9,280
                )
                
                $
                (80
                )
                
                $
                64,667Balance,
      December 31, 2009
                
                $
                1,789
                
                
                $
                16,641
                
                
                $
                681
                
                
                $
                11,584
                
                
                $
                20,632
                
                
                $
                (9,280
                )
                
                $
                (1,746
                )
                
                $
                40,301Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,571
                )
                
                
                
                
                
                
                
                
                
                
                (2,571
                )Accrued
      dividend on preferred stock
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (443
                )
                
                
                
                
                
                
                
                
                
                
                (443
                )Accretion
      of preferred stock discount issued
                
                
                
                
                
                
                64
                
                
                
                
                
                
                
                
                
                
                
                (64
                )
                
                
                
                
                
                
                
                
                
                
                0Unrealized
      gain on securities available for sale, net of deferred tax
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,388
                
                
                
                3,388Balance,
      June 30, 2010
                
                $
                1,789
                
                
                $
                16,705
                
                
                $
                681
                
                
                $
                11,584
                
                
                $
                17,554
                
                
                $
                (9,280
                )
                
                $
                1,642
                
                
                $
                40,675
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.





6





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)

























Note 1 - Basis of
Presentation







The
accompanying interim condensed consolidated financial statements are prepared
without audit and reflect all adjustments which are of a normal and recurring
nature and, in the opinion of management, are necessary to present interim
financial statements of Northern States Financial Corporation (the “Company”) in
accordance with accounting principles generally accepted in the United States of
America. The interim financial statements do not purport to contain all the
necessary financial disclosures covered by accounting principles generally
accepted in the United States of America that might otherwise be necessary for
complete financial statements.





To
prepare financial statements in conformity with accounting principles generally
accepted in the United States of America, management makes estimates and
assumptions based on available information.  These estimates and
assumptions affect the amounts reported in the financial statements and the
disclosures provided, and future results could differ.  The allowance
for loan and lease losses, valuation of other real estate owned, valuation of
other than temporarily impaired securities, valuation of deferred tax assets and
status of contingencies are particularly subject to change.





The
interim condensed financial statements should be read in conjunction with the
audited financial statements and accompanying notes (or “notes thereto”) of the
Company for the years ended December 31, 2009 and 2008 included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2009 as filed with
the Securities and Exchange Commission.  The results of operations for
the three and six month periods ended June 30, 2010 included herein are not
necessarily indicative of the results to be expected for the full year
2010.





Net loss
was utilized to calculate loss per share for all periods
presented.  During the periods presented, the Company had preferred
stock and common stock equivalents from warrants related to funds received from
the U.S Department of the Treasury (the “Treasury Department”) through its
Capital Purchase Program.  However, common stock equivalents from
warrants during the periods presented were antidilutive and, therefore, not
considered in computing diluted loss per share.  The average
outstanding common shares used for loss per share were as follows:





7





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)























(Dollars
      in thousands, except per share data)
            
            Three
      Months Ended
              June
      30,
            
            
            Six
      Months Ended
              June
      30,2010
            
            
            2009
            
            
            2010
            
            
            2009Basic
      earnings per share:Net
      loss
            
            $
            (574
            )
            
            $
            (11,831
            )
            
            $
            (2,571
            )
            
            $
            (13,288
            )Dividends
      accrued to preferred stockholders
            
            
            222
            
            
            
            215
            
            
            
            443
            
            
            
            313Accretion
      of discount on preferred stock
            
            
            33
            
            
            
            31
            
            
            
            64
            
            
            
            51Net
      loss available to common stockholders
            
            $
            (829
            )
            
            $
            (12,077
            )
            
            $
            (3,078
            )
            
            $
            (13,652
            )Weighted
      average common shares outstanding
            
            
            4,072,255
            
            
            
            4,072,255
            
            
            
            4,072,255
            
            
            
            4,072,255Basic
      loss per share
            
            $
            (0.20
            )
            
            $
            (2.97
            )
            
            $
            (0.76
            )
            
            $
            (3.35
            )Diluted
      earnings per share:Net
      loss
            
            $
            (574
            )
            
            $
            (11,831
            )
            
            $
            (2,571
            )
            
            $
            (13,288
            )Dividends
      accrued to preferred stockholders
            
            
            222
            
            
            
            215
            
            
            
            443
            
            
            
            313Accretion
      of discount on preferred stock
            
            
            33
            
            
            
            31
            
            
            
            64
            
            
            
            51Net
      loss available to common stockholders
            
            $
            (829
            )
            
            $
            (12,077
            )
            
            $
            (3,078
            )
            
            $
            (13,652
            )Weighted
      average common shares outstanding
            
            
            4,072,255
            
            
            
            4,072,255
            
            
            
            4,072,255
            
            
            
            4,072,255Add:
      Dilutive effect of assumed warrant exercises
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Weighted
      average common and dilutive common shares outstanding
            
            
            4,072,255
            
            
            
            4,072,255
            
            
            
            4,072,255
            
            
            
            4,072,255Diluted
      loss per share
            
            $
            (0.20
            )
            
            $
            (2.97
            )
            
            $
            (0.76
            )
            
            $
            (
      3.35
            )










Note 2 – Preferred
Stock







On
February 20, 2009, pursuant to the Treasury Department’s TARP Capital Purchase
Program, the Company issued to the Treasury Department, in exchange for total
proceeds of $17,211,000, (i) 17,211 shares of the Company’s Fixed Rate
Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”),
par value $.40 per share and a liquidation amount per share equal to $1,000 per
share, and (ii) a ten-year warrant (the “Warrant”) to purchase up to 584,084
shares of the Company’s common stock, at an exercise price of $4.42 per
share.  The $17,211,000 proceeds were allocated to the Series A
Preferred Stock and the Warrant based on the relative fair value of the
instruments.  The fair value of the preferred stock was estimated
using an approximate 12% discount rate and a five-year expected
life.  A fair value of $681,000 was estimated for the warrants using a
Black-Sholes valuation.  The assumptions used in the Black-Sholes
valuation were as follows: $4.42 strike price based on the contract,
approximately 53% for the calculated volatility, 3.1% for the weighted average
dividends, five years for the expected term and 2% for the risk free
rate.







8





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)










The
difference between the initial carrying value of $16,530,000 that was allocated
to the Series A Preferred Stock and its redemption value of $17,211,000 will be
charged to retained earnings (with a corresponding increase to the carrying
value of the Series A Preferred Stock) over the first five years as an
adjustment to the dividend yield using the effective yield
method.  The Series A Preferred Stock is generally non-voting and
qualifies as Tier 1 capital.




In the
event of a liquidation or dissolution of the Company, the Series A Preferred
Stock then outstanding takes precedence over the Company’s common stock for the
payment of dividends and distribution of assets.




Dividends
are payable quarterly on the Series A Preferred Stock at an annual dividend rate
of 5% per year for the first five years, and 9% per year
thereafter.  The effective yield of the Series A Preferred Stock
approximates 5.94%.  In November 2009, the Company notified the
Treasury Department of its intent to suspend its dividend payments on its Series
A Preferred Stock.  At November 15, 2009, the Company suspended its
dividend payment to the Treasury Department of $215,000.  The
suspension of dividend payments is permissible under the terms of the TARP
Capital Purchase Program, but the dividend is a cumulative dividend and failure
to pay dividends for six dividend periods would trigger board of director
appointment rights for the holder of the Series A Preferred Stock.





For as
long as any shares of Series A Preferred Stock are outstanding, no dividends may
be declared or paid on the Company’s common stock unless all accrued and unpaid
dividends for all past dividend periods on the Series A Preferred Stock are
fully paid.  Pursuant to the Capital Purchase Program, the Treasury
Department’s consent is required for any increase in dividends on the Company’s
common stock from the amount of $0.40 per share, the last semi-annual stock
dividend declared by the Company prior to October 14, 2008, unless the Series A
Preferred Stock is redeemed in whole or the Treasury Department has transferred
all of the Series A Preferred Stock it owns to third parties.





The
Company may not repurchase any of its common stock without the prior consent of
the Treasury Department for as long as the shares of Series A Preferred Stock
are outstanding to the Treasury Department or the Treasury Department transfers
all of the Series A Preferred Stock it owns to third parties.








Note 3 – Common
Stock





Information
related to common stock at the dates indicated was as follows:





June
      30,
                2010
            
            
            December
      31,
                2009Par
      value per share
            
            $
            0.40
            
            
            $
            0.40Authorized
      shares
            
            
            6,500,000
            
            
            
            6,500,000Issued
      shares
            
            
            4,472,255
            
            
            
            4,472,255Treasury
      shares
            
            
            400,000
            
            
            
            400,000Outstanding
      shares
            
            
            4,072,255
            
            
            
            4,072,255








9





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)





Pursuant
to the Capital Purchase Program, the Company issued to the Treasury Department a
Warrant to purchase up to 584,084 shares of the Company’s common stock at an
exercise price of $4.42 per share.  Based upon its fair value relative
to the Series A Preferred Stock discussed in Note 2 above, the Warrant was
recorded at a value of $681,000 and is accounted for as equity.  The
Warrant is exercisable, in whole or in part, at any time and from time to time
until the tenth anniversary of the issue date.











Note 4 –
Securities





At June
30, 2010 and December 31, 2009, the Company had the following securities in its
investment securities portfolio:





Gross
      UnrealizedJune
      30, 2010  ($000’s)
              
              Fair
      Value
              
              
              Gain
              
              
              LossU.S.
      Treasury
              
              $
              1,004
              
              
              $
              1
              
              
              $
              —States
      and political subdivisions
              
              
              3,958
              
              
              
              101
              
              
              
              (9
              )Mortgage
      - backed securities
              
              
              87,331
              
              
              
              2,563
              
              
              
              —Other
      bonds
              
              
              5
              
              
              
              -
              
              
              
              (129
              )Equity
      securities
              
              
              4,185
              
              
              
              96
              
              
              
              -Total
      securities available-for-sale
              
              $
              96,483
              
              
              $
              2,761
              
              
              $
              (138
              )
   Gross
      UnrealizedDecember
      31, 2009  ($000’s)
              
              Fair
      Value
              
              
              Gains
              
              
              LossesU.S.
      Treasury
              
              $
              1,006
              
              
              $
              7
              
              
              $
              —States
      and political subdivisions
              
              
              9,641
              
              
              
              193
              
              
              
              (27
              )Mortgage-backed
      securities
              
              
              118,729
              
              
              
              207
              
              
              
              (2,477
              )Other
      bonds
              
              
              37
              
              
              
              -
              
              
              
              (742
              )Equity
      securities
              
              
              4,008
              
              
              
              -
              
              
              
              (9
              )Total
      securities available-for-sale
              
              $
              133,421
              
              
              $
              407
              
              
              $
              (3,255
              )








During
the first quarter of 2010, the Company sold investment securities, classified as
available for sale, for liquidity purposes.  These securities had a
carrying value of $40.5 million and the Company recognized a $653,000 gain
receiving $41.2 million in proceeds.  There were no sales of
securities available for sale during the first half of 2009.





At June
30, 2010, the Company had pledged securities of $72.3 million as compared with
pledged securities of $94.1 million at December 31, 2009.  Securities
are pledged to secure public deposits, repurchase agreements and for other
purposes as required or permitted by law.








10





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)





Contractual
maturities of securities available for sale at June 30, 2010 were as follows.
Securities not due at a single maturity date, primarily mortgage-backed
securities, are shown separately.








June
      30, 2010  ($000’s)
            
            Fair
                ValueDue
      in one year or less
            
            $
            1,865Due
      after one year through five years
            
            
            546Due
      after five years through ten years
            
            
            724Due
      after ten years
            
            
            1,8324,967Mortgage-backed
      securities
            
            
            87,331Equity
      securities
            
            
            4,185Total
      securities available-for-sale
            
            $
            96,483








At June
30, 2010, there were 3 securities and at December 31, 2009, there were 20
securities in an unrealized loss position.  Securities with unrealized
losses at June 30, 2010, aggregated by investment category and length of time
that individual securities have been in a continuous loss position are as
follows:





Less than 12 Months
              
              
              12 Months or More
              
              
              TotalFair
                Value
              
              
              Unrealized
                Losses
              
              
              Fair
                Value
              
              
              Unrealized
                Losses
              
              
              Fair
                Value
              
              
              Unrealized
                LossesJune
      30, 2010  ($000’s)States
      and political subdivisions
              
              $
              —
              
              
              $
              —
              
              
              $
              782
              
              
              $
              (9
              )
              
              $
              782
              
              
              $
              (9
              )Other
      bonds
              
              $
              —
              
              
              $
              —
              
              
              
              5
              
              
              
              (129
              )
              
              
              5
              
              
              
              (129
              )Total
      temporarily impaired
              
              $
              —
              
              
              $
              —
              
              
              $
              787
              
              
              $
              (138
              )
              
              $
              787
              
              
              $
              (138
              )
     Less than 12 Months
              
              
              12 Months or More
              
              
              TotalFair
              
              
              Unrealized
              
              
              Fair
              
              
              Unrealized
              
              
              Fair
              
              
              UnrealizedDecember
      31, 2009  ($000’s)
              
              Value
              
              
              Losses
              
              
              Value
              
              
              Losses
              
              
              Value
              
              
              LossesStates
      and political subdivisions
              
              $
              616
              
              
              $
              (7
              )
              
              $
              771
              
              
              $
              (20
              )
              
              $
              1,387
              
              
              $
              (27
              )Mortgage
      - backed securities
              
              
              100,181
              
              
              
              (2,477
              )
              
              
              —
              
              
              
              —
              
              
              
              100,181
              
              
              
              (2,477
              )Other
      bonds
              
              
              —
              
              
              
              —
              
              
              
              37
              
              
              
              (742
              )
              
              
              37
              
              
              
              (742
              )Equity
      securities
              
              
              3,965
              
              
              
              (9
              )
              
              
              —
              
              
              
              —
              
              
              
              3,965
              
              
              
              (9
              )Total
      temporarily impaired
              
              $
              104,762
              
              
              $
              (2,493
              )
              
              $
              808
              
              
              $
              (762
              )
              
              $
              105,570
              
              
              $
              (3,255
              )








At June
30, 2010, for those securities in a loss position, the Company does not have the
intent to sell these securities and the Company believes it is unlikely that the
Company will be required to sell these securities while they are in a loss
position.





11





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)





The other
bonds consist of Collateralized Debt Obligations (“CDOs”).  For the
three months ended June 30, 2010 the Company recognized $417,000 of impairment
losses on these CDOs using cash flow analysis pursuant to the current guidelines
on recognition of impairment losses.  For the six months ended June
30, 2010, impairment losses of $645,000 were recognized on these
CDOs.





The
Company’s investment in CDOs at June 30, 2010 consisted of three securities;
PreTSL XXII, PreTSL XXIV and PreTSL XXVII.  The Company’s CDOs consist
of various tranches of each security with tranches having various risk factors
and repayment schedules with an “A” tranche having the least risk and “D” and
“Income Notes” having the highest risk.  For PreTSL XXII, the
Company’s tranche level is “Mezzanine Class C-2” and at June 30, 2010,
approximately 28.5% of the issuers of the debt underlying PreTSL XXII were in
default or deferring payments on their debt as compared with 24.5% at year-end
2009.  For PreTSL XXIV, the Company’s tranche level is “Mezzanine
Class D” and at June 30, 2010, approximately 33.3% of the issuers of the debt
underlying PreTSL XXIV were in default or deferring payments on their debt as
compared with 29.4% at year-end 2009.  For PreTSL XXVII, the Company’s
tranche level is “Mezzanine Class C-1” and at June 30, 2010, approximately 27.8%
of the issuers of the debt underlying PreTSL XXVII were in default or deferring
payments on their debt as compared with 21.2% at year-end 2009.








Note 5 – Subordinated
Debentures





During
September 2005, the Company issued $10 million of trust preferred securities
through Northern States Statutory Trust I, a wholly-owned grantor
trust.  The Company issued $10 million of subordinated debentures to
Northern States Statutory Trust I, which in turn issued $10 million of trust
preferred securities.  The subordinated debentures mature in September
2035.  From December 2005 until September 15, 2010, the subordinated
debentures bear interest at a rate equal to the sum of the product of 50% times
the 3-month LIBOR plus 1.80%, plus the product of 50% times 6.186%, and
thereafter at a rate equal to the 3-month LIBOR plus 1.80%.  After
September 15, 2010, the subordinated debentures will bear an interest rate of
the 3-month LIBOR plus 1.80%.  The rate on the subordinated debentures
was 4.26153% at June 30, 2010, which is the effective rate from June 15, 2010
through September 14, 2010.  For the three months ended June 30, 2010
and 2009, interest expense on the subordinated debentures was $108,000 and
$117,000, respectively.  For the six months ended June 30, 2010 and
2009, interest expense on the subordinated debentures was $212,000 and $240,000,
respectively.





The
Company has guaranteed the payment of distributions and payments upon
liquidation or redemption of the trust preferred securities, in each case to the
extent of funds held by the Trust. The Company and the Trust believe that, taken
together, the obligations of the Company under the guarantee, the subordinated
debentures, and other related agreements provide, in the aggregate, a full,
irrevocable and unconditional guarantee, on a subordinated basis, of all of the
obligations of the Trust under the trust preferred securities. Subject to
certain limitations, the Company has the right to defer the payment of interest
on the junior subordinated debentures at any time, or from time to time, for a
period not to exceed 20 consecutive quarters.  In November 2009, the
Company notified the trustee that holds the Company’s junior subordinated
debentures relating to its outstanding trust preferred securities that the
Company would be deferring its regularly scheduled quarterly interest
payments.  The Company has continued to defer its quarterly interest
payments through June 30, 2010.  As of June 30, 2010, the accrued
interest payable on the subordinated debentures totaled
$346,000.  During the deferral period, the Company may not pay any
dividends on its common or preferred stock. The trust preferred securities are
subject to mandatory redemption, in whole or in part, upon repayment of the
subordinated debentures at maturity or their earlier redemption. The
subordinated debentures are callable at par beginning in 2010 and earlier at the
discretion





12





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)





of the
Company if certain conditions are met, and, in any event, only after the Company
has obtained Federal Reserve approval, if then required under applicable
guidelines or regulations.  Subject to certain exceptions, the Company
may not without the consent of the Treasury Department engage in repurchases of
the Company’s common stock or trust preferred securities for three years or, if
earlier, the date on which all shares of Series A Preferred Stock issued to the
Treasury Department have been redeemed or transferred by the Treasury
Department.











Note 6 – Consent
Order





On April
16, 2010, the Company’s wholly-owned subsidiary, NorStates Bank (the “Bank”) and
the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois
Department of Financial and Professional Regulation (the “IDFPR”) entered into a
joint Consent Order, which replaced a memorandum of understanding entered into
by and among the Board of Directors of the Bank, the FDIC and the IDFRP on
September 21, 2009.  Pursuant to the Consent Order, among other
things, the Bank has agreed to undertake the following:





(1)
              increase
      the participation of the Bank’s Board of Directors in overseeing and
      supervising the affairs and activities of the Bank, including holding
      meetings of the Board no less frequently than
  monthly;
 
 (2)
              adopt
      and implement a program for monitoring compliance with the Consent Order,
      including establishing a committee comprised of at least three outside
      Bank board members responsible for such
  oversight;
 
 (3)
              maintain
      a Tier 1 capital to total assets ratio of at least 8% and a total
      risk-based capital ratio of at least
12%;
 
 (4)
              prohibit
      the extension of additional credit to or for the benefit of any existing
      borrower with a loan that has been previously charged-off or classified
      “loss” by the examiners, as well as prohibit the extension of additional
      credit in any amount in excess of $10,000 to any existing borrower with an
      outstanding loan classified as “substandard”, “doubtful” or “special
      mention” unless the Board of Directors or a committee thereof determines
      the loan to be in the best interests of the
  Bank;
 
 (5)
              adopt
      a written action plan with respect to each classified asset and delinquent
      loan in excess of $1,000,000 for the purpose of reducing the Bank’s risk
      position with respect to such
asset;
 
 (6)
              correct
      all deficiencies in the loans listed as “special mention” by the
      examiners;
 
 (7)
              adopt
      a written action plan to reduce and manage concentrations of credit
      identified by the examiners, including procedures that provide for the
      ongoing measurement and monitoring of the concentrations of credit, the
      performance of portfolio stress testing analysis and the setting of
      concentration limits commensurate with the Bank’s capital levels and
      overall risk profile;
 
 (8)
              provide
      for quarterly reviews of and adjustments to the allowance for loan and
      lease losses in accordance with bank regulatory
  guidelines;





13


NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)





(9)
              implement
      revised written lending and collection policies as indicated by the
      examiners, as well as revised loan grading and review procedures,
      including procedures for periodic confirmation of the accuracy and
      completeness of the watch list and all risk grade assignments,
      identification of loan relationships that warrant special management
      attention, and identification and tracking of credit and collateral
      documentation exceptions;
  (10)
              adopt
      a written profit plan and comprehensive budget containing formal goals and
      strategies to reduce discretionary expenses and to improve the Bank’s
      overall earnings;
  (11)
              adopt
      a written contingency funding/liquidity plan which includes identification
      of the sources of liquid assets available to meet the Bank’s contingency
      funding needs over one-, two- and three-month time horizons;
      and
  (12)
              adopt
      a revised investment policy and interest rate risk policy to address the
      recommendations of the
examiners.




The
Consent Order also prohibits the payment of any dividends by the Bank to the
Company without the prior written consent of both the FDIC and the
IDFPR.




Because
the Consent Order establishes specific capital amounts to be maintained by the
Bank, the Bank may not be considered better than “adequately capitalized” for
capital adequacy purposes, even if the Bank exceeds the levels of capital set
forth in the Consent Order. Currently, the Bank exceeds the capital levels
established by the FDIC and the IDFPR in the Consent Order.




As an
adequately capitalized institution, the Bank may not accept, renew or roll over
brokered deposits without prior approval of the FDIC.  Brokered
deposits also include deposits with rates of interest that are more than 75
basis points above the rate applicable to the applicable market of the Bank as
determined by the FDIC.  The FDIC has approved that the Bank is
operating in a high rate area, which allows the Bank to use a local average
deposit rates as a basis for setting competitive rates on its
deposits.




Any
material failure to comply with the provisions of the Consent Order could result
in additional enforcement actions by the FDIC as allowed by 12 U.S.C. §1818
and the IDFPR. While the Company intends to take such actions as may be
necessary to enable the Bank to comply with the requirements of the Consent
Order, there can be no assurance that the Bank will be able to comply fully with
the provisions of the Consent Order, or that efforts to comply with the Consent
Order will not have adverse effects on the operations and financial condition of
the Company and the Bank.






Note 7 – Management
Plans





Management
and the Board of Directors are committed to complying with the terms of the
Consent Order, and have already taken, and continue to take, numerous steps to
address these matters.  The Bank will report to the FDIC and the IDFPR
quarterly regarding its progress in complying with the provisions included in
the Consent Order.  Compliance with the terms of the Consent Order
will be an ongoing priority for management of the Bank.




The Bank
continues to dedicate significant resources to effectively identify, monitor,
and manage problem assets and reduce real estate loan
concentrations.  A liquidity plan has been developed to identify the
sources of liquid assets available to meet the Bank’s contingency
funding.  Dividends have already been restricted and the Company has
suspended its dividend payments on its Series A Preferred Stock issued
to







14





NORTHERN STATES FINANCIAL
CORPORATION





NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS





June 30,
2010





(Unaudited)





the
Treasury Department as is permissible under the terms of the TARP Capital
Purchase Program.  The Bank’s Tier 1 to average assets ratio and total
capital to assets ratio, on a risk adjusted basis, were 8.64 percent and 13.19
percent, respectively, as of June 30, 2010 which were above the capital
levels required by the Consent Order of 8.00 percent and 12.00 percent,
respectively.




In view
of these matters, the Bank’s ability to improve its financial condition is
dependent upon the success of management’s plans to address concerns regarding
profitability and asset quality.  The Bank’s management believes they
have taken appropriate steps aimed at returning the Bank to profitability and
improving asset quality.  Management’s success will ultimately be
determined by its implementation of its plans, as well as factors beyond its
control, such as the economy and the real estate market.








Note 8 – Recent Accounting
Pronouncements





In July
2010, the Financial Accounting Standards Board issued a statement which expands
disclosures about credit quality of financing receivables and allowance for
credit losses.  The standard will require the Company to expand
disclosures about the credit quality of our loans and the related reserves
against them.  The extra disclosures will include details on our past
due loans, credit quality indicators, and modifications of loans.  The
Company will adopt the standard beginning with the December 31, 2010 financial
statements.













ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


AND RESULTS OF
OPERATIONS.





The
following discussion focuses on the consolidated financial condition of Northern
States Financial Corporation (the “Company”) at June 30, 2010 and the
consolidated results of operations for the three and six month periods ended
June 30, 2010, compared with the three and six month periods ended June 30,
2009.  The purpose of this discussion is to provide a better
understanding of the condensed consolidated financial statements of the Company
and the operations of its two wholly-owned subsidiaries, NorStates Bank (the
“Bank”) and NorProperties, Inc. (“NorProp”), and the Bank’s wholly- owned
subsidiaries, Northern States Community Development Corporation (“NSCDC”) and
XPC LLC. This discussion should be read in conjunction with the interim
condensed consolidated unaudited financial statements and notes thereto included
herein.





Statements
contained in this report that are not historical facts may constitute
forward-looking statements (within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended), which involve significant risks and
uncertainties.  The Company intends such forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995, and is
including this statement for purposes of invoking these safe harbor
provisions.  Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by the use of the words “believe,” “expect,”
“intend,” “anticipate,” “estimate,” “project,” “plan,” or similar
expressions.  The Company’s ability to predict results or the actual
effect of future plans or strategies is inherently uncertain and actual results
may differ from those predicted.  The Company undertakes no obligation
to update these forward-looking statements in the future.  The Company
cautions readers of this report that a number of important factors could cause
the Company’s actual results subsequent to June 30, 2010 to differ materially
from those expressed in forward-looking statements.  Factors that
could cause actual results to differ from those predicted and could have a
material adverse effect on the operations of the Company and its
subsidiaries






15





NORTHERN STATES FINANCIAL
CORPORATION








include,
but are not limited to, the potential for further deterioration in the credit
quality of the Company’s loan and lease portfolios, uncertainty regarding the
Company’s ability to ultimately recover on loans currently on nonaccrual status,
the Company’s ability to comply with the provisions of the Consent Order,
unanticipated changes in interest rates, general economic conditions, increasing
regulatory compliance burdens or potential legislative/regulatory changes,
monetary and fiscal policies of the U.S. Government, including policies of the
U.S. Treasury and the Federal Reserve Board, the implementation of the
Dodd-Frank Wall Street Reform and Consumer Protection Act, the quality or
composition of the Company’s loan or investment portfolios, deposit flows,
liquidity issues, competition, demand for loan products and financial services
in the Company’s market area, and changes in accounting principles, policies and
guidelines.  These risks and uncertainties should be considered in
evaluating forward-looking statements.






OVERVIEW





Total
assets at June 30, 2010 were $556.0 million, a decrease of $66.3 million from
total assets of $622.3 million, or 10.7 percent, at December 31,
2009.  Loans totaled $403.1 million at June 30, 2010, a decrease of
$28.2 million, or 6.5 percent, from loans of $431.3 million at December 31,
2009.  The Company lowered its assets as it managed its balance sheet
to improve its capital ratios.  Loans decreased as $9.9 million in
loans were transferred to other real estate owned, $5.2 million in loans were
charged-off to the allowance for loan and lease losses and as the Company
received scheduled principal loan payments and loan payoffs received in the
normal course of business.  During the first quarter of 2010, the
Company sold $40.5 million of investment securities, classified as available for
sale, for liquidity purposes.  The Company recognized a $653,000 gain
from the sale of the securities while receiving $41.2 million in
proceeds.  As a consequence, the Company’s securities portfolio was
reduced to $96.5 million at June 30, 2010 compared with $133.4 million at
year-end 2009.




Deposits
totaled $462.4 million at June 30, 2010, decreasing $54.8 million from $517.2
million in deposits at December 31, 2009.  The reduction to deposits
was attributable to decreases to brokered time deposits that totaled $37.6
million at June 30, 2010, a decline of $57.3 million, as compared with a total
of $94.9 million at December 31, 2009.  The Company decreased its
brokered time deposits to meet the terms of the Consent Order.





The
Company had a loss for the three months ended June 30, 2010 of $574,000 or $0.20
per share, compared with a loss of $11.8 million, or $2.97 per share for the
same three months of 2009.  The loss for the three months ended June
30, 2010 was due primarily to the provision for loan and lease losses of
$517,000, recognition of impairment losses on investment securities of $417,000
and write-downs of real estate owned of $1.4 million which was partially offset
by gains of $262,000 from sales of other real estate owned.   The
loss for same three months of 2009 was primarily due to provision for loan and
lease losses of $3.7 million and the one-time write-down of goodwill of $9.5
million.




The
Company’s net interest income, the difference between interest earned on loans
and investments and interest paid on deposits and borrowings, increased 3.7
percent, or $169,000 and totaled $4.7 million for the second quarter of 2010
despite the reduction in assets.  This compares with net interest
income of $4.5 million for the same quarter of 2009.  The improvement
to net interest income was attributable to reduction to rates paid on
deposits.  The net yield on interest earning assets increased to 3.58
percent during the second quarter of 2010 as compared with 3.09 percent during
the second quarter of 2009.






CRITICAL ACCOUNTING
POLICIES







Certain
critical accounting policies involve estimates and assumptions by
management.  To prepare financial statements in conformity with
accounting principles generally accepted in the United States of America,
management makes estimates and assumptions based on available
information.  These estimates and assumptions affect the amounts
reported in the financial statements and the disclosures







16





NORTHERN STATES FINANCIAL
CORPORATION








provided,
and future results could differ. The allowance for loan and lease losses is a
critical accounting policy for the Company because management must make
estimates of losses and these estimates are subject to change.




The
allowance for loan and lease losses is a valuation allowance for probable
incurred credit losses, increased by the provision for loan and lease losses and
decreased by charge-offs less recoveries. Management analyzes the adequacy of
the allowance for loan and lease losses at least quarterly. In its analysis
management estimates the allowance balance required using past loan and lease
loss experience, the nature and volume of the portfolio, information about
specific borrower situations, the present value of expected cash flows and
collateral values, economic conditions and other factors.  Allocations
of the allowance may be made for specific loans and leases, but the entire
allowance is available for any loan or lease that, based on management’s
judgment, should be charged-off.  Based on management’s analysis,
management believes the allowance for loan and lease losses at June 30, 2010 is
adequate to cover probable incurred credit losses.





One of
the components of the allowance for loan losses is historical loss
experience.  Due to the increased historical losses during the past
couple years, the loss percentages used were based on the recent trailing 12
months as it is believed to be more indicative of current loan loss
estimates.





Management
specifically analyzes its impaired loans for probable losses.  The
change in the volume of impaired loans may significantly impact the amount of
estimated losses specifically allocated to these loans depending on the adequacy
of the loan collateral and the borrowers’ ability to repay the
loans.  As specific allocations are done on a loan-by-loan basis, the
amount of the specific allocation is more likely subject to fluctuation than an
allocation for a pool of loans based on historical loss trends. The amount of
the allocations on nonperforming loans may fluctuate in future periods due to
changes in conditions of underlying collateral and changes in the borrowers’
ability to repay.





Intangible
assets consist of core deposits and acquired customer relationship intangible
assets arising from whole bank and branch acquisitions, which is periodically
evaluated for impairment.  These assets were initially measured at
fair value and are being amortized on the straight-line method over their
estimated useful life of seven years and will be fully amortized by year-end
2010.





The
Company analyzed its net deferred tax asset, exclusive of the deferred tax
liability related to the unrealized gain on securities available for sale, that
totaled $14.9 million at June 30, 2010 due to its recent losses prior to income
taxes.  The analysis of the deferred tax asset requires income
projections into the future as well as any income tax refunds that the Company
may be able to receive.  The Company’s deferred tax asset valuation
allowance was $14.9 million at June 30, 2010 based on its analysis as compared
with $13.7 million at December 31, 2009.  The Company will need to
continue to analyze its deferred tax asset quarterly.








FINANCIAL
CONDITION





The
Company’s federal funds sold at June 30, 2010 decreased to $16.1 million
compared with $20.8 million at December 31, 2009 as the Company’s total assets
declined as the Company managed its balance sheet to improve its capital
ratios.  Federal funds sold are excess funds above what is necessary
to maintain at the Federal Reserve that the Company lends/sells to other
financial institutions on an overnight basis.  The Company also uses
these funds for its liquidity needs.





The
Company’s securities available for sale declined $36.9 million, or 27.7 percent,
to $96.5 million at June 30, 2010 compared with $133.4 million at year-end
2009.  The Company’s investments in mortgage-backed securities
decreased $31.4 million to $87.3 million at June 30, 2010 as compared with
$118.7 million at December 31, 2009.  The Company’s investments in
state and political subdivision securities decreased $5.7 million to $3.9
million at June 30, 2010 as compared with $9.6 million at





17





NORTHERN STATES FINANCIAL
CORPORATION








December
31, 2009.  These decreases to the Company’s investment securities
portfolio were the primarily the result of the sale of $37.1 million of
mortgage-backed securities and $3.4 million of securities issued by state and
political subdivisions during the first quarter of 2010, which together totaled
$40.5 million. The Company sold these securities for liquidity purposes and
recognized a gain of $653,000 on the sale of the
securities.  Securities also decreased by $645,000 due to other than
temporary impairment write-downs to the Company’s CDOs that are carried as other
bonds. The write-downs to the CDOs were based on an analysis of the collateral
and the expected discounted cash flows. At June 30, 2010, securities totaling
$72.3 million were pledged to secure public deposits, repurchase agreements and
for other purposes required or permitted by law.





Loans and
leases totaled $403.1 million at June 30, 2010, decreasing $28.2 million from
$431.3 million at December 31, 2009.  The decrease was due in part to
$9.9 million in loans that were transferred to other real estate owned as
properties securing past due loans were foreclosed.  The Company also
charged-off uncollectible loans totaling $5.2 million, further reducing loan
balances. The balance of the decrease to loans and leases was due to scheduled
principal loan payments, loan payoffs and lower borrower demands attributed to
the poor economy and to stricter loan underwriting.




Approximately
93 percent of the Bank’s loan portfolio at June 30, 2010 was secured by real
estate.  The Company’s loans to the hotel industry totaled $71.5
million at June 30, 2010.    Loans secured by 1-4 family
homes totaling $36.3 million at June 30, 2010 were pledged to secure a line of
credit from the Federal Home Loan Bank of Chicago.  At June 30, 2010,
loans totaling $120.0 million had payment schedules where only interest is
collected until the loans mature as compared with $121.7 million in loans at
December 31, 2009.  At June 30, 2010, $23.9 million of the loans
having interest only payments consisted of home equity loans.




Loan
commitments have decreased $9.6 million to $49.1 million at June 30, 2010,
compared with $58.7 million at December 31, 2009, corresponding with the decline
in loan demand during the first six months of 2010.  Letters of credit
also decreased during the six months ended June 30, 2010, to $6.2 million from
$6.5 million at year-end.  At June 30, 2010, loans to related parties
totaled $274,000 and loan commitments and letters of credit issued to related
parties were $775,000.  Loans, loan commitments and letters of credit
to related parties are made on the same terms and conditions that are available
to the public.




Deposits
totaled $462.4 million at June 30, 2010, decreasing $54.8 million, or 10.6
percent, from $517.2 million at year-end 2009.   Brokered time
deposits decreased $57.3 million to $37.6 million, or 8.1 percent of total
deposits, at June 30, 2010, as compared with $94.9 million, or 18.4 percent of
total deposits, at December 31, 2009.  The Company lowered its
dependence on brokered deposits in response to the provisions of the Consent
Order.





Because
the Consent Order establishes specific capital amounts to be maintained by the
Bank, the Bank may not be considered better than “adequately capitalized” for
capital adequacy purposes, even if the Bank exceeds the levels of capital set
forth in the Consent Order. Currently, the Bank exceeds the capital levels
established by the FDIC and the IDFPR in the Consent Order.




As an
adequately capitalized institution, the Bank may not accept, renew or roll over
brokered deposits without prior approval of the FDIC.  Brokered
deposits also include deposits with rates of interest that are more than 75
basis points above the rate applicable to the applicable market of the Bank as
determined by the FDIC.  During the second quarter of 2010, the Bank
was able to open $29.7 million of new wholesale time deposits through internet
advertising that are not considered brokered deposits.  Furthermore,
the Bank has received designation by the FDIC that the Bank is operating in a
high rate area.  This allows the Bank to use a local average deposit
rates as a basis for setting competitive rates on its
deposits.  However, other depositors, including some local government
entities, may not maintain their deposits at the Bank, if the Bank is no longer
classified as well capitalized.





18





NORTHERN STATES FINANCIAL
CORPORATION








The mix
of deposits has changed as money market accounts declined $11.3 million to $49.1
million at June 30, 2010 as compared with $60.4 million at December 31,
2009.  The decline to the money market accounts was primarily
attributed to the lower interest rates paid on this deposit
product.  This decline was offset by increases to time deposits of
$9.5 million from wholesale time deposits obtained through internet advertising
that are not considered brokered deposits and from increases to savings accounts
of $3.2 million since year-end 2009.





Securities
sold under repurchase agreements declined $12.0 million at June 30, 2010 to
$37.4 million compared with $49.4 million at December 31, 2009.  The
decrease was due largely to one customer who lowered their repurchase agreements
by $7.9 million during 2010 for business reasons.






FAIR VALUE
MEASUREMENTS




The
following tables present information about the Company’s securities in its
investment portfolio that were measured at fair value on a recurring basis at
June 30, 2010, and the valuation techniques used by the Company to determine the
fair values.





TABLE
1





NORTHERN
STATES FINANCIAL CORPORATION


ASSETS
MEASURED AT FAIR VALUE ON A RECURRING BASIS


SECURITIES
AVAILABLE FOR SALE


($
000s)








Securities
      Available for Sale
            
            
            
            
            Fair
      Value Measurements at Reporting Date UsingTotal
            
            
            Quoted
      Prices
              in
      Active
              Markets
      for
              Identical
              Assets
              (Level
      1)
            
            
            Significant
              Other
              Observable
              Inputs
              (Level
      2)
            
            
            Significant
              Unobservable
              Inputs
              (Level
      3)U.S.
      Treasury
            
            $
            1,004
            
            
            $
            1,004States
      and political subdivisions
            
            
            3,958
            
            
            
            
            
            
            
            3,958Mortgage
      - backed securities
            
            
            87,331
            
            
            
            
            
            
            
            87,331Other
      bonds
            
            
            5
            
            
            
            
            
            
            
            
            
            
            
            5Equity
      securities
            
            
            4,185
            
            
            
            
            
            
            
            4,185Total
      at June 30, 2010
            
            $
            96,483
            
            
            $
            1,004
            
            
            $
            95,474
            
            
            $
            5U.S.
      Treasury
            
            $
            1,006
            
            
            $
            1,006States
      and political subdivisions
            
            
            9,641
            
            
            
            
            
            
            
            9,641Mortgage
      - backed securities
            
            
            118,729
            
            
            
            
            
            
            
            118,729Other
      bonds
            
            
            37
            
            
            
            
            
            
            
            
            
            
            
            37Equity
      securities
            
            
            4,008
            
            
            
            
            
            
            
            4,008


Total
      at December 31, 2009
            
            $
            133,421
            
            
            $
            1,006
            
            
            $
            132,378
            
            
            $
            37


19





NORTHERN STATES FINANCIAL
CORPORATION





In
general, fair values determined by Level 1 inputs use quoted prices in active
markets for identical securities that the Company has the ability to
access.




Fair
values determined by Level 2 inputs use other inputs that are observable, either
directly or indirectly.  These Level 2 inputs include quoted prices
for similar securities in active markets, and other inputs such as interest
rates and yield curves that are observable at commonly quoted
intervals.




Level 3
inputs are unobservable inputs, including inputs that are available in
situations where there is little, if any, market activity for the related
securities.




In
instances where inputs used to measure fair value fall into different levels in
the above fair value hierarchy, fair value measurements in their entirety are
categorized based on the lowest level input that is significant to the
valuation. The Company’s assessment of the significance of particular inputs to
these fair value measurements requires judgment and considers factors specific
to each security.




On an
annual basis the Company validates the measurement of the fair values of its
securities by sending a listing of its securities to an independent securities
valuation firm.  This independent securities valuation firm determines
the fair values of the Company’s securities portfolio that is then compared to
the fair value using the methods outlined.  When this validation was
last done at September 30, 2009, the difference between the fair value reported
and the fair value determined by the independent securities valuation firm was
considered immaterial.








TABLE
2





NORTHERN
STATES FINANCIAL CORPORATION


CHANGES
IN LEVEL 3 MEASURED AT FAIR VALUE ON A RECURRING BASIS


SECURITIES
AVAILABLE FOR SALE


($
000s)





Securities
              Available
              for
      SaleBalance
      at December 31, 2009
            
            $
            37Total
      realized and unrealized gains (losses) included in income
            
            
            (645
            )Total
      unrealized gains (losses) included in other comprehensive
      income
            
            
            613Net
      purchase, sales, calls and maturities
            
            
            0Net
      transfer into Level 3
            
            
            0Balance
      at June 30, 2010
            
            $
            5








Securities
              Available
              for
      SaleBalance
      at December 31, 2008
            
            $
            2,265Total
      realized and unrealized gains (losses) included in income
            
            
            (628
            )Total
      unrealized gains (losses) included in other comprehensive
      income
            
            
            (1,458
            )Net
      purchase, sales, calls and maturities
            
            
            (7
            )Net
      transfer into Level 3
            
            
            0Balance
      at June 30, 2009
            
            $
            172








20





NORTHERN STATES FINANCIAL
CORPORATION
















There
were no changes between securities from Level 1 to Level 2 during the six months
ended June 30, 2010.  The Company’s change in Level 3 securities
available for sale measured on a recurring basis are shown in Table
2.




Securities
classified within Level 3 consist primarily of collateralized debt obligations
(“CDOs”).  The CDOs were valued using accounting guidelines to
determine other than temporary impairment losses.  The impairment
losses on the CDOs were due to defaults and deferral of payments by the
financial institutions and insurance companies that issued the debt underlying
the securities.  The Company used cash flow analyses at June 30, 2010
that assume that 2.00 percent of the debt that underlies the CDOs will default
within the next six months and that annually thereafter, there will be defaults
of 1.25 percent annually and recoveries of .15 percent annually lagging two
years after the defaults.  The Company believes that these estimates
are supportable based on its analyses of actual defaults and deferrals and the
actual financial condition of the debtors underlying the CDOs.







TABLE
3





NORTHERN
STATES FINANCIAL CORPORATION


ASSETS
MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS


IMPAIRED
LOANS


($
000s)








Impaired
      Loans
            
            
            
            
            Fair
      Value Measurements at Reporting Date UsingTotal
            
            
            Quoted
      Prices
              in
      Active
                Markets
      for
                Identical
                Assets
                (Level
      1)
            
            
            Significant
                Other
                Observable
                Inputs
                (Level
      2)
            
            
            Significant
                Unobservable
                Inputs
                (Level
      3)At
      June 30, 2010
            
            $
            37,063
            
            
            $
            —
            
            
            $
            —
            
            
            $
            37,063At
      December 31, 2009
            
            $
            25,447
            
            
            $
            —
            
            
            $
            —
            
            
            $
            25,447








The
Company also has assets that under certain conditions are subject to measurement
at fair value on a non-recurring basis. These assets are held to maturity loans
that are considered impaired per standards regarding impairment of
assets.  The Company has estimated the fair values of the impaired
loans using Level 3 inputs, specifically discounted cash flow projections, or,
if collateral dependent, the net realizable value of the
collateral.





During
the first half of 2010 and during 2009, the Company recorded adjustments to
certain collateral dependent loans that were measured for impairment in
accordance with accounting guidelines.  Such amounts are generally
based on the estimated underlying collateral values less estimated costs to sell
that secure the loan.  In cases where the carrying value of the loans
exceed the estimated fair value of the collateral less estimated costs, an
impairment loss was recognized. These adjustments to impaired loans for the
first half of 2010 totaled $3.3 million as additional allocations to the
allowance for loan and lease losses.





21





NORTHERN STATES FINANCIAL
CORPORATION













During
2010, the Company recorded adjustments to certain properties carried as other
real estate owned that were measured for impairment in accordance with
accounting guidelines.  Such amounts are generally based on the
underlying fair value of the properties less estimated costs to
sell.  In cases where the carrying value of the properties exceeded
the estimated fair value of the property less estimated costs, an impairment
loss was recognized.  During the six months ended June 30, 2010, there
was $1,424,000 in impairment loss recognized as write-downs to other real estate
owned.







TABLE
4





NORTHERN
STATES FINANCIAL CORPORATION


ASSETS
MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS


IMPAIRED
OTHER REAL ESTATE OWNED


($
000s)








Impaired
      Other Real

                Estate
      Owned
            
            
            
            
            Fair
      Value Measurements at Reporting Date UsingTotal
            
            
            Quoted
      Prices
                in
      Active
                Markets
      for
                Identical
                Assets
                (Level
      1)
            
            
            Significant
                Other
                Observable
                Inputs
                (Level
      2)
            
            
            Significant
                Unobservable
                Inputs
                (Level
      3)At
      June 30, 2010
            
            $
            16,927
            
            
            $
            —
            
            
            $
            —
            
            
            $
            16,927At
      December 31, 2009
            
            $
            13,185
            
            
            $
            —
            
            
            $
            —
            
            
            $
            13,185













The
following methods and assumptions were used to estimate fair values for
financial instruments.  Securities fair values are based on quoted
market prices, on observable inputs, including prices for similar securities in
active markets and interest rates and yield curves at commonly quoted intervals,
or are based on unobservable inputs, including inputs that are available in
situations where there is little, if any, market activity for the related
securities.  It is estimated that cash and cash equivalents, accrued
interest receivable and accrued interest payable are carried at fair
value.  For loans and leases, deposits, securities sold under
repurchase agreements and the subordinated debentures, the fair value is
estimated by discounted cash flow analysis using market rates for the estimated
life and credit.  Fair values for impaired loans are estimated using
discounted cash flow analyses or underlying collateral values, where
applicable.  The fair value of off-balance sheet items are based on
the fees or costs that would currently be charged to enter or terminate such
arrangements and the fair values are not material.







22





NORTHERN STATES FINANCIAL
CORPORATION














TABLE
5




NORTHERN
STATES FINANCIAL CORPORATION


FAIR
VALUE OF FINANCIAL INSTRUMENTS


As of
June 30, 2010


($
000s)




June
      30, 2010
              
              Carrying
                Value
              
              
              Estimated
                Fair
      ValueFinancial
      assets:Cash
      and cash equivalents
              
              $
              31,085
              
              
              $
              31,085Securities
      available for sale
              
              
              96,483
              
              
              
              96,483Loans
      and leases, net
              
              
              386,053
              
              
              
              392,992Federal
      Home Loan Bank stock
              
              
              1,801
              
              
              
              1,801Accrued
      interest receivable
              
              
              2,062
              
              
              
              2,062Financial
      liabilities:Deposits
              
              $
              (462,367
              )
              
              $
              (463,442
              )Securities
      sold under repurchase agreement
              
              
              (37,384
              )
              
              
              (37,239
              )Subordinated
      debentures
              
              
              (10,000
              )
              
              
              (5,902
              )Advances
      from borrowers for taxes and insurance
              
              
              (933
              )
              
              
              (933
              )Accrued
      interest payable
              
              
              (1,574
              )
              
              
              (1,574
              )
   Carrying
                Value
              
              
              Estimated
                Fair
      ValueDecember
      31, 2009Financial
      assets:Cash
      and cash equivalents
              
              $
              34,194
              
              
              $
              34,194Securities
      available for sale
              
              
              133,421
              
              
              
              133,421Loans
      and leases, net
              
              
              413,259
              
              
              
              418,085Federal
      Home Loan Bank stock
              
              
              1,801
              
              
              
              1,801Accrued
      interest receivable
              
              
              2,203
              
              
              
              2,203Financial
      liabilities:Deposits
              
              $
              (517,236
              )
              
              $
              (519,606
              )Securities
      sold under repurchase agreement
              
              
              (49,364
              )
              
              
              (49,244
              )Subordinated
      debentures
              
              
              (10,000
              )
              
              
              (6,728
              )Advances
      from borrowers for taxes and insurance
              
              
              (898
              )
              
              
              (898
              )Accrued
      interest payable
              
              
              (1,773
              )
              
              
              (1,773
              )










CAPITAL
RESOURCES







Total
stockholders’ equity increased $374,000 to $40.7 million at June 30, 2010, as
compared with $40.3 million at year-end 2009.  The growth was the
result of $3.4 million of increases to accumulated other comprehensive income
relating to the unrealized gains on securities available for sale, net of
deferred tax.  Offsetting most of this growth was losses for the first
six months of 2010 of $2.6 million and the accrual of preferred stock dividends
that totaled $443,000.  The book value of the Company’s outstanding
common stock at June 30, 2010 was $5.76 per share, compared with $5.67 at
December 31, 2009.




On a
consolidated basis, the Company’s Tier 1 to average assets ratio and total
capital to assets ratio, on a risk adjusted basis, were 8.56 percent and 13.10
percent, respectively, as of June 30, 2010.  The Bank’s Tier 1 to
average assets ratio and the total capital to assets ratio, on a risk adjusted
basis, were 8.64 percent and 13.19 percent, respectively, as of June 30,
2010 which were above the capital levels required by the Consent Order of 8.00
percent and 12.00 percent, respectively.





23





NORTHERN STATES FINANCIAL
CORPORATION











At the
Company’s annual meeting of stockholders held on May 21, 2009, the stockholders
approved the 2009 Restricted Stock Plan (“Plan”).  The goal of the
Plan is to promote the Company’s long-term financial success, increase
stockholder value and enhance our ability to attract and retain employees and
directors.  The Plan authorizes the issuance of up to 400,000 shares
of the Company’s common stock, which is approximately 10 percent of the
Company’s total shares currently issued and outstanding, in connection with
incentive compensation awards.  Shares of the Company’s common stock
issued under the Plan as awards may consist of treasury shares or authorized and
unissued shares not reserved for any other purpose. Awards under the Plan may be
made to directors and employees of both the Company and its subsidiaries and may
consist of restricted stock with associated voting rights and the right to
receive dividends.   Awards may also be issued as restricted
stock units not having voting rights or the right to receive dividends until the
terms of the award are satisfied and shares of the Company’s common stock are
actually issued; however, dividends may be credited to a restricted stock unit
award.  The terms and conditions of each award will be set forth and
described in an award agreement between the Company and the
participant.  No awards have been issued under the Plan as of June 30,
2010.






LIQUIDITY




The
Company’s liquidity is measured by the ability to raise funds through deposits,
borrowed funds, capital or cash flow from the repayment or maturities of loans
and securities and net profits.  Liquidity is primarily managed
through the growth of deposits and by liquid assets such as cash and due from
banks less any reserve requirements, securities available for sale less any
pledged securities and federal funds sold.  Asset and liability
management is the process of managing the balance sheet to achieve a mix of
earning assets and liabilities in such a way that achieves an interest rate risk
profile acceptable to management and assists in achieving a desired level of
profitability.  An important part of the overall asset and liability
management process is providing adequate liquidity.  Liquid assets at
the Bank consist of cash and cash equivalents less any Federal Reserve Bank
deposit requirements plus unpledged securities available for
sale.  The Bank’s liquid assets totaled $47.5 million at June 30,
2010, as compared with $64.4 million at December 31, 2009.




As
required by the Consent Order, management has developed a liquidity plan that
identifies the sources of liquid assets available to meet the Bank’s contingency
funding over one-, two- and three-month time horizons.  This liquidity
plan looks at the Bank’s ability to meet the cash flow requirements of customers
and other operating needs and seeks to manage liquidity to meet these
requirements.  The Company needs to have sufficient cash flow to meet
borrowers’ needs to fund loans or the requirements of depositors wanting to
withdraw funds.  The Statements of Cash Flows shows that for the six
months ended June 30, 2010, cash and cash equivalents decreased by $3.1 million
to $31.1 million, primarily as the result of decreases to deposits.




The
Consent Order also restricts payments of dividends from the Bank to the Company
and as such this conserves liquidity at the Bank.  Dividends from the
Bank are needed to fund the dividend payments to the Company’s preferred and
common stockholders and the interest payments on its subordinated
debentures.   Due to this restriction, among other factors, it is
expected that the Company will continue to suspend dividend payments on its
Series A Preferred Stock issued under the TARP Capital Purchase Program for the
balance of 2010 and there will be no dividends to common stockholders in
2010.  Also, the Company will continue to defer interest payments on
its subordinated debentures.  The dividends on the Series A Preferred
Stock and the interest payments on the subordinated debentures, if paid, would
total an estimated $1.3 million for 2010.




As part
of the liquidity plan, management reviews the Bank’s liquidity ratio daily as
well as the Bank’s sources and uses of funds weekly.  The liquidity
ratio is the net liquid assets divided by net deposits and short-term
liabilities.  At June 30, 2010, this ratio at the Bank was 11.0
percent, compared with 13.6 percent at year-end 2009, and was within
management’s internal policy guidelines.







24





NORTHERN STATES FINANCIAL
CORPORATION










The
liquidity plan considers the liquidity provided by scheduled principal payments
by loan customers as well as estimated anticipated payoffs of loans as the Bank
attempts to lower its concentrations of loans to the hotel
industry.  The Bank expects to receive liquidity from loan principal
payments of approximately $3.0 million per month.




Federal
funds sold, interest bearing deposits in banks and available for sale
securities, particularly those of shorter maturities, are principal sources of
liquidity.  Federal funds sold at June 30, 2010 were $16.1 million
compared with $20.8 million at December 31, 2009.




The
Company classifies all of its securities as available for sale, which increases
the Company’s flexibility in that the Company can use its unpledged securities
to meet liquidity requirements by selling the unpledged securities or by
increasing its repurchase agreement balances.  During the first half
of 2010, liquidity of $41.2 million was made available through the sale of
securities available for sale. Securities available for sale totaled $96.8
million at June 30, 2010, of which $72.3 million were pledged to secure public
deposits and repurchase agreements, as compared with pledged securities of $94.2
million at December 31, 2009.




An
important source of liquidity to the Company is deposits.  Under the
Consent Order, the Bank must limit its brokered time deposits and lower the
interest rates paid on its “High Yield Checking” NOW account
product.  As a result of the Consent Order, the Bank is not permitted
to pay a rate of interest on deposit products that is more than 75 basis points
above the rate applicable to the applicable market of the Bank as determined by
the FDIC.  As a factor in its liquidity plan, the Company anticipates
that brokered time deposits, “High Yield Checking” NOW accounts and public
deposits may decrease from their current levels due in part to Bank compliance
with the Consent Order. The Bank expects that a portion of these deposit
reductions will be offset by continued growth from core deposits to new retail
and commercial customers as well as internet advertised wholesale time
deposits.  The FDIC has recognized that the Bank is operating in a
high rate area, which allows the Bank to use local average deposit rates as a
basis for setting competitive rates on its deposits.  However, it is
expected that deposits will decline during the balance of 2010 and liquidity
available from this source will be limited.




Another
important source of liquidity to the Company is borrowings.  In its
liquidity plan, the Bank considers its line of credit available at the Federal
Home Loan Bank of Chicago, which was $18.2 million at June 30, 2010, as a source
of liquidity.  The Company has pledged loans totaling $36.3 million at
June 30, 2010 as security for potential borrowings the Company may incur by
drawing on the line of credit at the Federal Home Loan Bank of
Chicago.  Additional funds from available lines of credit at two
independent banks at June 30, 2010 totaling $20.0 million may also supplement
the Company’s ability to meet any funding needs, including any unexpected strain
on liquidity.










RESULTS OF
OPERATIONS





NET
INCOME





The
Company recognized a loss for the quarter ended June 30, 2010 of $574,000, as
compared with a loss of $11.8 million for the same quarter of
2009.  The loss during the second quarter of 2010 was primarily due to
write-downs to other real estate owned of $1.4 million as these property values
declined. Other factors affecting the loss for the three months ended June 30,
2010, include provisions for loan losses of $517,000 and impairment charges of
$417,000 taken on collateralized debt obligations of trust preferred securities
issued by financial institutions.





25





NORTHERN STATES FINANCIAL
CORPORATION

















For the
six months ended June 30, 2010, the Company posted a loss of $2.6 million as
compared with a loss of $13.3 million for the same period of
2009.  The loss for the first half of 2010 resulted from provisions
for loan losses of $4.2 million, write-downs of other real estate owned of $1.4
million and impairment write-downs to securities of
$645,000.   The loss was partially offset by gains from the sale
of securities of $653,000 and gains from sales of other real estate owned of
$400,000.








NET
INTEREST INCOME




Net
interest income, the difference between interest income on earning assets and
interest expense on interest bearing liabilities, increased 3.7 percent, or
$169,000, to $4.7 million for the three months ended June 30, 2010, as compared
with $4.6 million for the same quarter of 2009.  Net interest income
for the quarter increased despite a decline to interest earning assets for the
second quarter of 2010 compared with same quarter of 2009.  The
increase in net interest income was attributable to decreases in rates paid on
interest bearing deposits as during the second quarter of 2010 as compared with
the same quarter last year.




Average
interest earning assets during the three months ended June 30, 2010 totaled
$535.7 million, a decrease of $67.1 million from average earning assets of
$602.8 million during the three months ended June 30, 2009.  Most of
the decline to average assets was attributable to decreases to average loans of
$65.7 million for the quarter as compared to the same quarter last
year.




Net
interest income for the second quarter of 2010 increased as the net interest
spread, the difference between rates earned on interest earning assets and paid
on deposits and borrowings, increased as compared with the same quarter of
2009.  The net interest spread increased 67 basis points to 3.42
percent for the second quarter of 2010 as compared with 2.75 percent for the
second quarter last year.  Although the yields on interest earning
assets declined 30 basis points for the second quarter of 2010, rates paid on
deposits and borrowings declined to a greater extent by 97 basis
points.  After careful review, the Company lowered certain rates on
deposits and borrowings in order to increase net interest income.




Net
interest income for the first half of 2010, declined $24,000 as compared with
the first half of 2009.   The net interest spread increased 40
basis points to 3.23 percent for the first half of 2010 as compared with 2.83
percent for the same time period last year.  The slight decrease to
net interest income for the six months ended June 30, 2010 as compared with the
same time period of 2009 was attributable to the decrease in interest earning
assets.







26





NORTHERN STATES FINANCIAL
CORPORATION











TABLE
6





NORTHERN
STATES FINANCIAL CORPORATION


ANALYSIS
OF AVERAGE BALANCE AND TAX EQUIVALENT RATES


For the
Three Months Ended  June 30, 2010 and 2009 - Rates are
Annualized


($
000s)





2010
            
            
            2009Average
                Balance
            
            
            Interest
            
            
            Rate
            
            
            Average
                Balance
            
            
            Interest
            
            
            RateAssetsLoans
      (1)(2)(3)
            
            $
            407,763
            
            
            $
            5,312
            
            
            
            5.21
            %
            
            $
            473,482
            
            
            $
            6,021
            
            
            
            5.09
            %Taxable
      securities (4)
            
            
            93,192
            
            
            
            697
            
            
            
            3.00
            %
            
            
            85,303
            
            
            
            1,117
            
            
            
            5.43
            %Tax
      advantaged securities (2)
      (4)
            
            
            4,627
            
            
            
            69
            
            
            
            6.06
            %
            
            
            8,716
            
            
            
            133
            
            
            
            6.12
            %Federal
      funds sold
            
            
            30,088
            
            
            
            15
            
            
            
            0.20
            %
            
            
            35,279
            
            
            
            9
            
            
            
            0.10
            %Interest
      earning assets (4)
            
            
            535,670
            
            
            
            6,093
            
            
            
            4.55
            %
            
            
            602,780
            
            
            
            7,280
            
            
            
            4.85
            %Noninterest
      earning assets
            
            
            34,417
            
            
            
            
            
            
            
            
            
            
            
            42,975Average
      assets
            
            $
            570,087
            
            
            
            
            
            
            
            
            
            
            $
            645,755Liabilities
      and stockholders’ equityNOW
      deposits
            
            $
            65,015
            
            
            $
            61
            
            
            
            0.38
            %
            
            $
            47,469
            
            
            $
            51
            
            
            
            0.43
            %Money
      market deposits
            
            
            51,678
            
            
            
            69
            
            
            
            0.53
            %
            
            
            63,717
            
            
            
            234
            
            
            
            1.47
            %Savings
      deposits
            
            
            64,432
            
            
            
            16
            
            
            
            0.10
            %
            
            
            62,565
            
            
            
            39
            
            
            
            0.25
            %Time
      deposits
            
            
            230,838
            
            
            
            980
            
            
            
            1.70
            %
            
            
            266,574
            
            
            
            2,029
            
            
            
            3.04
            %Other
      borrowings
            
            
            50,085
            
            
            
            180
            
            
            
            1.44
            %
            
            
            64,621
            
            
            
            294
            
            
            
            1.82
            %Interest
      bearing liabilities
            
            
            462,048
            
            
            
            1,306
            
            
            
            1.13
            %
            
            
            504,946
            
            
            
            2,647
            
            
            
            2.10
            %Demand
      deposits
            
            
            61,547
            
            
            
            
            
            
            
            
            
            
            
            56,848Other
      noninterest bearing liabilities
            
            
            5,876
            
            
            
            
            
            
            
            
            
            
            
            681Stockholders’
      equity
            
            
            40,616
            
            
            
            
            
            
            
            
            
            
            
            83,280Average
      liabilities and stockholders’equity
            
            $
            570,087
            
            
            
            
            
            
            
            
            
            
            $
            645,755Net
      interest income
            
            
            
            
            
            $
            4,787
            
            
            
            
            
            
            
            
            
            
            $
            4,633Net
      interest spread
            
            
            
            
            
            
            
            
            
            
            3.42
            %
            
            
            
            
            
            
            
            
            
            
            2.75
            %Net
      yield on interest earning assets (4)
            
            
            
            
            
            
            
            
            
            
            3.58
            %
            
            
            
            
            
            
            
            
            
            
            3.09
            %Interest-bearing
      liabilities to earning assetsratio
            
            
            
            
            
            
            
            
            
            
            86.26
            %
            
            
            
            
            
            
            
            
            
            
            83.77
            %


_____________


(1)
      -
            Interest
      income on loans includes loan origination and other fees of $10,000 and
      $14,000 for the three months ended June 30, 2010 and 2009,
      respectively.


(2)
      -
            Tax-exempt
      income is reflected on a fully tax equivalent basis utilizing a 34 percent
      tax rate.  The tax equivalent adjustment reflected in the above
      table for municipal loans is approximately $28,000 and $22,000 for the
      three months ended June 30, 2010 and 2009, respectively.  The
      tax equivalent adjustment reflected in the above table for municipal
      securities is approximately $24,000 and $45,000 for the three months ended
      June 30, 2010 and 2009,
respectively.


(3)
      -
            Non-accrual
      loans are included in average
loans.


(4)
      -
            Rate
      information was calculated on the average amortized cost for
      securities.  The three months ended June 30, 2010 and 2009
      average balance information includes an average unrealized gain for
      taxable securities of $269,000 and $2,897,000,  respectively,
      and for tax-advantaged securities of $76,000 and $27,000,
      respectively.





27





NORTHERN STATES FINANCIAL
CORPORATION








TABLE
7





NORTHERN
STATES FINANCIAL CORPORATION


ANALYSIS
OF AVERAGE BALANCE AND TAX EQUIVALENT RATES


For the
Six Months Ended  June 30, 2010 and 2009 - Rates are
Annualized


($
000s)








2010
            
            
            2009Average
                Balance
            
            
            Interest
            
            
            Rate
            
            
            Average
                Balance
            
            
            Interest
            
            
            RateAssetsLoans
      (1)(2)(3)
            
            $
            415,892
            
            
            $
            10,518
            
            
            
            5.06
            %
            
            $
            476,738
            
            
            $
            12,477
            
            
            
            5.23
            %Taxable
      securities (4)
            
            
            109,014
            
            
            
            1,712
            
            
            
            3.14
            %
            
            
            90,675
            
            
            
            2,371
            
            
            
            5.40
            %Tax
      advantaged securities (2)
      (4)
            
            
            6,145
            
            
            
            184
            
            
            
            6.12
            %
            
            
            9,067
            
            
            
            282
            
            
            
            6.23
            %Federal
      funds sold
            
            
            24,771
            
            
            
            21
            
            
            
            0.17
            %
            
            
            27,020
            
            
            
            12
            
            
            
            0.09
            %Interest
      earning assets (4)
            
            
            555,822
            
            
            
            12,435
            
            
            
            4.47
            %
            
            
            603,500
            
            
            
            15,142
            
            
            
            5.04
            %Noninterest
      earning assets
            
            
            34,787
            
            
            
            
            
            
            
            
            
            
            
            41,147Average
      assets
            
            $
            590,609
            
            
            
            
            
            
            
            
            
            
            $
            644,647Liabilities
      and stockholders’ equityNOW
      deposits
            
            $
            63,822
            
            
            $
            168
            
            
            
            0.53
            %
            
            $
            45,543
            
            
            $
            86
            
            
            
            0.38
            %Money
      market deposits
            
            
            53,487
            
            
            
            151
            
            
            
            0.56
            %
            
            
            64,445
            
            
            
            550
            
            
            
            1.71
            %Savings
      deposits
            
            
            63,157
            
            
            
            31
            
            
            
            0.10
            %
            
            
            61,649
            
            
            
            108
            
            
            
            0.35
            %Time
      deposits
            
            
            246,016
            
            
            
            2,264
            
            
            
            1.84
            %
            
            
            270,020
            
            
            
            4,284
            
            
            
            3.17
            %Other
      borrowings
            
            
            54,947
            
            
            
            368
            
            
            
            1.34
            %
            
            
            69,102
            
            
            
            615
            
            
            
            1.78
            %Interest
      bearing liabilities
            
            
            481,429
            
            
            
            2,982
            
            
            
            1.24
            %
            
            
            510,759
            
            
            
            5,643
            
            
            
            2.21
            %Demand
      deposits
            
            
            59,939
            
            
            
            
            
            
            
            
            
            
            
            53,770Other
      noninterest bearing liabilities
            
            
            6,745
            
            
            
            
            
            
            
            
            
            
            
            4,592Stockholders’
      equity
            
            
            42,496
            
            
            
            
            
            
            
            
            
            
            
            75,526Average
      liabilities and stockholders’
              equity
            
            $
            590,609
            
            
            
            
            
            
            
            
            
            
            $
            644,647Net
      interest income
            
            
            
            
            
            $
            9,453
            
            
            
            
            
            
            
            
            
            
            $
            9,499Net
      interest spread
            
            
            
            
            
            
            
            
            
            
            3.23
            %
            
            
            
            
            
            
            
            
            
            
            2.83
            %Net
      yield on interest earning assets (4)
            
            
            
            
            
            
            
            
            
            
            3.40
            %
            
            
            
            
            
            
            
            
            
            
            3.16
            %Interest-bearing
      liabilities to earning assets
              ratio
            
            
            
            
            
            
            
            
            
            
            86.62
            %
            
            
            
            
            
            
            
            
            
            
            84.63
            %


_____________


(1)
      -
            Interest
      income on loans includes loan origination and other fees of $30,000 and
      $46,000 for the six months ended June 30, 2010 and 2009,
      respectively.


(2)
      -
            Tax-exempt
      income is reflected on a fully tax equivalent basis utilizing a 34 percent
      tax rate.  The tax equivalent adjustment reflected in the above
      table for municipal loans is approximately $55,000 and $44,000 for the six
      months ended June 30, 2010 and 2009, respectively.  The tax
      equivalent adjustment reflected in the above table for municipal
      securities is approximately $63,000 and $96,000 for the six months ended
      June 30, 2010 and 2009,
respectively.


(3)
      -
            Non-accrual
      loans are included in average
loans.


(4)
      -
            Rate
      information was calculated on the average amortized cost for
      securities.  The six months ended June 30, 2010 and 2009 average
      balance information includes an average unrealized gain (loss) for taxable
      securities of ($125,000) and $2,820,000, respectively, and for
      tax-advantaged securities of $132,000 and $12,000,
      respectively.





28





NORTHERN STATES FINANCIAL
CORPORATION














ASSET
QUALITY AND THE PROVISION FOR LOAN AND LEASE LOSSES





At June
30, 2010, management, with the concurrence of the Board of Directors, after
carefully reviewing the adequacy of the allowance for loan and lease losses and
the levels of nonperforming and impaired loans and leases, determined that an
allowance of $17.1 million was adequate to cover probable incurred loan and
lease losses, as compared with $18.0 million at year-end 2009.  The
Company’s allowance for loan and lease losses to total loans ratio was 4.24
percent at June 30, 2010 compared with 4.18 percent at December 31,
2009.




During
the first half of 2010, $5.2 million in loans and leases were charged-off
against the allowance compared with charge-offs of $1.0 million during the same
period last year.  During the first half of 2010, recoveries of loans
previously charged-off totaled $26,000, as compared with $12,000 in recoveries
during the same period in 2009.  During the first half of 2010, the
provision for loan and lease losses was $4.2 million as compared with $5.4
million during the same period of 2009.




Nonperforming
loans and leases, which include loans and leases on nonaccrual status in
addition to loans and leases 90 days or more past due and still accruing
interest, were $42.8 million at June 30, 2010, or 10.61 percent of total loans
and leases, as compared with $41.6 million at December 31, 2009, or 9.65 percent
of loans and leases.





Nonaccrual
loans totaled $40.8 million at June 30, 2010 compared with $41.6 million at
December 31, 2009 and consisted primarily of $16.4 million of loans secured by 5
plus family properties and $15.0 million of loans secured by commercial
properties.  Also included as nonaccrual loans were $6.8 million of
construction loans and $2.6 million of home mortgage loans.  The
Company is attempting to work with the nonaccrual borrowers to resolve the
issues, but in many cases the Company will be foreclosing on the properties
securing the loans and will transfer the loans to other real estate
owned.  During the six months ended June 30, 2010, the Company had
additions to other real estate owned of $9.9 million as it had foreclosed on
properties or received properties in lieu of foreclosure that had been
collateral for loans.





Loans and
leases 90 days or more past due and still accruing interest increased to $2.0
million at June 30, 2010 compared with $30,000 at December 31,
2009.  These loans are well secured and in the process of
collection.




Impaired
loans and leases at June 30, 2010 totaled $70.3 million, as compared with $56.2
million at December 31, 2009, an increase of $14.1 million.  The
Company considers a loan or lease impaired if full principal and interest will
not be collected under the contractual terms of the note.  Nonaccrual
loans and leases are classified as impaired.  Also included as
impaired loans were $29.5 million in loans that were still on accrual basis and
are not delinquent, but analysis shows that the borrowers had cash flow
difficulties to the extent that it was prudent to consider these loans
impaired.  Of these loans still on accrual basis and not delinquent,
$22.3 million were considered restructured as the Company has made concessions
to the borrowers.  Impaired loans and leases are carried at the
present value of expected cash flows discounted at the loan’s effective interest
rate or at the fair value of the collateral, if the loan or lease is collateral
dependent.  At June 30, 2010, $8.2 million of the allowance for loan
and lease losses was allocated to the impaired loans.







29





NORTHERN STATES FINANCIAL
CORPORATION

















Management
continues to emphasize the early identification of loan-related problems and
remains aggressive in pursuing resolution strategies.  The Company has
adopted a more stringent and disciplined loan underwriting policy in regards to
relationship size and out of market credits.  The Company continues to
be an active lender for its current customers as well as qualifying prospective
loan customers.











TABLE
8





NORTHERN
STATES FINANCIAL CORPORATION


NONPERFORMING
ASSETS


($
000’s)





June
      30,
                2010
            
            
            December
      31,
                2009Loans
      and leasesNonaccrual
      status
            
            $
            40,754
            
            
            $
            41,58990
      days or more past due, still accruing
            
            
            2,007
            
            
            
            30Total
      nonperforming loans and leases
            
            
            42,761
            
            
            
            41,619Other
      real estate owned
            
            
            23,635
            
            
            
            19,198Total
      nonperforming assets
            
            $
            66,396
            
            
            $
            60,817Nonperforming
      loans and leases as a percentage of total loans, net of unearned income
      and deferred loan fees
            
            
            10.61
            %
            
            
            9.65
            %Nonperforming
      assets as a percentage of total assets
            
            
            11.94
            %
            
            
            9.77
            %Nonperforming
      loans and leases as a percentage of the allowance for loan
      losses
            
            
            250.40
            %
            
            
            230.87
            %








Another
component of nonperforming assets is other real estate owned, consisting of
assets acquired through loan foreclosure and repossession. At June 30, 2010,
other real estate owned totaled $23.6 million, an increase of $4.4 million from
$19.2 million at December 31, 2009.  During the six months ended June
30, 2010, the Company sold ten properties carried at $4.1 million and recognized
a net gain on the sale of these properties of $400,000 and received net proceeds
of $4.5 million.  The Company had additions to other real estate owned
as $9.9 million was transferred from loans.





The
Company’s other real estate portfolio at June 30, 2010 consisted primarily of
$17.5 million of commercial real estate of which approximately $10.2 million was
office buildings and $5.0 million was lumberyards.   Other real
estate owned also consists of $4.1 million in construction and land development
properties and $2.0 million in 1-4 family homes.  The Company is
actively marketing these properties for sale.





30





NORTHERN STATES FINANCIAL
CORPORATION




















TABLE
9


NORTHERN
STATES FINANCIAL CORPORATION


OTHER
REAL ESTATE OWNED


($
000’s)





June
      30,
                2010
              
              
              December
      31,
                2009Real
      estate – construction and land development
              
              $
              4,114
              
              
              $
              3,765Real
      estate – 1-4 family
              
              
              2,036
              
              
              
              1,680Real
      estate – commercial
              
              
              17,485
              
              
              
              13,753Total
      other real estate owned
              
              $
              23,635
              
              
              $
              19,198
   Six
      months endedJune
      30,
                2010
              
              
              June
      30,
                2009Balance
      beginning of the period
              
              $
              19,198
              
              
              $
              10,575Additions
              
              
              9,931
              
              
              
              1,611Improvements
              
              
              34
              
              
              
              61Sales
      proceeds
              
              
              (4,504
              )
              
              
              (4,596
              )Gains
      (losses) on sales
              
              
              400
              
              
              
              (1,636
              )Write-downs
              
              
              (1,424
              )
              
              
              0Balance
      at end of period
              
              $
              23,635
              
              
              $
              6,015





Other
real estate owned includes a property acquired in 1987 through the receipt of
deed in lieu of foreclosure that was classified as a construction and land
development property as it consists of approximately 525,000 square feet of
vacant land.  This property was a former commercial/industrial site
and is located in Waukegan, Illinois, overlooking Lake Michigan, with a carrying
value of $2.1 million at June 30, 2010.  The Company is attempting to
sell this property through the Bank’s subsidiary, Northern States Community
Development Corporation as part of the City of Waukegan’s lakefront development
plans.





Environmental
remediation costs may be incurred in disposing of this
property.  During the fourth quarter of 2009, the Company had an
independent environmental consultant update its opinion as to estimated
environmental remediation costs with this property.  This updated
report estimated that there were remaining costs of $104,000 to achieve
acceptable levels of contaminants for commercial/industrial or restricted
residential land use and to prevent migration of the contaminants to adjoining
off-site properties and Lake Michigan.  No determination has been made
as to the ultimate end use of the property, which would need to be approved by
the City of Waukegan as part of its Lakefront Downtown Master Plan. The
appraised value of the property supports the Bank’s carrying value, plus the
estimated remediation costs and as such, at this time, no liability has been
recorded for these estimated environmental remediation costs.





The fair
value of other real estate owned is reviewed by management at least quarterly to
help ensure the reasonableness of its carrying value, which is lower of cost or
the fair value less estimated selling costs.  During the second
quarter of 2010 this review resulted in the write-down to the valuation of other
real estate owned of $1.4 million.








31





NORTHERN STATES FINANCIAL
CORPORATION








NONINTEREST
INCOME





Noninterest
income for the three months ended June 30, 2010 was $918,000 as compared with
$545,000 for the three months ended June 30, 2009, an increase of
$373,000.  During the second quarter of 2010 the Company booked gains
on the sales of other real estate owned of $262,000 as compared with only
$37,000 for the same quarter last year.  Noninterest income also
increased during the second quarter of 2010 as the Company recognized decreased
net securities impairment losses of $417,000 as compared with to $628,000 last
year.




For the
six months ended June 30, 2010, the Company recognized noninterest income of
$2.5 million as compared with a net loss of $180,000 for the same time period of
last year.  The increase to noninterest income of $2.7 million for the
first half of 2010 is attributable to the net gains on the sale of securities of
$653,000 and on the sale of other real estate owned of $400,000.  This
compares with net losses on the sale of other real estate owned of $1.6 million
during the first half of 2009.






NONINTEREST
EXPENSE





Noninterest
expense for the quarter ended June 30, 2010 was $5.7 million, decreasing $9.1
million from $14.8 million for the same quarter last year. The lower second
quarter 2010 noninterest expense was primarily due to the $9.5 million one-time
write-down of goodwill during the second quarter of
2009.   Contributing to the decreases to noninterest income for
the second quarter 2010 was decreases in salaries and employee benefits of
$372,000 as compared with the same quarter of 2009 as executive salaries were
reduced during 2010 and the number of employees declined by 13 at June 30, 2010
compared with staff levels at June 30, 2009.  The Company had combined
reductions of $798,000 for legal, FDIC insurance and other operating expenses
for the second quarter of 2010 as compared with the same quarter of
2009.  These declines were offset by the $1.4 million write-down of
other real estate owned during the second quarter of 2010 and the increases to
audit and other professional fees of $199,000 as the Company responded to the
Consent Order.




For the
six month ended June 30, 2010 the Company had noninterest expense of $10.2
million as compared with $19.6 million for the same six months of 2009, a
decrease of $9.4 million.  The decrease to noninterest expense was
attributable to the $9.5 million one-time write-down of goodwill during the
second quarter of 2009.  Salaries and employee benefits decreased
$678,000 for the first half 2010 as compared with the first half of 2009 as
executive salaries were reduced and the number of employees
decreased.  The Company had combined reductions of $889,000 for
occupancy, legal, FDIC insurance and other operating expenses for the six months
ended June 30, 2010 as compared with the same six months of 2009 because the
Company reviewed and reduced expenses.  These declines were offset by
the $1.4 million write-down of other real estate owned during the second quarter
of 2010 and increases to audit and other professional fees of $211,000 as the
Company responded to the Consent Order.







FEDERAL
AND STATE INCOME TAXES





For the
three months ended June 30, 2010, the Company calculated an income tax benefit
totaling $239,000 on the second quarter 2010 pretax loss of
$574,000.  The Company booked the tax benefit of $239,000 as a
deferred tax asset.  However, per accounting requirements, the Company
increased the deferred tax asset valuation allowance in the second quarter of
2010 by $239,000 and, as a result, did not recognize any tax benefit during the
quarter.  In order to take advantage of the tax benefits for its
losses, the Company must analyze and show positive evidence, such as generating
positive taxable income for a number of consecutive reporting periods, that it
will more likely than not be able to use the tax benefit in future
periods.  At June 30, 2010, the Company had a net deferred tax asset,
exclusive of the deferred tax liability related to the unrealized gain on
securities available for sale, of $14.9 million that was offset by
a





32





NORTHERN STATES FINANCIAL
CORPORATION










deferred
tax asset valuation allowance for the same amount.  During the second
quarter of 2009, the Company recognized a tax benefit of $1.5 million on its
pretax loss of $13.3 million.





For the
six months ended June 30, 2010, the Company calculated an income tax benefit
totaling $1.0 million on the 2010 pretax loss for the first six months of $2.6
million.  The Company booked the tax benefit as a deferred tax asset
and, per accounting requirements, the Company increased the corresponding amount
to the deferred tax asset valuation allowance resulting in no tax benefit for
the first half of 2010.  The Company recognized a tax benefit of $2.5
million for the first half of 2009 on its pretax loss of $15.8
million.








REGULATORY
ISSUES





Following
a joint examination of the Bank by the Federal Deposit Insurance Corporation
(“FDIC”) and the Illinois Department of Financial and Professional Regulation
(“IDFPR”), the Board of Directors of the Bank approved and signed on September
21, 2009, a memorandum of understanding (“MOU”) concerning its commitment to
enhance certain areas of the Bank’s operation as identified during the
regulators’ examination of the Bank.




Following
a review of the Company by the Federal Reserve Bank of Chicago (“Federal
Reserve”), the Board of Directors of the Company adopted a Board Resolution
dated November 17, 2009 whereby the Company agreed to obtain written approval
from the Federal Reserve prior to (1) paying dividends to common or preferred
stockholders (2) increasing holding company level debt or subordinated
debentures issued in conjunction with trust preferred securities obligations and
(3) paying interest on its existing subordinated debentures.





In
response, in November 2009, the Company notified the U.S. Treasury Department
(“Treasury”) of its intent to suspend its dividend payments on its Fixed Rate
Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”). The
suspension of the dividend payments is permissible under the terms of the
Troubled Asset Relief Program (“TARP”) Capital Purchase Program (“CPP”), but the
dividend is a cumulative dividend and failure to pay dividends for six dividend
periods would trigger board of director appointment rights for the holder of the
Series A Preferred Stock. While dividends are being deferred on the preferred
stock issued under the TARP Capital Purchase Program, the Company may not pay
dividends on its common stock. Also, per the Board Resolution, in November 2009,
the Company notified the trustee that holds the Company’s junior subordinated
debentures relating to its trust preferred securities that the Company would be
deferring its regularly scheduled quarterly interest payments. The Company has
the right to defer the payment of interest on the junior subordinated debentures
at any time, for a period not to exceed 20 consecutive quarters. During the
deferral period, the Company may not pay any dividends on its common or
preferred stock. Accordingly, the Company may not now pay dividends on its
common stock for the foreseeable future.







33





NORTHERN STATES FINANCIAL
CORPORATION








On April
16, 2010, the Bank and the FDIC and the IDFPR entered into a final joint Consent
Order, which replaced the MOU.  Various items required of the Bank, as
agreed to under the Consent Order, are described in Note 6-“Consent Order” in
this document in the notes to interim condensed consolidated financial
statements.




Because
the Consent Order establishes specific capital amounts to be maintained by the
Bank, the Bank may not be considered better than “adequately capitalized” for
capital adequacy purposes, even if the Bank exceeds the levels of capital set
forth in the Consent Order. Currently, the Bank exceeds the capital levels
established by the FDIC and the IDFPR in the Consent Order.




As an
adequately capitalized institution, the Bank may not accept, renew or roll over
brokered deposits without prior approval of the FDIC.  Brokered
deposits also include deposits with rates of interest that are more than 75
basis points above the rate applicable to the applicable market of the Bank as
determined by the FDIC.  As of June 30, 2010, 8.1 percent of the
Bank’s deposits were brokered deposits.  The Bank believes it will be
able to find alternative funding sources for these brokered deposits as they
mature.  Replacement funding sources for the maturing brokered
deposits include, among other sources: the growth of core deposits from current
and new retail and commercial customers; internet advertised wholesale time
deposits; scheduled repayments on existing loans; and the possible sale of
investment securities.  The Bank has received designation by the FDIC
that the Bank is operating in a high rate area, which allows the Bank to use a
local average deposit rates as a basis for setting competitive rates on its
deposits.




Any
material failure to comply with the provisions of the Consent Order could result
in additional enforcement actions by the FDIC as allowed by 12 U.S.C. §1818 and
the IDFPR. While the Company intends to take such actions as may be necessary to
enable the Bank to comply with the requirements of the Consent Order, there can
be no assurance that the Bank will be able to comply fully with the provisions
of the Consent Order, or that efforts to comply with the Consent Order will not
have adverse effects on the operations and financial condition of the Company
and the Bank.




Management
and the Board of Directors are committed to complying with the terms of the
Consent Order, and have already taken, and continue to take, numerous steps to
address these matters.  The Bank will report to the FDIC and the IDFPR
quarterly regarding its progress in complying with the provisions included in
the Consent Order.  Compliance with the terms of the Consent Order
will be an ongoing priority for management of the Bank.  See also
Note 7-“Management Plans” to the interim consolidated financial statement
included herein.




In July
2010, Congress enacted regulatory reform legislation known as the Dodd-Frank
Wall Street Reform and Consumer Protection Act, which the President signed into
law on July 21, 2010. This new law broadly affects the financial services
industry by establishing a framework for systemic risk oversight, creating a
resolution authority, mandating higher capital and liquidity requirements,
requiring banks to pay increased fees to regulatory agencies and containing
numerous other provisions aimed at strengthening the sound operation of the
financial services sector. Many aspects of the law are subject to further
rulemaking and will take effect over several years, making it difficult to
anticipate the overall financial impact to the Company or across the
industry.






CONTRACTUAL OBLIGATIONS AND
OFF-BALANCE SHEET ARRANGEMENTS







The
Company has contractual obligations that may not appear on the balance
sheet.  Table 10 presents the Company’s significant fixed and
determinable contractual obligations as of June 30, 2010, by payment
date.  The payment amounts in Table 10 represent those amounts
contractually due to the recipient and do not include any unamortized premiums
or discounts or similar carrying amount adjustments.







34





NORTHERN STATES FINANCIAL
CORPORATION








TABLE
10





NORTHERN
STATES FINANCIAL CORPORATION


CONTRACTUAL
OBLIGATIONS


As of
June 30, 2010


($
000s)





Contractual
      obligations
            
            One
      year
                or
      less
            
            
            Greater
      than
                1
      yr. and less
                than
      or equal
                to
      3 yrs.
            
            
            Greater
      than
                3
      yrs. and less
                than
      or equal
                to
      5 yrs.
            
            
            Greater
      than
                5
      yrs.
            
            
            TotalLong-term
      debtSubordinated
      debentures
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            10,000
            
            
            $
            10,000Time
      deposits
            
            
            198,778
            
            
            
            25,928
            
            
            
            0
            
            
            
            0
            
            
            
            224,706Other
      contractual obligations
              Standby
      letters of credit
            
            
            6,208
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            6,208







ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.







The
Company’s primary market risk exposure is interest rate risk and, to a lesser
extent, liquidity risk. Interest rate risk is the exposure of a banking
organization’s financial condition to adverse movements in interest
rates.  The Company seeks to achieve consistent growth in net interest
income and net income while managing volatility that arises from shifts in
interest rates.  The Company’s Asset and Liability Management
Committee (“ALCO”) oversees interest rate risk programs instituted by management
and measurements of interest rate risk verifying that they are within authorized
limits set by the Company’s Board of Directors.




Evaluating
a financial institution’s exposure to changes in interest rates includes
assessing both the adequacy of the management process used to control interest
rate risk and the organization’s quantitative level of exposure.  When
assessing the interest rate risk management process, the Company seeks to ensure
that appropriate policies, procedures, management information systems and
internal controls are in place to maintain interest rate risk at prudent levels
with consistency and continuity.  Evaluating the quantitative level of
interest rate risk exposure requires the Company to assess the existing and
potential future effects of changes in interest rates on its consolidated
financial condition, including capital adequacy, earnings, liquidity, and, where
appropriate, asset quality.





The
primary approach used by management to analyze interest rate risk is to
periodically evaluate the “shock” to net interest income of an assumed
instantaneous decrease and increase in rates of 1% and 2% using computer
simulation to show the effect of rate changes on the base 12-month projected net
interest income.  This approach falls under the broad definition of
asset/liability management.





Several
ways the Company can manage interest rate risk include: selling existing assets
or repaying certain liabilities and matching repricing periods for new assets
and liabilities, for example, by shortening terms of new loans or
securities.  Financial institutions are also subject to prepayment
risk in a falling rate environment.  For example, a debtor may prepay
financial assets so that the debtor may refinance obligations at new, lower
rates.  Prepayments of assets carrying higher rates reduce the
Company’s interest income and overall asset yields.  The Company
attempts to lessen prepayment risk by having prepayment penalties on commercial
purpose loans.  A large portion of an institution’s liabilities may be
short term or due on demand, while most of its assets may be invested in
longer-term loans or securities. Accordingly, the Company seeks to have in place
sources of cash to meet short-term demands.  These funds can be
obtained by increasing deposits, borrowing, or selling assets.








35





NORTHERN STATES FINANCIAL
CORPORATION











TABLE
11





NORTHERN
STATES FINANCIAL CORPORATION


EFFECT OF
INTEREST SHOCKS ON NET INTEREST INCOME


as of
June 30, 2010 and December 31, 2009


($000s)








Immediate
      Change in Rates-2.00
            %
            
            
            -1.00
            %
            
            
            +1.00
            %
            
            
            +2.00
            %June
      30, 2010:Dollar
      Change from Base Forecast
            
            $
            (1,555
            )
            
            $
            (329
            )
            
            $
            320
            
            
            $
            660Percent
      Change from Base Forecast
            
            
            -8.57
            %
            
            
            -1.81
            %
            
            
            1.76
            %
            
            
            3.64
            %December
      31, 2009:Dollar
      Change from Base Forecast
            
            $
            (427
            )
            
            $
            (17
            )
            
            $
            (2
            )
            
            $
            (59
            )Percent
      Change from Base Forecast
            
            
            -2.35
            %
            
            
            -0.09
            %
            
            
            -0.01
            %
            
            
            -0.33
            %





Financial
institutions are also subject to interest rate risk in a rising rate
environment.  Call features on securities may not be exercised and
lower yielding securities may remain in the Company’s securities portfolio until
maturity.




At June
30, 2010 the projected annual net interest income increases $660,000 when rates
are shocked upward 2% while projected net interest income decreases $1.6 million
for a 2% downward rate shock.  Interest rates at June 30, 2010 were
very low, as evidenced by the prime lending rate being at 3.25 percent, its
lowest level since 1955.  Many deposit rates could not go down 200
basis points as the deposit rate would then become negative.  As such,
the rate shocks downward would lower interest income earned on loans and
investments to a greater extent than interest paid on deposits and borrowings,
thereby causing net interest income to decline.  Management believes
that it is highly unlikely that rates will decrease further in the near
future.




At both
June 30, 2010 and December 31, 2009, the percentage changes from the base
forecasted 12-month net interest income were within the Company’s policy
guidelines.








ITEM 4. CONTROLS AND
PROCEDURES.





The
Company’s management has evaluated, with the participation of the President and
Chief Executive Officer, and Vice President and Chief Financial Officer, the
Company’s disclosure controls and procedures (as such term is defined in Rule
13a – 15(e) under the Securities Exchange Act of 1934) as of the end of the
period covered by this report.  Based on that evaluation, the
President and Chief Executive Officer, and Vice President and Chief Financial
Officer have concluded that these controls and procedures were effective as of
such date.  There were no changes in internal control over financial
reporting (as such term is defined in Rule 13a – 15(f) under the Securities
Exchange Act of 1934) that occurred during the second quarter of 2010 that
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.










36





NORTHERN STATES FINANCIAL
CORPORATION













PART II. OTHER
INFORMATION
  ITEM 1.  LEGAL PROCEEDINGS.







From time
to time, due to the nature of its business, the Company and its subsidiaries are
often subject to various legal actions.  These legal actions, whether
pending or threatened, arise through the normal course of business and neither
the Company nor any of its subsidiaries are currently involved in any
proceedings that would, in management’s judgment, have a material adverse effect
on the Company’s business, results of operations, financial condition or cash
flows.






ITEM 1A.  RISK
FACTORS.







In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in response to Item 1A to Part I in our Annual
Report on Form 10-K for the year ended December 31, 2009, which could materially
affect our business, financial condition or future results.  Other
than updating the following risk factor: “Regulatory Risk,” as set forth below,
there have been no material changes from the risk factors as disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2009.




Regulatory Risk — We are
subject to extensive supervision, regulation and examination. This regulatory
structure gives the regulatory authorities extensive discretion in connection
with their supervisory and enforcement activities and examination policies to
address not only compliance with applicable laws and regulations (including laws
and regulations governing consumer credit, and anti-money laundering and
anti-terrorism laws), but also capital adequacy, asset quality and risk,
management ability and performance, earnings, liquidity, and various other
factors. As part of this regulatory structure, we are subject to policies and
other guidance developed by the regulatory agencies with respect to capital
levels, the timing and amount of dividend payments, the classification of assets
and the establishment of adequate loan loss reserves for regulatory
purposes.




Under
this structure the regulatory agencies have broad discretion to impose
restrictions and limitations on our operations if they determine, among other
things, that our operations are unsafe or unsound, fail to comply with
applicable law or are otherwise inconsistent with laws and regulations or with
the supervisory policies of these agencies. This supervisory framework could
materially impact the conduct, growth and profitability of our operations. Any
failure on our part to comply with current laws, regulations, other regulatory
requirements or safe and sound banking practices or concerns about our financial
condition, or any related regulatory sanctions or adverse actions against us,
could increase our costs or restrict our ability to operate our business and
result in damage to our reputation.




The
Company’s ongoing participation in the Treasury’s TARP CPP creates additional
regulatory oversight and compliance. The TARP regulations place limitations on
compensation for executive officers and on dividend payments. These regulations
may affect the ability of the Company to recruit and keep management. The
regulations pertaining to TARP could affect the Company’s ability to operate in
a competitive environment.




On July
21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, a
sweeping financial reform bill, was signed into law.  This new law
will result in a number of new regulations that potentially could impact
community banks.  The act includes, among other things, provisions
establishing a Bureau of Consumer Financial Protection, which will have broad
authority to develop and implement rules regarding most consumer financial
products; provisions affecting corporate governance and executive compensation
at all publicly traded companies; provisions that would broaden the base for
FDIC insurance assessments and permanently increase FDIC deposit insurance to
$250,000; and new restrictions on how mortgage brokers and loan originators may
be compensated.  These provisions, or any other aspects of current
proposed regulatory or legislative changes to laws applicable to the financial
industry, if enacted or







37





NORTHERN STATES FINANCIAL
CORPORATION








adopted,
may impact the profitability of our business activities or change certain of our
business practices, including our ability to offer new products, obtain
financing, attract deposits, make loans and achieve satisfactory interest
spreads, and could expose us to additional costs, including increased compliance
costs.  These changes also may require us to invest significant
management attention and resources to make any necessary changes to our business
in order to comply, and could therefore also materially adversely affect our
business, financial condition and results of operations.  See
“Supervision and Regulation”.







ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





None.






ITEM
3.  DEFAULTS UPON SENIOR SECURITIES.






None.






ITEM
4.  (REMOVED AND RESERVED).









ITEM
5.  OTHER INFORMATION.







None.








ITEM
6.  EXHIBITS.





(a)
            Exhibits.





Exhibit
3.1 Certificate of Incorporation of the Company, as amended (incorporated herein
by reference to the Company’s Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 000-19300)).




Exhibit
3.2 Certificate of Amendment of the Certificate of Incorporation of the Company,
as amended, dated April 27, 1998 (incorporated herein by reference to Exhibit
3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 000-19300) filed on March 25, 2009).




Exhibit
3.3 Certificate of Amendment of the Certificate of Incorporation of the Company,
as amended, dated January 20, 2009 (incorporated herein by reference to Exhibit
3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 000-19300) filed on March 25, 2009).




Exhibit
3.4 Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, dated February 18, 2009 (incorporated herein by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-19300)
filed on February 20, 2009).




Exhibit
3.5 Amended and Restated By-laws of the Company dated April 20, 2004
(incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly
Report on Form 10-Q (File No. 000-19300) filed on May 10, 2004).







38





NORTHERN STATES FINANCIAL
CORPORATION










Exhibit
4.1 Form of Certificate of the Preferred Stock (incorporated herein by reference
to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-19300)
filed on February 20, 2009).




Exhibit
4.2 Warrant to purchase shares of Common Stock (incorporated herein by reference
to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 000-19300)
filed on February 20, 2009).




Exhibit
11.1  Statement of Computation of per share earnings. (Contained in
Notes 1 and 3 to the condensed consolidated financial statements.)




Exhibit
31.1 Section 302 Certification of President and Chief Executive
Officer.




Exhibit
31.2 Section 302 Certification of Vice President and Chief Financial
Officer.




Exhibit
32.1 Section 906 Certification.







39





NORTHERN STATES FINANCIAL
CORPORATION


FORM
10-Q


June 30,
2010

















SIGNATURES














Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report on Form 10-Q to be signed on its behalf by the
undersigned thereunto duly authorized.





NORTHERN
      STATES FINANCIAL CORPORATION
                (Registrant)Date:  July
      29, 2010
              By:  /s/ Scott
      Yelvington
                Scott
      Yelvington
                President
      and Chief Executive
                OfficerDate:  July
      29,
      2010
              By:  /s/ Brett
      Houston
                Brett
      Houston
                Vice
      President and Chief Financial
                Officer





40





NORTHERN STATES FINANCIAL
CORPORATION


FORM
10-Q


June 30,
2010








EXHIBIT
INDEX










Exhibits







Exhibit
3.1 Certificate of Incorporation of the Company, as amended (incorporated herein
by reference to the Company’s Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 000-19300)).





Exhibit
3.2 Certificate of Amendment of the Certificate of Incorporation of the Company,
as amended dated April 27, 1998 (incorporated herein by reference to Exhibit 3.2
to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008
(File No. 000-19300) filed on March 25, 2009).





Exhibit
3.3 Certificate of Amendment of the Certificate of Incorporation of the Company,
as amended dated January 20, 2009 (incorporated herein by reference to Exhibit
3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 000-19300) filed on March 25, 2009).





Exhibit
3.4 Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, dated February 18, 2009 (incorporated herein by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-19300)
filed on February 20, 2009).





Exhibit
3.5 Amended and Restated By-laws of the Company dated April 20, 2004
(incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly
Report on Form 10-Q (File No. 000-19300) filed on May 10, 2004).





Exhibit
4.1 Form of Certificate of the Preferred Stock (incorporated herein by reference
to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-19300)
filed on February 20, 2009).





Exhibit
4.2 Warrant to purchase shares of Common Stock (incorporated herein by reference
to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 000-19300)
filed on February 20, 2009).





Exhibit
11.1  Statement of Computation of per share earnings. (Contained in
Notes 1 and 3 to the condensed consolidated financial statements.)





Exhibit
31.1 Section 302 Certification of President and Chief Executive
Officer.





Exhibit
31.2 Section 302 Certification of Vice President and Chief Financial
Officer.





Exhibit
32.1 Section 906 Certification.






41