<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

      [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                    For fiscal year ended December 31, 1996
                                      OR
      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
              For transition period from __________ to __________

                        Commission File Number 0 -17609

                              WEST SUBURBAN BANCORP, INC.
          -------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

     ILLINOIS                                           36-3452469
----------------------------------    ---------------------------------------
  (State or other jurisdiction        (I.R.S. Employer Identification Number)
of incorporation or organization)

711 SOUTH MEYERS ROAD, LOMBARD, ILLINOIS                        60148
-----------------------------------------                    -----------
(Address of principal executive offices)                      (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (630) 629-4200
-------------------------------------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
-----------------------------------------------------------

                                        Name of Each Exchange
     Title of Each Class                 on which Registered
     -------------------                ---------------------
            NONE                                 NONE

Securities registered pursuant to Section 12(g) of the Act:
-----------------------------------------------------------

                      CLASS A COMMON STOCK, NO PAR VALUE
                      ----------------------------------
                               (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes  X  No
                                                  ----    ----

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this 10-K or
any amendment to this form 10-K [X]



<PAGE>

     The aggregate market value of voting common stock of Registrant held by
non-affiliates as of December 31, 1996 was $80,663,100 (1). At December 31,
1996, the total number of shares of Class A Common Stock outstanding was
347,015 and the total number of shares of Class B Common Stock outstanding
was 85,480.

Documents Incorporated by Reference:

     Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1996 are incorporated by reference into Parts I, II and IV hereof,
to the extent indicated herein. Portions of the Proxy Statement for the Annual
Meeting of Shareholders to be held May 14, 1997 are incorporated by reference
in Part III hereof, to the extent indicated herein.






________________________

(1)  Based on the last reported price of an actual transaction in Registrant's
     common stock on February 17, 1997, and reports of beneficial ownership
     filed by directors and executive officers of Registrant and by beneficial
     owners of more than 5% of the outstanding shares of common stock of
     Registrant; however, such determination of shares owned by affiliates does
     not constitute an admission of affiliate status or beneficial interest in
     shares of common stock of Registrant.


                                       2

<PAGE>


                          WEST SUBURBAN BANCORP, INC.

                          1996 Form 10-K Annual Report

                               Table of Contents


                                    PART I
                                                                SEQUENTIAL
                                                                PAGE NUMBER

Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . .      4
Item 2.   Properties . . . . . . . . . . . . . . . . . . . . . .     22
Item 3.   Legal Proceedings  . . . . . . . . . . . . . . . . . .     25
Item 4.   Submission of Matters to a Vote of Security Holders. .     25


                                   PART II

Item 5.   Market for Registrant's Common Equity and Related
           Stockholder Matters . . . . . . . . . . . . . . . . .     26
Item 6.   Selected Financial Data  . . . . . . . . . . . . . . .     26
Item 7.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations . . . . . . . . .     27
Item 8.   Financial Statements and Supplementary Data  . . . . .     27
Item 9.   Changes in and Disagreements With Accountants
           on Accounting and Financial Matters . . . . . . . . .     27

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant . .     28
Item 11.  Executive Compensation . . . . . . . . . . . . . . . .     28
Item 12.  Security Ownership of Certain Beneficial Owners
           and Management  . . . . . . . . . . . . . . . . . . .     28
Item 13.  Certain Relationships and Related Transactions . . . .     28


                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules
           and Reports on Form 8-K . . . . . . . . . . . . . . .     29

Form 10-K Signature Page . . . . . . . . . . . . . . . . . . . .     31


                                      3

<PAGE>

This report may contain certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of indicating such intent.
Forward-looking statements which are based on certain assumptions and
describe future plans, strategies and expectations of the Company, are
generally identifiable by use of the words "believe", "expect", "intend",
"anticipate", "estimate", "project" or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies
is inherently uncertain. Factors which could have a material adverse affect
on the operations and future prospects of West Suburban Bancorp, Inc. and its
subsidiaries include, but are not limited to, changes in interest rates,
general economic conditions, 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 quality or composition of the
loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Company's market area and
accounting principles, policies and guidelines. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements. Further information
concerning the Company and its business, including additional factors that
could materially affect the Company's financial results, is included in the
Company's filings with the Securities and Exchange Commission.

                                    PART I
ITEM 1.   BUSINESS

REGISTRANT AND ITS SUBSIDIARIES

West Suburban Bancorp, Inc., an Illinois corporation (the "Company"), is a
multi-bank holding company registered under the Bank Holding Company Act of
1956, as amended (the "BHC Act"), and a thrift holding company registered
under the Home Owner's Loan Act, as amended (the "HOLA"). The Company's
operating subsidiaries consist of: West Suburban Bank, Lombard, Illinois;
West Suburban Bank of Downers Grove/Lombard, Downers Grove, Illinois; West
Suburban Bank of Darien, Darien, Illinois; West Suburban Bank of Carol
Stream/Stratford Square, Bloomingdale, Illinois; and West Suburban Bank of
Aurora, F.S.B., Aurora, Illinois. West Suburban Bank, West Suburban Bank of
Downers Grove/Lombard, West Suburban Bank of Darien and West Suburban Bank of
Carol Stream/Stratford Square may be referred to collectively as the "Bank
Subsidiaries", West Suburban Bank of Aurora, F.S.B. may be referred to as
"WSB Aurora" and the Bank Subsidiaries and WSB Aurora may be referred to
collectively as the "Subsidiaries".

The Company was incorporated in 1986 and became the parent bank holding
company of the Bank Subsidiaries in 1988. On July 13, 1990, the Company
acquired WSB Aurora, a federally-chartered thrift, thereby also becoming a
thrift holding company.

The Subsidiaries are headquartered in the western suburbs of Chicago among
some of the faster growing areas in Illinois. Due to the nature of the market
areas served by the Subsidiaries, the Subsidiaries provide a wide range of
financial services to individuals and small and medium sized businesses. The
western suburbs of Chicago have a diversified economy, with many new
corporate headquarters and numerous small and medium sized industrial and
non-industrial businesses providing employment.

The Subsidiaries engage in a general full service retail banking business and
offer a broad variety of consumer and commercial products and services. The
Subsidiaries also offer trust services, safe deposit boxes and extended
banking hours, including Sunday hours and 24-hour banking through either a
proprietary network of 36 automated teller machines ("ATMs") or Tele-Bank 24,
a bank-by-phone system. Other consumer related services are available
including financial services and a competitively priced VISA card through
West Suburban Bank Card Services. During 1995, the Subsidiaries began to


                                   4

<PAGE>

offer their customers a debit card called the West Suburban Bank Check Card.
The West Suburban Bank Check Card allows customers to make purchases with
funds from their checking accounts without writing checks.

Although each Subsidiary operates under the direction of its own board of
directors, the Company has standard operating policies regarding
asset/liability management, liquidity management, investment management,
lending practices and deposit structure management. The Company has
historically centralized certain operations where economies of scale can be
achieved. Additionally, during January, 1997, the Subsidiaries entered into
an agreement pursuant to which they will be merged into a single bank that
will operate under the name "West Suburban Bank". The Company anticipates
that the merger of the Subsidiaries will be completed during the second
quarter of 1997.




                                      5
<PAGE>
The following table sets forth financial and other information concerning the
Subsidiaries as of December 31, 1996:
<TABLE>
<CAPTION>

                  SUBSIDIARIES OF WEST SUBURBAN BANCORP, INC. (1)
                              (Dollars in thousands)


Name of Subsidiary                                                                                          Return on Average
(Year Formed/Year                                                         Shareholder's                  ----------------------
Affiliated With the Parent)    Number of Locations(2)  Total Assets          Equity         Net Income      Assets     Equity
----------------------------  ------------------------ --------------- ------------------ -------------  ----------  ----------
<S>                               <C>                  <C>                <C>             <C>            <C>        <C>
West Suburban Bank
  (1962/1988)                          29                 $486,789           $37,825         $4,794          1.1%      12.9%
West Suburban Bank of
  Downers Grove/
  Lombard
  (1972/1988)                          29                  147,596            15,761          2,336          1.6%      15.2%
West Suburban Bank of
  Darien
  (1973/1988)                          29                  236,723            20,959          3,532          1.6%      17.6%
West Suburban Bank
  of Carol Stream/
  Stratford Square
  (1975/1988)                          29                  214,295            16,385          2,842          1.5%      18.0%
West Suburban Bank
  of Aurora, F.S.B.
  (1926/1990)                           3                  159,477            17,663          2,587          1.7%      14.9%

</TABLE>
________________

(1)  The data presented in this table is not intended to present the
     Company's consolidated financial results for 1996. The Company's
     consolidated financial statements are provided in this Form 10-K in
     response to Item 14.

(2)  The number of locations reflected for the Bank Subsidiaries includes all
     facilities at which customers of any Bank Subsidiary can conduct their
     banking business, and includes a facility which consists solely of a
     proprietary stand-alone ATM facility.

COMPETITION

The Company encounters competition in all areas of its business pursuits. It
competes for loans, deposits, fiduciary and other services with financial and
other institutions located both within and outside of its market area. In order
to compete effectively, to develop its market base, to maintain flexibility and
to move in pace with changing economic and social conditions, the Company
continuously refines and develops its products and services. The principal
methods of competition in the financial services industry are price, service
and convenience.

EMPLOYEES

The Company employed 646 persons (533 full time equivalent employees) on
December 31, 1996. The Company believes that its relations with its employees
are good.

                                      6
<PAGE>


SUPERVISION AND REGULATION


General

Financial institutions and their holding companies are extensively regulated
under federal and state law. As a result, the growth and earnings performance
of the Company can be affected not only by management decisions and general
economic conditions, but also by the requirements of applicable state and
federal statutes and regulations and the policies of various governmental
regulatory authorities including, but not limited to, the Board of Governors
of the Federal Reserve System (the "FRB"), the Federal Deposit Insurance
Corporation (the "FDIC"), the Illinois Commissioner of Banks and Real Estate
(the "Commissioner"), the Office of Thrift Supervision (the "OTS"), the
Internal Revenue Service and state taxing authorities and the Securities and
Exchange Commission (the "SEC"). The effect of such statutes, regulations and
policies can be significant, and cannot be predicted with a high degree of
certainty.

Federal and state laws and regulations generally applicable to financial
institutions, such as the Company and the Subsidiaries, regulate, among other
things, the scope of business, investments, reserves against deposits,
capital levels relative to operations, the nature and amount of collateral
for loans, the establishment of branches, mergers, consolidations and
dividends. The system of supervision and regulation applicable to the Company
and the Subsidiaries establishes a comprehensive framework for their
respective operations and is intended primarily for the protection of the
FDIC's deposit insurance funds and the depositors, rather than the
shareholders, of financial institutions.

The following references to material statutes and regulations affecting the
Company and the Subsidiaries are brief summaries thereof and do not purport
to be complete, and are qualified in their entirety by reference to such
statutes and regulations. Any change in applicable law or regulations may
have a material effect on the business of the Company and the Subsidiaries.

Recent Regulatory Developments

On September 30, 1996, President Clinton signed into law the "Economic Growth
and Regulatory Paperwork Reduction Act of 1996" (the "Regulatory Reduction
Act"). Subtitle G of the Regulatory Reduction Act consists of the "Deposit
Insurance Funds Act of 1996" (the "DIFA"). The DIFA provides for a one-time
special assessment on each depository institution holding deposits subject to
assessment by the FDIC for the Savings Association Insurance Fund (the
"SAIF") in an amount which, in the aggregate, will increase the designated
reserve ratio of the SAIF (I.E., the ratio of the insurance reserves of the
SAIF to total SAIF-insured deposits) to 1.25% on October 1, 1996. Subject to
certain exceptions, the special assessment was payable in full on November
27, 1996. As a SAIF-member, WSB Aurora was subject to the special assessment.
None of the Bank Subsidiaries, however, holds any SAIF-assessable deposits
and, therefore, none of the Bank Subsidiaries was subject to the special
assessment.

Under the DIFA, the amount of the special assessment payable by an
institution was determined on the basis of the amount of SAIF-assessable
deposits held by the institution on March 31, 1995, or acquired by the
institution after March 31, 1995 from another institution which held the
deposits on March 31, 1995, but was no longer in existence on November 27,
1996. The DIFA provides for a 20% discount in calculating the SAIF-assessable
deposits of certain "Oakar" banks (I.E., Bank Insurance Fund ("BIF") member
banks that hold deposits acquired from a SAIF member that remain SAIF
insured) and certain "Sasser" banks (I.E., institutions that converted from
thrift to bank charters but remain SAIF members). The DIFA also exempts
certain institutions from payment of the special assessment (including
institutions that are undercapitalized or that would become undercapitalized
as a result of payment of the special assessment), and allows an institution
to pay the special assessment in two installments if there is a significant
risk that by paying the special assessment in a lump sum, the

                                      7

<PAGE>

institution or its holding company would be in default under or in violation
of terms or conditions of debt obligations or preferred stock issued by the
institution or its holding company and outstanding on September 13, 1995.

On October 8, 1996, the FDIC adopted a final regulation implementing the SAIF
special assessment. In that regulation, the FDIC set the special assessment
rate at 0.657% of SAIF-assessable deposits held on March 31, 1995. The amount
of the special assessment paid by WSB Aurora was $.8 million, which was
recorded as a charge against earnings for the quarter ended September 30,
1996. As discussed below, however, the recapitalization of the SAIF resulting
from the special assessment should significantly reduce WSB Aurora's ongoing
deposit insurance expense.

In light of the recapitalization of the SAIF pursuant to the special
assessment authorized by the DIFA, the FDIC, on December 11, 1996, took
action to reduce regular semi-annual SAIF assessments from the range of 0.23%
- 0.31% of deposits to a range of 0% - 0.27% of deposits. The new rates were
effective October 1, 1996 for Oakar and Sasser banks, but did not take effect
for other SAIF-assessable institutions until January 1, 1997. From October 1,
1996 through December 31, 1996, assessments payable by SAIF-assessable
institutions other than Oakar and Sasser banks ranged from 0.18% to 0.27% of
deposits, which represents the amount the FDIC calculates as necessary to
cover the interest due for that period on outstanding obligations of the
Financing Corporation (the "FICO"), discussed below. Because SAIF-assessable
institutions were previously assessed at higher rates (I.E., 0.23% - 0.31% of
deposits) for the semi-annual period ending December 31, 1996, the FDIC will
refund or credit back the amount collected from such institutions for the
period from October 1, 1996 through December 31, 1996 which exceeds the
amount due for that period under the reduced assessment schedule. As a result
of the FDIC's action, the deposit insurance assessments payable by WSB Aurora
have been reduced significantly.

Prior to the enactment of the DIFA, a substantial amount of the SAIF
assessment revenue was used to pay the interest due on bonds issued by the
FICO, the entity created in 1987 to finance the recapitalization of the
Federal Savings and Loan Insurance Corporation (the "FSLIC"), the SAIF's
predecessor insurance fund. Pursuant to the DIFA, the interest due on
outstanding FICO bonds will be covered by assessments against both SAIF and
BIF member institutions beginning January 1, 1997. Between January 1, 1997
and December 31, 1999, FICO assessments against BIF-member institutions
cannot exceed 20% of the FICO assessments charged SAIF-member institutions.
From January 1, 2000 until the FICO bonds mature in 2019, FICO assessments
will be shared by all FDIC-insured institutions on a PRO RATA basis. The FDIC
estimates that the FICO assessments for the period January 1, 1997 through
December 31, 1999 will be approximately 0.013% of deposits for BIF members
versus approximately 0.064% of deposits for SAIF members, and will be less
than 0.025% of deposits thereafter.

The DIFA also provides for a merger of the BIF and the SAIF on January 1,
1999, provided there are no state or federally chartered, FDIC-insured
savings associations existing on that date. To facilitate the merger of the
BIF and the SAIF, the DIFA directs the Treasury Department to conduct a study
on the development of a common charter and to submit a report, along with
appropriate legislative recommendations, to the Congress by March 31, 1997.

In addition to the DIFA, the Regulatory Reduction Act includes a number of
statutory changes designed to eliminate duplicative, redundant or unnecessary
regulatory requirements. Among other things, the Regulatory Reduction Act
establishes streamlined notice procedures for the commencement of new
nonbanking activities by bank holding companies, and generally exempts bank
holding companies that own one or more savings associations from regulation
by the OTS as savings and loan holding companies. The Regulatory Reduction
Act also removes the percentage of assets limitations on the aggregate amount
of credit card and education loans that may be made by a savings association,
such as WSB Aurora; increases from 10% to 20% of total assets the aggregate
amount of commercial loans that a savings association may make, provided that
any amount in excess of 10% of total assets


                                       8

<PAGE>


represents small business loans; allows education, small business and credit
card loans to be counted in full in determining a savings association's
compliance with the qualified thrift lender ("QTL") test; and provides that a
savings association may be deemed to meet the QTL test if it qualifies as a
domestic building and loan association under the Internal Revenue Code.
Finally, the Regulatory Reduction Act establishes time frames within which
the FDIC must act on applications by state banks to engage in activities
which, although permitted for state banks under applicable state law, are not
permissible activities for national banks, and clarifies the liability of a
financial institution, when acting as a lender or in a fiduciary capacity,
under the federal environmental laws. Although the full impact of the
Regulatory Reduction Act on the operations of the Company and the
Subsidiaries cannot be determined at this time, management believes that the
legislation may reduce compliance costs to some extent and allow the Company
and the Subsidiaries somewhat greater operating flexibility.

On August 10, 1996, President Clinton signed into law the Small Business Job
Protection Act of 1996 (the "Job Protection Act"). Among other things, the
Job Protection Act eliminates the percent-of-taxable-income ("PTI") method
for computing additions to a savings association's tax bad debt reserves for
tax years beginning after December 31, 1995, and requires all savings
associations that have used the PTI method to recapture, over a six year
period, all or a portion of their tax bad debt reserves added since the last
taxable year beginning before January 1, 1988.

The Company

GENERAL. The Company, as the controlling shareholder of the Bank
Subsidiaries, is a bank holding company. As a bank holding company, the
Company is registered with, and is subject to regulation by, the FRB under
the BHC Act. In accordance with FRB policy, the Company is expected to act as
a source of financial strength to the Bank Subsidiaries and to commit
resources to support the Bank Subsidiaries in circumstances where the Company
might not do so absent such policy. Under the BHC Act, the Company is subject
to periodic examination by the FRB and is required to file with the FRB
periodic reports of its operations and such additional information as the FRB
may require. The Company is also subject to the requirements of the Illinois
Bank Holding Company Act, as amended.

The Company's ownership of WSB Aurora makes the Company a savings and loan
holding company, as defined in the HOLA, and prior to September 30, 1996, the
Company was subject to OTS examination, supervision and reporting
requirements under the HOLA. Effective September 30, 1996, the Regulatory
Reduction Act exempted companies, like the Company, that are both bank
holding companies and savings and loan holding companies from OTS regulation,
but requires the FRB and the OTS to cooperate in any enforcement actions
taken against such companies.

INVESTMENTS AND ACTIVITIES. Under the BHC Act, a bank holding company must
obtain FRB approval before: (i) acquiring, directly or indirectly, ownership
or control of any voting shares of another bank or bank holding company if,
after such acquisition, it would own or control more than 5% of such shares
(unless it already owns or controls the majority of such shares); (ii)
acquiring all or substantially all of the assets of another bank or bank
holding company; or (iii) merging or consolidating with another bank holding
company. Subject to certain conditions (including certain deposit
concentration limits established by the BHC Act), the FRB may allow a bank
holding company to acquire banks located in any state of the United States
without regard to whether the acquisition is prohibited by the law of the
state in which the target bank is located. In approving interstate
acquisitions, however, the FRB is required to give effect to applicable state
law limitations on the aggregate amount of deposits that may be held by the
acquiring bank holding company and its insured depository institution
affiliates in the state in which the target bank is located or which require
that the target bank have been in existence

                                       9

<PAGE>

for a minimum period of time (not to exceed five years) before being acquired
by an out-of-state bank holding company.

The BHC Act also prohibits, with certain exceptions noted below, the Company
from acquiring direct or indirect ownership or control of more than 5% of the
voting shares of any company which is not a bank and from engaging in any
business other than that of banking, managing and controlling banks or
furnishing services to banks and their subsidiaries, except that bank holding
companies may engage in, and may own shares of companies engaged in, certain
businesses found by the FRB to be "so closely related to banking ... as to be
a proper incident thereto". Under current regulations of the FRB, the Company
and its non-bank subsidiaries are permitted to engage in, among other
activities, such banking-related businesses as the operation of a thrift,
sales and consumer finance, equipment leasing, the operation of a computer
service bureau, including software development, and mortgage banking and
brokerage. The BHC Act generally does not place territorial restrictions on
the activities of non-bank subsidiaries of bank holding companies.

Federal legislation also prohibits acquisition of "control" of a bank holding
company, such as the Company, without prior notice to certain federal bank
regulators. "Control" is defined in certain cases as acquisition of 10% of
the outstanding shares of a bank holding company.

CAPITAL REQUIREMENTS.  Bank holding companies are required to maintain
minimum levels of capital in accordance with FRB capital adequacy guidelines.
If capital falls below minimum guideline levels, a bank holding company,
among other things, may be denied approval to acquire or establish additional
banks or non-bank businesses.

The FRB's capital guidelines establish the following minimum regulatory
capital requirements for bank holding companies: a risk-based requirement
expressed as a percentage of total risk-weighted assets, and a leverage
requirement expressed as a percentage of total assets. The risk-based
requirement consists of a minimum ratio of total capital to total
risk-weighted assets of 8%, of which at least one-half must be Tier 1
capital. The leverage requirement consists of a minimum ratio of Tier 1
capital to total assets of 3% for the most highly rated companies, with
minimum requirements of 4% to 5% for all others. For purposes of these
capital standards, Tier 1 capital consists primarily of permanent
stockholders' equity less intangible assets (other than certain mortgage
servicing rights and purchased credit card relationships) and total capital
means Tier 1 capital plus certain other debt and equity instruments which do
not qualify as Tier 1 capital and a portion of the Company's allowance for
loan and lease losses.

The risk-based and leverage standards described above are minimum
requirements, and higher capital levels will be required if warranted by the
particular circumstances or risk profiles of individual banking
organizations. Further, any banking organization experiencing or anticipating
significant growth would be expected to maintain capital ratios, including
tangible capital positions (I.E., Tier 1 capital less all intangible assets),
well above the minimum levels.

As of December 31, 1996, the Company had regulatory capital in excess of the
FRB's minimum requirements, with a total risk-based capital ratio of 13.0%
and a leverage ratio of 9.8%.

DIVIDENDS. The FRB has issued a policy statement with regard to the payment
of cash dividends by bank holding companies. In the policy statement, the FRB
expressed its view that a bank holding company experiencing earnings
weaknesses should not pay cash dividends exceeding its net income or which
could only be funded in ways that weakened the bank holding company's
financial health, such as by borrowing. Additionally, the FRB possesses
enforcement powers over bank holding companies and their non-bank
subsidiaries to prevent or remedy actions that represent unsafe or unsound
practices or violations of applicable statutes and regulations. Among these
powers is the ability to proscribe the payment of dividends by banks and bank
holding companies. In addition to the restrictions on dividends that may be
imposed by the FRB, the Illinois Business Corporation Act, as



                                      10
<PAGE>

amended, prohibits the Company from paying a dividend if, after giving effect
to the dividend, the Company would be insolvent or the net assets of the
Company would be less than zero or less than the maximum amount then payable
to shareholders of the Company who would have preferential distribution
rights if the Company were liquidated.

FEDERAL SECURITIES REGULATION. The Company's common stock is registered with
the SEC under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Consequently, the
Company is subject to the information, proxy solicitation, insider trading
and other restrictions and requirements of the SEC under the Exchange Act.

The Subsidiaries

GENERAL. The Bank Subsidiaries are Illinois-chartered banks, the deposit
accounts of which are insured by the BIF of the FDIC. As BIF-insured,
Illinois-chartered banks, the Bank Subsidiaries are subject to the
examination, supervision, reporting and enforcement requirements of the
Commissioner, as the chartering authority for Illinois banks, and the FDIC,
as administrator of the BIF.

WSB Aurora is a federally chartered savings association, the deposits of
which are insured by the SAIF of the FDIC. As a SAIF-insured, federally
chartered savings association, WSB Aurora is subject to the examination,
supervision, reporting and enforcement requirements of the OTS, as the
chartering authority for federal savings associations, and the FDIC as
administrator of the SAIF. WSB Aurora is also a member of the Federal Home
Loan Bank System, which provides a central credit facility primarily for
member institutions.

DEPOSIT INSURANCE. As FDIC-insured institutions, the Subsidiaries are
required to pay deposit insurance premium assessments to the FDIC. The FDIC
has adopted a risk-based assessment system under which all insured depository
institutions are placed into one of nine categories and assessed insurance
premiums based upon their respective levels of capital and supervisory
evaluations. Institutions classified as well-capitalized (as defined by the
FDIC) and considered healthy and well managed pay the lowest premium while
institutions that are less than adequately capitalized (as defined by the
FDIC) and considered of substantial supervisory concern pay the highest
premium. Risk classification of all insured institutions is made by the FDIC
for each semi-annual assessment period.

During the year ended December 31, 1996, BIF assessments ranged from 0% of
deposits to 0.27% of deposits. The FDIC has announced that for the
semi-annual assessment period beginning January 1, 1997, BIF assessment rates
will continue to range from 0% of deposits to 0.27% of deposits. During the
period January 1, 1996 through September 30, 1996, SAIF assessment rates
ranged from 0.23% of deposits to 0.31% of deposits. As a result of the
recapitalization of the SAIF on October 1, 1996, SAIF assessment rates were
reduced, effective October 1, 1996, to a range of 0.18% of deposits to 0.27%
of deposits and were further reduced, effective January 1, 1997, to a range
of 0% of deposits to 0.27% of deposits. SEE "--Recent Regulatory
Developments".

The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution has
engaged or is engaging in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, order, or any condition imposed in writing by, or written
agreement with, the FDIC. The FDIC may also suspend deposit insurance
temporarily during the hearing process for a permanent termination of
insurance if the institution has no tangible capital. Management of the
Company is not aware of any activity or condition that could result in
termination of the deposit insurance of any of the Bank Subsidiaries.

FICO ASSESSMENTS. Since 1987, a portion of the deposit insurance assessments
paid by SAIF members, such as WSB Aurora, has been used to cover interest
payments due on the outstanding obligations of the FICO, the entity created
to finance the recapitalization of the FSLIC, the SAIF's predecessor


                                       11


<PAGE>

insurance fund. Pursuant to federal legislation enacted September 30, 1996,
commencing January 1, 1997, SAIF members and BIF members will be subject to
assessments to cover the interest payment on outstanding FICO obligations.
Such FICO assessments will be in addition to amounts assessed by the FDIC for
deposit insurance. Until January 1, 2000, the FICO assessments made against
BIF members may not exceed 20% of the amount of the FICO assessments made
against SAIF members. It is estimated that SAIF members will pay FICO
assessments equal to 0.064% of deposits while BIF members will pay FICO
assessments equal to 0.013% of deposits. Between January 1, 2000 and the
maturity of the outstanding FICO obligations in 2019, BIF members and SAIF
members will share the cost of the interest on the FICO bonds on a PRO RATA
basis. It is estimated that FICO assessments during this period will be less
than 0.025% of deposits.

SUPERVISORY ASSESSMENTS. Illinois banks and federal savings associations are
required to pay supervisory fees to the Commissioner and the OTS,
respectively, to fund the operations of each agency. The amount of such
supervisory fees is based upon each institution's total assets, including
consolidated subsidiaries, as reported to the agency. During the year ended
December 31, 1996, the Bank Subsidiaries paid supervisory fees to the
Commissioner totaling $102.2 thousand and WSB Aurora paid supervisory fees to
the OTS totaling $46.3 thousand.

CAPITAL REQUIREMENTS. The FDIC has established the following minimum capital
standards for state-chartered insured non-member banks, such as the Bank
Subsidiaries: a leverage requirement consisting of a minimum ratio of Tier 1
capital to total assets of 3% for the most highly-rated banks with minimum
requirements of 4% to 5% for all others, and a risk-based capital requirement
consisting of a minimum ratio of total capital to total risk-weighted assets
of 8%, at least one-half of which must be Tier 1 capital. For purposes of
these capital standards, Tier 1 capital and total capital consist of
substantially the same components as Tier 1 capital and total capital under
the FRB's capital guidelines for bank holding companies (SEE "--The
Company--Capital Requirements").

The OTS has established the following minimum capital standards for savings
associations, such as WSB Aurora: a core capital requirement, consisting of a
minimum ratio of core capital to total assets of 3%; a tangible capital
requirement consisting of a minimum ratio of tangible capital to total assets
of 1.5%; and a risk-based capital requirement, consisting of a minimum ratio
of total capital to total risk-weighted assets of 8%, at least one-half of
which must consist of core capital. For purposes of these capital standards,
core capital consists primarily of permanent stockholders' equity less
intangible assets other than certain supervisory goodwill, certain mortgage
servicing rights and certain purchased credit card relationships and less
investments in subsidiaries engaged in activities not permitted for national
banks; tangible capital is substantially the same as core capital except that
all intangible assets other than certain mortgage servicing rights must be
deducted; and total capital means core capital plus certain debt and equity
instruments that do not qualify as core capital and a portion of WSB Aurora's
allowances for loan and lease losses.

The capital requirements described above are minimum requirements. Higher
capital levels will be required if warranted by the particular circumstances
or risk profiles of individual institutions. For example, the regulations of
the FDIC and the OTS provide that additional capital may be required to take
adequate account of interest rate risk or the risks posed by concentrations
of credit or nontraditional activities.

During the year ended December 31, 1996, none of the Subsidiaries was
required by its primary federal regulator to increase its capital to an
amount in excess of the minimum regulatory requirement. As of December 31,
1996, each of the Subsidiaries exceeded its minimum regulatory capital
requirements.

Federal law provides the federal banking regulators with broad power to take
prompt corrective action to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized", "adequately capitalized",
"undercapitalized", "significantly undercapitalized" or "critically
undercapitalized". Depending upon the capital category to


                                    12

<PAGE>

which an institution is assigned, the regulators' corrective powers include:
requiring the submission of a capital restoration plan; placing limits on
asset growth and restrictions on activities; requiring the institution to
issue additional capital stock (including additional voting stock) or to be
acquired; restricting transactions with affiliates; restricting the interest
rate the institution may pay on deposits; ordering a new election of
directors of the institution; requiring that senior executive officers or
directors be dismissed; prohibiting the institution from accepting deposits
from correspondent banks; requiring the institution to divest certain
subsidiaries; prohibiting the payment of principal or interest on
subordinated debt; and ultimately, appointing a receiver for the institution.

Additionally, institutions insured by the FDIC may be liable for any loss
incurred by, or reasonably expected to be incurred by, the FDIC in connection
with the default of commonly controlled FDIC insured depository institutions
or any assistance provided by the FDIC to commonly controlled FDIC insured
depository institutions in danger of default.

DIVIDENDS. Under the Illinois Banking Act, Illinois-chartered banks, such as
the Bank Subsidiaries, may not pay, without prior regulatory approval,
dividends in excess of their adjusted profits.

OTS regulations impose limitations upon all capital distributions by savings
associations, including cash dividends. The rule establishes three tiers of
institutions. An institution that exceeds all fully phased-in capital
requirements before and after the proposed capital distribution (a "Tier 1
Institution") could, after prior notice to, but without the approval of, the
OTS, make capital distributions during a calendar year of up to the higher of
(i) 100% of its net income to date during the calendar year plus the amount
that would reduce by one-half its "surplus capital ratio" (I.E., the excess
capital over its fully phased-in capital requirements) at the beginning of
the calendar year, or (ii) 75% of its net income over the most recent
preceding four quarter period. Any additional capital distributions would
require prior regulatory approval. As of December 31, 1996, WSB Aurora
qualified as a Tier 1 Institution.

The payment of dividends by any financial institution or its holding company
is affected by the requirement to maintain adequate capital pursuant to
applicable capital adequacy guidelines and regulations, and a financial
institution generally is prohibited from paying any dividends if, following
payment thereof, the institution would be undercapitalized. As described
above, each of the Subsidiaries exceeded its minimum capital requirements
under applicable guidelines as of December 31, 1996. As of December 31, 1996,
approximately $25.0 million was available to be paid as dividends to the
Company by the Subsidiaries. Notwithstanding the availability of funds for
dividends, however, the federal banking regulators may prohibit the payment
of any dividends if they determine such payment would constitute an unsafe or
unsound practice.

INSIDER TRANSACTIONS. The Subsidiaries are subject to certain restrictions
imposed by the Federal Reserve Act on extensions of credit to the Company and
its subsidiaries, on investments in the stock or other securities of the
Company and its subsidiaries and the acceptance of the stock or other
securities of the Company or its subsidiaries as collateral for loans.
Certain limitations and reporting requirements are also placed on extensions
of credit by the Subsidiaries to their respective directors and officers, to
directors and officers of the Company and its subsidiaries, to principal
stockholders of the Company, and to "related interests" of such directors,
officers and principal stockholders. In addition, such legislation and
regulations may affect the terms upon which any person becoming a director or
officer of the Company or one of its subsidiaries or a principal stockholder
of the Company may obtain credit from banks with which one of the
Subsidiaries maintains a correspondent relationship.

SAFETY AND SOUNDNESS STANDARDS. The FDIC and the OTS have adopted guidelines
which establish operational and managerial standards to promote the safety
and soundness of state non-member banks and savings associations,
respectively. The guidelines set forth standards for internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, fees and
benefits, asset quality and earnings. In general, the guidelines prescribe
the goals to be achieved in each area, and each institution is responsible
for


                                    13

<PAGE>

establishing its own procedures to achieve those goals. If an institution
fails to comply with any of the standards set forth in the guidelines, the
agency may require the institution to submit a plan for achieving and
maintaining compliance. The preamble to the guidelines states that the
agencies expect to require a compliance plan from an institution whose
failure to meet one or more of the guidelines is of such severity that it
could threaten the safety and soundness of the institution. Failure to submit
an acceptable plan, or failure to comply with a plan that has been accepted
by the agency, would constitute grounds for further enforcement action.

BRANCHING AUTHORITY. Illinois banks, such as the Bank Subsidiaries, have the
authority under Illinois law to establish branches anywhere in the State of
Illinois, subject to receipt of all required regulatory approvals.

Effective June 1, 1997 (or earlier if expressly authorized by applicable
state law), the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act") allows banks to establish interstate branch
networks through acquisitions of other banks, subject to certain conditions,
including certain limitations on the aggregate amount of deposits that may be
held by the surviving bank and all of its insured depository institution
affiliates. The establishment of DE NOVO interstate branches or the
acquisition of individual branches of a bank in another state (rather than
the acquisition of an out-of-state bank in its entirety) is allowed by the
Riegel-Neal Act only if specifically authorized by state law. The legislation
allows individual states to "opt-out" of certain provisions of the
Riegle-Neal Act by enacting appropriate legislation prior to June 1, 1997.
Illinois has enacted legislation permitting interstate mergers beginning on
June 1, 1997.

Federally chartered savings associations which qualify as "domestic building
and loan associations", as defined in the Internal Revenue Code, or meet the
QTL test (SEE "-The Subsidiaries -- Qualified Thrift Lender Test") have the
authority, subject to receipt of OTS approval, to establish branch offices
anywhere in the United States, either DE NOVO or through acquisitions of all
or part of another financial institution. If a federal savings association
fails to qualify as a "domestic building and loan association", as defined in
the Internal Revenue Code, or fails to meet the QTL test, the association
generally may establish a branch in a state other than the state of its home
office only to the extent authorized by the law of the state in which the
branch is to be located. As of December 31, 1996, WSB Aurora qualified as a
"domestic building and loan association", as defined in the Internal Revenue
Code, and met the QTL test.

STATE BANK ACTIVITIES. Under federal law and FDIC regulations, FDIC insured
state banks are prohibited, subject to certain exceptions, from making or
retaining equity investments of a type, or in an amount, that are not
permissible for a national bank. Federal law and FDIC regulations also
prohibit FDIC insured state banks and their subsidiaries, subject to certain
exceptions, from engaging as principal in any activity that is not permitted
for a national bank or its subsidiary, respectively, unless the bank meets,
and continues to meet, its minimum regulatory capital requirements and the
FDIC determines the activity would not pose a significant risk to the deposit
insurance fund of which the bank is a member. Impermissible investments and
activities must be divested or discontinued within certain time frames set by
the FDIC. These restrictions have not had, and are not currently expected to
have, a material impact on the operations of the Bank Subsidiaries.

QUALIFIED THRIFT LENDER TEST. Under the QTL test in effect prior to September
30, 1996, WSB Aurora generally was required to invest at least 65% of its
portfolio assets in "qualified thrift investments", as measured on a monthly
average basis in nine out of every 12 months. Qualified thrift investments
for purposes of the QTL test consist principally of residential mortgage
loans, mortgage-backed securities and other housing and consumer-related
investments. The term "portfolio assets" is statutorily defined to mean a
savings association's total assets less goodwill and other intangible assets,
the association's business property and a limited amount of its liquid
assets. Under amendments to the HOLA enacted September 30, 1996, WSB Aurora
will be deemed to satisfy the QTL test if it either holds qualified thrift
investments equaling 65% or more of its portfolio assets or qualifies as a


                                     14

<PAGE>

domestic building and loan association under the Internal Revenue Code. The
new legislation also expanded somewhat the definition of qualified thrift
investments. SEE "--Recent Regulatory Developments". As of December 31, 1996,
WSB Aurora satisfied with the QTL test and qualified as a "domestic building
and loan association", as defined in the Internal Revenue Code.

LIQUIDITY REQUIREMENTS. OTS regulations currently require each savings
association to maintain, for each calendar month, an average daily balance of
liquid assets (including cash, certain time deposits, bankers' acceptances,
and specified United States Government, state or federal agency obligations)
equal to at least 5% of the average daily balance of its net withdrawable
accounts plus short-term borrowings (I.E., those repayable in 12 months or
less) during the preceding calendar month. This liquidity requirement may be
changed from time to time by the OTS to an amount within a range of 4% to 10%
of such accounts and borrowings, depending upon economic conditions and the
deposit flows of savings associations. OTS regulations also require each
savings association to maintain, for each calendar month, an average daily
balance of short-term liquid assets (generally liquid assets having
maturities of 12 months or less) equal to at least 1% of the average daily
balance of its net withdrawable accounts plus short-term borrowings during
the preceding calendar month. Penalties may be imposed for failure to meet
liquidity ratio requirements. At December 31, 1996, WSB Aurora was in
compliance with OTS liquidity requirements.

FEDERAL RESERVE SYSTEM. FRB regulations, as presently in effect, require
depository institutions to maintain non-interest earning reserves against
their transaction accounts (primarily NOW and regular checking accounts), as
follows: for accounts aggregating $49.3 million or less, the reserve
requirement is 3% of total transaction accounts; and for accounts aggregating
in excess of $49.3 million, the reserve requirement is $1.479 million plus
10% of the aggregate amount of total transaction accounts in excess of $49.3
million. The first $4.4 million of otherwise reservable balances are exempted
from the reserve requirements. These reserve requirements are subject to
annual adjustment by the FRB. Each of the Subsidiaries is in compliance with
the foregoing requirements. The balances used to meet the reserve
requirements imposed by the FRB may be used to satisfy liquidity requirements
imposed on WSB Aurora by the OTS.



                                     15
<PAGE>

EXECUTIVE OFFICERS OF THE COMPANY

The names and ages of the executive officers of the Company, along with a
brief description of the business experience of each such person, during the
past five years, and certain other information is set forth below:

<TABLE>
<CAPTION>

Name (Age) and Position
and Offices with the Company                                           Principal Occupations and Employment
(year first elected to office)                                         for Past Five Years and Other Information
-----------------------------------------------------------------      -----------------------------------------------------
<S>                                                                  <C>
Kevin J. Acker (47)                                                    Director and President of West Suburban Bank of
       Chairman of the Board (1993) and Vice President (1986)          Carol Stream/Stratford Square since 1982.


John A. Clark (48)                                                     Director and Executive Vice President of West
       President and Chief Executive Officer                           Suburban Bank since 1984, Vice President Loans
       (1986)                                                          for West Suburban Bank of Downers
                                                                       Grove/Lombard, West Suburban Bank of Darien
                                                                       and West Suburban Bank of Carol
                                                                       Stream/Stratford Square since 1988. Director and
                                                                       President of WSB Aurora from July, 1990 to
                                                                       January, 1992 and Director and Executive Vice
                                                                       President of WSB Aurora since January, 1992.



Keith W. Acker (47)                                                    Director, President and Chairman of the Board of
       Chief Operating Officer (1996)                                  West Suburban Bank since 1986.



Duane G. Debs (40)                                                     Vice President and Comptroller of the Bank
       Chief Financial Officer, Vice President,                        Subsidiaries since 1987 and of WSB Aurora since
       Secretary and Treasurer (1993)                                  July, 1990. Director of West Suburban Bank of
                                                                       Downers Grove/Lombard since January, 1993.







</TABLE>


                                                                     16

<PAGE>

STATISTICAL DATA

The statistical data required by Securities and Exchange Act of 1934, as
amended (the "1934 Act") Industry Guide 3, "Statistical Disclosure By Bank
Holding Companies", has been incorporated by reference from the Company's
1996 Annual Report to Shareholders (attached as Exhibit 13.1 hereto) or is
set forth below. This data should be read in conjunction with the Company's
1996 Consolidated Financial Statements and related notes, and the discussion
included in Management's Discussion and Analysis of Financial Condition and
Results of Operations as set forth in the Company's 1996 Annual Report to
Shareholders. All dollar amounts of the statistical data included below are
expressed in thousands.

Investment Securities

The following table sets forth by category the amortized cost of securities
at December 31 (dollars in thousands):

<TABLE>
<CAPTION>

                                                           1996           1995           1994
                                                        ----------     ----------     ----------
<S>                                                     <C>            <C>            <C>
Available For Sale:
Corporate                                                $64,634        $69,731        $45,623
U.S. Government agencies and corporations                 63,591         36,119         51,638
U. S. Treasury                                            16,151         16,291         16,427
States and political subdivisions                          1,168          1,157           -
Equity securities                                         14,070         10,841         11,942
                                                        ----------     ----------     ----------
  Total investment securities available for sale         159,614        134,139        125,630
                                                        ----------     ----------     ----------
Held To Maturity:
Corporate                                                   -              -            30,645
U.S. Government agencies and corporations                130,250         83,237         55,783
States and political subdivisions                         39,941         32,800         22,131
                                                        ----------     ----------     ----------
  Total investment securities held to maturity           170,191        116,037        108,559
                                                        ----------     ----------     ----------
  Total investment securities                           $329,805       $250,176       $234,189
                                                        ----------     ----------     ----------
                                                        ----------     ----------     ----------

</TABLE>

The following table sets forth by contractual maturity the amortized cost and
weighted average yield (not tax-effected) of investment securities available
for sale at December 31, 1996 (dollars in thousands):

<TABLE>
<CAPTION>

                                                        U.S. Government
                                                          Agencies and                                     States and Political
                                   Corporate             Corporations               U.S. Treasury               Subdivisions
                               -------------------     ---------------------     -------------------      ------------------------
                                          Weighted                  Weighted                Weighted                      Weighted
                               Amortized   Average     Amortized     Average     Amortized   Average      Amortized        Average
                                Cost       Yield         Cost        Yield         Cost      Yield           Cost          Yield
                               ---------  --------     ----------  ---------     ---------  --------      ----------      --------
<S>                            <C>        <C>          <C>         <C>           <C>        <C>           <C>             <C>
Within one year                  $17,773     7.53%        $11,738      7.22%        $4,019     5.50%           $----         ----%
After 1 year but within 5         46,861     6.93          27,096      6.47         12,132     5.72              565         3.63
After 5 years but within 10         -         -            24,662      6.48            -        -                403         5.45
After 10 years                      -         -                95        -             -        -                200         5.45
                               ---------  --------     ----------  ---------     ---------  --------      ----------      --------
  Total                          $64,634     7.10%        $63,591      6.60%       $16,151     5.67%          $1,168         4.57%
                               ---------  --------     ----------  ---------     ---------  --------      ----------      --------
                               ---------  --------     ----------  ---------     ---------  --------      ----------      --------


</TABLE>


                                                                     17

<PAGE>

The following table sets forth, by contractual maturity, the amortized cost
and weighted average yield of investment securities held to maturity at
December 31, 1996. Yields on tax-exempt securities represent actual coupon
yields (dollars in thousands):

<TABLE>
<CAPTION>

                                      U.S. Government
                                        Agencies and                    States and Political
                                        Corporations                       Subdivisions
                                  ----------------------------     -------------------------------
                                                      Weighted                            Weighted
                                  Amortized            Average     Amortized               Average
                                    Cost                Yield        Cost                   Yield
                                  --------------  ------------     --------------    -------------
<S>                               <C>             <C>              <C>               <C>
Within one year                      $9,662              6.98%        $3,477                 3.98%
After 1 year but within 5           108,695              6.43         13,864                 4.19
After 5 years but within 10          11,893              6.91          8,770                 4.50
After 10 years                         -                  -           13,830                 6.11
                                  --------------  ------------     --------------    -------------
  Total                            $130,250              6.51%       $39,941                 4.91%
                                  --------------  ------------     --------------    -------------
                                  --------------  ------------     --------------    -------------

</TABLE>

Loan Portfolio

The following table sets forth the major loan categories at December 31
(dollars in thousands):

<TABLE>
<CAPTION>

                                       1996            1995            1994           1993            1992
                                --------------  --------------  --------------  -------------  --------------
<S>                              <C>              <C>             <C>            <C>            <C>
Commercial                         $232,210        $200,986        $156,896       $177,054        $144,581
Installment                          37,511          37,986          33,542         33,714          43,700
Real estate:
  Mortgage                          299,664         302,062         305,010        288,683         272,199
  Home equity                       124,805         120,802         120,373        115,910         121,918
  Construction                       73,432          81,787          72,990         47,442          42,321
  Held for sale                       1,043           1,523             449          4,543           3,527
VISA-credit card                     17,951          19,034          21,342         22,601          27,138
Other                                 7,229           5,407           7,048         11,479           4,647
                                --------------  --------------  --------------  -------------  --------------
    Total loans                     793,845         769,587         717,650        701,426         660,031
Less:
  Allowance for loan losses           9,603           8,900           8,445          7,125           8,024
                                --------------  --------------  --------------  -------------  --------------
    Loans, net                     $784,242        $760,687        $709,205       $694,301        $652,007
                                --------------  --------------  --------------  -------------  --------------
                                --------------  --------------  --------------  -------------  --------------

</TABLE>

The following table sets forth the maturity and interest rate sensitivity of
selected loan categories at December 31, 1996 (dollars in thousands):

<TABLE>
<CAPTION>

                                                  Remaining Maturity
                           ------------------------------------------------------------------------------
                               One year                 One to               Over
                               or less                five years          five years             Total
                           ---------------------   -----------------   -----------------   --------------
<S>                        <C>                     <C>                 <C>                 <C>
Commercial                     $179,555                    $-                $52,655          $232,210
Real estate-construction         73,432                     -                    -              73,432
                           ---------------------   -----------------   -----------------   --------------
  Total                        $252,987                    $-                $52,655          $305,642
                           ---------------------   -----------------   -----------------   --------------
                           ---------------------   -----------------   -----------------   --------------
Variable rate                                              $-                   $-               $-
Fixed rate                                                  -                  52,655           52,655
                                                   -----------------   -----------------   --------------
  Total                                                    $-                 $52,655          $52,655
                                                   -----------------   -----------------   --------------
                                                   -----------------   -----------------   --------------

</TABLE>
                                                                     18

<PAGE>

Nonperforming Loans

The following table sets forth the aggregate amount of nonperforming loans
and selected ratios at December 31 (dollars in thousands):

<TABLE>
<CAPTION>
                                                            1996          1995            1994            1993             1992
                                                        -----------    -----------    ------------   -------------    -------------
<S>                                                     <C>            <C>             <C>             <C>              <C>
Nonaccrual loans                                          $2,283         $1,478            $279          $3,234           $8,468
Restructured loans                                          -              -               -              3,234            6,000
Accruing loans past due over 90 days                       6,072         11,405           4,448           3,958            5,295
                                                        -----------    -----------    ------------   -------------    -------------
   Total nonperforming loans                               8,355         12,883           4,727          10,426           19,763
Other real estate                                          2,757          8,317          10,458           9,954            4,584
                                                        -----------    -----------    ------------   -------------    -------------
    Total nonperforming assets                           $11,112        $21,200         $15,185         $20,380          $24,347
                                                        -----------    -----------    ------------   -------------    -------------
                                                        -----------    -----------    ------------   -------------    -------------
Ratio of nonperforming loans to
  net loans                                                  1.1%           1.7%             .7%            1.5%            3.0%
                                                        -----------    -----------    ------------   -------------    -------------
                                                        -----------    -----------    ------------   -------------    -------------
Ratio of nonperforming assets to
  total assets                                                .9%           1.8%            1.5%            2.0%            2.4%
                                                        -----------    -----------    ------------   -------------    -------------
                                                        -----------    -----------    ------------   -------------    -------------

</TABLE>

The Company's policy is to discontinue accruing interest on a loan when it
becomes 90 days past due or when management believes, after considering
economic and business conditions and collection efforts, that the borrower's
financial condition is such that collection of principal or interest is
doubtful. In some circumstances a loan that is more than 90 days past due can
remain on accrual status if it can be established that payment will be
received within another 90 days or if it is adequately secured. When a loan
has been placed on nonaccrual status, interest that has been earned but not
collected is charged back to the appropriate interest income account. When
payments are received on nonaccrual loans they are first applied to
principal, then to expenses incurred for collection and finally to interest
income. The gross amount of interest that would have been recorded if all
nonperforming loans had been accruing interest at their original terms was
approximately $136 for the year ended December 31, 1996 and no interest
was recorded in operations for the year ended December 31, 1996.

As of December 31, 1996, due to information regarding possible credit
problems of borrowers or possible deficits in the cash flow of property given
as collateral, management had doubts as to the ability of certain borrowers
to comply with the present repayment terms of loans, which are not nonaccrual
and not nonperforming, with an aggregate principal amount of $8.7 million.
Accordingly, management may be required to categorize some or all of the
loans as nonperforming assets in the future.

The Company's impaired loans consisted of commercial loans totaling $17,755
at December 31, 1996 and $13,351 at December 31, 1995. Of these impaired
loans, $1,422 required a valuation allowance of $182 at December 31, 1996
compared to impaired loans of $2,522 with a valuation allowance of $408 at
December 31, 1995. The average outstanding balance of impaired loans was
approximately $17,120 and $10,043 for the years ended December 31, 1996 and
1995, respectively. The interest income recognized on impaired loans was
approximately $1,706 and $897 for the years ended December 31, 1996 and 1995,
respectively. The Company had no impaired real estate construction or
non-residential loans during 1996 or 1995.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses reduces the level of gross loans outstanding by
an estimate of uncollectible loans. When management determines that loans are
uncollectible, they are charged-off against the allowance. Periodically, a
provision for loan losses is charged against current income. Management
attempts to maintain the allowance for loan losses at a level adequate to
absorb anticipated loan losses. The amount of the allowance is established
based upon past loan loss


                                           19
<PAGE>


experience and other factors which, in management's judgment, deserve
consideration in estimating loan losses. Other factors considered by
management in this regard include growth and composition of the loan
portfolio, the relationship of the allowance for loan losses to outstanding
loans and economic conditions in the Company's market area. Based on such
reviews, management at this time does not anticipate any increase in
nonperforming assets that will have a significant effect on its operations
because the estimated exposure to losses has already been substantially
reflected in its allowance for loan losses. This could, however, change
dramatically if a significant decline in the real estate market area served
by the Company occurs.

The following table sets forth the activity in the allowance for loan losses
for the years ended and at December 31 (dollars in thousands):

<TABLE>
<CAPTION>

                                                         1996         1995          1994         1993        1992
                                                      ----------   ----------    ----------    ---------   ---------
<S>                                                   <C>         <C>            <C>          <C>         <C>
Allowance for loan losses at beginning of period        $8,900       $8,445        $7,125       $8,024      $6,489
Loans charged-off:
  Commercial                                               484          914           302        5,862       1,697
  Installment                                               87           47           162          245         516
  Real estate mortgages                                      4          311           463          318          33
  Home equity                                                -           46             7           21          65
  VISA - credit card                                       495          404           356          531       1,110
  Other                                                     27            7             2           50          14
                                                        -------      -------       -------      -------     ------
    Total loans charged-off                              1,097        1,729         1,292        7,027       3,435
Loan recoveries:
  Commercial                                               112          100            66          274         236
  Installment                                               31           56            98          186         446
  Real estate mortgages                                      6            8             5            8           -
  Home equity                                                1            -             -            -           -
  VISA - credit card                                       142          169           227          318         365
  Other                                                      3            1             -            3          18
                                                        -------      -------      -------       -------     -------
    Total loan recoveries                                  295          334           396          789       1,065
                                                        -------      -------      -------       -------     -------
    Net loans charged-off                                  802        1,395           896        6,238       2,370
Provision for loan losses                                1,505        1,850         2,216        5,339       3,905
                                                        -------      -------      -------       -------     ------
Allowance for loan losses at end of period              $9,603       $8,900        $8,445       $7,125      $8,024
                                                        -------      -------      -------       -------    -------
                                                        -------      -------      -------       -------    -------
Allowance for loan losses to total loans                  1.21%        1.16%         1.18%        1.02%       1.22%
                                                        -------      -------      -------       -------    -------
                                                        -------      -------      -------       -------    -------
Net chargeoffs to average total loans                      .10%         .19%         .13%          .96%        .35%
                                                        -------      -------      -------       -------    -------
                                                        -------      -------      -------       -------    -------
</TABLE>

The entire allowance for loan losses is available to absorb losses in any
particular category of loans, notwithstanding management's allocation of the
allowance. The following table sets forth the allocation of allowance for
loan losses and the percentage of loans in each category to total loans at
December 31 (dollars in thousands):

<TABLE>
<CAPTION>

                              1996              1995             1994            1993             1992
                         ---------------  ---------------  ---------------  ---------------  ---------------
                         Amount     %     Amount     %     Amount     %     Amount     %     Amount     %
                         ------    ---    ------    ---    ------    ---    ------    ---    ------    ---
<S>                     <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>
Commercial               $4,299   38.5%   $4,403   36.7%   $3,714   32.0%   $3,312   24.8%   $4,406    21.9%
Installment and other       392    5.6       385    5.6       331    5.7       369    6.5       492     7.3
Real estate               1,895   37.9     1,877   39.4       576   42.5     1,273   48.9     1,113    48.2
Home equity                 312   15.7       302   15.7       301   16.8       290   16.6       305    18.5
VISA - credit card          493    2.3       523    2.6       664    3.0       626    3.2       676     4.1
Unallocated               2,212      -     1,410      -     2,859      -     1,255      -     1,032       -
                          -----  -----     -----   -----    -----  -----     -----  -----     -----   -----
  Total                  $9,603  100.0%   $8,900  100.0%   $8,445  100.0%   $7,125  100.0%   $8,024   100.0%
                          -----  -----     -----   -----    -----  -----     -----  -----     -----   -----
                          -----  -----     -----   -----    -----  -----     -----  -----     -----   -----
</TABLE>
                                       20
<PAGE>

Deposits

The following table sets forth by category average daily deposits and rates
for the years ended December 31 (dollars in thousands):

                           1996                1995              1994
                    -----------------   ----------------  ----------------
                     Average             Average           Average
                     Balance    Rate     Balance   Rate    Balance   Rate
                    ---------- ------   --------- ------  --------- ------
  Demand and other
    noninterest-
    bearing          $103,448   ---      $100,299  ---      $96,428    --
  NOW accounts and
    savings
    deposits          524,669   2.9%      498,191  3.4%     486,863   2.6%
  Time deposits:
    Less than
     $100,000         334,177   5.7       308,039  5.6      275,693   4.6
    $100,000 and
     over              63,079   5.8        49,427  5.8       37,849   4.7
                   -----------  -----   ---------  -----   ---------  ---
      Total        $1,025,373   3.7%    $ 955,926  3.9%   $ 896,833   3.0%
                   -----------  -----   ---------  -----   ---------  ---
                   -----------  -----   ---------  -----   ---------  ---

The following table sets forth by maturity time deposits $100 and over at
December 31 (dollars in thousands):

                                                             1996
                                                          ---------
  Within 3 months                                          $47,464
  After 3 months but within 12 months                       23,195
  After 1 year but within 5 years                               --
  After 5 years                                             15,684
                                                          ---------
    Total                                                  $86,343
                                                          ---------
                                                          ---------

Return on Equity and Assets and Other Financial Ratios

The following table sets forth selected financial ratios at and for the years
ended December 31:

                                 1996     1995      1994
                               --------  -------   -------
  Return on average total
    assets                        1.38%    1.27%     1.29%
  Return on average
    shareholders' equity         13.93    13.03     13.29
  Cash dividends declared to
    net income                   42.73    47.16     44.10
  Average shareholders' equity
    to average total assets       9.90     9.71      9.67


                                      21

<PAGE>

ITEM 2.   PROPERTIES

The Company and the Subsidiaries occupy a total of approximately 223,000
square feet in 32 locations. The Company's principal offices are located in
approximately 32,500 square feet of office space at 711 South Meyers Road,
Lombard, Illinois. As indicated below, West Suburban Bank also operates the
facility located at 711 South Meyers Road, Lombard, Illinois as a branch.

The following table sets forth certain information concerning the facilities
of the Subsidiaries:


                             Location of          Approximate
Name of Subsidiary            Facilities          Square Feet           Status
---------------------     -------------------     ------------         --------

West Suburban Bank          711 S. Meyers Rd.         32,500            Owned
                            Lombard, IL

West Suburban Bank          701 S. Meyers Rd.          5,200            Owned
                            Lombard, IL

West Suburban Bank          717 S. Meyers Rd.          7,100            Owned
                            Lombard, IL

West Suburban Bank          100 S. Main St.              325            Owned
                            Lombard, IL

West Suburban Bank          Mr. Z's                      100            Lease
                            401 S. Main St.                            expires
                            Lombard, IL                                  1998

West Suburban Bank          707 N. Main St.            4,100            Owned
                            Lombard, IL

West Suburban Bank          29 E. St. Charles Rd.      3,200            Lease
                            Villa Park, IL                             expires
                                                                         2000

West Suburban Bank          17 W. 754 22nd St.         6,100            Owned
                            Oakbrook, IL

West Suburban Bank          Lexington Square             100            Lease
                            400 W. Butterfield Rd.                     expires
                            Elmhurst, IL                                 1998

West Suburban Bank          2200 Feldot Ln.            4,430             Owned
                            Naperville, IL

West Suburban Bank          879 Geneva Rd.             3,550             Lease
                            Carol Stream, IL                            expires
                                                                          2003

West Suburban Bank          6400 S. Cass Ave.          3,090             Lease
                            Westmont, IL                                expires
                                                                          2000


                                      22

<PAGE>


                            Location of           Approximate
Name of Subsidiary          Facilities            Square Feet           Status
---------------------     -------------------     ------------         --------

West Suburban Bank         221 S. West St.                800            Owned
                           Wheaton, IL

West Suburban Bank         1104 W. Boughton Rd.         4,500            Owned
                           Bolingbrook, IL

West Suburban Bank         295 W. Loop Rd.              4,500            Owned
                           Wheaton, IL

West Suburban Bank         2800 S. Finley Rd.          10,700            Owned
  of Downers Grove/        Downers Grove, IL
  Lombard

West Suburban Bank         Route 59 and                 1,800            Lease
  of Downers Grove/        Meadow Ave.                                  expires
  Lombard                  Warrenville, IL                                1999

West Suburban Bank         Beacon Hill                    100            Month
  of Downers Grove/        2400 S. Finley Rd.                           to month
  Lombard                  Lombard, IL

West Suburban Bank         Lexington Square               100            Lease
  of Downers Grove/        555 Foxworth Blvd.                          expires
  Lombard                  Lombard, IL                                   1997

West Suburban Bank         100 S. Main St.                325            Owned
  of Downers Grove/        Lombard, IL
  Lombard

West Suburban Bank         1122 S. Main St.             6,400            Owned
  of Downers Grove/        Lombard, IL
  Lombard

West Suburban Bank         8001 S. Cass Ave.           17,800            Owned
  of Darien                Darien, IL

West Suburban Bank         1005 75th St.                  800            Owned
  of Darien                Darien, IL

West Suburban Bank         672 E. Boughton Rd.          7,100            Owned
  of Darien                Bolingbrook, IL

West Suburban Bank         355 W. Army Trail Rd.       10,700            Owned
  of Carol Stream/         Bloomingdale, IL
  Stratford Square

West Suburban Bank         401 N. Gary Ave.             6,400            Owned
  of Carol Stream/         Carol Stream, IL
  Stratford Square

                                      23

<PAGE>

                             Location of          Approximate
Name of Subsidiary            Facilities          Square Feet           Status
---------------------     -------------------     ------------         --------

West Suburban Bank         1380 Army Trail Rd.         2,300             Lease
  of Carol Stream/         Carol Stream, IL                             expires
  Stratford Square                                                        2000

West Suburban Bank         1657 Bloomingdale Rd.       4,100             Owned
  of Carol Stream/         Glendale Heights, IL
  Stratford Square

West Suburban Bank         1061 W. Stearns Rd.         3,400             Owned
  of Carol Stream/         Bartlett, IL
  Stratford Square

West Suburban Bank         315 S. Randall Rd.          1,400             Owned
  of Carol Stream/         St. Charles, IL
  Stratford Square

West Suburban Bank         101 N. Lake St.            19,000             Owned
  of Aurora, F.S.B.        Aurora, IL

West Suburban Bank         2000 W. Galena Blvd.       48,000             Owned
  of Aurora, F.S.B         Aurora, IL

West Suburban Bank         1830 Douglas St.            2,500             Owned
  of Aurora, F.S.B.        Montgomery, IL

                                      24

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company or the
Subsidiaries is a party other than ordinary routine litigation incidental to
their respective businesses.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                      25
<PAGE>


                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's authorized and outstanding equity securities consist of Class A
Common Stock, no par value, and Class B Common Stock, no par value. Except as
required by law, rights and privileges of the holders of the Class A Common
Stock and Class B Common Stock are identical.

The Company's per share book value as of the end of each quarter and dividend
information for each quarter is set forth in the following table:
<TABLE>
<CAPTION>
                                                           Class A and Class B
                                                    -----------------------------------
      Year            Quarter                       Book Value      Dividends Declared
      ----            -------                       ----------      -------------------
      <S>               <C>                           <C>                <C>
      1996              4th                           $ 273.62           $4.00
                        3rd                             266.00            4.00
                        2nd                             265.31            4.00
                        1st                             258.36            4.00

      1995              4th                            $254.73           $3.75
                        3rd                             246.47            3.75
                        2nd                             242.69            3.75
                        1st                             237.68            3.75


</TABLE>

The Company's common stock is not traded on any national or regional exchange.
While there is no established trading market for the Company's common stock,
the Company is aware that from time to time limited or infrequent quotations
are made with respect to the Company's common stock and that there occurs
limited trading in the Company's common stock resulting from private
transactions not involving brokers or dealers. Transactions in the Company's
common stock have been infrequent. As of March 15, 1997, the Company had
347,015 shares of Class A Common Stock outstanding and approximately 908
shareholders of record, and had 85,480 shares of Class B Common Stock
outstanding and approximately 218 shareholders of record. Management is aware
of approximately 41 transactions during 1996 involving the sale of
approximately 4,196 shares of Class A Common Stock and approximately 2
transactions during 1996 involving the sale of approximately 17 shares of Class
B Common Stock. The average sale price in such transactions was approximately
$296.42.

ITEM 6.   SELECTED FINANCIAL DATA

The Company hereby incorporates by reference the information called for by Item
6 of this Form 10-K from the section entitled "Selected Financial Data" of the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1996 (attached as Exhibit 13.1 hereto).


                                      26


<PAGE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

The Company hereby incorporates by reference the information called for by Item
7 of this Form 10-K from the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1996
(attached as Exhibit 13.1 hereto).

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company hereby incorporates by reference the information called for by Item
8 of this Form 10-K from the Consolidated Financial Statements and from the
section entitled "Selected Quarterly Financial Data" as set forth in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1996 (attached as Exhibit 13.1 hereto).

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL MATTERS

None.


                                      27


<PAGE>


                                     PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company hereby incorporates by reference the information called for by Item
10 of this Form 10-K regarding directors of the Company from the section
entitled "Election of Directors" of the Company's 1997 Proxy Statement.

Section 16(a) of the 1934 Act requires that the Company's executive officers
and directors and persons who own more than 10% of their Company's Common Stock
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and with the exchange on which the Company's shares of
common stock are traded. Such persons are also required to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on the Company's
review of the copies of such forms furnished to the Company and, if
appropriate, representations made to the Company by any such reporting person
concerning whether a Form 5 was required to be filed for the 1996 fiscal year,
the Company is not aware that any of its directors and executive officers or
10% shareholders failed to comply with the filing requirements of Section 16(a)
during the period commencing January 1, 1996 through December 31, 1996.

ITEM 11.  EXECUTIVE COMPENSATION

The Company hereby incorporates by reference the information called for by Item
11 of this Form 10-K from the section entitled "Executive Compensation" of the
Company's 1997 Proxy Statement; provided, however, Report of the Board of
Directors on Executive Compensation is specifically not incorporated into this
Form 10-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company hereby incorporates by reference the information called for by Item
12 of this Form 10-K from the section entitled "Security Ownership of Certain
Beneficial Owners" of the Company's 1997 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company hereby incorporates by reference the information called for by Item
13 of this Form 10-K from the section entitled "Transactions with Directors,
Officers and Associates" of the Company's 1997 Proxy Statement.


                                      28


<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

ITEM (A)1 AND 2. FINANCIAL STATEMENTS

                 WEST SUBURBAN BANCORP, INC. AND SUBSIDIARIES
                       LIST OF FINANCIAL STATEMENTS AND
                         FINANCIAL STATEMENT SCHEDULES

The following audited Consolidated Financial Statements of the Company and its
subsidiaries and related notes and independent auditors' report are
incorporated by reference from the Company's Annual Report to Shareholders for
the fiscal year ended December 31, 1996 (attached as Exhibit 13.1 hereto).
<TABLE>
<CAPTION>                                                              Annual Report
                                                                          Page No.
                                                                       --------------
     <S>                                                                    <C>
     Report of Independent Auditors                                         5

     Consolidated Balance Sheets - December 31, 1996 and 1995               6

     Consolidated Statements of Income - Years Ended
     December 31, 1996, 1995 and 1994                                       7

     Consolidated Statements of Changes in Shareholders'
     Equity - Years Ended December 31, 1996, 1995 and 1994                  8

     Consolidated Statements of Cash Flows - Years Ended
     December 31, 1996, 1995 and 1994                                       9

     Notes to Consolidated Financial Statements                            11

</TABLE>

The following Condensed Financial Information-Parent Only is incorporated by
reference from Note 16 to the Company's audited Consolidated Financial
Statements as set forth in the Company's Annual Report to Shareholders for the
fiscal year ended December 31, 1996 (attached as Exhibit 13.1).

<TABLE>
<CAPTION>

                                                                        Annual Report
                                                                          Page No.
                                                                       ---------------
     <S>                                                                   <C>
     Condensed Balance Sheets - December 31, 1996 and 1995                 22

     Condensed Statements of Income - Years Ended
     December 31, 1996, 1995 and 1994                                      22

     Condensed Statements of Cash Flows - Years Ended
     December 31, 1996, 1995 and 1994                                      22

</TABLE>

SCHEDULES
---------

Schedules other than those listed above are omitted for the reason that they
are not required or are not applicable or the required information is shown in
the financial statements incorporated by reference or notes thereto.


                                      29


<PAGE>


ITEM 14(a)3.   EXHIBITS

The exhibits required by Item 601 of Regulation S-K are included with this Form
10-K and are listed on the "Index to Exhibits" immediately following the
signature page.

ITEM 14(b). REPORTS ON FORM 8-K

None

***
Upon written request to the Chief Financial Officer of West Suburban Bancorp,
Inc., 711 South Meyers Road, Lombard, Illinois, 60148, copies of the exhibits
listed above are available to shareholders of the Company by specifically
identifying each exhibit desired in the request. A fee of $.20 per page of
exhibit will be charged to shareholders requesting copies of exhibits to cover
copying and mailing costs.


                                      30

<PAGE>

FORM 10-K SIGNATURE PAGE

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

                   WEST SUBURBAN BANCORP, INC.
                   (Registrant)

                   By   /s/ John A. Clark
                      --------------------------------
                        John A. Clark
                        Chief Executive Officer

Date: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 28th day of March, 1997.

     SIGNATURE                                                TITLE

/s/ Kevin J. Acker                     3/28/97
--------------------------           ------------      Chairman of the Board and
Kevin J. Acker                          Date           Director


/s/ John A. Clark                      3/28/97
--------------------------           ------------      Chief Executive Officer
John A. Clark                           Date           and Director


/s/ Duane G. Debs                      3/28/97
--------------------------           ------------      Chief Financial Officer
Duane G. Debs                           Date           and Chief Accounting
                                                       Officer

/s/ David Bell                         3/28/97
--------------------------           ------------      Director
David Bell                              Date


/s/ Peggy P. LoCicero                  3/28/97
--------------------------           ------------      Director
Peggy P. LoCicero                       Date


/s/ Charles P. Howard                  3/28/97
--------------------------           ------------      Director
Charles P. Howard                       Date


     The foregoing includes all of the Board of Directors of the Company.


                                      31

<PAGE>


                               INDEX TO EXHIBITS


Exhibit                                                               Sequential
Number         Description                                             Page No.
-------        -----------                                           -----------

3.1         Articles of Incorporation - Incorporated by reference         N/A
            from Exhibit 3.1 of Form S-1 of the Company dated
            November 10, 1988, under Registration No. 33-25225

3.2         Form of Certificate of Amendment to Articles of               N/A
            Incorporation - Incorporated by reference from
            Exhibit 3.2 of Form S-1 of the Company dated November
            10, 1988, under Registration No. 33-25225

3.3         Certificate of Amendment to Articles of Incorporation         N/A
            dated May 10, 1990 - Incorporated by reference from
            Exhibit 3.3 of the Form 10-K of the Company dated March
            28, 1991, Commission File No. 0-17609

3.4         By-Laws - Incorporated by reference from Exhibit 3.3 of       N/A
            Form S-1 of the Company dated November 10, 1988,
            Registration No. 33-25225

4.1         Specimen of Class A Common Stock certificate -                N/A
            Incorporated by reference from Exhibit 4.1 of the
            Form 10-K of the Company dated March 28, 1991,
            Commission File No. 0-17609

4.2         Specimen of Class B Common Stock certificate -                N/A
            Incorporated by reference from Exhibit 4.1 of the Form
            S-1 of the Company dated November 10, 1988, Registration
            No. 33-25225

4.3         Articles of Incorporation of the Company                      N/A
            (see Exhibits 3.1, 3.2, 3.3 and 3.4 above)

4.4         By-Laws of the Company (see Exhibit 3.4 above)                N/A



                                        32

<PAGE>

                                INDEX TO EXHIBITS
                                    (continued)

Exhibit                                                               Sequential
Number         Description                                             Page No.
-------        -----------                                           -----------

10.1        Employment Agreement between one of the                      N/A
            Company's subsidiaries and Ralph Acker, dated
            December 31, 1985 - Incorporated by reference from
            Exhibit 10.1 of Form S-1 of the Company dated November
            10, 1988, Registration No. 33-25225

10.2        Employment Agreement between one of the                      N/A
            Company's subsidiaries and John A. Clark, dated May
            10, 1989 - Incorporated by reference from Exhibit 10.2
            of Form 10-K of the Company dated March 28, 1990,
            Commission File No. 0-17609

10.3        Employment Agreement between one of the                      N/A
            Company's subsidiaries and Keith W. Acker, dated
            November 10, 1989 - Incorporated by reference from
            Exhibit 10.3 of Form 10-K of the Company dated March
            28, 1990, Commission File No. 0-17609

10.4        Employment Agreement between one of the                      N/A
            Company's subsidiaries and Alana S. Acker, dated May
            9, 1989 - Incorporated by reference to Exhibit 10.5 of
            Form 10-K of the Company dated March 28, 1990,
            Commission File No. 0-17609

10.5        Employment Agreement between one of the                      N/A
            Company's subsidiaries and Kevin J. Acker, dated May
            9, 1989 - Incorporated by reference from Exhibit 10.6
            of Form 10-K of the Company dated March 28, 1990,
            Commission File No. 0-17609

10.6        Employment Agreement between one of the                      N/A
            Company's subsidiaries and Gregory Ruffolo, dated
            May 9, 1989 - Incorporated by reference from Exhibit
            10.7 of Form 10-K of the Company dated March 28, 1990,
            Commission File No. 0-17609


                                       33

<PAGE>

                               INDEX TO EXHIBITS
                                  (continued)
Exhibit                                                               Sequential
Number         Description                                             Page No.
-------        -----------                                           -----------

10.7        Employment Agreement between one of the                      N/A
            Company's subsidiaries and Michael P. Brosnahan,
            dated May 10, 1989 - Incorporated by reference from
            Exhibit 10.8 of Form 10-K of the Company dated March
            28, 1990, Commission File No. 0-17609

10.8        Employment Agreement between one of the                      N/A
            Company's subsidiaries and Gregory L. Young, dated
            November 14, 1990 - Incorporated by reference from
            Exhibit 10.9 of Form 10-K of the Company dated March
            28, 1991, Commission File No. 0-17609

10.9        Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and John A. Clark, dated
            November 14, 1990 - Incorporated by reference from
            Exhibit 10.10 of Form 10-K of the Company dated
            March 28, 1991, Commission File No. 0-17609

10.10       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Keith W. Acker, dated
            November 14, 1990 - Incorporated by reference from
            Exhibit 10.11 of Form 10-K of the Company dated March
            28, 1991, Commission File No. 0-17609

10.11       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Michael P. Brosnahan,
            dated November 14, 1990 - Incorporated by reference
            from Exhibit 10.13 of Form 10-K of the Company dated
            March 28, 1991, Commission File No. 0-17609


                                      34


<PAGE>

                               INDEX TO EXHIBITS
                                  (continued)

Exhibit                                                               Sequential
Number         Description                                             Page No.
-------        -----------                                           -----------

10.12       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Gregory L. Young,
            dated November 14, 1990 - Incorporated by reference
            from Exhibit 10.14 of Form 10-K of the Company dated
            March 28, 1991, Commission File No. 0-17609

10.13       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Alana S. Acker, dated
            November 13, 1990 - Incorporated by reference from
            Exhibit 10.15 of Form 10-K of the Company dated March
            28, 1991, Commission File No. 0-17609

10.14       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Gregory M. Ruffolo,
            dated November 13, 1990 - Incorporated by reference
            from Exhibit 10.16 of Form 10-K of the Company dated
            March 28, 1991, Commission File No. 0-17609

10.15       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Kevin J. Acker, dated
            November 13, 1990 - Incorporated by reference from
            Exhibit 10.17 of Form 10-K of the Company dated March
            28, 1991, Commission File No. 0-17609

10.16       Employment Agreement between one of the Company's            N/A
            subsidiaries and Stanley C. Celner, Jr., dated December
            10, 1991 - Incorporated by reference from Exhibit 10.18
            of Form 10-K of the Company dated March 28, 1992,
            Commission File No. 0-17609


                                       35


<PAGE>
                               INDEX TO EXHIBITS
                                  (continued)

Exhibit                                                              Sequential
Number         Description                                             Page No.
-------        -----------                                           ----------

10.17       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Stanley C. Celner,
            Jr., dated December 10, 1991 - Incorporated by
            reference from Exhibit 10.19 of Form 10-K of the
            Company dated March 28, 1992, Commission File
            No. 0-17609

10.18       Employment Agreement between one of the Company's            N/A
            subsidiaries and Duane G. Debs, dated as of March 8,
            1993 - Incorporated by reference from Exhibit 10.20 of
            Form 10-K of the Company dated March 28, 1994,
            Commission File No. 0-17609

10.19       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Duane G. Debs, dated
            as of March 8, 1993 - Incorporated by reference from
            Exhibit 10.21 of Form 10-K of the Company dated March
            28, 1994, Commission File No. 0-17609

10.20       Employment Agreement between one of the Company's            N/A
            subsidiaries and Jacqueline R. Weigand, dated as of
            March 8, 1993 - Incorporated by reference from Exhibit
            10.22 of Form 10-K of the Company dated March 28,
            1994, Commission File No. 0-17609

10.21       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Jacqueline R.
            Weigand, dated as of March 8, 1993 - Incorporated by
            reference from Exhibit 10.23 of Form 10-K of the
            Company dated March 28, 1994, Commission File No.
            0-17609

10.22       Employment Agreement between one of the Company's            N/A
            subsidiaries and Timothy P. Dineen, dated as of
            March 8, 1993 - Incorporated by reference from Exhibit
            10.24 of Form 10-K of the Company dated March 28,
            1994, Commission File No. 0-17609


                                       36

<PAGE>

                               INDEX TO EXHIBITS
                                  (continued)

Exhibit                                                              Sequential
Number         Description                                             Page No.
-------        -----------                                           ----------

10.23       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and Timothy P. Dineen,
            dated as of March 8, 1993 - Incorporated by reference
            from Exhibit 10.25 of Form 10-K of the Company dated
            March 28, 1994, Commission File No. 0-17609

10.24       Employment Agreement between one of the Company's            N/A
            subsidiaries and Steven A. Jennrich, dated as of
            January 12, 1994 - Incorporated by reference from
            Exhibit 10.28 of Form 10-K of the Company dated
            March 28, 1995, Commission File No. 0-17609

10.25       Deferred Compensation Agreement between one of the           N/A
            Company's subsidiaries and Steven A. Jennrich, dated
            as of January 12, 1994 - Incorporated by reference from
            Exhibit 10.29 of Form 10-K of the Company dated
            March 28, 1995, Commission File No. 0-17609

10.26       Amended Employment Agreement between one of the              N/A
            Company's subsidiaries and Jacqueline R. Weigand,
            dated as of August 9, 1994 - Incorporated by reference
            from Exhibit 10.30 of Form 10-K of the Company dated
            March 28, 1995, Commission File No. 0-17609

10.27       Amended Employment Agreement between one of the              N/A
            Company's subsidiaries and Timothy P. Dineen, dated
            as of August 9, 1994 - Incorporated by reference from
            Exhibit 10.31 of Form 10-K of the Company dated
            March 28, 1995, Commission File No. 0-17609

10.28       Employment Agreement between one of the                      N/A
            Company's subsidiaries and George E. Ranstead,
            dated as of November 9, 1994 - Incorporated by
            reference from Exhibit 10.32 of Form 10-K of the
            Company dated March 28, 1995, Commission File
            No. 0-17609


                                       37

<PAGE>

                               INDEX TO EXHIBITS
                                  (continued)
Exhibit                                                              Sequential
Number         Description                                             Page No.
-------        -----------                                           ----------

10.29       Deferred Compensation Agreement between one                  N/A
            Company's subsidiaries and George E. Ranstead,
            dated as of November 9, 1994 - Incorporated by
            reference from Exhibit 10.33 of Form 10-K of the
            Company dated March 28, 1995, Commission File
            No. 0-17609

10.30       Employment Agreement between one of the                      N/A
            Company's subsidiaries and David S. Orr, dated as
            of November 9, 1994 - Incorporated by reference
            from Exhibit 10.34 of Form 10-K of the Company
            dated March 28, 1995, Commission File  No. 0-17609

10.31       Deferred Compensation Agreement between one of               N/A
            the Company's subsidiaries and David S. Orr,
            dated as of November 9, 1994 - Incorporated by
            reference from Exhibit 10.35 of Form 10-K of the
            Company dated March 28, 1995, Commission File
            No. 0-17609

10.32       Employment Compensation Agreement Amendment                  N/A
            between the Company's Subsidiaries and John Clark,
            Kevin Acker, Keith Acker and Alana Acker,- Incorporated
            by reference from Exhibit 10.36 of Form 10-K of the
            Company dated March 28, 1996, Commission File
            No. 0-17609.

10.33       Employment Compensation Agreement Amendment                  N/A
            between the Company's subsidiaries and the
            Company's other contract employees except for John
            Clark, Kevin Acker, Keith Acker and
            Alana Acker, - Incorporated by reference from Exhibit
            10.37 of Form 10-K of the Company dated March
            28, 1996, Commission File No. 0-17609.

13.1        Annual Report to Shareholders of the                         39
            Company for fiscal year ended December 31, 1996

21.1        Subsidiaries of Registrant                                   79

27          Financial Data Schedule                                      80


                                       38

<PAGE>