March 17, 1998

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of North Bancshares,
Inc. (the "Company"), I cordially invite you to attend the Company's Annual
Meeting of Stockholders (the "Meeting"). The Meeting will be held at
10:00 a.m., local time, on April 22, 1998 at the Chicago Historical Society,
located at 1601 N. Clark Street, Chicago, Illinois.

At the Meeting, stockholders are being asked to elect two directors and
to ratify the appointment of KPMG Peat Marwick LLP as the Company's independent
auditors for the fiscal year ending December 31, 1998. Stockholders are also
being asked to vote on three resolutions proposed by stockholders, as described
herein. Your Board of Directors unanimously recommends that you vote FOR the
nominees named herein and FOR the ratification of the appointment of independent
auditors. Your Board of Directors unanimously recommends that you vote AGAINST
the stockholder proposals.

Whether or not you plan to attend, PLEASE READ THE ENCLOSED PROXY
STATEMENT AND THEN COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN
THE ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.

This action will save the Company additional expense in soliciting proxies and
will ensure that your shares are represented at the Meeting.

Thank you for your attention to this important matter.

Very truly yours,

MARY ANN HASS
Chairman and Chief Executive
Officer

NORTH BANCSHARES, INC.
100 West North Avenue
Chicago, Illinois 60610
(312) 664-4320

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 22, 1998

Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of North Bancshares, Inc. ("North Bancshares" or the "Company") will
be held at the Chicago Historical Society, located at 1601 North Clark Street,
Chicago, Illinois, at 10:00 a.m., local time, on April 22, 1998.

A Proxy Card and a Proxy Statement for the Meeting are enclosed.

The Meeting is for the purpose of considering and acting upon:

1. the election of two directors of the Company;

2. the ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending
December 31, 1998;

3. a stockholder proposal concerning voting provisions in the Company's
Certificate of Incorporation;

4. a stockholder proposal concerning the calling of special meetings of
stockholders;

5. a stockholder proposal concerning the classification of the Company's
Board of Directors;

and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to properly come before the Meeting other than a stockholder
proposal which has been excluded from accompanying Proxy Statement pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934.

Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record as of the close of business
on March 2, 1998 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof.

You are requested to complete and sign the enclosed Proxy Card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.

By Order of the Board of Directors

Mary Ann Hass
Chairman and Chief Executive Officer

Chicago, Illinois
March 17, 1998

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.

PROXY STATEMENT

NORTH BANCSHARES, INC.
100 West North Avenue
Chicago, Illinois 60610
(312) 664-4320

ANNUAL MEETING OF STOCKHOLDERS
April 22, 1998

This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of North Bancshares, Inc. ("North
Bancshares" or the "Company") of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the Chicago
Historical Society, located at 1601 North Clark Street, Chicago, Illinois, on
April 22, 1998, at 10:00 a.m., local time, and all adjournments and
postponements of the Meeting. The accompanying Notice of Meeting and form of
proxy and this Proxy Statement are first being mailed to stockholders on or
about March 17, 1998. Certain of the information provided herein relates to
North Federal Savings Bank ("North Federal" or the "Bank"), a wholly owned
subsidiary of the Company.

At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors of the Company, a proposal to ratify
the appointment of KPMG Peat Marwick LLP as the Company's independent auditors
for the fiscal year ending December 31, 1998 and three stockholder proposals, as
described herein.

VOTE REQUIRED AND PROXY INFORMATION

All shares of the Company's common stock, par value $.01 per share
("Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted FOR the nominees named
herein, FOR the ratification of the appointment of the independent auditors and
AGAINST each of the stockholder proposals. The Company does not know of any
matters, other than as described in the Notice of Meeting, that may properly
come before the Meeting other than a stockholder proposal that has been excluded
from this Proxy Statement pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934. The Company is also aware of certain other stockholder proposals
that have not been properly presented to the Company for consideration at the
Meeting. In the event any of such propasals are properly presented to the
Company for consideration at the Meeting or any adjournment or postponement
thereof, it is intended that holders of proxies solicited on behalf of the
Board of Directors will use their discretionary authority to vote against
such proposals. If any other proposals or other business should properly come
before the Meeting or any adjournment or postponement thereof, the holders of
proxies acting thereunder will have the discretion to vote on such matters
in accordance with their best judgement.

Directors shall be elected by a plurality of the votes cast in person
or by proxy at the Meeting. In all matters other than the election of directors,
the affirmative vote of the majority of the votes cast on the matter shall be
the act of the stockholders. Proxies marked to abstain with respect to a
proposal will have the same effect as votes against the proposal. Votes withheld
(for the election of directors) and broker non-votes will have no effect on the
vote. One- third of the shares of the Company's Common Stock, present in person
or represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.

A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Victor E.
Caputo, Secretary, North Bancshares, Inc., 100 West North Avenue, Chicago,
Illinois 60610.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Stockholders of record as of the close of business on March 2, 1998
will be entitled to one vote for each share then held. As of that date, the
Company had 1,300,286 shares of Common Stock issued and outstanding. The
following table sets forth, as of March 2, 1998, information regarding share
ownership of: (i) those persons or entities known by management to beneficially
own more than five percent of the Company's Common Stock; and (ii) all
directors and officers of the Company and the Bank as a group. For information
regarding share ownership by the directors of the Company, see "Election
of Directors."

BENEFICIAL OWNER SHARES BENEFICIALLY PERCENT OF
OWNED CLASS

North Bancshares, Inc.(1) 160,391 12.34%
Employee Stock Ownership Plan
100 West North Avenue
Chicago, Illinois 60610

Mary Ann Hass/Elmer L. Hass(2) 123,987 9.33
100 West North Avenue
Chicago, Illinois 60610

Robert H. Rusher(3) 101,548 7.61
100 West North Avenue
Chicago, Illinois 60610

Directors and executive 383,166 27.08
officers of the Company
and the Bank as a group
(10 persons)(4)

<FN>
(1) The amount reported represents shares held by the Company's Employee Stock
Ownership Plan ("ESOP"), 82,600 of which were allocated to accounts of
participants. John P. Koch, the trustee of the ESOP, may be deemed to
beneficially own the shares held by the ESOP which have not been allocated
to the accounts of participants.

(2) Includes shares held directly, jointly with family members, in a retirement
account of either individual or allocated to the ESOP account of Mrs. Hass,
and 28,986 shares subject to options granted under the 1993 Stock Option
and Incentive Plan ("Stock Option Plan") which are currently exercisable or
which will become exercisable within 60 days of March 2, 1998. Mr. and Mrs.
Hass are deemed to beneficially own all shares held either directly or
indirectly by either individual.

(3) Includes shares held directly and jointly with family members, as well as
34,158 shares subject to options granted under the Stock Option Plan which
are currently exercisable or which will become exercisable within 60 days
of March 2, 1998.

(4) Includes shares held directly, as well as jointly with family members, and
shares held in retirement accounts in a fiduciary capacity or by certain
family members, with respect to which shares the group members may be
deemed to have shared or sole voting and/or investment power. This amount
includes 114,388 shares in the aggregate subject to options granted under
the Stock Option Plan which are currently exercisable or which will become
exercisable within 60 days of March 2, 1998.
</FN>

I. ELECTION OF DIRECTORS

GENERAL

The Company's Board of Directors currently consists of six members. The
Board is divided into three classes, each of which contains approximately
one-third of the members of the Board. Approximately one-third of the directors
are elected annually. Directors of the Company are elected to serve for a
three-year period or until their respective successors are elected and
qualified. The Company notes with great sorrow the passing of Director Michael

J. Perri on April 27, 1997. Mr. Gregory W. Rose was appointed to the
position vacated by Mr. Perri's death for a term to expire in 2000.

The table below sets forth certain information regarding the
composition of the Company's Board of Directors, including each director's term
of office. The Board of Directors acting as the nominating committee has
recommended and approved the nominees identified in the following table. It is
intended that the proxies solicited on behalf of the Board of Directors (other
than proxies in which the vote is withheld as to a nominee) will be voted at the
Meeting FOR the election of the nominees identified below. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute nominee as the Board of Directors may recommend.
At this time, the Board of Directors knows of no reason why any nominee may be
unable to serve, if elected. Except as disclosed herein, there are no
arrangements or understandings between the nominees and any other person
pursuant to which the nominees were selected.

SHARES OF
COMMON STOCK
POSITION(S) HELD BENEFICIALLY PERCENT
IN THE DIRECTOR TERM TO OWNED AT OF
NAME AGE(1) COMPANY SINCE(2) EXPIRE MARCH 2, 1998(3) CLASS(3)
- ------------------- ---------- ------------------ ---------- --------- ----------------- -----------

NOMINEE

Mary Ann Hass 65 Chairman of the 1962 1998 123,987(4) 9.33%
Board and Chief
Executive Officer

Joseph A. Graber 47 President and 1993 1998 64,673 4.92
Director

DIRECTORS CONTINUING IN OFFICE

Robert H. Rusher 69 Director 1993 1999 101,548 7.61

Elmer L. Hass 69 Director 1968 1999 123,987(4) 9.33

Gregory W. Rose 38 Director 1997 2000 5,250 0.40

James L. Ferstel 70 Director 1983 2000 37,229 2.84

<FN>
(1) At December 31, 1997.

(2) Includes service as a director of the Bank.

(3) Amounts include shares held directly and jointly with family members, as
well as shares held in retirement accounts, allocated to the ESOP accounts
of the named individuals, held by certain members of the named individuals'
families, or held by trusts of which the named individual is a trustee or
substantial beneficiary, with respect to which shares the respective
directors may be deemed to have sole or shared voting and/or investment
power. Amounts also include 10,414 shares subject to options granted to
Messrs. Ferstel and Hass and 3,750, 18,572, 34,158 and 15,000 shares
subject to options granted to Mr. Rose, Chairman Hass, Mr. Rusher and Mr.
Graber, respectively, which are currently exercisable or which will become
exercisable within 60 days of March 2, 1998.

(4) Mr. and Mrs. Hass may be deemed to beneficially own all shares held
directly or indirectly by each other.
</FN>

The business experience of each director of the Company is set forth
below. All directors have held their present position for at least the past five
years unless otherwise indicated.

Mary Ann Hass - Mrs. Hass has served as Chairman of the Board and
Chief Executive Officer of the Company since its incorporation in 1993, and
as Chairman of the Board and Chief Executive Officer of the Bank since
1968. She has served in various capacities since beginning her career with the
Bank in 1950. Mrs. Hass has served on the Board of Directors of the Illinois
League of Financial Institutions, the Board of Trustees of the Latin School of
Chicago and the Board of Directors of the New City YMCA, formerly known as ISHAM
YMCA. She is also a past Chairman and Director of the Chicagoland Association of
Savings Institutions, past President and Director of the Federal Savings and
Loan Council of Illinois and past President and Director of the Lincoln Park
Chamber of Commerce. She also has served on the Board of Directors and
Supervisory Committee of the Norwood Park Catholic Credit Union. Mrs. Hass
currently serves on the Resource Development Committee of the Neighborhood
Housing Services of Chicago, Inc. and is a member of The Economic Club and
Executive Club of Chicago. Mrs. Hass has also served on the Publications
Committee and the Housing Finance Development Committees of the International
Union of Housing Finance Institutions. Mrs. Hass is the wife of Director Elmer
L. Hass and sister-in-law of Director Robert H. Rusher.

Joseph A. Graber - Mr. Graber was appointed President of the Company
and the Bank in 1995 after serving as Executive Vice President and Corporate
Secretary of the Company since its formation in 1993, and Executive Vice
President, Corporate Secretary and Advisory Director of the Bank since 1992. Mr.
Graber has served as Assistant Controller, Branch Manager, Vice President and
Senior Vice President during his tenure with the Bank, which began in 1972. Mr.
Graber serves on the Board of Directors of the Lincoln Park Chamber of Commerce.
He also serves of the Board of the Friends of the Near North Library. Mr. Graber
was also appointed to serve on the Citizens Advisory Council for the Community
Area Resident Economic Center. Mr. Graber is a past President of the Wilmette
Kiwanis Club and has served on the Board of Directors of the Wilmette Chamber of
Commerce. He was also Trustee of the Chicago Savings and Trust Forum and
Chairman of the Lincoln Park Unit of the American Cancer Society.

Robert H. Rusher - Mr. Rusher retired in 1995 after serving as
President and Chief Operating Officer of the Company since its formation in
1993, and President and Chief Operating Officer of the Bank since 1992. He was
elected to the Board of Directors of the Bank in 1960 while serving as attorney
to the Bank, and was appointed an Advisory Director in 1979. Before beginning
his career with the Bank, Mr. Rusher was an associate with the law firm of Koch
& Koch and a partner in the law firm of Eley, Rusher and Koch. Mr. Rusher also
served on the Board of Directors of the Chicagoland Association of Savings
Institutions and the Lincoln Park Conservation Association. Mr. Rusher is the
brother-in-law of Mrs. Hass.

Elmer L. Hass - Mr. Hass was employed as a foreman by Cragin Metal
Products, Inc. from 1955 until his retirement on November 30, 1993. Mr. Hass is
Mrs. Hass' husband.

Gregory W. Rose - Mr. Rose is an owner, director and managing partner
of Monarch Tool and Die Company and STAG Real Estate Holdings. Mr. Rose was
elected as a director of the Bank in April 1997 and appointed as a director of
the Company in August 1997.

James L. Ferstel - Mr. Ferstel has been a practicing attorney in the
Chicago area since 1952.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

MEETINGS AND COMMITTEES OF THE COMPANY'S BOARD OF DIRECTORS. The
Company's Board of Directors meets as needed upon the written request of the
Chairman of the Board or at least three Directors. The Board of Directors met
twelve times during fiscal 1997. During fiscal 1997, no incumbent director of
the Company attended fewer than 75% of the total number of Board meetings held
while he or she was a director and the total number of meetings held by the
committees of the Board of Directors on which he or she served during the period
that he or she served. The Company's Directors are paid a fee of $250 per
meeting attended for their services as such unless such meeting is held
immediately following a meeting of the Bank's Board of Directors in which case
no fee is paid for the meeting of the Company's Board of Directors.

The Board of Directors of the Company has standing Audit, Compensation
and Allocation, Executive and Nominating Committees.

The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management the
systems of internal control and internal audit reports and ensures that the
books and records of the Company are kept in accordance with applicable
accounting principles and standards. The members of the Audit Committee are
Messrs. Hass, Ferstel and Rusher. This committee met once during the fiscal year
ended December 31, 1997.

The Compensation and Allocation Committee is composed of Messrs.
Ferstel, Rose and Hass. This committee administers the Company's Stock Option
Plan and the Recognition and Retention Plan, and reviews compensation and
benefit matters. This committee met three times during the fiscal year ended
December 31, 1997.

The Executive Committee is composed of Mrs. Hass and Messrs. Graber
and Rusher. To the extent authorized by the Board of Directors and the Bylaws,
this committee exercises all of the authority of the Board of Directors between
Board Meetings. Specifically, the committee works with senior management to
accomplish the objectives of the Company and to formulate future business
strategies. The Executive Committee did not meet during the year ended December
31, 1997.

The Nominating Committee is composed of Messrs. Ferstel, Rose and
Rusher and is responsible for selecting nominees for election as directors. The
Nominating Committee met once during fiscal 1997. While the Nominating Committee
will consider nominees recommend by stockholders, the Nominating Committee has
not actively solicited such recommendations.

MEETINGS AND COMMITTEES OF THE BANK'S BOARD OF DIRECTORS. The Bank's
Board of Directors meets monthly and may have additional special meetings upon
the written request of the Chairman of the Board or at least three directors.
The Board of Directors met 13 times during the year ended December 31, 1997.
During fiscal 1997, no incumbent director of the Bank attended fewer than 75% of
the total number of Board meetings held while he or she was a director and the
total number of meetings held by the committees of the Board of Directors on
which he or she served during the period that he or she served. Directors and
Advisory Directors of the Bank were each paid an annual retainer fee of $8,400
and an additional fee of $300 per meeting attended during fiscal 1997.

The Bank has standing Asset Liability-Risk Management, Compensation and
Allocation, Community Reinvestment Act ("CRA"), Executive, Interest Rate and
Loan Committees.

The Asset-Liability Risk Management Committee evaluates the Bank's
assets and liabilities and identifies problem assets. The committee also
considers investment recommendations and determines actions to be taken thereon.
The current members of this committee are Mrs. Hass, Mr. Graber, Victor E.
Caputo, Executive Vice President and Secretary of the Company and the Bank and
Martin Trofimuk, Vice President and Treasurer of the Company and the Bank. This
committee held four meetings during the year ended December 31, 1997.

The Compensation and Allocation Committee establishes the salaries of
Bank personnel and reviews other compensation and benefit matters. Messrs.
Ferstel, Rose and Hass are the current members of the Compensation and
Allocation Committee. This committee met one time during fiscal 1997.

The CRA Committee reviews the Bank's CRA Statement and the Bank's
general overall compliance with the requirements of the CRA and makes
recommendations or changes on the CRA Statement to the Board. The CRA Committee
is composed of Mr. Graber and John K. Taylor, Vice President of the Bank. This
committee met twice during fiscal 1997.

The Bank's Executive Committee exercises the powers of the full Board
of Directors between Board meetings, except that this committee does not have
the authority of the Board to amend the charter or bylaws, adopt a plan of
merger, consolidation, dissolution, or provide for the disposition of all or
substantially all of the property

and assets of the Bank. The Executive Committee is composed of Mrs. Hass
and Messrs. Graber and Rusher. The
Executive Committee did not meet during the year ended December 31, 1997.

The Interest Rate Committee manages the Bank's interest rate risk and
sets the interest rates paid by the Bank. The committee consists of Mrs. Hass
and Messrs. Graber, Caputo and Trofimuk and meets once per week.

The Loan Committee reviews and evaluates loans and approves loans and
loan commitments, within the guidelines established by the Board. The current
members of this committee are Mrs. Hass and Messrs. Graber, Caputo and Taylor.
The Loan Committee met as necessary to approve loan applications, review loan
policies and set interest rates during the year ended December 31, 1997.

EXECUTIVE COMPENSATION

The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.

The following table sets forth information regarding compensation paid
by the Company and the Bank to their Chief Executive Officer for services
rendered during the fiscal year ended December 31, 1997. There were no other
executive officers whose salary and bonus for fiscal 1997 exceeded $100,000.

SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
- ---------------------------------------------------------------------- -------------------------- --------
OTHER RESTRICTED
Name and ANNUAL STOCK OPTIONS/ LTIP All Other
Principal Salary Bonus COMPENSATION AWARD(S) SARS PAYOUTS Compensation
Position Year ($)(1) ($) ($)(3) ($) (#) ($) ($)(4)
- --------------------------------------------------------------------------------------------------------------------------

Mary Ann Hass 1997 $136,800 $3,190(2) $ --- $ --- $ --- --- $54,715
Chairman and
Chief Executive 1996 127,350 7,068(2) --- --- --- --- 37,622
Officer
1995 115,850 24,687(2) --- --- --- --- 33,089

<FN>
(1) Includes director's fees of $12,800, $11,350 and $10,850 for fiscal 1997,
1996 and 1995, respectively.

(2) Represents a payment in lieu of a pension plan contribution.

(3) Does not include perquisites which did not exceed the lesser of $50,000 or
10% of Mrs. Hass' salary and bonus.

(4) Represents the dollar value of term life insurance premiums paid by the
Bank on Mrs. Hass' behalf and contributions to Mrs. Hass' account under the
ESOP, respectively, as follows: (i) 1997 - $2,520 and $52,195; (ii) 1996 -
$1,404 and $36,218; and (iii) 1995 - $1,404 and $31,685.
</FN>

The following table provides information as to stock options exercised
by the Company's Chief Executive Officer during fiscal 1997 and the value of the
options held by the Chief Executive Officer on December 31, 1997. No stock
options or stock appreciation rights were granted to the Chief Executive Officer
during fiscal 1997.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- ---------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(1)
-------------------------------------------------------------
SHARES VALUE
NAME ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
ON EXERCISE (#) ($) (#) (#) ($) ($)
- --------------- ----------------- -------- ----------- -------------- ----------- ---------------

Mary Ann Hass 10,000 $96,250 37,072 --- $415,577 $ ---
=====================================================================================================================
<FN>
(1) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the options granted based upon the option
exercise price of $6.67 per share and the closing price of $17.88 per
share as reported on the Nasdaq National Market on December 31, 1997.
</FN>

EMPLOYMENT AGREEMENTS

The Bank has entered into employment agreements with Chairman Hass and
Messrs. Graber, Caputo and Trofimuk. The employment agreements are designed to
assist the Bank and the Company in maintaining a stable and competent management
base. The continued success of the Bank and the Company depends to a significant
degree on the skills and competence of their officers. The employment agreements
provide for an annual base salary in an amount not less than the employee's then
current salary and a term of three years with respect to Chairman Hass and
Messrs. Graber and Caputo, and one year with respect to Mr. Trofimuk. The
agreements provide for extensions of one year, in addition to the then-remaining
term under the agreement, on each anniversary of the effective date of the
agreements, subject to a performance evaluation performed by disinterested
members of the Board of Directors of the Bank. The agreements provide for
termination upon the employee's death, for cause or in certain events specified
by the regulations of the Office of Thrift Supervision ("OTS"). The employment
agreements are also terminable by the employee upon 90 days notice to the Bank.

The employment agreements provide for payment to the employee of his or
her salary for the remainder of the term of the agreement, plus up to 299% of
the employee's base compensation with respect to Chairman Hass and Messrs.
Graber and Caputo, and up to 100% of base compensation with respect to Mr.
Trofimuk, in the event there is a "change in control" of the Bank where
employment terminates involuntarily in connection with such change in control or
within 12 months thereafter. This termination payment is subject to reduction by
the amount of all other compensation to the employee deemed for purposes of the
Internal Revenue Code of 1986, as amended, to be contingent on a "change in
control," and may not exceed three times the employee's average annual
compensation over the most recent five year period or be non-deductible by the
Bank for federal income tax purposes. For the purposes of the employment
agreements, a "change in control" is defined as any event which would require
the filing of an application for acquisition of control or notice of change in
control pursuant to 12 C.F.R. ss. 574.3 or 4. Such events are generally
triggered prior to the acquisition or control of 10% of the Company's Common
Stock. The agreements guarantee participation in an equitable manner in employee
benefits applicable to executive personnel.

Based on their current salaries, if the employment of Chairman Hass and
Messrs. Graber, Caputo and Trofimuk had been terminated as of December 31, 1997,
under circumstances entitling them to severance pay as

described above, they would have been entitled to receive lump sum cash payments
of approximately $371,000 $248,000, $217,000 and $51,000, respectively.

CERTAIN TRANSACTIONS

The Bank has followed a policy of granting consumer loans and loans
secured by the borrower's personal residence to officers, directors and
employees. All loans to executive officers and directors are made in the
ordinary course of business and on the same terms and conditions as those of
comparable transactions prevailing at the time, in accordance with the Bank's
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features. Loans to executive
officers and directors must be approved by a majority of the disinterested
directors and loans to other officers and employees must be approved by the
Bank's Loan Committee. All loans by the Bank to its directors and executive
officers are subject to OTS regulations restricting loan and other transactions
with affiliated persons of the Bank. Federal law currently requires that all
loans to directors and executive officers be made on terms and conditions
comparable to those for similar transactions with non-affiliates. As required
under Federal law, all loans to executive officers and directors are made in the
ordinary course of business and on the same terms and conditions as those of
comparable transactions prevailing at the time, in accordance with the Company's
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features.

The Bank has made several loans to its directors and officers, or
certain family members or affiliates thereof, in the ordinary course of business
and on the same terms, including collateral and interest rates, as those
prevailing at the time for comparable transactions with other persons and which
did not involve more than the normal risk of collectibility or present other
unfavorable features or which complied with applicable rules concerning loans to
such persons in effect at the time when the loans were made.

II. RATIFICATION OF THE APPOINTMENT OF AUDITORS

The Board of Directors has renewed the Company's arrangement for KPMG
Peat Marwick LLP to be its auditors for the 1998 fiscal year, subject to the
ratification of the appointment by the Company's stockholders at the Meeting. A
representative of KPMG Peat Marwick LLP is expected to attend the Annual Meeting
to respond to appropriate questions and will have an opportunity to make a
statement if he so desires.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK AS THE COMPANY'S AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.

STOCKHOLDER PROPOSALS

Management receives suggestions and proposals throughout the year from
stockholders, customers of the Bank and others. Such proposals are welcomed, and
management seeks to assure that its views on the action it proposes to take in
their implementation or rejection are communicated to the proponent. Some
proposals from stockholders are presented to the Company in the form of
resolutions, and they may be adopted and implemented by management after review
with and agreement by their proponents, and therefore, need not be presented to
the stockholders. Other resolutions from stockholders, like the ones presented
below, are properly presented to the Company, but are regarded by management as
not being in the best interests of the Company or its stockholders, and are
presented in the proxy materials to the stockholders for a vote as required by
law. The following proposals are only advisory and are not binding on the
Company.

The name and address and the number of shares held by the stockholders
submitting the following proposals will be furnished by the Company to any
person either orally or in writing as requested, promptly upon the receipt of
any oral or written request therefor.

III. STOCKHOLDER PROPOSAL CONCERNING VOTING PROVISIONS
IN THE COMPANY'S CERTIFICATE OF INCORPORATION

PROPOSED RESOLUTION

ELIMINATE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS

"RESOLVED, that the stockholders of the Company recommend that the
Board of Directors undertake a thorough review of the Company's Certificate of
Incorporation and By-laws for the purpose of identifying and removing all of
those provisions that limit stockholder participation and that the Board of
Directors act to amend Article XIII of the Certificate of Incorporation to
eliminate the requirements of an eighty percent (80%) affirmative vote by
adopting a resolution to that effect and submitting it to a vote of the
stockholders at a special meeting called for that purpose as promptly as
practicable following the 1998 Annual Meeting."

PROPONENT STATEMENT

AMEND VOTING REQUIREMENTS TO AMEND ARTICLE/BYLAWS

Proponent requests that the board conduct a review of the company's
certificate of incorporation and bylaws to identify and remove provisions that
limit stockholder participation. At a minimum, the proposal requests that the
board remove provisions from the charter which require the approval of eighty
percent (80%) of the company's shares to amend the certificate regarding the
structure of the board of directors and stockholders' rights to call a special
meeting. This proposal asks that the board call a special meeting to approve the
repeal of such provisions.

The supermajority vote requirements to amend the certificate provisions
relating to the structure of the board and stockholders' rights to call a
special meetings serve only to entrench and isolate the board of directors.
Proponent believes that stockholders should have the authority to approve any
amendment to the company's certificate by a simple majority of the stockholder
vote, as a check on the board's practices and policies that may deny
stockholders the full value of their shares. The supermajority requirements have
protected past board actions that are considered to be contrary to the board's
duty to enhance the sustainable value of the shares in the market.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL FOR
THE FOLLOWING REASONS.

The Board of Directors considers the proposal to be vague and
indefinite. The proposal requests that the Board remove all provisions that
purportedly "limit stockholder participation" without specifically identifying
the provisions requested to be removed (other than citing one example).
Therefore, if the proposal were approved, it is unclear as to what actions the
Board might be requested to take.

The Board believes that the provisions in the Certificate of
Incorporation that require an 80% majority vote do not limit stockholder
participation. Stockholders have the right to vote on any matter that is
properly brought before them for a vote and are entitled to the same number of
votes regardless of the total number of votes needed for approval of the matter.
They are not in any way denied the privilege of voting on issues because of any
supermajority requirement that is contained in the Certificate of Incorporation.

In addition, the proponent states, "The supermajority requirements have
protected past board actions that are considered to be contrary to the Board's
duty to enhance the sustainable value of the shares in the market." This
statement is made without any support or basis in fact and the supporting
statement does not mention any negative prior actions of the Board of Directors.

The supermajority voting requirements in the Company's Certificate of
Incorporation and Bylaws, along with certain other protective measures, enable
the Board to represent more effectively the interests of all stockholders in a
wide variety of circumstances, including those created by the actions of a
minority stockholder or group of

stockholders. Provisions similar to these requirements are contained in many
public companies' corporate governance documents (including those of most
publicly held thrift institution holding companies).

The purpose of these provisions is to strengthen the Board's ability,
in the exercise of its fiduciary duties, to protect and maximize the value of
stockholders' investment in the Company in the event of an attempt to acquire
control of the Company. The provisions are not intended to, and do not, preclude
unsolicited, non-abusive offers to acquire the Company at a fair price. They are
designed, instead, to encourage any potential acquiror to negotiate directly
with the Board, which the Company believes is in the best position to
effectively and properly evaluate the adequacy and fairness of proposed offers,
to negotiate on behalf of stockholders and to protect stockholders against
abusive tactics during a takeover process. The supermajority voting requirements
do not affect any takeover proposal which the Board believes is in the best
interests of the Company's stockholders. The overriding objective of the Board
in including these requirements in the Company's Certificate of Incorporation
and Bylaws has always been the preservation and maximization of the Company's
value for all stockholders.

Finally, the Board of Directors believes it has consistently recognized
its responsibility to enhance stockholder value. The supermajority provisions in
the Certificate of Incorporation were clearly described in the Company's initial
public offering prospectus and have existed for over four years. The proponent
was certainly aware of these provisions when he purchased his stock and since
purchasing his stock in August 1996 has seen his investment grow by
approximately 70%. The provisions that the proponent says will affect "the
sustainable value of the shares in the market" have existed during a time that
the Company has provided a compounded annual rate of return of approximately
28%.

ACCORDINGLY, THE BOARD OF DIRECTORS BELIEVES IT IS IN THE INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS TO REJECT THE PROPOSAL AND RECOMMENDS A VOTE
"AGAINST" THIS STOCKHOLDER PROPOSAL. YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.

IV. STOCKHOLDER PROPOSAL CONCERNING THE CALLING OF
SPECIAL MEETINGS OF STOCKHOLDERS

PROPOSED RESOLUTION

REQUIRE THE CALL OF SPECIAL STOCKHOLDERS' MEETINGS UPON THE DEMAND OF
HOLDERS OF 10% OF THE VOTING STOCK

"RESOLVED, that the stockholders of the Company recommend that the
Board of Directors act to amend Section (d) of Article FIFTH of the Certificate
of Incorporation to provide that special meetings of the stockholders of the
Company shall be called by the Board of Directors, President or Secretary upon
delivery thereto of a written demand for the call of such meeting from the
holders of ten percent (10%) or more of the Company's then outstanding voting
securities, by adopting a resolution to that effect and submitting it to a vote
of the stockholders at a special meeting called for that purpose as promptly as
practicable following the 1998 Annual Meeting."

"FURTHER RESOLVED, that in the event that the Certificate of
Incorporation shall be amended in the manner contemplated by the foregoing
resolution, the stockholders of the Company recommend that the Board of
Directors act to amend Section 2 of Article I of the Bylaws of the Company
likewise to provide that special meetings of the stockholders of the Company
shall be called by the Board of Directors, President or Secretary of the Company
upon delivery thereto of a written demand for the call of such meeting from the
holders of ten percent (10%) of the Company's then outstanding voting
securities."

PROPONENT STATEMENT

AMEND ARTICLES/BYLAWS/RE: CALLING SPECIAL MEETINGS

Proponent seeks stockholder approval to request that the board amend
the Company's certificate and bylaws to provide that a special stockholders'
meeting may be called by the holders of ten percent or more of the Company's
outstanding shares. Currently, Proponent believes that stockholders' inability
to call special meeting serves to further entrench the board.

Without the right to call a special meeting, stockholders cannot
remove directors or initiate a stockholder resolution without waiting for
the next scheduled meeting. Stockholders also may not be able to respond to a
beneficial offer if the bidder cannot call a special meeting.

Stockholders must have the right to call special meetings when they
believe it is appropriate--not only when the board deems it appropriate.
Additionally, although there are expenses and time requirements involved in
holding a special meeting, any matter to be brought before a special meeting
would still require the approval of at least a majority of the Company's shares
in order to be approved.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL FOR
THE FOLLOWING REASONS.

The Board of Directors believes that the effects of this proposal, if
adopted, would be extremely expensive, cumbersome and not in the best interests
of the stockholders. If the Certificate of Incorporation and the Bylaws were
amended as proposed to allow 10% of the stockholders to call a special meeting,
numerous special meetings could be called during the year. The Company has
limited financial and human resources available to devote to a potential steady
stream of special meetings in addition to the annual meeting of stockholders.
The Board believes that management's time is better spent on the day to day
operations of the Company and its ongoing efforts to enhance stockholder value.

Furthermore, the proponent erroneously states that "[S]tockholders also
may not be able to respond to a beneficial offer if the bidder cannot call a
special meeting." This provision does not prevent a tender offer. It does,
however, along with other protective measures in the Certificate of
Incorporation and Bylaws, serve to enhance the Board's bargaining position on
behalf of the stockholders if and when unsolicited offers are made.

In addition, the proponent was aware at the time he purchased his stock
that there were restrictions on the ability of stockholders to call special
meetings. These restrictions, and the reasons for them, were detailed in the
Company's initial public offering prospectus. The proponent acknowledged receipt
of the prospectus and that he was aware of the information contained therein.

ACCORDINGLY, THE BOARD OF DIRECTORS BELIEVES IT IS IN THE INTERESTS OF
THE COMPANY AND ITS STOCKHOLDER TO REJECT THE PROPOSAL AND RECOMMENDS A VOTE
"AGAINST" THIS STOCKHOLDER PROPOSAL. YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.

V. STOCKHOLDER PROPOSAL CONCERNING CLASSIFICATION
OF BOARD OF DIRECTORS

PROPOSED RESOLUTION

ELIMINATE THE CLASSIFIED BOARD AND PROVIDE ONE YEAR TERMS FOR ALL
DIRECTORS

"RESOLVED, that the stockholders of North Bancshares, Inc. (the
"Company") recommend that the Board of Directors of the Company act to amend
Section A of Article SIXTH of the Certificate of Incorporation to eliminate the
classified Board of Directors and provide one year terms for all Directors,
commencing with the election of directors in 1999, provided that the unexpired
terms of Directors elected or appointed to the Board at or prior to the 1998
Annual Meeting will not be affected, by adopting a resolution to that effect and
submitting it to a vote of the stockholders at a special meeting called for that
purpose as promptly as practicable following the 1998 Annual Meeting."

PROPONENT STATEMENT

DECLASSIFY THE BOARD OF DIRECTORS

Proponent has submitted this stockholder proposal to call for the
repeal of the company's classified board structure and for the annual election
of all directors. Currently, the board comprises three director classes, each of
which serves a three-year term. This proposal requests that the board be elected
annually after the 1998 annual meeting. It will not disqualify Directors
previously elected from completing their terms nor will it disqualify nominees
for director at the 1998 Annual Meeting from serving their full term.

The ability to elect directors is the single most important use of the
stockholder franchise, and all directors should be accountable on an annual
basis. Management may argue that staggered boards are in place at a number of
large companies and that they provide continuity, but empirical evidence has
suggested that such a structure is not in stockholders' best interests from a
financial perspective.

A classified board can entrench management and effectively preclude
most takeover bids or proxy contests. Board classification forces dissidents and
would-be acquirers to negotiate with the incumbent board, which has the
authority to decide on offers without a stockholder vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE STOCKHOLDER
PROPOSAL FOR THE FOLLOWING REASONS.

Since its incorporation, the Company has maintained a classified Board
of Directors. The Board of Directors believes the classified structure of the
Board is in the best interests of the Company and its stockholders for the
following reasons. First, the structure is designed to provide continuity and
stability in the management of Company affairs, since, at any given time, a
majority of the Board generally will have had prior experience as directors of
the Company. At the same time, the classified structure, by permitting annual
elections with respect to one-third of the Board, affords stockholders a
significant opportunity to express their views regarding Board performance.

Second, the classified structure is designed to enhance management's
ability to negotiate in the best interests of all stockholders with any person
seeking to acquire control of the Company, since, absent a negotiated
acquisition, at least two annual stockholder meetings would be required to
effect a change in control of the Board.

The Board of Directors recognizes that it is possible for various
individuals or entities owning a significant but minority position in a
corporation to attempt to obtain actual control of the corporation, or to
further some other personal goal with respect to the corporation or its shares
or assets, by electing at a single annual meeting their own slate of directors.
Such an attempt, even if unsuccessful, can seriously disrupt the conduct of the
business of a corporation and cause it to incur substantial expense. The
Company's present method of electing directors by classes promotes continuity of
experience on the Board, provides for an orderly succession of directors and
would encourage

any unsolicited bidder for control of the Company to negotiate with the Board,
which can best represent the interests of all of the stockholders.

Election of directors by classes is a common practice that has been
adopted by many companies (including most publicly held thrift institution
holding companies). It is specifically permitted by the laws of many states,
including the Company's state of incorporation, as well as the rules of the
Nasdaq Stock Market.

The proponent suggests there is "empirical evidence" that a classified
Board of Directors is not in the best interests of the stockholders from a
financial perspective but provides no evidence to support his claim.

Proponent's failure to support his argument is not surprising as the
Company's historical financial performance indicates that a classified Board of
Directors has not in any way compromised the interests of stockholders from a
financial perspective. The Board, as currently structured, has provided
stockholders a compounded annual return on their investment of approximately 28%
over the last four years ending December 31, 1997. During 1997, the value of an
investment in the Company produced a return of approximately 62%. The dividend
yield, based on the initial public offering price of $10.00, was 4.8% during
1997, and currently amounts to a 6% annual yield.

Approval of each of the foregoing three advisory stockholder proposals
requires the affirmative vote of a majority of the votes cast in person or by
proxy at the Meeting. Any approved proposal would merely constitute a
recommendation and would not require the Board of Directors to take any action.
The Board of Directors has not decided what action, if any, it would take if any
of the proposals were approved.

DATE OF SUBMISSION OF STOCKHOLDER PROPOSALS FOR
NEXT ANNUAL MEETING

In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received by the Company's Secretary at the
Company's main office located at 100 West North Avenue, Chicago, Illinois 60610
no later than November 17, 1998. Any such proposal shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.

OTHER MATTERS

The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company or the Bank may solicit
proxies personally or by telegraph or telephone without additional compensation.
The Company has retained Morrow & Company to assist in the solicitation of
proxies for a fee of $5,000, plus reasonable out-of-pocket expenses.

BY ORDER OF THE BOARD OF DIRECTORS

Mary Ann Hass
Chairman and Chief Executive
Officer

Chicago, Illinois
March 17, 1998

NORTH BANCSHARES, INC.

ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1998

The undersigned hereby appoints the Board of Directors of North
Bancshares, Inc. (the "Company"), and its survivor, with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Company's Annual Meeting of Stockholders (the "Meeting") to be held at
the Chicago Historical Society, located at 1601 N. Clark Street, Chicago,
Illinois on April 22, 1998 at 10:00 a.m., local time, and at any and all
adjournments and postponements thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION AS DIRECTORS
LISTED IN ITEM 1 BELOW AND FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS
NAMED IN ITEM 2 BELOW AND AGAINST THE PROPOSALS SET FORTH IN ITEMS 3, 4 AND 5
BELOW. THE BOARD OF DIRECTORS DOES NOT KNOW OF ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING, OTHER THAN A STOCKHOLDER PROPOSAL WHICH HAS
BEEN EXCLUDED FROM THIS PROXY AND THE ACCOMPANYING PROXY STATEMENT PURSUANT TO
RULE 14A-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934. IF SUCH STOCKHOLDER
PROPOSAL IS PROPERLY BROUGHT BEFORE THE MEETING, THE HOLDERS OF THIS PROXY WILL
USE THEIR DISCRETIONARY AUTHORITY TO VOTE AGAINST SUCH STOCKHOLDER PROPOSAL. IF
ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO BUSINESS TO BE PRESENTED AT THE MEETING OTHER THAN AS
DESCRIBED ABOVE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE NOMINEES LISTED IN ITEM 1 BELOW AND
"FOR" THE RATIFICATION OF THE APPOINTMENT OF AUDITORS
NAMED IN ITEM 2 BELOW.

1. The election as directors of all nominees listed below (except as marked to
the contrary):

o FOR o VOTE WITHHELD

INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME BELOW.

MARY ANN HASS JOSEPH A. GRABER

2. The ratification of the appointment of KPMG Peat Marwick LLP as auditors
for the Company for the fiscal year ending December 31, 1998.

o FOR o AGAINST o ABSTAIN

(Continued and to be SIGNED on Reverse Side)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE PROPOSALS SET
FORTH IN ITEMS 3, 4 AND 5 BELOW.

3. A proposal by a stockholder of the Company concerning voting provisions in
the Company's Certificate
of Incorporation.

o FOR o AGAINST o ABSTAIN

4. A proposal by a stockholder of the Company concerning the calling of
special meetings of stockholders
of the Company.

o FOR o AGAINST o ABSTAIN

5. A proposal by a stockholder of the Company concerning the classification
of the Company's Board of Directors.

o FOR o AGAINST o ABSTAIN

In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

This Proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.

The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.

Dated:______________ , 1998
___________________________
Signature of Stockholder

Please sign exactly as your
name(s) appear(s) to the
left. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title. If shares are
held jointly, each holder
should sign.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE