UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

NORTH BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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5) Total fee paid:

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[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

1) Amount previously paid:

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2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

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March 17, 2003

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 4:00 p.m.,
local time, on April 25, 2003 at the main office of the Company, located at 100
W. North Avenue, Chicago, Illinois.

At the Meeting, stockholders will vote on the election of two
directors, the ratification of the appointment of Crowe, Chizek and Company LLP
as the Company's independent auditors for the fiscal year ending December 31,
2003 and a stockholder proposal. Your Board of Directors unanimously recommends
that you vote FOR the director 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 proposal.

Whether or not you plan to attend, PLEASE READ THE ENCLOSED PROXY
STATEMENT AND THEN COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
IN THE ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. If your
shares are held with a bank or broker, check your proxy card to see if you can
also vote by telephone or through the internet. Voting as early as possible 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 of the Board

NORTH BANCSHARES, INC.
100 West North Avenue
Chicago, Illinois 60610-1399
(312) 664-4320

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 25, 2003

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 main office of the Company, located at 100 West North Avenue,
Chicago, Illinois at 4:00 p.m., local time, on April 25, 2003.

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 Crowe, Chizek and
Company LLP as independent auditors for the Company for the
fiscal year ending December 31, 2003;

3. a stockholder proposal regarding the composition of the 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.

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 3, 2003 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. If you hold your shares with a bank or broker, check your
proxy card to see whether you can also vote by telephone or through the
internet. Your proxy will not be used if you attend and vote at the Meeting in
person.

By Order of the Board of Directors

Victor E. Caputo
Corporate Secretary

Chicago, Illinois
March 17, 2003

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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.

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PROXY STATEMENT

NORTH BANCSHARES, INC.
100 West North Avenue
Chicago, Illinois 60610-1399
(312) 664-4320

ANNUAL MEETING OF STOCKHOLDERS
April 25, 2003

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 main
office of the Company, located at 100 West North Avenue, Chicago, Illinois, on
April 25, 2003, at 4:00 p.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,
2003. 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 will be asked to consider
and vote upon: (i) the election of two directors of the Company; (ii) a proposal
to ratify the appointment of Crowe, Chizek and Company LLP as the Company's
independent auditors for the fiscal year ending December 31, 2003 and (iii) a
stockholder proposal regarding the composition of the Board of Directors.

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 election of the
director nominees named in this Proxy Statement, FOR the ratification of the
appointment of the independent auditors and AGAINST the stockholder proposal.
The Company does not know of any other matters that may properly come before the
Meeting. If any other matters 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
judgment.

Directors will be elected by a plurality of the votes cast in person or
by proxy at the Meeting. The ratification of the appointment of Crowe, Chizek
and Company LLP as the Company's independent auditors and the approval of the
stockholder proposal each require the affirmative vote of a majority of the
votes cast on the matter. In the election of directors, stockholders may either
vote "FOR" both nominees for election or withhold their votes from either
nominee or both nominees for election. Votes that are withheld and shares held
by a broker, as nominee, that are not voted (so-called "broker non-votes") in
the election of directors will not be included in determining the number of
votes cast. For the proposal to ratify the appointment of the independent
auditors and the stockholder proposal, stockholders may vote "FOR," "AGAINST" or
"ABSTAIN" with respect to these proposals. Proxies marked to abstain will have
the same effect as votes against the proposals, and broker non-votes will have
no effect on the proposals. One-third of the outstanding shares of the Common
Stock, present in person or represented by proxy, will 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 60610-1399.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Stockholders of record as of the close of business on March 3, 2003
will be entitled to one vote for each share then held. As of that date, the
Company had 1,142,927 shares of Common Stock issued and outstanding. The
following table sets forth 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, including Joseph A. Graber, President and
Chief Executive Officer of the Company and the Bank; (ii) Victor E. Caputo,
Executive Vice President and Secretary of the Company and the Bank; and (iii)
all directors and officers of the Company and the Bank as a group. Except where
otherwise noted, the address for each holder listed below is: c/o North
Bancshares, Inc., 100 West North Avenue, Chicago, Illinois 60610-1399. For
information regarding individual share ownership by the directors of the
Company, see "Election of Directors."

Beneficial Owner Shares Beneficially Owned Percent of Class
---------------- ------------------------- ----------------
North Bancshares, Inc. 124,256(1) 10.87%
Employee Stock Ownership Plan

Emerald Investments LP 87,821(2) 7.68
DH2, Inc.
Gary Hokin
Rob Rubin
500 Skokie Blvd., Suite 310
Northbrook, Illinois 60062

Mary Ann Hass/Elmer L. Hass 106,922(3) 9.36

Robert H. Rusher 76,495(4) 6.69

Joseph A. Graber 88,737(5) 7.69
President and
Chief Executive Officer

Victor E. Caputo 25,635(6) 2.22
Executive Vice President and
Secretary

Directors and executive officers 379,777(7) 32.14
of the Company and the Bank as a
group (10 persons)

(1) The amount reported represents shares held by the Company's Employee Stock
Ownership Plan ("ESOP"), all of which have been 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. Pursuant to the terms of the
ESOP, participants have the right to direct the voting of shares allocated
to their accounts.

(2) As reported by Emerald Investments, LP ("Emerald"), DH2, Inc. ("DH2), Gary
Hokin and Rob Rubin in Amendment No. One to a Schedule 13D filed with the
Securities and Exchange Commission on January 27, 2003. Each of Emerald,
DH2, Mr. Hokin and Mr Rubin reported having shared voting and dispositive
powers over all shares listed. DH2 is the general partner of Emerald, Mr.
Hokin is the sole director and the President of DH2. Mr. Rubin is the
Managing Director of DH2. Each of DH2, Mr. Hokin and Mr. Rubin disclaims
beneficial ownership of all shares listed.

(3) The Hasses are husband and wife. Mr. and Mrs. Hass are deemed to
beneficially own all shares held directly or indirectly by either
individual.

(4) Includes shares held directly and jointly with his spouse. Also includes
4,800 shares held by family members as to which beneficial ownership is
disclaimed.

(5) Includes shares held directly and jointly with family members, as well as
11,251 shares subject to options granted under the Stock Option Plan which
are currently exercisable.

(6) Includes 10,500 shares subject to options granted under the Company's 1995
Stock Option and Incentive Plan (the "Stock Option Plan") which are
currently exercisable.

(7) Includes shares held directly, as well as jointly with family members, and
shares held in retirement accounts, allocated to ESOP accounts, held in a
fiduciary capacity or by certain family members, with respect to which
shares the group members may be deemed to have sole or shared voting and/or
investment power. This amount includes 38,663 shares in the aggregate
subject to options granted under the Stock Option Plan which are currently
exercisable.

I. ELECTION OF DIRECTORS

GENERAL

The Company's Board of Directors currently consists of seven 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 are elected to serve for a three-year period or
until their respective successors are elected and qualified.

The Company's bylaws provide that no person may serve as a director of
the Company beyond the annual meeting of stockholders immediately following the
director attaining 75 years of age. Because of this provision, Director James L.
Ferstel, whose term expires this year, was not nominated for re-election. The
Company thanks Director Ferstel for his dedication and many years of service.
Absent an amendment to the bylaws removing or modifying the mandatory retirement
provision (which is not contemplated at this time), Directors Rusher and Hass
will be unable to serve beyond the 2004 annual meeting. Upon the retirement of
Directors Rusher and Hass, the Board may select and appoint two individuals to
replace the retiring directors for the remainder of the retirees' terms.
Alternatively, the Board could choose to eliminate one or both of the vacant
directorships by reducing the number of directors.

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 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, except
as noted herein, 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
BENEFICIALLY PERCENT
POSITION(S) HELD DIRECTOR TERM TO OWNED AT OF
NAME AGE(1) IN THE COMPANY SINCE(2) EXPIRE MARCH 3, 2003(3) CLASS
- ---------------- ------ ---------------- -------- ------- ---------------- -------

NOMINEES

Gregory W. Rose 44 Director 1997 2006 5,690 0.50

Mark W. Ferstel 38 Nominee -- 2006 1,100 0.10

DIRECTORS CONTINUING IN OFFICE

Elmer L. Hass 74 Director 1968 2005 106,922(5) 9.36

Robert H. Rusher 74 Director 1993 2005 76,495(4) 6.69

Frank J. Donati 50 Director 1998 2005 4,600 0.40

Mary Ann Hass 70 Chairman of the 1962 2004 106,922(5) 9.36
Board

Joseph A. Graber 52 Director, President 1993 2004 88,737 7.69
and Chief Executive
Officer

(1) At December 31, 2002.

(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, 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 11,251, 2,500 and 3,750 shares
subject to options granted under the Stock Option Plan to Messrs. Graber,
Donati and Rose, respectively, all of which are currently exercisable.

(4) Includes shares held directly and jointly with his spouse, as well as 4,800
shares held by family members as to which beneficial ownership is
disclaimed.

(5) Mr. and Mrs. Hass are husband and wife and may be deemed to beneficially own
all shares held directly or indirectly by each other.

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

GREGORY W. ROSE - Mr. Rose is an owner, director and managing partner
of Monarch Tool and Die Company and STAG Real Estate Holdings.

MARK W. FERSTEL, C.P.A. - Mr. Ferstel is currently the Director of
Finance with the U.S. Leasing Group of Comdisco, Inc. He also served as Director
of Business Development for that group and worked in the areas of international
accounting and finance for Comdisco. From 1995 to 1998 Mr. Ferstel served as
Vice President of Consulting for Thoughtworks, Inc. where he was responsible for
sales, business development and project management. Mr. Ferstel graduated from
John Carroll University in 1986 with a BA in Accounting. He received his Masters
Degree in Business Administration from DePaul University in 1990. Mr. Ferstel is
a Certified Public Accountant and a member of the American Institute of
Certified Public Accountants, the Illinois Association of Certified Public
Accountant and the Equipment Leasors Association. Mark Ferstel is the son of
Director James L. Ferstel, who will be retiring from the Board following the
Meeting.

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.

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 Bank's Board of Directors in 1960 while serving as attorney to
the Bank, and was appointed an Advisory Director of the Bank 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 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.

FRANK J. DONATI, C.P A. - Mr. Donati has served as President of Donati
Financial Services, Inc., a consulting firm to financial institutions and
corporations, since 1997. From 1991 to 1996, Mr. Donati was Senior Vice
President of Finance at Bell Bancorp, Inc., the $1.9 billion holding company of
Bell Federal Savings, Chicago, Illinois. He has also held the position of Senior
Vice President, Chief Financial Officer and Treasurer at United Savings of
America and was a senior audit manager at KPMG LLP. Mr. Donati is a graduate of
DePaul University and a member of the Illinois CPA Society and the American
Institute of Certified Public Accountants.

MARY ANN HASS - Mrs. Hass has served as Chairman of the Board of the
Company since its incorporation in 1993, and as Chairman of the Board of the
Bank since 1968. She served as Chief Executive Officer of the Company from its
incorporation in 1993 until her retirement in July 1998, and as Chief Executive
Officer of the Bank from 1968 until July 1998. 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; 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 the Supervisory Committee of the
Norwood Park Catholic Credit Union. Mrs. Hass served on the Resource Development
Committee of the Neighborhood Housing Services of Chicago, Inc. and is a member
of The Economic 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 Chief Executive Officer of
the Company and the Bank in August 1998, following Mrs. Hass' retirement from
these positions. 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 also 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 is
President and Chairman of the Board of Directors of the Chicagoland Association
of Financial Institutions. He

also has served on the Board of Directors of the Illinois League of Financial
Institutions and serves on the Board of the Lincoln Park Chamber of Commerce.
Mr. Graber is a member of the Bankers Club of Chicago and a past President of
the Wilmette Kiwanis Club and has served on the Board of Directors of the
Wilmette Chamber of Commerce, the Friends of the Near North Library and the
Citizens Advisory Council for the Community Area Resident Economic Center. He
was also Trustee of the Chicago Savings and Trust Forum and Chairman of the
Lincoln Park Unit of the American Cancer Society.

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
eleven times during fiscal 2002. During fiscal 2002, no incumbent director of
the Company attended fewer than 75% of the aggregate 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 Board of Directors of the Company has standing Audit, Compensation
and Allocation, Executive and Nominating Committees.

The Audit Committee engages the independent auditors, 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 current members of the Audit Committee are Messrs.
Donati, Rusher, Rose and James Ferstel. This committee met three times during
the fiscal year ended December 31, 2002. For additional information regarding
the Audit Committee, see "Audit Committee Matters" below.

The Compensation and Allocation Committee is currently comprised of
Messrs. Hass, Rose, Donati and James Ferstel. This committee administers the
Company's Stock Option Plan and the Recognition and Retention Plan, and reviews
compensation and benefit matters. This committee did not meet during the fiscal
year ended December 31, 2002.

The Executive Committee is currently comprised of Mrs. Hass and Messrs.
Graber and Rusher. To the extent authorized by the Board of Directors and the
Company's Bylaws, this committee may exercise all of the authority of the Board
of Directors between Board Meetings. Specifically, the committee works with
senior management to accomplish the goals and objectives of the Company, and to
formulate future business strategies. The Executive Committee did not meet
during the fiscal year ended December 31, 2002.

The Nominating Committee is currently comprised of Mrs. Hass and
Messrs. Donati and Rusher and is responsible for selecting nominees for election
as directors. The Nominating Committee met once during fiscal 2002. While the
nominating committee will consider nominees recommended 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 Bank's Board of Directors met 13 times during the year ended December 31,
2002. During fiscal 2002, no incumbent director of the Bank attended fewer than
75% of the aggregate 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 he or she served.

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

The Asset-Liability Risk Management and Disclosure Committee evaluates
the Bank's assets and liabilities and identifies problem assets. The committee
also review disclosure issues and considers investment recommendations and
determines actions to be taken thereon. The current members of this committee
are Mr. Graber, Mr. Caputo, Martin W. Trofimuk, Vice President and Treasurer of
the Company and the Bank, Joseph M. Perri, Senior Vice President of the Bank and
D. Robert Harless, Assistant Vice

President and Controller of the Bank. This committee held four meetings during
the year ended December 31, 2002.

The Compensation and Allocation Committee establishes the salaries of
Bank personnel and reviews other compensation and benefit matters. Messrs. Hass,
Rose, Donati and James Ferstel are the current members of the Compensation and
Allocation Committee. This committee met twice during fiscal 2002.

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 to the Board on changes to the CRA Statement. During fiscal
2002, the CRA Committee was comprised of Mr. Graber, Joseph M. Perri, Senior
Vice President of the Bank, Mark K. Metzger, Vice President of the Bank and
Warren Rife, Assistant Vice President of the Bank. This committee meets
quarterly to review lending and other CRA activities.

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 currently comprised of Mrs. Hass and Messrs. Graber and Rose. The
Executive Committee met four times during the fiscal year ended December 31,
2002.

The Interest Rate Committee manages the Bank's interest rate risk and
sets the interest rates paid by the Bank. The committee consists of Messrs.
Graber, Caputo, Trofimuk and Ms. Catherine Harper, Vice President of the Bank,
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 Messrs. Graber, Caputo, Perri and Harless. The
Loan Committee meets as necessary to approve loan applications, review loan
policies and set interest rates.

AUDIT COMMITTEE MATTERS

AUDIT COMMITTEE REPORT. The Audit Committee of the Company's Board of
Directors has taken the following actions with respect to the audited financial
statements of the Company for the fiscal year ended December 31, 2002.

o The Audit Committee has reviewed and discussed with the Company's
management the Company's fiscal 2002 audited financial statements;

o The Audit Committee has discussed with the independent auditors of the
Company's fiscal 2002 financial statements (Crowe, Chizek and Company
LLP) the matters required to be discussed by Statement on Auditing
Standards No. 61;

o The Audit Committee has received the written disclosures and letter
from the independent auditors required by Independence Standards Board
No. 1 (which relates to the auditors' independence from the Company and
its related entities) and has discussed with the auditors their
independence from the Company; and

o Based on the review and discussion referred to in the three items
above, the Audit Committee recommended to the Board of Directors that
the audited financial statements be included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2002.

The Audit Committee of the Company's Board of Directors:

Frank J. Donati, Chairman
Robert H. Rusher
James L. Ferstel
Gregory W. Rose

INDEPENDENCE OF MEMBERS AND AUDIT COMMITTEE CHARTER. Each member of the
Audit Committee is "independent" under the definition of independence contained
in the National Association of Securities Dealers' listing standards for the
Nasdaq Stock Market.

The Company has adopted a written audit committee charter. A copy of
the charter was attached to the Company's 2001 annual meeting proxy statement.
That proxy statement was filed with the Securities and Exchange Commission on
March 15, 2001.

DIRECTOR COMPENSATION

The Bank's directors and advisory directors were each paid an annual
retainer fee of $10,000 and an additional fee of $300 for each meeting of the
Bank's Board of Directors attended during fiscal 2002. The Company's directors
are paid a fee of $250 for each meeting of the Company's Board attended 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 Company Board meeting. No fees
are paid for attending Board committee meetings. In 2002, the Bank paid Crowe,
Chizek and Company LLP $1,000 to prepare the joint personal 2001 federal and
state income tax returns of Directors Elmer and Mary Ann Hass.

EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation for
fiscal 2002 paid to Joseph A. Graber, the Company's and the Bank's President and
Chief Executive Officer, and Victor E. Caputo, the Company's and the Bank's
Executive Vice President and Secretary. No other executive officer earned a
salary and bonus for fiscal 2002 in excess of $100,000.

=======================================================================================================================
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
OTHER ------------------------ -------
ANNUAL RESTRICTED ALL OTHER
COMPENSA- STOCK OPTIONS/ LTIP COMPENSA-
NAME AND SALARY BONUS TION AWARD(S) SARS PAYOUTS TION
PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) ($) (#) ($) ($)(4)
- -----------------------------------------------------------------------------------------------------------------------

Joseph A. Graber 2002 $162,150 --- --- --- --- --- $36,440
President and Chief
Executive Officer 2001 156,150 --- --- --- --- --- 34,006

2000 148,150 --- --- --- --- --- 25,687
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Victor E. Caputo 2002 $110,800 --- --- 6,500(3) --- --- $26,358
Executive Vice
President and 2001 106,500 --- --- --- --- --- 25,279
Secretary
2000 101,000 --- --- --- --- --- 19,083
=======================================================================================================================

(1) For Mr. Graber, includes director's fees of $14,150 for each of fiscal
year 2002, 2001 and 2000. All salary amounts were paid by the Bank.

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

(3) Represents dollar value on January 1, 2002 (the date of grant) of award
of 500 shares of restricted stock under the Company's Management
Recognition and Retention Plan, based on the closing price per share of
the Common Stock of $13.00 on December 31, 2001. Twenty percent of the
award vested on the date of grant, with the remaining shares vesting in
20% increments on January 1, 2003, 2004, 2005 and 2006, respectively.
As of December 31, 2002, based on the closing price per share of the
Common Stock on that date of $14.84, the aggregate value of the
restricted stock held by Mr. Caputo on that date was $5,936.

(4) Includes the dollar amount of term life insurance premiums paid by the
Bank on behalf of the officer, and the dollar value, as of December 31,
2002, of contributions for 2002 to the officer's ESOP account, as
follows: for Mr. Graber (i) 2002 - $414 and $35,171, (ii) 2001 - $414
and $33,592, and (iii) 2000 - $414 and $25,273; for Mr. Caputo(i) 2002
- $774 and $25,584, (ii) 2001 - $774 and $24,505, and (iii) 2000 - $774
and $18,309. For Mr. Graber, amount for 2002 also includes taxable
expenses of $855 incurred by the Bank for his spouse.

The following table provides information for Messrs. Graber and Caputo
as to stock options exercised during fiscal 2002 and the value of options held
as of December 31, 2002. No options were granted to Mr. Graber or Mr. Caputo
during fiscal 2002.

===================================================================================================================
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
SHARES FY-END (#) FY-END ($)(1)
ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
(#) ($) (#) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------

Joseph A. Graber --- --- 11,251 --- $25,216 $---

Victor E. Caputo --- --- 10,500 --- $54,015 $---
==================================================================================================================

(1) Represents the aggregate value (market price of the Common Stock less
the exercise price) of the in-the- money options held based upon the
option exercise prices of $7.75 per share for 2,504 shares, $11.69 per
share for 1,747 shares and $14.56 per share for 7,000 shares for Mr.
Graber and $7.75 per share for 7,500 shares and $14.56 per share for
3,000 shares for Mr. Caputo, and the closing price per share of the
Common Stock on December 31, 2002 of $14.84, as reported on The Nasdaq
Stock Market. An option is in-the-money if the market value per share
of the Common Stock exceeds the exercise price of the option.

EMPLOYMENT AGREEMENTS

The Bank has entered into employment agreements with Messrs. Graber,
Caputo, Perri and Trofimuk. These agreements are intended 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 significantly 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,
discretionary bonuses as determined by the Bank's Board of Directors and an
initial term of three years with respect to Messrs. Graber and Caputo, and one
year with respect to Messrs. Perri and Trofimuk. The agreements provide for an
extension of one year, in addition to the then-remaining term under the
agreement, on each anniversary of the effective date of the agreement, subject
to a performance evaluation performed by disinterested members of the Board of
Directors of the Bank. The term of each agreement has been extended pursuant to
this provision on every anniversary of the agreement's effective date that has
occurred since the execution of the agreement. The agreements provide for
termination upon the employee's death, for cause or in certain events specified
by Office of Thrift Supervision ("OTS") regulations. The agreements are also
terminable by the employee upon 90 days notice to the Bank. The agreements
guarantee participation in an equitable manner in employee benefits available to
executive personnel of the Bank.

The employment agreements provide that if the employee's employment is
involuntarily terminated, other than for cause or due to death or disability, he
will be entitled to continuation of his salary and insurance

benefits for the remaining term of the agreement. If employment is involuntarily
terminated, other than for cause or due to death, disability or specified
violations of law, in connection with or within 12 months after a change in
control of the Company or the Bank, the employee will be entitled to change in
control benefits consisting of the continuation of his salary and the same
health benefits for the remaining term of the agreement, plus a lump sum payment
equal to a specified percentage of the employee's "base amount" of compensation
for purposes of Section 280G of the Internal Revenue Code (299% for Messrs.
Graber and Caputo, and 100% for Messrs. Perri and Trofimuk). These change in
control benefits are limited so that in the aggregate they will 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 pursuant
to Section 280G. The term "change in control" is defined in the employment
agreements 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 term "involuntary termination"
is defined generally as termination of employment by the Bank without the
employee's consent or by the employee following a material reduction of or
interference with his duties, responsibilities or benefits without his consent.

Based on their current salaries, if the employment of Messrs. Graber,
Caputo, Perri and Trofimuk had been terminated as of December 31, 2002 under
circumstances entitling them to change in control benefits as described above
and without regard to any reductions that may be required under the agreements,
they would have been entitled to receive lump sum cash payments of approximately
$444,000, $332,000, 82,000 and $68,000, 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 thanthe 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 Audit Committee of the Board of Directors has appointed Crowe,
Chizek and Company LLP to be the Company's independent auditors for the 2003
fiscal year, subject to the ratification of the appointment by the Company's
stockholders at the Meeting. A representative of Crowe, Chizek and Company LLP
is expected to attend the Meeting and will respond to appropriate questions and
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 CROWE, CHIZEK AND COMPANY LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.

For the fiscal year ended December 31, 2002, Crowe, Chizek and Company
LLP provided various audit and non-audit services to the Company. Set forth
below are the aggregate fees for these services:

(a) Audit Fees: Aggregate fees for professional services rendered
for the audit of the Company's fiscal 2002 annual financial
statements and reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-QSB for that year:
$44,880.

(b) Financial Information Systems Design and Implementation Fees:
$0.

The Audit Committee of the Company's Board of Directors has considered
whether the provision of services covered by item (c) above is compatible with
maintaining the independence of Crowe, Chizek and Company LLP.

III. STOCKHOLDER PROPOSAL

Management receives suggestions and proposals throughout the year from
stockholders, customers and others. Such proposals are welcomed, and management
seeks to ensure 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 one presented below,
are properly presented to the Company, but are regarded by management as not
being in the best interests of the Company and its stockholders, and are
presented in the proxy materials to the stockholders for a vote as required by
law.

The name and address and the number of shares held by the stockholder
submitting the following proposal 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.

PROPOSED RESOLUTION

"RESOLVED, that the shareholders of North Bancshares, Inc. hereby
recommend that the Board of Directors adopt a policy which prohibits individuals
who are related by blood, marriage, adoption or who have the same residence as
any other Director of the Company from serving as a Director of the Company; and
which prohibits any former employee of the Company or any affiliate from serving
as a Director of the Company until the passage of five years since the last date
of such employment."

PROPONENT STATEMENT

"Proponent believes that the Board of Directors should immediately
adopt a policy to eliminate potential conflicts of interest - either real or
perceived - created by virtue of multiple members of one family or by former
employees serving on the Board of Directors of the Company.

There have been significant changes in corporate governance mandated by
both the Sarbanes-Oxley Act of 2002 and the steps being taken by NASDAQ to
benefit investors by increasing the accountability and transparency of publicly
traded companies. Prominent among these proposals are restrictions which
strengthen corporate governance practices by moving to require that a majority
of directors be independent and by tightening the definition of director
independence. Family members and recent former employees will no longer be
considered independent directors under the proposed NASDAQ rules.

North Bancshares, Inc. has since its inception, suffered from the
perception that its board is not sufficiently independent as a result of the
fact that three members of its Board are related by blood or marriage. Morever,
under direction of the Board of Directors, which included the three directors
related by blood or marriage, the Company has suffered significant setbacks to
the detriment of shareholders:

o The Company failed to meet NASDAQ National Stock Market
minimum listing requirements in 1997.

o Since moving to the NASDAQ Small Cap Market, the Company's
stock has had very low trading volume.

o The Company's stock price has fallen approximately 30% since
1998.

Proponent believes that investor confidence, stock volume and stock
performance would immediately improve should the Board of Directors adopt the
shareholder proposal and appoint truly independent directors to oversee the
operation of the Company.

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

The Board of Directors believes that having independent directors among
its members is a central component of good corporate governance. The Board is
well aware of the various provisions of the Sarbanes- Oxley Act of 2002 which
address director independence, as well as the proposed changes to the Nasdaq
listing standards in this area. The Company has always complied with the
corporate governance provisions of the Nasdaq listing standards, and intends to
fully comply with all amendments to such listing standards and make whatever
changes, if any, are necessary to ensure continued compliance. The stockholder
proposal, however, goes far beyond the proposed changes to the Nasdaq listing
standards, to the point of needlessly limiting the flexibility of the Board and
its nominating committee in proposing candidates whom it believes would best
serve the interests of stockholders. In addition, the proponent's statement in
favor of the proposal is both misguided and misleading.

The proponent would have you believe that the stockholder proposal is
consistent with the new law and Nasdaq proposals. This is not true. The Nasdaq
Stock Market has proposed changes to its listing standards which would require
that a majority of the members of the board of directors of a Nasdaq-listed
company be "independent." The definition of "independence" under the new listing
standards would not, as the proponent incorrectly suggests, prohibit multiple
members of the same family or household from serving on a particular company's
board of directors. Rather, independence pertains to relationships between a
director and the company and its management. Limitations and prohibitions deal
with issues such as payments to the director or related entities by the company
other than for board service, significant levels of stock ownership and family
relations with executive officers, not with other directors.

The stockholder proposal also would prohibit any former employee of the
Company from serving as a director for five years after the termination of his
or her employment. The proposed changes to the Nasdaq listing standards do not
contain such a prohibition, and for good reason. Such a prohibition would
unnecessarily prevent a retiring chief executive officer or other senior officer
from continuing to serve on the board after retirement. Having the OPTION to
continue the Company's relationship with a departing executive through board
service is desirable, as the executive would have significant institutional
knowledge of the Company and experience in the industry. While a company may
choose not to continue a relationship, we do not believe, and neither
Sarbanes-Oxley nor the Nasdaq proposals require or suggest that such a
relationship be required to be terminated.

The proponent's statements regarding the Company's stock price
performance and satisfaction of Nasdaq listing requirements are also misleading
and, in some cases, simply not correct. The proponent incorrectly states that
the Company failed to meet the Nasdaq National Market minimum listing
requirements in 1997. In fact, the Company met these requirements throughout
1997, and completed a three-for-two stock split in December 1997, which improved
the liquidity of the Company's stock. The Company did transfer to the Nasdaq
SmallCap Market in March 2001 - not due to the Company's stock price
performance, but merely as a result of not having a sufficient number of round
lot holders of the Company's stock needed to remain on the National Market.

The proponent further states that the Company's stock price has fallen
approximately 30% since 1998. This statement should not be accorded much weight,
however, since depending on the start date

selected, the stock price performance over a particular period of time could
range from dismal to outstanding. Indeed, the Company's stock was trading at
$8.00 per share on January 28, 2000, which when compared with a closing price of
$14.52 per share on February 4, 2003, reflects an 81.5% increase in value.

As noted above, the Company has every intention of continuing to
maintain compliance with all applicable corporate governance requirements.
Although certain provisions may be burdensome, they are reasonably and
rationally designed to increase investors' confidence in the capital markets. In
contrast, the stockholder proposal appears to be designed as a personal attack
against specific individual Board members. The Company intends to retain in its
Bylaws a provision which requires mandatory retirement by directors at age 75.
Two of the three individuals the proponent refers to as being related to one
another will be retiring from the Board immediately following next year's annual
meeting of stockholders, due to this mandatory retirement bylaw provision. The
third individual, who was employed by the Company within the past five years,
will have been retired from the Company for five years in August 2003.
Accordingly, as a practical matter, the composition of the Company's Board will
soon be consistent with the policies proposed by the shareholder proposal. The
Board believes, however, that its hands should not be tied by this unduly
restrictive proposal in the event that it desires in the future to appoint a
family member of an existing director or allow a retiring executive to remain on
the Board where the interests of stockholders would be served.

ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST"
THIS PROPOSAL, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.

The proposal will be approved if a majority of votes cast by the
holders of shares are cast in favor of the proposal. However, the proposal is
only advisory and is not binding on the Company's Board of Directors. The Board
has not decided what action, if any, it will take should the proposal be
approved.

STOCKHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

Stockholder proposals intended to be presented at the Company's next
annual meeting must be received by the Company's Secretary at the Company's main
office, located at 100 West North Avenue, Chicago, Illinois 60610-1399, no later
than November 18, 2003 to be eligible for inclusion in the Company's proxy
statement and form of proxy relating to the next annual meeting. Any such
proposal will be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended, and as with any stockholder
proposal (regardless of whether included in the Company's proxy materials), the
Company's certificate of incorporation and bylaws and Delaware law.

To be considered for presentation at the next annual meeting, but not
for inclusion in the Company's proxy statement and form of proxy for that
meeting, proposals must be received by the Company no later than January 26,
2004. If, however, the date of the next annual meeting is before April 5, 2004
or after June 24, 2004, proposals must instead be received by the Company by the
later of the 90th day before the date of the next annual meeting or the tenth
day following the day on which notice of the date of the next annual meeting is
mailed or public announcement of the date of the next annual meeting is first
made. The term "public announcement" means disclosure in a press release
reported by a nationally recognized news service or in a document publicly filed
by the Company with the Securities and Exchange Commission. If a stockholder
proposal that is received by the Company after the applicable deadline for
presentation at the next annual meeting is raised at the next annual meeting,
the holders of the proxies for that meeting will have the discretion to vote on
the proposal in accordance with their best judgment and discretion, without any
discussion of the proposal in the Company's proxy statement for the next annual
meeting.

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 employees of the Company or the Bank may solicit proxies
personally or by telegraph or telephone without additional compensation.

BY ORDER OF THE BOARD OF DIRECTORS

Victor E. Caputo
Corporate Secretary

Chicago, Illinois
March 17, 2003

NORTH BANCSHARES, INC.

ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2003

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 main office of the
Company, located at 100 W. North Avenue, Chicago, Illinois on April 25, 2003 at
4:00 p.m., local time, and at any and all adjournments and postponements of the
Meeting.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION NAMED ON THIS PROXY CARD,
FOR THE RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE
COMPANY'S INDEPENDENT AUDITORS AND AGAINST THE STOCKHOLDER PROPOSAL. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE
BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED IN ITEM 1, "FOR" THE RATIFICATION OF THE APPOINTMENT OF
AUDITORS NAMED IN ITEM 2 AND "AGAINST" THE STOCKHOLDER PROPOSAL IN ITEM 3.

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

[ ] FOR [ ] VOTE WITHHELD [ ] FOR ALL EXCEPT

INSTRUCTION: TO VOTE FOR ALL NOMINEES, MARK "FOR." TO WITHHOLD YOUR VOTE FROM
ALL NOMINEES, MARK "VOTE WITHHELD." TO VOTE FOR ONE NOMINEE, BUT
NOT BOTH NOMINEES, MARK "FOR ALL EXCEPT" AND STRIKE A LINE
THROUGH THE NAME OF THE NOMINEE FROM WHOM YOU WISH TO WITHHOLD
YOUR VOTE.

GREGORY W. ROSE MARK W. FERSTEL

2. The ratification of the appointment of CROWE, CHIZEK and COMPANY LLP as
independent auditors for the Company for the fiscal year ending December
31, 2003.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. The Stockholder proposal regarding the composition of the Board of Directors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued and to be SIGNED on Reverse Side)

In its discretion, the Board of Directors, as proxy for the stockholder, is
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 the Board of Directors to act as attorney or
proxy for the undersigned 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: __________________

_________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

_________________________ _________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears above on this card.
When signing as attorney, executor, administrator, trustee
or guardian, please give your full title. If shares are held
jointly, each holder should sign.

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

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