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                                                                    EXHIBIT 99.3

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                      FORM OF PROXY HINSDALE BANCORP, INC.


REVOCABLE PROXY             HINSDALE BANCORP, INC.

                25 EAST FIRST STREET, HINSDALE, ILLINOIS  60521
                                 (708) 323-4404
                        SPECIAL MEETING OF SHAREHOLDERS
                           AUGUST 28, 1996, 5:30 P.M.

The undersigned hereby appoints Howard D. Adams, Edward J. Wehmer and David A.
Dykstra, with full power of substitution, to act as attorney and proxy for the
undersigned, and to vote all shares of common stock of Hinsdale Bancorp, Inc.
("Hinsdale") which the undersigned is entitled to vote at the Special Meeting
of Shareholders (the "Special Meeting"), to be held on August 28, 1996, at 5:30
p.m., local time, at Robert Crown Center, 21 Salt Creek, Hinsdale, Illinois
60521, and at any and all adjournments or postponements thereof, as marked on
the reverse side.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED.  If
any other business is presented at the Special 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 other business to be presented at the
Special Meeting.

The undersigned hereby acknowledges receipt from Hinsdale prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and of a
Joint Proxy Statement/Prospectus dated __________ 1996.

(PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE HEREOF AND
RETURN IT IN THE ENCLOSED ENVELOPE.)
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                             HINSDALE BANCORP, INC.

 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL

1. Approval and adoption of the Amended and Restated Agreement and Plan of
   Reorganization dated as of May 28, 1996, by and among North Shore and Lake
   Forest Bancorp II, Hinsdale Bancorp II, Libertyville Bancorp II and Crabtree
   Capital Corporation II and Lake Forest Bancorp, Inc., Hinsdale Bancorp,
   Inc., Libertyville Bancorp, Inc. and Crabtree Capital Corporation.

        [ ]  FOR                  [ ]  AGAINST             [ ]  ABSTAIN


THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

                                    Dated:_____________________________, 1996

                                    __________________________________________
                                              Signature of Stockholder

                                    __________________________________________
                                              Signature of Stockholder


Please sign exactly as your name appears on this card (do not print).

When shares are held by joint tenants, both should sign, but only one signature
is required.  When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
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