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                                                                    EXHIBIT 99.5

                   FORM OF PROXY CRABTREE CAPITAL CORPORATION

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REVOCABLE PROXY          CRABTREE CAPITAL CORPORATION

       475 NORTH MARTINGALE ROAD, SUITE 440, SCHAUMBURG, ILLINOIS  60173
                                 (847) 517-8030
                        SPECIAL MEETING OF SHAREHOLDERS
                          AUGUST 28, 1996, 11:00 A.M.

The undersigned hereby appoints Howard D. Adams and Robert P. Knight, with full
power of substitution, to act as attorney and proxy for the undersigned, and to
vote all shares of common stock of Crabtree Capital Corporation ("Crabtree")
which the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Special Meeting"), to be held on August 28, 1996, at 11:00
a.m., local time, at "Corporate Link Conference Facility", 520-540 Lake Cook
Road, Deerfield, Illinois 60015, 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 Crabtree 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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                          CRABTREE CAPITAL CORPORATION

 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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