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Suburban Bancorp Inc – ‘DEF 14A’ for 4/15/94

As of: Tuesday, 3/15/94 · For: 4/15/94 · Accession #: 950131-94-327 · File #: 0-11138

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/15/94  Suburban Bancorp Inc              DEF 14A     4/15/94    1:57K                                    Donnelley R R & S… 03/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive N&P                                        20     97K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Base Salary Compensation Nominees for Directors to be Elected by Holders of Class B Common Stock
1	1st Page - Filing Submission
5	Nominees for Directors to be Elected by Holders of Class B Common Stock
11	Base Salary Compensation

DEF 14A 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION

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 Prospectus Statement                                            

[X] Definitive Proxy Statement                                                  

[_] Definitive Additional Materials                                             

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12           

SUBURBAN BANCORP, INC.  
(Name of Registrant as Specified In Its Charter)

SUBURBAN BANCORP, INC.  
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):                              

[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).    

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-   
6(i)(3).                                                                

[_] 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:     

(2) Aggregate number of securities to which transaction applies:        

(3) Per unit price or other underlying value of transaction computed    
pursuant to Exchange Act Rule 0-11:*                            

(4) Proposed maximum aggregate value of transaction:                    
--------                                                                        
  *Set forth the amount on which the filing is calculated and state how it was
determined.                                                             

[_] 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:                                             

(2) Form, Schedule or Registration Statement No.:                       

(3) Filing Party:                                                       

(4) Date Filed:                                                         

Notes:                                                                          

DEF 14A 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
LOGO                                                                            
                                                                  March 15, 1994

Dear Stockholder:                                                               

You are cordially invited to attend the 1994 Annual Meeting of the          
Stockholders of Suburban Bancorp, Inc. (the "Company"), which will be held in   
the Auditorium, Meadows Corporate Center (formerly Gould Center), 2850 West     
Golf Road, Rolling Meadows, Illinois (the "Meeting"). The Meeting will be held  
on Friday, April 15, 1994 commencing at 3:00 p.m.                               

 The primary business of the Meeting will be to elect directors for the coming
year and to approve the selection of independent auditors.                      

The formal Notice of Meeting and Proxy Statement containing information     
pertinent to the business of the Meeting are set forth on the following pages.  
A copy of the Company's Annual Report for the year 1993 is also enclosed.       

Your vote is important no matter how many shares you own. To be certain that
your shares will be voted at the Meeting, please mark, sign, and date the       
enclosed proxy card and return the same in the accompanying envelope. You may   
revoke your proxy at any time prior to its exercise. Returning your proxy card  
will not prevent you from attending the Meeting. If you attend the Meeting, you 
may revoke your proxy and vote your shares personally if you wish.              

If you have any questions before the Meeting, please call Mr. Edward C.     
Murawski, Senior Vice President of the Company, at (708) 359-1077.              

Sincerely,        

LOGO              
  Gerald F. Fitzgerald
   Chairman of the Board

DEF 14A 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
LOGO                                                                            
SUBURBAN BANCORP, INC.
50 NORTH BROCKWAY 
PALATINE, ILLINOIS 60067

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 1994 

To: Stockholders of Suburban Bancorp, Inc.                                      

The Annual Meeting of Stockholders of Suburban Bancorp, Inc. (the "Company")
will be held in the Auditorium, Meadows Corporate Center (formerly Gould        
Center), 2850 West Golf Road, Rolling Meadows, Illinois on Friday, April 15,    
1994 at 3:00 p.m., Chicago Time (the "Meeting"), for the following purposes:    

1. For the holders of the Class A Common Stock of the Company to elect  
three directors to hold office until the next annual meeting or until their 
successors shall be elected and qualified;                                  

2. For the holders of the Class B Common Stock of the Company to elect  
seven directors to hold office until the next annual meeting or until their 
successors shall be elected and qualified;                                  

3. To approve the designation of the firm of Deloitte & Touche as       
independent public accountants for the Company and its subsidiaries for the 
year 1994; and                                                              

4. To transact such other business as may properly come before the      
Meeting or any adjournment thereof.                                         

Only stockholders of record at the close of business on February 25, 1994,  
are entitled to notice of and to vote at the Meeting or any adjournment         
thereof. A list of such stockholders will be maintained at the offices of the   
Company during the ten day period prior to the Meeting and will be available    
for examination by any stockholder for any purpose germane to the Meeting.      

                 By Order of the Board of Directors,

LOGO              
  Thomas G. Fitzgerald
Secretary         

Palatine, Illinois                                                              
March 15, 1994                                                                  

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SUBURBAN BANCORP, INC.
50 NORTH BROCKWAY 
PALATINE, ILLINOIS 60067

PROXY STATEMENT 

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Suburban Bancorp, Inc. (the "Company") of proxies for use 
at the Annual Meeting of Stockholders of the Company to be held on April 15,    
1994, or any adjournment thereof (the "Meeting"). This Proxy Statement and the  
enclosed proxy are being mailed to stockholders on or about March 15, 1994.     

The Certificate of Incorporation of the Company provides that if, on the    
record date for a meeting of the stockholders, the number of shares of Class A  
Common Stock outstanding and the number of shares of Class B Common Stock       
outstanding are both at least 12 1/2% of the total number of shares of Common   
Stock outstanding, then the holders of Class A Common Stock, voting as a        
separate class, shall elect 25% of the members of the Board of Directors of the 
Company and the holders of the Class B Common Stock, voting as a separate       
class, shall elect the remainder of the members of the Board of Directors. The  
Certificate of Incorporation further provides that, with respect to all other   
matters, the holders of the Class A Common Stock and the Class B Common Stock   
shall vote together, as a single class, and that each share of Class A Common   
Stock shall have one vote and each share of Class B Common Stock shall have ten 
votes. There were, at the close of business on February 25, 1994, 2,190,520     
shares of Class A Common Stock outstanding and 1,256,486 shares of Class B      
Common Stock outstanding. Accordingly, the holders of the Class A Common Stock  
are entitled to elect 25% of the members of the Board of Directors and the      
holders of the Class B Common Stock are entitled to elect the remainder of the  
members of the Board of Directors. Only stockholders of record on February 25,  
1994, are entitled to notice of and to vote at the Meeting. The proxy does not  
affect the right to vote in person at the Meeting and may be revoked at any     
time prior to the voting thereof. The presence at the Meeting in person or by   
proxy of the holders of stock having a majority of the votes attributable to    
the capital stock of the Company issued and outstanding will constitute a       
quorum for the transaction of all business.                                     

 As noted below under Section 2 entitled "Beneficial Ownership of Securities,"
Gerald F. Fitzgerald, Gerald F. Fitzgerald, Jr., James G. Fitzgerald, Marjorie  
G. Fitzgerald, Peter G. Fitzgerald, Thomas G. Fitzgerald, and Julie F. Schauer  
are the beneficial owners of 90.76% of the shares of the issued and outstanding 
Class B Common Stock, which amount is sufficient without any additional votes   
to (i) elect as directors the seven persons whose names are set forth below in  
the table entitled "Nominees for Directors to be Elected by Holders of Class B  
Common Stock," (ii) ratify the appointment of Deloitte & Touche, independent    
auditors for the Company, and (iii) approve or defeat any other action or       
proposal to be taken or made at the Meeting, except the election of Class A     
directors and any proposals subject to a vote by classes of stock. Such persons 
have advised the Company that they intend to vote their shares FOR such         
nominees and FOR the ratification of the appointment of such independent        
auditors.                                                                       

1. ELECTION OF DIRECTORS                                                        

 The Bylaws of the Company have fixed the number of directors constituting the
Board of Directors at between five and twenty-five, as determined by resolution 
of the Board of Directors. On February 7, 1991, the Board of Directors adopted  
a resolution setting the number of directors constituting the Board of          
Directors at ten. It is proposed to elect ten directors at the Meeting, of whom 
three will be elected by the holders of the Class A Common Stock, voting as a   
separate class, and seven will be elected by the holders of the Class B Common  
Stock, voting as a separate class. Each director so elected will hold office    
until the next annual meeting of stockholders or until his successor has been   
duly elected and qualified.                                                     

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 The most recent meeting of the stockholders of the Company at which directors
were elected was the annual meeting of stockholders held on April 16, 1993. A   
total of 1,390,946 shares of Class A Common Stock, which amounted to 66.7% of   
the issued and outstanding Class A Common Stock of the Company, was present,    
either in person or by proxy, at the meeting. Over 99.8% of such shares voted   
FOR the election of Messrs. Crowe and Lizzadro and Dr. Sammons as Class A       
directors for one-year terms expiring in 1994, and less than .12% of such       
shares were withheld from the vote regarding such nominees. A total of          
1,230,498 shares of Class B Common Stock, which amounted to 97.7% of the issued 
and outstanding Class B Common Stock of the Company, was present, either in     
person or by proxy, at the meeting. Over 99.9% of such shares voted FOR the     
election of Messrs. Catini, Cooney, Riordan, Gerald F. Fitzgerald, Gerald F.    
Fitzgerald, Jr., James G. Fitzgerald, and Thomas G. Fitzgerald as Class B       
directors for one-year terms expiring in 1994, and less than .02% of such       
shares were withheld from the vote regarding such nominees.                     

 It is intended that all shares of stock represented by a proxy in the form or
forms accompanying this Proxy Statement will be voted FOR the election of the   
nominees listed below unless otherwise specified in such proxy.                 

The following information has been furnished by the respective nominees. All
of such information is as of February 25, 1994:                                 

NOMINEES FOR DIRECTORS
TO BE ELECTED BY HOLDERS OF CLASS A COMMON STOCK

                                                                [Download Table]

NAME (AGE) AND POSITIONS                                                      
  AND OFFICES WITH THE            PRINCIPAL OCCUPATIONS AND EMPLOYMENT FOR    
        COMPANY                   PAST FIVE YEARS AND OTHER INFORMATION(1)    
------------------------          ----------------------------------------    
                                                                              
John V. Crowe (66)......  President, Transport Service Co. (independent       
 director--1986.          transportation firm).                               
Joseph F. Lizzadro (56).  Chairman, L&H Company, a holding company controlling
 director--1992           stock in: Meade Electric Company; Meade Industrial  
                          Services; Roadway Signal & Lighting; Contracting &  
                          Material Company; Traffic Control Corporation; and  
                          James Davidson Constructors & Contractors' Data     
                          Services.                                           
James H. Sammons, M.D.    Chairman, Sammons Associates (a medical consulting  
 (67)...................  firm); formerly executive vice president, American  
 director--1986           Medical Association.                                

NOMINEES FOR DIRECTORS
TO BE ELECTED BY HOLDERS OF CLASS B COMMON STOCK

                                                                [Download Table]

NAME (AGE) AND POSITIONS                                                         
  AND OFFICES WITH THE            PRINCIPAL OCCUPATIONS AND EMPLOYMENT FOR       
        COMPANY                   PAST FIVE YEARS AND OTHER INFORMATION(1)       
------------------------          ----------------------------------------       
                                                                                 
Francis Catini (48).....  President and director of Suburban Bank of Cary-Grove; 
 director--1981           director of Suburban Remittance Corp. and Suburban     
                          Mortgage Corporation.                                  
Donald J. Cooney (64)...  Chairman of the board of directors and former president
 director--1987           of The State Bank of Woodstock.                        
Gerald F. Fitzgerald      Chairman of the board of directors of the Company;     
 (68)...................  prior to 1991, chairman of the board of directors of   
 chairman of the board    several of the Company's subsidiary banks.             
 of directors--1981                                                              
Gerald F. Fitzgerald,     President and chief executive officer of the Company;  
 Jr. (43)...............  chairman of the board of directors of several of the   
 director--1981           Company's subsidiary banks and non-bank subsidiaries;  
 president and chief      president of several of the Company's non-bank         
 executive officer--1990  subsidiaries.                                          

2 

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                                                                [Download Table]

NAME (AGE) AND POSITIONS                                                         
  AND OFFICES WITH THE            PRINCIPAL OCCUPATIONS AND EMPLOYMENT FOR       
        COMPANY                   PAST FIVE YEARS AND OTHER INFORMATION(1)       
------------------------          ----------------------------------------       
                                                                                 
James G. Fitzgerald       Treasurer and chief executive officer of the Company;  
 (42)...................  chairman of the board of directors since 1990 and      
 director, treasurer,     president since 1983 of Suburban Bank of Barrington;   
 and chief financial of-  director of several of the Company's non-bank          
 ficer--1981              subsidiaries; chairman of the board of directors of    
                          several of the Company's subsidiary banks.             
Thomas G. Fitzgerald      Attorney and member of the Chicago law firm of Freeborn
 (40)...................  & Peters; director of Suburban National Bank of        
 director--1981           Barrington.                                            
 secretary--1991                                                                 
Richard J. Riordan (67).  Attorney and partner in the Chicago law firm of        
 director --1981          Riordan, Larson, Bruckert & Moore; director of Suburban
                          National Bank of Palatine and Suburban Bank of Cary-   
                          Grove.                                                 

--------                                                                        
(1) The following banks and companies are subsidiaries of the Company: Marengo  
State Bank; The State Bank of Woodstock; The State Bank of Huntley;     
Suburban Bank of Barrington; Suburban Bank of Bartlett; Suburban Bank of
  Cary-Grove; Suburban Bank of Hoffman-Schaumburg; Suburban Bank of Oakbrook
Terrace; Suburban Bank of Rolling Meadows; Suburban Bank of West Brook; 
   Suburban National Bank/Aurora; Suburban National Bank of Elk Grove Village;
Suburban National Bank of Palatine; Suburban Information Systems, Inc.; 
Suburban Holdings, Inc.; Suburban Remittance Corp.; Brockway Insurance  
Agency, Inc.; and Suburban Mortgage Corporation.                        

Gerald F. Fitzgerald, Jr., James G. Fitzgerald, and Thomas G. Fitzgerald are
sons of Gerald F. Fitzgerald. No other directors or executive officers of the   
Company are related. Gerald F. Fitzgerald, Jr., James G. Fitzgerald, and Thomas 
G. Fitzgerald were each the beneficial owner of more than 10% of the            
outstanding Class B Common Stock of the Company as of February 25, 1994, and    
may each be considered a control person of the Company by reason thereof.       

The Board of Directors maintains an Audit Committee and a Compensation      
Committee.                                                                      

The Audit Committee meets with the Company's independent auditors,          
independent loan review firm, and internal auditors; reviews the scope and      
results of audits; reviews management's response to audit reports; and          
discusses internal accounting controls and the quality of financial reporting.  
The Audit Committee consists of Messrs. John V. Crowe, as chairman, Richard J.  
Riordan and Joseph F. Lizzadro. During 1993, the Audit Committee held four      
meetings.                                                                       

The Compensation Committee establishes the general compensation policies of 
the Company, establishes compensation plans and specific compensation levels    
for executive officers, and administers the Company's 1991 Executive Incentive  
Plan, Profit Sharing Plan, 1991 Stock Appreciation Rights Plan and similar      
stock appreciation rights plans for the Company's subsidiary banks. The         
Compensation Committee consists of Messrs. Gerald F. Fitzgerald, as chairman,   
Thomas G. Fitzgerald and John V. Crowe and Dr. James H. Sammons. During 1993,   
the Compensation Committee held one meeting.                                    

During 1993, the Board of Directors of the Company held four meetings. All  
members except for Mr. John V. Crowe and Dr. James H. Sammons attended at least 
75% of the Board meetings and, in addition, all members except for Mr. Crowe    
attended 75% of their respective committee meetings. Both Mr. Crowe and Dr.     
Sammons attended two Board meetings, and Mr. Crowe attended 60% of his          
respective committee meetings during 1993.                                      

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2. BENEFICIAL OWNERSHIP OF SECURITIES                                           

The following table lists the beneficial ownership, as of February 24, 1994,
of the Company's Class A Common Stock and Class B Common Stock with respect to  
(i) all persons known to the Company to be the beneficial owner of more than 5% 
of either class of such common stock, (ii) each director and each nominee for   
the board of directors, (iii) each executive officer named in the Summary       
Compensation Table below (the "Named Executive Officers"), and (iv) all         
directors and executive officers as a group:                                    

                                                                [Download Table]

                                               CLASS A COMMON   CLASS B COMMON 
                                                 STOCK (1)        STOCK (1)    
                                              ---------------- ----------------
                                              NUMBER           NUMBER          
                                                OF    PERCENT    OF    PERCENT 
NAME AND ADDRESS                              SHARES  OF CLASS SHARES  OF CLASS
----------------                              ------  -------- ------- --------
                                                                               
Francis Catini...............................   3,510      *%      --     -- % 
Donald J. Cooney(2)..........................  14,700      *       --     --   
John V. Crowe(3).............................  12,120      *       --     --   
Gerald F. Fitzgerald(4)(5)...................   7,950      *   110,872   8.82  
Gerald F. Fitzgerald, Jr.(5)(6)..............  46,063   2.10   177,198  14.10  
James G. Fitzgerald(5)(7)....................  42,573   1.94   178,556  14.21  
Marjorie G. Fitzgerald(4)(5).................  51,062   2.33   120,204   9.57  
Peter G. Fitzgerald(5)(8)....................  43,617   1.99   186,438  14.84  
Thomas G. Fitzgerald(9)......................  43,994   2.01   184,240  14.66  
Joseph F. Lizzadro...........................   1,233      *       --     --   
Thomas P. MacCarthy..........................   6,000      *       --     --   
Edward C. Murawski...........................     754      *       --     --   
Richard J. Riordan(10).......................   6,655      *    20,480   1.63  
James H. Sammons, M.D........................   4,100      *       400      *  
Julie F. Schauer(5)(11)......................  42,306   1.93   182,851  14.55  
The Banc Funds (12).......................... 194,300   8.87       --     --   
Suburban Bancorp, Inc. Bank Employees Profit                                   
 Sharing Trust(13)........................... 134,375   6.13       --     --   
All directors and executive officers as a                                      
 group (consisting of 12 persons)............ 189,652   8.66   671,746  53.46  

--------                                                                        
*Less than 1%                                                               
(1) Unless otherwise indicated below, the persons in the above table have sole  
voting and investment power with respect to all shares shown as         
beneficially owned by them.                                             
(2) Includes 5,000 Class A shares owned by Donald J. Cooney's spouse, 1,700     
Class A shares owned by his child sharing the same household, and 6,888 
Class A shares owned by a trust for the benefit of Donald J. Cooney.    
(3) Includes 3,060 Class A shares owned by certain trusts, the beneficiaries of 
which are John V. Crowe's minor children, and 490 Class A shares owned  
individually by his minor child.                                        
(4) Excludes 51,062 Class A shares and 120,204 Class B shares owned by Gerald   
F. Fitzgerald's spouse, Marjorie G. Fitzgerald, who is also an owner of 
  more than 5% of the Company's Class B Common Stock. Marjorie G. Fitzgerald
is also the mother of Gerald F. Fitzgerald, Jr., James G. Fitzgerald,   
   Thomas G. Fitzgerald, Julie F. Schauer and Peter G. Fitzgerald. Marjorie G.
Fitzgerald's stock ownership is reported separately in this table.      
(5) The address of Gerald F. Fitzgerald, Gerald F. Fitzgerald, Jr., Peter G.    
Fitzgerald, Marjorie G. Fitzgerald and Julie F. Schauer is 50 North     
Brockway, Palatine, Illinois 60067.                                     
(6) Includes 20,521 Class B shares owned by Gerald F. Fitzgerald, Jr.'s spouse, 
1,950 Class A shares and 43,587 Class B shares owned by a trust, the    
  beneficiary of which is his minor child, and 450 Class A shares owned by a
trust, the beneficiary of which is his niece who is a minor child.      
(7) Includes 10,944 Class A shares and 8,938 Class B shares owned by James G.   
Fitzgerald's spouse and 11,800 Class A shares and 55,826 Class B shares 
   owned by certain trusts, the beneficiaries of which are his minor children.
The address of James G. Fitzgerald is 333 North Northwest Highway,      
Barrington, Illinois 60010.                                             

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(8) Includes 4,215 Class A shares and 24,555 Class B shares owned by Peter G.   
 Fitzgerald's spouse, 1,010 Class A shares and 36,633 Class B shares owned
 by certain trusts, the beneficiary of which is his minor child, and 1,356
Class A shares and 14,730 Class B shares owned by certain trusts, the   
beneficiaries of which are his nieces, both of whom are minor children. 
(9) Includes 23,900 Class A shares and 53,790 Class B shares owned by certain   
trusts, the beneficiaries of which are Thomas G. Fitzgerald's minor     
children. The address of Mr. Thomas G. Fitzgerald is 311 South Wacker   
Drive, Chicago, Illinois 60606.                                         
(10) Includes 500 Class A shares owned by Richard J. Riordan's child sharing    
the same household.                                                   
(11) Includes 11,303 Class A shares and 52,308 Class B shares held of record by 
Julie F. Schauer's spouse and 3,981 Class A shares and 18,069 Class B 
shares owned by a trust, the beneficiary of which is her minor child. 
(12) Based upon information provided by The Banc Funds. The address of The Banc 
Funds is 208 South LaSalle Street, Chicago, Illinois 60604.           
(13) The address of the Suburban Bancorp, Inc. Bank Employees Profit Sharing    
Trust is 50 North Brockway, Palatine, Illinois 60067.                 

3. EXECUTIVE COMPENSATION                                                       

The following table sets forth all compensation to the CEO and the four most
highly compensated executive officers of the Company, or certain of its         
subsidiaries, for services rendered to the Company or its subsidiaries for the  
Company's last three fiscal years:                                              

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                 LONG TERM                  
                                     ANNUAL COMPENSATION        COMPENSATION                
                              --------------------------------- ------------                
NAME AND                                         OTHER ANNUAL                   ALL OTHER   
PRINCIPAL POSITION       YEAR  SALARY   BONUS   COMPENSATION(1)   SARS(2)    COMPENSATION(3)
------------------       ---- -------- -------- --------------- ------------ ---------------
                                                                                            
Gerald F. Fitzgerald,                                                                       
 Jr..................... 1993 $200,000 $102,686     $19,200        1,156         $30,000    
 President and CEO       1992  200,000   82,500      19,200        1,912          29,100    
                         1991  200,000   60,960         *          2,041             *      
James G. Fitzgerald..... 1993  175,000  100,024      21,900          111          26,250    
 Treasurer and CFO       1992  175,000  102,854      23,150          165          26,250    
                         1991  175,000   92,218         *            196             *      
Thomas P. MacCarthy..... 1993  133,875   35,343       4,200           26          20,081    
 President, Suburban     1992  130,000   46,800       4,200           81          19,500    
 National Bank of                                                                           
  Palatine               1991  125,000   40,500         *             55             *      
Francis Catini.......... 1993   85,000   33,660       3,000           93          12,750    
 President, Suburban     1992   78,000   32,760       3,000          225          11,700    
 Bank of Cary-Grove      1991   77,000   20,328         *             71             *      
Edward C. Murawski...... 1993   91,000   14,742         --           --           13,650    
 Senior Vice President,  1992   88,000   14,256         --           --           13,200    
 Chief Accounting                                                                           
  Officer                1991   83,000   10,956         *            --              *      
 and Assistant Secretary                                                                    

--------                                                                        
*  Not required to be reported.                                                 
(1) Represents fees paid for serving on the Boards of Directors of the Company  
and its subsidiary banks.                                               
(2) Represents the grant of stock appreciation rights ("SARs") under the        
Company's 1991 Stock Appreciation Rights Plan and various stock         
appreciation rights plans adopted by the Company's subsidiary banks.    
(3) Represents contributions made by the Company and its subsidiary banks to    
  the Suburban Bancorp, Inc. Profit Sharing Plan (the "Profit Sharing Plan")
for 1993 on behalf of the Named Executive Officers.                     

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DEF 14A 9th Page of 20 TOC 1st Previous Next ↓Bottom Just 9th
Stock Appreciation Rights                                                     

The Company and its subsidiary banks have each adopted plans granting stock 
appreciation rights ("SARs"), all of which operate in substantially the same    
manner (collectively referred to as the "Plans"). The Plans are generally for   
the benefit of the President of the Company and the presidents of its           
subsidiary banks, although, they may be extended to other senior management at  
the discretion of the Board of Directors of the respective business unit. A     
target fund is established for each business unit, the size of which is         
determined based on a percentage of the annual base salary of the unit's        
president multiplied by several performance factors. At the end of the calendar 
year the target fund is converted into SARs which are awarded to the president  
of the respective business unit.                                                

The number of SARs awarded to each president is determined by dividing the  
target fund by the "value" of each SAR. The "value" of each SAR is the adjusted 
book value per share of each subsidiary bank's stock for the subsidiary bank    
presidents and the quoted market value of the Company's Class A Common Stock    
for the Company's President. Four years after the issuance of SARs, the         
recipients are paid in cash the difference between the "value" of the SARs at   
that time and the "value" of the SARs at the time they were issued. The cash    
payments are made by the respective business unit awarding the SARs. The SARs   
are forfeitable by any holder who is not an employee of the Company or one of   
its subsidiaries at maturity.                                                   

The following table sets forth information concerning individual grants of  
SARs made during the last fiscal year to each of the Named Executive Officers:  

SAR GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]

                                                                                     POTENTIAL   
                                                                                    REALIZABLE   
                                                                                     VALUE AT    
                                                                                  ASSUMED ANNUAL 
                                                                                  RATES OF STOCK 
                                                                                       PRICE     
                                                                                   APPRECIATION  
                                INDIVIDUAL GRANTS                                  FOR SAR TERM  
--------------------------------------------------------------------------------- ---------------
                                      % OF TOTAL SARS                                            
                                        GRANTED TO                                               
                          NUMBER OF    EMPLOYEES IN      BASE                                    
   NAME                  SARS GRANTED  FISCAL YEAR(1)  PRICE(4)  EXPIRATION DATE     5%     10%  
   ----                  ------------ --------------- --------- ----------------- ------- -------
                                                                                                 
Gerald F. Fitzgerald,                                                                            
 Jr.....................    1,156           (2)       $   43.25 December 31, 1997 $10,775 $23,204
James G. Fitzgerald.....      111           (3)          449.41 December 31, 1997  10,750  23,151
Thomas P. MacCarthy.....       26           (3)        1,012.63 December 31, 1997   5,674  12,219
Francis Catini..........       93           (3)          291.70 December 31, 1997   5,846  12,590
Edward C. Murawski......      --            --              --         --             --      -- 

--------                                                                        
(1) During fiscal year 1993, a total of 4,713 SARs were granted to the          
   President of the Company and twelve presidents of subsidiary banks pursuant
to the Company's 1991 Stock Appreciation Rights Plan and various stock  
appreciation rights plans adopted by the Company's subsidiary banks.    
(2) The SARs granted to Gerald F. Fitzgerald, Jr. were granted pursuant to the  
Company's 1991 Stock Appreciation Rights Plan. No other employees       
participate in this plan.                                               
(3) The SARs granted to the subsidiary bank presidents were granted pursuant to 
each subsidiary bank's SAR plan. No other employees participate in these
plans.                                                                  
(4) The base price per share for SARs granted to Gerald F. Fitzgerald, Jr. is   
   the quoted market price for one share of the Company's Class A Common Stock
  on the date of grant. The base price per share for SARs granted to Messrs.
   James G. Fitzgerald, Thomas P. MacCarthy and Francis Catini is the adjusted
  book value per share on the date of grant for Suburban Bank of Barrington,
Suburban National Bank of Palatine, and Suburban Bank of Cary-Grove,    
respectively.                                                           

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DEF 14A 10th Page of 20 TOC 1st Previous Next ↓Bottom Just 10th
The following table sets forth information concerning each exercise of SARs 
during the last fiscal year by each of the Named Executive Officers and the     
fiscal year-end value of unexercised SARs:                                      

AGGREGATED SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END SAR VALUES 

                                                        [Enlarge/Download Table]

                                                                        VALUE OF UNEXERCISED   
                                                UNEXERCISED SARS            IN-THE-MONEY       
                                                  AT F-Y END(1)           SARS AT F-Y END(1)   
                           SARS     VALUE   ------------------------- -------------------------
    NAME                 EXERCISED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
    ----                 --------- -------- ----------- ------------- ----------- -------------
                                                                                               
Gerald F. Fitzgerald,                                                                          
 Jr.....................    100    $28,968      --          5,153         --         $90,943   
James G. Fitzgerald.....    254     57,223      --            595         --          64,112   
Thomas P. MacCarthy.....     --         --      --            183         --          19,050   
Francis Catini..........    109     12,251      --            394         --          22,221   
Edward C. Murawski......     --         --      --            --          --             --    

--------                                                                        
(1) Represents the number and value of SARs which will be exercisable over the  
next three years.                                                       

Compensation Agreements                                                       

In 1991, the Company entered into an employment agreement and deferred      
compensation agreement with Gerald F. Fitzgerald in connection with his         
continuing service as Chairman of the Board of the Company. Mr. Fitzgerald      
receives an annual salary from the Company of $25,000 for such services.        
Pursuant to the terms of the deferred compensation agreement, the Company       
assumed the obligations of various subsidiary banks of the Company to pay       
deferred compensation to Mr. Fitzgerald beginning in 1991, related to services  
rendered to the Company and its subsidiary banks in prior years. Payments of    
the deferred compensation are to be paid to Mr. Fitzgerald continuing for his   
life; to his widow, if she survives him, for her life; or, under certain        
circumstances, to his estate for a period not to exceed 60 months. Under this   
deferred compensation arrangement, Mr. Fitzgerald received deferred             
compensation equal to $344,825 in 1993. Such amount will be increased or        
decreased annually by a percentage equal to the percentage increase or decrease 
in the Consumer Price Index for that period.                                    

Director Compensation                                                         

Directors who are not principally employed by the Company or any of its     
subsidiaries receive annual compensation of $5,000 plus $200 per meeting        
attended. Messrs. John V. Crowe, Joseph F. Lizzadro, Thomas G. Fitzgerald, and  
Richard J. Riordan, and Dr. James H. Sammons, directors, received such          
compensation during 1993. Directors who are principally employed by the Company 
or its subsidiaries receive no additional compensation for service as           
directors. Compensation for committee service for directors eligible to receive 
annual compensation is $200 per committee meeting not held in conjunction with  
a meeting of the Board of Directors.                                            

Compensation Committee Interlocks and Insider Participation                   

The Compensation Committee of the Board of Directors consists of Messrs.    
Gerald F. Fitzgerald, Thomas G. Fitzgerald and John V. Crowe and Dr. James H.   
Sammons. Mr. Gerald F. Fitzgerald is the Chairman of the Board of Directors of  
the Company and prior to 1991 was the Chairman of the Board of Directors of     
several of the Company's subsidiary banks. Mr. Fitzgerald is also the           
beneficial owner of more than 5% of the Company's Class B Common Stock. Mr.     
Thomas G. Fitzgerald, who is also Secretary of the Company and the beneficial   
owner of more than 5% of the Company's Class B Common Stock, is a partner in    
the law firm of Freeborn & Peters. Mr. Fitzgerald and the law firm were         
retained as counsel to the Company and certain of its subsidiaries in 1993, and 
it is anticipated that they will continue to be retained for the current year.  

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DEF 14A 11th Page of 20 TOC 1st Previous Next ↓Bottom Just 11th
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                   

The Compensation Committee of the Board of Directors of the Company (the    
"Committee") recommends to the Board of Directors of the Company (the "Board")  
the compensation of the Company's Chief Executive Officer and its other         
executive officers, including the presidents of the Company's subsidiary banks. 
In addition to reviewing the salary compensation for all executive officers and 
making recommendations to the Board, the Committee reviews and makes            
recommendations to the Board regarding the nature, timing and amount of awards  
and grants under the Company's Profit Sharing Plan, 1991 Executive Incentive    
Plan, 1991 Stock Appreciation Rights Plan, and the various stock appreciation   
rights plans of the Company's subsidiary banks.                                 

Compensation of Executive Officers Generally                                  

The Committee considers the Company's executive compensation program an     
essential management tool in assisting the Company to achieve its performance   
goals and provide its stockholders with increased investment returns. With      
these considerations in mind, the program has been designed to link executive   
pay to meeting specific financial performance goals and to increase the         
Company's stock price. The program is also designed to (i) further the          
Company's commitment to community banking, (ii) support the Company's           
decentralized decision making structure, (iii) recognize individual             
contributions as well as overall business results, and (iv) attract and retain  
talented executives who are essential to the Company's long term success.       
Executive compensation criteria are evaluated periodically to ensure            
consistency with business objectives which are important in increasing the      
Company's profitability and in enhancing stockholder value.                     

In an effort to improve the Company's executive compensation program, the   
Committee recently engaged the services of McGladrey & Pullen, Certified Public 
Accountants and Consultants, to advise it on a wide variety of executive        
compensation issues, including salary and the award of stock appreciation       
rights, bonuses and profit sharing contributions. Based on the results of the   
consultants' findings, the Committee determined that minor revisions to the     
current compensation program are appropriate in order to further motivate       
management to achieve measured financial goals and improve stockholder wealth.  
The revised program will be competitive with programs of other companies of     
comparable size in the same industry and geographic location, but will provide  
above-average incentive opportunities. The Committee anticipates that the       
revised program will be adopted in the next several months and will be          
applicable to executive compensation for 1994.                                  

The Committee has considered the impact of the $1 million deduction cap of  
Section 162(m) of the Internal Revenue Code on executive compensation in future 
years. The Committee has determined that, while Section 162(m) should be given  
consideration in compensating executives, it should not preclude the Committee  
from adhering to its compensation philosophy.                                   

Components of Executive Compensation                                          

There are two general forms of compensation applicable to the Company's     
executive officers: base salary compensation and incentive compensation.        

 Base Salary Compensation. Base salaries for executive officers are determined
by reference to a range of market rates for persons holding similar positions   
at other companies of comparable size in the same industry and geographic       
location. For this purpose, the Committee uses compensation surveys conducted   
by the Bank Administration Institute, the Illinois Bankers Association, Wyatt   
Data Services, Ben S. Cole Financial Incorporated and SNL Securities Executive  
Compensation Review. These surveys are based upon compensation levels paid by   
similar banks of similar size, operating within generally the same geographic   
area.                                                                           

The Committee periodically reviews each executive officer's salary and sets 
individual objective and subjective performance goals, which may vary depending 
upon the specific position or role of the executive within the Company or any   
of its subsidiary banks. The Committee's review takes into consideration both   

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DEF 14A 12th Page of 20 TOC 1st Previous Next ↓Bottom Just 12th
the Company's performance with respect to earnings, profits, return on average  
capital and average assets, together with each individual's performance for the 
year and his or her potential impact on the Company's future success. In the    
case of executive officers with responsibility for a subsidiary bank or a       
particular non-bank subsidiary, such bank's or subsidiary's financial results   
are also considered. In addition, where appropriate, the Committee may consider 
non-financial performance, such as increases in market share and improvements   
in relations with customers and employees. In making salary recommendations or  
decisions, the Committee exercises its discretion and judgment based on the     
foregoing criteria, without applying a specific formula to determine the weight 
of each factor considered.                                                      

Incentive Compensation. The Company's incentive compensation has three      
components: (i) an annual bonus; (ii) a grant of stock appreciation rights; and 
(iii) a profit sharing contribution. All three components are based upon the    
profitability of the Company or the subsidiary bank or banks for which an       
executive officer is responsible, as applicable, as measured by return on       
average capital and average assets and increase in core deposits.               

 Annual Bonus. Under the Company's 1991 Executive Incentive Plan (the "Plan"),
the Committee may grant cash bonuses to officers and senior management of the   
Company and its subsidiaries on an annual basis. The Plan consists of three     
target funds: (i) a fund for the president of the Company equal to 32% of his   
annual base salary for the year; (ii) a fund for the senior officers of the     
Company equal to 12% of their annual base salaries, on a combined basis; and    
(iii) a fund for the junior officers of the Company equal to 6% of their annual 
base salaries, on a combined basis. Each target fund is then multiplied by a    
performance factor based on return on average capital for each subsidiary bank, 
adjusted to reflect net loan charge-offs. The funds are then allocated in the   
following manner: (i) 25% of the Presidents' Fund to the Chairman of the Board  
of the Company; (ii) 75% of the President's Fund to the President of the        
Company; (iii) 100% of the Senior Officers' Fund to the senior officers as a    
group; and (iv) 100% of the Junior Officers' Fund to the junior officers as a   
group. The Senior Officers' Fund and Junior Officers' Fund are allocated to     
individuals within each respective group based on the percentage of the         
individual's salary to that of the entire group.                                

Stock Appreciation Rights. The Committee believes that the granting of stock
appreciation rights ("SARs") is an important method of aligning management's    
interests with those of the Company's stockholders on a long term basis. In     
addition, the Committee recognizes that, in order for the Company to remain     
competitive, it must employ the best and most talented executives who possess   
demonstrated skills and experience. The Company believes that SARs give the     
Company a significant advantage in attracting and retaining such executives     
and, therefore, believes that SARs are an important feature of the Company's    
executive compensation package.                                                 

 For the foregoing reasons, the Company designated the 1991 Stock Appreciation
Rights Plan as a long term incentive program for the President of the Company,  
and each of the Company's subsidiary banks have designated similar SAR plans    
for the presidents of the subsidiary banks (collectively referred to as the     
"Plans"). Although the Plans are generally for the benefit of the President of  
the Company and the presidents of its subsidiary banks, they may be extended to 
other senior management who, at the discretion of the Board of Directors of the 
respective business unit, are expected to contribute materially to the unit's   
success. For each business unit, there is established a target fund, the size   
of which is based on a percentage of the annual base salary of the unit's       
president. The target fund is then multiplied by several performance factors    
which, for each subsidiary bank, is related to its individual performance and,  
for the Company, is related to the performance of the subsidiary banks on a     
combined basis. One half of the fund is multiplied by a performance factor      
based on earnings performance as measured by return on average capital and the  
other half is multiplied by a performance factor related to growth in core      
deposits. At the end of each calendar year the target fund is converted into    
SARs which are awarded to the president of the respective business unit.        

The number of SARs awarded to each individual is determined by dividing the 
target fund by the "value" of each SAR. The "value" of each SAR is the adjusted 
book value per share of each subsidiary bank's stock for the subsidiary bank    
presidents and the quoted market value of the Company's Class A Common Stock    

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DEF 14A 13th Page of 20 TOC 1st Previous Next ↓Bottom Just 13th
for the Company's President. Four years after the issuance of SARs, the         
recipients are paid in cash the difference between the "value" of the SARs at   
that time and the "value" of the SARs at the time they were issued. The cash    
payments are made by the respective business unit awarding the SARs. The SARs   
are forfeitable by any holder who is not an employee of the Company or one of   
its subsidiaries at maturity.                                                   

The Committee intends to continue using SARs as the primary long term       
incentive for executive officers, because they serve as an additional incentive 
to improve the performance of the Company and its subsidiary banks and, with    
respect to the President of the Company, provide rewards only to the extent the 
Company's stock price increases after the SARs are granted. Because the Plans   
encourage executives to increase Company performance on a long term basis, the  
Committee believes they serve to more closely align the interests of the        
executives with those of the Company's stockholders.                            

Profit Sharing Contribution. The Suburban Bancorp, Inc. Profit Sharing Plan 
is a profit sharing plan sponsored by the Company, its subsidiary banks, and    
Suburban Information Systems, Inc. and its subsidiary, Suburban Remittance      
Corporation. Each business unit makes a discretionary contribution each year    
out of its profits, if any, subject to certain restrictions. Performance of the 
business unit, as measured by return on average assets, adjusted to reflect net 
loan charge-offs, is a significant factor in the exercise of this discretion.   
The contribution is allocated among all participating employees of the          
respective business unit, generally those with a year or more of service, in    
accordance with their base salaries for the year. Benefits vest over a period   
from four to seven years of service. Benefits are paid only in the event of an  
employee's termination of employment, death or certain limited cases of         
hardship.                                                                       

Compensation of the Chief Executive Officer                                   

 Mr. Gerald F. Fitzgerald, Jr. currently serves as Chief Executive Officer and
President of the Company. Mr. Fitzgerald was compensated during 1993 utilizing  
the same general philosophy and criteria used for other executive officers as   
described above, except that his incentive compensation was tied to the         
profitability of the Company on a consolidated basis. During 1993, Mr.          
Fitzgerald's base salary for service as Chief Executive Officer of the Company  
was $125,000. He also received an aggregate of $75,000 in salaries from six     
subsidiary banks for service as chairman of the boards of such banks, as well   
as $19,200 for attendance at monthly board meetings of those banks. In making   
such determinations, the Committee took into account a comparison of base       
salaries of chief executive officers of other bank holding companies and state  
community banks in the same geographic area that the Company competes, as       
indicated in the surveys described in the section above entitled "Base Salary   
Compensation." The Committee also considered the Company's success in meeting   
its financial performance goals for 1993, the performance of the Company's      
Class A Common Stock, Mr. Fitzgerald's role in promoting the long-term          
strategic growth of the Company, and his individual performance for the year.   
The Committee also took into account the longevity of Mr. Fitzgerald's service  
to the Company and his stature in the community and in the banking industry. In 
making such determinations, the Committee exercised its discretion and judgment 
based on the foregoing criteria without applying a specific formula to          
determine the weight of each factor considered.                                 

 Mr. Fitzgerald's aggregate of $102,686 in cash bonuses granted under the 1991
Executive Incentive Plan was determined based on the formula described above    
with respect to return on average capital of the subsidiary banks on a combined 
basis, and by the return on average assets of the subsidiary banks of which he  
served as chairman. Mr. Fitzgerald was also awarded 1,156 SARs under the 1991   
Stock Appreciation Rights Plan valued at $43.25 each, based on the formula      
described above with respect to the growth and profitability of the subsidiary  
banks on a combined basis. The Company also contributed an aggregate of $30,000 
in profit sharing contributions for his benefit based on return on average      
assets of the Company and the subsidiary banks of which he is chairman.         

The Committee believes that Mr. Fitzgerald, the Company and its subsidiary  
banks met their performance objectives for 1993, as reflected by the Company's  
overall performance. The Company's return on average assets increased during    
1993 from 1.11% to 1.18% and core deposits increased from $1,070                

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DEF 14A 14th Page of 20 TOC 1st Previous Next ↓Bottom Just 14th
million to $1,192 million. In addition, net earnings increased from $12.4       
million to $14.7 million, and earnings per share increased from $3.67 to $4.31  
during this same period. Based on the Company's overall performance, the        
Committee believes that Mr. Fitzgerald's total compensation for 1993 fairly and 
sufficiently rewards him for such performance and will serve to retain him as a 
key employee on whom the Company is dependent for its continued success.        

Compensation Committee:                                                         

Gerald F. Fitzgerald, Chairman                                                  
Thomas G. Fitzgerald                                                            
James H. Sammons, M.D.                                                          
John V. Crowe                                                                   

Performance Graph                                                             

The following line graph compares the yearly percentage change in the       
Company's cumulative total stockholder return on its Class A Common Stock over  
the past five fiscal years with (i) the cumulative total return of the NASDAQ   
Composite Index and (ii) the cumulative total return of the NASDAQ Bank Stock   
Index. Such cumulative total returns have assumed reinvestment of dividends.    
The quoted market price for the Company's Class A Common Stock was $17.75 on    
December 31, 1988 and $43.25 on December 31, 1993.                              

                                                                [Download Table]

                             [GRAPH APPEARS HERE]                               

                   COMPARISON OF FIVE YEAR CUMULATIVE RETURN                    
AMONG SUBURBAN BANCORP, NASDAQ COMPOSITE STOCK INDEX AND NASDAQ BANK STOCK INDEX


                                            NASDAQ       NASDAQ                 
                                            COMPOSITE    BANK                   
Measurement Period           SUBURBAN       STOCK        STOCK                  
(Fiscal Year Covered)        BANCORP        INDEX        INDEX                  
-------------------          ----------     ---------    ----------             
                                                                                
Measurement Pt-                                                                 
12/31/88                     $100           $100         $100                   
FYE 12/31/89                 $142.426       $121.244     $111.154               
FYE 12/31/90                 $75.238        $102.958     $81.400                
FYE 12/31/91                 $143.448       $165.206     $133.671               
FYE 12/31/92                 $201.204       $192.104     $194.187               
FYE 12/31/93                 $258.707       $219.214     $221.319               


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DEF 14A 15th Page of 20 TOC 1st Previous Next ↓Bottom Just 15th
4. MANAGEMENT RELATIONSHIP AND RELATED TRANSACTIONS                             

At December 31, 1993, certain officers and directors of the Company and its 
subsidiary banks and certain companies in which such officers and directors of  
the Company have 10% or more beneficial interest were indebted to the Company   
and to its bank subsidiaries in the aggregate amount of $9,127,962. All of such 
loans were made in the ordinary course of business on substantially the same    
terms, including interest rates and collateral, as those prevailing at the time 
for comparable transactions with other persons and did not involve more than    
the normal risk of collectibility or present other unfavorable features.        

Mr. Richard J. Riordan, a director of the Company, is a member of the law   
firm of Riordan, Larson, Bruckert & Moore. During 1993, the Company and its     
subsidiaries paid the law firm $155,295 for legal services. Mr. Riordan and the 
law firm were retained as counsel to the Company and certain of its             
subsidiaries in 1993, and it is anticipated that Mr. Riordan and the law firm   
will continue to be retained for the current year. Mr. Thomas G. Fitzgerald, a  
director and Secretary of the Company and the beneficial owner of more than 5%  
of the Company's Class B Common Stock, is a partner in the law firm of Freeborn 
& Peters. Mr. Fitzgerald and the law firm were retained as counsel to the       
Company and certain of its subsidiaries in 1993, and it is anticipated that     
they will continue to be retained for the current year.                         

5. APPROVAL OF SELECTION OF INDEPENDENT AUDITORS                                

The Board of Directors of the Company has appointed, subject to the approval
of the stockholders, Deloitte & Touche as the independent auditors for the      
Company and its consolidated subsidiaries for 1994. Deloitte & Touche acted as  
independent auditors for the Company and its consolidated subsidiaries for the  
year ended December 31, 1993. Representatives of Deloitte & Touche will be      
present at the Meeting and will have the opportunity to make a statement if     
they desire to do so. Such representatives will also be available to respond to 
appropriate questions presented at the Meeting.                                 

The Board of Directors recommends a vote FOR approval of the selection of   
Deloitte & Touche as independent auditors for 1994.                             

6. STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING                                

 Proposals of stockholders intended to be presented at the 1995 annual meeting
of stockholders of the Company must be received by the Company no later than    
November 14, 1994 in order to be included in the proxy statement and form of    
proxy relating to such annual meeting.                                          

7. VOTING AND REVOCATION OF PROXIES                                             

Stockholders are urged to sign the accompanying form or forms of proxy,     
solicited on behalf of the Board of Directors of the Company, and to return it  
or them at once in the envelope provided for that purpose. The shares           
represented by proxies that are properly signed and returned will be voted in   
accordance with the stockholders' directions. If no direction is given, proxies 
will be voted in accordance with the recommendations of the Board of Directors  
set forth in this Proxy Statement. A stockholder who wishes to designate a      
person or persons to act as his or her proxy at the Meeting, other than the     
proxies designated by the Board of Directors, may strike out the names          
appearing on the enclosed form of proxy, insert the name of any other such      
person or persons, sign the form, and transmit it directly to such other        
designated person or persons for use at the Meeting.                            

A stockholder who has given a proxy may revoke it at any time before it is  
exercised at the Meeting by filing with the Secretary of the Company an         
instrument revoking it or a duly executed proxy bearing a later date.           
Attendance at the Meeting will not, in and of itself, constitute the revocation 
of a proxy.                                                                     

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DEF 14A 16th Page of 20 TOC 1st Previous Next ↓Bottom Just 16th
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Meeting. 
Abstentions are counted in tabulations of the votes cast on proposals presented 
to stockholders for determining whether a proposal has been approved, whereas   
broker non-votes are not. With regard to the election of directors, votes may   
be cast in favor or withheld. Votes that are withheld will be excluded entirely 
from the vote and will have no effect. With regard to the approval of the       
selection of independent auditors, votes may be cast in favor or against or the 
vote may be abstained. An abstention will be counted as present and will have   
the same effect as a vote against the proposal, because it requires the         
approval of a majority of the outstanding shares present in person or by proxy  
and entitled to vote at the Meeting. Broker non-votes will have no effect on    
the outcome of the election of directors or the approval of the selection of    
independent auditors.                                                           

8. OTHER MATTERS                                                                

The Board of Directors knows of no matters likely to be brought before the  
Meeting other than those mentioned above. However, if any other matters, not    
now known or determined, properly come before the Meeting, the persons named in 
the enclosed form of proxy will vote such proxy in accordance with their best   
judgment in such matters, pursuant to discretionary authority granted in the    
proxy.                                                                          

The expenses of preparing and mailing this Proxy Statement and the          
accompanying forms of proxy and the cost of solicitation of proxies on behalf   
of the Board of Directors will be borne by the Company. Solicitation will be by 
mail and by some personal solicitation by directors, officers, and employees of 
the Company without special compensation.                                       

                                  By Order of the Board of Directors

    LOGO
                    Thomas G. Fitzgerald
         Secretary

Palatine, Illinois                                                              
March 15, 1994                                                                  

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CLASS A COMMON STOCK                                            SEE REVERSE     
                                                    SIDE

SUBURBAN BANCORP, INC.                             PROXY/VOTING INSTRUCTION CARD
PALATINE, ILLINOIS                                                              
--------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL      
MEETING ON APRIL 15, 1994                                                       

The undersigned hereby appoints FRANCIS CATINI and RICHARD J. RIORDAN as        
Proxies, each with the power to appoint his substitute, and hereby authorizes   
them to represent and to vote, as designated below, all shares of Class A Common
Stock of Suburban Bancorp, Inc. held of record by the undersigned on February   
25, 1994, at the annual meeting of stockholders to be held on April 15, 1994 or 
any adjournment thereof. IF NO DIRECTION AS TO THE MANNER OF VOTING THE PROXY   
IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR ITEM 2 AS
INDICATED ON THE REVERSE SIDE HEREOF.                                           

Election of Class A Directors:                                                  

Nominees:       John V. Crowe, Joseph F. Lizzadro,              
and James H. Sammons, M.D.      

You are encouraged to specify your choice by marking the appropriate boxes (SEE 
REVERSE SIDE) but you need not mark any boxes if you wish to vote in accordance 
with the Board of Directors' recommendations.                                   

DEF 14A 18th Page of 20 TOC 1st Previous Next ↓Bottom Just 18th
PLEASE MARK YOUR                                                
X       VOTE IN THE BOX                                                         
PROVIDED.                                                       

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE     
VOTED FOR PROPOSALS 1 AND 2.                                                    

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. 

FOR     WITHHELD as to All Nominees       

1. Election of     [_]     [_] To withhold authority to vote for                
Class A                     any nominee(s), mark the "FOR" box            
Directors                   and write the name of each such               
                 nominee on the line provided below.

_____________________________________________________                     

                         FOR   AGAINST ABSTAIN

2. Proposal to approve the                [_]     [_]     [_]                   
designation of Deloitte &                                                 
Touche as the independent                                                 
auditors of Suburban Bancorp,                                             
Inc. for the 1994 year.                                                   

3. In their discretion, the Proxies are authorized to vote upon such            
other business as may properly come before the Meeting.                   

[Name and Address of Stockholder(s)]                            

SIGNATURE(S) ________________________________________________ DATE _______, 1994
NOTE: Please date and sign as name appears herein. If shares are held jointly   
  by two or more persons, each stockholder named should sign. Executors,
  administrators, trustees, etc. should so indicate when signing. If the
  signor is a corporation, please sign the full corporate name by a duly
authorized officer. If the signor is a partnership, please sign the 
partnership name by an authorized person.                           

DEF 14A 19th Page of 20 TOC 1st Previous Next ↓Bottom Just 19th
CLASS B COMMON STOCK                                            SEE REVERSE     
                                                    SIDE

SUBURBAN BANCORP, INC.                             PROXY/VOTING INSTRUCTION CARD
PALATINE, ILLINOIS                                                              
--------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL      
MEETING ON APRIL 15, 1994                                                       

The undersigned hereby appoints FRANCIS CATINI and RICHARD J. RIORDAN as        
Proxies, each with the power to appoint his substitute, and hereby authorizes   
them to represent and to vote, as designated below, all shares of Class B Common
Stock of Suburban Bancorp, Inc. held of record by the undersigned on February   
25, 1994, at the annual meeting of stockholders to be held on April 15, 1994 or 
any adjournment thereof. IF NO DIRECTION AS TO THE MANNER OF VOTING THE PROXY   
IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR ITEM 2 AS
INDICATED ON THE REVERSE SIDE HEREOF.                                           

Election of Class B Directors:                                                  

       Nominees:       Francis Catini, Donald J. Cooney, Gerald F. Fitzgerald,
               Gerald F. Fitzgerald, Jr., James G. Fitzgerald,
            Thomas G. Fitzgerald, and Richard J. Riordan

You are encouraged to specify your choice by marking the appropriate boxes (SEE 
REVERSE SIDE) but you need not mark any boxes if you wish to vote in accordance 
with the Board of Directors' recommendations.                                   

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PLEASE MARK YOUR                                                
X       VOTE IN THE BOX                                                         
PROVIDED.                                                       

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE     
VOTED FOR PROPOSALS 1 AND 2.                                                    

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. 

FOR     WITHHELD as to All Nominees       

1. Election of     [_]     [_] To withhold authority to vote for                
Class B                     any nominee(s), mark the "FOR" box            
Directors                   and write the name of each such               
                 nominee on the line provided below.

_____________________________________________________                     

                         FOR   AGAINST ABSTAIN

2. Proposal to approve the                [_]     [_]     [_]                   
designation of Deloitte &                                                 
Touche as the independent                                                 
auditors of Suburban Bancorp,                                             
Inc. for the 1994 year.                                                   

3. In their discretion, the Proxies are authorized to vote upon such            
other business as may properly come before the Meeting.                   

[Name and Address of Stockholder(s)]                            

SIGNATURE(S) ________________________________________________ DATE _______, 1994
NOTE: Please date and sign as name appears herein. If shares are held jointly   
  by two or more persons, each stockholder named should sign. Executors,
  administrators, trustees, etc. should so indicate when signing. If the
  signor is a corporation, please sign the full corporate name by a duly
authorized officer. If the signor is a partnership, please sign the 
partnership name by an authorized person.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	12/31/97	9
	11/14/94	15
For Period End:	4/15/94	2	19	8-K
Filed on:	3/15/94	2	16
	2/25/94	3	19
	2/24/94	7
	12/31/93	14	15	10-K
	4/16/93	5
				List all Filings

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Filing Submission 0000950131-94-000327 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Suburban Bancorp Inc – ‘DEF 14A’ for 4/15/94

As of: Tuesday, 3/15/94 · For: 4/15/94 · Accession #: 950131-94-327 · File #: 0-11138

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents