As filed with the Securities and Exchange Commission on November 5, 1998
Registration No. 333-63685
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CLARKSTON FINANCIAL CORPORATION
(Name of Small Business Issuer in its Charter)
-------
Michigan 6712 38-3412321
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

Clarkston Financial Corporation
P.O. Box 436
Clarkston, Michigan 48347-0436
(248) 625-0710
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

David T. Harrison
Clarkston Financial Corporation
P.O. Box 436
Clarkston, Michigan 48347-0436
(248) 625-0710

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Donald L. Johnson
Varnum, Riddering, Schmidt & Howlett LLP
Suite 1700
333 Bridge Street, N.W.
Grand Rapids, Michigan 49504
(616) 336-6000

Donald J. Kunz
Honigman Miller Schwartz and Cohn
2290 First National Building
660 Woodward Avenue
Detroit, Michigan 48226-3583
(313) 465-7000

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]

CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
Being Registered Registered(1) Per Share Price Registration Fee
- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------

Common Stock (no par
value) 1,092,500 $10.00 $10,925,000 $3,223 (2)
- ------------------------------------------------------------------------------------------------------------------------

(1) Includes 142,500 shares subject to the Underwriter's over-allotment option.

(2) Previously paid.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Legend:

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

-2-

SUBJECT TO COMPLETION DATED , 1998
[legend]
PROSPECTUS
950,000 Shares

CLARKSTON FINANCIAL CORPORATION [logo]

Common Stock
-----------------------

Clarkston Financial Corporation, a Michigan corporation (the "Company"), is
offering for sale 950,000 shares of its common stock, without par value (the
"Common Stock"). The Company is a proposed bank holding company organized to own
all of the common stock of Clarkston State Bank, a Michigan banking corporation
(in organization), to be located in Clarkston, Michigan (the "Bank"). Neither
the Company nor the Bank has ever conducted any business operations other than
matters related to their initial organization and the raising of capital. See
"Business." There has been no public trading market for the Common Stock. Roney
Capital Markets, a division of First Chicago Capital Markets, Inc. (the
"Underwriter") has advised the Company that it anticipates making a market in
the Common Stock following completion of the offering, although there can be no
assurance that an active trading market will develop. See "Underwriting" for a
discussion of the factors considered in determining the initial public offering
price. The Company expects that the quotations for the Common Stock will be
reported on the OTC Bulletin Board. The organizers of the Bank have provided
nonbinding expressions of interest to purchase a total of approximately 91,500
shares of Common Stock at the public offering price, which would represent 9.6%
of the outstanding shares after the offering.
----------------------

THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A SIGNIFICANT
AMOUNT OF RISK. INVESTORS SHOULD NOT INVEST ANY FUNDS IN THE OFFERING
UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE "RISK
FACTORS" COMMENCING ON PAGE 6 FOR CERTAIN CONSIDERATIONS
RELEVANT TO AN INVESTMENT IN THE COMPANY'S COMMON STOCK.

THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND THEY ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.
----------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Underwriting Proceeds to
Price to Public (1) Discounts (1)(2) Company (1)(3)

Per Share.............. $10.00
Total (1).............. $9,500,000
============================== ============================= ================================== ====================

(1) The Company has granted the Underwriter a 30-day option to purchase up to
142,500 additional shares of its Common Stock solely to cover
over-allotments, if any. If the Underwriter exercises such option in full,
the Price to Public, Underwriting Discounts and Proceeds to Company will be
approximately $10,925,000, $_________ and $_________ , respectively. See
"Underwriting." The Underwriter has agreed to limit the Underwriting
Discounts to 2.0% of the public offering price for up to 100,000 shares
sold by the Underwriter to organizers of the Bank or their immediate
families. See "Underwriting." Organizers of the Bank have provided
nonbinding expressions of interest to purchase a total of approximately
91,500 shares. If 91,500 shares are so purchased, Underwriting Discounts
will be reduced by, and proceeds to the Company will be increased by
$___________.

(2) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."
(3) Before deducting estimated offering expenses payable by the Company of
$155,000.

The shares of Common Stock are offered by the Underwriter subject to prior
sale, when, as and if delivered to and accepted by the Underwriter, and subject
to the right of the Underwriter to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the shares of
Common Stock will be made through the facilities of The Depository Trust Company
in New York, New York, on or about __________________, 1998, against payment in
immediately available funds.

RONEY CAPITAL MARKETS
a division of FIRST CHICAGO CAPITAL MARKETS, INC.
The date of this Prospectus is ______________, 1998.

-4-

[ MAP OF MARKET AREA]

----------------------

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements concerning
certain aspects of the business of the Company. When used in this prospectus,
words such as "believe," "anticipate," "intend," "goal," "expects," and similar
expressions may identify forward-looking statements. Forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those contemplated in such forward-looking statements.
Prospective investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Prospectus.
The Company undertakes no obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
----------------------

IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SEE
"UNDERWRITING."

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless the context clearly suggests otherwise, financial information and other
references in this Prospectus to the Company include the Bank. Except as
otherwise indicated, all information in this Prospectus assumes no exercise of
Underwriter's over-allotment option.

The Company

The Company was incorporated on May 18, 1998 under Michigan law and will be
a bank holding company owning all of the common stock of the Bank. The Bank is
organizing as a Michigan chartered bank with depository accounts to be insured
by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank's initial
primary service area will be Independence Township, which includes the City of
Clarkston, and the adjacent township of Waterford, both of which are located in
North Oakland County, Michigan. The Bank intends to provide a full range of
commercial and consumer banking services, for small to medium size businesses as
well as individuals. The Bank's lending strategy will focus on commercial and
consumer lending and to a lesser extent residential mortgage lending. The Bank
intends to offer a broad array of deposit products and may also provide
customers with credit cards, trust services, insurance products and investment
products through third-party service providers. The use of third-party service
providers is expected to allow the Bank to be at the forefront of technology
while minimizing the costs of delivery. Completion of this offering will be
conditioned on the Company and the Bank having received all necessary regulatory
approvals, subject to the satisfaction of certain conditions. Management
anticipates commencing business in the first quarter of 1999.

Reason for Starting Clarkston State Bank

The expansion of interstate banking has contributed to substantial
consolidation of the banking industry in Michigan, including the Company's
market area in North Oakland County. Many of the area's locally owned or managed
financial institutions have either been acquired by large regional bank holding
companies or have been consolidated into branches of other financial
institutions. In many cases, these acquisitions and consolidations have been
accompanied by pricing changes, branch closings, the dissolution of local boards
of directors, management and personnel changes and, in the perception of the
Company's management, a decline in the level of customer service.

Although the banking industry remains competitive, management believes that
the consolidation of the banking industry has created a favorable opportunity in
the Company's market area for a new commercial bank to offer services to
customers who wish to conduct business with a locally owned and managed bank.
The Company seeks to take advantage of this opportunity by emphasizing the
Company's local management, and its strong ties and active commitment to the
community. Management believes that a community bank can help foster the
economic development of its community and create and retain wealth within that
community. Management believes that community residents will recognize the
benefits of a community bank and that the Bank will be successful in attracting
as customers individuals and small to medium sized businesses by demonstrating
an active interest in their business and personal financial affairs.

Market Area

The Bank's initial primary service area will be Independence Township,
which includes the City of Clarkston, and the adjacent township of Waterford,
both of which are located in North Oakland County, Michigan. The Bank's primary
service area has a diverse economy based primarily on manufacturing, retail and
service. According to available statistical data, Waterford and Independence
Townships have approximately 1,700 business establishments and 1997 unemployment
rates of 3.3% and 2.5%, respectively. In 1997, Oakland County had an
unemployment rate of 2.9% compared to average unemployment rates of 4.6% for
Michigan and 4.7% for the United States, according to the University of Michigan
Institute of Labor and Industrial Relations. In 1997, the combined median
household income for Waterford and Independence Townships (including the City of
Clarkston) was approximately $59,000, compared

to approximately $57,000 for all of Oakland County. In 1997, Oakland County was
the nation's third wealthiest county with a population in excess of one million,
according to the Bureau of Economic Analysis for the United States Census. The
Company believes that affluent households create demand for home mortgage loans,
home equity loans, certificates of deposit and individual retirement accounts.

The Bank's primary service area is a significant banking market in the
State of Michigan. According to available industry data, as of June 30, 1997,
total deposits in Waterford and Independence Townships (including the City of
Clarkston), including those of banks, thrifts and credit unions, were
approximately $1.2 billion. As of June 30, 1997, total deposits in Oakland
County were approximately $21.0 billion.

The Bank's main office will be located in downtown Clarkston, and will
serve as the Company's corporate headquarters. The Company's address is 15 South
Main Street, Clarkston, Michigan 48346. The Company's telephone number is (248)
625-0710.

Management

The Company's officers and directors have a shared vision of focused
community banking and a commitment to the future growth and success of the Bank.
The Company's vision is to build a quality, full-service community bank that
offers competitive financial products and superior customer service. Fundamental
to the Company's vision is the building of long-term relationships with
customers.

Mr. David Harrison, the President and Chief Executive Officer of the
Company and the Bank, has 30 years of experience in the banking industry. Most
recently, Mr. Harrison served from 1989 to 1991 as the President and Chief
Executive Officer of First of America Bank-Southeast Michigan in Detroit, a
Michigan banking corporation that had over $4 billion in assets in 1991. From
1986 to 1989, Mr. Harrison served as the President and Chief Executive Officer
of First of America Bank-Oakland, a Michigan banking corporation that had over
$600 million in assets in 1989. Mr. Harrison served in various positions at
First of America Bank-Kalamazoo from 1961 to 1986, including Senior Vice
President from 1980 to 1986. Mr. Harrison's positions included senior level
responsibility for retail banking, commercial lending and assimilating mergers
and acquisitions. The First of America banks were subsidiaries of First of
America Bank Corporation, a $22 billion bank holding company headquartered in
Kalamazoo, Michigan that was acquired by National City Bancorporation in 1998.
Mr. Harrison has served as Chief Executive Officer and President of Pinnacle
Appraisal Group in Clarkston from 1991 to the present.

Mr. James Richardson, the Vice President - Finance and Operations and
Controller of the Bank, is a certified public accountant and has 14 years of
experience in the banking industry. Mr. Richardson was the controller of First
of America Bank-Southeast Michigan from 1989 through 1991 and the controller of
First of America Bank-Oakland from 1986 through 1989. From 1977 through 1986,
Mr. Richardson held various executive positions, most recently as Executive Vice
President, with New Century Bank (formerly Peoples Banking Corporation) in
Frankenmuth and Bay City, Michigan, which was acquired by First of America Bank
Corporation in 1986. Mr. Richardson has served as a law firm administrator since
1991, most recently with the law firm of Saurbier, Paradiso & Perrin, P.L.C. in
St. Clair Shores, Michigan. Mr. Richardson has a Masters in Business
Administration from the University of Michigan.

The Bank is assembling a staff of experienced professionals and expects to
have approximately 12 full time employees when it opens for business. In
addition to its President and Chief Executive Officer and its Vice President
Finance and Operations, the Bank intends to recruit a senior lending officer, a
branch administration officer and an auditor. Mr. Harrison and Mr. Richardson
have chosen to join the bank at compensation levels below what they earned in
their previous positions.

Mr. Harrison has formed a Board of Directors comprised of individuals with
broad backgrounds in business, banking, real estate and consulting. In addition
to Mr. Harrison, current directors of the Company and/or the Bank include Edwin
Adler (business and real estate), Louis Beer (law and consulting), William Clark
(real estate), Charles Fortinberry (business), Bruce McIntyre (business), Robert
Olsen (financial planning), Ted Simon (business) and John Welker (business). Mr.
Harrison, the other members of the Board of Directors, and Mr. Richardson,
represent a significant asset to the Company and the Bank. The organizers of the
Bank have provided nonbinding expressions of interest to purchase a total of
approximately 91,500 shares of Common Stock at the public offering price, which
would represent 9.6% of the outstanding shares after the offering.

The Offering

Securities offered
by the Company....... 950,000 shares of Common Stock. In addition, the Company
has granted the Underwriter an option to purchase up to
an additional 142,500 shares to cover over-allotments.
See "Description of Capital Stock."

Common Stock to be
outstanding after
the offering (1)..... 950,000 shares (1,092,500 shares if the over-allotment
option is exercised in full).

Use of proceeds by
the Company.......... Capitalization of the Bank, payment of organization and
preopening expenses and general corporate purposes,
including repayment of loans from directors. See "Use of
Proceeds."

Proposed NASD Over
the Counter Bulletin
Board Symbol......... "CKSB"

- ------------------------
(1) Does not include 58,330 shares issuable upon exercise of
outstanding stock options under the Company's 1998 Founding Directors'
Stock Option Plan and the Company's Stock Compensation Plan.

RISK FACTORS

The Common Stock offered hereby involves a high degree of risk and should
be considered only by persons who can afford the loss of their entire
investment. The following constitute the principal risks of an investment in the
Common Stock and should be carefully considered by prospective investors prior
to purchasing shares of Common Stock. The order of the following is not intended
to be indicative of the relative importance of any described risk.

Lack of Operating History

Neither the Company nor the Bank has any operating history. The business of
the Company and the Bank is subject to the risks inherent in the establishment
of a new business enterprise. Because the Company is only recently formed, the
Bank has not commenced operations and the Bank and the Company are in the
process of obtaining necessary regulatory approvals, prospective investors do
not have access to all of the information that, in assessing their proposed
investment, would be available to the purchasers of securities of a financial
institution with a history of operations.

Significant Losses Expected

As a result of the substantial start-up expenditures that must be incurred
by a new bank and the time it will take to develop its deposit base and loan
portfolio, it is expected that the Bank, and thus the Company, will operate at a
substantial loss during the start-up of the Bank. Accordingly, they are not
expected to be profitable for at least the first two years of operation.
Cumulative losses during the first two years of operation are expected to exceed
$500,000. There is no assurance that the Bank or the Company will ever operate
profitably. As a result, it is anticipated that the book value of the Common
Stock will decrease accordingly. If the Company does not reach profitability and
recover its accumulated operating losses, investors in the offering would likely
suffer a significant decline in the value of their shares of Common Stock.

Delay in Commencing Operations

Although the Company and the Bank expect to receive all regulatory
approvals and commence business in the first quarter of 1999, there can be no
assurance as to when, if at all, these events will occur. Any delay in
commencing operations will increase pre-opening expenses and postpone
realization by the Bank of potential revenues. Absent the receipt of revenues
and commencement of profitable operations, the Company's accumulated deficit
will continue to increase (and book value per share decrease) as operating
expenses such as salaries and other administrative expenses continue to be
incurred.

Government Regulation and Monetary Policy

As of November ___, 1998, the Bank had received all regulatory approvals
required to organize and establish the Bank, subject to the satisfaction of
certain conditions. Those conditions include, among other things, that: (i)
beginning paid-in capital of the Bank will be not less than $8.5 million; (ii)
the Bank will maintain a ratio of Tier 1 leverage capital to total assets for
the first three years after commencing business of at least 8% and an adequate
valuation reserve; (iii) the Bank will have its financial statements audited by
a public accountant for at least the first five years; (iv) the Bank will file
its Certificate of Paid in Capital and Surplus with the Commissioner of the
Michigan Financial Institutions Bureau ("Commissioner") and notify the
Commissioner of its opening date so the Commissioner can conduct its customary
preopening investigation; and (v) any changes in executive management of the
Bank will be submitted to the bank regulatory agencies in advance for their
approval. Regulatory capital requirements imposed on the Bank may have the
effect of constraining future growth, absent the infusion of additional capital.

The Company and the Bank will be subject to extensive state and federal
government supervision and regulation. Existing state and federal banking laws
will subject the Bank to substantial limitations with respect to loans, purchase
of securities, payment of dividends and many other aspects of its banking
business. There can be no assurance that future legislation or government policy
will not adversely affect the banking industry or the operations of the Bank.
Federal economic and monetary policy may affect the Bank's ability to attract
deposits, make loans and achieve satisfactory interest spreads. See "Supervision
and Regulation."

No Assurance of Dividends

It is anticipated that no dividends will be paid on the Common Stock for
the foreseeable future. The Company will be largely dependent upon dividends
paid by the Bank for funds to pay dividends on the Common Stock, if and when
such dividends are declared. No assurance can be given that future earnings of
the Bank, and any resulting dividends to the Company, will be sufficient to
permit the legal payment of dividends to Company shareholders at any time in the
future. Even if the Company may legally declare dividends, the amount and timing
of such dividends will be at the discretion of the Company's Board of Directors.
The Board may in its sole discretion decide not to declare dividends. The Common
Stock offered hereby should not be purchased by persons who need or desire
dividend income from this investment. For a more detailed discussion of other
regulatory limitations on the payment of cash dividends by the Company, see
"Dividend Policy."

Competition

The Company and the Bank will face strong competition for deposits, loans
and other financial services from numerous Michigan and out-of-state banks,
thrifts, credit unions and other financial institutions as well as other
entities which provide financial services. Some of the financial institutions
and financial services organizations with which the Bank will compete are not
subject to the same degree of regulation as the Bank. Many of these financial
institutions aggressively compete for business in the Bank's proposed market
area. Most of these competitors have been in business for many years, have
established customer bases, are larger, have substantially higher lending limits
than the Bank and will be able to offer certain services that the Bank does not
expect to provide in the foreseeable future, including branches, trust services
and international banking services. In addition, most of these entities have
greater capital resources than the Bank, which, among other things, may allow
them to price their services at levels more favorable to the customer and to
provide larger credit facilities than could the Bank. See "Business -- Market
Area" and "Business -- Competition." Additionally, federal and Michigan
legislation regarding interstate branching and banking may act to increase
competition in the future from larger out-of-state banks. See "Supervision and
Regulation."

Dependence on Management

The Company and the Bank are, and for the foreseeable future will be,
dependent upon the services of David Harrison, the President of the Bank, and
other senior managers retained by the Bank. The loss of one or more key members
of the management team could adversely affect the operations of the Company and
the Bank. While the Company will maintain key man life insurance on the life of
Mr. Harrison, the Company does not have an employment agreement with him or any
of its other officers. See "Business -- Employees" and "Management."

Discretion in Use of Proceeds

The Offering is intended to raise funds to provide for the initial
capitalization of the Bank, purchase leasehold improvements, equipment and other
assets for the Bank's operations, fund loans, provide working capital for
general corporate purposes, and pay initial operating expenses. While management
currently has no such agreements or understanding, if opportunities arise, some
of the proceeds of the Offering could also be used to finance acquisitions of
other financial institutions, branches of other institutions, or expansion into
other lines of business closely related to banking. However, management will
retain discretion in employing the proceeds of the Offering. See "Use of
Proceeds."

Lending Risks and Lending Limits

The risk of nonpayment of loans is inherent in commercial banking, and such
nonpayment, if it occurs, may have a material adverse effect on the Company's
earnings and overall financial condition as well as the value of the Common
Stock. Moreover, the Bank's focus on small-to-medium sized businesses may result
in a large concentration of loans by the Bank to such businesses. As a result,
the Bank may assume greater lending risks than banks which have a lesser
concentration of such loans and tend to make loans to larger companies.
Management will attempt to minimize the Bank's credit exposure by carefully
monitoring the concentration of its loans within specific industries and through
prudent loan application and approval procedures, but there can be no assurance
that its monitoring and procedures will reduce such lending risks sufficiently
to avoid material losses.

The Company anticipates that approximately 50% of its loans will consist of
commercial loans, although the actual percentage may vary. Commercial real
estate loans are expected to comprise approximately 10% of all commercial loans.
Commercial real estate lending involves more risk than residential lending,
because loan balances are greater and repayment is dependent upon the borrower's
operation. See "Business -- Products and Services -- Commercial Loans."

The Company anticipates that approximately 35% of its loan portfolio will
consist of personal loans and credit, although the actual percentage may vary.
Personal loans and credit are expected to consist primarily of home equity
loans, together with loans for other purposes, such as the purchase of
automobiles, boats and other recreational vehicles, home improvements and
personal investments. Personal loans usually involve more credit risk than
mortgage loans because of the type and nature of collateral, if any. In
addition, consumer loan repayments are dependent on the borrower's continuing
financial stability, and are thus likely to be adversely affected by job loss,
illness or personal bankruptcy. See "Business -- Products and Services --
Personal Loans and Credit."

The Bank's general lending limit is expected to initially be approximately
$1.0 million. Accordingly, the size of the loans which the Bank can offer to
potential customers will be less than the size of loans which most of the Bank's
competitors with larger lending limits are able to offer. This limit initially
may affect the ability of the Bank to seek relationships with the area's larger
businesses. The Bank expects to accommodate loan volumes in excess of its
lending limit through the sale of participations in such loans to other banks.
However, there can be no assurance that the Bank will be successful in
attracting or maintaining customers seeking larger loans or that the Bank will
be able to engage in the sale of participations in such loans on terms favorable
to the Bank.

Impact of Interest Rates and Economic Conditions

The results of operations for financial institutions, including the Bank,
may be materially and adversely affected by changes in prevailing economic
conditions, including declines in real estate market values, rapid changes in
interest rates and the monetary and fiscal policies of the federal government.
See "Supervision and Regulation." The Bank's profitability will be in part a
function of the spread between the interest rates earned on investments and
loans and the interest rates paid on deposits and other interest-bearing
liabilities. In the early 1990s, many banking organizations experienced
historically high interest rate spreads. More recently, interest rate spreads
have generally narrowed due to changing market conditions and competitive
pricing pressure, and there can be no assurance that such factors will not
continue to exert such pressure or that such high interest rate spreads will
return. Substantially all the Bank's loans will be to businesses and individuals
in North Oakland County, Michigan, and any decline in the economy of this area
could have an adverse impact on the Bank. Like most banking institutions, the
Bank's net interest spread and margin will be affected by general economic
conditions and other factors that influence market interest rates and the Bank's
ability to respond to changes in such rates. At any given time, the Bank's
assets and liabilities will be such that they are affected differently by a
given change in interest rates. As a result, an increase or decrease in rates,
the length of loan terms or the mix of adjustable and fixed rate loans in the
Bank's portfolio could have a positive or negative effect on the Bank's net
income, capital and liquidity. There can be no assurance that negative trends or
developments will not have a material adverse effect on the Bank. See
"Supervision and Regulation."

Need for Technological Change

The banking industry is undergoing rapid technological changes with
frequent introductions of new technology- driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. The Company's
future success will depend in part on its ability to address the needs of its
customers by using technology to provide products and services that will satisfy
customer demands for convenience as well as to create additional efficiencies in
the Bank's operations. Many of the Bank's competitors have substantially greater
resources to invest in technological improvements. There can be no assurance
that the Bank will be able to effectively implement new technology-driven
products and services or be successful in marketing such products and services
to its customers. See "Business -- Strategy."

Year 2000 Compliance

Because many computerized systems use only two digits to record the year in
date fields (for example, the year 1998 is recorded as 98), such systems may not
be able to accurately process dates ending in the year 2000 and after. The
effects of this issue will vary from system to system and may adversely affect
the ability of a financial institution's operations as well as its ability to
prepare financial statements. The Company and the Bank will be organized in 1998
or early 1999 and will have recently acquired their computer equipment and will
have recently contracted with a leading supplier of information processing
services. The Company expects to have written assurances from its corporate
equipment and information systems suppliers that their products are year 2000
compliant. The Company expects to assess year 2000 compliance by the Company and
its vendors. In addition, the Bank expects to require assurances from commercial
borrowers as to their year 2000 compliance as part of the loan application and
review process. Management does not anticipate that the Company will incur
material operating expenses or be required to invest heavily in computer system
improvements to be year 2000 compliant. Nevertheless, the inability of the
Company to successfully address year 2000 issues could result in interruptions
in the Company's business and have a material adverse effect on the Company's
results of operations.

Anti-Takeover Provisions

The Company's Articles of Incorporation (the "Articles") and bylaws (the
"Bylaws") include provisions which may have the effect of delaying, deferring or
preventing certain types of transactions involving an actual or potential change
in control of the Company, including transactions in which the shareholders
might otherwise receive a premium for their shares over then current market
prices, and may limit the ability of the shareholders to approve transactions
that they may deem to be in their best interests. The Michigan Business
Corporation Act (the "MBCA") contains a Control Share Act and a Fair Price Act
intended to protect shareholders and prohibit or discourage certain types of
hostile takeover activities. Federal law requires the approval of the Federal
Reserve Board prior to acquisition of "control" of a bank holding company. These
provisions may have the effect of delaying or preventing a change in control of
the Company without action by the shareholders, and therefore could adversely
affect the price of the Common Stock. See "Description of Capital Stock --
Anti-Takeover Provisions."

Indemnification of Directors and Officers

The Company's Articles of Incorporation provide for the indemnification of
its officers and directors and insulate its officers and directors from
liability for certain breaches of the duty of care. It is possible that the
indemnification obligations imposed under these provisions could have an adverse
effect on the Company's financial position and results of operations. The Bank's
Articles of Incorporation contain similar provisions. See "Description of
Capital Stock -- Anti-Takeover Provisions."

Determination of Offering Price

The initial public offering price of $10.00 per share was determined by the
Company in consultation with the Underwriter. This price is not based upon
earnings or any history of operations and should not be construed as indicative
of the present or anticipated future value of the Common Stock. Prior to the
offering, there has been no public trading market for the Common Stock. The
price at which these shares are being offered to the public may be greater than
the market price for the Common Stock following the offering.

Limited Trading Market Expected

The Underwriter has advised the Company that, upon completion of the
offering, it intends to use reasonable efforts to initiate quotations of the
Common Stock on the OTC Bulletin Board and to act as a market maker in the
Common Stock, subject to applicable laws and regulatory requirements, although
it is not obligated to do so. Making a market in securities involves maintaining
bid and ask quotations and being able, as principal, to effect transactions in
reasonable quantities at those quoted prices, subject to various securities laws
and other regulatory requirements. The development of a public trading market
depends, however, upon the existence of willing buyers and sellers, the presence
of which is not within the control of the Company, the Bank or any market maker.
Market makers on the OTC Bulletin Board are not required to maintain a
continuous two sided market, are required to honor firm quotations for only a

limited number of shares and are free to withdraw firm quotations at any time.
Even with a market maker, factors such as the limited size of the offering, the
lack of earnings history for the Company and the absence of a reasonable
expectation of dividends within the near future mean that there can be no
assurance of an active and liquid market for the Common Stock developing in the
foreseeable future. Even if a market develops, there can be no assurance that a
market will continue or that shareholders will be able to sell their shares at
or above the price at which these shares are being offered to the public.
Purchasers of Common Stock should carefully consider the limited liquidity of
their investment in the shares being offered hereby.

Control by Management

Although the combined ownership and control over the Company's Common Stock
by the Company's officers and directors is likely to be less than 10% after this
Offering, such individuals will be able to exert a significant measure of
control over the affairs and policies of the Company. Such control could be
used, for example, to help prevent an acquisition of the Company, thereby
precluding shareholders from possibly realizing any premium which may be offered
for the Company's Common Stock by a potential acquirer. See "Principal
Shareholders."

Regulatory Risk

The banking industry is heavily regulated. Many of these regulations are
intended to protect depositors, the public, and the FDIC, not shareholders.
Applicable laws, regulations, interpretations and enforcement policies have been
subject to significant, and sometimes retroactively applied, changes in recent
years, and may be subject to significant future changes. There can be no
assurance that such future changes will not adversely affect the business of the
Company. In addition, the burden imposed by federal and state regulations may
place banks in general, and the Company specifically, at a competitive
disadvantage compared to less regulated competitors. See "Supervision and
Regulation."

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 950,000 shares of
Common Stock offered hereby are estimated to be $_______ ($_______ if the
Underwriter's over-allotment option is exercised in full), after deduction of
the underwriting discounts, but before deducting estimated offering expenses of
$155,000. The Underwriter has agreed to limit the underwriting discounts to 2.0%
of the public offering price for up to 100,000 shares sold by the Underwriter to
directors and officers of the Bank or their immediate families and to certain
persons identified on a list provided to the Underwriter by the Company. Such
persons have provided nonbinding expressions of interest to purchase
approximately 91,500 shares. If such persons purchase 91,500 shares,
underwriting discounts will be reduced by, and proceeds to the Company will be
increased by, $ _____.

The sources and uses of the proceeds from the offering are set forth below:

(Dollars in thousands) Amount Percentage
Sources:

Sale of 950,000 shares of Common Stock...................................... $9,500 100%
Uses:
Capital contribution to the Bank(1)......................................... $8,500 89%
Underwriting discounts...................................................... $ %
Repayment of director loans................................................. $ %
Operating and other expenditures of the Company............................. $ %

Total uses........................................................... $9,500 100%

- -----------------------
(1) It is anticipated that the net proceeds received by the Bank will be used
primarily to fund investments in loans and securities and also for general
corporate purposes.

The Company expects to contribute approximately $8,500,000 of the net
proceeds of the offering to the Bank by purchasing all of the Bank's common
stock to be issued. This purchase of the Bank's stock is intended to provide the
Bank with the capital required by regulators to commence operations. The Bank
plans to use approximately $115,000 for leasehold improvements and related
architectural and engineering services, and approximately $130,000 to purchase
furniture, fixtures and equipment and other necessary assets for the Bank's
operations. The Company expects to use approximately $37,000 of the net proceeds
to pay for organizational expenses of the Bank. These organizational expenses,
and other preopening expenses and offering expenses, were financed on an interim
basis from loans of approximately $415,000 at an interest rate of 5.0% per annum
made to the Company by members of its Board of Directors. These loans include
$120,000 loaned as of August 31, 1998 and an additional $295,000 loaned
subsequent to August 31, 1998. It is anticipated that this approximately
$415,000 of loans will be repaid by the Company promptly following the
completion of the offering, using $285,000 of net offering proceeds and $130,000
cash on hand. It is currently anticipated that the balance of the net proceeds
received by the Bank will be used to fund investments in loans and securities
and for payment of operating expenses. The remaining net proceeds (plus any net
proceeds as a result of the exercise of the Underwriter's over-allotment option)
will initially be invested by the Company in investment grade securities and
otherwise held by the Company as working capital for general corporate purposes
and to pay operating expenses, as well as for possible future capital
contributions to the Bank. The funds will also be available to finance possible
acquisitions of other branches or expansion into other lines of business closely
related to banking, although the Company presently has no plans to do so.

DIVIDEND POLICY

The Company initially expects that Company and Bank earnings, if any, will
be retained to finance the growth of the Company and the Bank and that no cash
dividends will be paid for the foreseeable future. After the Bank achieves
profitability, recovers its operating deficit, and funds an adequate reserve for
loan and lease losses, the Company may consider payment of dividends. However,
the declaration of dividends is at the discretion of the Board of Directors, and
there is no assurance that dividends will be declared at any time. If and when
dividends are declared, the Company will be largely dependent upon dividends
paid by the Bank for funds to pay dividends on the Common Stock. It is also
possible, however, that the Company might at some time in the future pay
dividends generated from income or investments and from other activities of the
Company.

Under Michigan law, the Bank is restricted as to the maximum amount of
dividends it may pay on its Common Stock. The Bank may not pay dividends except
out of net profits after deducting its losses and bad debts. A Michigan state
bank may not declare or pay a dividend unless the bank will have a surplus
amounting to at least 20% of its capital after the payment of the dividend. If
the Bank has a surplus less than the amount of its capital, it may not declare
or pay any dividend until an amount equal to at least 10% of net profits for the
preceding one-half year (in the case of quarterly or semi-annual dividends) or
full-year (in the case of annual dividends) has been transferred to surplus. The
ability of the Company and the Bank to pay dividends is also affected by various
regulatory requirements and policies, such as the requirement to maintain
adequate capital above regulatory guidelines. See "Supervision and Regulation."
Such requirements and policies may limit the Company's ability to obtain
dividends from the Bank for its cash needs, including funds for acquisitions,
payment of dividends by the Company and the payment of operating expenses.

CAPITALIZATION

The following table sets forth the capitalization of the Company as it is
projected to be immediately after the sale of the 950,000 shares of Common Stock
offered hereby and the application of the estimated net proceeds. See "Use of
Proceeds."

Long-term and short-term debt................................................... $ 0

Shareholders' equity:

Common stock, no par value, 10,000,000 shares authorized; 950,000
shares issued and outstanding(1)................................. 8,680,000
Retained earnings(2)................................................... (41,829)
----------
Total shareholders' equity.................................. $8,638,171

(1) Net of underwriting discounts and $155,000 of offering expenses expected to
be paid by the Company.

(2) Retained earnings (accumulated deficit) as of August 31, 1998.

BUSINESS

The Company

The Company was incorporated on May 18, 1998 under Michigan law and will be
a bank holding company owning all of the common stock of the Bank. The Bank is
organizing as a Michigan chartered bank with depository accounts to be insured
by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank's initial
primary service area will be Independence Township, which includes the City of
Clarkston, and the adjacent township of Waterford, both of which are located in
North Oakland County, Michigan. The Bank intends to provide a full range of
commercial and consumer banking services for small to medium size businesses as
well as individuals. The Bank's lending strategy will focus on commercial and
consumer lending and to a lesser extent residential mortgage lending. The Bank
intends to offer a broad array of deposit products and may also provide
customers with credit cards, trust services, insurance products and investment
products through third-party service providers. The use of third-party service
providers is expected to allow the Bank to be at the forefront of technology
while minimizing the costs of delivery. Completion of this offering will be
conditioned on the Company and the Bank having received all necessary regulatory
approvals, subject to the satisfaction of certain conditions. Management
anticipates commencing business in the first quarter of 1999.

The Company was incorporated as a Michigan business corporation on May 18,
1998. The Company was formed to acquire all of the Bank's issued and outstanding
stock and to engage in the business of a bank holding company under the federal
Bank Holding Company Act of 1956, as amended. On October 23, 1998, the
Commissioner of the FIB issued an order approving the application to establish
the Bank. On , 1998, the Bank's application for FDIC deposit insurance was
approved. The Company's application to become a bank holding company for the
Bank was approved by the Federal Reserve Board on , 1998. These approvals were
issued subject to the satisfaction of certain conditions that the Company
believes are customary in transactions of this type, including conditions
relating to capitalization of the Bank and continuing capital adequacy. The
Company and the Bank expect to satisfy such conditions and commence business in
the first quarter of 1999. See "Risk Factors -- Delay in Commencing Operations"
and "Risk Factors -- Government Regulation and Monetary Policy."

Reason for Starting Clarkston State Bank

Market Area

of less than 2.9% compared to average unemployment rates of 4.6% for Michigan
and 4.7% for the United States, according to the University of Michigan
Institute of Labor and Industrial Relations. In 1997, the combined median
household income for Waterford and Independence Townships (including the City of
Clarkston) was approximately $59,000, compared to approximately $57,000 for all
of Oakland County. In 1997, Oakland County was the nation's third wealthiest
county with a population in excess of one million, according to the Bureau of
Economic Analysis for the United States Census. The Company believes that
affluent households create demand for home mortgage loans, home equity loans,
certificates of deposit and individual retirement accounts.

Products and Services

Commercial Loans. Commercial loans will be made primarily to small and
mid-sized businesses. These loans will be both secured and unsecured and are
expected to be made available for general operating purposes, acquisition of
fixed assets including real estate, purchases of equipment and machinery,
financing of inventory and accounts receivable, as well as any other purposes
considered appropriate. The Bank will generally look to a borrower's business
operations as the principal source of repayment, but will also receive, when
appropriate, mortgages on real estate, security interests in inventory, accounts
receivable and other personal property and/or personal guarantees.

Although the Bank intends to take a progressive and competitive approach to
lending, it will stress high quality in its loans. Because of the Bank's local
nature, management believes that quality control should be achievable while
still providing prompt and personal service. On a bi-monthly basis, the Board of
Directors will review selected loans made in the preceding month. In addition, a
loan committee of the Board of Directors of the Bank will also review larger
loans for prior approval when the loan request exceeds the established limits
for the senior officers.

Commercial real estate lending involves more risk than residential lending,
because loan balances are greater and repayment is dependent upon the borrower's
operation. The Bank will attempt to minimize risk associated with these
transactions by generally limiting its exposure to owner operated properties of
well-known customers or new customers with an established profitable history. In
many cases, risk will be further reduced by (i) limiting the amount of credit to
any one borrower to an amount less than the Bank's legal lending limit; and (ii)
avoiding certain types of commercial real estate financings.

Residential Real Estate Loans. The Bank expects to originate residential
mortgage loans, which are generally long-term with either fixed or variable
interest rates. The Bank's anticipated general policy, which is subject to
review by management as a result of changing market and economic conditions and
other factors, may be to retain all or a portion of variable interest rate
mortgage loans in the Bank's loan portfolio and to sell all fixed rate loans in
the secondary market. The Bank also expects to offer home equity loans. The Bank
expects to retain servicing rights with respect to residential mortgage loans
that it originates.

Personal Loans and Credit. The Bank will make personal loans and lines of
credit available to consumers for various purposes, such as the purchase of
automobiles, boats and other recreational vehicles, home improvements and
personal investments. The Bank expects to retain substantially all of such
loans. The Bank may also offer credit card services if requested by the Bank's
customers.

Consumer loans generally have shorter terms and higher interest rates than
residential mortgage loans and, except for home equity lines of credit, usually
involve more credit risk than mortgage loans because of the type and nature of
the collateral. While the Bank does not intend to use a formal credit scoring
system, the Bank intends to underwrite its loans carefully, with a strong
emphasis on the amount of the down payment, credit quality, employment stability
and monthly income. These loans are expected generally to be repaid on a monthly
repayment schedule with the source of repayment tied to the borrower's periodic
income. In addition, consumer lending collections will be dependent on the
borrower's continuing financial stability, and are thus likely to be adversely
affected by job loss, illness and personal bankruptcy. In many cases,
repossessed collateral for a defaulted consumer loan will not provide an
adequate source of repayment of the outstanding loan balance because of
depreciation of the underlying collateral. The Bank believes that the generally
higher yields earned on consumer loans will help compensate for the increased
credit risk associated with such loans and that consumer loans will be important
to its efforts to serve the credit needs of the communities and customers that
it serves.

Loan Policy. As a routine part of the Bank's business, the Bank expects to
make loans to individuals and businesses located within the Bank's market area.
The Company anticipates that its loan portfolio will consist of commercial loans
(50%), residential real estate loans (15%) and personal loans and credit (35%),
although these percentages are approximations and the actual percentages may
vary. The Bank has adopted a Loan Policy that contains general lending
guidelines and is subject to review and revision by the Board of Directors from
time to time.

The Company will seek to make sound loans, while recognizing that lending
money involves a degree of business risk. The Loan Policy is designed to assist
the Company in managing the business risk involved in making loans. The Loan
Policy states that it provides a general framework for the Bank's loan
operations, while recognizing that not all loan activities and procedures can be
anticipated. The Loan Policy instructs lending personnel to use care and prudent
decision making and to seek the guidance of a senior lending officer or the
President of the Bank where appropriate.

The Loan Policy includes procedures for oversight and monitoring of the
Bank's lending practices and loan portfolio. The Bank will have an Officers Loan
Committee comprised of the Bank President, the senior lending officer, the
branch administrator and other appropriate lending personnel. The Officers Loan
Committee will be responsible for approving all loans that exceed an individual
officer's lending authority. The initial authorization limit for the President
of the Bank will be $750,000, and the initial authorization limit for the Vice
President of Commercial Loans will be $500,000 for secured loans and $250,000
for unsecured loans. These limits are subject to review and revision by the
Board of Directors from time to time.

The Loan Policy includes "loan to value" ratios that limit the size of
certain types of loans to a maximum percentage of the value of the collateral
securing the loans, which percentage varies by the type of collateral. The Loan
Policy includes the following loan to value maximum ratios: raw land (70%),
improved residential real estate lots (80%), non-residential construction (80%),
first mortgages on residences (80%), junior mortgages on residences (95%) and
commercial real estate (70%). Loans with loan to value ratios in excess of the
established percentage may be approved provided that the excess amount is
insured with private mortgage insurance. The Bank is authorized and expects to
use credit risk insurance, principally for residential real estate mortgages
where the loan to value ratio exceeds 80%.

The Loan Policy also includes other underwriting standards for loans
secured by liens on real estate. These underwriting standards are designed to
determine the maximum loan amount that a borrower has the capacity to repay
based upon the type of collateral securing the loan and the borrower's income.
For owner-occupied residential real estate mortgages, the monthly payments on
the loan are not to exceed 28% of the borrower's monthly income. For
owner-occupied commercial real estate mortgages, the annual payments, combined
with the borrower's other required debt payments, are not to exceed 80% of the
borrower's net annual projected cash flow. In addition, the Loan Policy requires
that the Bank obtain a written appraisal by a state certified appraiser for
loans secured by real estate in excess of $50,000, subject to certain limited
exceptions. The appraiser must be selected by the Bank and must be independent
and licensed. The Loan Policy also includes maximum amortization schedules and
loan terms for each category of loans secured by liens on real estate. Loans
secured by commercial real estate are subject to a maximum term of 10 years and
a maximum amortization schedule of 20 years. Loans secured by residential real
estate with variable interest rates will have a maximum term and amortization
schedule of 30 years. The Bank intends to sell to the secondary market all loans
secured by residential real estate with fixed interest rates and terms in excess
of three years, thereby reducing the interest

rate risk and credit risk to the Bank. Loans secured by vacant land are subject
to a maximum term of 3 years and a maximum amortization schedule of 10 years.

The Company anticipates that all of its residential real estate loans will
be secured by a first lien on the real estate. The Company anticipates that the
majority of its personal loans and credit will be home equity loans secured by a
second lien on real estate. Approximately 10% of the Company's commercial loans
are expected to be commercial real estate loans secured by a first lien on the
commercial real estate. In addition, the Company expects that the majority of
its commercial loans that are not mortgage loans will be secured by a lien on
equipment, inventory and/or other assets of the commercial borrower.

The Loan Policy also establishes a limit on the aggregate amount of loans
to any one borrower. The Loan Policy provides that no loan shall be granted
where the aggregate liability of the borrower to the Bank will exceed $1.0
million. As with the Loan Policy in general, this internal lending limit is
subject to review and revision by the Board of Directors from time to time. The
Company anticipates that its legal lending limit under applicable regulations
will be approximately $2.1 million immediately following the offering, based on
the legal lending limit of 25% of capital and surplus.

In addition, the Loan Policy provides additional general guidelines,
provides for guidelines concerning personal guarantees, provides for
environmental policy review, contains specific limitations with respect to loans
to employees, executive officers and directors, provides for problem loan
identification, establishes a policy for the maintenance of a loan loss reserve,
provides for loan reviews and sets forth policies for mortgage lending and other
matters relating to the Bank's lending practices.

Deposit Services. The Bank intends to offer a broad range of deposit
services, including checking accounts, NOW accounts, savings accounts and time
deposits of various types. The Bank will offer a courier service for customer
convenience. Transaction accounts and time certificates will be tailored to the
principal market area at rates competitive with those offered in the area. All
deposit accounts will be insured by the FDIC up to the maximum amount permitted
by law. The Bank intends to solicit these accounts from individuals, businesses,
associations, financial institutions and government authorities. The Bank may
also use alternative funding sources as needed, including advances from Federal
Home Loan Banks, conduit financing and the packaging of loans for securitization
and sale.

Regulatory and supervisory loan-to-value limits are established by Section
304 of the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"). The Bank's internal limitations will follow those limits and in
certain cases will be more restrictive than those required by the regulators.

The Bank may establish relationships with correspondent banks and other
independent financial institutions to provide other services requested by its
customers, including loan participations where the requested loan amounts exceed
the Bank's policies or legal lending limits.

Other Services. The Bank may consider providing additional services in the
future, such as personal computer based at-home banking. Management believes
that the Bank's personalized service approach benefits from customer visits to
the Bank. Management will continue to evaluate the desirability of adding
telephone, electronic and at-home banking services. Should the Bank choose to do
so, the Bank could provide one or more of these services at a future date using
a third-party service provider.

Investments. The principal investment of the Company will be its purchase
of all of the common stock of the Bank. Funds retained by the Company from time
to time may be invested in various debt instruments, including but not limited
to obligations of or guaranteed by the United States, general obligations of a
state or political subdivision thereof, bankers' acceptances or certificates of
deposit of United States commercial banks, or commercial paper of United States
issuers rated in the highest category by a nationally-recognized investment
rating service. Although the Company is permitted to make limited portfolio
investments in equity securities and to make equity investments in subsidiary
corporations engaged in certain non-banking activities which may include real
estate-related activities, such as mortgage banking, community development, real
estate appraisals, arranging equity financing for commercial real estate, and
owning and operating real estate used substantially by the Bank or acquired for
its future use, the Company has no present plans to make any such equity
investment. See "Supervision and Regulation -- The Company --

Investments and Activities." The Company's Board of Directors may alter the
Company's investment policy without shareholder approval.

The Bank may invest its funds in a wide variety of debt instruments and may
participate in the federal funds market with other depository institutions.
Subject to certain exceptions, the Bank is prohibited from investing in equity
securities. Under one such exception, in certain circumstances and with the
prior approval of the FDIC, the Bank could invest up to 10% of its total assets
in the equity securities of a subsidiary corporation engaged in certain real
estate- related activities. The Bank has no present plans to make such an
investment. Real estate acquired by the Bank in satisfaction of or foreclosure
upon loans may be held by the Bank, subject to a determination by a majority of
the Bank's Board of Directors at least annually of the advisability of retaining
the property, for a period not exceeding 60 months after the date of
acquisition, or such longer period as the Commissioner may approve. The Bank is
also permitted to invest an aggregate amount not in excess of two-thirds of the
capital and surplus of the Bank in such real estate as is necessary for the
convenient transaction of its business. The Bank has no present plans to make
any such investment. The Bank's Board of Directors may alter the Bank's
investment policy without shareholder approval.

Competition

There are many thrift institution, credit union and bank offices located
within the Bank's primary market area. Most are branches of larger financial
institutions which, in management's view, are managed with a philosophy of
strong centralization. The Bank will face competition from thrift institutions,
credit unions, and other banks as well as finance companies, insurance
companies, mortgage companies, securities brokerage firms, money market funds
and other providers of financial services. Most of the Bank's competitors have
been in business a number of years, have established customer bases, are larger
and have higher lending limits than the Bank. The Bank will compete for loans
principally through its ability to communicate effectively with its customers
and understand and meet their needs. Management believes that its personal
service philosophy will enhance its ability to compete favorably in attracting
individuals and small businesses. The Bank will actively solicit retail
customers and will compete for deposits by offering customers personal
attention, professional service, off-site ATM capability, and competitive
interest rates.

Employees

The Bank is assembling a staff of experienced professionals and expects to
have approximately 12 full time employees when it opens for business. In
addition to the President and the Vice President - Finance and Operations and
the Controller, the Bank intends to recruit a senior lending officer, a branch
administration officer, an auditor and additional customer service and support
personnel. Mr. Harrison and Mr. Richardson have chosen to join the Bank at
compensation levels below what they earned in their previous positions.

Properties

The Bank is leasing a building located at 15 South Main Street in downtown
Clarkston, Michigan for use as the Bank's main office and the Company's
headquarters. This building consists of approximately 3,890 square feet. The
building was formerly a branch of a large regional bank and has been a bank
branch since 1911. The building has a night deposit box, safe deposit boxes and
a complete security system, and will have an ATM machine. The Bank believes that
this space will be adequate for its present needs. In order to conserve the
Bank's capital, eight directors agreed to purchase the building in September,
1998 specifically for the purpose of leasing the property to the Bank. The
building will be leased on an arms-length basis from an entity owned by eight of
the Company's and the Bank's directors. See "Certain Transactions."

The lease for the Bank's office has an initial term of five years and the
Bank has three renewal options of five years each. The monthly lease payments
are $5,000 per month for the first two years and thereafter $5,165 per month. In
addition, the Bank will be required to make payments for taxes, insurance and
other operating expenses. The Bank expects to spend approximately $115,000 for
tenant improvements and related architectural and engineering services, and
additional funds for furniture, fixtures and other equipment.

Plan of Operation

The Company's plan of operation for the twelve months following the
completion of the offering does not contemplate the need to raise additional
funds during that period. Management has concluded, based on current pre-opening
growth projections, that the Bank is likely to have adequate funds to meet its
cash requirements for at least twelve months. Management has no specific plans
for product research or development which would be performed within the next
twelve months. Management plans to expend approximately $115,000 for leasehold
improvements and related architectural and engineering services, and
approximately $130,000 for furniture, fixtures, equipment and other necessary
assets, prior to commencing operation. During the first twelve months of
operation, the Company does not anticipate requiring substantial additional
equipment. No significant changes in the number of employees is anticipated in
the first twelve months of operations after the Bank commences its business and
completes the hiring of its approximately 12 initial employees.

MANAGEMENT

Directors and Executive Officers

The directors and executive officers of the Company and the Bank are as
follows:

Positions with Positions with
Name Age the Company the Bank

David T. Harrison............................ 56 Chief Executive Officer, Chief Executive Officer,
President and Director President and Director

James L. Richardson.......................... 66 Treasurer Vice President - Finance
and Operations and
Controller

Edwin L. Adler............................... 60 Chairman and Director Chairman and Director

Louis D. Beer................................ 53 Director Director

William J. Clark............................. 48 Director Director

Charles L. Fortinberry....................... 42 Director Director

Bruce H. McIntyre............................ 68 Secretary and Director Secretary and Director

Robert A. Olsen.............................. 53 Director Director

Ted J. Simon................................. 67 -- Director

John H. Welker............................... 58 Director Director

The Company has a classified board of directors, with directors serving
staggered three-year terms that expire at the relevant annual shareholders
meeting. The terms of Messrs. Beer and Clark expire in 1999, the terms of
Messrs. Fortinberry, McIntyre and Olsen expire in 2000, and the terms of Messrs.
Harrison, Adler and Welker expire in 2001. There are no family relationships
between or among any of the directors or executive officers named above. The
Company intends to maintain at least two independent directors on its board.

Committees

The Bank has several committees, composed as follows: Loan Committee
(Messrs. Harrison, Fortinberry and Clark); Investment Committee (Messrs.
Harrison, Olsen, Beer and Welker); and Audit Committee (Messrs. Harrison,
McIntyre and Adler); and Personnel Committee (Messrs. Olsen, Harrison and
Welker).

The Company also has several committees, composed as follows: Executive
Committee (Messrs. Harrison, Adler, McIntyre and Olsen); Audit Committee
(Messrs. Harrison, McIntyre and Adler); and Personnel Committee (Messrs. Olsen,
Harrison and Welker).

Experience of Directors and Officers

The experience and backgrounds of the directors and officers of the Company
and the Bank are summarized below.

David T. Harrison is the Chief Executive Officer, President and a director
of the Company and the Bank. Mr. Harrison has 30 years of experience in the
banking industry. Mr. Harrison was employed by First of America Bank from 1963
to 1991, and most recently served from 1989 to 1991 as Chief Executive Officer
and President of First of

America Bank-Southeast, in Detroit, a Michigan banking corporation that had over
$4 billion in assets in 1991. From 1986 to 1989 Mr. Harrison served as the
President and Chief Executive Officer of First of America Bank-Oakland, a
Michigan banking corporation that had over $600 million in assets in 1989. Mr.
Harrison served in various positions at First of America Bank-Kalamazoo from
1961 to 1986, including Senior Vice President from 1980 to 1986. Mr. Harrison's
duties included dealing with troubled acquisitions. The First of America banks
were subsidiaries of First of America Bank Corporation, a $22 billion bank
holding company headquartered in Kalamazoo, Michigan that was acquired by
National City Bank. Mr. Harrison has served as Chief Executive Officer and
President of Pinnacle Appraisal Group of Clarkston, Michigan, from 1991 to the
present. Mr. Harrison has also served as Chief Executive Officer and President
of Trophy Homes, a residential builder, of Clarkston, Michigan, from 1995 to the
present. Mr. Harrison has served as a director of Credit Acceptance Corporation
from 1991 to the present. Mr. Harrison is a member and past chairman of New
Detroit, Inc.

James L. Richardson is the Treasurer of the Company and is the Vice
President and Controller of the Bank. Mr. Richardson has been employed as a law
firm administrator since 1991, most recently with the law firm of Saurbier,
Paradiso & Perrin, P.L.C. in St. Clair Shores, Michigan. From 1977 through 1991,
Mr. Richardson held a number of positions with several banks, most recently as
the controller of First of America Bank-Southeast Michigan (Detroit) from 1989
through 1991. Mr. Richardson was the controller of First of America
Bank-Southeast Michigan from 1987 through 1991. From 1977 through 1986, Mr.
Richardson held various executive positions with New Century Bank (formerly
Peoples Banking Corporation) in Frankenmuth and Bay City, Michigan, most
recently as Executive Vice President. Mr. Richardson has a Masters in Business
Administration from the University of Michigan. Mr. Richardson is a member of
the American Institute of CPAs and the Michigan Association of CPAs.

Edwin L. Adler is the Chairman and a director of the Company and the Bank.
Mr. Adler is president of Food Town Supermarkets, a chain of five stores in the
Clarkston, Michigan area, where he has been employed since 1963. Mr. Adler also
owns two Harley Davidson dealerships one in Waterford Township and one in Fort
Wayne, Indiana. Mr. Adler is also actively involved in real estate investment
and management in Oakland County Mr. Adler served as an appointee of Governor
Engler to the Silverdome Stadium Building Authority from 1972 to 1996.

Louis C. Beer is a director of the Company and the Bank. Mr. Beer has
served since 1993 as the chairman of First Public Corporation, a real estate,
financial and business consulting firm located in Saginaw, Michigan. Mr. Beer
serves on the Board of Trustees of the Detroit Symphony Orchestra Hall. Mr. Beer
is also a member of the Clarkston Foundation and the Saginaw Valley
Manufacturers Association. Mr. Beer is also an attorney and a member of the
American Bar Association and the Michigan Bar Association.

William J. Clark is a director of the Company and the Bank. Mr. Clark has
served since October 1996 as the general manager of Coldwell Banker
Professionals, a real estate brokerage firm in Clarkston, Michigan, where he
supervises approximately 53 real estate agents and nine staff members. Mr. Clark
was employed by Clarkston Real Estate Services Inc. from 1989 through October
1996, most recently as the sales manager for over 30 agents and approximately
five staff members. Mr. Clark is a member of the North Oakland County Board of
Realtors, the Michigan Association of Realtors and the National Association of
Realtors.

Charles L. Fortinberry is a director of the Company and the Bank. Mr.
Fortinberry is an automobile dealer and is the president of Clarkston Motors,
Inc., where he has been employed since 1985. Mr. Fortinberry is a member of the
Clarkston Area Chamber of Commerce and a number of automobile dealer
associations. Mr. Fortinberry serves on the boards of the Detroit Auto Dealers
Association and the Michigan Auto Dealers Association.

Bruce H. McIntyre is the Secretary and a director of the Company and the
Bank. Mr. McIntyre has served as president of McIntyre Media, LLC, a media
consulting firm, since October 1996. From 1971 through September 1996, Mr.
McIntyre was employed by Capital Cities/ABC, Inc., most recently as vice
president of the publishing division. Mr. McIntyre was the publisher of the
Oakland Press from 1977 through February 1995. Mr. McIntyre is involved in a
number of civic and business organizations, including serving as Chairman of the
Pontiac Stadium Authority and as Vice Chairman of the Orchard Lake City Planning
Commission. Mr. McIntyre is a member of the Society of Professional Journalists
and is a former president of the Michigan Press Association. Mr. McIntyre is
also a former chairman of St. Joseph Mercy Hospital.

Robert A. Olsen is a director of the Company and the Bank. Mr. Olsen is the
president of Planned Financial Services, Inc., where he has been employed since
1974. Mr. Olsen provides financial, estate and retirement planning

for small businesses and for public employers and pension plans. Mr. Olsen is a
member of the International Association for Financial Planning, the National
Association of Securities Dealers and the Michigan Association of Insurance
Counselors. Mr. Olsen is involved in a number of civic and business
organizations, including service as a board member, past president and founder
of the Clarkston Foundation. Mr. Olsen is a member of the Clarkston Area Chamber
of Commerce and of Independence Township's Vision 20/20 Committee. Mr. Olsen is
Chairman of the Independence Township Economic Development Corporation.

Ted J. Simon is a director of the Bank. Mr. Simon is the Vice President -
Real Estate for Borman's Inc., a chain of grocery supermarkets located in the
Detroit, Michigan area, where he has been employed since 1981. Mr. Simon is also
Regional Vice President of Development for the Great Atlantic and Pacific Tea
Company, where he has been employed since 1988. Mr. Simon is a director of Sun
Communities Inc., a publicly traded Real Estate Investment Trust. Mr. Simon was
a director of Michigan National Bank - West Metro, Livonia, Michigan from
January 1976 to January 1987, and was a member of the Michigan National Bank of
Detroit advisory board from April 1987 though 1994. Mr. Simon is a director of
the Economic Development Corporation of the City of Detroit and is a director of
the Detroit Economic Growth Corporation. Mr. Simon is also a member of the Urban
Land Institute and the International Council of Shopping Centers.

John Welker is a director of the Company and the Bank. Mr. Welker is
president of Numatics, Inc., where he has been employed since 1965. Numatics,
Inc. is a global developer and manufacturer of pneumatic components for
automated machinery used in various industries. Numatics, Inc. has approximately
920 employees at 16 facilities in four countries.

Director Compensation

No salaries or other remuneration have been paid by the Company to its
directors or officers except that the Company has granted options to purchase
shares of Common Stock to each of the directors. All stock options are granted
at no cost to the recipient. See "-- Stock Option Grants." All of the directors
of the Company are also directors of the Bank, and all of the officers of the
Company are also officers of the Bank. Mr. Harrison receives compensation for
his officer positions with the Bank.

No directors' fees have been paid or will be paid during the Bank's first
year of operations. It is anticipated that after its first year of operations,
the Bank will pay each director reasonable fees for service on the Board, which
will be comparable to fees paid by other local banks.

Executive Compensation

Mr. Harrison, the Bank's Chief Executive Officer and President, is expected
to be paid a salary of $100,000 for the first year of operation. Mr. Richardson,
the Vice President and Controller of the Bank, is expected to be paid a salary
of $65,000 for the first year of operation. Their compensation in subsequent
years will be determined by the Company's and the Bank's Boards of Directors and
will be based on merit and comparable salaries in the area and industry.

Stock Option Grants

A total of 75,000 shares of Common Stock have been reserved for issuance
under the Company's 1998 Founding Directors' Stock Option Plan, and the Company
has granted to its directors and organizers options to purchase an aggregate of
58,330 shares.

Effective ______, 1998, the Company awarded stock options to purchase an
aggregate of 29,165 shares to the directors of the Company and the Bank in the
following amounts: Mr. Harrison (3,889 shares); Mr. Adler (5,833 shares); Mr.
Beer (3,889 shares); Mr. Clark (1,166 shares); Mr. Fortinberry (2,722 shares);
Mr. McIntyre (3,889 shares); Mr. Olsen (2,916 shares); and Mr. Welker (4,861
shares). These options are subject to vesting requirements and 20% of the shares
subject to each option vest in each year in which the Company achieves a
performance goal determined in advance by the Board of Directors of the Company.
Pursuant to their terms, these options must be completely vested nine and one
half years after their date of grant, regardless of whether the Company achieves
the

performance goals. These stock options were granted pursuant to the 1998
Founding Directors' Stock Option Plan have an exercise price of $10.00 per
share, and expire on ________, 2008.

Effective _______, 1998, the Company awarded stock options to purchase an
aggregate of 29,165 shares to the directors of the Company and the Bank in the
following amounts: Mr. Harrison (3,889 shares); Mr. Adler (5,833 shares); Mr.
Beer 3,889 shares); Mr. Clark (1,166 shares); Mr. Fortinberry (2,722 shares);
Mr. McIntyre (3,889 shares); Mr. Olsen (2,916 shares); and Mr. Welker (4,861
shares). These stock options were granted pursuant to the 1998 Founding
Directors' Stock Option Plan. These stock options vest 20% each year for five
years, have an exercise price of $10.00 per share, are exercisable beginning
_______, 1999, and expire on _______, 2008.

In addition, a total of 25,000 shares are reserved for issuance under the
Company's Stock Compensation Plan. The Company has not awarded any stock options
pursuant to the Stock Compensation Plan.

Stock Compensation Plan

The Company has adopted and its shareholders have approved the Clarkston
Financial Corporation Stock Compensation Plan (the "Plan"). The Plan was adopted
and approved on September 18, 1998. The purpose of the Plan is to promote the
long-term success of the Company for the benefit of its shareholders through
stock-based compensation by aligning the personal interests of the Company's key
employees with those of its shareholders. The Plan is designed to allow key
employees of the Company and certain of its subsidiaries to participate in the
Company's future, as well as to enable the Company to attract, retain, and
reward such employees. Eligibility is determined by the Committee. As of the
date of this Prospectus, no options to purchase shares of Common Stock have been
granted pursuant to the Plan.

Administration. The Plan is administered by a committee of the Board of
Directors (the "Committee"). The Committee will be composed of at least three
directors, each of whom is not an employee of the Company. Each member of the
Committee is required to be a "disinterested person" within the meaning of Rule
16b-3 of the General Rules and Regulations under the Securities and Exchange Act
of 1934, as amended, and no member of the Committee is eligible to participate
in the Plan. Subject to the Company's Articles, Bylaws, and the provisions of
the Plan, the Committee has the authority to select key employees to whom Awards
(as defined below) may be awarded; the type of Awards (or combination thereof)
to be granted; the number of shares of Common Stock to be covered by each Award;
and the terms and conditions of any Award, such as conditions of forfeiture,
transfer restrictions and vesting requirements.

The Plan provides for the granting of stock options, including incentive
stock options, as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") and restricted stock. These Awards are granted at no
cost to the recipients. The term of the Plan is ten years; no Awards may be
granted under the Plan after September 17, 2008.

Types of Awards. The following types of awards ("Awards") may be granted
under the Plan:

An "Option" is a contractual right to purchase a number of shares at a
price determined at the date the Option is granted. Options include incentive
stock options, as defined in Section 422 of the Code, as well as nonqualified
stock options. The exercise price included in both incentive stock options and
nonqualified stock options must equal at least 100% of the fair market value of
the Common Stock at the date of grant. Options are granted at no cost to the
recipients.

"Restricted Stock" are shares of Common Stock granted to an employee for no
or nominal consideration. Title to the shares passes to the employee at the time
of the grant; however, the ability to sell or otherwise dispose of the shares is
subject to restrictions and conditions determined by the Committee.

Shares Subject to Plan. A total of 25,000 shares of the Company's Common
Stock are reserved for use under the Plan. The shares to be issued under the
Plan will be authorized and unissued shares, including shares reacquired by the
Company which have that status. The number of shares that may be issued under
the Plan and the number of shares subject to Options are subject to adjustments
in the event of a merger, reorganization, consolidation, recapitalization, stock
dividend, stock split or other change in corporate structure affecting the
Common Stock. Subject

to certain restrictions, unexercised Options, lapsed shares of Restricted Stock,
and shares surrendered in payment for exercised Options may be reissued under
the Plan.

Eligibility. Key employees of the Company and its designated subsidiaries
are eligible to be granted Awards under the Plan. Eligibility is determined by
the Committee.

Participation and Assignability. Neither the Plan nor any Award agreement
granted under the Plan entitles any participant or other employee to any right
to continued employment by the Company or any subsidiary. Generally, no Option,
Restricted Stock, or other benefit payable under the Plan may, except as
otherwise specifically provided by law, be subject in any manner to assignment,
transfer, or encumbrance. Upon termination of employment, any portion of
unexercised Options which are exercisable on the termination date must generally
be exercised within three months of the termination date for any termination
other than as a result of the death of the employee, in which case the Plan
provides in certain circumstances for a longer exercise period.

Mandatory Exercise or Forfeiture. The Plan provides that the Federal
Reserve Board or the FDIC have the right to require Plan participants to
exercise or forfeit their Awards if the capital of the Company or the Bank falls
below the minimum capital required by applicable laws, rules and regulations.

Vesting Schedule. The Committee has the authority to include vesting
requirements in any Award. Pursuant to the Plan, each Option must include a
minimum vesting period of three years from the grant date during which the
Options must vest in approximately equal percentages for the first three years
or for such longer vesting period as the Committee may determine. If an
optionee's employment terminates for any reason other than death or disability
or upon the occurrence of a change in control, the employee forfeits the option
with respect to any shares not vested on the termination date.

Termination or Amendment of the Plan. The Board may at any time amend,
discontinue, or terminate the Plan or any part thereof; however, unless
otherwise required by law, the rights of a participant may not be impaired
without the consent of such participant. In addition, without the approval of
the Company's shareholders, no amendment may be made which would increase the
aggregate number of shares of Common Stock that may be issued under the Plan,
change the definition of employees eligible to receive Awards under the Plan,
extend the maximum option period under the Plan, decrease the Option price of
any Option to less than 100% of the fair market value on the date of grant,
otherwise materially increase the benefits to participants in the Plan or cause
the Plan not to comply with certain applicable securities and tax law
requirements. Unless terminated earlier by the Board of Directors, the Plan will
expire on September 17, 2008.

Federal Tax Consequences. The following summarizes the consequences of the
grant and acquisition of Awards under the Plan for federal income tax purposes,
based on management's understanding of existing federal income tax laws. This
summary is necessarily general in nature and does not purport to be complete.
Also, state and local income tax consequences are not discussed and may vary
from locality to locality.

Options. Plan participants will not recognize taxable income at the time an
Option is granted under the Plan unless the Option has a readily ascertainable
market value at the time of grant. Management understands that Options to be
granted under the Plan will not have a readily ascertainable market value;
therefore, income will not be recognized by participants before the time of
exercise of an Option. For nonqualified stock options, the difference between
the fair market value of the shares at the time an Option is exercised and the
Option price generally will be treated as ordinary income to the optionee, in
which case the Company will be entitled to a deduction equal to the amount of
the optionee's ordinary income. With respect to incentive stock options,
participants will not realize income for federal income tax purposes as a result
of the exercise of such Options. In addition, if common stock acquired as a
result of the exercise of an incentive stock option is disposed of more than two
years after the date the Option is granted and more than one year after the date
the Option was exercised, the entire gain, if any, realized upon disposition of
such common stock will be treated for federal income tax purposes as capital
gain. Under these circumstances, no deduction will be allowable to the Company
in connection with either the grant or exercise of an incentive stock option.
Exceptions to the general rules apply in the case of a "disqualifying
disposition." If a participant disposes of shares of common stock acquired
pursuant to the exercise of an incentive stock option before the expiration of
one year after the date of exercise or two years after the date of grant, the
sale of such stock will be treated as a "disqualifying disposition." As a
result,

such a participant would recognize ordinary income and the Company would be
entitled to a deduction in the year in which such disposition occurred.

The amount of the deduction and the ordinary income recognized upon a
disqualifying disposition would generally be equal to the lesser of: (a) the
sale price of the shares sold minus the Option price, or (b) the fair market
value of the shares at the time of exercise and minus the Option price. If the
disposition is to a related party (such as a spouse, brother, sister, lineal
descendant, or certain trusts for business entities in which the seller holds a
direct or indirect interest), the ordinary income recognized generally is equal
to the excess of the fair market value of the shares at the time of exercise
over the exercise price. Any additional gain recognized upon disposition, in
excess of the ordinary income, will be taxable as capital gain. In addition, the
exercise of incentive stock options may result in an alternative minimum tax
liability.

Restricted Stock. Recipients of shares of Restricted Stock that are not
"transferable" and are subject to "substantial risk of forfeiture" at the time
of grant will not be subject to federal income taxes until the lapse or release
of the restrictions on sale of the shares, unless the recipient files a specific
election under the Code to be taxed at the time of grant. The recipient's income
and the Company's deduction will be equal to the excess of the then fair market
value (or sale price) of the shares less any purchase price.

1998 Founding Directors Stock Option Plan

The Company has adopted and its shareholders have approved the Clarkston
Financial Corporation 1998 Founding Directors' Stock Option Plan (the "Directors
Plan"). The Directors Plan was adopted and approved on September 18, 1998. The
Directors Plan is intended to encourage stock ownership by nonemployee directors
of the Company and the Bank, and to provide those individuals with additional
incentive to manage the Company and the Bank effectively and to contribute to
its success. The Directors Plan is also intended to provide a form of
compensation that will attract and retain highly qualified individuals as
nonemployee members of the Board of Directors of the Company and the Bank.

Grant of Options. Options have been granted under the Directors Plan to
each of the directors of the Company and the Bank. See "--Stock Option Grants."
Options under the Plan may only be granted to directors who are not employed by
the Company or any subsidiary. Options are granted at no cost to the recipient.

The term of each option granted under the Directors Plan is 10 years from
the date of grant subject to earlier termination at the end of three months
following the director's termination of services as a director. The option price
for each option must equal 100% of the fair market value of the Company's Common
Stock on the date the option is granted. In general, no option may be
exercisable in whole or in part prior to the first anniversary of the date of
grant of the option. The Directors Plan does not obligate the Company, its Board
of Directors or its shareholders to retain an optionee as a director of the
Company or the Bank.

Administration. The Directors Plan is administered by a committee of the
Board of Directors (the "Directors Plan Committee"). The Directors Plan
Committee will be composed of at least three directors, each of whom is not an
employee of the Company. Each member of the Directors Plan Committee is required
to be a "disinterested person" within the meaning of Rule 16b-3 of the General
Rules and Regulations under the Securities and Exchange Act of 1934, as amended.
The Directors Plan Committee's authority is limited to interpreting the
provisions of the Directors Plan and supervising its administration, including
the power to adopt procedures and regulations for administrative purposes.

Shares Subject to Directors Plan. A total of 75,000 shares of the Company's
Common Stock are reserved for issuance under the Directors Plan. The shares of
Common Stock that may be issued under the Directors Plan pursuant to the
exercise of options will consist of authorized and unissued shares, which may
include shares reacquired by the Company. The Directors Plan provides for an
equitable adjustment in the number, kind, or price of shares of Common Stock
covered by options in the event the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged for a different number or kind
of shares of the Company through stock dividends or similar changes. Shares
previously reserved for issuance under unexercised Options which terminate,
whether by expiration or otherwise, may again be reserved for issuance under a
subsequent award.

Mandatory Exercise or Forfeiture. The Directors Plan provides that the
Federal Reserve Board or the FDIC have the right to require the Director Plan
participants to exercise or forfeit their awards if the capital of the Company
or the Bank falls below the minimum capital required by applicable laws, rules
and regulations.

Vesting Schedule. The Committee has the authority to include vesting
requirements in any award. Pursuant to the Plan, each Option must include a
minimum vesting period of three years from the grant date during which the
options must vest in approximately equal percentages for the first three years
or for such longer vesting period as the Committee may determine.

Termination or Amendment of the Plan. The Board of Directors of the Company
may amend or terminate the Directors Plan with respect to shares not subject to
options at the time of amendment or termination. The Directors Plan may not be
amended without shareholder approval if the amendment would increase the maximum
number of shares that may be issued under the Directors Plan, extend the term of
the options, decrease the price at which options may be granted, remove the
administration of the Directors Plan from the Directors Plan Committee, change
the class of persons eligible to receive options or permit the granting of
options under the Directors Plan after September 17, 2008. Unless terminated
earlier by the Board of Directors, the Directors Plan will expire on September
17, 2008.

Transferability of Options and Common Stock. Generally, options granted
under the Directors Plan may be transferred only by will or according to the
laws of descent and distribution. Options may be exercised only by an optionee
or a permitted transferee during an optionee's lifetime. Upon the death of an
optionee, all Options held by the decedent, or his or her permitted transferees,
and not yet exercisable, become fully exercisable. Before issuing any shares
upon the exercise of an option, the Company may require the optionee to
represent in writing that the shares are being acquired for investment and not
for resale. The Company may also delay issuance of the shares until all
appropriate registrations or qualifications under federal and state securities
laws have been completed.

Federal Tax Consequences. The following summarizes the consequences of the
grant and exercise of options under the Directors Plan for federal income tax
purposes, based on management's understanding of existing federal income tax
laws. This summary is necessarily general in nature and does not purport to be
complete. Also, state and local income tax consequences are not discussed and
may vary from locality to locality.

Optionees will not recognize taxable income at the time an option is
granted under the Directors Plan unless the option has a readily ascertainable
market value at the time of grant. Management understands that options granted
under the Directors Plan will not have a readily ascertainable market value;
therefore, income will not be recognized by participants before the time of
exercise of an option. Because options granted under the Directors Plan will not
qualify as incentive stock options under the Code, the difference between the
fair market value of the shares at the time an option is exercised and the
option exercise price generally will be treated as ordinary income to the
optionee. The Company is entitled to a corresponding deduction equal to the
amount of an optionee's ordinary income.

Tax consequences to the holder of the shares will arise again at the time
the shares of Common Stock are sold. In general, if the shares have been held
for more than one year, the gain or loss will be treated as long-term capital
gain or loss, but, under current law, the shares must have been held for more
than 12 months for the most advantageous tax rate. Otherwise, the gain or loss
will be treated as short-term capital gain or loss. The amount of any gain or
loss will be calculated under the general principles for determining gain and
loss, and will equal the difference between the amount realized in the sale and
the tax basis of the shares of Common Stock. The tax basis will generally equal
the cost of the shares (the option exercise price paid) plus any income
recognized upon exercise of the option.

CERTAIN TRANSACTIONS

Lease of Real Property

The Bank is leasing a building in downtown Clarkston, Michigan for use as
the Bank's main office and the Company's headquarters. See
"Business--Properties." The Bank leases the building from a limited liability
company wholly owned by Messrs. Harrison, Adler, Beer, Clark, Fortinberry,
McIntyre, Olsen and Welker, each of whom is a director of the Company and the
Bank. Management of the Company believes that the terms of the lease are no less
favorable to the Company than could be obtained from non-affiliated parties.

Loans from Organizers

Organizers of the Bank have loaned approximately $415,000 in aggregate
amount to the Company to cover organizational expenses of the Bank and the
Company. These loans include $120,000 loaned as of August 31, 1998 and an
additional $295,000 loaned subsequent to August 31, 1998. Interest is payable on
the loans at the rate of 5.0% per annum. All of these loans will be repaid by
the Company using $285,000 of net offering proceeds and $130,000 cash on hand.
Each of the organizers who has loaned money to the Company is a member of the
Company's Board of Directors.

Banking Transactions

It is anticipated that the directors and officers of the Company and the
Bank and the companies with which they are associated will have banking and
other transactions with the Company and the Bank in the ordinary course of
business. Any loans and commitments to lend to such affiliated persons or
entities included in such transactions will be made in accordance with all
applicable laws and regulations and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated parties of similar creditworthiness, and will not
involve more than normal risk or present other unfavorable features to the
Company and the Bank. Transactions between the Company or the Bank, and any
officer, director, principal shareholder, or other affiliate of the Company or
the Bank will be on terms no less favorable to the Company or the Bank than
could be obtained on an arms-length basis from unaffiliated independent third
parties.

Indemnification

The Articles of Incorporation of the Company and the Bank provide for the
indemnification of directors and officers of the Company and the Bank, including
reasonable legal fees, incurred by such directors and officers while acting for
or on behalf of the Company or the Bank as a director or officer, subject to
certain limitations. See "Description of Capital Stock -- Anti-Takeover
Provisions." The Company has purchased directors' and officers' liability
insurance for directors and officers of the Company and the Bank.

Subsequent Transactions

All future material transactions between the Company and its affiliates
will be entered into on terms that are no less favorable to the Company than
those which can be obtained from unaffiliated third parties. Any such
transactions, including any issuance of preferred stock and any actions with
respect to the lease for the building, will be approved by a majority of the
Company's independent directors who do not have an interest in the transaction
and who have had access, at the Company's expense, to the Company's legal
counsel.

PRINCIPAL SHAREHOLDERS

The Company has to date issued only ten shares of Common Stock. The
following table sets forth certain information with respect to the anticipated
beneficial ownership of the Company's Common Stock after the sale of shares
offered hereby, by (i) each person expected by the Company to beneficially own
more than 5% of the outstanding Common Stock; (ii) each of the current directors
and executive officers of the Company; and (iii) all such directors and
executive officers of the Company as a group. Pursuant to the Underwriting
Agreement between the Company and the Underwriter (the "Underwriting
Agreement"), the Company will direct the Underwriter to offer to sell the number
of shares listed below to the directors and executive officers listed below. All
share numbers are provided based upon such directions from the Company and
non-binding expressions of interest supplied by the persons listed below.
Depending upon their individual circumstances at the time, each of such persons
may purchase a greater or fewer number of shares than indicated, and in fact may
purchase no shares.

Number of Shares Percent of
Beneficially Owned Outstanding Shares
Name and Address After Offering(1)(2)(3) After the Offering
---------------- ----------------------- ------------------

David T. Harrison
8299 Deerwood Road
Clarkston, MI 48348........................... 10,000 1.1%
James L. Richardson
6628 Deer Ridge
Clarkston, MI 48348........................... 1,000 *
Edwin L. Adler
900 Lake Angelus Shores
Lake Angelus, MI 48326........................ 30,000 3.2%
Louis D. Beer
9100 Fox Hollow
Clarkston, MI 48348........................... 10,000 1.1%
William J. Clark
2575 Hathon
Waterford, MI 48329........................... 3,000 *
Charles L. Fortinberry, II
9853 Pine Knob Road
Clarkston, MI 48348........................... 7,000 *
Bruce H. McIntyre
4121 Pontiac Trail
Orchard Lake, MI 48323........................ 10,000 1.1%
Robert A. Olsen
6950 Langle Drive
Clarkston, MI 48346........................... 7,500 *
Ted J. Simon
959 West Harsdale Rod
Bloomfield Hills, MI 48302.................... 500 *
John H. Welker
3465 Whitfield
Waterford, MI 48329........................... 12,500 1.3%
All executive officers and directors as a
group (10 persons)............................ 91,500 9.6%

- ----------------------
*Less than 1.0%
(1) Some or all of the Common Stock listed may be held jointly with, or for
the benefit of, spouses and children of, or various trusts established
by, the person indicated.
(2) For purposes of this disclosure, shares are considered to be
"beneficially" owned if the person has, or shares the power to vote or
direct the voting of shares, the power to dispose of or direct the
disposition of the shares or the right to acquire beneficial ownership
within 60 days. Except as otherwise set forth in the following
footnotes, directors and officers have sole voting and investment power
or share voting and investment power with their wives.
(3) Based upon the number of shares of Common Stock that the persons
indicated have informed the Company that they intend to purchase in
this Offering.

SUPERVISION AND REGULATION

The following is a summary of certain statutes and regulations affecting
the Company and the Bank. This summary is qualified in its entirety by such
statutes and regulations. A change in applicable laws or regulations may have a
material effect on the Company, the Bank and the business of the Company and the
Bank.

General

Financial institutions and their holding companies are extensively
regulated under federal and state law. Consequently, the growth and earnings
performance of the Company and the Bank can be affected not only by management
decisions and general economic conditions, but also by the statutes administered
by, and the regulations and policies of, various governmental regulatory
authorities. Those authorities include, but are not limited to, the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), the FDIC,
the Commissioner of the Michigan Financial Institutions Bureau ("Commissioner"),
the Internal Revenue Service, and state taxing authorities. The effect of such
statutes, regulations and policies can be significant, and cannot be predicted
with a high degree of certainty.

Federal and state laws and regulations generally applicable to financial
institutions and their holding companies regulate, among other things, the scope
of business, investments, reserves against deposits, capital levels relative to
operations, lending activities and practices, the nature and amount of
collateral for loans, the establishment of branches, mergers, consolidations and
dividends. The system of supervision and regulation applicable to the Company
and the Bank establishes a comprehensive framework for their respective
operations and is intended primarily for the protection of the FDIC's deposit
insurance funds, the depositors of the Bank, and the public, rather than
shareholders of the Bank or the Company.

Federal law and regulations establish supervisory standards applicable to
the lending activities of the Bank, including internal controls, credit
underwriting, loan documentation and loan-to-value ratios for loans secured by
real property.

The Company

General. The Company has applied for approval of the Commissioner, and on
October 5, 1998, applied for approval of the Federal Reserve Board, to acquire
all of the capital stock to be issued by the Bank in connection with its
organization. When the Company becomes the sole shareholder of the Bank, the
Company will be a bank holding company and, as such, is registered with, and
subject to regulation by, the Federal Reserve Board under the Bank Holding
Company Act, as amended (the "BHCA"). Under the BHCA, the Company will be
subject to periodic examination by the Federal Reserve Board, and will be
required to file with the Federal Reserve Board periodic reports of its
operations and such additional information as the Federal Reserve Board may
require.

In accordance with Federal Reserve Board policy, the Company will be
expected to act as a source of financial strength to the Bank and to commit
resources to support the Bank in circumstances where the Company might not do so
absent such policy. In addition, if the Commissioner deems the Bank's capital to
be impaired, the Commissioner may require the Bank to restore its capital by a
special assessment upon the Company as the Bank's sole shareholder. If the
Company were to fail to pay any such assessment, the directors of the Bank would
be required, under Michigan law, to sell the shares of the Bank's stock owned by
the Company to the highest bidder at either a public or private auction and use
the proceeds of the sale to restore the Bank's capital.

Investments and Activities. In general, any direct or indirect acquisition
by the Company of any voting shares of any bank which would result in the
Company's direct or indirect ownership or control of more than 5% of any class
of voting shares of such bank, and any merger or consolidation of the Company
with another bank company, will require the prior written approval of the
Federal Reserve Board under the BHCA. In acting on such applications, the
Federal Reserve Board must consider various statutory factors, including among
others, the effect of the proposed transaction on competition in relevant
geographic and product markets, and each party's financial condition, managerial
resources, and record of performance under the Community Reinvestment Act.
Effective September 29, 1995, bank holding companies may acquire banks located
in any state in the United States without regard to geographic restrictions or

reciprocity requirements imposed by state law, but subject to certain
conditions, including limitations on the aggregate amount of deposits that may
be held by the acquiring company and all of its insured depository institution
affiliates.

The merger or consolidation of an existing bank subsidiary of the Company
with another bank, or the acquisition by such a subsidiary of assets of another
bank, or the assumption of liability by such a subsidiary to pay any deposits in
another bank, will require the prior written approval of the responsible Federal
depository institution regulatory agency under the Bank Merger Act, based upon a
consideration of statutory factors similar to those outlined above with respect
to the BHCA. In addition, in certain such cases an application to, and the prior
approval of, the Federal Reserve Board under the BHCA and/or the Commissioner
under the Michigan Banking Code, may be required.

With certain limited exceptions, the BHCA prohibits any bank company from
engaging, either directly or indirectly through a subsidiary, in any activity
other than managing or controlling banks unless the proposed non-banking
activity is one that the Federal Reserve Board has determined to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto. Under current Federal Reserve Board regulations, such permissible
non-banking activities include such things as mortgage banking, equipment
leasing, securities brokerage, and consumer and commercial finance company
operations. As a result of recent amendments to the BHCA, well- capitalized and
well-managed bank holding companies may engage de novo in certain types of
non-banking activities without prior notice to, or approval of, the Federal
Reserve Board, provided that written notice of the new activity is given to the
Federal Reserve Board within 10 business days after the activity is commenced.
If a bank company wishes to engage in a non-banking activity by acquiring a
going concern, prior notice and/or prior approval will be required, depending
upon the activities in which the company to be acquired is engaged, the size of
the company to be acquired and the financial and managerial condition of the
acquiring bank company.

In evaluating a proposal to engage (either de novo or through the
acquisition of a going concern) in a non-banking activity, the Federal Reserve
Board will consider various factors, including among others the financial and
managerial resources of the bank company, and the relative public benefits and
adverse effects which may be expected to result from the performance of the
activity by an affiliate of the bank company. The Federal Reserve Board may
apply different standards to activities proposed to be commenced de novo and
activities commenced by acquisition, in whole or in part, of a going concern.

Capital Requirements. The Federal Reserve Board uses capital adequacy
guidelines in its examination and regulation of bank holding companies. If
capital falls below minimum guidelines, a bank company may, among other things,
be denied approval to acquire or establish additional banks or non-bank
businesses.

The Federal Reserve Board's capital guidelines establish the following
minimum regulatory capital requirements for bank holding companies: (i) a
leverage capital requirement expressed as a percentage of total assets, and (ii)
a risk-based requirement expressed as a percentage of total risk-weighted
assets. The leverage capital requirement consists of a minimum ratio of Tier 1
capital (which consists principally of shareholders' equity) to total assets of
3% for the most highly rated companies, with minimum requirements of 4% to 5%
for all others. The risk- based requirement consists of a minimum ratio of total
capital to total risk-weighted assets of 8%, of which at least one-half must be
Tier 1 capital.

The risk-based and leverage standards presently used by the Federal Reserve
Board are minimum requirements, and higher capital levels will be required if
warranted by the particular circumstances or risk profiles of individual banking
organizations. For example, Federal Reserve Board regulations provide that
additional capital may be required to take adequate account of, among other
things, interest rate risk and the risks posed by concentrations of credit,
nontraditional activities or securities trading activities. Further, any banking
organization experiencing or anticipating significant growth would be expected
to maintain capital ratios, including tangible capital positions (i.e., Tier 1
capital less all intangible assets), well above the minimum levels.

Dividends. The Company is a corporation separate and distinct from the
Bank. Most of the Company's revenues will be received by it in the form of
dividends, if any, paid by the Bank. Thus, the Company's ability to pay
dividends to its shareholders will indirectly be limited by statutory
restrictions on its ability to pay dividends. See "The Bank - Dividends."
Further, the Federal Reserve Board has issued a policy statement on the payment
of cash dividends by bank holding companies. In the policy statement, the
Federal Reserve Board expressed its view that a bank company

experiencing earnings weaknesses should not pay cash dividends exceeding its net
income or which can only be funded in ways that weakened the bank company's
financial health, such as by borrowing. Additionally, the Federal Reserve Board
possesses enforcement powers over bank holding companies and their non-bank
subsidiaries to prevent or remedy actions that represent unsafe or unsound
practices or violations of applicable statutes and regulations. Among these
powers is the ability to proscribe the payment of dividends by banks and bank
holding companies. Similar enforcement powers over the Bank are possessed by the
FDIC. The "prompt corrective action" provisions of federal law and regulation
authorizes the Federal Reserve Board to restrict the payment of dividends by the
Company for an insured bank which fails to meet specified capital levels.

In addition to the restrictions on dividends imposed by the Federal Reserve
Board, the Michigan Business Corporation Act provides that dividends may be
legally declared or paid only if after the distribution a corporation, such as
the Company, can pay its debts as they come due in the usual course of business
and its total assets equal or exceed the sum of its liabilities plus the amount
that would be needed to satisfy the preferential rights upon dissolution of any
holders of preferred stock whose preferential rights are superior to those
receiving the distribution. The Company is authorized to issue preferred stock
but it has no current plans to issue any such preferred stock.

The Bank

General. Upon completion of its organization, the Bank will be a Michigan
banking corporation and its deposit accounts will be insured by the Bank
Insurance Fund (the "BIF") of the FDIC. As a BIF-insured Michigan chartered
bank, the Bank will be subject to the examination, supervision, reporting and
enforcement requirements of the Commissioner, as the chartering authority for
Michigan banks, and the FDIC, as administrator of the BIF. These agencies and
the federal and state laws applicable to the Bank and its operations,
extensively regulate various aspects of the banking business including, among
other things, permissible types and amounts of loans, investments and other
activities, capital adequacy, branching, interest rates on loans and on
deposits, the maintenance of non-interest bearing reserves on deposit accounts,
and the safety and soundness of banking practices.

Deposit Insurance. As an FDIC-insured institution, the Bank will be
required to pay deposit insurance premium assessments to the FDIC. The FDIC has
adopted a risk-based assessment system under which all insured depository
institutions are placed into one of nine categories and assessed insurance
premiums, based upon their respective levels of capital and results of
supervisory evaluation. Institutions classified as well-capitalized (as defined
by the FDIC) and considered healthy pay the lowest premium while institutions
that are less than adequately capitalized (as defined by the FDIC) and
considered of substantial supervisory concern pay the highest premium. Risk
classification of all insured institutions is made by the FDIC for each
semi-annual assessment period.

The Federal Deposit Insurance Act ("FDIA") requires the FDIC to establish
assessment rates at levels which will maintain the Deposit Insurance Fund at a
mandated reserve ratio of not less than 1.25% of estimated insured deposits.
Accordingly, the FDIC established the schedule of BIF insurance assessments for
the first semi-annual assessment period of 1998, ranging from 0% of deposits for
institutions in the lowest risk category to .27% of deposits for institutions in
the highest risk category.

The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution or its
directors have engaged or are engaging in unsafe or unsound practices, or have
violated any applicable law, regulation, order, or any condition imposed in
writing by, or written agreement with, the FDIC, or if the institution is in an
unsafe or unsound condition to continue operations. The FDIC may also suspend
deposit insurance temporarily during the hearing process for a permanent
termination of insurance if the institution has no tangible capital.

Commissioner Assessments. Michigan banks are required to pay supervisory
fees to the Commissioner to fund the operations of the Commissioner. The amount
of supervisory fees paid by a bank is based upon the bank's total assets, as
reported to the Commissioner.

FICO Assessments. Pursuant to federal legislation enacted September 30,
1996, the Bank, as a member of the BIF, is subject to assessments to cover the
payments on outstanding obligations of the Financing Corporation ("FICO"). FICO
was created in 1987 to finance the recapitalization of the Federal Savings and
Loan Insurance Corporation, the predecessor to the FDIC's Savings Association
Insurance Fund (the "SAIF") which insures the deposits of thrift institutions.
Until January 1, 2000, the FICO assessments made against BIF members may not
exceed 20% of the amount of FICO assessments made against SAIF members.
Currently, SAIF members pay FICO assessments at a rate equal to approximately
0.063% of deposits while BIF members pay FICO assessments at a rate equal to
approximately 0.013% of deposits. Between January 1, 2000 and the maturity of
the outstanding FICO obligations in 2019, BIF members and SAIF members will
share the cost of the interest on the FICO bonds on a pro rata basis. It is
estimated that FICO assessments during this period will be less than 0.025% of
deposits

Capital Requirements. The FDIC has established the following minimum
capital standards for state-chartered, FDIC-insured non-member banks, such as
the Bank: a leverage requirement consisting of a minimum ratio of Tier 1 capital
to total assets of 3% for the most highly-rated banks with minimum requirements
of 4% to 5% for all others, and a risk-based capital requirement consisting of a
minimum ratio of total capital to total risk-weighted assets of 8%, at least
one-half of which must be Tier 1 capital. Tier 1 capital consists principally of
shareholders' equity. These capital requirements are minimum requirements.
Higher capital levels will be required if warranted by the particular
circumstances or risk profiles of individual institutions. For example, FDIC
regulations provide that higher capital may be required to take adequate account
of, among other things, interest rate risk and the risks posed by concentrations
of credit, nontraditional activities or securities trading activities. As a
condition to regulatory approval of the Bank's formation, the Bank will be
required to have an initial capitalization sufficient to provide a ratio of Tier
1 capital to total estimated assets of at least 8% at the end of the third year
of operation.

Federal law provides the federal banking regulators with broad power to
take prompt corrective action to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized," or "critically
undercapitalized." Federal regulations define these capital categories as
follows:

Total Tier 1
Risk-Based Risk-Based
Capital Ratio Capital Ratio Leverage Ratio

Well capitalized 10% or above 6% or above 5% or above
Adequately capitalized 8% or above 4% or above 4% or above
Undercapitalized Less than 8% Less than 4% Less than 4%
Significantly undercapitalized Less than 6% Less than 3% Less than 3%
Critically undercapitalized -- -- A ratio of tangible
equity to total assets
of 2% or less

Depending upon the capital category to which an institution is assigned,
the regulators' corrective powers include: requiring the submission of a capital
restoration plan; placing limits on asset growth and restrictions on activities;
requiring the institution to issue additional capital stock (including
additional voting stock) or to be acquired; restricting transactions with
affiliates; restricting the interest rate the institution may pay on deposits;
ordering a new election of directors of the institution; requiring that senior
executive officers or directors be dismissed; prohibiting the institution from
accepting deposits from correspondent banks; requiring the institution to divest
certain subsidiaries; prohibiting the payment of principal or interest on
subordinated debt; and ultimately, appointing a receiver for the institution.

In general, a depository institution may be reclassified to a lower
category than is indicated by its capital levels if the appropriate federal
depository institution regulatory agency determines the institution to be
otherwise in an unsafe or unsound condition or to be engaged in an unsafe or
unsound practice. This could include a failure by the institution, following
receipt of a less-than-satisfactory rating on its most recent examination
report, to correct the deficiency.

Dividends. Under Michigan law, the Bank will be restricted as to the
maximum amount of dividends it may pay on its common stock. The Bank may not pay
dividends except out of net profits after deducting its losses and bad debts. A
Michigan state bank may not declare or pay a dividend unless the bank will have
a surplus amounting to at least 20% of its capital after the payment of the
dividend. If the Bank has a surplus less than the amount of its capital, it may
not declare or pay any dividend until an amount equal to at least 10% of net
profits for the preceding one-half year (in the case of quarterly or semi-annual
dividends) or full-year (in the case of annual dividends) has been transferred
to surplus. A Michigan state bank may, with the approval of the Commissioner, by
vote of shareholders owning 2/3 of the stock eligible to vote increase its
capital stock by a declaration of a stock dividend, provided that after the
increase the bank's surplus equals at least 20% of its capital stock, as
increased. The Bank may not declare or pay any dividend until the cumulative
dividends on preferred stock (should any such stock be issued and outstanding)
have been paid in full. The Bank's Articles of Incorporation do not authorize
the issuance of preferred stock and there are no current plans to seek such
authorization.

Federal law generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its company if the depository institution would thereafter be
undercapitalized. The FDIC may prevent an insured bank from paying dividends if
the bank is in default of payment of any assessment due to the FDIC. In
addition, the FDIC may prohibit the payment of dividends by the Bank, if such
payment is determined, by reason of the financial condition of the Bank, to be
an unsafe and unsound banking practice.

Insider Transactions. The Bank will be subject to certain restrictions
imposed by the Federal Reserve Act on any extensions of credit to the Company or
its subsidiaries, on investments in the stock or other securities of the Company
or its subsidiaries and the acceptance of the stock or other securities of the
Company or its subsidiaries as collateral for loans. Certain limitations and
reporting requirements are also placed on extensions of credit by the Bank to
its directors and officers, to directors and officers of the Company and its
subsidiaries, to principal shareholders of the Company, and to "related
interests" of such directors, officers and principal shareholders. In addition,
federal law and regulations may affect the terms upon which any person becoming
a director or officer of the Company or one of its subsidiaries or a principal
shareholder of the Company may obtain credit from banks with which the Bank
maintains a correspondent relationship.

Safety and Soundness Standards. The federal banking agencies have adopted
guidelines to promote the safety and soundness of federally insured depository
institutions. These guidelines establish standards for internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, fees and
benefits, asset quality and earnings. In general, the guidelines prescribe the
goals to be achieved in each area, and each institution will be responsible for
establishing its own procedures to achieve those goals. If an institution fails
to comply with any of the standards set forth in the guidelines, the
institution's primary federal regulator may require the institution to submit a
plan for achieving and maintaining compliance. The preamble to the guidelines
states that the agencies expect to require a compliance plan from an institution
whose failure to meet one or more of the standards is of such severity that it
could threaten the safe and sound operation of the institution. Failure to
submit an acceptable compliance plan , or failure to adhere to a compliance plan
that has been accepted by the appropriate regulator, would constitute grounds
for further enforcement action.

State Bank Activities. Under federal law and FDIC regulations, FDIC-insured
state banks are prohibited, subject to certain exceptions, from making or
retaining equity investments of a type, or in an amount, that are not
permissible for a national bank. Federal law, as implemented by FDIC
regulations, also prohibits FDIC-insured state banks and their subsidiaries,
subject to certain exceptions, from engaging as principal in any activity that
is not permitted for a national bank or its subsidiary, respectively, unless the
bank meets, and continues to meet, its minimum regulatory capital requirements
and the FDIC determines the activity would not pose a significant risk to the
deposit insurance fund of which the bank is a member. Impermissible investments
and activities must be divested or discontinued within certain time frames set
by the FDIC in accordance with federal law. These restrictions are not currently
expected to have a material impact on the operations of the Bank.

Consumer Protection Laws. The Bank's business is expected to include making
a variety of types of loans to individuals. In making these loans, the Bank will
be subject to State usury and regulatory laws and to various federal statutes,
such as the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the
Truth in Lending Act, the Real Estate Settlement Procedures Act, and the Home
Mortgage Disclosure Act, and the regulations promulgated thereunder, which
prohibit discrimination, specify disclosures to be made to borrowers regarding
credit and settlement costs, and regulate the mortgage loan servicing activities
of the Bank, including the maintenance and operation of escrow accounts and the
transfer of mortgage loan servicing. In receiving deposits, the Bank will be
subject to extensive regulation under State and federal law and regulations,
including the Truth in Savings Act, the Expedited Funds Availability Act, the
Bank Secrecy Act, the Electronic Funds Transfer Act, and the Federal Deposit
Insurance Act. Violation of these laws could result in the imposition of
significant damages and fines upon the Bank and its directors and officers.

Branching Authority. Michigan banks, such as the Bank, have the authority
under Michigan law to establish branches anywhere in the State of Michigan,
subject to receipt of all required regulatory approvals (including the approval
of the Commissioner and the FDIC).

Effective June 1, 1997 (or earlier if expressly authorized by applicable
state law), the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "IBBEA") allows banks to establish interstate branch networks through
acquisitions of other banks, subject to certain conditions, including certain
limitations on the aggregate amount of deposits that may be held by the
surviving bank and all of its insured depository institution affiliates. The
establishment of de novo interstate branches or the acquisition of individual
branches of a bank in another state (rather than the acquisition of an
out-of-state bank in its entirety) is allowed by IBBEA only if specifically
authorized by state law. The legislation allowed individual states to "opt-out"
of interstate branching authority by enacting appropriate legislation prior to
June 1, 1997.

Michigan did not opt out of IBBEA, and now permits both U.S. and non-U.S.
banks to establish branch offices in Michigan. The Michigan Banking Code
permits, in appropriate circumstances and with the approval of the Commissioner,
(i) the acquisition of all or substantially all of the assets of a
Michigan-chartered bank by an FDIC- insured bank, savings bank, or savings and
loan association located in another state, (ii) the acquisition by a Michigan-
chartered bank of all or substantially all of the assets of an FDIC-insured
bank, savings bank or savings and loan association located in another state,
(iii) the consolidation of one or more Michigan-chartered banks and FDIC-insured
banks, savings banks or savings and loan associations located in other states
having laws permitting such consolidation, with the resulting organization
chartered by Michigan, (iv) the establishment by a foreign bank, which has not
previously designated any other state as its home state under the International
Banking Act of 1978, of branches located in Michigan, and (v) the establishment
or acquisition of branches in Michigan by FDIC-insured banks located in other
states, the District of Columbia or U.S. territories or protectorates having
laws permitting Michigan-chartered banks to establish branches in such
jurisdiction. Further, the Michigan Banking Code permits, upon written notice to
the Commissioner, (i) the acquisition by a Michigan-chartered bank of one or
more branches (not comprising all or substantially all of the assets) of an
FDIC-insured bank, savings bank or savings and loan association located in
another state, the District of Columbia, or a U.S. territory or protectorate,
(ii) the establishment by Michigan-chartered banks of branches located in other
states, the District of Columbia, or U.S. territories or protectorates, and
(iii) the consolidation of one or more Michigan-chartered banks and FDIC-insured
banks, savings banks or savings and loan associations located in other states,
with the resulting organization chartered by one of such other states.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 10,000,000 shares of
Common Stock. As of the date of this Prospectus, there are ten shares of Common
Stock issued and outstanding. No shares of Preferred Stock have been issued by
the Company.

Michigan law allows the Company's Board of Directors to issue additional
shares of stock up to the total amount of Common Stock authorized without
obtaining the prior approval of the shareholders.

Common Stock

Dividend Rights. Subject to any prior rights of holders of Preferred Stock
then outstanding, the holders of the Common Stock will be entitled to dividends
when, as and if declared by the Company's Board of Directors out of funds
legally available therefor. Under Michigan law, dividends may be legally
declared or paid only if after the distribution the corporation can pay its
debts as they come due in the usual course of business and the corporation's
total assets equal or exceed the sum of its liabilities plus the amount that
would be needed to satisfy the preferential rights upon dissolution of any
holders of Preferred Stock then outstanding whose preferential rights are
superior to those receiving the distribution. See "Supervision and Regulation --
The Bank -- Dividends."

Funds for the payment of dividends by the Company are expected to be
obtained primarily from dividends of the Bank. There can be no assurance that
the Company will have funds available for dividends, or that if they are
available, that dividends will be declared by the Company's Board of Directors.
As the Bank is not expected to be profitable during its start up period, the
Company does not expect to be in a position to declare dividends at any time in
the near future.

Voting Rights. Subject to the rights, if any, of holders of shares of
Preferred Stock then outstanding, all voting rights are vested in the holders of
shares of Common Stock. Each share of Common Stock entitles the holder thereof
to one vote on all matters, including the election of directors. Shareholders of
the Company do not have cumulative voting rights.

Preemptive Rights. Holders of Common Stock do not have preemptive rights.

Liquidation Rights. Subject to any rights of any Preferred Stock then
outstanding, holders of Common Stock are entitled to share on a pro rata basis
in the net assets of the Company which remain after satisfaction of all
liabilities.

Reports to Shareholders. The Company will furnish its shareholders with
annual reports containing audited financial information and, for the first three
quarters of each fiscal year, quarterly reports containing unaudited financial
information. See "Available Information."

Shares Available for Issuance. The availability for issuance of a
substantial number of shares of Common Stock and Preferred Stock at the
discretion of the Board of Directors will provide the Company with the
flexibility to take advantage of opportunities to issue such stock in order to
obtain capital, as consideration for possible acquisitions and for other
purposes (including, without limitation, the issuance of additional shares
through stock splits and stock dividends in appropriate circumstances). There
are, at present, no plans, understandings, agreements or arrangements concerning
the issuance of additional shares of the Company capital stock, except for the
shares of Common Stock reserved for issuance under the Company's stock
compensation and stock option plans.

Uncommitted authorized but unissued shares of Common Stock may be issued
from time to time to such persons and for such consideration as the Board of
Directors of the Company may determine and holders of the then outstanding
shares of Common Stock may or may not be given the opportunity to vote thereon,
depending upon the nature of any such transactions, applicable law and the
judgment of the Board of Directors of the Company regarding the submission of
such issuance to the Company's shareholders. As noted, the Company's
shareholders will have no preemptive rights to subscribe to newly issued shares.

Moreover, it will be possible that additional shares of Common Stock would
be issued for the purpose of making an acquisition by an unwanted suitor of a
controlling interest in the Company more difficult, time consuming or costly or
would otherwise discourage an attempt to acquire control of the Company. Under
such circumstances, the availability of authorized and unissued shares of Common
Stock may make it more difficult for shareholders to obtain a premium for their
shares. Such authorized and unissued shares could be used to create voting or
other impediments or to frustrate a person seeking to obtain control of the
Company by means of a merger, tender offer, proxy contest or other means. Such
shares could be privately placed with purchasers who might cooperate with the
Board of Directors of the Company in opposing such an attempt by a third party
to gain control of the Company. The issuance of new shares of Common Stock could
also be used to dilute ownership of a person or entity seeking to obtain control
of the Company. Although the Company does not currently contemplate taking any
such action, shares of Company capital stock could be issued for the purposes
and effects described above, and the Board of Directors reserves its rights (if
consistent with its fiduciary responsibilities) to issue such stock for such
purposes.

Transfer Agent. Continental Stock Transfer & Trust Co. of New York, New
York, serves as the transfer agent of the Company's Common Stock.

Preferred Stock

The Company's Articles of Incorporation do not authorize any shares of
Preferred Stock.

Description of Certain Statutory and Charter Provisions

In addition to the utilization of authorized but unissued shares as
described above, the Company's Articles and the Michigan Business Corporation
Act (the "MBCA") contain other provisions which could be utilized by Company to
impede certain efforts to acquire control of the Company. Those provisions
include the following:

Control Share Act. The MBCA contains provisions intended to protect
shareholders and prohibit or discourage certain types of hostile takeover
activities. These provisions regulate the acquisition of "control shares" of
large public Michigan corporations (the "Control Share Act").

The Control Share Act establishes procedures governing "control share
acquisitions." A control share acquisition is defined as an acquisition of
shares by an acquirer which, when combined with other shares held by that person
or entity, would give the acquirer voting power at or above any of the following
thresholds: 20%, 33-1/3% or 50%. Under the Control Share Act, an acquirer may
not vote "control shares" unless the corporation's disinterested shareholders
vote to confer voting rights on the control shares. The acquiring person,
officers of the target corporation, and directors of the target corporation who
are also employees of the corporation are precluded from voting on the issue of
whether the control shares shall be accorded voting rights. The Control Share
Act does not affect the voting rights of shares owned by an acquiring person
prior to the control share acquisition.

The Control Share Act entitles corporations to redeem control shares from
the acquiring person under certain circumstances. In other cases, the Control
Share Act confers dissenters' rights upon all of a corporation's shareholders
except the acquiring person.

The Control Share Act applies only to an "issuing public corporation." The
Company falls within the statutory definition of an "issuing public
corporation." The Control Share Act automatically applies to any "issuing public
corporation" unless the corporation "opts out" of the statute by so providing in
its articles of incorporation or bylaws. The Company has not "opted out" of the
Control Share Act.

Fair Price Act. Certain provisions of the MBCA (the "Fair Price Act")
establish a statutory scheme similar to the supermajority and fair price
provisions found in many corporate charters. The Fair Price Act provides that a
supermajority vote of 90% of the shareholders and no less than two-thirds of the
votes of non-interested shareholders must approve a "business combination." The
Fair Price Act defines a "business combination" to encompass any merger,
consolidation, share exchange, sale of assets, stock issue, liquidation, or
reclassification of securities involving an "interested shareholder" or certain
"affiliates." An "interested shareholder" is generally any person who owns 10%
or

more of the outstanding voting shares of the company. An "affiliate" is a person
who directly or indirectly controls, is controlled by, or is under common
control with a specified person.

The supermajority vote required by the Fair Price Act does not apply to
business combinations that satisfy certain conditions. These conditions include,
among others, that: (i) the purchase price to be paid for the shares of the
company is at least equal to the greater of (a) the market value of the shares
or (b) the highest per share price paid by the interested shareholder within the
preceding two-year period or in the transaction in which the shareholder became
an interested shareholder, whichever is higher; (ii) once a person has become an
interested shareholder, the person must not become the beneficial owner of any
additional shares of the company except as part of the transaction which
resulted in the interested shareholder becoming an interested shareholder or by
virtue of proportionate stock splits or stock dividends; and (iii) five (5)
years have elapsed between the date of the interested shareholder becoming an
interested shareholder and the date the business combination is consummated.

The requirements of the Fair Price Act do not apply to business
combinations with an interested shareholder that the Board of Directors has
approved or exempted from the requirements of the Fair Price Act by resolution
at any time prior to the time that the interested shareholder first became an
interested shareholder.

Classified Board. The Board of Directors of the Company is classified into
three classes, with each class serving a staggered, three-year term.
Classification of the Board could have the effect of extending the time during
which the existing Board of Directors could control the operating policies of
Company even though opposed by the holders of a majority of the outstanding
shares of Common Stock.

Under the Company's Articles, all nominations for directors by a
shareholder must be delivered to the Company in writing at least 60, but not
more than 90, days prior to the annual meeting of the shareholders. A nomination
that is not received within this period will not be placed on the ballot. The
Board believes that advance notice of nominations by shareholders will afford a
meaningful opportunity to consider the qualifications of the proposed nominees
and, to the extent deemed necessary or desirable by the Board of Directors, will
provide an opportunity to inform shareholders about such qualifications.
Although this nomination procedure does not give the Board of Directors any
power to approve or disapprove of shareholder nominations for the election of
directors, this nomination procedure may have the effect of precluding a
nomination for the election of directors at a particular annual meeting if the
proper procedures are not followed.

The Company's Articles provide that any one or more directors may be
removed at any time, with or without cause, but only by either: (i) the
affirmative vote of a majority of "Continuing Directors" and at least 80% of the
directors; or (ii) the affirmative vote, at a meeting of the shareholders called
for that purpose, of the holders of at least 80% of the voting power of the
then-outstanding shares of capital stock of the Company entitled to vote
generally in the election of directors, voting together as a single class. A
"Continuing Director" is generally defined in the Articles as any member of the
Board who is unaffiliated with any "interested shareholder" (generally, an owner
of 10% or more of the Company's outstanding voting shares) and was a member of
the Board prior to the time an interested shareholder became an interested
shareholder, and any successor of a Continuing Director who is unaffiliated with
an interested shareholder and is recommended to succeed a Continuing Director by
a majority of the Continuing Directors then on the Board.

Any vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number of directors,
may be filled only by the Board of Directors, acting by an affirmative vote of a
majority of the Continuing Directors and an 80% majority of all of the directors
then in office, although less than a quorum. Any directors so chosen shall hold
office until the next annual meeting of shareholders at which directors are
elected to the class to which such a director was named and until their
respective successors shall be duly elected and qualified or their resignation
or removal. No decrease in the number of directors may shorten the term of any
incumbent director.

Notice of Shareholder Proposals. Under the Company's Articles, the only
business that may be conducted at an annual or special meeting of shareholders
is business that has been brought before the meeting by or at the direction of
the majority of the directors or by a shareholder of the Company: (i) who
provides timely notice of the proposal in writing to the secretary of the
Company and the proposal is a proper subject for action by shareholders under

Michigan law or (ii) whose proposal is included in the Company's proxy materials
in compliance with all the requirements set forth in the applicable rules and
regulations of the Securities and Exchange Commission. To be timely, a
shareholder's notice of proposal must be delivered to, or mailed to and received
at the principal executive offices of the Company not less than 60 days prior to
the date of the originally scheduled annual meeting regardless of any
postponements, deferrals or adjournments of that meeting to a later date. With
respect to special meetings, notice must be received by the Company not more
than 10 days after the Company mails notice of the special meeting. The
shareholder's notice of proposal must set forth in writing each matter the
shareholder proposes to bring before the meeting including: (i) the name and
address of the shareholder submitting the proposal, as it appears on the
Company's books and records; (ii) a representation that the shareholder: (a) is
a holder of record of stock of the Company entitled to vote at the meeting, (b)
will continue to hold such stock through the date on which the meeting is held,
and (c) intends to vote in person or by proxy at the meeting and to submit the
proposal for shareholder vote; (iii) a brief description of the proposal desired
to be submitted to the meeting for shareholder vote and the reasons for
conducting such business at the meeting; and (iv) the description of any
financial or other interest of the shareholder in the proposal. This procedure
may limit to some degree the ability of shareholders to initiate discussions at
annual shareholders meetings. It may also preclude the conducting of business at
a particular meeting if the proposed notice procedures have not been followed.

Certain Shareholder Action. The Company's Articles require that any
shareholder action must be taken at an annual or special meeting of
shareholders, that any meeting of shareholders must be called by the Board of
Directors or the Chairman of the Board, and prohibit shareholder action by
written consent. Shareholders of the Company are not permitted to call a special
meeting of shareholders or require that the Board call such a special meeting.
The MBCA permits shareholders holding in the aggregate 10% or more of all of the
shares entitled to vote at a meeting to request the Circuit Court of the County
in which the Company's principal place of business or registered office is
located to order a special meeting of shareholders for good cause shown.

Amendment or Repeal of Certain Provisions of the Articles. Under Michigan
law, the Board of Directors need not adopt a resolution setting forth an
amendment to the Articles before the shareholders may vote on it. Unless the
Articles provide otherwise, amendments of the Articles generally require the
approval of the holders of a majority of the outstanding stock entitled to vote
thereon, and if the amendment would increase or decrease the number of
authorized shares of any class or series, or the par value of such shares, or
would adversely affect the rights, powers, or preferences of such class or
series, a majority of the outstanding stock of such class or series also would
be required to approve the amendment.

The Company's Articles require that in order to amend, repeal or adopt any
provision inconsistent with Article VIII relating to the Board of Directors,
Article IX relating to shareholder proposals or Article X with respect to
certain shareholder action, the affirmative vote of at least 80% of the issued
and outstanding shares of Common Stock entitled to vote in the election of
directors, voting as a single class must be received; provided, however, that
such amendment or repeal or inconsistent provision may be made by a majority
vote of such shareholders at any meeting of the shareholders duly called and
held where such amendment has been recommended for approval by at least 80% of
all directors then holding office and by a majority of the "continuing
directors." These amendment provisions could render it more difficult to remove
management or for a person seeking to effect a merger or otherwise gain control
of the Company. These amendment requirements could, therefore adversely affect
the potential realizable value of shareholders' investments.

Board Evaluation of Certain Offers. Article XII of the Company's Articles
provides that the Board of Directors shall not approve, adopt or recommend any
offer of any person or entity (other than the Company) to make a tender or
exchange offer for any Common Stock, to merge or consolidate the Company with
any other entity, or to purchase or acquire all or substantially all of the
Company's assets, unless and until the Board has evaluated the offer and
determined that it would be in compliance with all applicable laws and that the
offer is in the best interests of the Company and its shareholders. In doing so,
the Board may rely on an opinion of legal counsel who is independent from the
offeror, and/or it may test such legal compliance in front of any court or
agency that may have appropriate jurisdiction over the matter.

In making its determination, the Board must consider all factors it deems
relevant, including but not limited to: (i) the adequacy and fairness of the
consideration to be received by the Company and/or its shareholders, considering

historical trading prices of the capital stock of the Company, the price that
could be achieved in a negotiated sale of the Company as a whole, past offers,
and the future prospects of the Company; (ii) the potential social and economic
impact of the proposed transaction on the Company, its subsidiaries, its
employees, customers and vendors; (iii) the potential social and economic impact
of the proposed transaction on the communities in which the Company and its
subsidiaries operate or are located; (iv) the business and financial condition
and earnings prospects of the proposed acquiring person or entity; and (v) the
competence, experience and integrity of the proposed acquiring person or entity
and its or their management.

In order to amend, repeal, or adopt any provision that is inconsistent with
Article XII, at least 80% of the shareholders, voting together as a single
class, must approve the change, unless the change has been recommended for
approval by at least 80% of the directors, in which case a majority of the
voting stock could approve the action.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the Company expects to have approximately
950,000 shares of its Common Stock outstanding. The 950,000 shares of the
Company's Common Stock purchased in this Offering (plus any additional shares
sold upon the Underwriter's exercise of its over-allotment option) have been
registered with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), and may generally
be resold without registration under the Securities Act unless they were
acquired by directors, executive officers, or other affiliates of the Company or
the Bank (collectively, "Affiliates"). Affiliates of the Company may generally
only sell shares of the Common Stock pursuant to the Commission's Rule 144.

In general, under Rule 144 as currently in effect, an affiliate (as defined
in Rule 144) of the Company may sell shares of the Common Stock within any
three-month period in an amount limited to the greater of 1.0% of the
outstanding shares of the Company's Common Stock (9,500 shares immediately after
the completion of this Offering) or the average weekly trading volume in the
Company's Common Stock during the four calendar weeks preceding such sale. Sales
under Rule 144 are also subject to certain manner-of-sale provisions, notice
requirements and the availability of current public information about the
Company.

The Company and the directors and officers of the Company and the Bank (who
are expected to hold an aggregate of approximately 91,500 shares after this
Offering), have agreed, or will agree, that they will not issue, offer for sale,
sell, grant any options for the sale of or otherwise dispose of any shares of
Common Stock or any rights to purchase shares of Common Stock, in the open
market or otherwise, without the prior written consent of the Underwriter for a
period of 180 days from the date of this Prospectus. Prior to this Offering,
there has been no public trading market for the Common Stock, and no predictions
can be made as to the effect, if any, that sales of shares or the availability
of shares for sale will have on the prevailing market price of the Common Stock
after completion of this Offering. Nevertheless, sales of substantial amounts of
Common Stock in the public market could have an adverse effect on prevailing
market prices.

UNDERWRITING

The Underwriter has agreed, subject to the terms and conditions of the
Underwriting Agreement, that it will purchase from the Company, on a firm
commitment basis, 950,000 shares of the Company's Common Stock. The Underwriting
Agreement provides that the obligations of the Underwriter thereunder are
subject to certain conditions. The Underwriting Agreement provides for the
Company's payment of certain expenses incurred in connection with the review of
the underwriting arrangements for the Offering by the National Association of
Securities Dealers, Inc. (the "NASD"). The Underwriter is obligated to purchase
all 950,000 of the shares of Common Stock offered hereby, excluding shares
covered by the over-allotment option granted to the Underwriter, if any are
purchased.

If the Underwriting Agreement is terminated, except in certain limited
cases, the Underwriting Agreement provides that the Company will reimburse the
Underwriter for all accountable out-of-pocket expenses incurred by it in
connection with the proposed purchase and sale of the Common Stock, up to a
maximum $50,000. The Company has advanced $20,000 to the Underwriter in
connection with such expense reimbursement. The Underwriting Agreement provides
that in the event the accountable out-of-pocket expenses to be reimbursed upon
such termination total an amount less than $20,000, the Underwriter shall pay
such difference to the Company.

The Company and the Underwriter have agreed that the Underwriter will
purchase the 950,000 shares of Common Stock offered hereunder at a price to the
public of $10.00 per share less underwriting discounts of $___ per share. The
Underwriter has agreed to limit the underwriting discounts to $___ per share for
up to 100,000 shares sold by the Underwriter to officers and directors of the
Company and the Bank and their immediate family members. The Underwriter
proposes to offer the Common Stock to selected dealers who are members of the
NASD, at a price of $10.00 per share less a commission not in excess of $___ per
share. The Underwriter may allow, and such dealers may re-allow, concessions not
in excess of $___ per share to certain brokers and dealers.

The Underwriter has informed the Company that it does not intend to confirm
sales of the shares of Common Stock offered hereby to any accounts over which it
exercises discretionary authority.

The Company has granted the Underwriter an option, exercisable for 30 days
after the date of this Offering, to purchase up to 142,500 additional shares of
Common Stock to cover over-allotments, if any, at the same price per share to be
paid by the Underwriter for the other shares of Common Stock offered hereby. The
Underwriter may purchase such shares only to cover over-allotments, if any, in
connection with this Offering.

The Company, its directors and executive officers and those of the Bank
have agreed with the Underwriter, for a period of 180 days after the date of
this Prospectus, not to issue, sell, offer to sell, grant any options for the
sale of, or otherwise dispose of any shares of Common Stock or any rights to
purchase shares of Common Stock, in the open market or otherwise, without the
prior written consent of the Underwriter.

The Underwriting Agreement contains indemnity provisions between the
Underwriter and the Company and the controlling persons thereof against certain
liabilities, including liabilities arising under the Securities Act. The Company
is generally obligated to indemnify the Underwriter in connection with losses or
claims arising out of any untrue statement of a material fact contained in this
Prospectus or in related documents filed with the Commission or with any state
securities administrator or any omission of certain material facts from such
documents.

There has been no public trading market for the Common Stock. The initial
offering price was determined by negotiations between the Company and the
Underwriter. This price is not based upon earnings or any history of operations
and should not be construed as indicative of the present or anticipated future
value of the Common Stock. Several factors were considered in determining the
initial offering price of the Common Stock, among them the size of the Offering,
the desire that the security being offered be attractive to individuals and the
Underwriter's experience in dealing with initial public offerings for financial
institutions.

LEGAL PROCEEDINGS

Neither the Company nor the Bank is a party to any pending legal
proceeding. Management believes there is no litigation threatened in which the
Company or the Bank faces potential loss or exposure or which will materially
affect shareholders' equity or the Company's business or financial condition
upon completion of this Offering.

LEGAL MATTERS

The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by Varnum, Riddering, Schmidt & Howlett LLP, Grand Rapids,
Michigan. Honigman Miller Schwartz and Cohn, Detroit, Michigan, is acting as
counsel for the Underwriter in connection with certain legal matters relating to
the shares of Common Stock offered hereby.

EXPERTS

The financial statements of the Company included in this Prospectus have
been audited by Plante & Moran, LLP, independent public accountants, as
indicated in their report with respect thereto. Such financial statements are
included herein and in the Registration Statement in reliance upon such reports
given upon the authority of such firm as experts in auditing and accounting.

AVAILABLE INFORMATION

The Company is not currently a reporting company pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), but will be required to
file reports pursuant to the Exchange Act following the completion of the
offering. The Company, which will use a December 31 fiscal year end, intends to
furnish its shareholders with annual reports containing audited financial
information and, for the first three quarters of each fiscal year, quarterly
reports containing unaudited financial information.

Requests for such documents should be directed to Bruce H. McIntyre,
Secretary, Clarkston Financial Corporation, P. O. Box 436, Clarkston, Michigan
48347-0436.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement with the Commission in
accordance with the provisions of the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the Commission. For further information pertaining to the shares of Common Stock
offered hereby and to the Company, reference is made to the Registration
Statement, including the Exhibits filed as a part thereof, copies of which can
be inspected at and copied at the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and Room 1400, 75 Park Place, New York, New York
10007. Copies of such materials can also be obtained at prescribed rates by
writing to the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition the Company is required to file
electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions discussed above under "Description of Capital Stock
- -- Anti-Takeover Provisions" or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

CLARKSTON FINANCIAL CORPORATION
(A Company in the Development Stage)

INDEX

INDEPENDENT AUDITORS' REPORT............................................... F-2

FINANCIAL STATEMENTS

Balance Sheet.......................................................... F-3

Statement of Shareholder's Equity...................................... F-4

Statement of Operations................................................ F-5

Statement of Cash Flows................................................ F-6

Notes to Financial Statements.......................................... F-7

PLANTE & MORAN, LLP Suite 2000 Certified Public Accountants
505 N. Woodward Ave. Management Consultants
Bloomfield Hills, 248-644-0300
Michigan 48304-2966 FAX 248-644-0373
================================================================================

INDEPENDENT AUDITOR'S REPORT

The Board of Directors
Clarkston Financial Corporation

We have audited the accompanying balance sheet of Clarkston Financial
Corporation (a Company in the development stage) as of August 31, 1998, and the
related statements of shareholder's equity, operations and cash flows for the
period from May 18, 1998 (inception) through August 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform our audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Clarkston Financial Corporation
(a Company in the development stage) as of August 31, 1998, and the results of
its operations and cash flows for the period from May 18, 1998 (inception)
through August 31, 1998, in conformity with generally accepted accounting
principles.

/s/ Plante & Moran, LLP

September 9, 1998
Bloomfield Hills, Michigan

A member of
Moores
Rowland
International
A worldwide association of independent accounting firms

F-2

CLARKSTON FINANCIAL CORPORATION
(A Company in the Development Stage)
BALANCE SHEET
August 31, 1998

ASSETS

Cash $ 93,230
Deferred offering costs 19,921
---------
Total assets 113,151
=========

LIABILITIES AND SHAREHOLDER'S EQUITY

Accounts payable 34,970

Notes payable -related parties (Note 3) 120,000

SHAREHOLDER'S EQUITY

Common stock, no par value; 60,000 shares authorized,
ten shares issued and outstanding 10

Accumulated deficit (41,829)
---------
Total shareholder's equity (41,819)
---------
Total liabilities and shareholder's equity $ 113,151
=========

See Notes to Financial Statements.

F-3

CLARKSTON FINANCIAL CORPORATION
(A Company in the Development Stage)
STATEMENT OF SHAREHOLDER'S EQUITY
Period from May 18, 1998 (inception) to August 31, 1998

DEFICIT
ACCUMULATED
DURING THE
COMMON DEVELOPMENT
STOCK STAGE TOTAL
-------------- ------------- ------------

Balance at May 18, 1998 $ - $ - $ -

Issuance of common stock 10 - 10

Net Loss - (41,829) (41,829)
-------------- ------------ ------------
Balance at August 31, 1998 $ 10 $ (41,829) $ (41,819)
============== ============== =============

See Notes to Financial Statements.

F-4

CLARKSTON FINANCIAL CORPORATION
(A Company in the Development Stage)
STATEMENT OF OPERATIONS
Period from May 18, 1998 (inception) to August 31, 1998

REVENUE $ -

OPERATING EXPENSES
Organizational costs 35,673
Office expenses 878
Insurance 910
Other 4,368
-----------

Total operating expenses 41,829
-----------
Loss Before Income Tazes $ (41,829)
Income Taxes (Note 4) -
-----------
NET LOSS $ (41,829)
===========

See Notes to Financial Statements.

F-5

CLARKSTON FINANCIAL CORPORATION
(A Company in the Development Stage)
STATEMENT OF CASH FLOWS
Period from May 18, 1998 (inception) to August 31, 1998

Cash flows from operating activities from development stage operations -
Net Loss (41,829)
Adjustments to reconcile net income from development stage
operations to net cash provided by operating activities:
Increase in accounts payable 34,970
---------
Net cash used in operating activities (6,859)

Cash flows from investing activities -

Cash flows from financing activities
Proceeds from related party notes payable 120,000
Deferred offering costs (19,921)
Sale of common stock 10
---------

Net cash provided by financing activities 100,089
---------

Net increase in cash 93,230

CASH - beginning balance -
---------
CASH - ending balance $ 93,230
=========

See Notes to Financial Statements.

F-6

CLARKSTON FINANCIAL CORPORATION
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
August 31, 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Clarkston Financial Corporation (the "Company") was
incorporated on May 18, 1998 as a bank holding company to establish and
operate a new bank, Clarkston State Bank (the "Bank") in Clarkston,
Michigan. The Company intends to raise a minimum of $8,730,000 in equity
capital net of underwriting discounts and offering costs, through the sale
of 950,000 shares of the Company's common stock at $10 per share. Proceeds
from the offering will be used to capitalize the Bank, lease facilities and
provide working capital.

Basis of presentation - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.

Organization and preopening costs - Organization and preopening costs
represent incorporation costs, legal and accounting costs, salaries and
other costs relating to the organization. Management anticipates that
organization and preopening costs will approximate $200,000 through
commencement of operations, which will be charged to expense as incurred.

Deferred Offering Costs - Costs related to the offering of common stock
have been deferred and will be netted against the offering proceeds when
the sale of stock is completed.

NOTE 2 - NOTES PAYABLE - RELATED PARTIES

Notes payable in the amount of $120,000 are outstanding to the Company's
organizers. The notes bear interest at 5% per annum and are due on demand.
Management intends to repay the loans from the proceeds of the common stock
offering.

NOTE 3 - OPERATING LEASE - RELATED PARTIES

The Company anticipates entering into a lease for its main operating
facility under a five-year non-cancelable lease anticipated to expire on
October 1, 2003. The facility will be leased from an entity owned entirely
by the members of the Board of Directors of the Company. The lease payments
are anticipated to be $5,000 per month for the first twenty-four months and
$5,165 per month thereafter. The Company will be responsible for all taxes,
utilities and maintenance. The Company's Bank subsidiary has budgeted
$100,000 of leasehold improvements.

F-7

CLARKSTON FINANCIAL CORPORATION
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
August 31, 1998

NOTE 3 - OPERATING LEASE - RELATED PARTIES (Continued)

The future minimum rental payments required under the aniticipated
non-cancelable operating lease as of August 31, 1998 are as follows:

1998 $ 15,000
1999 $ 60,000
2000 $ 60,495
2001 $ 61,980
2002 $ 61,980
2003 $ 46,485

NOTE 4 - INCOME TAXES

At August 31, 1998, the Company had a $42,000 net operating loss
carryforward. The tax benefit of there carryforwards has been offset by a
valuation allowance.

NOTE 5 - STOCK OPTION PLANS

The Board of Directors anticipate adopting a Director's stock option plan
to purchase an aggregate of 75,000 shares. The options are anticipated to
vest over five years with one-half of the options subject to a performance
based vesting schedule, not to exceed ten years.

In addition, the Company is anticipating adopting a stock compensation plan
for its key employees with a ten-year vesting schedule.

The exercise price of all options will equal or exceed the fair market
value of the common stock at the date of grant.

F-8

-----------------------------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus, and if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or any underwriter. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities offered hereby by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
----------------

TABLE OF CONTENTS
Page

Forward-Looking Statements.................................................. 2
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 6
Use of Proceeds............................................................. 11
Dividend Policy............................................................. 12
Capitalization.............................................................. 12
Business.................................................................... 13
Management.................................................................. 19
Certain Transactions........................................................ 26
Principal Shareholders...................................................... 27
Supervision and Regulation.................................................. 29
Description of Capital Stock................................................ 35
Shares Eligible for Future Sale............................................. 39
Underwriting................................................................ 40
Legal Proceedings........................................................... 41
Legal Matters............................................................... 41
Experts..................................................................... 41
Available Information....................................................... 41
Additional Information...................................................... 41
Index to Financial Statements............................................... F-1
--------------------

Until _____, 1998 (90 days after the effective date of the offering), all
dealers effecting transactions in the Common Stock, whether or not participating
in this distribution, may be required to deliver a Prospectus. This delivery
requirement is in addition to the obligation of dealers to deliver a Prospectus
when acting as underwriter and with respect to their unsold allotments or
subscriptions.

- --------------------------------------------------------------------------------

950,000 Shares

CLARKSTON FINANCIAL
CORPORATION

Common Stock

----------
PROSPECTUS
----------

RONEY CAPITAL MARKETS
A division of FIRST CHICAGO CAPITAL MARKETS, INC.

_________________, 1998

- --------------------------------------------------------------------------------

PART II

Information Not Required in Prospectus

Item 24. Indemnification of Directors and Officers.

Sections 561-571 of the Michigan Business Corporation Act, as amended (the
"MBCA"), grant the Registrant broad powers to indemnify any person in connection
with legal proceedings brought against him by reason of his present or past
status as an officer or director of the Registrant, provided that the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The MBCA also gives the Registrant broad powers to indemnify any
such person against expenses and reasonable settlement payments in connection
with any action by or in the right of the Registrant, provided the person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, except that no indemnification may be made
if such person is adjudged to be liable to the Registrant unless and only to the
extent the court in which such action was brought determines upon application
that, despite such adjudication, but in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for reasonable
expenses as the court deems proper. In addition, to the extent that any such
person is successful in the defense of any such legal proceeding, the Registrant
is required by the MBCA to indemnify him against expenses, including attorneys'
fees, that are actually and reasonably incurred by him in connection therewith.

The Registrant's Articles of Incorporation contain provisions entitling
directors and executive officers of the Registrant to indemnification against
certain liabilities and expenses to the full extent permitted by Michigan law.

Under an insurance policy maintained by the Registrant, the directors and
officers of the Registrant are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

The Registrant has agreed to indemnify the Underwriter, and the Underwriter
has agreed to indemnify the Registrant, against certain civil liabilities,
including liabilities under the Securities Act, as amended. Reference is made to
the Underwriting Agreement filed as Exhibit 1 herewith.

Item 25. Other Expenses of Issuance and Distribution.

Expenses in connection with the issuance and distribution of the securities
being registered are estimated as follows, all of which are to be paid by the
Company:

SEC Registration Fee....................................... $ 3,223
NASD Filing Fee............................................ 1,593
Printing and Mailing Expenses.............................. 30,000
Accounting Fees............................................ 25,000
Transfer and Registrar's Fees.............................. 4,000
Legal Fees and Expenses.................................... 75,000
Blue Sky Fees and Expenses................................. 15,000
Miscellaneous.............................................. 1,184
----------
$155,000
==========

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Item 26. Recent Sales of Unregistered Securities.

During the past several months, the registrant has borrowed approximately
$325,000 from members of the registrant's Board of Directors to pay
organizational and related expenses. To the extent that such transactions would
be deemed to involve the offer or sale of a security, the registrant would claim
an exemption under Rule 504 of Regulation D or Section 4(2) of To the Securities
Act of 1933 for such transactions. In addition, the registrant sold one share of
its Common Stock to David T. Harrison, the President and Chief Executive Officer
of the Bank, for $10.00. The registrant also claims an exemption for such sale
pursuant to Rule 504 of Regulation D or Section 4(2).

Item 27. Exhibits.

Reference is made to the Exhibit Index which appears at page II-4 of the
Registration Statement..

Item 28. Undertakings.

Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to directors, officers and
controlling persons of the Company pursuant of the foregoing provisions, or
otherwise, the Company has been advised that, in the opinion of the Securities
and Exchange Commission such indemnification is against the public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

The undersigned Company hereby undertakes that: (1) For purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Company pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as of the time it
was declared effective; and (2) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. The
undersigned Company hereby undertakes that it will provide to the underwriter,
Roney Capital Markets, at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to such purchaser.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Clarkston, State of Michigan, on November 4, 1998.

CLARKSTON FINANCIAL CORPORATION

By: /s/ David T. Harrison
David T. Harrison
Chief Executive Officer, President and
a Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edwin L. Adler and David T. Harrison, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or his substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Date

/s/ Edwin L. Adler* November 4, 1998
Edwin L. Adler, Chairman and Director

/s/ David T. Harrison November 4, 1998
David T. Harrison, Principal Executive Officer
and a Director

/s/ James L. Richardson November 4, 1998
James L. Richardson, Principal Financial and
Accounting Officer

/s/ Louis D. Beer* November 4, 1998
Louis D. Beer, Director

/s/ Charles L. Fortinberry* November 4, 1998
Charles L. Fortinberry, Director

/s/ William J. Clark* November 4, 1998
William J. Clark, Director

/s/ Bruce H. McIntyre* November 4, 1998
Bruce H. McIntyre, Secretary and Director

/s/ Robert A. Olsen* November 4, 1998
Robert A. Olsen, Director

/s/ John H. Welker* November 4, 1998
John H. Welker, Director

*By: /s/ David T. Harrison November 4, 1998
David T. Harrison
Attorney-in-Fact

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EXHIBIT INDEX

Sequentially
Numbered
Exhibit Number and Description Page

1* Form of Underwriting Agreement

3.1* Articles of Incorporation of Clarkston Financial Corporation

3.2* Bylaws of Clarkston Financial Corporation

4* Specimen stock certificate of Clarkston Financial Corporation

5* Opinion of Varnum, Riddering, Schmidt & Howlett LLP

10.1* Clarkston Financial Corporation Stock Compensation Plan

10.2* Clarkston Financial Corporation 1998 Founding Directors' Stock Option
Plan

10.3* Lease Agreement dated September 10, 1998, for the facility located at
15 South Main Street, Clarkston, Michigan 48346

10.4* Data Processing Agreement between Jack Henry and Associates, Inc. and
Clarkston State Bank dated October ____, 1998

21* Subsidiaries of the Registrant

23.1* Consent of Plante & Moran, LLP, independent public accountants

23.2* Consent of Varnum, Riddering, Schmidt & Howlett LLP (included in
opinion filed as Exhibit 5)

24* Power of Attorney (included on the signature page on page II-3 of the
Registration Statement)

27* Financial Data Schedule

* Previously filed.

::ODMA\PCDOCS\GRR\221752\2

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