SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.1)

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-12

University Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies: N/A

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

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

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

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

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

(4) Proposed maximum aggregate value of transaction: N/A

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

(5) Total fee paid: N/A

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

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

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

(1) Amount Previously Paid: N/A

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

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

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

(3) Filing Party: N/A

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(4) Date Filed: N/A

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UNIVERSITY BANCORP, INC.
959 Maiden Lane
Ann Arbor, Michigan 48105
(734) 741-5858

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
July 20, 2001

To the Holders of Common Stock of University Bancorp, Inc.:

The Annual Meeting (the "Meeting") of Stockholders of University Bancorp,
Inc. (the "Company") will be held at the main office of University Bank (the
"Bank"), the Company's bank subsidiary, 959 Maiden Lane, Ann Arbor, Michigan
48105, at 12:00 noon, local time, on Tuesday, July 20, 2001 for the following
purposes:

1. To elect seven directors to serve until the next Annual Meeting of
Stockholders;

2. To transact such other business as may properly come before the Meeting.

The Board of Directors has set 5:30 p.m. Central Standard Time, on June
22, 2001 as the record date for the determination of the stockholders entitled
to vote at the Meeting. All stockholders as of the record date are entitled to
receive this notice. The Proxy Statement and form of proxy for the Meeting are
being mailed with this notice and the initial mailing including the Proxy
Statement and form of proxy will be sent to stockholders on approximately June
26, 2001.

By order of the Board of Directors,

Joseph L. Ranzini,
Secretary

May 24, 2001

If you wish to participate in the vote on the matters coming before the Annual
Meeting and do not intend to attend in person, please mark, sign and date the
enclosed form of proxy and return it promptly to the Company, c/o University
Bank, 959 Maiden Lane, Ann Arbor, Michigan 48105.

3
UNIVERSITY BANCORP, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

July 20, 2001

TABLE OF CONTENTS

Page

General Information 4

Election of Directors 6

Security Ownership of Certain Beneficial
Owners and Management 8

Executive Officers 11

Executive Compensation 11

Section 16(a) Beneficial Ownership Reporting Compliance 12

Compensation Plans 12

Certain Relationships and Related Transactions 14

Independent Public Accountants 16

Other Matters 16

GENERAL INFORMATION

By appointing "proxies", stockholders may vote their shares at the Annual
Meeting of Stockholders (the "Meeting") of University Bancorp, Inc. (the
"Company"), which is scheduled to be held on July 20, 2001 and any adjournments
thereof, whether or not they attend. With this Proxy Statement, the Company's
Board of Directors provides information on the items of business scheduled for
the Meeting and asks you to appoint proxies selected by the Board of Directors
to vote your shares. The Company's Board of Directors is soliciting your proxy.
The Company is paying for the cost of such solicitation.

The proxies will vote your shares according to your instructions. The Board
of Directors recommends a vote:

1) "FOR" the election of each of the nominees for election as directors of
the Company indicated in the accompanying form of proxy. You may vote "FOR" or
"WITHHOLD" as to all or any one or more nominees for election as directors.

You have one vote for each share of Common Stock, par value $.01 per share,
of the Company ("Common Stock") registered in your name on the Company's books
on July 22, 2001 at 5:30 p.m., Central Standard Time, the record date for the
determination of stockholders entitled to notice of and to vote at the Meeting.
At that time, the Company had 2,027,801 shares of Common Stock outstanding and
entitled to vote.

If you wish to participate in the vote on the matters coming before the
Meeting, please sign, date and promptly return your form of proxy to the
Company, c/o University Bank, 959 Maiden Lane, Ann Arbor, Michigan 48105.

If you return a properly signed and dated form of proxy but do not mark any
choices for the election of directors your shares will be voted in accordance
with the recommendations of the Board of Directors as to such election.

You may revoke the proxy solicited by the Board of Directors before its
exercise by delivering written notice of such revocation to the Company c/o
University Bank, 959 Maiden Lane, Ann Arbor, Michigan 48105, or by submitting a
subsequently dated proxy, or by attending the Meeting and voting by ballot.

Directors will be elected by plurality of the votes of Common Stock cast at
the Meeting. For these purposes, abstentions and broker non-votes are not
considered votes cast.

Presentation of Proposals of Stockholders

It is expected that the next annual meeting of stockholders of the Company
will be held in the 2002 calendar year. Proposals of stockholders to be
presented at such annual meeting must be received by the Company prior to
December 15, 2001 to be included in the Company's proxy statement and form of
proxy for such annual meeting. The notice and any such proposal must comply with
the applicable provisions of Rule 14a-8 under the Securities Exchange Act of
1934, as amended.

Corporate Governance - Attendance at Board of Director and Committee Meetings

The Board of Directors oversees the management of the business of the
Company. The Board of Directors has an audit committee consisting of Keith
Brenner, Robert Goldthorpe and Michael Talley which met three times during 2000.
The Compensation Committee of the Board of Directors consists of three members
of the board, presently Messrs. Stephen Lange Ranzini, Joseph L. Ranzini and
Michael Talley. The Compensation Committee met once and all members of this
committee attended each meeting. The board had no nominating committee during
the fiscal year ended December 31, 2000. The Board of Directors held a total of
4 meetings during the 2000 fiscal year. Five directors attended each meeting,
and two of the five directors (Paul Lange Ranzini and Keith Brenner) missed just
1 of the 4 meetings as a result of a schedule conflict.

Corporate Governance - Discussion of Committees

The Audit Committee receives audit reports and management recommendations
from the Company's outside independent auditors and responds to these reports
and recommendations.

The Compensation Committee sets the amount and type of pay for the
employees of the Company. Each subsidiary has its own compensation committee and
independent compensation process. The Company has a policy that executives of
the Company do not draw pay directly from the Company because they spend their
time mainly on the business of the subsidiaries. The Company's Compensation
Committee establishes the level of ESOP and Stock Option Plan compensation
through recommendations to the Company's board of directors.

Joseph L. Ranzini and Stephen Lange Ranzini as executive officers of the
Company sit on the Compensation Committees of the Company, the Bank and Michigan
BIDCO, Inc.

Compensation of Directors

Directors are not compensated for attendance at meetings, although they are
reimbursed for travel expenses.

ELECTION OF DIRECTORS

The Board of Directors recommends a vote "FOR" the slate of seven directors
named below. Biographical information is included below for each nominee.
Persons elected at the Meeting will hold office until a successor is elected or
until earlier resignation or removal. In the event that any of these director
nominees becomes unavailable to serve, proxies will be voted for the election of
such other person(s) as may be recommended by the Board of Directors.

Nominees for Election as Directors of the Company

STEPHEN LANGE RANZINI, age 36, has been President, CEO and a director of
the Company or its Predecessors since July 1988, and served as the Treasurer of
the Company and its Predecessors from July 1988 to December 1995. Since May
1993, Mr. Ranzini has also served as the Treasurer and a Director of Michigan
BIDCO, Inc. (the "BIDCO"), a community development lending organization
described further below. Since December 1995, Mr. Ranzini has been Treasurer and
a Director of Northern Michigan Foundation, a non-profit community development
lending organization that shares common senior management with BIDCO. Since
March 1994 Mr. Ranzini has served as a director of University Bank and since
November 1997 has served as Chairman of the Bank's board of directors. He has
held various senior management positions with the bank, including that of
President of the Bank between October 1994 and November 1995 and again since
November 1997. Between December 1995 and October 1997 he served as the Bank's
Senior Vice President - Mortgage Banking, supervising the Bank's subsidiaries:
Arbor Street LLC, Midwest Loan Services, Inc., Varsity Funding, LLC, and Varsity
Mortgage, LLC. A graduate of Yale in 1986, he is the son of Joseph Louis Ranzini
and the brother of Joseph Lange Ranzini and Paul Lange Ranzini.

Since July 1991, Mr. Ranzini has been a director of CityFed Financial
Corp., a former savings and loan holding company now based in Massachusetts.
Since May 1997 he has been a director of Newco Bancorp (formerly Municipal
Bancorp), a Toronto Stock Exchange listed financial services company based in
Toronto, Canada.

JOSEPH LOUIS RANZINI, ESQ., age 72, has been Chairman of the Board, a
director and Secretary of the Company or of predecessor corporations merged into
the Company (the "Predecessors") since July 1988. Mr. Ranzini has been a
Director of University Bank (the Company's subsidiary) since July 1988 and
served as Chairman of the Board from March 1994 to January 1996 and Secretary
since November 1997. Since May 1993, Mr. Ranzini has served as the President and
Chairman of the Board of Michigan BIDCO, Inc. Since December 1995, Mr. Ranzini
has been President and Chairman of the Board of Northern Michigan Foundation.
Mr. Ranzini maintained a private law practice in New Jersey from 1965 until June
1991. Mr. Ranzini is the Father of Stephen Lange Ranzini, Paul Lange Ranzini and
Dr. Joseph Lange Ranzini.

KEITH BRENNER, age 56, has served as a director of the Company or its
Predecessors from October 1985, and also as the President and Treasurer of the
Company or its Predecessors (the Company was then known as Fortune 44 Company,
and manufactured and sold fortune cookies) from inception until December 31,
1989. Prior to forming the Company, Mr. Brenner was employed by Celestial
Seasonings, Inc., a tea manufacturer located in Boulder, Colorado, from 1980 to
1985 as Vice President of Marketing and Vice President of Corporate Development.
Since the fourth quarter of 1988, Mr. Brenner has been President and owner of
Brenner & Associates, a strategic planning and marketing consulting firm,
located in Boulder, Colorado.

ROBERT GOLDTHORPE, age 64, has served as a director of the Company since
April 1996. Mr. Goldthorpe also served as a Director of University Bank from
September 1992 to January 1996. For more than the past five years, Mr.
Goldthorpe has been President of Goldthorpe Enterprises, a diversified holding
company with operations in the central and eastern portion of the Upper
Peninsula of Michigan, with investments in hotels, restaurants, apartment
buildings, a hardware store, and the construction and contracting business.

DR. JOSEPH LANGE RANZINI, age 41, has served as a director of the Company
since April 1996. A graduate of Dartmouth College in 1982, he earned his M.D.
from the University of Virginia in 1986, and completed his residency with a
specialty in General Surgery at Mary Imogene Bassett Hospital, an affiliate of
Columbia University in Cooperstown, New York, in 1992. Since that time he has
been in a general surgery private practice at Augusta Medical Center in
Fishersville, Virginia. He is the son of Joseph Louis Ranzini and the brother of
Stephen Lange Ranzini and Paul Lange Ranzini.

PAUL LANGE RANZINI, age 39, has served as a director of the Company since
April 1996. He is Managing Editor at A-R Editions, a leading musicology book
publisher, and a Doctoral Candidate in Music History and Theory at the
University of Chicago. He has attended the University of Chicago since 1989,
except in 1994 and 1995, when he earned a Fulbright Fellowship to Germany for
Dissertation Research. At the University of Chicago, he was also employed
part-time as the computer data center manager at the University's International
House. From 1984 to 1988 he was a graduate student at the University of Michigan
in Ann Arbor, Michigan, where he earned two Masters, an M.A. in Musicology and
an M.M. in Organ and Church Music. From 1979 to 1983 he was a student at the
College of William and Mary, where he received a B.A. in Philosophy. He is the
son of Joseph Louis Ranzini and the brother of Stephen Lange Ranzini and Joseph
Lange Ranzini.

MICHAEL TALLEY, age 50, has served as a director of the Company or its
Predecessors since 1988. Since March 1990, Mr. Talley has served as an Account
Executive at Ladenburg, Thalmann & Co. Inc. in New York, New York. Between
February 1988 and March 1990 Mr. Talley served as an Account Executive at
Oppenheimer & Co., Inc. in New York, New York. For more than five years until
February 1988, he served as an Account Executive at L.F. Rothschild Unterberg
Towbin in New York, New York. Mr. Talley is a native of Detroit, Michigan, and a
graduate of Michigan State University, in East Lansing, Michigan.

There is no family relationship between any current director or executive
officer of the Company and any other current director or executive officer of
the Company, except as indicated above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information with respect to number and percentage of
outstanding shares of the Company beneficially owned by certain persons,
including those known to the Company to own beneficially more than 5% of the
Company's outstanding Common Stock, the directors of the Company individually
and the directors and officers of the Company as a group. The information in the
table is as of April 15, 2001, except as otherwise indicated.

Title Amount and Nature Percent
----- ----------------- -------
of of Beneficial of
-- ------------- --
Name and Address Class Ownership (1) Class
- ---------------- ----- ------------- -----

Dr. Joseph Lange Ranzini Common 1,008,060 (2)(3) 41.27%
675 Cherry Avenue Stock (10)
Waynesboro, VA 22980

Joseph Louis Ranzini, Esq. Common 201,556 (4)(11) 8.25%
C/o University Bank Stock
959 Maiden Lane
Ann Arbor, MI 48105 Preferred 280 (4)(11) 25.23%
Stock
Paul Lange Ranzini Common 1,150,623 (2)(3) 48.44%
1024 Pleasant View Road Stock (10)
Middleton, WI 53562

Stephen Lange Ranzini Common 1,017,640 (3)(6) 41.66%
c/o University Bank Stock (10)(11)
959 Maiden Lane
Ann Arbor, MI 48105 Preferred 720 (11)(12) 64.86%
Stock
Keith E. Brenner Common 35,822 (7)(9) 1.47%
135 Green Meadow Lane Stock
Boulder, CO 80302

Robert Goldthorpe Common 42,810 (9) 1.75%
2564 Helmer St. Stock
McMillan, MI 49853

Michael Talley Common 15,000 (9) 0.61%
55 Payson Ave. #4I Stock
New York, NY 10034

Dr. Angela Ranzini Preferred 164 (12) 2.24%
21 Williamsburg Court Stock
Skillman, NJ 08538

Mildred Ranzini Common 63,000 (5) 3.62%
c/o University Bank Stock
959 Maiden Lane
Ann Arbor, MI 48105 Preferred 76 6.85%
Stock
Ranzini Family Trust dated 11/8/90 Common 480,000 (2) 19.65%
c/o University Bank Stock
959 Maiden Lane
Ann Arbor, MI 48105

Title Amount and Nature Percent
----- ----------------- -------
of of Beneficial of
-- ------------- --
Name and Address Class Ownership (1) Class
- ---------------- ----- ------------- -----

Ranzini Family Trust dated 12/20/89 Common 290,958 (3) 13.25%
c/o University Bank Stock
959 Maiden Lane
Ann Arbor, MI 48105 Preferred 98 8.83%
Stock
Mildred Ranzini Trust Preferred 108 (5)(12) 9.73%
c/o University Bank Stock
959 Maiden Lane
Ann Arbor, MI 48105

Ranzini Family Trusts of 1996 Common 379,665 (10) 15.54%
c/o University Bank Stock
959 Maiden Lane
Ann Arbor, MI 48105

Clare Family Trust Common 15,000 (11) 1.77%
c/o University Bank Stock
959 Maiden Lane
Ann Arbor, MI 48105 Preferred 130 (11) 11.71%
Stock
All Current Officers and Directors, Common 1,408,495 (2)(3)(7)(8)(9) 70.99%
as a Group (Seven Persons) Stock (10)(11)(12)

Preferred 1,034 (3)(11)(12) 93.15%
Stock

(1) Unless otherwise indicated, the indicated person is believed to have sole
voting and investment power over shares indicated as beneficially owned by
such person.

(2) Includes 480,000 shares of Common Stock held by an irrevocable trust, the
primary beneficiary of which is Mr. Stephen Lange Ranzini. The trustees of
the trust are Dr. Joseph Lange Ranzini and Prof. Paul Lange Ranzini.

(3) Includes 290,958 shares of Common Stock and 98 shares of preferred stock
held by an irrevocable trust, the primary beneficiaries of which are Mr.
Joseph L. Ranzini's five adult children. The trustees of the trust are Mr.
Stephen Lange Ranzini, Dr. Joseph Lange Ranzini and Mr. Paul Lange Ranzini.
Mr. Stephen Lange Ranzini is a primary beneficiary of one-fifth, or 58,192
of the shares of Common Stock and 19.6 shares of the preferred stock held
under the terms of the trust.

(4) Does not include the 480,000 shares of Common Stock referred to in note 2
above, the 290,958 shares of Common Stock and 98 shares of preferred stock
referred to in note 3 above, or the 379,665 shares of Common Stock referred
to in note 11 below, as to which Mr. Ranzini disclaims beneficial
ownership.

(5) Mrs. Ranzini disclaims beneficial ownership of shares of Common Stock owned
by her spouse, Joseph Louis Ranzini. Does not include the shares held in
the trust referred to below in note 12 as to which Mrs. Ranzini is the
primary beneficiary.

(6) Includes 22,132 shares of Common Stock that represent Mr. Stephen Lange
Ranzini's current accrued allocation of shares of Common Stock under the
University Bancorp, Inc. ESOP. Does not include the shares held in the
trust referred to above in note 2 as to which Mr. Ranzini is the primary
beneficiary.

(7) Includes shares of Common Stock owned beneficially by Mr. Brenner's
retirement plan, and also includes 531 shares of Common Stock owned by Mr.
Brenner's minor child, for which, Mr. Brenner advises, he has sole voting
and investment power.

(8) Does not include shares held by the University Bancorp, Inc. ESOP, other
than the accrued allocation of shares thereunder to Stephen Lange Ranzini
referred to in note 6 above.

(9) Currently exercisable options on 15,000 shares of common stock are held by
each of Mr. Brenner, Mr. Goldthorpe and Mr. Talley. The shares subject to
such person's respective option are included in such person's respective
holdings and in the total shares held by all current officers and directors
as a group.

(10) Includes shares held by the thirteen Ranzini Family Trusts of 1996, which
collectively hold 379,665 shares of Common Stock. Stephen Lange Ranzini and
Paul Lange Ranzini as trustees disclaim beneficial ownership of 379,665
shares of Common Stock each held by Trusts for which they are trustees, and
which are included in the shares above. Dr. Joseph Lange Ranzini as trustee
disclaims beneficial ownership of 204,435 shares of Common Stock held by
Trusts for which he is trustee.

(11) Includes shares held by the Clare Family Trust, which holds 15,000 shares
of common stock and 130 shares of preferred stock. Stephen Lange Ranzini
and Joseph Louis Ranzini as trustees disclaim beneficial ownership of these
shares held by the Trust for which they are trustees.

(12) Includes shares held by the Mildred Ranzini Trust, which holds 108 shares
of preferred stock. Stephen Lange Ranzini and Dr. Angela Ranzini as
trustees disclaim beneficial ownership of these shares held by the Trust
for which they are trustees.

(13) The total number of shares of Common Stock held by the Ranzini Group (Mr.
Joseph L. Ranzini, Mr. Stephen Lange Ranzini, Mrs. Mildred Ranzini, the
various Ranzini Family Trusts) and the shares included in note 6, above, is
1,377,863. The total number of shares of Preferred Stock held by the
Ranzini Group is 1,110.

EXECUTIVE OFFICERS

Joseph L. Ranzini and Stephen Lange Ranzini hold executive officer
positions with the Company, as indicated above under "Election of Directors".
Officers of the Company serve at the discretion of the Board of Directors and
generally are to be elected annually.

EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash compensation
paid or accrued for services rendered in all capacities to the Company and
affiliates for the fiscal years ended December 31, 2000, 1999, and 1998, of the
Chief Executive Officer of the Company. There were no other individuals whose
salary and bonus from the Company or its affiliates for the latest fiscal year
exceeded $100,000:

Summary Compensation Table

Securities
----------
Name and Principal Other Annual Restricted Stock Underlying
- ------------------- ------------ ----------------- ----------
Position Year Salary Bonus Compensation Options/Awards($) SARs (#)
- -------- ---- ------ ----- ------------ ------------------ --------

Stephen Lange Ranzini, 2000 $ 82,404 $ 0 $ 6,750 $ 0 0
President & CEO (1)(2)(3)(4)

Stephen Lange Ranzini, 1999 $ 105,365 $ 0 $ 6,750 $ 0 0
President & CEO (1)(2)(3)(4)

Stephen Lange Ranzini, 1998 $ 110,281 $ 0 $ 10,715 $ 0 0
President & CEO (1)(2)(4)

(1) Salary in 2000, 1999 and 1998 includes $18,750, $45,400 and $45,500,
respectively, from Michigan BIDCO, Inc., for which Mr. Ranzini served as
Treasurer.

(2) Includes SEP IRA pension payment of $6,750 from Michigan BIDCO, Inc. in
2000, 1999 and 1998.

[Footnotes continued on following page]

(3) At the end of the Company's fiscal year ended December 31, 2000, 22,132
shares of the Company's common stock were allocated to Mr. Ranzini under
the Company's ESOP. Mr. Ranzini's rights in all of all these shares are
vested. Valued at $1.25 per share, the last sale price of the Company's
common stock on December 31, 2000, the aggregate value of such shares was
$27,665. Mr. Ranzini is entitled to an allocation for 1999 and 2000,
however, the allocation has not yet been finalized.

(4) Allocation under the Company's ESOP of 1,220 shares of the Company's common
stock to Mr. Ranzini in June 1998.

(5) Allocation under the Company's ESOP of 2,118 shares of the Company's common
stock to Mr. Ranzini in August 1997.

No options to purchase shares of Common Stock were granted to the
executive officer named in the above summary compensation table during 2000.

Mr. Ranzini did not receive during the three fiscal years ended December
31, 2000 nor did he hold at December 31, 2000, any stock options, SAR grants or
Long Term Incentive Plan Awards.

The Company does not have a defined benefit or actuarial pension plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The management of the Company ("we") reviewed the Forms 3 and 4 and
amendments thereto furnished to the Company pursuant to Rule 16a-3(e)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), during its most recent fiscal year. We also reviewed the Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, and written representations from executive officers and directors
of the Company that did not file a Form 5 with respect to its most recent fiscal
year, to the effect that no filing of a Form 5 is required with respect to such
person. Based upon our review, no person who, at any time during the Company's
most recent fiscal year, was a director, officer or beneficial owner of more
than 10% of the Company's Common Stock, failed, as disclosed in the above Forms,
to file on a timely basis, any reports required by Section 16(a) of the Exchange
Act.

COMPENSATION PLANS

UNIVERSITY BANCORP, INC. 1995 STOCK PLAN. The 1995 Stock Plan of the
Company was adopted by the Board of Directors in November 1995 (and amended in

April 1996) and later approved by the Company's stockholders. The purpose of the
1995 Stock Plan is to provide incentives to officers, directors, employees and
consultants of the Company. Under the 1995 Stock Plan, officers and other
employees of the Company and any present or future parent or subsidiary
(collectively "Related Corporations") are provided with the opportunity to
purchase shares of Common Stock as "incentive stock options" ("ISOs"), as
defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), and directors, officers, employees and consultants of the Corporation
and Related Corporations are provided with the opportunity to purchase shares of
Common Stock of the Company pursuant to options which do not qualify as ISOs
("Non-Qualified Options") and, in addition, such directors, officers, employees
and consultants may be granted awards of stock in the Company ("Awards") and
opportunities to make direct purchases of stock in the Company ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereafter individually as an
"Option" and collectively as "Options". Options, Awards and Purchases are
referred to hereafter as "Stock Rights".

A total of 525,000 shares of Common Stock (as adjusted automatically per
the terms of the Plan as a result of the Company's February 1998 3 for 2 stock
split effected in the form of a 50% stock dividend of Common Stock) are reserved
for issuance upon the exercise of Options or in connection with Awards or
Purchases of stock under the 1995 Stock Plan (subject to adjustment for capital
changes). Shares subject to Options which for any reason expire or are
terminated unexercised may again be available for grant under the 1995 Stock
Plan. Unless sooner terminated, the 1995 Stock Plan will terminate on November
15, 2005.

The 1995 Stock Plan is administered by the Board of Directors of the
Company. The Board has the right, in accordance with the Plan, to appoint a
Compensation Committee ("Compensation Committee") of three or more of its
members to administer the Plan. The Compensation Committee of the Board of
Directors has been established and provides recommendations to the Board on the
granting of options. The 1995 Stock Plan requires that each Option shall expire
on the date specified by the Compensation Committee, but not more than ten years
from its date of grant in the case of ISOs and not more than ten years and one
day in the case of Non-Qualified Options. However, in the case of any ISO
granted to an employee or officer owning more than 10% of the total combined
voting power of all classes of stock of the Company or any Related Corporation,
the ISO expires no more than five years from its date of grant.

Exercise of any Stock Right, in whole or in part, under the 1995 Stock Plan
is effected by a written notice of exercise delivered to the Company at its
principal office together with payment for the Common Stock in full, or, at the
discretion of the Compensation Committee, by the delivery of shares of Common
Stock of the Company, valued at fair market value, a promissory note, or through
an exercise notice payment procedure, or any combination thereof.

During 2000, options for a total of 74,594 shares of Common Stock were
granted under the 1995 Stock Plan. Options on 15,000 shares of Common Stock were
exercised in 2000 for a total of $31,250. As of March 31, 2001, options for a
total of 179,909 shares of Common Stock were outstanding under the 1995 Stock
Plan and 330,526 shares of Common Stock were available for grant of Stock Rights
under the 1995 Stock Plan.

DIRECTOR STOCK OPTIONS. In 1993, the Board of Directors approved the grant
of options to purchase 15,000 shares of common stock to each of the four
non-executive directors, in lieu of compensation. The exercise price was set at

$2.08 per share. which was the then current bid price per share as reported by
NASDAQ. The options are immediately exercisable and expire July 19, 2003. Former
director Mildred Ranzini exercised her options in 2000. Options granted on
45,000 shares remain outstanding under this plan at March 31, 2001.

UNIVERSITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN. The Company has had
in effect an employee stock ownership plan (the "ESOP") for eligible employees
of the Company and its subsidiaries. The ESOP is a qualified plan under section
401(a) of the Internal Revenue Code, as amended. The ESOP provides that the
employer may contribute thereto such amounts as it may determine and the
contributions may be in cash or in stock, at the election of the Company.
Contributions are allocated among employees who have reached age 21, have at
least one year of service and are employed more than 500 hours throughout the
year. Contributions are allocated in the proportion that the employee's total
compensation for the year (up to $200,000) bears to the total compensation of
all ESOP participants for the year (up to $200,000 per participant). However,
the sum of contributions and forfeitures allocated to an employee in any year
cannot exceed the lesser of $30,000 or 25 percent of his or her compensation for
the year, subject to indexing in accordance with Internal Revenue Service
regulations to reflect changes in the cost of living. Employees who retire, die,
become disabled or terminate their employment for any other reason would receive
the value of the vested portion of their accounts, in cash or stock. Employees
vest in their accounts in accordance with a vesting schedule based on years of
credited service. In 1999 and 1998, the Company contributed to the ESOP 23,662
and 16,445 additional shares of Common Stock valued at $50,282 and $53,445,
respectively, based upon the then current bid price of the Company's common
stock of $2.125, and $3.25. No shares were contributed to the ESOP in 2000.

UNIVERSITY BANK 401(K) PROFIT SHARING PLAN. The Bank established a new
401(k) Profit Sharing Plan (the "401(k) Plan"), effective January 1, 1996, which
allows an employee of the Company or any of its subsidiaries who has reached age
18 and has completed one year of service to elect to reduce their compensation
by up to 12% (subject to specified maximum limitations) and have such amounts
contributed on their behalf to the 401(k) Plan. The 401(k) Plan provides for
matching employer contributions for each employee who elects to reduce his or
her compensation. The amount of matching contribution is up to the sole
discretion of the employer. The employer can also make additional discretionary
contributions for participating employees. The sum of an employee's salary
reductions, and the matching and discretionary contributions and forfeitures
allocated to an employee in the year could not exceed the lesser of $30,000 or
25 percent of his or her compensation for the year, subject to indexing in
accordance with Internal Revenue Service regulations to reflect changes in the
cost of living. Participants in the 401(k) Plan who retire, die or terminate
their employment for any other reason after having completed at least five years
of service would receive the total amount of their account; others receive their
own salary reduction contributions plus only a portion of any employer matching
contributions based on a vesting schedule. No matching contributions were made
by the Bank for the years ended December 31, 2000 and 1999.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May 1993, a Rural Business and Industrial Development Company now called
Michigan BIDCO, Inc. was established (the "BIDCO"). The BIDCO is licensed by the
Michigan Financial Institutions Bureau (the "FIB") under the State of Michigan
BIDCO program, and regulated and examined by the Bank & Trust Division

of the FIB. The BIDCO invests in businesses in Michigan with the objective of
fostering job growth and economic development.

Joseph L. Ranzini is the President and Chairman of the Board of BIDCO and
Stephen Lange Ranzini is the Treasurer. Stephen Lange Ranzini received $25,500
in salary, SEP IRA and board fee compensation from BIDCO in 2000. Joseph L.
Ranzini received $37,000 in salary, SEP IRA and board fee compensation from
BIDCO in 2000, and $2,400 in board fees from University Bank in 2000.

When the BIDCO invests in businesses, it generally requires as part of its
lending and/or investing agreement the right to designate one seat on the board
of the companies in which it invests. Staff members of the BIDCO are assigned
the task of sitting on such boards or administering such investments.
Remuneration for such assignments is paid directly to the BIDCO and none to the
individual who performs those services. In connection with his duties as
Treasurer of BIDCO, Stephen Lange Ranzini, is the President of Arbor Street
Corp. (New Jersey), the General Partner for Austin Trading Partners, LP, an
investor in a mixed office waste deinked pulp mill.

The BIDCO provides management services to Northern Michigan Foundation, an
IRS approved 501(c)3 non-profit organization, under contract. Joseph L. Ranzini
is the President and Chairman of the Board of the Foundation and Stephen Lange
Ranzini is the Treasurer and a Director. The Foundation's board of directors has
a majority of non-affiliated, independent directors. From time to time, the
Foundation, to meet its own program goals, sells participations to the BIDCO in
loan financings that it arranges. The Foundation has also from time to time
provided financing and refinancings to companies that the BIDCO has outstanding
loans to.

In 1995, the Bank, through a 100%-owned subsidiary, Arbor Street LLC
(Michigan), purchased $1,000,000 in federal low income housing tax credits
through a partnership investment in Michigan Capital Fund for Housing Limited
Partnership I, a Michigan limited partnership (the "Partnership"). The
investment consisted of a $100,000 equity purchase and the execution by Arbor
Street LLC of a $900,000 promissory note held by the Partnership (the "Note").
In connection with the execution of the Note, the Partnership required Joseph L.
Ranzini and the Ranzini Family Trust dated 12/20/89 to personally guarantee the
Note, because the Bank was prohibited from doing so by state banking
regulations.

Stephen Lange Ranzini, Paul Lange Ranzini and Dr. Joseph Lange Ranzini are
the sons of Joseph Louis Ranzini.

15
16

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountant selected to be the Company's principal
external auditor for the fiscal year ending December 31, 2000 is Grant Thornton,
LP. Crowe, Chizek & Co. was the Company's principal external auditor for the
fiscal years ending December 31, 1999 and 1998. A representative of the Grant
Thornton firm is expected to be available by speaker telephone at the Meeting.
Such representative will have an opportunity to make a statement, if he or she
desires to do so, or to respond to appropriate questions.

The Company paid a total of $118,318 in audit fees to its independent
public accountants for 2000 and the fiscal year ended December 31, 2000 through
the end of the first quarter of 2001. During that period, the Company paid $0 in
Financial Information Systems Design and Implementation Fees to its independent
public accountants and a total of $227,362 in All Other Fees to its independent
public accountants. As a result of the relatively high fees being charged, the
Company changed its independent public accounting firm during 2000.

OTHER MATTERS

The cost of proxy solicitation will be borne by the Company. Banks, brokers
and other nominees will be reimbursed for their customary expenses incurred in
connection with the forwarding of proxy materials. In addition, proxies may be
solicited, without additional compensation, by directors, officers and other
regular employees of the Company and its subsidiaries by telephone, fax, in
person, or by other electronic means.

Dated: May 24, 2001

UNIVERSITY BANCORP, INC.

This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting of Stockholders of University Bancorp, Inc. (the "Company") scheduled
for July 20, 2001.

The undersigned hereby appoints Joseph L. Ranzini, Stephen Lange Ranzini
and Paul Lange Ranzini, and each of them individually, proxies, with full power
of substitution, to vote all shares of Common Stock of the undersigned at the
Annual Meeting of Stockholders (the "Meeting") scheduled to be held on July 20,
2001, and at any adjournment(s) thereof, upon all subjects that may properly
come before the Meeting and any adjournments thereof, including the matters
described in the proxy statement furnished herewith, subject to any directions
indicated on the reverse side of this proxy. If no directions are given, the
proxies will vote "FOR" the election of all listed nominees for election as
Directors and at their direction on any other matter that may properly come
before the Meeting or any adjournment thereof.

Your vote for the election of directors, described in the proxy statement
may be indicated on the reverse side of this proxy.

The nominees for election as directors are: Keith Brenner, Robert
Goldthorpe, Joseph L. Ranzini, Dr. Joseph Lange Ranzini, Paul Lange Ranzini,
Stephen Lange Ranzini and Michael Talley.

The Board of Directors recommends a vote FOR all listed candidates for
election as Directors.

(SEE REVERSE SIDE)

This proxy, when properly executed, will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR the election as
Directors of the nominees listed on the reverse side of this proxy.

ELECTION OF DIRECTORS (see reverse side for list of nominees)

FOR WITHHELD FOR, except vote withheld from the
following nominee(s):

[ ] [ ]

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

The signer hereby revokes all proxies
heretofore given by the signer to vote at the
Meeting or any adjournment thereof.

Dated:
------------------

Stockholder: x
-----------------------
Signature

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Signature (if held jointly)

Please sign above exactly as name appears
hereon. Joint owners should each sign. When
signing as officer, attorney, executor,
administrator, trustee or guardian, please
give full title as such.