EZ BANCORP INC, SB-2, 2000-11-27

EZ BANCORP INC
SB-2, 2000-11-27

Previous: NATIONAL EQUITY TRUST LOW FIVE PORTFOLIO SERIES 36, S-6, EX-4.B, 2000-11-27

Next: EZ BANCORP INC, SB-2, EX-3.1, 2000-11-27

As filed with the Securities and Exchange Commission on November 27, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________

FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________________

eZ BANCORP, INC.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
<TABLE>
<CAPTION>

<S> <C> <C>
MICHIGAN 6712 REQUESTED
-------------------------------- -------- -----------
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

333 BRIDGE STREET, NW, SUITE 1220, GRAND RAPIDS, MICHIGAN 49504
--------------------------------------------------------------------------------
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)

MR. JOHN W. ABBOTT, PRESIDENT
eZ BANCORP, INC.
333 BRIDGE STREET, NW, SUITE 1220
GRAND RAPIDS, MICHIGAN 49504
(517) 622-5595
--------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Agent for Service)

PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
Howard S. Parris, Esquire
Stradley Ronon Housley Kantarian & Bronstein, LLP
1220 19th Street, N.W., Suite 700
Washington, D.C. 20036

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
the public: As soon as practicable after this registration
statement becomes effective.

If this Form is filed to register additional securities for an Offering pursuant
to Rule 462(b) under the Securities Act, please 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 number of the earlier effective registration for the same Offering.
[ ] ____________

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
--------------------------------- --------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT PRICE FEE
------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Common Stock 2,750,000 $10.00 $27,500,000 $7,260.00
--------------------------------- -------------------- ------------------- --------------------- ----------------
</TABLE>
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.

<PAGE>
PROSPECTUS
2,250,000 Shares (Minimum)
2,750,000 Shares (Maximum)

eZ BANCORP, INC.
COMMON STOCK
$10.00 per share
================================================================================

TERMS OF OFFERING

This is an initial public offering of shares of common stock of eZ
Bancorp, Inc. The offering price is $10.00 per share. No market exists for our
common stock, and although we have applied for listing of our common stock on
The Nasdaq SmallCap Market under the symbol "_____," we cannot assure you that
an active and liquid trading market for the common stock will develop or be
maintained.

We are offering these shares of our common stock on a best efforts,
minimum/maximum basis, directly to the community and through our underwriter,
Tucker Anthony Capital Markets, a division of Tucker Anthony Incorporated. We
will not sell any shares unless we receive subscriptions for at least 2,250,000
shares of common stock. Tucker Anthony is only required to use its best efforts
to sell the shares of common stock. Investors' funds will be deposited in an
escrow account with ______________ until closing. The minimum subscription is
500 shares. The maximum subscription is 56,250 shares (equal to 2.5% of the
minimum number of shares we are required to sell). We may permit smaller or
larger purchases in our discretion. This offering will end on _________, 2001,
or earlier if we sell all of the shares before that date. In addition, we have
the option to extend the offering until ______________, 2001. We will not extend
the offering after ______________, 2001. Because of the time period required to
put in place eZCommunityBank.com's Web-based and data-processing dependent
infrastructure, there may be a period of up to 90 days from the time the
offering is completed until eZCommunityBank.com opens for business. Our common
stock will not trade until we receive our final approvals and commence our
operations. You will not have the use of your money during this period and will
not be able to sell the shares for which you have subscribed and will purchase.

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 COMMON STOCK.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>

OFFERING PRICE OFFERING EXPENSES NET PROCEEDS TO COMPANY
-------------- ----------------- -----------------------

<S> <C> <C> <C>
Per share minimum $ 10.00 $ 0.64 $ 9.36
Total minimum $ 22,500,000 $ 1,450,250 $ 21,049,750
Per share maximum $ 10.00 $ 0.65 $ 9.35
Total maximum $ 27,500,000 $ 1,800,250 $ 25,699,750
</TABLE>

We must receive your order no later than 12:00 Noon, Eastern Time, on
___________, 2001. We may terminate the offering at any time without notice or
extend the offering until ________, 2001. Pending completion or termination of
the offering, we will place funds we receive for stock purchases in a segregated
savings account with our escrow agent who will hold the funds until we sell at
least the minimum number of shares. If we are unable to sell the minimum number
of shares before the end of the offering period, as extended, we will promptly
return to the subscribers all funds received, without interest. For three years
after the offering, Tucker Anthony has the option, but not the obligation to
purchase up to 2% of the shares of common stock sold in this offering, on the
same terms provided for in this offering.

FOR INFORMATION ON HOW TO SUBSCRIBE, SEE THE SUBSCRIPTION PROCEDURES DISCUSSED
IN THIS PROSPECTUS, OR CALL THE STOCK INFORMATION CENTER AT (___) ___-____.
TUCKER ANTHONY CLIENTS WHO WISH TO PURCHASE SHARES THROUGH TUCKER ANTHONY SHOULD
CONTACT TUCKER ANTHONY FOR INSTRUCTIONS ON HOW TO PURCHASE SHARES.

TUCKER ANTHONY CAPITAL MARKETS
The date of this Prospectus is ___________, 2001

<PAGE>

TABLE OF CONTENTS

Page
----

Map of eZCommunityBank.com Market Area........................................1
Forward Looking Statements....................................................1
Prospectus Summary............................................................2
eZ Bancorp, Inc. and eZCommunityBank.com......................................2
Organizers and Directors......................................................3
The Offering..................................................................4
Risk Factors..................................................................5

Risk Factors..................................................................6
We Do Not Expect Our Stock Will Have an Active Trading Market............6
If We Don't Sell The Minimum Number of Shares, You Will Have
Temporarily Lost The Use Of Your Subscription Funds While
They Are Held In Escrow And You Will Not Earn Interest On
Funds Held In Escrow...................................................6
If Our Final Regulatory Approvals Are Not Granted, You Could Lose
A Portion of Your Investment...........................................6
We Have No Operating History Upon Which To Evaluate Our Future
Success, And We Do Not Expect To Be Profitable Initially...............6
We May be Unsuccessful In Establishing a New Bank........................6
ThereWill Be A Period Of Up To 90 Days From The Completion Of The
Offering Until We Open For Business During Which Time You
Will Not Have Your Money And The Common Stock Will Not Trade...........7
Our Board of Directors Established An Arbitrary Offering Price,
Which May Not Reflect The Value of An Investment In Our Stock..........7
We Do Not Intend To Pay Dividends In The Forseeable Future...............7
Our Strategy of Deploying Deposit Proceeds To Acquire Loans
Involves Risks Resulting From Our Reliance On Others...................7
eZCommunityBank.com Will Face Substantial Competition Which Could
Adversely Affect Our Growth and Operating Results......................8
We Need To Maintain Adequate Capital Ratios To Support Our Growth,
Which May Require The Sale of Additional Shares Causing
Dilution...............................................................8
Changes In Interest Rates May Adversely Affect Our Operating Results.....8
eZCommunityBank.com Will Depend On The Continued Growth Of The
Internet And Online Commerce...........................................9
Internet Banking May Not Become Widely Accepted..........................9
The Ability Of eZCommunityBank.com To Compete May Suffer If It
Cannot Take Advantage Of Technological Changes.........................9
The Success Of eZCommunityBank.com Could Be Severely Damaged By
System Failures.......................................................10
The Success Of eZCommunityBank.com Could Be Severely Damaged By
Security Risks........................................................10
Reliance On Fiserv And Other Service Providers Leads To Increased
Risks.................................................................10
We Will Be Dependent On Management Of eZ Bancorp And
eZCommunityBank.com...................................................10
Robert H. Becker, Chairman Of The Board, And John W. Abbott, Chief
Executive Officer, Have Signed Non-Compete Agreements Which Will
Limit the Solicitation Of Deposits From Certain Areas Until July
2002..................................................................11
The Articles Of Incorporation Of eZ Bancorp And Federal And State
Law Contain Anti-takeover Provisions..................................11
eZ Bancorp Management And Their Affiliates Could Have The Power
To Block Certain Stockholder Approvals................................11
Government Regulation Might Negatively Impact Our Operating
Results...............................................................11

eZ Bancorp, Inc. and eZCommunityBank.com.....................................12

The Offering.................................................................12

General......................................................................12
Method of Subscription..................................................13
Escrow Account; Return of Funds Upon Failure to Complete the
Offering or Upon Liquidation..........................................13
Acceptance and Refunding of Subscriptions...............................14
Limited Market for Shares...............................................14
Plan of Distribution and Marketing Agent................................15

Use of Proceeds..............................................................15

Capitalization...............................................................17
<PAGE>

Dividend Policy..............................................................17

Proposed Business of eZ Bancorp..............................................17

Proposed Business of eZCommunityBank.com.....................................18
Description of Proposed Services........................................19
Bank Location, Market Area and Target Market............................19
Asset Management........................................................20

Software.....................................................................20
Security and Disaster Recovery Plan.....................................21

Competition..................................................................22

Employees....................................................................22

Properties...................................................................22

Management's Plan of Operation...............................................22

General......................................................................22

Management...................................................................23
Directors and Executive Officers........................................23
Director Compensation...................................................25
Employment and Executive Compensation Arrangements......................25
Securities Ownership of Management......................................26

Certain Transactions.........................................................28

Supervision and Regulation...................................................28
General.................................................................28
Financial Modernization Legislation.....................................29
eZ Bancorp..............................................................29
eZCommunityBank.com.....................................................31

Description of Capital Stock.................................................35
Common Stock............................................................35
Market for Common Stock.................................................36
Preferred Stock.........................................................36
Shares Available for Issuance...........................................36
Anti-Takeover Provisions Under Michigan Law and in eZ Bancorp's
Articles of Incorporation.............................................37
Indemnification of Directors and Officers...............................40

Shares Eligible for Future Sale..............................................41

Legal Proceedings............................................................41

Legal Matters................................................................42

Experts......................................................................42

Where You Can Find More Information..........................................42

Financial Statements.........................................................43
Index to Financial Statements...........................................43
Report of Independent Auditors..........................................44
Balance Sheet - eZ Bancorp, Inc.........................................45
Balance Sheet - EBC Development, LLC....................................46
Statements of Income - EBC Development, LLC.............................47
Statement of Members' Capital (Deficit) - EBC Development, LLC..........48
Statements of Cash Flows - EBC Development, LLC.........................49
Notes to Financial Statements...........................................50

<PAGE>

eZ BANCORP, INC.
eZCOMMUNITYBANK.COM
GRAND RAPIDS, MICHIGAN

[MAP OF eZCOMMUNITYBANK.COM
MARKET AREA APPEARS HERE.]

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

FOWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements concerning
certain aspects of the business of eZ Bancorp and eZCommunityBank.com. 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. We undertake 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.

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

1
<PAGE>

PROSPECTUS SUMMARY

Because this is a summary, it does not contain all of the information
that may be important to you. You should read carefully the entire Prospectus,
including the information under "Risk Factors", before making any decision to
buy our common stock. References to "we" in this Prospectus may mean eZ Bancorp,
Inc. or eZCommunityBank.com, as the context requires.

eZ BANCORP, INC. AND eZCOMMUNITYBANK.COM

eZ Bancorp, Inc. was incorporated in Michigan on November 7, 2000 to be
a bank holding company. Subject to regulatory approvals, we will use at least
$19,758,750 of the proceeds of this offering to purchase all of the shares of
our common stock of eZCommunityBank.com, a Michigan state-chartered commercial
bank in the process of organization.

eZCommunityBank.com is being organized by a group of individuals active
in business, professional, banking, and financial activities in Central
Michigan, to offer retail banking products and services primarily over the
Internet. As the organizers, we are six former officers of the previously
acquired (in 1999) Community First Bank, Lansing, Michigan, and we believe the
banking needs of our target market area are not served adequately by many of the
larger out-of-state financial institutions that have acquired many of the local
community banks and thrifts. We also believe that because eZCommunityBank.com
will offer its services primarily over the Internet, it will provide consumers
with more convenient and economically efficient banking services. Although
eZCommunityBank.com will be an Internet bank, as a state-chartered and operated
financial institution, eZCommunityBank.com will provide Michigan consumers with
an alternative to out-of-state institutions. eZCommunityBank.com will emphasize
deposit products and bill payment services. We will offer our customers
traditional banking services using the Internet as our primary delivery channel.
In addition to the Internet, our customers will be able to conduct their banking
through various other channels, including ATMs, debit cards, direct deposit, and
through our call center. We believe our customers will welcome the convenience
of 24-hour banking. We also believe our cost of operations will be significantly
lower than banks using the traditional brick and mortar approach. Our efficient
operation will enable us to offer our products and services at attractive
pricing. We will assist customers in obtaining other traditional retail banking
products such as loans and investment products through our alliances with
third-party vendors. In addition, we plan to position eZCommunityBank.com as a
local community bank in our targeted market areas. Providing outstanding
customer service will be among our highest priorities. We are committed to
delivering quality banking products through our Bank and our partnerships.

eZCommunityBank.com has not yet opened and will not do so unless this
offering is completed, the approvals of the Michigan Office of Financial and
Insurance Services, Division of Financial Institutions, the Board of Governors
of the Federal Reserve System and the Federal Deposit Insurance Corporation are
obtained to open as a state-chartered commercial bank and certain pre-opening
procedures are completed. We will focus our marketing efforts initially in two
of the largest metropolitan areas in Michigan - the Southeastern Michigan (the
Detroit standard metropolitan statistical area) and Grand Rapids markets. The
Bank has targeted nine of the most populated metropolitan markets in Michigan
(except Ingham, Eaton and Clinton counties) as our geographic boundaries, where
we will expand our marketing efforts as our business expands. We selected these
boundaries because of the high concentration of deposit dollars and households
that meet our demographic profile. Southeastern Michigan and Grand Rapids have
71% of the households that fit our demographic profile within our nine
metropolitan markets, and have 78% of the deposit dollars available in these
nine markets. In addition, these two markets are within a "software belt" that
arches from Southeastern Michigan, to Ann Arbor, to Grand Rapids. The
Information Technology industry has grown to more than 5,500 companies
concentrated in the Ann Arbor-Troy-Farmington Hills axis, and some 3,000
software firms along this "software belt" (Troy and Farmington Hills are also in
Southeastern Michigan). As a result, Michigan ranks fifth in the United States
in software services employment. In addition, the state has been recognized as
having the most technologically advanced telecommunication infrastructure of any
location in North America linking virtually every community in Michigan. The
population that meets our demographic profile from Southeastern Michigan to
Grand Rapids is also within this "software belt."

We currently anticipate that eZCommunityBank.com will open in the
second quarter of 2001, although delays may be encountered. Our corporate
headquarters are located at ___________, Grand Rapids, Michigan ____. The
telephone number for eZ Bancorp, Inc. is (517) 622-5595. See "eZ Bancorp and
eZCommunityBank.com,"

2
<PAGE>

"Proposed Business of eZ Bancorp," and "Proposed Business of eZCommunityBank.com
" for more information about us, our proposed banking subsidiary and our
business plans.

ORGANIZERS AND DIRECTORS

The following six individuals are the organizers of eZ Bancorp, Inc. and
eZCommunityBank.com. They will also serve as executive officers of these
entities.

JOHN W. ABBOTT, 53, will serve as Director, President and Chief Executive
Officer of eZ Bancorp, Inc. and eZCommunityBank.com. Mr. Abbott was Executive
Vice President and Chief Operating Officer of CFSB Bancorp, Inc. and its sole
subsidiary, Community First Bank, a state-chartered savings bank headquartered
in Lansing, Michigan until the companies were acquired by Old Kent Financial
Corporation. CFSB Bancorp, Inc. was a publicly traded thrift holding company
with approximately $900 million in assets. As Chief Operating Officer, Mr.
Abbott had overall responsibility for lending, finance, deposits, retail branch
administration, marketing, operations, data processing and strategic planning.

RICHARD J. BENSON, 43, will be Vice President and Chief Technology Officer
of eZCommunityBank.com. Mr. Benson joined Community First Bank in March 1994 as
Vice President-Data Processing Manager.

RICK L. LABER, CPA, 43, will serve as Vice President and Chief Financial
Officer of both entities. From August 1997 to July 1999, Mr. Laber was Vice
President, Chief Financial Officer and Treasurer of CFSB Bancorp, Inc. and
Community First Bank. In addition, he was Chairman of Community First Bank's
Asset/Liability Committee, Investment Committee and Asset Classification
Committee.

JACK G. NIMPHIE, 51, will serve as Vice President and Chief Information
Officer of eZCommunityBank.com. Mr. Nimphie was most recently Senior Vice
President - Director of Operations of Community First Bank. He was appointed to
that position in October 1996.

SALLY A. PETERS, 48, will serve as Vice President and Chief Marketing
Officer of eZCommunityBank.com. Ms. Peters was Vice President - Director of
Marketing at Community First Bank from February 1994 until July 1999. In
addition, Ms. Peters was Chairman of Community First Bank's Pricing and Product
Development Committee and Corporate Retail Sales Meetings.

C. WAYNE WEAVER, 47, will serve as Vice President, Treasurer and Secretary
of eZ Bancorp, Inc. and Vice President and Chief Financial Services Officer of
eZCommunityBank.com. Mr. Weaver was Senior Vice President - Director of Retail
Banking for Community First Bank, for which he had served in various capacities
since 1975.

In addition to Mr. Abbott, the following individuals will serve as the
initial directors of eZ Bancorp and eZCommunityBank.com.

THOMAS M. DIBLE, Age 50, Director. Mr. Dible is President of Dible
Builders, Inc. a residential and commercial real estate development and building
company he established in 1984. The company is located in Grand Ledge, Michigan.

FRANK H. FREUND, Age 40, Director. Mr. Freund is currently Chief Financial
Officer for Mutual Insurance Corporation of America, East Lansing, Michigan. He
has held this position since October 1997. He is a CPA and from 1994 until 1997,
served as an audit senior manager with Deloitte & Touche, a national accounting
firm. Prior to that he was an audit senior manager with a local firm and from
1982 until 1993 he was an auditor with a national accounting firm.

3
<PAGE>

JAMES L. REUTTER, Age 67, Director. Mr. Reutter is the Chairman of Lansing
Ice and Fuel Company, Lansing, Michigan, and Vice President of O'Dell Ice
Company, Coleman, Michigan. He also serves as a Director of Michigan Millers
Mutual Insurance Company. Mr. Reutter was Chairman of CFSB Bancorp, Inc. and
Community First Bank from 1988 until 1999. He serves as Trustee and Treasurer of
the Thoman Foundation, is past Chairman of Lansing Community College and
currently serves as a Trustee of the Lansing Community College Foundation.

HARRY K. KANTARIAN, Age 49, Director. Since March 1, 2000, Mr. Kantarian
has served as Of Counsel to the law firm of Stradley Ronon Housley Kantarian &
Bronstein, LLP, Washington, D.C. Prior to that time, and since its founding in
1981, Mr. Kantarian was a member of the law firm of Housley Kantarian &
Bronstein, P.C., located in Washington D.C.

JOHN D. BAMBERGER, Age 45, Director. Mr. Bamberger is currently President
and Chief Executive Officer of SequoiaNET.com in Auburn Hills, Michigan, a
subsidiary of Analysts International located in Minneapolis, Minnesota. He has
held that position since 1990. SequoiaNet.com is a provider of network
integration products and services. He is also a Vice President at Analysts
International, a position he has held since April 2000. Analysts International
is an information technology services company that provides eBusiness management
services, technology staffing and consulting. Prior to 1990, Mr. Bamberger was a
District Manager with Unisys. He was named 1999 Entrepreneur of the Year in
Michigan in the computer services category by Ernst & Young.

THE OFFERING

Shares Offered A minimum of 2,250,000 and a maximum
of 2,750,000 shares of common stock. We must
receive and accept subscriptions for a
minimum of 2,250,000 shares before we will
sell any shares in this offering.

Subscription Price $10.00 per share.

Termination Date _____________, 2001, unless we terminate the
offering earlier or extend it to a date not
later than ____________, 2001. Subscribers
will not be advised if the offering is
extended. Because of the time period
required to put in place
eZCommunityBank.com's Web-based and data-
processing dependent infrastructure, there
may be a period of up to 90 days from the
time the offering is completed until
eZCommunityBank.com opens for business.
Our common stock will not trade until we
receive our final approvals and commence our
operations. You will not have the use of
your money during this period and will not
be able to sell the shares for which you
have subscribed and will purchase.

Minimum Subscription 500 shares ($5,000), although we may permit
smaller subscriptions in our discretion.

Maximum Subscription 56,250 shares or 2.5% of the total number of
shares sold at the minimum of the offering,
although we may permit larger purchases at
our discretion. See "The Offering
- General."

Subscription Procedures To subscribe for shares of common stock,
subscribers must fully complete the
Subscription Agreement and deliver the
Subscription Agreement, together with
full payment of the offering price for all
shares subscribed for, to the eZ
Bancorp Stock Information Center, at
______________________________, ___________,
__________, _____. Subscriptions must be
paid in full with a check or money order
payable to "_____________________, escrow
agent for eZ Bancorp." When using the U.S.
Postal Service, allow sufficient time for
the Subscription Agreement and payment to
arrive at the Stock Information Center
prior to the termination of the offering.
Late delivery will not be accepted unless
we determine otherwise. We reserve the right
to accept or reject subscriptions, in

4
<PAGE>
whole or in part, for any or for no reason.
Once subscriptions are received by the Stock
Information Center, they cannot be revoked
by the subscriber, unless otherwise required
by state law. Tucker Anthony clients who
wish to purchase shares through Tucker
Anthony should contact Tucker Anthony
for information on how to purchase shares.

Gross Proceeds of the Offering $22,500,000 if the minimum number of shares
are sold, or $27,500,000 if the maximum
number of shares are sold. Funds will be
held in escrow from receipt until all
preliminary regulatory approvals are
received.

Use of Proceeds We will use $2,741,250 of the net proceeds
of the offering to pay certain
organizational and offering expenses and
costs, some of which have been advanced
by the organizers, and a minimum of
$19,758,750 of the net proceeds of the
offering to purchase all of the shares of
common stock of eZCommunityBank.com.
If more than the minimum number of shares is
sold, some or all of the additional
funds may be retained by eZ Bancorp. Funds
held by eZ Bancorp will be invested,
or held for corporate purposes or further
contributions to eZCommunityBank.com's
capitalization.

eZCommunityBank.com will use the proceeds
received from eZ Bancorp to repay or to pay
certain organizational and operating costs,
to acquire and establish the required
Internet business infrastructure, to furnish
and equip facilities for eZCommunityBank.com
and for working capital and general
corporate purposes of eZCommunityBank.com.
See "Use of Proceeds."

Organizers and Directors It is currently expected that six organizers
Intent to Purchase Shares of eZ Bancorp, and the persons who will
of Common Stock serve as directors of eZ Bancorp (together
with their affiliates) will purchase
approximately 19% of the common stock at
the minimum number of shares, or 420,000
shares, for a total initial investment of
approximately $4,200,000.

Market for Common Stock This is an initial public offering of shares
of common stock of eZ Bancorp, Inc. No
market exists for the common stock, and
although we have applied for listing of the
common stock on The Nasdaq SmallCap Market
under the symbol "_____," we cannot assure
you that an active and liquid trading
market for the common stock will develop or
be maintained.

RISK FACTORS

An investment in our common stock involves substantial risk. Investors
should not invest any funds in the offering unless they can afford to lose their
entire investment. You should read carefully the section called "Risk Factors,"
commencing on page 6 for certain considerations relevant to investing in the
common stock.

5
<PAGE>

RISK FACTORS

An investment in our common stock involves substantial risks. You should
carefully read the following, together with the other information in this
Prospectus, before making a decision to purchase the common stock.

WE DO NOT EXPECT OUR STOCK WILL HAVE AN ACTIVE TRADING MARKET.

As a newly organized company, we have issued only 60 shares of common stock
in connection with our organization, and consequently there is no current
established market for our common stock. We have applied to have the common
stock listed on The Nasdaq SmallCap Market under the symbol "_____" conditioned
upon completion of the offering, the receipt of all regulatory approvals and the
satisfaction of Nasdaq SmallCap Market entry requirements. Tucker Anthony has
advised us that it intends to act as a market maker for the common stock, but is
not obligated to do so. In addition, together with Tucker Anthony, we will seek
to encourage and assist at least two other market makers (initially) to make a
market in the common stock. We believe we will be successful in finding a second
and third market maker. No assurance can be given, however, that an active and
liquid market for the common stock will develop. Further, no assurance can be
given that an investor will be able to sell the common stock at or above the
initial offering price. See "The Offering -- Limited Market for Shares" for more
information about trading of our shares.

IF WE DON'T SELL THE MINIMUM NUMBER OF SHARES, YOU WILL HAVE TEMPORARILY LOST
THE USE OF YOUR SUBSCRIPTION FUNDS WHILE THEY ARE HELD IN ESCROW AND YOU WILL
NOT EARN INTEREST ON FUNDS HELD IN ESCROW.

Our common stock is being sold on a "best efforts" basis, with the
assistance of Tucker Anthony. However, the sale of the minimum number of shares
is not guaranteed. If we do not receive subscriptions for the minimum number of
shares, the offering will not be completed, and subscriber funds will be
returned, without interest or deduction. In this event, subscribers will have
lost the use of their funds during the offering period.

IF OUR FINAL REGULATORY APPROVALS ARE NOT GRANTED, YOU COULD LOSE A PORTION OF
YOUR INVESTMENT.

If offering proceeds are released from escrow but eZCommunityBank.com fails
to receive final regulatory approvals or does not open for any other reason, we
intend to propose that the stockholders approve a plan to liquidate eZ Bancorp.
If eZ Bancorp is dissolved, its net assets (generally consisting of the amounts
received in the offering plus any interest earned on those amounts, less the
amount of all costs and expenses incurred by eZ Bancorp) would be distributed to
stockholders. The amounts distributed in liquidation to stockholders may be
substantially less than the amount they paid for their shares of stock.

WE HAVE NO OPERATING HISTORY UPON WHICH TO EVALUATE OUR FUTURE SUCCESS, AND WE
DO NOT EXPECT TO BE PROFITABLE INITIALLY.

eZ Bancorp and eZCommunityBank.com are in the process of organization and
neither has any prior operating history. Profitability will depend on the
results of operations of the principal asset, eZCommunityBank.com. We expect
that eZCommunityBank.com will incur operating losses during its initial years of
operation, and may not achieve profitability, if at all, for at least two years.
If we decide to make changes to the existing business plan, such as expanding
the product or service offerings or opening branch offices, that decision may
further delay profitability because of increased expenses, and because the
changes may not enhance results of operations as anticipated.

WE MAY BE UNSUCCESSFUL IN ESTABLISHING A NEW BANK.

As a newly organized institution we will rely on our officers and directors
to put in place eZCommunityBank.com's web-based and data-processing dependent
infrastructure, to establish and outfit appropriate facilities for
eZCommunityBank.com, hire staff, develop and implement marketing and business
development strategies and evaluate potential future lines of business in
addition to eZCommunityBank.com's core deposit products and bill payment
services. The board of directors will have substantial discretion in these
matters, and we cannot guarantee that they will be successful in establishing a
new bank in a competitive market.

6
<PAGE>

THERE WILL BE A PERIOD OF UP TO 90 DAYS FROM THE COMPLETION OF THE OFFERING
UNTIL WE OPEN FOR BUSINESS DURING WHICH TIME YOU WILL NOT HAVE YOUR MONEY AND
THE COMMON STOCK WILL NOT TRADE.

Because of the time period required to put in place
eZCommunityBank.com's Web-based and data-processing dependent infrastructure,
there may be a period of up to 90 days from the time the offering is completed
until eZCommunityBank.com opens for business. Once eZCommunityBank.com opens for
business, which we currently expect in the second quarter of 2001, we will begin
the banking operations described in this Prospectus under the caption "Proposed
Business of eZCommunityBank.com." However, our common stock will not trade until
we receive our final approvals and commence our operations. You will not have
the use of your money during this period and will not be able to sell the shares
for which you have subscribed and will purchase. If eZCommunityBank.com fails to
open for any reason, we intend to propose that stockholders approve a plan to
liquidate eZ Bancorp.

OUR BOARD OF DIRECTORS ESTABLISHED AN ARBITRARY OFFERING PRICE, WHICH MAY NOT
REFLECT THE VALUE OF AN INVESTMENT IN OUR STOCK.

Our board of directors arbitrarily determined the offering price of the
shares offered by this Prospectus. We did not engage an independent investment
banking firm to assist in determining the offering price. The $10.00 per share
price bears no relationship to the assets, earnings, book value or other
established measure of value of eZ Bancorp or eZCommunityBank.com. In addition
there can be no assurance that an investor will be able to sell the common stock
at or above the initial offering price. In fixing the price the board considered
primarily the subscription prices of securities offered by other newly organized
financial institutions and bank holding companies.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

eZCommunityBank.com will be the wholly owned subsidiary of eZ Bancorp
and, initially, will be our principal source of revenue. We anticipate that
eZCommunityBank.com will incur losses during its initial phase of operations,
and we do not expect to pay any dividends in the foreseeable future. In fact,
our regulatory approvals will likely not allow us to pay dividends for the first
three years of our operations. Even if eZCommunityBank.com and eZ Bancorp have
earnings in an amount sufficient to pay dividends, we intend to retain earnings
for the purpose of funding the growth of eZ Bancorp and eZCommunityBank.com. See
"Dividend Policy" and "Supervision and Regulation" for information about factors
affecting our ability to pay dividends.

OUR STRATEGY OF DEPLOYING DEPOSIT PROCEEDS TO ACQUIRE LOANS INVOLVES RISKS
RESULTING FROM OUR RELIANCE ON OTHERS.

eZCommunityBank.com will offer its customers mortgage loans through
third party providers utilizing links between the Bank's Web site and the Web
site of the third party providers. Such products will not be owned or serviced
by eZCommunityBank.com. These loan transactions will only provide fee income to
the Bank and will not provide an earning asset. eZCommunityBank.com has
identified and contacted certain providers of such products, but has not yet
entered into contracts with any of these potential partners.

Because we will not originate loans, the loan portfolio of
eZCommunityBank.com will consist primarily of Freddie Mac and/or Fannie Mae
conforming or jumbo one- to four-family mortgage loans purchased through third
parties. These whole loan purchases will be purchased, net of servicing. Our
success will largely depend upon our ability to maintain such relationships with
providers who can fulfill our demand for mortgages at a competitive yield. If
the interest rate environment changes or those relationships are not maintained,
we may be unable to invest in loans carrying interest rates sufficient to
generate the required yield. This could have a significant negative effect on
our ability to generate revenue and income. In addition, because we will be
purchasing loans, we will be relying on other institutions' loan underwriting
procedures in originating good asset quality, adequately secured loans. If these
underwriting procedures are inadequate, this could have a negative impact on our
operating results. See "Proposed Business of eZCommunityBank.com -- Description
of Proposed Services" for more information about our proposed loan portfolio and
the associated risks.

7
<PAGE>

eZCOMMUNITYBANK.COM WILL FACE SUBSTANTIAL COMPETITION WHICH COULD ADVERSELY
AFFECT OUR GROWTH AND OPERATING RESULTS.

Numerous competitors are currently offering online banking services.
These competitors include Internet banks and traditional financial institutions
offering Internet banking services. Competition may eventually come from other
sources including insurance companies, software companies and securities trading
firms. We believe there will be a continuous increase of financial institutions
offering these services.

Certainly as the use of the Internet continues to grow, and competition
in the financial services arena intensifies, consumers will be able to access
banking products and services from any financial institution operating over the
Internet, regardless of size and location. However, we believe there is a market
for the Internet users who want the security of banking with the high-tech
"community bank," operating primarily over the Internet, that is easy to use,
and is a familiar name in their neighborhood.

eZCommunityBank.com will operate in a competitive market for financial
services and will face intense competition in attracting deposits. Many of these
financial institutions, including financial institutions using the Internet as a
primary means of conducting business, have been in business for many years, are
significantly larger, have established customer bases and greater financial
resources and lending limits than eZCommunityBank.com and are able to offer
certain services that eZCommunityBank.com is not able to offer. As an Internet
bank, eZCommunityBank.com expects competition to intensify in the future as the
availability of financial industry services and products on the Internet
increases. Because of the size of the Internet, there can be no assurance that
eZCommunityBank.com has identified or considered all possible present and future
competitors, or how successful we will be in competing with them.

WE NEED TO MAINTAIN ADEQUATE CAPITAL RATIOS TO SUPPORT OUR GROWTH, WHICH MAY
REQUIRE THE SALE OF ADDITIONAL SHARES CAUSING SHARE DILUTION.

We anticipate that our initial capital, including the net proceeds of
the sale of our common stock offered hereby, will adequately satisfy our capital
requirements for the foreseeable future. Future capital requirements, however,
depend on many factors, including our growth rate. To the extent that the funds
generated by the offering are insufficient to fund future growth or operating
requirements, or to satisfy regulatory capital requirements, it may be necessary
to raise additional funds through public or private financing. Any equity or
debt financings, if available at all, may be on terms which are not favorable to
us, and, in the case of equity financings, could result in dilution of our
then-existing stockholders' interests. If adequate capital is not available, we
would be subject to an increased level of regulatory supervision and our
business, operating results, and financial condition could be adversely
affected.

Additional dilution will result from the issuance of shares as part of
compensating our officers, directors and key employees through the grant of
stock options, and through the exercise of an option granted to Tucker Anthony
to purchase up to an additional 2% of the common stock at any time during the
three years following the offering.

CHANGES IN INTEREST RATES MAY ADVERSELY AFFECT OUR OPERATING RESULTS.

The revenues of eZCommunityBank.com will substantially depend on its
net interest income, which is the difference between the interest income earned
on its interest-earning assets and the interest expense paid on its
interest-bearing liabilities. This is commonly referred to as the interest rate
spread. As with most depository institutions, our earnings will be affected by
changes in market interest rates and other economic factors beyond our control.
If an institution's interest-earning assets have longer effective maturities
than its interest-bearing liabilities, the yield on the institution's
interest-earning assets generally will adjust more slowly than the cost of its
interest-bearing liabilities, and, as a result, the institution's net interest
income generally will be adversely affected by material and prolonged increases
in interest rates and positively affected by comparable declines in interest
rates. For most financial institutions the dollar amount of interest-bearing
liabilities which re-price within specific time periods, either through maturity
or rate adjustment, exceeds the dollar amount of interest-earning assets which
re-price within such time periods. As a result, the net interest income of these
institutions would be expected to be negatively impacted by increases in
interest rates. In addition, we will likely be required to pay a higher interest
rate

8
<PAGE>
in order to attract deposits, when compared to non-Internet banks. Therefore,
our interest rate spread is expected to be somewhat narrower than for
non-Internet banks. This will only magnify the importance of our ability to
address the matching of assets and liabilities in order to provide an acceptable
interest rate spread.

In addition to affecting interest income and expense and the resulting
interest rate spread, changes in interest rates also can affect the value of the
Bank's interest-earning assets, comprising fixed- and adjustable-rate
instruments, as well as the ability to realize gains from the sale of such
assets. Generally, the value of fixed-rate instruments fluctuates inversely with
changes in interest rates.

eZCOMMUNITYBANK.COM WILL DEPEND ON THE CONTINUED GROWTH OF THE INTERNET AND
ONLINE COMMERCE.

Our future success depends substantially on continued growth in use of
the Internet. The Internet is, however, a relatively new commercial marketplace
and may not continue to grow. If Internet use does not continue to grow, our
business, financial condition, results of operations and cash flows could be
materially adversely affected.

In addition, to the extent that the Internet continues to experience
significant growth in the number of users, frequency of use or an increase in
its bandwidth requirements, there can be no assurance that the infrastructure
for the Internet will be able to support the demands placed upon it. In
addition, the Internet could lose its viability because of delays in the
development or adoption of new standards and protocols required to handle
increased levels of Internet activity, or because of increased government
regulation. Changes in or insufficient availability of telecommunications
services to support the Internet also could result in slower response times and
adversely affect usage of the Internet generally and eZCommunityBank.com in
particular. If use of the Internet does not continue to grow or grows more
slowly than expected, if the infrastructure of the Internet does not effectively
support growth that may occur, or if competition causes the Internet to become
an unworkable commercial forum and location for eZCommunityBank.com's business,
our operating results and financial condition could be materially adversely
affected.

INTERNET BANKING MAY NOT BECOME WIDELY ACCEPTED

The market for Internet banking services is rapidly evolving and the
ultimate demand for and market acceptance of Internet banking remains uncertain.
Market acceptance of Internet banking depends on consumer willingness to use the
Internet for general commercial and financial services transactions. Other
critical issues concerning the commercial use of the Internet (including
reliability, cost, ease of use and access and quality of service) may also
impact the growth of Internet use. Consequently, Internet banking may not become
as widely accepted as traditional forms of banking. Our business, financial
condition, results of operations and cash flows could be materially adversely
affected if the Internet banking market does not continue to develop.

THE ABILITY OF eZCOMMUNITYBANK.COM TO COMPETE MAY SUFFER IF IT CANNOT TAKE
ADVANTAGE OF TECHNOLOGICAL CHANGES.

To remain competitive, eZCommunityBank.com must continue to enhance and
improve the responsiveness, functionality and features of its services. The
market for financial services, including banking services and consumer finance
services, as well as the Internet are increasingly affected by advances in
technology, changes in user and customer requirements and preferences, frequent
new product and service introductions embodying new technologies and the
emergence of new industry standards and practices. In part,
eZCommunityBank.com's success will depend on the ability of Fiserv Solutions
Inc., the company which will provide software and operational, technical and
customer support to eZCommunityBank.com, and other service providers to provide
leading technologies useful in its business, enhancements of their existing
services, development of new services and technology that addresses the
increasingly sophisticated and varied needs of its prospective customers.
eZCommunityBank.com must also be able to respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis,
which depends on its service providers' ability to develop such products. In
turn, each service provider's ability to provide these services depends on a
number of factors, including the service provider's level of capital, ability to
attract talented personnel and commitment to the business. There can be no
assurance that eZCommunityBank.com will successfully acquire or use new
technologies effectively or adapt its transaction processing systems to customer
requirements or emerging

9
<PAGE>
industry standards. You can find more information about our plans to add
services under the caption "Proposed Business of eZCommunityBank.com --
Description of Proposed Services."

THE SUCCESS OF eZCOMMUNITYBANK.COM COULD BE SEVERELY DAMAGED BY SYSTEM FAILURES.

eZCommunityBank.com's success depends largely upon its communications and
computer hardware, substantially all of which are located at the Fiserv Service
Bureau in Arlington Heights, Illinois. If there is an interruption in
communication between eZCommunityBank.com and Fiserv, communication can be
quickly reestablished. eZCommunityBank.com's recovery plan incorporates Fiserv's
comprehensive disaster recovery plan and security system, which is designed to
reinstall essential processing within 48 hours. Fiserv's recovery plan includes,
among other procedures, disaster prevention measures, which incorporate
personnel training, segregation, and tight security measures. They also include,
among other measures, heat, smoke and water detectors, battery and generator
backups, maintenance of an alternative-processing site, a plan for line
rerouting and an off-site storage facility for application files for restoration
of data. Nevertheless, eZCommunityBank.com's and Fiserv's systems could be
vulnerable to human error, damage from fire, floods, earthquakes, power loss,
telecommunications failures, break-ins, and similar events. Failure in either of
the disaster recovery plans which results in a substantial interruption in these
systems could have a material adverse effect on our business, results of
operation and financial condition. eZCommunityBank.com's coverage limits on its
property and business interruption insurance may not be adequate compensation
for all losses incurred.

THE SUCCESS OF eZCOMMUNITYBANK.COM COULD BE SEVERELY DAMAGED BY SECURITY RISKS.

eZCommunityBank.com's operations depend upon Fiserv's ability to protect
the computer systems and network infrastructures they use against damage from
physical break-ins, security breaches, viruses and other disruptive problems
caused by the Internet or other users. Such computer break-ins and other
disruptions would jeopardize the security of information stored in and
transmitted through such computer systems and network infrastructure, which may
result in significant liability to eZCommunityBank.com and deter potential
customers.

Although Fiserv intends to continue to implement security technology and
establish operational procedures to prevent damage, there can be no assurance
that these security measures will be successful. A failure of such security
measures could have a material adverse effect on the Bank's business, operating
results, and financial condition. See "Proposed Business of eZCommunityBank.com
-- Security."

eZCommunityBank.com is also a part of a developing and rapidly evolving
market of Internet and Web based electronic banking. Market acceptance of
Internet banking is substantially dependent upon the adoption of the Internet
for general commerce and financial services transactions. If another provider
for financial services through the Internet were to suffer damage from a
physical break-in, security breach, system failure or other disruptive problem
caused by the Internet or other users, such event could harm the growth and
acceptance among the public of the Internet for financial services transactions.
Such an event could deter potential customers of eZCommunityBank.com or cause
customers to leave eZCommunityBank.com and thereby have a material adverse
effect on our business, operating results and financial condition.

RELIANCE ON FISERV AND OTHER SERVICE PROVIDERS LEADS TO INCREASED RISKS.

eZCommunityBank.com plans to receive essential software, and operational,
technical and customer service support from Fiserv CBS, a software division of
Fiserv, pursuant to agreements between eZCommunityBank.com and Fiserv.
Management is negotiating a contract with Fiserv to provide all of
eZCommunityBank.com's software, principal operating functions and security and
support needs. Fiserv will be responsible for all of the connectivity between
the various systems used by eZCommunityBank.com. Any events that would damage
the services would be out of eZCommunityBank.com's control, and would have a
material adverse effect on our operations.

WE WILL BE DEPENDENT ON MANAGEMENT OF EZ BANCORP AND EZCOMMUNITYBANK.COM.

eZ Bancorp and eZCommunityBank.com are, and will continue to be dependant
on, the services of the six organizers employed as executive officers by
eZCommunityBank.com and eZ Bancorp, Inc. The loss of the services

10
<PAGE>

of any one of these key personnel could have a material adverse effect upon our
results of operations, product development efforts and ability to grow. We have
entered into employment agreements with each of the organizers.

ROBERT H. BECKER, CHAIRMAN OF THE BOARD, AND JOHN W. ABBOTT, CHIEF EXECUTIVE
OFFICER, HAVE SIGNED NON-COMPETE AGREEMENTS WHICH WILL LIMIT THE SOLICITATION OF
DEPOSITS FROM CERTAIN AREAS UNTIL JULY 2002.

Mr. Becker and Mr. Abbott, as former Chief Executive Officer and Chief
Operating Officer, respectively, of CFSB Bancorp, Inc., Lansing, Michigan, were
required to sign non-compete agreements when CFSB Bancorp, Inc. was acquired by
Old Kent Financial Corporation in July 1999. These agreements, which expire in
July 2002, limit their ability to conduct business in the same market area that
CFSB Bancorp, Inc. conducted business. As a result, until these agreements
expire, eZCommunityBank.com will not solicit or accept deposits, or market or
provide any other banking products or services to or from persons residing in
Ingham, Clinton or Eaton counties of Michigan. In addition, we will not seek
employees of Old Kent Financial Corporation from those counties. If there were
to be a violation of these agreements, any of Mr. Becker, Mr. Abbott, eZ Bancorp
or eZCommunityBank.com could be susceptible to a lawsuit, and to the payment of
damages if the lawsuit were successful.

THE ARTICLES OF INCORPORATION OF EZ BANCORP AND FEDERAL AND STATE LAW CONTAIN
ANTI-TAKEOVER PROVISIONS.

The Articles of Incorporation and Bylaws of eZ Bancorp contain certain
provisions that may be deemed to have the affect of making an acquisition of
control more difficult. These provisions include a supermajority voting
provision requiring the approval of 80% of our outstanding shares for approval
of an acquisition or merger not approved by our board of directors, and the
ability of the board of directors to issue preferred stock in one or more series
without further authorization of our stockholders. We cannot provide assurance
that our board will not issue preferred stock without stockholder approval. In
addition, the Michigan Business Corporation Act contains provisions which
require a supermajority vote of the stockholders in certain circumstances.

Federal laws require the filing of a notice or application for approval by
the Federal Reserve Board with respect to an acquisition of control of
eZCommunityBank.com.

eZ BANCORP MANAGEMENT AND THEIR AFFILIATES COULD HAVE THE POWER TO BLOCK CERTAIN
STOCKHOLDER APPROVALS.

Directors and officers of eZ Bancorp have indicated their intention to
purchase approximately 19% of the shares if the minimum number of shares is sold
and 15% of the shares if the maximum number of shares is sold. Directors and
officers or persons related or affiliated with them may purchase additional
shares in the offering. If more than 20% of the shares outstanding after the
offering are held by directors, officers and their affiliates, then this group
could, by voting against a proposal submitted to stockholders, block the
approval of any proposal which requires the affirmative vote of 80% or more of
the stockholders. Those proposals include certain business combinations and
charter amendments. See "Description of Capital Stock" for more information
about stockholder voting and other charter provisions.

GOVERNMENT REGULATION MIGHT NEGATIVELY IMPACT OUR OPERATING RESULTS.

Bank Regulation. eZ Bancorp and eZCommunityBank.com will operate in a
highly regulated environment and will be subject to examination, supervision and
comprehensive regulation by several federal and state regulatory agencies.
Banking regulations, designed primarily for the safety of depositors, may limit
the growth of eZCommunityBank.com and the return to investors by restricting
activities such as the payment of dividends, mergers with or acquisitions by
other institutions, investments, loans and interest rates and interest rates
paid on deposits. Laws and regulations could change at any time, and changes
could adversely affect our business. In addition, the cost of compliance with
regulatory requirements could adversely affect our ability to operate
profitably. See "Supervision and Regulation" for more information about
applicable banking regulations.

Internet Regulation. Because of the rapid expansion of the electronic
commerce market, many regulatory bodies are adopting measures to ensure that
their regulations are keeping pace. For example, Congress has held hearings on
whether to regulate the electronic commerce market, while numerous states are
considering adopting

11
<PAGE>
their own laws to regulate Internet banking. Furthermore, bank regulators are
considering proposing new laws relating to customer privacy. If enacted, any
such laws, rules and regulations could force us to comply with more complex and
perhaps more burdensome regulatory requirements, which could materially
adversely affect our business, financial condition, results of operations and
cash flows. In addition, a number of legislative and regulatory proposals
currently under consideration by federal, state, local and foreign governmental
organizations may lead to laws or regulations concerning various other aspects
of the Internet, including, but not limited to, on-line content, user privacy,
taxation, access charges, liability or third-party activities and jurisdiction.
Moreover, it is uncertain how existing laws relating to these issues will be
applied to the Internet. The adoption of new laws or the application of existing
laws could decrease the growth in the use of the Internet, which could in turn
decrease the demand for our products and services, increase our cost of doing
business or otherwise have a material adverse effect on our business, financial
condition, results of operations and cash flows.

eZ BANCORP AND eZCOMMUNITYBANK.COM

eZ Bancorp was incorporated under the laws of the State of Michigan on
November 7, 2000, to operate as a bank holding company. We have also filed an
application with the Board of Governors of the Federal Reserve System ("Federal
Reserve Board") for approval to become a bank holding company pursuant to the
Bank Holding Company Act of 1956, and to purchase all of the capital stock to be
issued by eZCommunityBank.com. We also filed an application for insurance of
eZCommunityBank.com's deposits with the Federal Deposit Insurance Corporation
("FDIC").

The Michigan Office of Financial and Insurance Services Division of
Financial Institutions ("DFI") issued approval on September 7, 2000 to organize
eZCommunityBank.com. The application contemplates the sale of all of the shares
of eZCommunityBank.com's common stock to eZ Bancorp for an aggregate price of at
least $19,758,750. If we raise more than $19,758,750 in net proceeds in this
offering, we may purchase additional shares of common stock of
eZCommunityBank.com, or otherwise contribute such additional proceeds to
eZCommunityBank.com, or retain a portion of the additional proceeds in eZ
Bancorp. See "Use of Proceeds."

We currently anticipate that eZCommunityBank.com will open in the
second quarter of 2001. Our ability to meet the targeted opening date depends
upon a number of factors which may be beyond our control, including the timely
completion of this offering, approval by the bank regulatory agencies, and final
development of eZCommunityBank.com's facility, implementation of data processing
capabilities and development of the Web site. Any delay in the commencement of
operations could increase the estimated pre-opening expenses of
eZCommunityBank.com.

Neither eZ Bancorp nor eZCommunityBank.com has commenced operations and
neither will do so unless the minimum number of shares are sold and
eZCommunityBank.com meets the conditions of the DFI to receive its certificate
of authority to commence the business of banking and, of the FDIC to receive
deposit insurance. eZ Bancorp also must obtain approval from the Federal Reserve
Board to become a bank holding company.

THE OFFERING
GENERAL

We are offering for sale a minimum of 2,250,000 and a maximum of
2,750,000 shares of common stock at a price of $10.00 per share. No shares will
be sold unless we receive acceptable subscriptions for a minimum of 2,250,000
shares.

Investors must subscribe to purchase a minimum of 500 shares (for a
minimum investment of $5,000), up to a maximum of 56,250 shares, or 2.5% of the
total number of shares sold at the minimum of the offering, subject to our right
to permit smaller or larger subscriptions in our discretion. The purchase of
5.0% or more of the common stock may require the subscriber to provide certain
information to, or seek the prior approval of, the Federal Reserve Board. We
will not be required to issue shares of common stock to any person who, in our
opinion, would be required to obtain prior clearance or approval from the
Federal Reserve Board for authority to own or control such shares. We reserve
the right to reduce or reject, in whole or in part, any subscription which would
require prior regulatory application or approval if such approval has not been
obtained prior to the termination date of the offering.

12
<PAGE>
We expect that directors and officers of eZ Bancorp and
eZCommunityBank.com will purchase $4,200,000 of the common stock, or
approximately 19% of the shares if the minimum number of shares are sold, or 15%
of the shares if the maximum number of shares are sold.

We must receive subscriptions to purchase shares no later than ___:___
p.m., eastern time, on __________, 2001, unless we elect to terminate or extend
the offering. We reserve the right to terminate the offering at any time prior
to __________, 200_, or to extend the expiration date until ___________, 2001,
without notice to subscribers. However, we will not extend the offering beyond
__________, 2001. Because of the time period required to put in place
eZCommunityBank.com's Web-based and data-processing dependent infrastructure,
there may be a period of up to 90 days from the time the offering is completed
until eZCommunityBank.com opens for business. Our common stock will not trade
until we receive our final approvals and commence our operations. You will not
have the use of your money during this period and will not be able to sell the
shares for which you have subscribed and will purchase.

METHOD OF SUBSCRIPTION

If you wish to purchase shares, you must complete and sign the
Subscription Agreement accompanying this Prospectus and deliver the completed
Subscription Agreement to the eZ Bancorp Stock Information Center,
____________________, ___________, ____________, ________, prior to the
termination date of the offering, together with payment in full of the
subscription price for all shares subscribed. Such payment must be by check or
bank draft drawn upon a U.S. bank, payable to "_________________, Escrow Agent
for eZ Bancorp, Inc." If you wish to wire funds for your purchase, you may call
the Stock Information Center at (___) ___-____ to obtain wiring instructions. If
paying by uncertified personal check, you should allow at least five business
days prior to the termination date for the funds to clear. We will deposit all
funds in the eZ Bancorp escrow account. Tucker Anthony clients who wish to
purchase shares through Tucker Anthony should contact Tucker Anthony for
instructions on how to purchase shares.

THE FULL SUBSCRIPTION PRICE FOR THE SHARES SUBSCRIBED FOR MUST BE
INCLUDED WITH THE SUBSCRIPTION AGREEMENT. FAILURE TO INCLUDE THE FULL
SUBSCRIPTION PRICE WITH THE SUBSCRIPTION AGREEMENT MAY CAUSE US TO REJECT THE
SUBSCRIPTION AGREEMENT.

We recommend that you send your Subscription Agreement and payment by
registered mail, return receipt requested. When using the U.S. Postal Service,
please allow a sufficient number of days for delivery and clearance of payment
prior to the termination date of the offering. Late delivery will not be
accepted, unless we determine otherwise.

ESCROW ACCOUNT; RETURN OF FUNDS UPON FAILURE TO COMPLETE THE OFFERING OR UPON
LIQUIDATION

We established an escrow account at ______________, ____________,
__________, for deposit of all subscription funds. Subscription funds may be
invested temporarily in bank accounts, short-term certificates of deposit or
short-term securities issued or guaranteed by the United States government. The
funds in the escrow account will not be released until eZCommunityBank.com
receives preliminary regulatory approvals from the Michigan DFI and the FDIC, eZ
Bancorp receives approval from the Federal Reserve Board to become a bank
holding company, and we accept subscriptions for at least 2,250,000 shares.

If the offering is not completed because the minimum number of shares
is not subscribed for, all preliminary regulatory approvals are not received, we
are unable to commence operations or otherwise, all subscription funds will be
returned to investors, without interest or deduction, except as provided below.

However, we have the right to break escrow, receive the funds in the
escrow account and issue shares of our common stock to subscribers at any time
after we receive acceptable subscriptions for 2,250,000 shares, approval from
the Federal Reserve Board for eZ Bancorp to become a bank holding company, and
the preliminary approval of the Michigan DFI and the FDIC. Such preliminary
approval does not authorize eZCommunityBank.com to open for business. That
authority will not be granted until we obtain final approval for

13
<PAGE>
insurance of eZCommunityBank.com's deposits by the FDIC, and satisfy any other
conditions imposed by the Michigan DFI and the FDIC. We cannot guarantee that
eZCommunityBank.com will receive final approval to commence business from all
applicable regulatory agencies. If we elect to break escrow prior to
eZCommunityBank.com receiving final approvals to commence business, but such
approvals are not ultimately obtained, your funds will be irrevocably invested
in the common stock. However, we would not be able to implement our plan to own
and operate a newly formed bank. In that event, we would likely begin
liquidation proceedings and distribute investor funds, without interest, as soon
as possible after completion of those proceedings.

The amounts distributed in liquidation to investors may be substantially
less than the amount they paid for their shares of stock. However, officers and
directors who have loaned funds for certain expenses would likely be repaid in
full prior to any distribution to stockholders. In addition, Tucker Anthony will
have received its commissions. Also, all other expenses incurred would be paid
prior to distributions to stockholders. We cannot estimate what the amount of
liquidation proceeds would be.

Whether or not the offering is completed, all interest earned on funds held
in escrow will be retained by eZ Bancorp. By submitting a subscription, you will
forego interest you otherwise could have earned on the funds for the period
during which your funds are held in escrow.

ACCEPTANCE AND REFUNDING OF SUBSCRIPTIONS

Although subscribers may not revoke their subscriptions, Subscription
Agreements are not binding on us until we accept them. We reserve the right to
reject, in our sole discretion, any Subscription Agreement or to allot a smaller
number of shares than the number for which a person has subscribed. In
determining the number of shares to allot to each subscriber in the event the
offering is oversubscribed, we may take into account the order in which
subscriptions were received, a subscriber's potential to do business with, or to
direct customers to eZCommunityBank.com, and our desire to have a broad
distribution of stock ownership, as well as legal or regulatory restrictions.

If we reject all or a portion of any subscription, the escrow agent will
promptly refund to the subscriber the amount submitted with the Subscription
Agreement, without interest or deduction. If for any reason the offering is not
completed, all subscription funds will be promptly refunded to subscribers
without interest or deduction. After all refunds have been made, the escrow
agent, eZ Bancorp, eZCommunityBank.com and their respective directors, officers,
and agents will have no further liabilities to subscribers.

Certificates representing shares duly subscribed and paid for will be
issued by eZ Bancorp as soon as practicable after funds are released to eZ
Bancorp by the escrow agent.

LIMITED MARKET FOR SHARES

Except for shares held by eZ Bancorp's directors and certain officers, the
shares will be freely transferable immediately upon issuance and will not be
subject to any transfer restrictions. We have issued only 60 shares of common
stock in connection with our organization. Consequently, there is no established
market for the common stock. We have applied to have our common stock listed on
The Nasdaq SmallCap Market under the symbol "____." For initial and continued
inclusion for listing on Nasdaq, we must have three active and registered market
makers. Tucker Anthony has advised the Company that it will act as market maker
for the common stock, but is not obligated to do so. In addition, Tucker Anthony
will seek to encourage and assist at least two other market makers to make a
market in the common stock. Making a market 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. It is impossible to ascertain whether a second or third
market maker will make a market in the common stock. There can be no assurance
that the common stock will in fact be listed on The Nasdaq SmallCap Stock Market
or that it will trade on The Nasdaq SmallCap Market. The development of a liquid
public market depends on the existence of willing buyers and sellers, the
presence of which is not within our control. Accordingly, the number of active
buyers and sellers of the common stock at any particular time may be limited.
Under such circumstances, investors in the common stock could have difficulty
disposing of their shares and should not view the common stock as a short-term
investment. Accordingly, there can be no assurance that an active and

14
<PAGE>
liquid trading market for the common stock will develop or that, if developed,
it will continue, nor is there any assurance that persons purchasing shares of
common stock will be able to sell them at or above the offering price.

PLAN OF DISTRIBUTION AND MARKETING AGENT

We have engaged Tucker Anthony to act as our managing underwriter on a best
efforts basis in the offering and selling of the common stock to be sold in this
offering. Tucker Anthony has no obligation to purchase any shares of common
stock not sold in the offering or to invest the additional funds in shares of
common stock, as discussed below. Tucker Anthony will receive a commission equal
to 7.0% of the gross proceeds of the offering exclusive of funds invested by
insiders and their affiliates (subject to a ceiling of 30% of the total
offering). Tucker Anthony has received an advisory fee of $50,000, the amount of
which will be credited against the commission payable to Tucker Anthony. Tucker
Anthony may also organize and manage a syndicate of selected broker-dealers if
it deems appropriate. The commissions to be paid to any such selected
broker-dealers will be at a rate to be determined by Tucker Anthony. Fees paid
to Tucker Anthony and to any broker-dealer may be deemed to be underwriting
fees, and Tucker Anthony and such broker-dealers may be deemed to be
underwriters. Tucker Anthony will also be reimbursed for its expenses incurred
in connection with the offering, including legal fees, in an amount not to
exceed $75,000. We have agreed to indemnify Tucker Anthony for reasonable cost
and expenses in connection with certain claims or liabilities, including certain
liabilities under the Securities Act of 1933, as amended.

During the three year period subsequent to the closing of the offering
(assuming it is successful) Tucker Anthony will have the option, but not the
obligation, to invest an amount equal to 2% of the amount raised in the offering
in common stock (in a form to be determined by agreement between Tucker Anthony
and eZ Bancorp) of eZ Bancorp on the same terms as provided for in this
offering.

USE OF PROCEEDS

The proceeds to eZ Bancorp from the sale of the shares will be $22,500,000
if the minimum number of shares are sold, and $27,500,000 if the maximum number
of shares are sold, before deducting expenses (including discounts and
commissions paid to Tucker Anthony) of the offering, which are estimated at
$1,450,250 if the minimum number of shares are sold and $1,800,250 if the
maximum number of shares are sold.

We will use $19,758,750 of the net proceeds of the offering to purchase all
of the common stock of eZCommunityBank.com. We will pay all of the
organizational and offering expenses and certain operating costs of eZ Bancorp
from the proceeds of the offering, including principal and interest on funds
advanced by the organizers, in an estimated aggregate amount of $2,741,250 if
the minimum number of shares are sold and $3,091,250 if the maximum number of
shares are sold (including $350,000 in commissions paid to Tucker Anthony on the
$5,000,000 in additional capital, if the maximum number of shares are sold). The
balance of the proceeds, $4,650,000 if the maximum number of shares are sold,
will be retained by eZ Bancorp for general corporate purposes. If more than
$22,500,000 of proceeds is raised in the offering, we may contribute all or a
portion of the additional funds to eZCommunityBank.com and retain a portion of
the additional proceeds in eZ Bancorp for general corporate purposes. It is
possible that we could be required to contribute more to the capital of
eZCommunityBank.com than the amount currently anticipated as a condition to the
approval of eZCommunityBank.com's charter.

eZCommunityBank.com will apply the proceeds from the sale of its capital
stock to eZ Bancorp to furnish and equip eZCommunityBank.com's premises at an
estimated cost of $375,000. The balance of the proceeds, estimated at
$19,383,750 will be used to provide working capital and for general corporate
purposes (including the investment of all or a portion of the working capital
funds in interest-bearing certificates of deposit or other deposits with an
FDIC-insured bank or other types of securities, such as government bonds and
whole loans). Certain preopening costs, organizational and offering costs, and
expenses for furnishing and equipping eZCommunityBank.com's premises and offices
may be paid initially through organizer advances, and eZ Bancorp will repay the
organizer advances.

As the six organizers of eZ Bancorp and eZCommunityBank.com, we have made
loans, totaling $398,000 as of November 7, 2000, to fund certain organizational
and prepaid operating expenses until we can raise funds in this offering. We
expect to loan up to an additional $613,000 between November 8, 2000 and
December 31, 2000.

15
<PAGE>

We will repay these loans only from the proceeds of this offering. We will pay
interest of prime plus 2% per annum on the amount of any loaned funds.

The following table reflects the anticipated allocation of the net proceeds
of the offering, after deducting estimated expenses of the offering.
<TABLE>
<CAPTION>

Minimum % of Maximum % of
Amount Proceeds (4) Amount Proceeds (4)
------ ------------ ------ ------------
<S> <C> <C> <C> <C>
eZ BANCORP:
Net Offering Proceeds............................ $21,049,750 100.0% 25,699,750 100.0%
Purchase of Stock of
Bank/Capital Contributions(1)................. 19,758,750 93.9 19,758,750 76.9
Pre-opening expenses:
Salary and Benefits........................... 560,000 2.6 560,000 2.2
Other Operating Costs......................... 691,000 3.3 691,000 2.7
Interest on Organizer Advances(2)............. 40,000 0.2 40,000 0.1
----------------- ---------------
Total Pre-opening expenses(3).................... 1,291,000 6.1 1,291,000 5.0
Working Capital.................................. 0 0.0 4,650,000 18.1
eZCOMMUNITYBANK.COM:
Proceeds of Capital
Contributions by eZ Bancorp................... 19,758,750 100.0% 19,758,750 100.0%
Organization Costs(3)............................ 0 0.0 0.0 0.0
Premises and Equipment........................... 375,000 1.9 375,000 1.9
Prepaid Operating Expenses(3).................... 0 0.0 0.0 0.0
Working Capital.................................. 19,383,750 98.1 19,383,750 98.1
<FN>
-----------
(1) eZ Bancorp reserves the right to not contribute to eZCommunityBank.com any
portion of the proceeds of the offering in excess of $19,758,750.
(2) Represents interest at rate of prime plus 2.0% per annum on amounts
actually advanced. We assume that all organizers will elect to have the
principal amount of their advances repaid in cash. See "Certain
Transactions."
(3) Certain eZCommunityBank.com organizational costs and prepaid operating
expenses are included in the total pre-opening expenses of eZ Bancorp. The
investment of eZ Bancorp into eZCommunityBank.com will be increased to the
extent that those costs and expenses are paid for by eZCommunityBank.com.
(4) Percent of proceeds, in the case of eZCommunityBank.com, is calculated on
the basis of percent of proceeds contributed to eZCommunityBank.com by eZ
Bancorp.
</FN>
</TABLE>

16
<PAGE>
CAPITALIZATION

The following table shows the pro forma consolidated capitalization of
eZ Bancorp at November 7, 2000 after giving effect to (i) the sale of 2,250,000
shares at the minimum and (ii) the sale of 2,750,000 shares at the maximum, at a
price of $10.00 per share, less estimated expenses of $1,450,250 at the minimum
and $1,800,250 at the maximum.
<TABLE>
<CAPTION>
Minimum Number Maximum Number
Stockholders' equity (deficit): Actual Of Shares Sold Of Shares Sold
------------------------------ ------ --------------- --------------
<S> <C> <C> <C>
Common Stock, 9,000,000 shares authorized;
2,250,000 shares outstanding (if minimum
number of shares is sold) and 2,750,000 shares
outstanding (if maximum number of
shares is sold)............................ $ 300 $ 22,800 $ 27,800
Preferred Stock, 1,000,000 shares authorized;
no shares outstanding..................... -- 0 0
Additional paid-in capital................... -- 21,027,250 25,672,250
Deficit accumulated during the
organization period....................... (488,223) (1) (488,223) (488,223)
------------- ------------ -------------
Total stockholders' equity (deficit)......... (487,923) (1) 20,561,827 25,211,827
Net tangible book value per share............ -- 9.14 9.17
<FN>
----------
(1) Deficit accumulated during the organization period represents expenses
incurred through November 7, 2000.
</FN>
</TABLE>

DIVIDEND POLICY

We expect that eZ Bancorp will initially retain earnings, if any, to
provide more funds to operate and expand our business. Therefore, we have no
plans to pay any cash dividends for at least the first three years of our
operations, and currently have no plans to pay any cash dividends thereafter. If
we decide to pay dividends in the future, our ability to do so will depend on
the ability of eZCommunityBank.com to pay dividends to eZ Bancorp.
eZCommunityBank.com cannot pay dividends to eZ Bancorp unless it complies with
certain regulatory requirements regarding the payment of dividends. See
"Supervision and Regulation." In addition, we would consider a number of other
factors, including our earnings prospects, financial condition, and cash needs
before deciding to pay dividends. If you are looking for an investment that pays
dividends, you should not invest in this offering.

PROPOSED BUSINESS OF eZ BANCORP

eZ Bancorp has filed an application to become a bank holding company
with the Federal Reserve Board. We know of no reason why the approval from the
Federal Reserve Board would not be received, but we cannot predict when such
approval will be received, or if the Federal Reserve Board will impose any
conditions on its approval.

Our principal asset will be our investment in all of the issued and
outstanding capital stock of eZCommunityBank.com. Currently, our principal
business will be retail banking, through our banking subsidiary primarily
through the use of the Internet, as described below. With the prior approval of
the Federal Reserve Board, we could engage in non-banking activities closely
related to the business of banking. For example, with such approval, we could
make and service loans through a consumer finance subsidiary, or provide other
types of commercial financing. Further, the Federal Reserve Board allows bank
holding companies to give investment or financial advice, lease personal or real
property, provide data processing and courier services, or invest in small
business investment companies, among other permissible activities. If a
favorable opportunity is presented, such activities may be considered, however,
additional opportunities are not being pursued at this time .

The board of directors enhances our ability to establish
eZCommunityBank.com successfully and compete in our highly competitive market.
Five of our directors have banking and finance experience. In addition, some of

17
<PAGE>
our directors have significant relationships in the communities where we
anticipate eZCommunityBank.com will focus its marketing efforts initially,
giving the Bank a competitive advantage over Internet banks that operate at a
national level. The development of local partnerships will further add to the
community appeal of eZCommunityBank.com.

PROPOSED BUSINESS OF eZCOMMUNITYBANK.COM

As of the date of this Prospectus, eZCommunityBank.com has not been
authorized to conduct banking business and has not engaged in any operations.
The issuance of a charter by the Michigan DFI and approval of deposit insurance
by the FDIC will be dependent upon compliance with certain conditions and
procedures, including the sale of the minimum amount of eZ Bancorp common stock,
the sale of eZCommunityBank.com's stock to eZ Bancorp, the completion of
eZCommunityBank.com's premises, the purchase of certain fidelity and other
insurance, the hiring of staff, the installation and implementation of certain
operating systems and software and the adoption of certain operating procedures
and policies. When these conditions are satisfied, eZCommunityBank.com will open
for business with its headquarters in the Grand Rapids, Michigan area.

eZCommunityBank.com will offer our customers traditional banking
services using the Internet as our primary delivery channel. In addition to the
Internet, our customers will be able to conduct their banking through various
other channels including ATMs, debit cards, checks, wire transfer, direct
deposit, mail or through a call center. We believe our customers will welcome
the convenience of 24-hour banking. We also believe our cost of operations will
be significantly lower than banks using the brick and mortar approach. Our
efficient operations will enable us to offer our products and services at
attractive pricing. We also plan to position eZCommunityBank.com as a local
community bank in our targeted market areas. We plan to be an active participant
in our targeted markets. We are committed to providing quality banking services
through eZCommunityBank.com and our partnerships.

The Internet will be our primary delivery channel. Customers will
connect to our global Web page, enter their account number and upon
verification, be connected to their local Web page where they will be able to
conduct their banking. Our software will enable such services as making and
transferring deposits, including demand deposits, opening certificates of
deposit, and bill payment. The customer, through our partners, will also have
access to financial products including loans, insurance, securities and other
financial products. Additionally, links will be available to local business
services and events as well as general information, including the local weather
and stock market quotes.

eZCommunityBank.com will accept checking and savings deposits, and
offer a wide range of other financial services including bill payment services,
ATM and debit cards, overdraft protection and access to lending products and
services through third party providers, all through the Internet. Net proceeds
from the initial stock offering, after the payment of certain start up and
organizational expenses and the sale of deposit products, will be used to
purchase one-to four-family residential mortgage loans, mortgage-backed
securities and government securities. Whole loan purchases will consist of
Freddie Mac and/or Fannie Mae conforming or jumbo one-to four-family mortgages,
net of servicing. Mortgage-backed securities will be backed by agencies such as
the Federal Home Loan Mortgage Corporation. In addition, in order to maintain
the required level of liquidity, the Bank will purchase obligations of the
United States government, high quality corporate securities and Fed Funds.

Initially, the Bank will be required to have a high level of capital
relative to assets because it is an Internet bank. This is due to the
significant startup costs necessary to begin operations as an Internet bank, and
due to the high level of asset growth projected by the Bank. This high level of
capital will adversely impact return on equity initially. However, as the Bank's
assets grow and capital is better leveraged it is currently expected that
returns on equity will improve. The Bank's income will be derived primarily from
the spread between interest income on investments, mortgage-backed securities
and whole loans purchased and interest expense on deposits. Income will also be
derived to a lesser extent from other income, such as fee income and income from
revenue sharing generated from our Internet business partnerships. While this
spread will be less than traditional banks, it is anticipated that overhead
costs will also be less than traditional banks. Management believes that the
Bank can increase its deposits and customer base more efficiently and cost
effectively than traditional banks because of the lower incremental cost of
growth. As the Bank grows, we anticipate that overhead costs relative to total
revenue will decline.

18
<PAGE>
The target consumers we plan to attract will find eZCommunityBank.com an
easy-to-use alternative to traditional banking. We will focus on offering
financial product and service information, online account fulfillment requests,
financial account transaction capabilities, and bill payment, and provide links
to other community businesses and services.

As an Internet bank, customer service and the actual Web site are important
elements to eZCommunityBank.com. As consumers enter the Bank's Web site, they
will experience a local "community bank" feeling, as each select market will
have a specially designed Web page for their community. The site will be easy to
navigate, highly organized, provide a menu of the products and services
available, and an overall sense that the consumer can connect simultaneously
with their bank and their community daily. The Bank will provide customer
service through various forms of telephone and Internet sources, including a
fully staffed customer service center, email contact, and telephone and
instant-chat customer support options.

Initially, the Bank will focus its marketing efforts in the Southeastern
Michigan and Grand Rapids markets - two of the largest metropolitan areas in our
geographic boundaries. The Bank's marketing strategy is to advertise, using
traditional forms of advertising in these select markets, to a highly targeted
consumer group who we believe will welcome the opportunity to conduct their
banking over the Internet. We will use strategically placed radio spots and
outdoor billboards to build brand identity and capture our target market,
complemented with direct mail campaigns and local newspaper ads. By marketing at
the local level and providing products and services that are attractively priced
and conveniently delivered, management anticipates positioning
eZCommunityBank.com as a superior alternative to the regional and super-regional
banks that have acquired our target market's local banking institutions, as well
as the pure national Internet banks.

DESCRIPTION OF PROPOSED SERVICES

eZCommunityBank.com will offer deposit products such as checking, savings,
money market and certificates of deposit through the Internet. It will also
offer a wide range of related financial services such as bill payment services,
ATM and debit cards, and overdraft protection.

eZCommunityBank.com will further emphasize convenience and quality service
by acting as a single source for financial services by also offering a full
range of other financial services to attract and retain customers. These
products and services may include home mortgages, equity lines of credit,
consumer loans, credit cards, securities brokerage, insurance products and other
financial services. Through third party relationships, customers will be
provided an opportunity to obtain such financial and insurance products by
linking the Bank's Web site and the appropriate third party's Web site.
Management has identified strategic partners, and will attempt to establish a
comprehensive menu of financial services that can be delivered through the
Internet.

BANK LOCATION, MARKET AREA AND TARGET MARKET

Our headquarters will be located in the Grand Rapids, Michigan area, but
our primary service area will focus on nine primary service areas in Michigan,
which include areas of Berrien (Benton Harbor area); Lenawee, Livingston and
Washtenaw (Ann Arbor area); Lapeer, Macomb, Monroe, Oakland, St. Clair and Wayne
(Southeastern Michigan in the Detroit standard metropolitan statistical area);
Geneese (Flint area); Allegan, Kent, Muskegon, Ottowa (Grand Rapids area);
Jackson (Jackson area); Calhoun, Kalamazoo, Van Buren (Kalamazoo-Battle Creek
area); Bay, Midland and Saginaw (Saginaw-Bay-Midland area); and Grand Traverse
(Grand Traverse area) counties in Michigan. Although our geographic boundaries
span these nine primary service areas, we intend to initially center our
marketing efforts in the Southeastern Michigan and Grand Rapids markets.
Customer relationships are expected to be made across the state and country
because the Bank will operate primarily over the Internet. However, because of
certain non-compete agreements, we will not do business or accept deposits from
persons residing in Ingham, Clinton or Eaton Counties in Michigan, prior to July
2002.

We will also market to a specific population within these targeted areas.
The consumer demographics in these areas mirror those of Internet users who have
the propensity to bank online and are seeking convenience in their hectic
lifestyles. These areas also have the largest population who meet our
demographic profile, which includes consumers between the ages of 25 and 44 who
have a college degree, household incomes of $50,000 or more, use computers 20
hours or more per month and are ATM users. Population trends for our market area

19
<PAGE>
continue to be steady. With 9.8 million people residing in Michigan, 7.7
million, or 79%, of the population lives within our target market area. Of this
79%, 2.5 million, or 34%, of the people meet our specific demographic profile.
The Michigan Department of Management and Budget projects steady growth in our
target market area throughout 2020. Our entire market area, except for Grand
Traverse County, are metropolitan areas in the southern lower peninsula of
Michigan, which accounts for 90% of Michigan's total population. The majority of
deposits in Michigan are also in this market area.

Our market area has a diversified economy, and is attracting new
business. Michigan is the leader in motor vehicle production in the United
States. The information technology industry is also a growing force in Michigan,
and as a result ranks fifth in software services employment. Virtually every
community in Michigan is linked through its technologically advanced
telecommunications infrastructure. Employment has also risen by 1.2% over the
last year.

Our philosophy of personal service through the Internet and community
banking form the basis for eZCommunityBank.com's business development strategy.
We expect to establish eZCommunityBank.com's initial customer base by
capitalizing upon the strategic relationships our directors and officers develop
in our market areas, and through partnerships and alliances with statewide and
community businesses. We believe our partnerships will build and promote
goodwill in our communities, raise our brand awareness in the marketplace, and
gain collaborative marketing value. We will provide links on our Web site to our
business partners as well as collaborate on our marketing efforts. In addition,
we will target a highly specialized consumer base with an intense advertising
campaign, which includes radio, outdoor billboards, direct mail, newspapers and
eZCommunityBank.com's Web site.

ASSET MANAGEMENT

The Bank's asset deployment will primarily be the purchase of short to
medium term government securities, mortgage-backed securities and Freddie Mac
and/or Fannie Mae conforming and jumbo one- to four-family whole loan purchases,
with servicing retained by the seller. Characteristics of such investments will
be carefully monitored to assure a reasonable match to the Bank's liability
characteristics for purpose of managing interest rate risk while maintaining a
positive interest rate spread.

We will purchase short to medium term government securities primarily
for liquidity purposes as well as to manage the Bank's interest rate risk. It is
anticipated these securities will be designated as available-for-sale.

We will purchase mortgage-backed securities as an intermediate term
approach to manage interest rate risk. The Bank anticipates that these
investments will also be designated as available-for-sale.

Freddie Mac and/or Fannie Mae conforming and jumbo one- to four-family
whole loans will be purchased to complement the Bank's investment portfolio with
higher yielding and longer term maturities. These instruments will be purchased
with servicing retained by the seller and will be evaluated on credit quality,
prospective pre-payments and market yield. It is anticipated the entire loan
portfolio will be designated as held for investment.

SOFTWARE

eZCommunityBank.com's data processing will be performed at the Fiserv
Arlington Heights, Illinois service bureau. eZCommunityBank.com will use the
Fiserv Direct Banking product. Fiserv's Direct Banking Product Solution provides
the banking expertise, virtual banking technology, multichannel support and a
servicing infrastructure that handles everything from account processing, back
office servicing and new account fulfillment. The Direct Banking Product also
offers a wide array of electronic delivery channel options including Internet
Banking, telephone banking, ATM/POS/debit processing, as well as brokerage and
insurance processing. The Direct Bank Solution connects eZCommunityBank.com and
its customers through multiple delivery channels enabling customers to quickly
and confidently execute real-time financial transactions 24 hours a day, 365
days a year from any location in the world.

The software eZCommunityBank.com will use is the Fiserv Comprehensive
Banking System (CBS). CBS is a total automation platform, which will assist
eZCommunityBank.com in communicating with its customers, and

20
<PAGE>
managing its accounts, products and services, call center, back office
operations and its organization as a whole. Fiserv provides the software package
to handle these needs. The CBS products contain a series of integrated component
application subsystems, including a system-wide common file for defining all
processing parameters. The CBS system was designed so data access is
customer-name oriented rather than account number driven, real time file updates
guarantee that data is accurate and current and the system's open architecture
facilitates the integration of third party applications into the customer
database.

Utilizing the Fiserv products, the Internet banking services of
eZCommunityBank.com will include checking, savings, certificates of deposit
accounts, electronic bill payment services, account reconciliation services and
ATM/POS/debit card processing, all fully integrated and in real time.

SECURITY AND DISASTER RECOVERY PLAN

If eZCommunityBank.com experiences a disaster, it has the ability to
access the Fiserv Arlington Heights Service Bureau in a matter of minutes from
any PC with a modem. eZCommunityBank.com intends to have available remote sites
for such access should it become necessary. eZCommunityBank.com's recovery plan
incorporates Arlington Heights Service Bureau Disaster Recovery Plan, which is
designed to reinstall essential processing within 48 hours after a disaster. The
Disaster Recovery Plan includes, among other procedures, disaster prevention
measures which incorporate personnel training, segregated duties and tight
security measures. Extensive testing has been done on the system, and the plan
is tested at a frequency of not less than once per year. The Recovery Plan
incorporates many levels of security checks. The Arlington Heights Service
Bureau segregates duties of its employees to ensure that individuals are not
performing incompatible functions. Next, access to the data processing
facilities is restricted to security cardholders, and is monitored by an outside
security company. The computer facilities are protected by heat, smoke, fire and
water sensors. An interrupted power system utilizing batteries permits continued
operations for a limited time to avoid short, intermittent power failures. In
the event of a complete outage, a standby diesel generator allows processing to
continue indefinitely. In the event that the service center is destroyed, a
similarly configured disaster recovery data center will be used as a backup
site. Arlington Heights will monitor, staff and control the processing center 24
hours per day. Arlington Heights has also installed a backbone
telecommunications network via high-speed fiber optics. This configuration
allows traffic to be redirected to the alternative hot site. Additionally,
Arlington Heights has two points of presence on the Internet, providing a back
up if one connection fails. Arlington Heights has established retention
schedules for all production files; which include data and program files as well
as system software. They also use control backup files that are kept off-site at
a commercial storage facility to aid in data restoration in the event of a
disaster.

INTERNET HOME BANKING AND BILL PAYMENT SECURITY. The concept of
Internet banking must allow customers to access their accounts at any time from
anywhere in the world, while maintaining a secured method of conducting
business. The focus of eZCommunityBank.com's security measures is on three
elements of a typical transaction or interaction with a customer's accounts.
These three elements are (i) data source security, (ii) data transmission
security, and (iii) account protection security.

(i) DATA SOURCE SECURITY. At no time does anyone have access to Fiserv
CBS's database or processing system via the Internet. Fiserv uses the Fiserv
Connect 3 and Fiserv NetBanc products for the Internet connectivity and the
firewalls and servers. The multiple firewalls stop all incoming requests and
prevent an outside user access to any other servers. Thus, someone attempting to
gain access to the source data cannot access this data. Effectively they are
stopped at the point of contact. Additionally, a third party firm randomly
conducts an ongoing audit process to test the security.

(ii) TRANSMISSION PROTECTION. Fiserv Connect 3 Server is the method
that enables eZCommunityBank.com to connect its customers through the Internet
to their accounts and bank services using the Fiserv NetBanc product. NetBanc
provides secure transmission, a trusted operating system, advanced encryption
technology, and multiple firewalls. These security standards surpass even the
rigorous requirements of the U.S. Department of Defense. Additionally, a third
party firm randomly conducts an ongoing audit process designed to test the
security.

(iii) ACCOUNT PROTECTION. Fiserv will utilize standard bank security
measures in terms of setup and maintenance of account and password data. No
customer can access his or her account via the Internet home

21
<PAGE>
banking and bill payment service unless they specifically sign up for the
service through eZCommunityBank.com. A customer will have to enter a nine-digit
account number and a six-digit password to access these services. To eliminate
possible unauthorized downloads, the user identification and passwords will not
be stored on the Internet servers.

COMPETITION

Our primary competition will come from traditional banking institutions
operating in the Michigan markets, traditional banking institutions with
Internet banking capabilities and other Internet banks. Many of our competitors
can finance national advertising campaigns, maintain extensive technology
investments, and offer certain services, such as commercial accounts which we
cannot or will not offer initially. Also, larger institutions have substantially
higher lending limits than eZCommunityBank.com will have. Some of our
competitors have other advantages, such as tax exemption in the case of credit
unions, and lesser regulation in the case of mortgage companies and finance
companies.

Although there are currently a limited number of banks that conduct
business entirely through the Internet, we expect competition to intensify in
the future. However, one of our strategies is to market to the consumer who as a
result of consolidations in the financial industry, feels disenfranchised and
overcharged after losing their local community bank.

Competition from non-depository institutions in our target market area
includes financial planners, investment advisors, mortgage companies and
numerous insurance agencies. As more nondepository services are offered online
through major firms like Merrill Lynch, E-Trade, E-Loan, TD Waterhouse,
Ameritrade, DLJ Direct, Mortgage.com, AllState, Quicken Insurance and
Northwestern Mutual, we expect the competition to unfold at the same pace.
However, because our marketing strategies focus on internet-savvy consumers,
attracted to a community emphasis, we have targeted a select niche in Michigan.
Therefore, we do not expect significant competition from nondepository
institutions.

EMPLOYEES

We anticipate that eZ Bancorp and eZCommunityBank.com will initially
employ approximately seven people, including the six executive officers of eZ
Bancorp and eZCommunityBank.com. We do not currently expect to add more
employees during the first year of our operations.

PROPERTIES

eZ Bancorp entered into a lease as of ____________, 200_ for _______
square feet of space, including _________________, at _______________ located at
_________________ in Grand Rapids, Michigan. Our offices will be located there,
and we believe this property will be suitable for supporting our operations as
an Internet-based community bank, and will be adequate to support those
operations for the foreseeable future. The lease term began as of
_______________, 200_, and runs for ______ years. eZ Bancorp has the option to
extend the term of the lease for ____________ renewal term. During the first
year of the lease term, eZ Bancorp will pay monthly rent of $_____________.
During the second year of the lease term, eZ Bancorp will pay monthly rent of
$_____________. In addition, eZ Bancorp will pay its share of taxes, operating
costs and merchants association dues. If all regulatory approvals to begin
banking operations are not obtained within _______ days after the execution of
the lease, then either eZ Bancorp or the landlord can terminate the lease.

MANAGEMENT'S PLAN OF OPERATION
GENERAL

As of the date of this Prospectus, neither eZ Bancorp nor
eZCommunityBank.com has commenced operations or engaged in any activities except
those related to the organization and capitalization of eZ Bancorp and
eZCommunityBank.com. These limited activities have been financed by advances by
the six organizers of eZ Bancorp in the amount of $398,000, plus accrued
interest of $19,000 as of November 7, 2000. We expect these and additional
organizer advances to be sufficient to meet our needs until the offering is
completed. See "Certain Transactions."

22
<PAGE>

Because of the time period required to put in place
eZCommunityBank.com's Web-based and data-processing dependent infrastructure,
there may be a period of up to 90 days from the time the offering is completed
until eZCommunityBank.com opens for business. Once eZCommunityBank.com opens for
business, which we currently expect in the second quarter of 2001, we will begin
the banking operations described in this Prospectus under the caption "Proposed
Business of eZCommunityBank.com." We expect that eZCommunityBank.com will incur
approximately $175,000 in expenses in leasehold improvements for office space
and for furniture, fixtures and equipment for those offices. We will contract
with an outside vendor for eZCommunityBank.com's data processing. We anticipate
a one-time capital expenditure of $200,000, and annual costs in our first year
of operations of approximately $365,000 for data processing services.

We believe that the proceeds of the offering ($22,500,000 if the
minimum number of shares are sold, and $27,500,000 if the maximum number of
shares are sold), will be sufficient to fund the expenses of establishing and
opening eZCommunityBank.com, and eZCommunityBank.com's and eZ Bancorp's
operations for at least three years after the offering. We do not currently
anticipate a need to raise additional capital during that period. See "Use of
Proceeds."

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

It is expected that the membership of our board of directors will consist
of a minimum of six and a maximum of ten directors. The current board consists
of seven directors. Additional directors may be recruited from the markets
eZCommunityBank.com serves that have significant business, banking or Internet
related experience, or on the basis of individual contributions that can be made
to the board and the overall success of the eZ Bancorp. Directors will be
divided into three classes, as nearly equal in number as possible, with
approximately one-third of the directors elected each year. The initial classes
and terms of the current directors are noted below. None of the directors or
executive officers of eZ Bancorp or eZCommunityBank.com have been the subject of
legal proceedings or other events over the last five years which would be
material to an evaluation of the ability or the integrity of the individual to
serve in that capacity.

The following are the current members of the board of directors:

ROBERT H. BECKER, Age 65, Chairman of the Board of Directors. From 1987 to
1999, Mr. Becker was President and Chief Executive Officer of CFSB Bancorp, Inc.
and its sole subsidiary, Community First Bank, a state-chartered savings bank
headquartered in Lansing, Michigan until the companies were acquired by Old Kent
Financial Corporation in 1999. CFSB Bancorp, Inc. was a publicly traded thrift
holding company with approximately $900 million in assets. Mr. Becker began his
banking career in 1957, and from 1976 to 1987, he served as President and Chief
Executive Officer of MetroBanc located in Grand Rapids, Michigan. Mr. Becker was
a Director of the Federal Home Loan Bank of Indianapolis and was a past Chairman
of the Michigan League of Community Banks. Mr. Becker will be a member of Class
A, and will serve an initial three year term.

JOHN W. ABBOTT, Director. Mr. Abbott's biography appears below. Mr. Abbott
will be a member of Class A, and will serve an initial three year term.

FRANK H. FREUND, Age 40, Director. Mr. Freund is currently Chief Financial
Officer for Mutual Insurance Corporation of America, East Lansing, Michigan. He
has held this position since October 1997. He is a CPA and from 1994 until 1997,
he served as an audit senior manager with Deloitte & Touche, a national
accounting firm. Prior to that he was an audit senior manager with a local
accounting firm and from 1982 until 1993 served as an auditor with a national
accounting firm. Mr. Freund will be a member of Class A, and will serve an
initial three year term.

23
<PAGE>

JAMES L. REUTTER, Age 67, Director. Mr. Reutter is the Chairman of Lansing
Ice and Fuel Company, Lansing, Michigan, and Vice President of O'Dell Ice
Company, Coleman, Michigan. He also serves as a Director of Michigan Millers
Mutual Insurance Company. Mr. Reutter was Chairman of CFSB Bancorp, Inc. and
Community First Bank from 1988 until 1999. He serves as Trustee and Treasurer of
the Thoman Foundation, is past Chairman of Lansing Community College, and
currently serves as a Trustee of the Lansing Community College Foundation. Mr.
Reutter will be a member of Class B, and will serve an initial two year term.

JOHN D. BAMBERGER, Age 45, Director. Mr. Bamberger is currently President
and Chief Executive Officer of SequoiaNET.com in Auburn Hills, Michigan, a
subsidiary of Analysts International located in Minneapolis, Minnesota. He has
held that position since 1990. SequoiaNET.com is a provider of network
integration products and services. He is also a Vice President at Analysts
International, a position he has held since April 2000. Analysts International
is an information technology services company that provides eBusiness management
services, technology staffing and consulting. Prior to 1990, Mr. Bamberger was a
District Manager with Unisys. He was named 1999 Entrepreneur of the Year in
Michigan in the computer services category by Ernst & Young. Mr. Bamberger will
be a member of Class C, and will serve an initial one year term.

A Management Committee consisting of six members will manage eZ Bancorp,
Inc. and eZCommunityBank.com. The Committee will be responsible for implementing
eZCommunityBank.com's strategic plan. These individuals have well over one
hundred years of experience in all phases of retail banking, including lending,
deposits, bank operations, data processing and marketing. In addition, Committee
members have had experience in new product development, securities and
investment sales, credit and interest rate risk management and data processing
system conversion. The following are the members of the Committee and the
executive officers of eZ Bancorp, Inc. and eZCommunityBank.com:

Name Age Position
---- --- --------
John W. Abbott 53 Director, President and Chief Executive Officer
of eZ Bancorp, Inc. and eZCommunityBank.com

Richard J. Benson 43 Vice President and Chief Technology Officer of
eZCommunityBank.com

Rick L. Laber 43 Vice President and Chief Financial Officer of
eZ Bancorp, Inc. and eZCommunityBank.com

Jack G. Nimphie 51 Vice President and Chief Information Officer of
eZCommunityBank.com

Sally A. Peters 48 Vice President and Chief Marketing Officer of
eZCommunityBank.com

C. Wayne Weaver 47 Vice President, Treasurer and Secretary of eZ
Bancorp, Inc. and Vice President and Chief
Financial Services Officer of
eZCommunityBank.com

JOHN W. ABBOTT will serve as President and Chief Executive Officer of eZ
Bancorp, Inc. and eZCommunityBank.com. Mr. Abbott was Executive Vice President
and Chief Operating Officer of CFSB Bancorp, Inc. and its sole subsidiary,
Community First Bank, a Michigan-chartered savings bank headquartered in
Lansing, Michigan. CFSB Bancorp, Inc. was a publicly traded thrift holding
company with approximately $900 million in assets. As Chief Operating Officer,
Mr. Abbott had overall responsibility for lending, finance, deposits, retail
branch administration, marketing, operations, data processing and strategic
planning. Mr. Abbott was a member of many of CFSB Bancorp's and Community First
Bank's management committees, including the Asset/Liability, Investment and
Senior Lending Committees. He joined the bank in 1989. Prior to his position
with CFSB Bancorp, Inc., he was Vice President-Finance at Union Bancorp, Inc. in
Grand Rapids, Michigan and prior to August 1985 he

24
<PAGE>

was a CPA with a national accounting firm. Mr. Abbott was recent past member of
the Board of Directors of the Michigan League of Community Banks.

RICHARD J. BENSON will serve as Vice President and Chief Technology Officer
of eZCommunityBank.com. Mr. Benson joined Community First Bank in March 1994 as
Vice President - Data Processing Manager. From 1991 to 1994, Mr. Benson was
President and Chief Executive Officer of West Michigan Computer Co-Operative
(WESCO) in Grand Rapids, Michigan, a data processing service center serving
seventy-five credit unions. Prior to 1991, Mr. Benson was Data Processing
Manager for WESCO for nine years.

RICK L. LABER will serve as Vice President and Chief Financial Officer of
eZ Bancorp, Inc. and eZCommunityBank.com. From August 1997 to July 1999, Mr.
Laber was Vice President and Chief Financial Officer and Treasurer of CFSB
Bancorp, Inc. and Community First Bank. In addition, he was Chairman of the CFSB
Bancorp's and Community First Bank's Asset/Liability Committee, Investment
Committee and Asset Classification Committee. From 1996 until July 1997, Mr.
Laber was Vice President - Branch Coordinator of Flagstar Bank in Jackson,
Michigan. From 1992 to 1996, he was Senior Vice President and Chief Financial
Officer and Treasurer of Security Savings Bank in Jackson, Michigan. Prior to
August 1992, Mr. Laber was with a national accounting firm. His duties at the
firm included data processing auditing and PC training to the professional
staff.

JACK G. NIMPHIE will serve as Vice President and Chief Information Officer
of eZCommunityBank.com. Mr. Nimphie was most recently Senior Vice President -
Director of Operations of Community First Bank. He was appointed to that
position in October 1996. Mr. Nimphie joined Community First Bank in 1971 and
served in several different capacities, including Senior Vice President -
Director of Retail Banking. He was appointed to that position in 1986. During
Mr. Nimphie's employment at Community First Bank he was also a loan originator
and underwriter.

SALLY A. PETERS will serve as Vice President and Chief Marketing Officer of
eZCommunityBank.com. Ms. Peters was Vice President - Director of Marketing at
Community First Bank from February 1994 to July 1999. Prior to that she was
responsible for marketing and communications at an insurance company in Lansing,
Michigan for fifteen years.

C. WAYNE WEAVER will serve as Vice President, Treasurer and Secretary of eZ
Bancorp, Inc. and Vice President and Chief Financial Services Officer of
eZCommunityBank.com. Mr. Weaver was Senior Vice President - Director of Retail
Banking for Community First Bank. Mr. Weaver joined Community First Bank in 1975
as a management trainee and became Senior Vice President - Director of Corporate
Planning in 1986. In 1989 he became Director of Retail Banking and Investments,
and in 1991 he became Director of Finance. In 1993, Mr. Weaver became Treasurer
of CFSB Bancorp, Inc. and served in that capacity until 1996 when he was
assigned to his final position at Community First Bank. During his employment at
Community First Bank, Mr. Weaver was also a loan originator and underwriter.

DIRECTOR COMPENSATION

We plan to reimburse directors for expenses incurred in connection with
their service as directors. Directors will not be compensated for attending
board or committee meetings in the first year or for the foreseeable future.

EMPLOYMENT AND EXECUTIVE COMPENSATION ARRANGEMENTS

EMPLOYMENT AGREEMENT. eZCommunityBank.com has entered into identical
employment agreements (except for salary) with our President, John W. Abbott and
each of our Vice Presidents, Richard J. Benson, Rick L. Laber, Jack G. Nimphie,
Sally A. Peters and C. Wayne Weaver. Mr. Abbott's base salary under his
employment agreement is $100,000, and the base salary of each of our Vice
Presidents is $80,000. Each employment agreement has a term of three years. Each
agreement is terminable by us for "just cause" as defined in the agreement. If
we terminate any one of these individuals without just cause or if any one of
these individuals terminates his or her employment for "good reason" that
individual will be entitled to a continuation of his or her salary from the date
of termination through the remaining term of the agreement, plus an additional
12 months. The employment agreements also contain a provision stating that in
the event of the termination of employment of any one of these individuals in
connection with any change in control of eZ Bancorp or eZCommunityBank.com, that
individual will be paid a lump sum amount equal to 2.99 times their respective
five year average annual taxable cash compensation.

25
<PAGE>
If such payments had been made under these agreements assuming they had been in
effect as of November 7, 2000, such payments would have equaled approximately
$300,000 for Mr. Abbott and $240,000 for each of the Vice Presidents,
respectively. The aggregate payments that would have been made to them would be
an expense to us, thereby reducing our net income and our capital by that
amount. Each of the agreements is reviewed annually by our board of directors
and is renewed and extended for an additional year, upon a determination of
satisfactory performance within the board's sole discretion. If any one of these
individuals shall become disabled during the term of his or her respective
agreement, he or she shall continue to receive payment of the benefits under
their respective agreements up to the time of the establishment of the
employee's disability. Such payments shall not be reduced by any other benefit
payments made under other disability programs in effect for our employees. If
the employment of any one of these individuals terminates for a reason other
than just cause, he or she will be entitled to receive the benefit from us of
family medical insurance through any group health plan maintained by us through
the expiration date of the agreement.

In addition to the compensation pursuant to their employment agreements
described above, the six executive officers of eZCommunityBank.com may receive
cash bonuses in recognition of their commitment to the organization of eZ
Bancorp and eZCommunityBank.com, and the risks they have taken in organizing the
Holding Company and the Bank and in using their personal funds to provide the up
front organizational costs. The payment of any such bonuses and the amounts
paid, would be at the discretion of our board of directors and would be
dependent on the financial condition of both companies.

STOCK OPTION PLAN. A stock option plan will be adopted which will become
effective upon approval by our board of directors. Incentive Stock Options will
not be available for grant under the option plan unless it is approved by our
stockholders within 12 months after board approval. If the option plan is
adopted, a number of shares equal to 10% of the aggregate number of shares of
common stock to be issued in this offering (i.e., 225,000 shares based upon the
sale of the minimum of 2,250,000 shares, and 275,000 shares based upon the sale
of the maximum of 2,750,000 shares) would be reserved for issuance by eZ Bancorp
upon exercise of stock options to be granted to our officers, directors and
employees from time to time under the option plan. The purpose of the option
plan would be to provide additional performance and retention incentives to
certain officers, directors and employees by facilitating their purchase of a
stock interest in eZ Bancorp. The option plan, would provide for a term of 10
years, after which no awards could be made, unless earlier terminated by the
board of directors pursuant to the option plan, and the options would vest over
four years, with 20% vesting upon grant, and an additional 20% every year
thereafter. Vesting accelerates to 100% upon a participant's death or
disability, or retirement at age 65 or above. Options would expire no later than
10 years from the date granted and would expire earlier if the option committee
so determines or in the event of termination of employment. Options, which could
be incentive stock options or non-incentive stock options, would be granted
based upon several factors, including seniority, job duties and
responsibilities, job performance, our financial performance and a comparison of
awards given by other financial institutions.

eZ Bancorp would receive no monetary consideration for the granting of
stock options under the option plan. It would receive the option price for each
share issued to optionees upon the exercise of such options. Shares issued as a
result of the exercise of options will be either authorized but unissued shares
or shares we purchased in the open market. However, no purchases in the open
market will be made that would violate applicable regulations restricting
purchases by us. In addition, the Federal Deposit Insurance Corporation may
require that options be exercised immediately or be forfeited in the event that
the Bank's regulatory capital falls below the minimum requirements established
by statute or by the regulation of the Federal Deposit Insurance Corporation.
The exercise of options and payment for the shares received would contribute to
our equity. The option plan will be administered by a Committee appointed by the
board of directors consisting of at least two non-employee directors, or in the
absence of any such Committee, by the full board.

SECURITIES OWNERSHIP OF MANAGEMENT

We anticipate that officers and directors, as a group, will purchase
approximately 19% of the shares in this offering if the minimum number of shares
is sold and 15% of the shares if the maximum number of shares is sold.

26
<PAGE>

The following table sets forth certain information with respect to the
anticipated beneficial ownership of eZ Bancorp common stock after the offering,
assuming the minimum of 2,250,000 shares are sold, by each of the current
directors and executive officers of eZ Bancorp and all directors and executive
officers of eZ Bancorp as a group. All share numbers are provided based upon
non-binding expressions of interest supplied by the persons listed below.
Depending upon their individual circumstances at the time, each person may
purchase a greater or fewer number of shares than indicated, and in fact may
purchase no shares.
<TABLE>
<CAPTION>
SHARES DOLLAR VALUE OF PERCENT
BENEFICIALLY OWNED SHARES BENEFICIALLY OUTSTANDING
NAME AFTER OFFERING (1)(2) OWNED AFTER OFFERING AFTER THE OFFERING
---- --------------------- -------------------- ------------------

<S> <C> <C> <C>
John W. Abbott 75,000 $ 750,000 3.3%
Director, President and
Chief Executive Officer

Robert H. Becker 50,000 500,000 2.2%
Chairman of the Board

Thomas M. Dible 25,000 250,000 1.1%
Director

Frank H. Freund 100,000 1,000,000 (3) 4.4%
Director

James L. Reutter 15,000 150,000 0.7%
Director

Harry K. Kantarian 15,000 150,000 0.7%
Director

John D. Bamberger 15,000 150,000 0.7%
Director

Richard J. Benson 15,000 150,000 0.7%
Vice President and Chief
Technology Officer

Rick L. Laber 10,000 100,000 0.4%
Vice President and Chief
Financial Officer

Jack G. Nimphie 40,000 400,000 1.8%
Vice President and Chief
Information Officer

Sally A. Peters 20,000 200,000 0.9%
Vice President and Chief
Marketing Officer

C. Wayne Weaver 40,000 400,000 1.8%
------- -------- ----
Vice President, Secretary Treasurer

All directors and executive officers
as a group (12 persons) 420,000 $4,200,000 18.7%

(footnotes on following page)

27
<PAGE>
<FN>
(footnotes for table on previous page)
--------
(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. Directors and
officers have sole voting and investment power or shared voting and
investment power with their spouses.
(3) Represents shares to be purchased by Mutual Insurance Corporation of
America, of which Mr. Freund is the Chief Financial Officer.
</FN>
</TABLE>

CERTAIN TRANSACTIONS

The six organizers of eZ Bancorp and eZCommunityBank.com have made
loans, to fund certain organizational and prepaid operating expenses until we
can raise funds in this offering. Loans at November 7, 2000 from Mr. Abbott, Mr.
Nimphie, Mr. Weaver, and the six organizers as a group totaled approximately
$172,000, $69,000, $69,000 and $398,000, respectively. We expect the organizers
will loan eZ Bancorp an additional $613,000 between November 8, 2000 and
December 31, 2000, with additional amounts to be loaned thereafter, as
necessary. We will repay these loans only from the proceeds of this offering. We
will pay interest of prime plus 2% per annum on the amount of any loaned funds.
If the minimum number of shares are not subscribed for, these loans will not be
repaid.

We anticipate that our directors and officers and the business and
professional organizations with which they are associated will have banking
transactions with eZCommunityBank.com in the ordinary course of business.
However, no loans will be originated, or made to directors, officers or
employees.

Proposed director Harry K. Kantarian is Of Counsel with the law firm
Stradley Ronon Housley Kantarian & Bronstein, LLP, Washington, D.C. The
organizers have used this law firm and the predecessor firm, Housley Kantarian &
Bronstein, P.C., for corporate legal services in connection with its organizing
activities. Through November 7, 2000, the organizers have paid legal fees to the
firm totaling approximately $15,000. The organizers intend to use the legal
services of the firm on an ongoing basis.

SUPERVISION AND REGULATION

The following is a summary of certain statutes and regulations which
will affect eZ Bancorp and eZCommunityBank.com. This summary is qualified in its
entirety by reference to the particular statutes and regulations. A change in
applicable laws or regulations may have a material effect on our businesses and
prospects.

GENERAL

Financial institutions and their holding companies are extensively
regulated under federal and state law. Consequently, the growth and earnings
performance of eZ Bancorp and eZCommunityBank.com 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 Division of Financial Institutions of the Michigan Office of
Financial and Insurance Services ("OFIS"), 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

28
<PAGE>
collateral for loans, the establishment of branches, mergers, consolidations and
dividends. The system of supervision and regulation which will apply to eZ
Bancorp and eZCommunityBank.com 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
stockholders of eZ Bancorp and eZCommunityBank.com.

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

FINANCIAL MODERNIZATION LEGISLATION

The enactment of the Gramm-Leach-Bliley Act of 1999 (the "GLB Act")
modified many of the principal federal laws which regulate financial
institutions and sweeps away large parts of a regulatory framework that had its
origins in the Depression Era of the 1930s.

Effective March 11, 2000, new opportunities became available for
banking organizations, other depository institutions, insurance companies and
securities firms to enter into combinations that permit a single financial
services organization to offer customers a more complete array of financial
products and services. Specifically, the GLB Act provides two new vehicles
through which a banking organization can engage in a variety of activities
which, prior to the Act, were not permitted. First, a bank holding company
meeting certain requirements may elect to become a financial holding company
("FHC"). FHCs are generally authorized to engage in all "financial activities"
and, under certain circumstances, to make equity investments in other companies
(i.e., merchant banking). In order to be eligible to elect to become a FHC, a
bank holding company and all of its depository financial institutions must: (1)
be "well capitalized"; (2) be "well managed"; and (3) have a rating of
"satisfactory" or better in their most recent Community Reinvestment Act
examination. Both the bank holding company and all of its depository financial
institutions must also continue to satisfy these requirements after the bank
holding company elects to become a FHC or the FHC will be subject to various
restrictions. The Federal Reserve Board will be the umbrella regulator of FHCs,
but functional regulation of a FHC's separately regulated subsidiaries will be
conducted by their primary functional (usually banking) regulator.

Second, the GLB Act also provides that a national bank (and a state
bank, so long as otherwise allowable under its state's law), which satisfies
certain requirements, may own a new type of subsidiary called a financial
subsidiary ("FS"). The GLB Act authorizes FSs to engage in many (but not all) of
the activities that FHCs are authorized to engage in. In order to be eligible to
own a FS, a bank must satisfy the three requirements noted above, plus several
additional requirements.

The GLB Act also imposes several rules that are designed to protect the
privacy of the customers of financial institutions. For example, the GLB Act
requires financial institutions to annually adopt and disseminate a privacy
policy and prohibits financial institutions from disclosing certain customer
information to "non-affiliated third parties" for certain uses. All financial
institutions, regardless of whether they elect to utilize FHCs or FSs, are
subject to the GLB Act's privacy provisions. eZ Bancorp and eZCommunityBank.com
will be subject to the GLB Act's privacy provisions and will also be subject to
certain other federal and state laws that deal with the use and distribution of
non-public personal information. In addition to its privacy provisions, the GLB
Act also contains various other provisions that apply to banking organizations,
regardless of whether they elect to utilize FHCs or FSs.

We believe that one of the effects of the GLB Act may be to
significantly increase competition in the banking business. After
eZCommunityBank.com has commenced business operations, we will evaluate the
desirability of electing to become a FHC. Currently, we have no plans to make
such an election.

eZ BANCORP

GENERAL. eZ Bancorp will be a bank holding company and, as such, we
will be registered with, and subject to regulation by, the Federal Reserve Board
under the Bank Holding Company Act, as amended

29
<PAGE>
(the "BHCA"). Under the BHCA, we will be subject to periodic examination by the
Federal Reserve Board, and we will be required to file with the Federal Reserve
Board periodic reports of our operations and such additional information as the
Federal Reserve Board may require.

In accordance with Federal Reserve Board policy, eZ Bancorp will be
expected to act as a source of financial strength to eZCommunityBank.com and to
commit resources to support the Bank in circumstances where eZ Bancorp might not
do so absent such policy. In addition, if the Commissioner of OFIS deems the
Bank's capital to be impaired, the Commissioner may require the Bank to restore
its capital by a special assessment upon eZ Bancorp as the Bank's sole
stockholder. If eZ Bancorp 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 eZ Bancorp 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 eZ Bancorp of any voting shares of any bank which would result in
eZ Bancorp'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 eZ
Bancorp with another bank holding 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 eZ
Bancorp 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 cases an
application to, and the prior approval of, the Federal Reserve Board under the
BHCA and/or the Commissioner of OFIS 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 ten business days after the activity
is commenced. If a bank holding 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.

30
<PAGE>

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 holding 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 average 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 stockholders' equity) to
total average 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. The
Federal Reserve Board requires the Bank to remain well-capitalized and eZ
Bancorp, Inc. to maintain a leverage ratio of at least 5%, a Tier 1 risk-based
ratio of at least 6%, and a total risk-based ratio of at least 10%.

DIVIDENDS. eZ Bancorp is a corporation separate and distinct from
eZCommunityBank.com. Most of eZ Bancorp's revenues will be received in the form
of dividends paid by eZCommunityBank.com when and if the Bank is legally
permitted to pay dividends. Thus, eZ Bancorp's ability to pay dividends to its
stockholders will be indirectly limited by statutory restrictions on
eZCommunityBank.com's ability to pay dividends. However, as noted above, eZ
Bancorp has no plan to pay cash dividends for at least three years, and for the
foreseeable future. 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
experiencing earnings weakness should not pay cash dividends exceeding its net
income or which can only be funded in ways that weakens the bank'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 eZCommunityBank.com 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 a bank holding 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 eZ Bancorp, 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. While eZ Bancorp's Articles of
Incorporation authorize the issuance of Preferred Stock, we have no present
plans to do so.

EZCOMMUNITYBANK.COM

GENERAL. eZCommunityBank.com will be a Michigan banking corporation,
and its deposit accounts will be insured by the Bank Insurance Fund (the "BIF")
of the FDIC. The Bank will not be a member of the Federal Reserve System.
eZCommunityBank.com will be subject to the examination, supervision, reporting
and enforcement requirements of the Division of Financial Institutions of OFIS,
as the chartering authority for Michigan banks, and the FDIC. These agencies and
the federal and state laws

31
<PAGE>

which will apply to eZCommunityBank.com and our 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 is 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 2000, ranging from 0%
of deposits for institutions in the lowest risk category to 0.27% 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.

MICHIGAN ASSESSMENTS. Michigan banks are required to pay supervisory
fees to the Michigan Division of Financial Institutions of OFIS to fund the
operations of the Division of Financial Institutions. The amount of supervisory
fees paid by a bank is based upon the bank's total assets, as reported to the
Division of Financial Institutions.

FICO ASSESSMENTS. Pursuant to federal legislation enacted September 30,
1996, eZCommunityBank.com, as a member of the BIF, will be 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. Prior to January 1, 2000, the FICO assessments
made against BIF members could not exceed 20% of the amount of FICO assessments
made against SAIF members. Last year, SAIF members paid FICO assessments at a
rate equal to approximately 0.059% of deposits while BIF members paid FICO
assessments at a rate equal to approximately 0.012% 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 banks which are not members
of the Federal Reserve System, such as eZCommunityBank.com: a leverage
requirement consisting of a minimum ratio of Tier 1 capital to total average
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
stockholders' 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.

32
<PAGE>

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:
<TABLE>
<CAPTION>
Total Tier 1
Risk-Based Risk-Based
Capital Ratio Capital Ratio Leverage Ratio
------------- ------------- --------------

<S> <C> <C> <C>
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
<FN>
*3% if the institution is one of the most highly rated banks.
</FN>
</TABLE>

We expect that the FDIC's preliminary approval of FDIC insurance for
eZCommunityBank.com's deposits will require that eZCommunityBank.com maintain a
Tier 1 capital to asset ratio of at least 8% during its first three years of
operation. However, eZCommunityBank.com is required to have a higher capital to
asset ratio during its first three years of operations because it is an Internet
bank.

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, eZCommunityBank.com is restricted as to
the maximum amount of dividends it may pay on its common stock.
eZCommunityBank.com will not be permitted to pay dividends except out of net
income 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
eZCommunityBank.com 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
income 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 of
OFIS, by vote of stockholders owning two-thirds 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. eZCommunityBank.com 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. eZCommunityBank.com's Articles of
Incorporation do not authorize the issuance of Preferred Stock and there are no
current plans to seek such authorization.

33
<PAGE>
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. eZCommunityBank.com is subject to certain
restrictions imposed by the Federal Reserve Act on any extensions of credit to
eZ Bancorp or its subsidiaries, on investments in the stock or other securities
of eZ Bancorp or its subsidiaries and the acceptance of the stock or other
securities of eZ Bancorp or its subsidiaries as collateral for loans. Certain
limitations and reporting requirements are also placed on extensions of credit
by eZCommunityBank.com to its directors and officers, to directors and officers
of eZ Bancorp and its subsidiaries, to principal stockholders of eZ Bancorp, and
to "related interests" of such directors, officers and principal stockholders.
In addition, federal law and regulations may affect the terms upon which any
person becoming a director or officer of eZ Bancorp or one of its subsidiaries
or a principal stockholder of eZ Bancorp may obtain credit from banks with which
eZCommunityBank.com 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 eZCommunityBank.com.

CONSUMER PROTECTION LAWS. In receiving deposits, eZCommunityBank.com
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. A number of other laws and regulations will
apply to eZCommunityBank.com if it should engage in consumer lending. Violation
of these laws could result in the imposition of significant damages and fines
upon eZCommunityBank.com and its directors and officers.

BRANCHING AUTHORITY. Michigan banks, such as eZCommunityBank.com, 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 of OFIS and the FDIC).

34
<PAGE>
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 of OFIS, (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 of OFIS, (i) the acquisition by a
Michigan-chartered bank of one or more branches (not comprising all or
substantially all of the assets) of a bank, savings bank, savings and loan
association or credit union located in Michigan or 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, U.S. territories or protectorates or a foreign country, 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

Our authorized capital stock consists of nine million (9,000,000)
shares of common stock and one million (1,000,000) shares of preferred stock. As
of the date of this Prospectus, 60 shares have been issued and are outstanding.
Michigan law allows our board of directors to issue additional shares of stock
up to the total amount of common stock or preferred stock authorized without
obtaining the prior approval of the stockholders. The following summary of
certain terms of the common stock and preferred stock is not complete and you
may refer to our Articles of Incorporation and Bylaws, copies of which are
available for inspection.

In general, stockholders or subscribers for our stock have no personal
liability for the debts and obligations of eZ Bancorp because of their status as
stockholders or subscribers, except to the extent that the subscription price or
other agreed consideration for the stock has not been paid.

COMMON STOCK

We are authorized to issue nine million (9,000,000) shares of common
stock. Upon completion of the offering, a minimum of 2,250,000 and a maximum of
2,750,000 shares of common stock will be issued and outstanding. All shares of
common stock offered will be duly authorized and will, upon payment as described
in this Prospectus, be fully paid and nonassessable. Subject to all the rights
of holders of any other class or series of stock, holders of common stock will
be entitled to receive dividends if and when the board of directors of eZ
Bancorp declares dividends from funds legally available. Under the Michigan
Business Corporation Act (MBCA), dividends may be legally declared or paid only
if after the distribution we can pay our debts as they come due in the usual
course of business and our total assets equal or exceed the sum of our
liabilities plus the amount that would be needed to satisfy the preferential
rights upon

35
<PAGE>
dissolution of any holders of outstanding Preferred Stock whose preferential
rights are superior to those receiving the distribution. In addition, holders of
common stock share ratably in the net assets of eZ Bancorp upon the voluntary or
involuntary liquidation, dissolution or winding up of eZ Bancorp, after
distributions are made to anyone with more senior rights.

In general, each outstanding share of common stock entitles the holder
to vote in the election of directors and on all other matters requiring
stockholder action, and each share is entitled to one vote. There is no
cumulative voting in the election of directors, which means that the holders of
a majority of the outstanding shares of common stock can elect all of the
directors then standing for election and the holders of the remaining shares
will not be able to elect any directors.

Holders of common stock have no conversion, sinking fund, redemption
rights or preemptive rights to subscribe for any securities of eZ Bancorp or
eZCommunityBank.com.

Our Articles of Incorporation grant to the board of directors the right
to classify or reclassify any unissued shares of common stock from time to time
by setting or changing the designations, preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms or conditions of redemption. Accordingly, the board of directors could
authorize the issuance of additional shares of common stock with terms and
conditions which could have the effect of discouraging a takeover or other
transaction which some of our stockholders might believe to be in their best
interests or in which they might receive a premium for their shares of common
stock over the market price of such shares. As of the date hereof, we have no
plans to classify or reclassify any unissued shares of the common stock.

MARKET FOR COMMON STOCK

No market exists for the common stock, and although we have applied for
listing of the common stock on The Nasdaq SmallCap Market under the symbol
"_____", we cannot assure you that an active and liquid trading market for the
common stock will develop or be maintained.

PREFERRED STOCK

We are authorized to issue one million (1,000,000) shares of preferred
stock. Shares of preferred stock may be issued from time to time by the board of
directors in one or more series. Prior to issuance of shares of each series the
board of directors is required by the MBCA to fix for each series the
designation, preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms or
conditions of redemption. As noted above, the board of directors could authorize
the issuance of shares of preferred stock with terms and conditions which could
have the effect of discouraging a takeover or other transaction which some of
our stockholders might believe to be in their best interests or in which they
might receive a premium for their shares of common stock over the market price
of such shares. As of the date hereof, we have no plans to issue any preferred
stock.

SHARES AVAILABLE FOR ISSUANCE

The availability for issuance of a substantial number of shares of
common stock or preferred stock at the discretion of the Board of Directors will
provide us 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, except for the shares of common
stock reserved for issuance under our stock option plans.

Uncommitted authorized but unissued shares of common stock or preferred
stock may be issued from time to time to such persons and for such consideration
as the board of directors 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

36
<PAGE>
board of directors regarding the submission of such issuance to our
stockholders. As noted, our stockholders will have no preemptive rights to
subscribe to newly issued shares.

Moreover, it will be possible that additional shares of common stock or
preferred stock would be issued for the purpose of making an acquisition by an
unwanted suitor of a controlling interest in eZ Bancorp more difficult, time
consuming or costly or would otherwise discourage an attempt to acquire control
of eZ Bancorp. Under such circumstances, the availability of authorized and
unissued shares of common stock and preferred stock may make it more difficult
for stockholders 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 eZ Bancorp 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 eZ
Bancorp in opposing such an attempt by a third party to gain control of eZ
Bancorp. The issuance of new shares of common stock or preferred stock could
also be used to dilute ownership of a person or entity seeking to obtain
control. Although we do not currently contemplate taking any such action, shares
of our 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.

ANTI-TAKEOVER PROVISIONS UNDER MICHIGAN LAW AND IN EZ BANCORP'S ARTICLES OF
INCORPORATION

In addition to the utilization of authorized but unissued shares as
described above, our Articles and the MBCA contain other provisions which could
be utilized by us to impede certain efforts to acquire control of eZ Bancorp.
Those provisions include the following:

CONTROL SHARE ACT. The MBCA contains provisions intended to protect
stockholders 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."
eZ Bancorp 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. eZ Bancorp has not "opted out" of the
Control Share Act.

FAIR PRICE ACT. Certain provisions of the MBCA known as 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 stockholders 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.

37
<PAGE>
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 stockholder 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. Our board of directors 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 eZ Bancorp even
though opposed by the holders of a majority of the outstanding shares of common
stock.

Under eZ Bancorp's Articles of Incorporation, all nominations for
directors by a stockholder must be delivered to eZ Bancorp in writing at least
60, but not more than 90, days prior to the annual meeting of the stockholders.
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 stockholders
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 stockholders about such
qualifications. Although this nomination procedure does not give the board of
directors any power to approve or disapprove of stockholder 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.

eZ Bancorp'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 stockholders called
for that purpose, of the holders of at least 80% of the voting power of the
then-outstanding shares of capital stock of eZ Bancorp 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 eZ Bancorp'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 stockholders 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 our Articles of Incorporation,
the only business that may be conducted at an annual or special meeting of
stockholders is business that has been brought before the meeting by or at the
direction of the majority of the directors or by a stockholder: (i) who provides

38
<PAGE>

timely notice of the proposal in writing to the secretary of eZ Bancorp and the
proposal is a proper subject for action by stockholders under Michigan law or
(ii) whose proposal is included in our 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 stockholder's notice of
proposal must be delivered to, or mailed to and received at our principal
executive offices 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 eZ Bancorp not more than 10 days after we mail notice
of the special meeting. The stockholder's notice of proposal must set forth in
writing each matter the stockholder proposes to bring before the meeting
including: (i) the name and address of the stockholder submitting the proposal,
as it appears on our books and records; (ii) a representation that the
stockholder: (a) is a holder of record of stock of eZ Bancorp 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 stockholder vote; (iii) a brief
description of the proposal desired to be submitted to the meeting for
stockholder vote and the reasons for conducting such business at the meeting;
and (iv) the description of any financial or other interest of the stockholder
in the proposal. This procedure may limit to some degree the ability of
stockholders to initiate discussions at annual stockholders meetings. It may
also preclude the conducting of business at a particular meeting if the proposed
notice procedures have not been followed.

CERTAIN STOCKHOLDER ACTION. eZ Bancorp's Articles of Incorporation
require that any stockholder action must be taken at an annual or special
meeting of stockholders, that any meeting of stockholders must be called by the
board of directors or the chairman of the board, and prohibit stockholder action
by written consent. Stockholders of eZ Bancorp are not permitted to call a
special meeting or require that the board call such a special meeting. The MBCA
permits stockholders 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 our principal place of business or registered office is located to order a
special meeting of stockholders 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 of Incorporation before the stockholders 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.

eZ Bancorp's Articles of Incorporation require that in order to amend,
repeal or adopt any provision inconsistent with Article IX relating to the board
of directors, Article X relating to stockholder proposals or Article XI with
respect to certain stockholder 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 stockholders at any meeting of the stockholders 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 eZ Bancorp. These amendment requirements could,
therefore adversely affect the potential realizable value of stockholders'
investments.

BOARD EVALUATION OF CERTAIN OFFERS. Article XIII of eZ Bancorp's
Articles of Incorporation provides that the board of directors shall not
approve, adopt or recommend any offer of any person or entity (other than eZ
Bancorp) to make a tender or exchange offer for any common stock, to merge or
consolidate eZ Bancorp with any other entity, or to purchase or acquire all or
substantially all of eZ Bancorp'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 eZ Bancorp and
its stockholders. 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.

39
<PAGE>
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 stockholders,
considering historical trading prices of the capital stock of eZ Bancorp, the
price that could be achieved in a negotiated sale of eZ Bancorp as a whole, past
offers, and the future prospects of eZ Bancorp; (ii) the potential social and
economic impact of the proposed transaction on eZ Bancorp, 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 XIII, at least 80% of the stockholders, 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.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

eZ Bancorp's Articles of Incorporation provide indemnification rights
to directors, officers and certain other persons for liabilities and expenses
incurred in connection with their service on behalf of eZ Bancorp.

The Articles of Incorporation require eZ Bancorp to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, by reason of the
fact that the person is or was a director or officer of eZ Bancorp, or is or was
serving at the request of eZ Bancorp as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, whether for profit or not.
Indemnification is provided for all types of proceedings, whether civil,
criminal, administrative or investigative and whether formal or informal,
including actions by or in the right of the corporation (such as derivative
actions). Indemnification is provided for expenses (including actual and
reasonable attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by the indemnified person in
connection with such action, suit or proceeding. To be entitled to
indemnification, a person must have acted in good faith and in a manner he or
she reasonable believed to be in or not opposed to the best interests of eZ
Bancorp or its stockholders, and with respect to any criminal action or
proceeding, must have had no reasonable cause to believe his or her conduct was
unlawful. In addition, no indemnification will be provided in respect of any
claim, issue or matter in which the person has been found liable to eZ Bancorp
except to the extent that a court of competent jurisdiction determines upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court shall deem proper.

The Articles of Incorporation provide that a person who has been
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter in the
action, suit or proceeding, will be indemnified against actual and reasonable
expenses (including attorneys' fees) incurred by such person in connection with
the matter as well.

The Articles of Incorporation also provide for the payment by eZ
Bancorp of the expenses of a person entitled to indemnification, in advance of
the final disposition of the proceeding, if the person furnishes eZ Bancorp a
written affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct described above and furnishes the corporation a
written undertaking to repay the advance if it is ultimately determined that he
or she did not meet the standard of conduct. The undertaking must be an
unlimited general obligation of the person receiving advances but need not be
secured.

40
<PAGE>

FDIC regulations impose limitations on indemnification payments which could
restrict, in certain circumstances, payments by eZ Bancorp or
eZCommunityBank.com to their respective directors or officers otherwise
permitted under the MBCA or the Michigan Banking Code, respectively.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of eZ
Bancorp pursuant to the provisions discussed above or otherwise, eZ Bancorp has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

LIMITATION OF DIRECTOR LIABILITY. The MCBA permits corporations to limit
the personal liability of their directors in certain circumstances. eZ Bancorp's
Articles of Incorporation provide that a director of eZ Bancorp shall not be
personally liable to eZ Bancorp or its stockholders for money damages for any
action taken or any failure to take any action as a director, except liability
for (i) the amount of a financial benefit received by a director to which he or
she is not entitled, (ii) intentional infliction of harm on the corporation or
the stockholders, (iii) a violation of Section 551 of the MBCA relating to
impermissible distributions to stockholders or loans to directors, officers or
employees, or (iv) an intentional criminal act.

SHARES ELIGIBLE FOR FUTURE SALE

All shares sold in this offering will be freely tradeable without
restriction, except for any shares purchased by an "affiliate" of eZ Bancorp.
Those shares will be subject to the resale limitations set forth in Securities
and Exchange Commission Rule 144.

No market exists now for our shares, and we do not expect one to develop in
the foreseeable future. However, if a market did develop, the sale of a
substantial number of shares in that market could decrease the prevailing market
price of our stock and also could impair our ability to raise more funds in the
future.

All of eZ Bancorp's officers and directors are considered "affiliates"
within the meaning of Rule 144 and will, therefore, be subject to the applicable
resale limitations of that Rule with respect to the shares purchased in this
offering. In general, the number of shares that can be sold by each affiliate in
brokers' transactions, (as that term is used in Rule 144) within any three month
period may not exceed the greater of (i) 1% of the outstanding shares as shown
by the most recent report or statement published by eZ Bancorp, or (ii) the
average weekly reported volume of trading in the shares on all national
securities exchanges and/or reported through the automated quotation system of a
registered securities association during the four calendar weeks preceding the
sale.

In addition, during the three year period subsequent to the closing of the
offering (assuming it is successful) Tucker Anthony will have the option, but
not the obligation, to invest an amount equal to 2% of the amount raised in the
offering in equity securities (in a form to be determined by agreement between
Tucker Anthony and eZ Bancorp) of eZ Bancorp on the same terms as provided for
in this offering.

LEGAL PROCEEDINGS

Neither eZ Bancorp nor eZCommunityBank.com are a party to any pending legal
proceeding. We also believe there is no litigation threatened in which we face
potential loss or exposure or which will materially affect stockholders' equity
or our business or financial condition upon completion of this offering.

41
<PAGE>
While Mr. Kantarian's interests are not believed to be adverse to those of eZ
Bancorp, Mr. Kantarian is Of Counsel to the law firm.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered by
this Prospectus will be passed upon for eZ Bancorp by Stradley Ronon Stevens &
Young, LLP, Philadelphia, Pennsylvania. Proposed director Harry K. Kantarian is
Of Counsel with the law firm Stradley Ronon Housley Kantarian & Bronstein, LLP,
Washington, D.C., which is part of Stradley Ronon Stevens & Young, LLP. The
organizers have used this law firm and the predecessor firm, Housley Kantarian &
Bronstein, P.C., for corporate legal services in connection with its organizing
activities. The organizers intend to use the legal services of the firm on an
ongoing basis. Certain legal matters in connection with the offering will be
passed upon for Tucker Anthony by Varnum, Riddering, Schmidt & Howlett, LLP,
Grand Rapids, Michigan.

EXPERTS

EBC Development LLC is the Corporation established by the six
organizers to organize eZ Bancorp and eZCommunityBank.com. The financial
statements of EBC Development LLC as of, and for the periods ended December 31,
1999 and November 7, 2000, and eZ Bancorp as of November 7, 2000 in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are a newly organized company and to date have not issued any
capital stock or engaged in any business operations. We are not currently
required to file reports with the Securities and Exchange Commission, although
we will do so after this offering. We will furnish stockholders with annual
reports containing audited financial statements. We may also send other reports
to keep stockholders informed of our business.

We have filed a Registration Statement on Form SB-2 with the Securities
and Exchange Commission and this Prospectus is included in the Registration
Statement. This Prospectus does not contain all of the information contained in
the Registration Statement. You can read the Registration Statement and the
exhibits to the Registration Statement at the following public reference
facilities of the Securities and Exchange Commission: 450 Fifth Street, NW, Room
1024, Washington, DC 20549; 7 World Trade Center, Suite 1300, New York, New
York, 10048; and the Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. You can obtain copies of the Registration
Statement and the exhibits for a fee from the Public Reference Room of the
Securities and Exchange Commission, 450 Fifth Street, NW, Room 1024, Washington,
DC 20549. You may call 1-800-SEC-0330 to obtain information on the operation of
the Public Reference Room. These materials also may be accessed via the
Securities and Exchange Commission's Internet Web site. The address of that Web
site is http://www.sec.gov.

No one is authorized to give you information that is not included in
this Prospectus. If someone gives you any other information you should not rely
upon it because we may not have authorized the use of that information. We may
deliver this Prospectus to a prospective investor or sell shares of common stock
in this offering even if the information in this Prospectus changes after the
date on the cover of the Prospectus. This Prospectus is not an offer to sell the
common stock and is not soliciting an offer to buy the common stock in any state
where the offer or sale is not permitted.

42
<PAGE>

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

eZ Bancorp, Inc.
(a Development Stage Company)

as of November 7, 2000

EBC Development, LLC
(a Development Stage Company)

For the period from July 19, 1999 (date of inception)
to December 31, 1999, and the period from
January 1, 2000 to November 7, 2000 (date of dissolution)

CONTENTS

Report of Independent Auditors...............................................44

Financial Statements

Balance Sheet - eZ Bancorp, Inc. ............................................45
Balance Sheets - EBC Development, LLC........................................46
Statements of Income - EBC Development, LLC..................................47
Statement of Members' Capital (Deficit) - EBC Development, LLC. .............48
Statements of Cash Flows - EBC Development, LLC .............................49
Notes to Financial Statements ...............................................50

43
<PAGE>

Report of Independent Auditors

The Board of Directors
eZ Bancorp, Inc.
The Members of EBC Development, LLC

We have audited the accompanying balance sheet of eZ Bancorp, Inc. as of
November 7, 2000. We have also audited the accompanying balance sheets of EBC
Development, LLC as of December 31, 1999 and November 7, 2000 (date of
dissolution), and the related statements of income, members' capital, and cash
flows for the period from July 19, 1999 (date of inception) to December 31,
1999, and the period from January 1, 2000 to November 7, 2000 (date of
dissolution). These financial statements are the responsibility of management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits 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 audits provide 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 eZ Bancorp, Inc. at November 7,
2000, the financial position of EBC Development, LLC at December 31, 1999 and
November 7, 2000, and the results of the operations and cash flows of EBC
Development, LLC for the period from July 19, 1999 (date of inception) to
December 31, 1999, and the period from January 1, 2000 to November 7, 2000 (date
of dissolution), in conformity with accounting principles generally accepted in
the United States.

/s/ Ernst & Young, LLP

November 15, 2000

44
<PAGE>

Financial Statements

eZ Bancorp, Inc.
(a Development Stage Company)

Balance Sheet

November 7, 2000

ASSETS
Cash $ 11,055
---------
Total assets $ 11,055
=========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable $ 81,542
Notes payable 398,097
Accrued interest payable 19,339
---------
498,978

Shareholders' equity (deficit)
Preferred stock, no par value, 1,000,000 shares authorized,
none outstanding --
Common stock, no par value, 9,000,000 shares authorized,
60 shares issued and outstanding 300
Deficit accumulated during the development stage (488,223)
---------

Total liabilities and shareholders' equity (deficit) $ 11,055
=========

See notes to financial statements.

45
<PAGE>

Financial Statements

EBC Development, LLC
(a Development Stage Company)

Balance Sheets
<TABLE>
<CAPTION>

NOVEMBER 7,
2000
(DATE OF DECEMBER 31,
DISSOLUTION) 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash $ -- $ 11,888
--------- ---------
Total Assets $ -- $ 11,888
========= =========

LIABILITIES AND MEMBERS' CAPITAL (DEFICIT)
Accounts payable $ -- $ 10,400
Notes payable -- --
Accrued interest payable -- --
--------- ---------
-- 10,400

Members' capital (deficit)
Members' capital -- 24,000
Deficit accumulated during the development stage -- (22,512)
--------- ---------
-- 1,488

Total liabilities and members' capital (deficit) $ -- $ 11,888
========= =========
</TABLE>

See notes to financial statements.

46
<PAGE>

Financial Statements

EBC Development, LLC
(a Development Stage Company)

Statements of Income
<TABLE>
<CAPTION>
FOR THE PERIOD FROM FOR THE PERIOD
JANUARY 1, 2000 TO FROM JULY 19, 1999
NOVEMBER 7, 2000 (DATE OF INCEPTION)
(DATE OF DISSOLUTION) TO DECEMBER 31,
1999
--------------------- -------------------

<S> <C> <C>
Interest income $ 1,315 $ 117

Expenses:
Compensation expense 307,712 --
Legal and professional 105,614 3,434
Interest 19,339 --
Occupancy 17,200 7,500
Other 17,161 11,695
----------- ---------
Total expenses 467,026 22,629
----------- ---------
Net loss $ (465,711) $ (22,512)
=========== =========
</TABLE>

See notes to financial statements.

47
<PAGE>

Financial Statements

EBC Development, LLC
(a Development Stage Company)

Statement of Members' Capital (Deficit)

MEMBERS'
CAPITAL
(DEFICIT)
---------

Initial contribution and members' capital at July 19, 1999
(date of inception) $ 24,000
Net loss (22,512)
---------
Balance at December 31, 1999 1,488
Distributions (24,000)
Net loss (465,711)
Transfer of assets and assumption of liabilities 488,223
---------
Balance at November 7, 2000 (date of dissolution) $ --
=========

See notes to financial statements.

48
<PAGE>

Financial Statements

EBC Development, LLC
(a Development Stage Company)

Statements of Cash Flows

FOR THE PERIOD FROM FOR THE PERIOD
JANUARY 1, 2000 TO FROM JULY 19, 1999
NOVEMBER 7, 2000 (DATE OF INCEPTION)
(DATE OF DISSOLUTION) TO DECEMBER 31,
1999
--------------------- -------------------

<S> <C> <C>
Net loss $ (465,711) $ (22,512)
Adjustments to reconcile net loss to net cash
used by operating activities:
Decrease in accounts payable (10,400) 10,400
----------- ----------
Net cash used in operations (476,111) (12,112)

FINANCING ACTIVITIES
Member capital contributions -- 24,000
Member capital distributions (24,000) --
Transfer of assets and assumption of liabilities 488,223 --
----------- ----------
Net cash provided by financing activities 464,223 24,000
----------- ----------
Increase (decrease) in cash (11,888) 11,888
Cash at beginning of period 11,888 --
----------- ----------
Cast at end of period $ 0 $ 11,888
=========== ==========
</TABLE>

See notes to financial statements.

49
<PAGE>

eZ Bancorp, Inc.
(a Development Stage Company)

EBC Development, LLC
(a Development Stage Company)

Notes to Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: EBC Development, LLC (EBC) was formed on July 19, 1999,
---------------------
(date of inception) for the sole purpose of organizing eZ Bancorp, Inc. (the
"Company"). EBC was dissolved on November 7, 2000, (date of dissolution) and all
assets and liabilities were transferred and assumed by eZ Bancorp, Inc. on the
same day. eZ Bancorp, Inc. was incorporated under the laws of the state of
Michigan on November 7, 2000, for the purpose of holding all of the outstanding
common stock of eZCommunityBank.com (the "Bank"), whose application to obtain a
charter from the Commissioner of the Office of Financial and Insurance Services
of the State of Michigan ("Commissioner") has been approved subject to certain
conditions. The Company is attempting to raise $22.5 million to $27.5 million of
capital through an initial public offering of 2,250,000 to 2,750,000 shares of
common stock at a price of $10 per share. The Company and the Bank have not
conducted any significant business other than matters incidental to their
organizations, as reflected in the accompanying financial statements, and will
commence banking operations only after receipt of necessary regulatory approvals
from the Commissioner, the Federal Deposit Insurance Corporation, and the Board
of Governors of the Federal Reserve System.

Because planned principal activities have not commenced, the Company is
considered a development stage company.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

Organizational Costs: Organizational costs are expensed as incurred.
--------------------

Notes Payable: Notes payable represent loans from organizers that bear interest
-------------
at prime plus 2% and mature June 30, 2001. If the conditions of the initial
public offering are not met, the loans will be repaid, to the extent possible,
with excess funds after deducting all of the Company's operating expenses.

Income Taxes: Federal income taxes are not provided for by EBC Development, LLC
------------
because taxable income or loss is includable in the income tax returns of the
members.

50
<PAGE>

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

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.

2,250,000 Shares (Minimum)

2,750,000 Shares (Maximum)

eZ Bancorp, Inc.

Common Stock

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

TUCKER ANTHONY CAPITAL MARKETS

___________, 2001

Until _____________, 2001 (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.
--------------------------------------------------------------------------------

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

MICHIGAN LAW. Section 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 indemnification 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.

ARTICLES OF INCORPORATION. eZ Bancorp's Articles of Incorporation
provide indemnification rights to directors, officers and certain other persons
for liabilities and expenses incurred in connection with their service on behalf
of eZ Bancorp.

II-1
<PAGE>

LIMITATION OF DIRECTOR LIABILITY. The MCBA permits corporations to
limit the personal liability of their directors in certain circumstances. eZ
Bancorp's Articles of Incorporation provide that a director of eZ Bancorp shall
not be personally liable to eZ Bancorp or its stockholders for money damages for
any action taken or any failure to take any action as a director, except
liability for (i) the amount of a financial benefit received by a director to
which he or she is not entitled, (ii) intentional infliction of harm on the
corporation or the stockholders, (iii) a violation of Section 551 of the MBCA
relating to impermissible distributions to stockholders or loans to directors,
officers or employees, or (iv) an intentional criminal act.

The Registrant has agreed to indemnify Tucker Anthony, and Tucker
Anthony 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.

Federal Deposit Insurance Corporation regulations impose limitations on
indemnification payments which could restrict, in certain circumstances,
payments by eZ Bancorp or eZCommunityBank.com to their respective directors or
officers otherwise permitted under the MBCA or the Michigan Banking Code,
respectively.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
eZ Bancorp pursuant to the provisions discussed above or otherwise, eZ Bancorp
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES AND 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.............................. $ 7,260
NASD Filing Fee................................... *
Printing and Mailing Expenses..................... *
Accounting Fees................................... *
Transfer and Registrar's Fees..................... *
Legal Fees and Expenses........................... *
Blue Sky Fees and Expenses........................ *
Miscellaneous..................................... *
------------
Total......................................... $ *
============
---------
* To be provided by amendment.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Through November 7, 2000, the registrant has borrowed approximately
$398,000 from the six organizers 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 the Securities Act of 1933 for such
transactions. No actual sales of the registrant's shares of common stock have
been made.

ITEM 27. EXHIBITS.

Reference is made to the Exhibit Index which appears at page II-5 of
the Registration Statement.

II-2
<PAGE>

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 to 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,
Tucker Anthony 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-3
<PAGE>

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 Grand Rapids, State of Michigan, on November 27,
2000.

eZ BANCORP, INC.

By: /s/ John W. Abbott
-------------------------------------
John W. Abbott
President and Chief Executive Officer
(Duly Authorized Representative)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John W. Abbott and Rick L. Laber, 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
<TABLE>
<CAPTION>

Signatures Title Date
---------- ----- ----

<S> <C> <C>
/s/ John W. Abbott Director, President and Chief November 27, 2000
----------------------------------------- Executive Officer
John W. Abbott (Principal Executive Officer)

/s/ Rick L. Laber Vice President and Chief November 27, 2000
----------------------------------------- Financial Officer
Rick L. Laber (Principal Financial Officer)

/s/ Robert H. Becker Chairman of the Board November 27, 2000
-----------------------------------------
Robert H. Becker

/s/ Thomas M. Dible Director November 27, 2000
-----------------------------------------
Thomas M. Dible

/s/ Frank H. Freund Director November 27, 2000
-----------------------------------------
Frank H. Freund

/s/ James L. Reutter Director November 27, 2000
-----------------------------------------
James L. Reutter

/s/ John D. Bamberger Director, November 27, 2000
-----------------------------------------
John D. Bamberger

/s/ Harry K. Kantarian Director, November 27, 2000
-----------------------------------------
Harry K. Kantarian

</TABLE>

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
---------- -----------

1 Form of Underwriting Agreement *

3.1 Articles of Incorporation of eZ Bancorp, Inc.

3.2 Bylaws of eZ Bancorp, Inc.

4 Specimen Stock Certificate of eZ Bancorp, Inc.

5 Opinion of Stradley Ronon Stevens & Young, LLP

10.1 eZ Bancorp Stock Option and Incentive Plan

10.2 Form of Employment Agreements

10.3 Lease Agreement *

10.4 Data Processing Agreement between Fiserv and
eZCommunityBank.com *

23.1 Consent of Ernst & Young LLP, independent public accountants

23.2 Consent of Stradley Ronon Stevens & Young, 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

-----------
* To be filed by amendment.