EZ BANCORP INC, SB-2/A, 2001-01-16

EZ BANCORP INC
SB-2/A, 2001-01-16
STATE COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on January 16, 2001
Registration No. 333-50728

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------

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

<S> <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 (517) 622-5595
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(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
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(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. [ ]

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
================================================================================

This is an initial public offering of shares of common stock of eZ
Bancorp, Inc., a development stage company. For more information, see "Proposed
Business of eZ Bancorp," "Proposed Business of eZ Community Bank" and
Management's Plan of Operation." We are offering a minimum of 2,250,000 shares
and a maximum of 2,750,000 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.
Because of the time period required to put in place eZ Community Bank's
Internet-based and data-processing dependent infrastructure, there may be a
period of up to 90 days from the time the offering is completed and shares are
issued and begin trading until eZ Community Bank opens for business.

================================================================================

TERMS OF OFFERING
<TABLE>
<CAPTION>

Total at Total at
Per Share Minimum Maximum
--------- ------- -------
<S> <C> <C> <C>
o Initial Public Offering Price: $10.00 $22,500,000 $27,500,000

o Estimated Offering Expenses: $.64/$.65 $ 1,450,250 $ 1,800,250

o Proceeds to eZ Bancorp, Inc. $9.36/$9.35 $21,049,750 $25,699,750
</TABLE>

The offering will terminate at Noon, Eastern Time on _______________, 2001,
unless terminated earlier or extended to no later ____________, 2001. We will
place funds we receive for stock purchases in a segregated account with our
escrow agent who will hold the funds until we sell at least the minimum number
of shares and the offering period is completed. 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.

================================================================================

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 5
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.

TUCKER ANTHONY CAPITAL MARKETS

The date of this Prospectus is ___________, 2001

<PAGE>

TABLE OF CONTENTS

Page

Map of eZ Community Bank Market Area........................................1

Prospectus Summary..........................................................2

eZ Bancorp, Inc. and eZ Community Bank......................................2

Organizers and Directors....................................................2

The Offering................................................................3

Risk Factors................................................................4

Risk Factors................................................................5

Forward Looking Statements..................................................10

eZ Bancorp, Inc. and eZ Community Bank......................................10

The Offering................................................................11

Use of Proceeds.............................................................14

Capitalization..............................................................15

Dividend Policy.............................................................16

Proposed Business of eZ Bancorp.............................................16

Proposed Business of eZ Community Bank......................................16

Management's Plan of Operation..............................................21

Management..................................................................22

Certain Transactions........................................................27

Supervision and Regulation..................................................27

Description of Capital Stock................................................35

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

Legal Proceedings...........................................................42

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

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

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

Financial Statements........................................................44
Index to Financial Statements..........................................44
Report of Independent Auditors.........................................45
Balance Sheet - eZ Bancorp, Inc........................................46
Balance Sheet - EBC Development, LLC...................................47
Statements of Operations - EBC Development, LLC........................48
Statement of Members' Capital (Deficit) - EBC Development, LLC.........49
Statements of Cash Flows - EBC Development, LLC........................50
Notes to Financial Statements..........................................51

<PAGE>

eZ BANCORP, INC.
eZ COMMUNITY BANK
GRAND RAPIDS, MICHIGAN

[MAP OF eZ COMMUNITY BANK
MARKET AREA APPEARS HERE.]

<PAGE>

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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," "our" or "us" in this Prospectus may
mean eZ Bancorp, Inc., eZ Community Bank or the organizers, as the context
requires.

eZ BANCORP, INC. AND eZ COMMUNITY BANK

eZ Bancorp, Inc. was incorporated in Michigan on November 7, 2000 to be a
bank holding company, and is a development stage 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 the common stock of eZ Community Bank, a Michigan
state-chartered commercial bank in the process of organization.

eZ Community Bank is being organized by seasoned banking professionals
active in Central Michigan communities. The organizers are former officers of
CFSB Bancorp, Inc. and its subsidiary, Community First Bank, Lansing, Michigan,
which were acquired in 1999. eZ Community Bank intends to offer retail banking
products and services primarily over the Internet. We plan to position eZ
Community Bank as a local community bank in our targeted market areas. Our
strategy will be implemented as follows:

o Use our extensive industry and Central Michigan community experience to build
our business;
o Target our marketing efforts to consumers in nine of the most populated
metropolitan markets in Michigan, focusing initially on the Southeastern
Michigan and Grand Rapids markets;
o Deliver our products and services more conveniently than our competitors;
o Diligently control costs; and
o Price our products and services aggressively.

eZ Community Bank will not open until the offering is completed, all final
regulatory approvals are obtained and certain pre-opening procedures are
completed. We currently anticipate that eZ Community Bank will open in the
second quarter of 2001, although delays may be encountered. Our corporate
headquarters (effective February 1, 2001) are located at 3075 Orchard Vista
Drive, S.E., Suite 150, Grand Rapids, Michigan 49546. The telephone number for
eZ Bancorp, Inc. is (517) 622-5595. Our Internet web address is expected to be
eZCommunityBank.com. See "eZ Bancorp and eZ Community Bank," "Proposed Business
of eZ Bancorp," and "Proposed Business of eZ Community Bank " 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 and eZ
Community Bank. They will also serve as executive officers of these entities.
Each of these individuals was a member of the senior management team of
Community First Bank, a $900 million state-chartered savings bank headquartered
in Lansing, Michigan, and its publicly-traded holding company, CFSB Bancorp,
Inc. which were acquired in 1999.

JOHN W. ABBOTT, 53, will serve as Director, President and Chief Executive
Officer of eZ Bancorp and eZ Community Bank.

RICHARD J. BENSON, 43, will be Vice President and Chief Technology Officer
of eZ Community Bank.

RICK L. LABER, CPA, 43, will serve as Vice President and Chief Financial
Officer of both entities.

JACK G. NIMPHIE, 51, will serve as Vice President and Chief Information
Officer of eZ Community Bank.

SALLY A. PETERS, 48, will serve as Vice President and Chief Marketing
Officer of eZ Community Bank.

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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
eZ Community Bank.

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

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 Community First Bank.

THOMAS M. DIBLE, Age 50, Director. Mr. Dible is President of Dible
Builders, Inc. a residential and commercial real estate development and building
company.

FRANK H. FREUND, Age 40, Director. Mr. Freund is currently Chief Financial
Officer for American Physicians Capital, Inc., East Lansing, Michigan.

JAMES L. REUTTER, Age 67, Director. Mr. Reutter is the Chairman of Lansing
Ice and Fuel Company.

JOHN D. BAMBERGER, Age 45, Director. Mr. Bamberger is currently President
and Chief Executive Officer of SequoiaNET.com, a subsidiary of Analysts
International.

DAVID P. MEHNEY, Age 61, Director. Mr. Mehney is President of The KMW
Group, Inc., a distributor of medical and marine products.

For more information on the executive officers and directors of eZ Bancorp
and eZ Community Bank, see "Management."

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 eZ Community Bank'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 and shares are issued until eZ
Community Bank opens for business. If after
the shares are issued, eZ Community Bank
does not open for business, we would be
forced to liquidate eZ Bancorp and the
amount distributed in liquidation to
stockholders may be substantially less than
the amount they paid for their shares of
stock.

Minimum Subscription 500 shares or $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 ______________,
__________, __________, _____ (517) _______.
` Subscriptions must be paid

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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 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.

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 eZ Community Bank. 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 eZ Community Bank's
capitalization.

eZ Community Bank 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 eZ Community Bank,
and for working capital and general
corporate purposes of eZ Community Bank. See
"Use of Proceeds."

Organizers and Directors It is currently expected that the six
Intent to Purchase Shares organizers of eZ Bancorp, and the persons
of Common Stock who will 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. The
organizers and directors reserve the right
to purchase additional shares, although they
have no current intention to do so.

Market for Common Stock This is an initial public
offering of shares of common stock of eZ
Bancorp. 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 "EZCB," 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 5 for certain considerations relevant to investing in the
common stock.

4
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<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.

BECAUSE WE DO NOT EXPECT OUR STOCK TO HAVE AN ACTIVE TRADING MARKET, IT MAY BE
DIFFICULT TO SELL YOUR SHARES.

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 "EZCB" 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, OR IF FOR ANY OTHER REASON,
EZ COMMUNITY BANK DOES NOT OPEN FOR BUSINESS, YOU COULD LOSE A SIGNIFICANT
PORTION OF YOUR INVESTMENT.

Because of the time period required to put in place eZ Community Bank's
Internet-based and data-processing dependent infrastructure, there may be a
period of up to 90 days from the time the offering is completed and shares are
issued and begin trading until eZ Community Bank opens for business. Once eZ
Community Bank 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 eZ Community Bank."

If our shares of common stock are sold and our offering proceeds are
released from escrow, but eZ Community Bank fails to receive final regulatory
approvals, or does not open for business 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 amounts 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 eZ Community Bank 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, eZ Community Bank, the validity of
our business plan and whether we can successfully implement our business plan.
We expect that eZ Community Bank 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.

5
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IF WE ARE UNSUCCESSFUL IN ESTABLISHING A NEW BANK, YOU COULD LOSE SOME OR ALL OF
YOUR INVESTMENT.

As a newly organized institution we will rely on our officers and directors
to put in place eZ Community Bank's web-based and data-processing dependent
infrastructure, which could take up to 90 days after the offering is completed.
In addition, we will rely on our officers and directors to establish and outfit
appropriate facilities for eZ Community Bank, hire staff, develop and implement
marketing and business development strategies and evaluate potential future
lines of business in addition to eZ Community Bank'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. Failure to establish a new bank
or failure to implement the business plan or failure of that business plan means
you could lose some or all of your investment.

THERE IS NO ASSURANCE THAT YOU WILL BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
OFFERING PRICE SINCE 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 eZ Community Bank. 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.

eZ Community Bank will be the wholly owned subsidiary of eZ Bancorp and,
initially, will be our principal source of revenue. We anticipate that eZ
Community Bank 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 eZ Community Bank 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 eZ Community Bank. See
"Dividend Policy" and "Supervision and Regulation" for information about factors
affecting our ability to pay dividends.

OUR ABILITY TO GENERATE A PROFIT DEPENDS ON WHETHER WE CAN ACHIEVE ECONOMIES OF
SCALE.

BECAUSE OUR INTEREST RATE SPREAD WILL BE NARROWER THAN THE SPREAD OF
NON-INTERNET BANKS, CHANGES IN INTEREST RATES MAY ADVERSELY AFFECT OUR OPERATING
RESULTS IN A MORE SIGNIFICANT WAY.

The revenues of eZ Community Bank 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

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negatively impacted by increases in interest rates. In addition, we will likely
be required to pay a higher interest rate 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 eZ
Community 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.

BECAUSE OUR BUSINESS WILL BE INTERNET-BASED AND WE WILL NOT ORIGINATE LOANS, WE
WILL RELY ON OTHERS TO DEPLOY DEPOSIT PROCEEDS TO ACQUIRE LOANS WHICH MAY MAKE
IT MORE DIFFICULT TO GENERATE AN ADEQUATE YIELD AND WILL MAKE US DEPENDENT ON
THE ADEQUACY OF THEIR LOAN UNDERWRITING PROCEDURES.

eZ Community Bank will offer its customers mortgage loans through third
party providers utilizing links between eZ Community Bank's Web site and the Web
site of the third party providers. Such products will not be owned or serviced
by eZ Community Bank. These loan transactions will only provide fee income to eZ
Community Bank and will not provide an earning asset. eZ Community Bank 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 eZ Community
Bank 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 eZ Community Bank -- Description of Proposed Services" for
more information about our proposed loan portfolio and the associated risks.

eZ COMMUNITY BANK 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.

eZ Community Bank 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 eZ Community Bank and are able to offer
certain services that eZ Community Bank is not able to offer. As an Internet
bank, eZ Community Bank 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
we have identified or considered all possible present and future competitors, or
how successful we will be in competing with them.

<PAGE>

WE MAY NEED TO SELL ADDITIONAL SHARES TO SUPPORT OUR GROWTH, WHICH MAY DILUTE
YOUR OWNERSHIP.

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 could 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 a warrant 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.

eZ COMMUNITY BANK WILL DEPEND ON THE CONTINUED GROWTH OF THE INTERNET AND ONLINE
COMMERCE MEANING OUR OPERATING RESULTS COULD BE ADVERSELY AFFECTED BY SLOWER
INTERNET GROWTH.

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 eZ Community Bank 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 eZ Community Bank's business,
our operating results and financial condition could be materially adversely
affected.

INTERNET BANKING MAY NOT BECOME WIDELY ACCEPTED WHICH COULD ADVERSELY AFFECT OUR
OPERATIONS.

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 eZ COMMUNITY BANK TO COMPETE MAY SUFFER IF IT CANNOT TAKE
ADVANTAGE OF TECHNOLOGICAL CHANGES.

To remain competitive, eZ Community Bank 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, eZ Community Bank's
success will depend on the ability of Fiserv Solutions Inc., the company which
will provide software and operational, technical and customer support to eZ
Community Bank, 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. eZ Community Bank must

8
<PAGE>

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 its commitment to the business. There can be no assurance that eZ
Community Bank will successfully acquire or use new technologies effectively or
adapt its transaction processing systems to customer requirements or emerging
industry standards. You can find more information about our plans to add
services under the caption "Proposed Business of eZ Community Bank --
Description of Proposed Services."

BECAUSE OUR BUSINESS IS SO DEPENDENT ON TECHNOLOGY, OUR SUCCESS COULD BE
SEVERELY DAMAGED BY SYSTEM FAILURES.

eZ Community Bank'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 eZ Community Bank and Fiserv, communication can be quickly
reestablished. eZ Community Bank'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. 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. eZ Community
Bank's coverage limits on its property and business interruption insurance may
not be adequate compensation for all losses incurred.

BECAUSE OUR SUCCESS IS SO DEPENDENT ON MAINTAINING TECHNOLOGY SECURITY, OUR
SUCCESS COULD BE SEVERELY DAMAGED BY SECURITY RISKS.

eZ Community Bank'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 eZ Community Bank 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 eZ Community Bank's business,
operating results, and financial condition. See "Proposed Business of eZ
Community Bank - Security and Disaster Recovery Plan"

eZ Community Bank 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 eZ Community Bank or cause
customers to leave eZ Community Bank and thereby have a material adverse effect
on our business, operating results and financial condition.

OUR RELIANCE ON FISERV AND OTHER SERVICE PROVIDERS LEADS TO INCREASED RISKS
WHICH COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.

eZ Community Bank plans to receive essential software, and operational,
technical and customer service support from Fiserv CBS, a software division of
Fiserv, pursuant to agreements between eZ Community Bank and Fiserv. Any events
that would damage the services provided by Fiserv would be out of eZ Community
Bank's control, and would have a material adverse effect on our operations. For
more information, see "Proposed Business of eZ Community Bank -- Software."

9
<PAGE>

WE WILL BE DEPENDENT ON MANAGEMENT OF eZ BANCORP AND eZ COMMUNITY BANK DUE TO
THE NATURE OF OUR OPERATIONS.

eZ Bancorp and eZ Community Bank are, and will continue to be dependant on,
the services of the six organizers employed as executive officers by eZ
Community Bank and eZ Bancorp. The loss of the services 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. Because our operations will be
based on the Internet rather than in branches, we will have little, if any,
employee depth beyond these six individuals. Therefore they are more essential
to our continuing operations than most senior management of more traditional
financial institutions. 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 OUR ABILITY TO
CONDUCT BUSINESS IN CERTAIN AREAS UNTIL JULY 2002, THEREBY REDUCING OUR ABILITY
TO OBTAIN DEPOSITS.

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, eZ Community Bank 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 or seek O.K. employees in general.
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 eZ Community Bank 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 WHICH MAY HAVE THE EFFECT OF MAKING AN ACQUISITION OF
CONTROL MORE DIFFICULT.

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 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 eZ
Community Bank.

FOWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements concerning
certain aspects of the business of eZ Bancorp and eZ Community Bank. 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.

eZ BANCORP AND eZ COMMUNITY BANK

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 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 eZ
Community Bank. We also filed an application for insurance of eZ Community
Bank's deposits with the Federal Deposit Insurance Corporation.

10
<PAGE>

The Michigan Division of Financial and Insurance Services Division of
Financial Institutions issued approval on September 7, 2000 to organize eZ
Community Bank. The application contemplates the sale of all of the shares of eZ
Community Bank'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 eZ Community Bank, or
otherwise contribute such additional proceeds to eZ Community Bank, or retain a
portion of the additional proceeds in eZ Bancorp. See "Use of Proceeds."

We currently anticipate that eZ Community Bank 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, final approval by the bank regulatory agencies, and
final development of eZ Community Bank'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
eZ Community Bank and negatively impact our profitability.

Neither eZ Bancorp nor eZ Community Bank has commenced operations and
neither will do so unless the minimum number of shares are sold and eZ Community
Bank meets the conditions of the Michigan Division of Financial Institutions 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 accept subscriptions for a minimum of 2,250,000 shares.

You 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 you 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, or in our discretion, to reject
any other subscription.

We expect that directors and officers of eZ Bancorp and eZ Community Bank
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. Directors and officers reserve the right to purchase
additional shares of common stock if necessary to sell the minimum number of
shares, although they have no current intention to do so. These shares would be
purchased for investment purposes and not for resale. Any purchases made by any
persons affiliated with eZ Bancorp or eZ Community Bank for the explicit purpose
of meeting the minimum contingency of 2,250,000 shares will be made for
investment purposes only and not with a view toward redistribution.

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 __________, 2001, or to extend the expiration date until ___________, 2001,
without notice to you. However, we will not extend the offering beyond
__________, 2001. Because of the time period required to put in place eZ
Community Bank's Internet-based and data-processing dependent infrastructure,
there may be a period of up to 90 days from the time the offering is completed
and shares are issued and begin trading until eZ Community Bank opens for
business.

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.,"

11
<PAGE>

_______________________. The escrow agent can be reached at (___) ___-____. 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. All funds
received at the eZ Bancorp Stock Information Center will be forwarded to the
escrow agent in accordance with applicable NASD regulations and applicable
regulations under the Securities Act and Securities Exchange Act.

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 a date is agreed upon by
eZ Bancorp and Tucker Anthony, following the receipt by eZ Community Bank of
preliminary regulatory approvals from the Michigan Division of Financial
Institutions and the FDIC, receipt by eZ Bancorp of preliminary 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, or
for any other reason, all subscription funds will be returned to investors,
without interest or deduction, except as provided below.

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, preliminary approval from the
Federal Reserve Board for eZ Bancorp to become a bank holding company, and the
approval of the Michigan Division of Financial Institutions and the FDIC. Such
preliminary approval does not authorize eZ Community Bank to open for business.
That authority will not be granted until we obtain final approval for insurance
of eZ Community Bank's deposits by the FDIC, and satisfy any other conditions
imposed by the Michigan Division of Financial Institutions and the FDIC. We
cannot guarantee that eZ Community Bank will receive final approval to commence
business from all applicable regulatory agencies. If we elect to break escrow
prior to eZ Community Bank 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 intend to propose
that stockholders approve a plan to liquidate eZ Bancorp. Pursuant to such a
liquidation plan we would 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

12
<PAGE>

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 eZ Community Bank, 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, eZ Community Bank 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 the shares are sold and the
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 "EZCB." For initial and continued
inclusion for listing on Nasdaq, we must have three active and registered market
makers. Tucker Anthony has advised eZ Bancorp 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 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 liquid
trading market for the common stock will develop or that, if developed, it will
continue. There is no 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% of the gross proceeds of the offering. Tucker Anthony will not receive
commissions on shares purchased by eZ Bancorp insiders and their affiliates,
unless the number of shares purchased by insiders and affiliates is more than
30% of the total offering. If insiders and affiliates purchase shares for over
30% of the total offering, then Tucker Anthony will receive its normal
commission on the shares exceeding the 30% limit. 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. Tucker
Anthony and all selected broker-dealers will comply with applicable NASD
regulations and applicable regulations under the Securities Act and Securities
Exchange Act with respect to customer funds transmittals and the escrow
arrangements. 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 of eZ Bancorp on the same terms as provided for in this
offering. Such option will be in the form of a warrant to purchase common stock
of eZ Bancorp at a purchase price per share of $10.00. Such price will be
subject to adjustment for issuance of common stock by way of dividend or other
distribution of stock of eZ

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<PAGE>

Bancorp. Pursuant to the warrant, eZ Bancorp has agreed to reserve shares of
common stock for issuance upon exercise of the warrant. The warrant is also
subject to adjustment for certain reclassifications, capital reorganizations,
other changes, consolidations, mergers, sales, or conveyances. The warrant
contains certain registration rights. Finally, Tucker Anthony has co-sale rights
with directors and officers of eZ Bancorp under the warrant.

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 eZ Community Bank. 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 eZ Community Bank 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 eZ Community Bank than
the amount currently anticipated as a condition to the approval of eZ Community
Bank's charter.

eZ Community Bank will apply the proceeds from the sale of its capital
stock to eZ Bancorp to furnish and equip eZ Community Bank'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 eZ Community Bank's premises and offices
may be paid initially through organizer advances, and eZ Bancorp will repay the
organizer advances.

The six organizers of eZ Bancorp and eZ Community Bank 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 have
loaned an additional $584,000 between November 8, 2000 and December 31, 2000. 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.

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<PAGE>

The following table reflects the anticipated allocation of the net proceeds
of the offering based on the priority of how the proceeds will be used, after
deducting estimated expenses of the offering.
<TABLE>
<CAPTION>

Minimum % of Maximum % of
Amount Proceeds (4) Amount Proceeds (4)
------ ------------ ------ ------------
eZ BANCORP:
<S> <C> <C> <C> <C>
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

eZ COMMUNITY BANK:
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
</TABLE>

-----------
(1) eZ Bancorp reserves the right to not contribute to eZ Community Bank any
portion of the proceeds of the offering in excess of $19,758,750. See
"Proposed Business of eZ Bancorp."
(2) Represents interest at rate of prime plus 2.0% per annum on amounts
actually advanced. See "Certain Transactions."
(3) Certain eZ Community Bank organizational costs and prepaid operating
expenses are included in the total pre-opening expenses of eZ Bancorp. The
investment of eZ Bancorp into eZ Community Bank will be increased to the
extent that those costs and expenses are paid for by eZ Community Bank.
(4) Percent of proceeds, in the case of eZ Community Bank, is calculated on the
basis of percent of proceeds contributed to eZ Community Bank by eZ
Bancorp.

CAPITALIZATION

The following table shows the pro forma consolidated capitalization of eZ
Bancorp at November 7, 2000 after giving effect to (1) the sale of 2,250,000
shares at the minimum and (2) 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. Does not include the additional shares which may
be issued pursuant to the warrant granted to Tucker Anthony.

<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
</TABLE>

----------
(1) Deficit accumulated during the organization period represents expenses
incurred through November 7, 2000.

<PAGE>

DIVIDEND POLICY

We expect that we 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. In fact, we expect
that our regulatory approvals will not allow us to pay dividends for the first
three years of our operations. If we decide to pay dividends in the future, our
ability to do so will depend on the ability of eZ Community Bank to pay
dividends to eZ Bancorp. eZ Community Bank 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, which is a company in the development stages, 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 eZ Community Bank. 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 eZ Community Bank
successfully and compete in our highly competitive market. Five of our directors
have banking and finance experience. In addition, some of our directors have
significant relationships in the communities where we anticipate eZ Community
Bank will focus its marketing efforts initially, giving eZ Community 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 eZ
Community Bank.

PROPOSED BUSINESS OF eZ COMMUNITY BANK

As of the date of this Prospectus, eZ Community Bank has not been
authorized to conduct banking business and has not engaged in any operations.
The issuance of a charter by the Michigan Division of Financial Institutions 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 eZ Community Bank's stock to eZ Bancorp,
the completion of eZ Community Bank'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, eZ Community Bank
will open for business with its headquarters in the Grand Rapids, Michigan area.
The Organizers plan to operate on only a limited basis for at least the first 30
days after eZ Community Bank opens in order to make certain that eZ Community
Bank's systems operate properly.

eZ Community Bank 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 anticipate that our cost of operations
will be significantly lower than banks using the brick and mortar approach.
These anticipated lower costs of operations are designed to enable us to offer
our products and services at attractive pricing. We also plan to position eZ
Community Bank 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 eZ Community Bank and our
partnerships.

16
<PAGE>

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.

eZ Community Bank 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, eZ Community Bank will purchase obligations of the United States
government, high quality corporate securities and Fed Funds.

Initially, eZ Community 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, as
well as the high level of asset growth projected by eZ Community Bank. This high
level of capital will adversely impact return on equity initially. However, as
eZ Community Bank's assets grow and capital is better leveraged it is currently
expected that returns on equity will improve. eZ Community 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.

Because eZ Community Bank will need to pay competitive rates for deposits
and our earning assets will consist primarily of government securities and
residential mortgages, eZ Community Bank will operate with a narrower spread
between its cost of funds and yield on assets than most financial institutions.
In order to be profitable, eZ Community Bank will need to achieve significant
asset size in a relatively short period of time and keep its other operating
expenses to a minimum. If eZ Community Bank is unable to attract sufficient
deposits to grow to the required size or must pay higher rates or incur higher
marketing expenses to attract deposits, it may not be able to achieve
profitability within an acceptable period of time in which case it may be forced
to cease operations and liquidate assets. If this were to occur you could lose a
significant amount of your investment, and perhaps all of your investment. 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 eZ
Community 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 eZ Community Bank grows, we anticipate that overhead costs relative
to total revenue will decline.

The target consumers we plan to attract will find eZ Community Bank 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 eZ Community Bank. As consumers enter eZ Community 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, and 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. eZ Community 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, eZ Community Bank will focus its marketing efforts in the
Southeastern Michigan and Grand Rapids markets - two of the largest metropolitan
areas in our geographic boundaries. eZ Community Bank's marketing strategy is to
advertise, using traditional forms of advertising in these select markets, to a
highly targeted

<PAGE>

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 eZ Community Bank
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

eZ Community Bank 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.

eZ Community Bank 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 eZ
Community 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 the following:

o Benton Harbor area -- Berrien;
o Ann Arbor area -- Lenawee, Livingston and Washtenaw;
o Southeastern Michigan in the Detroit standard metropolitan statistical
area -- Lapeer, Macomb, Monroe, Oakland, St. Clair and Wayne;
o Flint area -- Geneese;
o Grand Rapids area -- Allegan, Kent, Muskegon, Ottawa;
o Jackson area -- Jackson;
o Kalamazoo-Battle Creek area -- Calhoun, Kalamazoo, Van Buren;
o Saginaw-Bay-Midland area -- Bay, Midland and Saginaw; and
o Grand Traverse area counties -- Grand Traverse.

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 eZ Community Bank will operate primarily over the
Internet. However, because of certain non-compete agreements, we will not do
business with 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 our target 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 college degrees, 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
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

<PAGE>

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 eZ Community Bank's business development strategy. We
expect to establish eZ Community Bank'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
eZ Community Bank's Web site.

ASSET MANAGEMENT

eZ Community 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 eZ
Community 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 eZ Community 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. eZ Community 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 eZ Community 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

eZ Community Bank's data processing will be performed at the Fiserv
Arlington Heights, Illinois service bureau. eZ Community Bank will use the
Fiserv Direct Banking Product Solution. 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
Solution also offers a wide array of electronic delivery channel options
including Internet banking, telephone banking, ATM/POS/debit processing and
brokerage and insurance processing. The Direct Banking Product Solution connects
eZ Community Bank 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 eZ Community Bank will use is the Fiserv Comprehensive Banking
System. The Comprehensive Banking System is a total automation platform, which
will assist eZ Community Bank in communicating with its customers, and 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 Comprehensive Banking 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.

By utilizing the Fiserv products, the Internet banking services of eZ
Community Bank 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.

<PAGE>

SECURITY AND DISASTER RECOVERY PLAN

If eZ Community Bank 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. eZ Community Bank intends to have available remote sites for such
access should it become necessary. eZ Community Bank'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. 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 eZ Community Bank's security measures is on three elements of a typical
transaction or interaction with a customer's accounts. These three elements are
data source security, data transmission security, and account protection
security.

o DATA SOURCE SECURITY. At no time does anyone have access to
Fiserv's Comprehensive Banking System database or processing
system via the Internet. Fiserv provides products for 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.

o TRANSMISSION PROTECTION. Fiserv's Server is the method that
enables eZ Community Bank 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.

o 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 banking and bill payment service unless they
specifically sign up for the service through eZ Community
Bank. 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 eZ Community Bank will have. Some of our competitors
have other

<PAGE>

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 eZ Community Bank will initially employ
approximately seven people, including the six executive officers of eZ Bancorp
and eZ Community Bank. 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 February 1, 2001 for 2,258 square
feet of space, located at 3075 Orchard Vista Drive, S.E., Suite 150 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 February 1, 2001 and runs for an
18 month term. eZ Bancorp has the option to extend the term of the lease for a
six-month renewal term. During the first term of the lease, eZ Bancorp will pay
monthly rent of $2,625.

MANAGEMENT'S PLAN OF OPERATION
GENERAL

As of the date of this Prospectus, neither eZ Bancorp nor eZ Community Bank
has commenced operations or engaged in any activities except those related to
the organization and capitalization of eZ Bancorp and eZ Community Bank. Both
entities are development stage companies. 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."

Because of the time period required to put in place eZ Community Bank'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 eZ Community Bank
opens for business. Once eZ Community Bank opens for business, which we
currently expect in the second quarter of 2001, we will slowly and deliberately
begin the banking operations described in this Prospectus under the caption
"Proposed Business of eZ Community Bank." We expect that eZ Community Bank 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 eZ Community Bank'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 eZ
Community Bank, and eZ Community Bank'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."

21
<PAGE>

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 eZ
Community Bank 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 eZ Community Bank 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.

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.
Mr. Dible will be a member of Class B, and will serve an initial two year term.

FRANK H. FREUND, Age 40, Director. Mr. Freund is currently Chief Financial
Officer for American Physicians Capital, Inc., 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.

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.

DAVID P. MEHNEY, Age 61, Director. Mr. Mehney is President of The KMW
Group, Inc., a distributor of medical and marine products. He is also a director
of Wolverine World Wide, Inc. Mr. Mehney will be a member of Class C, and will
serve an initial one year term.

22
<PAGE>

A Management Committee consisting of six members will manage eZ Bancorp,
Inc. and eZ Community Bank. The Committee will be responsible for implementing
eZ Community Bank'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 eZ Community Bank:

Name Age Position
---- --- --------

John W. Abbott 53 Director, President and Chief Executive Officer of
eZ Bancorp, Inc. and eZ Community Bank

Richard J. Benson 43 Vice President and Chief Technology Officer of eZ
Community Bank

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

Jack G. Nimphie 51 Vice President and Chief Information Officer of eZ
Community Bank

Sally A. Peters 48 Vice President and Chief Marketing Officer of eZ
Community Bank

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

JOHN W. ABBOTT will serve as President and Chief Executive Officer of eZ
Bancorp, Inc. and eZ Community Bank. 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 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 eZ Community Bank. 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 in
Grand Rapids, Michigan, a data processing service center serving seventy-five
credit unions. Prior to 1991, Mr. Benson was Data Processing Manager for West
Michigan Computer Co-operative for nine years.

RICK L. LABER will serve as Vice President and Chief Financial Officer of
eZ Bancorp, Inc. and eZ Community Bank. 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 eZ Community Bank. Mr. Nimphie was most recently Senior Vice President -
Director of Operations of Community First Bank. He was

23
<PAGE>

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
eZ Community Bank. 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 eZ
Community Bank. 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. These services will include attendance at board and
committee meetings, and otherwise promoting the business of eZ Bancorp and eZ
Community Bank. 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. eZ Community Bank 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 or within six months of any change in control of eZ Bancorp or
eZ Community Bank, that individual will be paid a lump sum amount equal to 2.99
times their respective five year average annual taxable compensation. 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.

For the 2000 fiscal year, President John W. Abbott and each of the five
Vice Presidents to be of eZ Community Bank received salaries of $87,000 and
$71,000, respectively. Mr. Abbott's salary was paid in a lump sum in December
2000. Payments made were for services rendered in organizing eZ Bancorp and eZ
Community Bank. No employment agreements were as yet in effect during fiscal
2000. No prior amounts were paid to these individuals.

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<PAGE>

SUMMARY COMPENSATION TABLE. The following table sets forth the cash and
noncash compensation for the 2000 fiscal year, the only year in which
compensation was paid by eZ Bancorp or its predecessor, awarded to or earned by
the Chief Executive Officer of eZ Bancorp. No executive officer of eZ Bancorp
earned salary and bonus in fiscal year 2000 exceeding $100,000 for services
rendered in all capacities to eZ Bancorp.
<TABLE>
<CAPTION>

ANNUAL COMPENSATION
------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION (1) COMPENSATION
---- ---- ------ ----- ---------------- ------------
<S> <C> <C> <C> <C> <C>
John W. Abbott 2000 $ 87,000 $ -- $ -- $ --
Chief Executive Officer
</TABLE>

-------------
(1) Executive officers of eZ Bancorp may receive indirect compensation in
the form of certain perquisites and other personal benefits. The amount
of such benefits received by the named executive officer in fiscal 2000
did not exceed 10% of the executive officer's salary and bonus.

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 exercise 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 provides 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. 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. The exercise price of options will not be less
than 100% of the fair market value of the shares of eZ Bancorp subject to such
options on the date of grant. 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
eZ Community 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.

25
<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) 4.5%
Director

James L. Reutter 20,000 200,000 0.9%
Director

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

David P. Mehney 10,000 100,000 0.4%
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 ------- -------- ----
and Treasurer

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

(footnotes on following page)

26
<PAGE>

(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 American Physicians Capital, Inc., of
which Mr. Freund is the Chief Financial Officer.

CERTAIN TRANSACTIONS

The six organizers of eZ Bancorp and eZ Community Bank 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. The organizers have loaned eZ
Bancorp an additional $584,000 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 eZ Community Bank in the ordinary course of business. However,
no loans will be originated, or made to directors, officers or employees.

Any future transactions between eZ Bancorp and its affiliates, including
its officers, directors and stockholders owning 5% of eZ Bancorp common stock
will be on terms no less favorable to eZ Bancorp than could be obtained from an
unaffiliated third party. See "Supervision and Regulation -- Insider
Transactions" for a more detailed explanation of the laws governing
transactions, including loans, between eZ Bancorp and its affiliates.

SUPERVISION AND REGULATION

The following is a summary of certain statutes and regulations which will
affect eZ Bancorp and eZ Community Bank. 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 eZ Community Bank can be affected not only by
management decisions and general economic conditions, but also by the statutes
administered by, and the regulations and policies of, various governmental
regulatory authorities. Those authorities include, but are not limited to, the
Federal Reserve Board, the FDIC, the Michigan Division of Financial
Institutions, the Internal Revenue Service, and state taxing authorities. The
effect of such statutes, regulations and policies can be significant, and cannot
be predicted with a high degree of certainty.

Federal and state laws and regulations generally applicable to financial
institutions and their holding companies regulate, among other things, the scope
of business, investments, reserves against deposits, capital levels relative to
operations, lending activities and practices, the nature and amount of
collateral for loans, the establishment of branches, mergers, consolidations and
dividends. The system of supervision and regulation which will apply to eZ
Bancorp and eZ Community Bank establishes a

27
<PAGE>

comprehensive framework for their respective operations and is intended
primarily for the protection of the FDIC's deposit insurance funds, the
depositors of eZ Community Bank, and the public, rather than stockholders of eZ
Bancorp and eZ Community Bank.

Federal law and regulations establish supervisory standards which will
apply to any lending activities of eZ Community 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 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. Financial holding
companies are generally authorized to engage in all "financial activities" and,
under certain circumstances, to make equity investments in other companies. In
order to be eligible to elect to become a financial holding company, 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 financial holding company or the financial
holding company will be subject to various restrictions. The Federal Reserve
Board will be the umbrella regulator of financial holding companies, but
functional regulation of a financial holding company'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.
The GLB Act authorizes financial subsidiaries to engage in many, but not all, of
the activities that financial holding companies are authorized to engage in. In
order to be eligible to own a financial subsidiary, 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 financial holding
companies or financial subsidiaries, are subject to the GLB Act's privacy
provisions. eZ Bancorp and eZ Community Bank 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 financial holding companies or financial subsidiaries.

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

<PAGE>

GOVERNMENT REGULATION MIGHT NEGATIVELY IMPACT OUR OPERATING RESULTS

BANK REGULATION. eZ Bancorp and eZ Community Bank 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 eZ Community Bank 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 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

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. Under the Bank Holding Company Act, 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 eZ Community Bank and to
commit resources to support eZ Community Bank in circumstances where eZ Bancorp
might not do so absent such policy. In addition, if the Michigan Commissioner of
the Division of Financial Institutions deems eZ Community Bank's capital to be
impaired, the Commissioner may require eZ Community Bank to restore its capital
by a special assessment upon eZ Bancorp as eZ Community Bank's sole stockholder.
If eZ Bancorp were to fail to pay any such assessment, the directors of eZ
Community Bank would be required, under Michigan law, to sell the shares of eZ
Community 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 eZ
Community 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 Bank Holding Company Act. 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

29
<PAGE>

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 Bank Holding Company Act. In addition, in certain cases an application
to, and the prior approval of, the Federal Reserve Board under the Bank Holding
Company Act and/or the Commissioner of the Michigan Division of Financial
Institutions under the Michigan Banking Code, may be required.

With certain limited exceptions, the Bank Holding Company Act 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 Bank Holding Company
Act, 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.

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: (1) a
leverage capital requirement expressed as a percentage of total average assets,
and (2) 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 eZ Community Bank to remain well-capitalized and

<PAGE>

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 eZ
Community Bank. Most of eZ Bancorp's revenues will be received in the form of
dividends paid by eZ Community Bank when and if eZ Community 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 eZ
Community Bank'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 eZ Community Bank are possessed by
the FDIC. The "prompt corrective action" provisions of federal law and
regulation authorizes the Federal Reserve Board to restrict the payment of
dividends by 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.

EZ COMMUNITY BANK

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

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<PAGE>

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 to fund its operations. The
amount of supervisory fees paid by a bank is based upon the bank's total assets.

FINANCING CORPORATION ASSESSMENTS. Pursuant to federal legislation enacted
September 30, 1996, eZ Community Bank, as a member of the Bank Insurance Fund,
will be subject to assessments to cover the payments on outstanding obligations
of the Financing Corporation. The Financing Corporation 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
which insures the deposits of thrift institutions. Prior to January 1, 2000, the
Financing Corporation assessments made against Bank Holding Company members
could not exceed 20% of the amount of Financing Corporation assessments made
against Savings Association Insurance Fund members. Last year, the Savings
Association Insurance Fund members paid Financing Corporation assessments at a
rate equal to approximately 0.059% of deposits while Bank Insurance Fund members
paid Financing Corporation assessments at a rate equal to approximately 0.012%
of deposits. Between January 1, 2000 and the maturity of the outstanding
Financing Corporation obligations in 2019, Bank Insurance Fund members and
Savings Association Insurance Fund members will share the cost of the interest
on the Financing Corporation bonds on a pro rata basis. It is estimated that
Financing Corporation 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 eZ Community Bank: 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.

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
</TABLE>

*3% if the institution is one of the most highly rated banks.

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<PAGE>

We expect that the FDIC's preliminary approval of FDIC insurance for eZ
Community Bank's deposits will require that eZ Community Bank maintain a Tier 1
capital to asset ratio of at least 8% during its first three years of operation.
However, eZ Community Bank may be 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, eZ Community Bank is restricted as to the
maximum amount of dividends it may pay on its common stock. eZ Community Bank
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 eZ Community Bank has a surplus
less than the amount of its capital, it may not declare or pay any dividend
until an amount equal to at least 10% of net 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 Michigan Commissioner of the Division of Financial
Institutions, 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. eZ Community Bank may not declare or pay any dividend until
the cumulative dividends on Preferred Stock, should any such stock be issued and
outstanding, have been paid in full. eZ Community Bank's Articles of
Incorporation do not authorize the issuance of Preferred Stock and there are no
current plans to seek such authorization.

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

INSIDER TRANSACTIONS. Transactions between a state nonmember bank, such as
eZ Community Bank, and any affiliate are governed by Sections 23A and 23B of the
Federal Reserve Act. An affiliate of a state nonmember bank is any company or
entity which controls, is controlled by or is under common control with the
state nonmember bank. In the holding company form of structure, eZ Bancorp and
any companies which are controlled by eZ Bancorp are affiliates of eZ Community
Bank. Generally, Sections 23A and 23B (i) limit the extent to which a financial
institution or its subsidiaries may engage in "covered transactions" with any
one affiliate to an amount equal to 10% of the institution's capital stock and
surplus, with an aggregate limit on all such transactions with all affiliates to
an amount equal to 20% of the institution's capital stock and surplus, and (ii)
require that all such transactions be on terms substantially the same, or at
least as favorable, to the institution or subsidiary as those provided to a
nonaffiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and similar other types of
transactions. In addition to the restrictions imposed by Sections 23A and 23B,
eZ Community Bank may not (1) loan or otherwise extend credit to an affiliate,
unless the affiliate engages

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<PAGE>

only in activities which are permissible for bank holding companies, or (2)
purchase or invest in any stocks, bonds, debentures, notes or similar
obligations of any affiliate, except for affiliates which are subsidiaries of eZ
Community Bank.

eZ Community Bank is also subject to the restrictions contained in Section
22(h) of the Federal Reserve Act and the Federal Reserve's Regulation O
thereunder on loans to executive officers, directors and principal stockholders.
Under Section 22(h), loans to a director, executive officer and to a greater
than 10% stockholder of a state nonmember bank and certain affiliated interests
of such persons, may not exceed, together with all other outstanding loans to
such person and affiliated interests, the institution's loans-to-one-borrower
limit and all loans to such persons may not exceed the institution's unimpaired
capital and unimpaired surplus. Section 22(h) also prohibits loans, above
amounts prescribed by the appropriate federal banking agency, to directors,
executive officers and greater than 10% stockholders of a savings institution,
and their respective affiliates, unless such loan is approved in advance by a
majority of the board of directors of the institution with any "interested"
director not participating in the voting. Regulation O prescribes the loan
amount, which includes all other outstanding loans to such person, as to which
such prior board of director approval is required as being the greater of
$25,000 or 5% of capital and surplus, up to $500,000. Further, Section 22(h)
requires that loans to directors, executive officers and principal stockholders
be made on terms substantially the same as offered in comparable transactions to
other persons. Section 22(h) also generally prohibits a depository institution
from paying the overdrafts of any of its executive officers or directors. Since
eZ Community Bank will not originate loans, it does not expect to make loans to
any of its officers, directors or employees.

State nonmember banks also are subject to the requirements and restrictions
of Section 22(g) of the Federal Reserve Act on loans to executive officers and
the restrictions on certain tying arrangements and extensions of credit by
correspondent banks. Section 22(g) of the Federal Reserve Act requires loans to
executive officers of depository institutions not be made on terms more
favorable than those afforded to other borrowers, requires approval by the board
of directors of a depository institution for extension of credit to executive
officers of the institution, and imposes reporting requirements for and
additional restrictions on the type, amount and terms of credits to such
officers. Subject to certain exceptions, a depository institution may not extend
credit to or offer any other services, or fix or vary the consideration for such
extension of credit or service, on the condition that the customer obtain some
additional service from the institution or certain of its affiliates or not
obtain services of a competitor of the institution. The depository institution
also may not extend credit to executive officers, directors, and greater than
10% stockholders of a depository institution by any other institution which has
a correspondent banking relationship with the institution, unless the extension
of credit is on substantially the same terms as those prevailing at the time for
comparable transactions with other persons and does not involve more than the
normal risk of repayment or present other unfavorable features.

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

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<PAGE>

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 eZ Community Bank.

CONSUMER PROTECTION LAWS. In receiving deposits, eZ Community Bank will be
subject to extensive regulation under state and federal law and regulations,
including the Truth in Savings Act, the Expedited Funds Availability Act, the
Bank Secrecy Act, the Electronic Funds Transfer Act, and the Federal Deposit
Insurance Act. A number of other laws and regulations will apply to eZ Community
Bank if it should engage in consumer lending. Violation of these laws could
result in the imposition of significant damages and fines upon eZ Community Bank
and its directors and officers.

BRANCHING AUTHORITY. Michigan banks, such as eZ Community Bank, have the
authority under Michigan law to establish branches anywhere in the state of
Michigan, subject to receipt of all required regulatory approvals, including the
approval of the Commissioner of the Michigan Division of Financial Institutions
and the FDIC.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
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 the Riegle-Neal Act 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 the Riegle-Neal Act, 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 the Michigan Division of Financial Institutions, (1) 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, (2) 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, (3) 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, (4)
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 (5) 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
the Michigan Division of Financial Institutions, (1) 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, (2) 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 (3 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

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<PAGE>

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. In addition, a
number of shares equal to 2% of the shares issued will be reserved for issuance
pursuant to a warrant that will be issued to Tucker Anthony. 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, 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
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 eZ
Community Bank.

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
"EZCB", 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. The issuance of preferred stock with voting or
conversion rights may adversely affect the voting power of holders of shares of
eZ Bancorp common stock. Prior to issuance of shares of each series the board of
directors is required under Michigan law to fix for each series the designation,
preferences, conversion and other rights, voting

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<PAGE>

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. In addition, eZ Bancorp has no plans to offer preferred stock to
promoters or to the organizers of eZ Bancorp except on the same terms as shares
of preferred stock that are offered to all other existing stockholders or new
stockholders.

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, and the warrant to be
issued to Tucker Anthony to purchase for a three-year period, up to 2% of the
shares sold in this offering on the same terms as in this offering. See "The
Offering - Plan of Distribution and Marketing Agent."

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 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 Michigan Business Corporation Act 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 Michigan Business Corporation Act 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 and is known as 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

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<PAGE>
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 Michigan law 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.

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: (1) 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; (2) 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 (3) 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

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<PAGE>

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: (1) the affirmative vote
of a majority of "Continuing Directors" and at least 80% of the directors; or
(2) 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
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: (1) the name and address of the stockholder submitting the proposal,
as it appears on our books and records; (2) 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; (3) 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 (4) 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. Michigan law
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

39
<PAGE>

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.

In making its determination, the board must consider all factors it deems
relevant, including but not limited to: (1) the adequacy and fairness of the
consideration to be received by eZ Bancorp 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; (2) the potential social and economic
impact of the proposed transaction on eZ Bancorp, its subsidiaries, its
employees, customers and vendors; (3) the potential social and economic impact
of the proposed transaction on the communities in which eZ Bancorp and its
subsidiaries operate or are located; (4) the business and financial condition
and earnings prospects of the proposed acquiring person or entity; and (5) 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.

40
<PAGE>

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.

FDIC regulations impose limitations on indemnification payments which could
restrict, in certain circumstances, payments by eZ Bancorp or eZ Community Bank
to their respective directors or officers otherwise permitted under Michigan law
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. Michigan law 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 (1) the amount of a financial benefit received by a director to
which he or she is not entitled, (2) intentional infliction of harm on the
corporation or the stockholders, (3) a violation of Michigan law relating to
impermissible distributions to stockholders or loans to directors, officers or
employees, or (4) an intentional criminal act.

SHARES ELIGIBLE FOR FUTURE SALE

All shares sold in this offering will be freely tradable 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, and to a limitation on resale for a six month
period as agreed to by eZ Bancorp and Tucker Anthony.

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.

41
<PAGE>

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 (1) 1% of the outstanding shares as shown
by the most recent report or statement published by eZ Bancorp, or (2) 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. See "The Offering - Plan of Distribution and Marketing Agent."

LEGAL PROCEEDINGS

Neither eZ Bancorp nor eZ Community Bank 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.

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. 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 eZ Community Bank. 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 appearing 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, except for 60 shares of
common stock issued in connection with our organization, 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,

<PAGE>

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.

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

Contents

Report of Independent Auditors........................................45

Financial Statements

Balance Sheet - eZ Bancorp, Inc. .....................................46
Balance Sheets - EBC Development, LLC.................................47
Statements of Operations - EBC Development, LLC.......................48
Statement of Members' Capital (Deficit) - EBC Development, LLC. ......49
Statements of Cash Flows - EBC Development, LLC ......................50
Notes to Financial Statements ........................................51

<PAGE>

Report of Independent Auditors

The Board of Directors
eZ Bancorp, Inc.
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 operations, members' capital, and
cash flows for the period from July 19, 1999 (date of inception) through
December 31, 1999, and the period from January 1, 2000 to November 7, 2000 (date
of dissolution), and the related statements of operations and cash flows for the
period from July 19, 1999 (date of inception) 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 at November 7, 2000,
the financial position of EBC Development, LLC at December 31, 1999 and November
7, 2000 (date of dissolution), and the results of operations and cash flows of
EBC Development, LLC for the period from July 19, 1999 (date of inception) to
December 31, 1999, the period from January 1, 2000 to November 7, 2000 (date of
dissolution), and the period from July 19, 1999 (date of inception) 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
Chicago, Illinois

45
<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.

46
<PAGE>

Financial Statements

EBC Development, LLC
(a Development Stage Company)

Balance Sheets

NOVEMBER 7,
2000
(DATE OF DECEMBER 31,
DISSOLUTION) 1999
------------ -----------

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
========= =========

See notes to financial statements.

47
<PAGE>

Financial Statements

EBC Development, LLC
(a Development Stage Company)

Statements of Operations
<TABLE>
<CAPTION>

Expenses:
Compensation expense 307,712 -- 307,712
Legal and professional 105,614 3,434 109,048
Interest 19,339 -- 19,339
Occupancy 17,200 7,500 24,700
Other 17,161 11,695 28,856
----------- --------- -----------
Total expenses 467,026 22,629 489,655
----------- --------- -----------
Net loss $ (465,711) $ (22,512) $ (488,223)
=========== ========= ===========
</TABLE>

See notes to financial statements.

48
<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.

49
<PAGE>

Financial Statements

EBC Development, LLC
(a Development Stage Company)

Statements of Cash Flows

FOR THE PERIOD FROM FOR THE PERIOD CUMULATIVE PERIOD
JANUARY 1, 2000 TO FROM JULY 19, 1999 FROM JULY 19, 1999
NOVEMBER 7, 2000 (DATE OF INCEPTION) (DATE OF INCEPTION)
(DATE OF DISSOLUTION) TO DECEMBER 31, TO NOVEMBER 7, 2000
1999 (DATE OF DISSOLUTION)
-------------------- ----------------- --------------------
<S> <C> <C> <C>
Net loss $ (465,711) $ (22,512) $ (488,223)
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) (488,223)

FINANCING ACTIVITIES
Member capital contributions -- 24,000 24,000
Member capital distributions (24,000) -- (24,000)
Transfer of assets and assumption of liabilities 488,223 -- 488,223
----------- --------- -----------
Net cash provided by financing activities 464,223 24,000 488,223
----------- --------- -----------
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.

50
<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 eZ Community Bank (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.

<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.

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, and in connection with the
matter as well.

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 eZ Community Bank to their respective directors or
officers otherwise permitted under the MBCA or the Michigan Banking Code,
respectively.

ITEM 25. OTHER EXPENSES AND ISSUANCE AND DISTRIBUTION.

Expenses in connection with the issuance and distribution of the securities
being registered (assuming the sale of 2,750,000 shares) are estimated as
follows, all of which are to be paid by the Company:

Underwriting Fees and Expenses............................ $ 1,625,000
SEC Registration Fee...................................... 7,260
NASD Filing Fee........................................... 1,000
Printing and Mailing Expenses*............................ 25,000
Accounting Fees*.......................................... 18,000
Legal Fees and Expenses*.................................. 105,000
Blue Sky Fees and Expenses*............................... 9,810
Miscellaneous*............................................ 9,180
------------
Total*................................................ $ 1,800,250
============
----
* Estimate

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Through November 7, 2000, eZ Bancorp, Inc. 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 eZ Bancorp, Inc.'s shares of common stock have
been made, except for 60 shares of common stock issued to the organizers of eZ
Bancorp, Inc. in connection with the organization of eZ Bancorp, Inc.

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.

The undersigned eZ Bancorp hereby undertakes:

(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in the registration statement (or the most
recent post-effective amendment thereof);

(iii)To include any additional or changed material information on the
plan of distribution.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement of the securities offered, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To file a post-effective amendment or remove from registration any of
the securities that remain unsold at the end of the offering.

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 eZ Bancorp pursuant to the foregoing provisions, or
otherwise, eZ Bancorp 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 eZ Bancorp 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, eZ Bancorp 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 eZ Bancorp 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 eZ
Bancorp 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 eZ Bancorp 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 January 12, 2001.

eZ BANCORP, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this
Amended 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 January 12, 2001
---------------------------- Executive Officer
John W. Abbott (Principal Executive Officer)

/s/ Rick L. Laber Vice President and Chief January 12, 2001
---------------------------- Financial Officer
Rick L. Laber (Principal Accounting and
Financial Officer)

/s/ Robert H. Becker * Chairman of the Board January 12, 2001
----------------------------
Robert H. Becker

/s/ Thomas M. Dible * Director January 12, 2001
----------------------------
Thomas M. Dible

/s/ Frank H. Freund * Director January 12, 2001
----------------------------
Frank H. Freund

/s/ James L. Reutter * Director January 12, 2001
----------------------------
James L. Reutter

/s/ John D. Bamberger * Director January 12, 2001
----------------------------
John D. Bamberger

/s/ David P. Mehney Director January 12, 2001
----------------------------
David P. Mehney

* By: /s/ John W. Abbott
---------------------
John W. Abbott
Attorney-in-Fact

</TABLE>

<PAGE>

EXHIBIT INDEX

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

1 Form of Underwriting Agreement (Including Warrant as Exhibit A)

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 Form of Lease Agreement

10.4 Data Processing Agreement between Fiserv and eZ Bancorp, Inc.

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) *

99.1 Subscription Agreement Form and Form of Cover Letters
-----------
* Previously filed.