FIRST OF AMERICA BANK CORP /MI/, 424B3, 1994-12-01

FIRST OF AMERICA BANK CORP /MI/
424B3, 1994-12-01
NATIONAL COMMERCIAL BANKS

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PROSPECTUS/PROXY STATEMENT

FIRST OF AMERICA NEW ENGLAND TRUST COMPANY
BANK CORPORATION 144 Westminster Street
211 South Rose Street Providence, Rhode Island 02503
Kalamazoo, Michigan 49007 (401) 751-4600
(616) 376-9000

PROSPECTUS PROXY STATEMENT
Up to 185,328 Shares of for the Special Meeting
First of America Bank Corporation of Shareholders
Common Stock to be held December 30, 1994

This Prospectus/Proxy Statement is a proxy statement furnished at the
direction of the Board of Directors of New England Trust Company ("New England
Trust") in connection with the solicitation of proxies from its shareholders to
be voted at the Special Meeting of Shareholders of New England Trust to be held
on December 30, 1994 (the "Special Meeting"), and at any adjournment thereof,
for the purpose of considering and voting upon approval of the Agreement and
Plan of Share Exchange dated as of September 14, 1994, among First of America
Bank Corporation ("First of America"), New England Trust, Devon W. Deyhle,
Ernest R. Famiglietti and Ruth K. Mullen (the "Share Exchange Agreement"). This
Prospectus/Proxy Statement is first being released to the New England Trust
shareholders on or about December 1, 1994.

This Prospectus/Proxy Statement is a prospectus of First of America
relating to its offering of shares of its Common Stock, $10 par value ("First
of America Common Stock"), to the holders of the Common Stock of New England
Trust, $75.00 par value ("New England Trust Common Stock"), in connection with
the proposed exchange of New England Trust Common Stock for First of America
Common Stock (the "Share Exchange"). If the Share Exchange Agreement is
approved by the requisite vote of New England Trust shareholders and if,
following satisfaction of certain conditions, the transactions contemplated by
the Share Exchange Agreement are consummated, issued and outstanding shares of
New England Trust Common Stock will be converted into and exchanged for shares
of First of America Common Stock, as described herein and in the Share Exchange
Agreement.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON. THIS PROSPECTUS/PROXY
STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT IN ANY
STATE OR TO ANY PERSON IN WHICH OR TO WHOM IT WOULD BE UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION. THE DELIVERY OF THIS PROSPECTUS/PROXY STATEMENT AT ANY
TIME DOES NOT IMPLY THAT THE INFORMATION INCLUDED HEREIN IS CORRECT AS OF ANY
TIME AFTER ITS DATE.

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

The date of this Prospectus/Proxy Statement is November 29, 1994.
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AVAILABLE INFORMATION

First of America is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). First of
America also files these reports and other information with the New York Stock
Exchange ("NYSE"). These reports, proxy and information statements, and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at certain of its regional offices located at 7 World Trade
Center, 12th Floor, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. In
addition, material filed by First of America can be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.

First of America has filed a registration statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the First of America Common Stock issuable
in the Share Exchange. This Prospectus/Proxy Statement does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. The
Registration Statement, including the exhibits filed or incorporated by
reference as a part thereof, can be inspected at the public reference
facilities of the Commission set forth above and copies of which can be
obtained from the Public Reference Section of the Commission at prescribed
rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission by First of America
(File No. 1-10534) pursuant to the Exchange Act, are incorporated herein by
reference:

(1) First of America's Annual Report on Form 10-K for the year ended
December 31, 1993;

(2) First of America's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30,
1994;

(3) First of America's Current Reports on Form 8-K dated July 14,
1994, and July 25, 1994; and

(4) the description of First of America Common Stock and First of
America Series A Junior Participating Preferred Stock Purchase
Rights contained in First of America's Registration Statements
on Form 8-A dated April 30, 1990 and July 18, 1990, respectively,
filed with respect to such securities pursuant to Section 12 of
the Exchange Act, and all amendments or reports filed for
purposes of updating such descriptions.

All documents filed by First of America pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus/Proxy
Statement and before the Special Meeting are hereby incorporated by reference,
and such documents are deemed to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be modified or superseded for the
purposes of this Prospectus/Proxy Statement to the extent that a statement
contained herein or in any other subsequently filed document which is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not, except as
so modified or superseded, constitute a part of this Prospectus/Proxy
Statement.

THIS PROSPECTUS/PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE
DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE
ON WRITTEN OR ORAL REQUEST OF ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS PROSPECTUS/PROXY STATEMENT IS DELIVERED, FROM SAMUEL G. STONE,
SENIOR VICE PRESIDENT AND TREASURER, FIRST OF AMERICA BANK CORPORATION, 211
SOUTH ROSE STREET, KALAMAZOO, MICHIGAN 49007 (616) 376-9000. IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY DECEMBER 23,
1994.

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TABLE OF CONTENTS

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SUMMARY OF THE PROSPECTUS/PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
The Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Background of the Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Consideration to be Received in the Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . v
Interests of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Market for First of America and New England Trust Common Stock . . . . . . . . . . . . . . . . . . . . vi
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Other Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Abandonment, Termination, Modification, Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . vii

SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viii

HISTORICAL, PRO FORMA AND EQUIVALENT PER SHARE DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix

THE SPECIAL MEETING, PROXIES, VOTING, AND CERTAIN SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 1
The Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE SHARE EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Parties to the Share Exchange Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Reasons for Share Exchange and Affiliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Background of the Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consideration to be Received in the Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Interests of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Recommendation of New England Trust Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . 4
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Conditions to the Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Business of New England Trust Pending the Share Exchange . . . . . . . . . . . . . . . . . . . . . . . 6
Abandonment, Termination, Modification, Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . 7
Effectiveness of the Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Surrender of Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Resale of the First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

DESCRIPTION AND COMPARISON OF
FIRST OF AMERICA CAPITAL STOCK AND NEW ENGLAND TRUST CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . 9
First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
First of America Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
First of America Shareholder Rights Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
New England Trust Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

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COMPARISON OF CERTAIN PROVISIONS OF
FIRST OF AMERICA'S ARTICLES OF INCORPORATION AND BYLAWS AND
NEW ENGLAND TRUST'S AGREEMENT OF ASSOCIATION AND BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Action By Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Supermajority Approval of Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Amendment or Repeal of Certain Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Other Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Effects of First of America Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

COMPARISON OF THE MICHIGAN BUSINESS CORPORATION ACT
AND THE RHODE ISLAND FINANCIAL INSTITUTIONS
AND BUSINESS CORPORATION ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Supermajority Voting Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Transactions with Interested Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Control Share Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

INFORMATION ABOUT FIRST OF AMERICA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . 17

INFORMATION ABOUT NEW ENGLAND TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Trust Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Financial Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . 18

REGULATION OF FIRST OF AMERICA AND NEW ENGLAND TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Bank Holding Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Savings and Loan Holding Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Savings Associations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Regulation of New England Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Prompt Corrective Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Standards for Safety and Soundness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Other Limitations Based on Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Audit and Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Reserve Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Deposit Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Dividend Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Monetary Policy and Economic Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Sources of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>

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EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

INDEX TO FINANCIAL STATEMENTS OF NEW ENGLAND TRUST COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-i
Agreement and Plan of Share Exchange among First of America Bank Corporation, New England
Trust Company, Devon W. Deyhle, Ernest R. Famiglietti, and Ruth K. Mullen, dated as
of September 14, 1994
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SUMMARY OF THE PROSPECTUS/PROXY STATEMENT

This Prospectus/Proxy Statement contains information about the Special
Meeting, the Share Exchange, First of America Common Stock, New England Trust
Common Stock, First of America and New England Trust. The following summary
does not purport to be complete and is qualified in its entirety by the
specific provisions of the full text of this Prospectus/Proxy Statement, the
documents incorporated herein by reference and the exhibits attached hereto.

THE PARTIES. First of America is a Michigan corporation, a registered
bank holding company under the federal Bank Holding Company Act of 1956, as
amended, (the "Bank Holding Company Act") and a savings association holding
company under the federal Home Owners Loan Act of 1933, as amended ("HOLA").
Its corporate headquarters are located at 211 South Rose Street, Kalamazoo,
Michigan 49007. Its telephone number is (616) 376-9000. At September 30, 1994,
it owned 20 insured financial institutions located in Michigan, Illinois,
Indiana and Florida (the "FOA Banks"). At September 30, 1994, the consolidated
assets of First of America totaled $23.6 billion. See "Information About
First of America."

New England Trust is a Rhode Island state-chartered trust company.
Its corporate headquarters are located at 144 Westminster Street, Providence,
Rhode Island 02903. Its telephone number is (401) 751-4600. At September 30,
1994, New England Trust's assets totaled $1.6 million. See "Information About
New England Trust."

THE SHARE EXCHANGE. The Share Exchange Agreement provides that the
affiliation of New England Trust with First of America is to be effected by the
exchange of New England Trust Common Stock for First of America Common Stock.
On the effective date of the Share Exchange, First of America will continue its
existing business and New England Trust will become a wholly owned subsidiary
of First of America. The offices of New England Trust will remain as such.

BACKGROUND OF THE SHARE EXCHANGE. New England Trust, through its
financial advisor, Smith Barney Shearson Incorporated ("Smith Barney"),
solicited and received indications of interest concerning the acquisition of
New England Trust from First of America and other financial institutions.
After consulting with Smith Barney and legal counsel, New England Trust
negotiated the Share Exchange Agreement with First of America. Following an
in-depth analysis, review and discussion of such agreement by and among New
England Trust's Board of Directors, its legal counsel and Smith Barney, the
Board of Directors of New England Trust unanimously voted to accept the Share
Exchange Agreement proposed by First of America. See "The Share
Exchange--Background of the Share Exchange".

CONSIDERATION TO BE RECEIVED IN THE SHARE EXCHANGE. The Share
Exchange Agreement provides that upon effectiveness of the Share Exchange, each
issued and outstanding share of New England Trust Common Stock will be
converted into and exchanged for the number of shares rounded to the nearest
ten thousandth of a share of First of America Common Stock equal to $8,769.37
(the "Exchange Price") divided by the average of the closing trade prices of
First of America Common Stock as reported by the NYSE during the last fifteen
trading days on which reportable sales of First of America Common Stock takes
place on the NYSE immediately prior to, but not including, the third calendar
day prior to the effectiveness of the Share Exchange (the "Average Price") (the
quotient of the Exchange Price divided by the Average Price is referred to as
the "Exchange Ratio"); provided, however, the Exchange Ratio will not be below
228.5178 or above 270.8686.

The Exchange Ratio was determined through the parties' negotiation of
the Share Exchange Agreement (see "The Share Exchange--Background of the Share
Exchange"). These terms reflect First of America's and New England Trust's
judgments as to the value of the shares of New England Trust Common Stock
relative to the historical and anticipated market price of First of America
Common Stock.

INTERESTS OF MANAGEMENT. Certain members of the management and the
Board of Directors of New England Trust have certain interests in the Share
Exchange that are in addition to their interests as stockholders of New England
Trust generally. These interests include, among others, provisions in the
Share Exchange Agreement

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relating to indemnification and employment arrangements. See "The Share
Exchange--Interests of Management."

FIRST OF AMERICA COMMON STOCK. Subject to the rights of the holders of
any First of America preferred stock if and when outstanding (the "First of
America Preferred Stock") to vote in event of dividend arrearage and when
specifically required by the Michigan Business Corporation Act, as amended (the
"Michigan Act"), holders of First of America Common Stock have exclusive voting
rights. Holders of First of America Common Stock elect approximately one-third
of the Board of Directors for a three year term at each annual meeting. Subject
to the prior rights of the holders of First of America Preferred Stock if and
when outstanding, holders of First of America Common Stock are entitled to
receive dividends if and when declared by First of America's Board of Directors
out of any funds legally available therefor. Subject to the rights of the
holders of First of America Preferred Stock if and when outstanding, holders of
First of America Common Stock are entitled to receive pro rata upon liquidation
all of the assets of First of America remaining after provision for the payment
of creditors. Holders of First of America Common Stock have no preemptive
rights to subscribe to any additional shares which First of America may issue.
Under the Michigan Act, holders of First of America Common Stock generally have
no dissenters' rights of appraisal because First of America Common Stock is
held of record by more than 2,000 persons. See "Description and Comparison of
First of America Capital Stock and New England Trust Capital Stock--First of
America Common Stock."

Certain provisions of First of America's Articles of Incorporation and
Bylaws and First of America's Shareholder Rights Plan may have the effect of
rendering more difficult or discouraging a merger proposal involving First of
America, a tender offer for the voting stock of First of America, or a proxy
contest for control of First of America's Board of Directors. New England
Trust's Agreement of Association and Bylaws generally contain provisions that
may have similar anti-takeover effects. New England Trust does not have a
shareholder rights plan. See "Comparison of Certain Provisions of First of
America's Articles of Incorporation and Bylaws and New England Trust's
Agreement of Association and Bylaws" and "Description and Comparison of First
of America Capital Stock and New England Trust Capital Stock--First of America
Shareholder Rights Plan."

MARKET FOR FIRST OF AMERICA AND NEW ENGLAND TRUST COMMON STOCK. First
of America Common Stock is listed for trading on the NYSE (symbol FOA). The
high, low, and closing sales prices for First of America Common Stock on
November 28, 1994 were $31.75, $31.25 and $31.75, respectively. On September
13, 1994 the last full trading day before public announcement of the Share
Exchange, the high, low, and closing sales prices were $36.50, $36.25 and
$36.375 respectively.

There is no established trading market for New England Trust Common
Stock and no sales of New England Trust Common Stock occurred in 1993 and 1994.
See "Description and Comparison of First of America Capital Stock and New
England Trust Capital Stock--First of America Common Stock,--New England Trust
Common Stock."

SHAREHOLDER APPROVAL. At the Special Meeting, New England Trust
shareholders will vote on approval of the Share Exchange Agreement. Under the
Share Exchange Agreement, the affirmative vote of all of the holders of the
outstanding shares of New England Trust Common Stock is required for approval
of the Share Exchange Agreement. At November 15, 1994, the record date for the
Special Meeting, there were 684.2 shares of New England Trust Common Stock
outstanding and entitled to vote at the Special Meeting. Therefore, the
affirmative vote of holders of 684.2 shares of New England Trust Common Stock
is required for approval of the Share Exchange Agreement. As of November 15,
1994 Ernest R. Famiglietti, Chairman of the Board and Chief Executive Officer,
Devon W. Deyhle, Director, President and Chief Financial Officer, and Ruth K.
Mullen, Director, Executive Vice President and Chief Operating Officer,
collectively, beneficially owned 684.2 shares of New England Trust Common Stock
(or 100 percent of the outstanding shares). See "The Share
Exchange--Shareholder Approval." None of First of America's executive officers
or directors own any shares of New England Trust Common Stock.

vi
<PAGE> 8
Code of 1986, as amended (the "Code"), and, except with respect to any cash
received in lieu of fractional shares, no gain or loss will be recognized by
the holders of New England Trust Common Stock upon receipt of shares of First
of America Common Stock in exchange for their shares. See "The Share
Exchange--Federal Income Tax Consequences."

REGULATORY APPROVALS. Consummation of the Share Exchange is
conditioned upon obtaining the prior approval of the Board of Governors of the
Federal Reserve System (the "FRB"), the Michigan Financial Institutions Bureau
(the "Michigan FIB") and the Board of Bank Incorporation of the State of Rhode
Island (the "Rhode Island Banking Board"). First of America is preparing to
submit or has submitted to these regulatory agencies applications for approval
of the Share Exchange. There can be no assurances that such regulatory
approvals will be obtained or as to the timing or conditions of such approvals.
See "The Share Exchange--Regulatory Approvals".

OTHER CONDITIONS. Under the Share Exchange Agreement, consummation of
the Share Exchange is also subject to other conditions including, without
limitation, the absence of any material adverse change in the capitalization,
business, properties or financial condition of the parties. See "The Share
Exchange--Conditions to the Share Exchange, Business of New England Trust
Pending the Share Exchange."

ABANDONMENT, TERMINATION, MODIFICATION, AMENDMENT AND WAIVER. The
Share Exchange Agreement may be terminated and the Share Exchange abandoned
before the effectiveness of the Share Exchange as follows: (1) by written
agreement among First of America and New England Trust and its shareholders;
(2) by First of America or New England Trust and its shareholders if any
condition to effectiveness of the Share Exchange is not fulfilled and not
waived by the party adversely affected or shall have become impossible to
fulfill; (3) by First of America or New England Trust and its shareholders in
the event of a material breach by the opposite party of any representation,
warranty, covenant, or agreement contained in the Share Exchange Agreement
which has not been materially cured within 30 days after written notice has
been given to the breaching party; (4) by First of America or New England Trust
and its shareholders if the Share Exchange is not consummated on or before
April 30, 1995; or (5) by New England Trust and its shareholders in the event
that the Average Price is less than $29.375. See "The Share Exchange--
Abandonment, Termination, Modification, Amendment and Waiver".

At any time before effectiveness of the Share Exchange (including the
time after shareholder approval of the Share Exchange Agreement), the time for
performance may be extended and the covenants, agreements, and conditions of
the Share Exchange Agreement may be modified, amended, or waived by the
appropriate officers or directors of First of America and New England Trust.

vii
<PAGE> 9
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
($ in thousands, except per share data) September 30,
-----------------------

FIRST OF AMERICA BANK CORPORATION 1994 1993
- --------------------------------- ---- ----
<S> <C> <C>
BALANCE SHEET SUMMARY AT PERIOD END
Investment securities:
Held to Maturity $ 3,115,159 4,856,292
Available for sale 2,828,905 -
Held for sale - 443,630
Net loans 15,560,688 13,999,152
Total assets 23,587,508 21,082,569
Deposits 19,602,213 18,466,306
Long-term debt 750,423 251,436
Total shareholders' equity 1,502,240 1,450,688
Book value per common share - primary 25.72 24.08

SUMMARY OF OPERATIONS FOR THE PERIOD (a)
Net interest income $ 701,640 674,415
Provision for loan losses 64,347 64,328
Net income 167,929 181,594
Net income applicable to common stock 167,929 176,560
Net income per common share:
Primary 2.82 3.08
Fully diluted 2.82 3.04
Cash dividends declared per common share 1.22 1.15
-----------------------

NEW ENGLAND TRUST COMPANY
- -------------------------

BALANCE SHEET SUMMARY AT PERIOD END (b)
Securities $ 929 1,326
Total assets 1,616 1,817
Total shareholders' equity 1,430 1,283
Book value per common share 2,091.00 1,876.00

SUMMARY OF OPERATIONS FOR THE PERIOD (a) (b)
Net revenues $ 2,396 2,170
Net income (loss) 43 (63)
Net Income per common share 63.00 (92.00)
Cash dividends declared per common share -- --
</TABLE>

<TABLE>
<CAPTION>
($ in thousands, except per share data) December 31,
--------------------------------------------------------------------

FIRST OF AMERICA BANK CORPORATION 1993 1992 1991 1990 1989
- --------------------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BALANCE SHEET SUMMARY AT PERIOD END
Investment securities:
Held to Maturity 1,856,623 3,489,626 4,261,992 3,775,030 3,604,406
Available for sale 3,261,481 -- -- -- --
Held for sale -- 1,137,420 -- -- --
Net loans 14,205,491 13,579,224 13,054,092 11,091,209 9,824,292
Total assets 21,230,471 20,146,767 19,469,968 16,789,952 15,507,442
Deposits 18,243,703 18,035,553 17,483,232 15,016,343 13,828,041
Long-term debt 254,193 254,051 260,398 179,899 170,680
Total shareholders' equity 1,523,437 1,335,491 1,267,368 1,176,003 1,117,958
Book value per common share - primary 25.60 22.12 20.58 18.97 17.52

SUMMARY OF OPERATIONS FOR THE PERIOD (a)
Net interest income 902,017 874,827 750,951 678,699 640,620
Provision for loan losses 84,714 78,809 71,030 44,782 43,805
Net income 247,385 147,524 159,464 154,528 151,508
Net income applicable to common stock 241,232 135,015 144,028 137,818 132,897
Net income per common share:
Primary 4.20 2.46 2.69 2.62 2.52
Fully diluted 4.14 2.46 2.69 2.62 2.52
Cash dividends declared per common share 1.55 1.34 1.24 1.15 1.08
-------------------------------------------------------------------

NEW ENGLAND TRUST COMPANY
- -------------------------

BALANCE SHEET SUMMARY AT PERIOD END (b)
Securities 885 1,037 1,101 1,088 907
Total assets 1,620 1,600 1,617 1,586 1,404
Total shareholders' equity 1,387 1,346 1,009 961 868
Book value per common share 2,028.00 1,968.00 1,490.00 1,434.00 1,335.00

SUMMARY OF OPERATIONS FOR THE PERIOD (a) (b)
Net revenues 3,061 2,803 2,471 2,436 2,437
Net income (loss) 41 102 38 66 62
Net Income per common share 60.00 151.00 56.00 99.00 95.00
Cash dividends declared per common share -- -- -- -- --
</TABLE>

(a) The interim period presented is for the nine months ended September 30.
(b) Information for 1989, 1990 and 1991 has not been restated for effects of a
prior period adjustment made at December 31, 1993.

viii
<PAGE> 10
HISTORICAL, PRO FORMA AND EQUIVALENT PER SHARE DATA

The following table presents historical and pro forma per share data
for First of America, and historical and equivalent pro forma per share data of
New England Trust giving effect to the Share Exchange using the
pooling-of-interests method of accounting. Pro forma financial presentations
provide information on the impact of the Share Exchange by showing how it might
have affected historical financial statements if it had been consummated at an
earlier time. The data presented below is not necessarily indicative of the
results which would have actually been attained if the Share Exchange had been
consummated in the past or what may be attained in the future.

The per share data included in the following table should be read in
conjunction with the consolidated financial statements of First of America
incorporated by reference herein and the financial statements of New England
Trust included herein.

<TABLE>
<CAPTION>
New New England Trust
First of America First of America England Trust Pro Forma
Historical Pro Forma (a) Historical Equivalent (b)
---------- ------------- ---------- --------------
<S> <C> <C> <C> <C>
Book value:
December 31, 1993 $25.60 25.52 2,028.00 6,372.17
September 30, 1994 25.72 25.65 2,091.00 6,404.63

Cash dividends declared per share:
Year ended December 31, 1991 1.24 1.24 - 309.62
Year ended December 31, 1992 1.34 1.34 - 334.59
Year ended December 31, 1993 1.55 1.55 - 387.02
Nine months ended September 30, 1994 1.22 1.22 - 304.63

Net income per share - primary:
Year ended December 31, 1991 2.69 2.68 56.00 669.18
Year ended December 31, 1992 2.46 2.46 151.00 614.25
Year ended December 31, 1993 4.20 4.19 60.00 1,046.21
Nine months ended September 30, 1994 2.82 2.81 63.00 701.64

Net income per share - fully diluted:
Year ended December 31, 1991 2.69 2.68 56.00 669.18
Year ended December 31, 1992 2.46 2.46 151.00 614.25
Year ended December 31, 1993 4.14 4.13 60.00 1,031.23
Nine months ended September 30, 1994 2.82 2.81 63.00 701.64

Market value per common share:(c)
September 13, 1994 36.375 36.375 n/a 9,082.59
November 28, 1994 31.750 31.750 n/a 7,927.65

</TABLE>

ix
<PAGE> 11
NOTES TO HISTORICAL, PRO FORMA AND EQUIVALENT PER SHARE DATA

(a) Pro forma amounts per share assume that New England Trust Common Stock will
be converted and exchanged for First of America Common Stock based on an
Exchange Ratio of 249.6932 which is the mid-point of the range of the
Exchange Ratio.

(b) Pro forma equivalent amounts are computed by multiplying the First of
America pro forma amounts by an assumed Exchange Ratio of 249.6932, which
is the mid-point of the range of the Exchange Ratio. See "The Share
Exchange--Consideration to be Received on the Share Exchange."

Pro forma equivalent per share information based on the minimum and maximum
Exchange Ratios follows:

<TABLE>
<CAPTION>
Maximum Minimum
Exchange Ratio Exchange Ratio
270.8686 228.5178
-------------- --------------
<S> <C> <C>
Pro forma book value:
December 31, 1993 $ 6,912.57 5,831.77
September 30, 1994 6,947.78 5,861.48

Pro forma cash dividends declared:
Year ended December 31, 1991 335.88 283.36
Year ended December 31, 1992 362.96 306.21
Year ended December 31, 1993 419.85 354.20
Nine months ended September 30, 1994 330.46 278.79

Pro forma fully diluted earnings per
share: 725.93 612.43
Year ended December 31, 1991 666.34 562.15
Year ended December 31, 1992 1,118.69 943.78
Year ended December 31, 1993 761.14 642.14
Nine months ended September 30, 1994
</TABLE>

(c) The market values per share of First of America Common Stock (Historical)
represent the closing trade prices on the NYSE on the dates noted. There
is no established market for New England Trust Common Stock.

x
<PAGE> 12
THE SPECIAL MEETING, PROXIES, VOTING, AND CERTAIN SHAREHOLDERS

THE SPECIAL MEETING. The Special Meeting will be held at the offices of New
England Trust, 144 Westminster Street, Providence, Rhode Island, on December
30, 1994, at 9:00 a.m. local time. Holders of New England Trust Common Stock
will vote on approval of the Share Exchange Agreement.

PROXIES. Proxies are solicited on behalf of the Board of Directors of New
England Trust in connection with the Special Meeting and any adjournment
thereof. Shares of New England Trust Common Stock represented at the Special
Meeting by properly executed proxies will, unless such proxies have been
previously revoked, be voted in accordance with the instructions made in such
proxies. If no instructions are made, such shares will be voted for approval
of the Share Exchange Agreement. If any other matter is properly presented at
the Special Meeting for action, the persons named in the proxies and acting
thereunder will have discretion to vote on such matter in accordance with their
best judgment as to the best interests of New England Trust and its
shareholders. A shareholder may revoke his or her proxy by executing and
delivering to New England Trust a proxy bearing a later date, by giving New
England Trust written notice of revocation before such proxy is voted, or by
attending the Special Meeting and voting in person. Attendance at the Special
Meeting will not in and of itself constitute the revocation of a proxy. The
cost of soliciting proxies will be borne by New England Trust. Proxies may be
solicited by mail, in person, or by telephone by directors or officers of New
England Trust. These persons will not be specially compensated for soliciting
proxies.

VOTING. The record date for determining shareholders entitled to notice of
and to vote at the Special Meeting has been fixed as of the close of business
on November 15, 1994. At the close of business on that date, there were 684.2
shares of New England Trust Common Stock outstanding and entitled to vote at
the Special Meeting. Each share of New England Trust Common Stock is entitled
to one vote except as described below. Under the Share Exchange Agreement, the
favorable vote of the holders of 684.2 shares of New England Trust Common Stock
is required for approval. See "The Share Exchange -- Shareholder Approval."

The presence, in person or by proxy, of a majority of the outstanding
shares of New England Trust Common Stock entitled to vote is necessary to
constitute a quorum of the shareholders in order to take action at the Special
Meeting. For these purposes, shares of New England Trust Common Stock which
are present, or represented by proxy, at the Special Meeting will be counted
for quorum purposes regardless of whether the holder of the shares or proxy
failed to vote on the Share Exchange Agreement. Once a quorum is established,
approval of the Share Exchange Agreement requires the affirmative vote of
holders of all of the outstanding shares of New England Trust Common Stock.
Therefore, for voting purposes, abstentions will have the same effect as votes
against the Share Exchange.

1
<PAGE> 13
THE SHARE EXCHANGE

GENERAL. The following is a summary of the material features of the Share
Exchange Agreement and the Share Exchange. The Share Exchange Agreement
contains all the terms of and conditions to consummation of the Share Exchange
including the manner and basis for converting and exchanging the outstanding
shares of New England Trust Common Stock into and for First of America Common
Stock. This description of the Share Exchange and the Share Exchange Agreement
and all other references herein are qualified in their entirety by provisions
of the Share Exchange Agreement, which is incorporated herein by reference and
a copy of which is attached to this Prospectus/Proxy Statement as Exhibit A.

PARTIES TO THE SHARE EXCHANGE AGREEMENT. First of America is a Michigan
corporation, a registered bank holding company and a savings association
holding company with its corporate headquarters located in Kalamazoo, Michigan.
At September 30, 1994, First of America's consolidated assets totaled $23.6
billion.

New England Trust is a Rhode Island state-chartered trust company located
in Providence, Rhode Island. At September 30, 1994, New England Trust's assets
totaled $1.6 million.

SHARE EXCHANGE. The Share Exchange Agreement provides that the affiliation
of New England Trust with First of America is to be effected by the exchange of
New England Trust Common Stock for First of America Common Stock. Upon
effectiveness of the Share Exchange, First of America and New England Trust
will each continue its existing business and New England Trust will become a
wholly owned subsidiary of First of America. The offices of New England Trust
will remain as such.

REASONS FOR SHARE EXCHANGE AND AFFILIATION. The New England Trust Board of
Directors, with the assistance of outside financial and legal advisors, has
evaluated the financial, legal and market considerations bearing on the
decision to recommend the Share Exchange. The terms of the Share Exchange,
including the purchase price, are a result of arms-length negotiations between
representatives of New England Trust and First of America. In reaching its
determination that the Share Exchange Agreement is fair to, and in the best
interest of, New England Trust and the holders of New England Trust Common
Stock, the New England Trust Board of Directors considered a number of factors,
both from a short term and a long term perspective, including, without
limitation, the following: (1) New England Trust Board of Directors'
familiarity with and review of New England Trust's business, financial
condition, results of operations, management and prospects, including, but not
limited to, its potential growth, development, productivity and profitability;
(2) the current and prospective environment in which New England Trust
operates, including national and local economic conditions, the competitive
environment for trust and other financial institutions generally and the trend
toward consolidation in the financial services industry; (3) information
concerning the business, financial condition, results of operations and
prospects of First of America, including recent acquisitions and the recent
performance of First of America Common Stock; (4) the value to be received by
the holder of New England Trust Common Stock pursuant to the Share Exchange in
relation to the historical book value of New England Trust Common Stock; (5)
the financial and other significant terms of the First of America offer
compared to other offers; (6) the potential upside value offered in connection
with the First of America offer compared to other offers, and downside
protection associated with the First of America offer compared to other offers;
(7) the review by the New England Trust Board of Directors with its legal and
financial advisors of the provisions of the proposed Share Exchange Agreement;
(8) New England Trust Board of Directors' belief that the terms of the proposed
form of Share Exchange Agreement with First of America were attractive in that
it would allow New England Trust's shareholders to receive stock in the Share
Exchange thus permitting shareholders to defer any tax liability associated
with the increase in the value of their stock as a result of the Share Exchange
and to become shareholders in First of America, an institution with strong
operations, management and earnings performance; (9) the expectation that First
of America will continue to provide quality service to the community and
customers served by New England Trust; and (10) the compatibility of the
respective business and management philosophies of New England Trust and First
of America. The importance of these factors relative to one another cannot
precisely be determined or stated herein. Accordingly, the New England Trust
Board of Directors has unanimously approved the Share Exchange Agreement and
unanimously recommends that New England Trust shareholders vote for approval of
the Share Exchange Agreement.

2
<PAGE> 14
BACKGROUND OF THE SHARE EXCHANGE. The terms of the Share Exchange
Agreement are the result of arm's length negotiations between New England Trust
and First of America and their respective representatives. In negotiating the
terms of the Share Exchange Agreement, New England Trust and First of America
reviewed many factors, including various of the following: the general
business philosophies of First of America and New England Trust, the market
price of First of America Common Stock and New England Trust Common Stock
respectively, historical earnings records, book and market values of assets,
the nature of the markets in which New England Trust and First of America
operate, dividend histories, deposit growth prospects, managements, and
judgments with regard to the future earnings prospects of New England Trust and
First of America, separately and combined.

New England Trust's Board of Directors engaged Smith Barney on October 28,
1993 on behalf of New England Trust to assist and advise New England Trust's
shareholders, its Board of Directors and its management on the possibility of
selling or merging New England Trust with a larger financial institution.
Smith Barney prepared a confidential selling memorandum, which was distributed
to potential buyers in March of 1994. In the spring and early summer of 1994,
Smith Barney reviewed in detail with the New England Trust Board of Directors
responses to Smith Barney's solicitation of indications of interest in the
possible acquisition of New England Trust. These responses included an
indication of interest by First of America. Based on the indication of
interest received from First of America, a representative of Smith Barney met
with senior representatives of the management team of First of America to
discuss the history and business philosophy of First of America, and determined
to allow First of America to perform a preliminary due diligence investigation
of New England Trust. On July 29, 1994, First of America and New England Trust
agreed to proceed with the negotiation of a definitive agreement and the New
England Trust Board of Directors instructed its executive officers to work with
legal counsel and Smith Barney to complete the agreement. On September 14,
1994, the New England Trust Board of Directors unanimously approved the Share
Exchange Agreement, and New England Trust and all of its shareholders executed
the Share Exchange Agreement.

CONSIDERATION TO BE RECEIVED IN THE SHARE EXCHANGE. The Share Exchange
Agreement provides that upon effectiveness of the Share Exchange, each issued
and outstanding share of New England Trust Common Stock will be converted into
and exchanged for the number of shares rounded to the nearest ten thousandth of
a share of First of America Common Stock equal to $8,769.37 divided by the
average of the closing trade prices of First of America Common Stock as
reported by the NYSE during the last fifteen trading days on which reportable
sales of First of America Common Stock takes place on the NYSE immediately
prior to, but not including, the third calendar day prior to the effectiveness
of the Share Exchange; provided, however, the Exchange Ratio will not be below
228.5178 or be above 270.8686.

The following table shows a range of hypothetical Average Prices and the
Exchange Ratios corresponding to those Average Prices.
<TABLE>
<CAPTION>
Average Price Exchange Ratios
----------------------- ---------------
<S> <C> <C>
At or above $38.375 228.5178
37.000 237.0100
36.000 243.5936
35.000 250.5534
34.000 257.9226
33.000 265.7385
At or below 32.375 270.8686
</TABLE>

The following table shows the closing trade price of First of America
Common Stock on the dates shown and the corresponding Exchange Ratio that would
apply if the closing prices shown were the Average Price.

<TABLE>
<CAPTION>
Date Closing Trade Price Exchange Ratios (2)
---------------------- ------------------- -------------------
<S> <C> <C>
September 13, 1994 (1) $36.375 241.0823
November 28, 1994 31.750 270.8686
</TABLE>

(1) The last trading day before public announcement of the Share Exchange
Agreement.
(2) Assuming the closing trade price shown is the Average Price.

3
<PAGE> 15
The Exchange Ratio was determined through the parties' negotiation of the
Share Exchange Agreement (see "The Share Exchange--Background of the Share
Exchange"). These terms reflect First of America's and New England Trust's
judgments as to the value of the shares of New England Trust Common Stock
relative to the historical and anticipated market price of First of America
Common Stock. The terms of the consideration may be altered pursuant to the
terms of the Share Exchange Agreement. See "The Share Exchange--Abandonment,
Termination, Modification, Amendment and Waiver."

INTERESTS OF MANAGEMENT. At September 30, 1994, all directors and
executive officers of New England Trust as a group beneficially owned 684.2
shares or 100 percent of the outstanding shares of New England Trust Common
Stock. No director or any executive officer of New England Trust owns any
First of America Common Stock. None of First of America's executive officers
or directors owns any shares of New England Trust Common Stock.
Certain members of New England Trust's management and the New England Trust
Board of Directors may be deemed to have certain interests in the Share
Exchange that are in addition to their interests as stockholders of New England
Trust generally. These interests include, among others, provisions within the
Share Exchange Agreement relating to indemnification and employment agreements.
The New England Trust Board of Directors was aware of these interests and
considered them, among other matters, in approving the Share Exchange Agreement
and the transactions contemplated thereby.

SHAREHOLDER APPROVAL. At the Special Meeting, New England Trust
shareholders will vote on approval of the Share Exchange Agreement. Under the
Share Exchange Agreement, the affirmative vote of holders of outstanding shares
of New England Trust Common Stock entitled to vote is required for approval of
the Share Exchange Agreement. At November 15, 1994, the record date for the
Special Meeting, there were 684.2 shares of New England Trust Common Stock
outstanding and entitled to vote at the Special Meeting. Therefore, the
affirmative vote of holders of 684.2 shares of New England Trust Common Stock
is required for approval of the Share Exchange Agreement. A failure to return
a properly executed proxy card or to vote in person at the Special Meeting will
have the same effect as a vote against the Share Exchange Agreement. As of
November 15, 1994, all directors and executive officers of New England Trust
as a group beneficially owned 684.2 shares of New England Trust Common Stock
(or 100 percent of the outstanding shares).

RECOMMENDATION OF NEW ENGLAND TRUST BOARD OF DIRECTORS. The New England
Trust Board of Directors has unanimously approved the Share Exchange Agreement
and unanimously recommends that New England Trust shareholders vote for
approval of the Share Exchange Agreement.

NO RIGHTS OF DISSENTING SHAREHOLDERS. Holders of New England Trust Common
Stock who do not vote in favor of approval of the Share Exchange Agreement or
who otherwise object to the Share Exchange have no right to demand appraisal of
or cash payment for their shares.

REGULATORY APPROVALS. Consummation of the Share Exchange is contingent upon
obtaining the prior approvals of the Share Exchange by the FRB, the Michigan
FIB and the Rhode Island Banking Board without any conditions, which, in the
reasonable opinion of First of America, or in certain cases of New England
Trust, are materially adverse. First of America is preparing to submit or has
submitted applications for approval of the Share Exchange to these regulatory
agencies. There can be no assurances that such regulatory approvals will be
obtained or as to the timing or conditions of any such approval.

FEDERAL INCOME TAX CONSEQUENCES. The Share Exchange Agreement provides, as
a condition to the parties' obligations to consummate the Share Exchange, that
the parties shall have received an opinion from counsel to First of America
that the Share Exchange will qualify as a tax-free reorganization under the
Code and, except with respect to any cash received in lieu of fractional
shares, no gain or loss will be recognized by the holder of New England Trust
Common Stock upon receipt of shares of First of America Common Stock in
exchange for their shares.

First of America has been advised by letter from its counsel, Howard &
Howard Attorneys, P.C. ("Howard & Howard") that in its opinion the Share
Exchange would yield the federal income tax consequences described

4
<PAGE> 16
above. Howard & Howard's opinion also states that the Share Exchange would
yield the following additional federal income tax consequences.

No gain or loss will be recognized to New England Trust shareholders who
receive First of America Common Stock in exchange for their New England Trust
Common Stock. The basis of the First of America Common Stock received by New
England Trust shareholders will be the same as the basis of the New England
Trust Common Stock surrendered in exchange therefor. The holding period of the
First of America Common Stock received by New England Trust shareholders will
include the period during which the New England Trust Common Stock surrendered
in exchange therefor was held, provided that the New England Trust Common Stock
surrendered was held as a capital asset at the time of the exchange. The
payment of cash to New England Trust shareholders in lieu of fractional shares
of First of America Common Stock will be treated as if the fractional shares
were distributed as part of the exchange and redeemed by First of America.
Provided that the New England Trust Common Stock surrendered in the exchange
was held as a capital asset at the time of the exchange, capital gain or loss
will be realized and recognized to such shareholder measured by the difference
between the redemption price and the adjusted basis of the First of America
Common Stock redeemed.

Howard & Howard's opinion letter is dated November 11, 1994, and is based
on facts, laws, regulations, and interpretations as of that date. Therefore,
receipt of an additional opinion of Howard & Howard as of a date more proximate
to effectiveness of the Share Exchange may be required to satisfy the condition
to the parties' obligations to consummate the Share Exchange.

THE DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS
INCLUDED HEREIN FOR INFORMATIONAL PURPOSES ONLY. THE TAX CONSEQUENCES OF THE
SHARE EXCHANGE WILL VARY DEPENDING ON THE CIRCUMSTANCES OF THE INDIVIDUAL
SHAREHOLDER. EACH SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR REGARDING
THE SPECIFIC TAX CONSEQUENCES OF THE SHARE EXCHANGE, INCLUDING THE APPLICATION
AND EFFECT OF STATE AND LOCAL TAX LAWS.

CONDITIONS TO THE SHARE EXCHANGE. The Share Exchange Agreement provides
that consummation of the Share Exchange is subject to the satisfaction of
certain conditions, or the waiver of such conditions by the party or parties
entitled to do so, at or before the effective time. Each of the parties'
obligations under the Share Exchange Agreement is subject to the following
conditions: (1) the Share Exchange Agreement shall have been approved,
confirmed and ratified by the affirmative vote of the shareholders of New
England Trust; (2) the Share Exchange shall have received all required
regulatory approvals without any conditions which in the reasonable opinion of
First of America or New England Trust are materially adverse and such approvals
shall not have been withdrawn or stayed (see "The Share Exchange - Regulatory
Approvals"); (3) an opinion shall have been delivered by counsel to First of
America in form and substance reasonably satisfactory to First of America and
New England Trust as to the tax consequences of the Share Exchange (see "The
Share Exchange - Federal Income Tax Consequences"); (4) the Registration
Statement shall have become effective and no stop-order proceedings with
respect thereto shall be pending or threatened; (5) First of America shall have
obtained all material blue sky permits, authorizations, consents or approvals
required for the issuance of First of America Common Stock in the Share
Exchange; (6) all actions, consents or approvals, governmental or otherwise,
which are, or in the opinion of counsel for First of America may be, necessary
to permit or enable it to consummate the Share Exchange and to continue the
business of New England Trust shall have been obtained without any conditions
which in the reasonable opinion of First of America are materially adverse and
shall not have been withdrawn or stayed; (7) consummation of the transactions
contemplated by the Share Exchange Agreement shall not violate any order,
decree or judgment of any court or governmental body having jurisdiction; and
(8) any consents or approvals required to be secured by a party or otherwise
reasonably necessary to consummate the transactions contemplated by the Share
Exchange Agreement shall have been obtained and shall be satisfactory to First
of America.

In addition to the foregoing conditions, the obligations of New England
Trust under the Share Exchange Agreement are conditioned upon the following:
(1) First of America shall have in all material respects complied with its
obligations under the Share Exchange Agreement at or prior to the effective
time and the representations and warranties made by First of America in the
Share Exchange Agreement shall be true and correct in all material

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<PAGE> 17
respects at the effective time (except for those which specifically relate to
another time or times, which shall be true and correct at such time or times,
and for changes permitted by the Share Exchange Agreement); (2) all
documentation relating to the Share Exchange shall be reasonably satisfactory
to counsel to New England Trust; (3) counsel to First of America shall have
delivered an opinion to New England Trust with respect to certain matters; (4)
First of America shall have delivered to New England Trust a certificate signed
by certain officers, dated the effective date, certifying to his or her
respective knowledge or belief that First of America has met and fully complied
with all conditions necessary to make the Share Exchange Agreement effective as
to First of America; (5) there shall have been no material adverse change in
the consolidated capitalization, business, properties or financial condition of
First of America from the date of the Share Exchange Agreement to the effective
time; (6) any consents or approvals required to be secured by a party pursuant
to the terms of the Share Exchange Agreement shall have been obtained and shall
be satisfactory to New England Trust; (7) no action, suit, proceeding or claim
shall have been instituted, made or threatened by any person relating to the
Share Exchange or the validity or propriety of the transactions contemplated by
the Share Exchange Agreement; and (8) First of America shall have taken all
action reasonably capable of completion to permit the shares of First of
America Common Stock to be issued in the Share Exchange to be approved for
listing on the NYSE and nothing shall have come to the attention of First of
America, New England Trust, or its shareholders to cause any of them to
reasonably believe that such listing will not occur.

In addition to the foregoing conditions, the obligations of First of
America under the Share Exchange Agreement are conditioned upon the following:
(1) New England Trust and its shareholders shall have in all material respects
complied with their obligations under the Share Exchange Agreement at or prior
to the effective time and the representations and warranties made by New
England Trust in the Share Exchange Agreement shall be true and correct in all
material respects at the effective time (except for those which specifically
relate to another time or times, which shall be true and correct at such time
or times, and for changes permitted by the Share Exchange Agreement); (2) all
documentation relating to the Share Exchange shall be reasonably satisfactory
to counsel to First of America; (3) counsel to New England Trust shall have
delivered an opinion to First of America with respect to certain matters; (4)
New England Trust and its shareholders shall have delivered to First of America
a certificate signed by certain officers, dated the effective date, certifying
to their respective knowledge or belief that New England Trust and its
shareholders have met and fully complied with all conditions necessary to make
the Share Exchange Agreement effective as to New England Trust; (5) there shall
have been no material adverse change in the consolidated capitalization,
business, properties or financial condition of New England Trust from the date
of the Share Exchange Agreement to the effective time; and (6) no action, suit,
proceeding or claim shall have been instituted, made or threatened by any
person relating to the Share Exchange or the validity or propriety of the
transactions contemplated by the Share Exchange Agreement which would make
consummation of the Share Exchange inadvisable in the reasonable opinion of
First of America.

BUSINESS OF NEW ENGLAND TRUST PENDING THE SHARE EXCHANGE. The Share
Exchange Agreement provides that from the date of the Share Exchange Agreement
to effectiveness of the Share Exchange, New England Trust and, to the extent
applicable, its shareholders, will: (1) conduct its business in the ordinary
course; (2) remain in good standing with all applicable regulatory authorities;
(3) use its best efforts to retain the services of such of its officers and
employees that its goodwill and business relationships with customers and
others are not materially and adversely affected; (4) maintain insurance
covering the performance of their duties by its directors, officers and
employees; (5) terminate on or before the closing date a certain agreement
dated November 1, 1993 between New England Trust and a corporation owned by
certain officers of New England Trust; and (6) consult with First of America
prior to acquiring any interest in real property.

Additional terms of the Share Exchange Agreement provide that from the date
of the Share Exchange Agreement to effectiveness of the Share Exchange, subject
to certain exceptions for contemplated transactions, New England Trust and, to
the extent applicable, its shareholders, will not, among other things, without
the prior written consent of First of America: (1) amend its Articles of
Incorporation or Bylaws; (2) issue or sell any shares of its capital stock,
issue or grant any stock options, warrants, rights, calls or commitments of any
character calling for or permitting the issue or sale of its capital stock; (3)
pay or declare any cash dividend or other dividend or distribution with respect
to New England Trust's capital stock; (4) increase or reduce the number of
shares of its capital stock by split-up, reverse split, reclassification,
distribution of stock dividends, or change of par or stated value; (5)

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<PAGE> 18
purchase, permit the conversion of or otherwise acquire or transfer for any
consideration any outstanding shares of its capital stock; (6) except as
expressly provided in the Share Exchange Agreement, amend or otherwise modify
any bonus, pension, profit sharing, retirement or other compensation plan or
enter into any contract of employment with any director, officer, employee or
agent which is not terminable at will without costs or other liability; (7)
incur any obligations or liabilities except in the ordinary course of business;
(8) mortgage, pledge or subject to any material lien, charge, or security
interest, any of its shares, assets or property; (9) transfer or lease any of
its assets or property except in the ordinary course of business; (10) transfer
or grant any rights, under any leases, licenses or agreements, other than in
the ordinary course of business; (11) make or grant any general or individual
wage or salary increase for directors, officers, employees, or agents except
for general salary and wage adjustments now in progress, or as part of the
conduct of a normal salary administration program consistent with past
practices; (12) make or enter into any contract or agreement or incur any other
commitment in excess of $20,000; (13) cancel or compromise any debt or claim,
other than in the ordinary course of business, in an aggregate amount which is
not materially adverse; (14) enter into any transaction, contract or agreement
which would permit the sale of investment or similar products by third parties
on New England Trust's premises; (15) invite or initiate or engage in
discussions or negotiations for the acquisition of New England Trust or the
sale of its shares by or to any person other than First of America or its
affiliates; and (16) take any action which constitutes a breach or default of
its obligations under the Share Exchange Agreement or which is reasonably
likely to delay or jeopardize the receipt of any of the regulatory approvals
required thereby or is reasonably likely to preclude the Share Exchange from
qualifying for pooling of interests accounting treatment or cause any of the
other conditions to fail.

ABANDONMENT, TERMINATION, MODIFICATION, AMENDMENT AND WAIVER. The Share
Exchange Agreement may be terminated and the Share Exchange abandoned before
the effectiveness of the Share Exchange as follows: (1) by written agreement
among First of America and New England Trust and its shareholders; (2) by First
of America or New England Trust and its shareholders if any condition to
effectiveness of the Share Exchange is not fulfilled and not waived by the
party adversely affected or shall have become impossible to fulfill; (3) by
First of America or New England Trust and its shareholders in the event of a
material breach by the opposite party of any representation, warranty,
covenant, or agreement contained in the Share Exchange Agreement which has not
been materially cured within 30 days after written notice has been given to the
breaching party; (4) by First of America or New England Trust and its
shareholders if the Share Exchange is not consummated on or before April 30,
1995; or (5) by New England Trust and its shareholders in the event that the
Average Price is less than $29.375.

At any time before effectiveness of the Share Exchange (including the time
after shareholder approval of the Share Exchange Agreement), the time for
performance may be extended and the covenants, agreements, and conditions of
the Share Exchange Agreement may be modified, amended, or waived by the
appropriate officers or directors of First of America and New England Trust.

EFFECTIVENESS OF THE SHARE EXCHANGE. No specific effective date for the
Share Exchange is provided by the Share Exchange Agreement. If the Share
Exchange Agreement is approved by New England Trust shareholders, it is
expected that the Share Exchange will be consummated as soon as practicable
after the requisite regulatory approvals (see "The Share Exchange--Regulatory
Approvals") have been received.

ACCOUNTING TREATMENT. The parties anticipate accounting for the Share
Exchange as a pooling of interests.

SURRENDER OF STOCK CERTIFICATES. After effectiveness of the Share
Exchange, each holder of certificates theretofore representing validly issued
and outstanding shares of New England Trust Common Stock will surrender his or
her certificates to Norwest Stock Transfer, the exchange agent for such shares,
and each holder will be entitled upon surrender to receive a certificate
representing the whole number of shares of First of America Common Stock into
which his or her shares of New England Trust Common Stock will have been
converted and cash (without interest thereon) in lieu of fractional shares of
First of America Common Stock. Following effectiveness of the Share Exchange
and until surrendered, each outstanding certificate representing New England
Trust Common Stock will be deemed for all corporate purposes, other than
payment of dividends previously declared and unpaid or uncollected, to evidence
ownership of only the right to receive the First of America Common Stock (and
cash in lieu of fractional shares) into which shares of New England Trust
Common Stock will have been converted in the Share Exchange. Unless and until
any such certificate is surrendered, the holder thereof will not

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have any right to receive First of America Common Stock (and cash in lieu of
fractional shares) or any dividends otherwise payable on First of America
Common Stock. Following surrender, there will be paid to the record holder of
any New England Trust Common Stock the amount of any dividends (without
interest thereon) otherwise payable except for failure to surrender.

RESALE OF THE FIRST OF AMERICA COMMON STOCK. Shares of First of America
Common Stock issued to shareholders of New England Trust will be transferable
without restriction upon disposition, except shares issued to any person who
may be considered an "affiliate" of New England Trust, as defined by the rules
and regulations of the Commission under the Securities Act. New England Trust
has agreed in the Share Exchange Agreement to furnish at or before the
effective date of the Share Exchange an agreement from each such "affiliate"
that such person will not make a "distribution" within the meaning of the
Commission's Rule 145 of First of America Common Stock received in the Share
Exchange and that such stock will be held subject to all applicable provisions
of the Securities Act and the rules and regulations of the Commission
thereunder. In addition, such agreements will contain prohibitions upon
dispositions by affiliates which would prevent the Share Exchange from being
accounted for as a pooling of interest. (See "The Share Exchange--Accounting
Treatment").

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DESCRIPTION AND COMPARISON OF
FIRST OF AMERICA CAPITAL STOCK AND NEW ENGLAND TRUST CAPITAL STOCK

Each holder of New England Trust Common Stock will, upon consummation of
the Share Exchange, become a holder of First of America Common Stock. The
rights of holders of First of America Common Stock differ in some respects from
the rights of holders of New England Trust Common Stock. These differences are
due to differences between the provisions of First of America's Articles of
Incorporation and Bylaws and New England Trust's Agreement of Association and
Bylaws and differences between the Michigan Act, under which First of America
is incorporated, and Titles 19 and 7 of the General Laws of Rhode Island (the
"Rhode Island Act"), under which New England Trust is incorporated. The
following discussion describes and compares the material differences between
the rights of holders of First of America Common Stock and New England Trust
Common Stock.

FIRST OF AMERICA COMMON STOCK. First of America is authorized to issue
100,000,000 shares of First of America Common Stock, par value $10 per share.
At September 30, 1994, there were 58,400,656 shares of First of America Common
Stock outstanding, held of record by approximately 33,500 persons. As of that
date, there were also outstanding options to purchase 946,933 shares of First
of America Common Stock, held by officers of First of America and its
subsidiaries.

Subject to the rights of the holders of any First of America Preferred
Stock if and when outstanding (as described below), holders of First of America
Common Stock are entitled to receive dividends if and when declared by the
Board of Directors out of any funds legally available therefor. Subject to the
rights of holders of any First of America Preferred Stock if and when
outstanding, holders of First of America Common Stock are entitled to receive
pro rata upon liquidation, dissolution, or winding up all of the assets of
First of America remaining after provision for the payment of creditors.
Subject to the rights of holders of any First of America Preferred Stock if and
when outstanding to elect additional directors in the case of dividend
arrearage, holders of First of America Common Stock are vested with exclusive
voting rights, each share being entitled to one vote. Holders of First of
America Common Stock have no cumulative voting rights in electing directors.
Holders of First of America Common Stock have no preemptive rights to subscribe
for any additional shares of capital stock which First of America may issue.
First of America Common Stock is neither convertible nor redeemable. All
outstanding shares of First of America Common Stock are fully paid and
nonassessable and have tandem shareholder rights as described below.

First of America Common Stock is listed for trading on the NYSE (symbol
FOA). The high, low, and closing sales prices for First of America Common
Stock on November 28, 1994, were $31.75, $31.25 and $31.75, respectively.
On September 13, 1994, the last full trading day before public announcement of
the Share Exchange, the high, low, and closing sales prices were $36.50, $36.25
and $36.375, respectively. The First of America Common Stock issuable upon
consummation of the Share Exchange will be listed for trading on the NYSE.

FIRST OF AMERICA PREFERRED STOCK. First of America is authorized to issue
10,000,000 shares of First of America Preferred Stock, no par value. Shares of
First of America Preferred Stock are issuable in series with designation,
powers, relative rights and preferences as prescribed by First of America's
Board of Directors in the resolution providing for the issuance thereof. There
are currently no shares of First of America Preferred Stock outstanding.

FIRST OF AMERICA SHAREHOLDER RIGHTS PLAN. First of America has reserved
500,000 shares of preferred stock for issuance as Series A Junior Participating
Preferred Stock ("Series A Preferred") upon the exercise of certain preferred
stock purchase rights (each a "Right") issued to holders of and in tandem with
all outstanding shares of the First of America Common Stock. The description
and terms of the Rights are set forth in a Rights Agreement ("Rights
Agreement"), dated July 18, 1990, between First of America and First of America
Bank-Michigan, N.A., as Rights Agent. The Rights Agreement was filed with the
Commission as an exhibit to the First of America's Registration Statement dated
July 18, 1990 on Form 8-A under the Exchange Act. This summary description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement which is incorporated herein by reference.

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<PAGE> 21
Generally, the Rights Agreement provides as follows. The Rights are not
exercisable until a Distribution Date, which occurs ten days after a person or
group (an "Acquiring Person") publicly announces acquisition of or commences a
tender offer which may result in the acquisition of beneficial ownership of 10
percent or more of the outstanding shares of First of America Common Stock (a
"Stock Acquisition Date"). If, following a Stock Acquisition Date, First of
America is merged with or engages in a business combination transaction with
the Acquiring Person or the Acquiring Person increases its beneficial ownership
of First of America Common Stock by more than one percent or engages in self
dealing, then holders of Rights, other than the Acquiring Person, will receive
upon exercise of each Right, common stock of First of America or of the entity
surviving the merger or business combination or other consideration with a
value of two times the exercise price of the Right.

First of America may, at its option, at any time after a Stock Acquisition
Date and before an Acquiring Person becomes the beneficial owner of more than
50 percent of the outstanding shares of First of America Common Stock, elect to
exchange all outstanding Rights for shares of First of America Common Stock at
an exchange ratio of one share of First of America Common Stock per Right,
subject to adjustment to prevent dilution. At any time until 20 days following
the Stock Acquisition Date, First of America may redeem the Rights in whole,
but not in part, at a price of $.01 per Right. Until a Right is exercised, the
holder thereof, as such, will have no right as a shareholder of First of
America, including, without limitation, the right to vote or to receive
dividends. Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by First of America's Board of Directors prior to the Distribution
Date.

Each share of Series A Preferred shall be entitled to 100 votes on all
matters submitted to a vote of the shareholders of First of America.
Additionally, in the event First of America fails to pay dividends on the
Series A Preferred for four full quarters, holders of the Series A Preferred
have certain rights to elect additional directors of First of America. Except
as described above, holders of the Series A Preferred have no preemptive rights
to subscribe for additional securities which First of America may issue. The
Series A Preferred will not be redeemable. Each share of Series A Preferred
will, subject to the rights of any First of America Preferred Stock ranking
senior to the Series A Preferred, if any, be entitled to preferential quarterly
dividends equal to the greater of $10.00, or subject to certain adjustments,
100 times the dividend declared per share of First of America Common Stock.
Upon liquidation of First of America, holders of Series A Preferred will,
subject to the rights of senior securities, be entitled to a preferential
liquidation payment equal to $95.00 per share, plus accrued and unpaid
dividends. In the event of any merger, consolidation or other transaction in
which shares of First of America Common Stock are exchanged, each share of
Series A Preferred will, subject to the rights of senior securities, be
entitled to receive 100 times the amount received per share of First of America
Common Stock. The rights of the Series A Preferred are protected by customary
antidilution provisions.

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire First of
America without conditioning the offer on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by First of America's Board of Directors since the Board
of Directors may, at its option, at any time until 20 days following the Stock
Acquisition Date, redeem all but not less than all of the then outstanding
Rights at the redemption price.

NEW ENGLAND TRUST COMMON STOCK. New England Trust is authorized to issue
1,000 shares of New England Trust Common Stock, $75.00 par value. At September
30, 1994, there were 684.2 shares of New England Trust Common Stock
outstanding, held of record by three holders.

Holders of New England Trust Common Stock are entitled to receive dividends
when, as, and if declared by the New England Trust Board of Directors out of
any funds legally available therefor. In the event of liquidation, holders of
New England Trust Common Stock are entitled, after payment of the claims of
creditors, to receive pro rata the net assets of New England Trust. Holders of
New England Trust Common Stock are vested with all voting power of New England
Trust and are entitled to one vote for each share held. New England Trust's
shareholders do not have cumulative voting rights with respect to the election
of directors. Holders of New England Trust Common Stock do not have any
preemptive rights to subscribe for additional shares of capital stock of New
England Trust. New England Trust Common Stock is neither convertible nor
redeemable. All outstanding shares of New England Trust Common Stock are fully
paid and nonassessable.

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COMPARISON OF CERTAIN PROVISIONS OF
FIRST OF AMERICA'S ARTICLES OF INCORPORATION AND BYLAWS AND
NEW ENGLAND TRUST'S AGREEMENT OF ASSOCIATION AND BYLAWS

The following discussion describes provisions of First of America's
Articles of Incorporation and Bylaws and New England Trust's Agreement of
Association and Bylaws relating to the topics indicated by the captions and
then compares the provisions. The discussion is intended to show the
similarities and differences in the rights of holders of First of America
Common Stock and New England Trust Common Stock and illustrate the effect of
the Share Exchange on New England Trust shareholders who become First of
America shareholders.

BOARD OF DIRECTORS.

FIRST OF AMERICA. The Articles of Incorporation of First of America
("First of America's Articles") provide that directors of First of America are
divided into three classes, and at each annual meeting of shareholders, one
class is elected for a three year term. Under First of America's Articles, the
number of directors is fixed from time to time by resolution adopted by a
number of directors constituting not less than 80 percent of First of America's
full Board of Directors. Subject to the rights of holders of any particular
class or series of equity securities of First of America, any newly-created
directorship resulting from an increase in the total number of authorized
directors may be filled by an 80 percent vote of the directors then in office,
or by a sole remaining director, or by a majority vote of the shareholders. Any
vacancy resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled only by an 80 percent vote of
the directors then in office, or by a sole remaining director. Any director
elected to fill any newly created directorship or vacancy shall serve for the
remainder of the full term of the class to which such director has been
elected. First of America's Articles provide that directors may be removed only
for cause and only by the affirmative vote of holders of not less than 66-2/3
percent of the outstanding shares of capital stock of First of America entitled
to vote generally in the election of directors ("Voting Stock"). First of
America's Bylaws provide that nomination of directors by shareholders may be
made only in person or by proxy at a meeting at which the nominating
shareholder is entitled to vote, and only if written notice of such
shareholder's intent to make such nomination has been received by First of
America at least 30 days but not more than 90 days before the anniversary date
of the record date for determination of shareholders entitled to vote at the
immediately preceding annual meeting of shareholders. The notice must contain
certain information as specified in First of America's Bylaws. First of
America's Bylaws set forth certain qualifications for any nominee to be
eligible to be elected or to serve on its Board of Directors. These
qualifications include the requirement that the nominee have a history of
conducting his or her own personal and business affairs in a safe and sound
manner, in a safe and sound condition, and in accordance with applicable laws
and regulations, and without substantial conflicts of interest. First of
America's Bylaws require that all nominees complete a qualification,
eligibility and disclosure questionnaire in the form approved by First of
America's Board of Directors. First of America's Bylaws also set forth
procedures pursuant to which the Directors Nominating and Management Succession
Committee of the Board of Directors shall determine whether nominees are
eligible to serve as directors pursuant to the qualifications set forth in the
Bylaws.

NEW ENGLAND TRUST. New England Trust's Bylaws provide that a director may
be removed from the Board of Directors with or without cause pursuant to the
affirmative vote of the holders of 85 percent of the shares issued and
outstanding. New England Trust's Bylaws provide that the Board of Directors
shall be composed of such number as initially fixed at the first meeting of
incorporation and may, from time to time, be increased or decreased by action
of the shareholders except that there shall never be fewer Directors than the
number of shareholders. Currently, there are three directors on the New
England Trust Board of Directors. New England Trust's Bylaws provide further
that a director need not be a resident of the State of Rhode Island or a
shareholder of New England Trust.

COMPARISON. The First of America and New England Trust provisions
regarding removal of directors are similiar. The First of America provisions
could have the effect of making removal of incumbent management difficult, and,
therefore, may discourage accumulation of a substantial block of First of
America Common Stock by a shareholder and discourage assumption of control by
such a shareholder.

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ACTION BY SHAREHOLDERS.

FIRST OF AMERICA. First of America's Articles do not contain a written
consent provision. As a result, First of America shareholders may not act by
written consent without a shareholder meeting unless the written consent of all
shareholders is obtained. Special meetings called by shareholders may be called
only by holders of not less than 66-2/3 percent of the Voting Stock, and such
meetings require 30 days prior notice stating all purposes of the meeting.
First of America's Bylaws provide that only such business as set forth in a
notice of a special meeting of shareholders shall be conducted at the meeting.
First of America's Bylaws set forth procedures for shareholders to give notice
of matters proposed to be brought before the annual meeting of shareholders.
These procedures require that the shareholder's notice be received by First of
America's Secretary at least 30 but not more than 90 days before the
anniversary of the record date for determination of shareholders entitled to
vote at the immediately preceding annual meeting of shareholders. The notice
must include information about the business desired to be brought before the
annual meeting, and any material interest of the shareholder therein, and the
shareholder's beneficial ownership of First of America's securities.

NEW ENGLAND TRUST. New England Trust's Bylaws contain a shareholder
written consent provision which provides that an action required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting,
and without a vote, if all of the shareholders entitled to vote thereon consent
thereto in writing. Pursuant to New England Trust's Bylaws, special meetings
of the shareholders shall be held when directed by the President, the
Secretary, the Board of Directors, or when requested in writing by the holders
of not less than 10 percent of all the shares entitled to vote at the meeting.

COMPARISON. First of America's Articles, by their silence, permit action
by shareholders by unanimous written consent without a meeting. New England
Trust's Bylaws also permit action by unanimous written consent. First of
America's Articles make calling special shareholder meetings more difficult
than do New England Trust's Bylaws. Additionally, First of America's Bylaws
set forth procedures for shareholders to bring matters before the annual
meeting. The First of America provisions may have the effect of assisting
incumbent management in retaining their positions and discouraging business
combination transactions, such as a merger, which management does not first
approve.

SUPERMAJORITY APPROVAL OF CERTAIN TRANSACTIONS.

FIRST OF AMERICA. Under First of America's Articles, except where a greater
vote is required by the Fair Price Act (as defined below, see "Comparison of
The Michigan Business Corporation Act and The Rhode Island Financial
Institutions and Business Corporation Act--Transactions with Interested
Shareholders"), the affirmative vote of 66-2/3 percent of the Voting Stock and
a majority of the Voting Stock not held by the beneficial owner of 10 percent
or more of the Voting Stock of First of America (an "Interested Shareholder")
is required to approve certain business combination transactions with an
Interested Shareholder not approved by First of America's Board of Directors,
unless the price per share to be received by all shareholders is at least equal
to the price paid for shares of Voting Stock purchased by the Interested
Shareholder within the preceding two years. The Articles also provide that any
merger with another corporation other than a subsidiary, sale or disposition of
substantially all assets, or liquidation or dissolution requires the
affirmative vote of at least 66-2/3 percent of the Voting Stock, unless it is
approved by a majority of the First of America's Directors, other than those
affiliated with the other party to the transaction.

NEW ENGLAND TRUST. Under New England Trust's Agreement of Association, any
action to be taken by the shareholders of New England Trust requires the
affirmative approval of the holders of 85 percent of the outstanding New
England Trust Common Stock.

COMPARISON. First of America's Articles and New England Trust's Agreement
of Association both contain supermajority voting provisions. First of
America's Articles discourage business combination transactions, such as a
merger, between First of America and a holder of a substantial block of Voting
Stock, unless management approves the transaction. Thus, the First of America
provisions may have the effect of giving a minority shareholder or group of
shareholders, including management, the ability to defeat a transaction which
may be desired by or viewed as beneficial to other shareholders.

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AMENDMENT OR REPEAL OF CERTAIN PROVISIONS.

FIRST OF AMERICA. The provisions of First of America's Articles described
herein may be amended or repealed only by the affirmative vote of at least
66-2/3 percent of the Voting Stock. The provisions of First of America's Bylaws
described above and certain other by-law provisions may be amended or repealed
only by the affirmative vote of at least 66-2/3 percent of the Voting Stock or
80 percent of First of America's full Board of Directors.

NEW ENGLAND TRUST. The provisions of New England Trust's Agreement of
Association may be amended or repealed only by the affirmative vote of at least
85 percent of the issued and outstanding capital stock of New England Trust.
New England Trust's Bylaws may be added to, amended, or repealed by either the
shareholders or the Board of Directors, but any amendment made by the Board of
Directors may be changed by the shareholders.

COMPARISON. New England Trust's Agreement of Association and Bylaws are,
with respect to provisions discussed in this section, more difficult to amend
than First of America's Articles and Bylaws.

OTHER PROVISIONS.

FIRST OF AMERICA. First of America's Articles provide that when the Board
of Directors is evaluating a tender or exchange offer of another person, an
offer to merge, or to purchase all the assets of First of America, it shall
consider all relevant factors including the social and economic effects on
employees, customers, suppliers, and other constituencies and on the
communities in which First of America operates or is located. This provision of
First of America's Articles may allow First of America's Board of Directors to
use the factors stated as a basis for rejecting an offer that, judged strictly
on its financial terms, may be desirable by First of America shareholders.

NEW ENGLAND TRUST. New England Trust does not have a similar provision in
its Agreement of Association or Bylaws.

EFFECTS OF FIRST OF AMERICA PROVISIONS.

First of America's Articles and Bylaws generally contain provisions that
may have the effect of discouraging, delaying, deterring or preventing a change
in control of First of America, through a business combination transaction or
otherwise. These provisions may also have the effect of making First of
America's incumbent management more difficult to remove and may discourage
accumulation of significant blocks of First of America Common Stock. However,
First of America's intent in implementing the provisions described above was
not to discourage proposals involving a change in control of First of America,
but to encourage the makers of such proposals to negotiate with First of
America's management and Board of Directors so that they can act in the best
interest of shareholders.

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COMPARISON OF THE MICHIGAN BUSINESS CORPORATION ACT
AND THE RHODE ISLAND FINANCIAL INSTITUTIONS
AND BUSINESS CORPORATION ACT

If the Share Exchange is consummated, New England Trust shareholders will
become shareholders of First of America. First of America is a Michigan
corporation incorporated under the Michigan Act. New England Trust is a Rhode
Island corporation incorporated under the Rhode Island Act. The following
discussion summarizes material differences between the Michigan Act and the
Rhode Island Act with respect to rights of shareholders.

RIGHTS OF DISSENTING SHAREHOLDERS.

In both Michigan and Rhode Island, a shareholder who does not vote in favor
of certain corporate actions has the right to receive cash in exchange for such
shareholder's stock. This right is known as the "right to dissent."

MICHIGAN ACT. The Michigan Act recognizes rights to dissent in connection
with certain amendments to the articles of incorporation, mergers,
consolidation and sales or other dispositions of all or substantially all of
the assets of a corporation. Under the Michigan Act, rights to dissent from a
corporate action are not available as to shares listed on a national securities
exchange (such as First of America Common Stock) or held of record by not less
than 2,000 persons on the record date fixed to determine the shareholders
entitled to vote on the corporate action. Further, rights to dissent are not
available in connection with corporate actions pursuant to which shareholders
receive cash or shares of stock, which shares of stock to be received are
listed on a national securities exchange or are held of record by not less than
2,000 persons on the record date fixed to determine the shareholders entitled
to vote on the merger or consolidation.

RHODE ISLAND ACT. The Rhode Island Act recognizes rights to dissent in
connection with mergers, consolidation and sale or exchange of all or
substantially all of the assets of a corporation. Dissenters rights are not
available in connection with share exchanges. Under the Rhode Island Act,
unless the articles of incorporation provide otherwise, the right to dissent
from a corporate action is not available as to shares listed on a national
securities exchange, shares included as national market securities in the
National Association of Securities Dealers Automated Quotations Systems, or
shares held of record by not less than 2,000 persons on the record date fixed
to determine the shareholders entitled to vote on the corporate action. Under
the Rhode Island Act, a shareholder may not dissent as to less than all of the
shares registered in his or her name. New England Trust's shareholders do not
have dissenters rights with respect to the Share Exchange. See "The Share
Exchange--No Rights of Dissenting Shareholders."

SUPERMAJORITY VOTING PROVISIONS.

MICHIGAN ACT. Under the Michigan Act, supermajority voting provisions
(which require a greater-than-majority vote in order to take certain actions)
may be included in a corporation's articles of incorporation. Adding a
supermajority voting provision to the articles of incorporation requires a
majority vote of approval by shareholders. Changing or eliminating a
supermajority voting provision, however, requires the same supermajority
shareholder approval as contained in the provision being changed or eliminated.

RHODE ISLAND ACT. Under the Rhode Island Act, supermajority voting
provisions (which require a vote greater than that required by statute in order
to take certain actions) may be included in a corporation's certificate of
incorporation. Adding, changing or eliminating a supermajority voting
provision requires the same supermajority shareholder approval as contained in
the provision being added, changed or eliminated.

ACTION WITHOUT A MEETING.

MICHIGAN ACT. Under the Michigan Act, a corporation's articles of
incorporation may provide that shareholders may take action without a meeting
and without a vote if consent in writing to the action taken is given by
holders of at least the minimum number of shares that would be required to vote
for approval of such action at a meeting. If a corporation's articles do not
contain a provision such as that described above, then unanimous consent by

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<PAGE> 26
holders of all shares that would be entitled to vote on the action at a meeting
is required to take action without a meeting and a vote.

RHODE ISLAND ACT. The Rhode Island Act contains provisions which are very
similar to those contained in the Michigan Act. However, under the Rhode
Island Act certain specified transactions (i.e. those involving business
combinations) may not be approved without either the unanimous written consent
of the shareholders or a meeting of the shareholders entitled to vote thereon.

TRANSACTIONS WITH INTERESTED SHAREHOLDERS.

MICHIGAN ACT. The Fair Price Act, which is a part of the Michigan Act,
provides that a supermajority of 90 percent of the shareholders and no less
than two-thirds of the votes of noninterested 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 of its "affiliates." An "interested shareholder" is
generally defined as any person who owns 10 percent or more of the outstanding
voting shares of the corporation. 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 corporation is at least equal to the highest of either (a) the market value
of the shares or (b) the highest per share price paid by the interested
shareholder within the preceding two-year period or in the transaction in which
the shareholder became an interested shareholder, whichever is higher; and (2)
once becoming an interested shareholder, the person does not become the
beneficial owner of any additional shares of the corporation 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.

The requirements of the Fair Price Act do not apply to a business
combination with the 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.

RHODE ISLAND ACT. The Rhode Island Act contains provisions which are
similar to those of the Michigan Act with respect to transactions with
interested shareholders. These provisions do not currently apply to New
England Trust because New England Trust does not have shares registered with
the Commission pursuant to Section 12 of the Exchange Act.

CONTROL SHARE ACQUISITIONS.

MICHIGAN ACT. Under the Shareholder Equity Act, which is a part of the
Michigan Act, "Control Shares" of an "issuing public company" purchased by a
shareholder or group of shareholders may be voted only to the extent approved
(1) by a majority of the outstanding voting shares and (2) a majority of the
outstanding voting shares excluding shares held by the acquiring person or
group and shares held by officers and employees/directors of the issuing public
company. "Control Shares'' are shares that, when added to other shares owned by
the person or group, would entitle such person or group to exercise voting
power of an issuing public company in the election of directors within any of
the following ranges of voting power: (1) one-fifth or more but less than
one-third of all voting power; (2) one-third or more but less than a majority
of all voting power; or (3) a majority of all voting power. An "issuing public
company" is one that has (1) 100 or more shareholders of record, (2) its
principal place of business, its principal office or substantial assets in
Michigan and (3) either (a) more than 10 percent of its shareholders of record
reside in Michigan, (b) more than 10 percent of its shares owned of record by
Michigan residents or (c) 10,000 shareholders of record residing in Michigan.

The Board of Directors of First of America has amended its Bylaws to
provide, as authorized by the Shareholder Equity Act, that Control Shares held
by a Control Shares acquiror who has not filed an acquiring person statement
with First of America are subject to redemption and that Control Shares which
have not been accorded

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<PAGE> 27
full voting rights after a vote, as provided in the Act, are subject to
redemption. The redemption price is the highest price per share which the
Control Share acquiror has paid for the Control Shares.

RHODE ISLAND ACT. The Rhode Island Act does not contain any provisions
similar to those contained in the Michigan Act with respect to control share
acquisitions other than as discussed above under "Transactions With Interested
Shareholders."

INFORMATION ABOUT FIRST OF AMERICA

GENERAL. First of America is a corporation organized under the Michigan
Act, a bank holding company registered under the Bank Holding Company Act and a
savings and loan holding company registered under HOLA. Its principal activity
consists of owning and supervising 20 affiliate financial institutions which
operate general commercial banking businesses from 622 offices and facilities
located in Michigan, Florida, and Indiana. First of America owns eight banks
located in Michigan with combined assets of $13.7 billion at September 30,
1994. First of America owns nine banks located in Illinois with combined
assets of $7.7 billion at September 30, 1994. First of America also owns two
banks in Indiana with combined assets of $1.5 billion at September 30, 1994.
In Florida, First of America owns one savings and loan association with assets
of $528 million at September 30, 1994. First of America also has divisions and
non-banking subsidiaries which provide mortgage, trust, data processing,
pension consulting, discount securities brokerage, revolving credit and
investment advisory services. At September 30, 1994, First of America had
consolidated assets of $23.6 billion, deposits of $19.6 billion, and
shareholders' equity of $1.5 billion.

First of America is frequently in the process of examining potential
acquisitions or merger candidates. Several potential acquisitions or mergers
are often at different stages of development and negotiation at any one time.
No assurance can be given that First of America will or will not consummate any
such acquisitions or mergers.

First of America was incorporated in 1971 by its lead bank, First of
America Bank-Michigan, N.A., Kalamazoo, Michigan, which was established in
1863. It became a bank holding company in 1972 in a transaction in which First
of America Bank-Michigan, N.A. and two other banks became wholly owned
affiliates. First of America became a savings and loan holding company on July
31, 1990, through the acquisition of a federally chartered stock savings
association which has since been merged with one of First of America's
affiliate commercial banks.

As the parent company, First of America provides certain management
functions to its affiliate financial institutions relating to loan policies and
procedures, profit planning and accounting, external and internal audit, legal
advice and compliance with government regulations, and general coordination of
investment, trust, and human resources administration, data processing, and
product development activities.

First of America's affiliate financial institutions offer a broad range of
lending, depository, and related financial services to individual, commercial,
industrial, financial, and governmental customers, including demand, savings,
and time deposits, secured and unsecured loans, lease financing, letters of
credit, money transfers, corporate and personal trust services, cash
management, and other financial services.

RECENT DEVELOPMENTS. First of America is pursuing the consolidation of its
20 affiliate financial institutions into four state-wide financial institutions
located in Michigan, Illinois, Indiana and Florida by year-end 1994. The
consolidation is being undertaken in order to enhance operating efficiencies
and to better serve First of America customers.

On October 1, 1994, First of America acquired First Park Ridge Corporation,
a three-bank holding company with $320 million in assets based in Park Ridge,
Illinois. The acquisition, accounted for as a purchase, was effected with the
issuance of 2,199,733 shares of First of America Common Stock. Subsequently,
First Park Ridge Corporation's three banks were merged into First of America
Bank - Northeast Illinois, N.A..

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<PAGE> 28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. Additional information
about First of America, including certain financial information, information
about voting securities of First of America and principal holders thereof, and
information about directors and executive officers of First of America, is
included in the documents filed by First of America with the Commission and the
NYSE under the Exchange Act and incorporated herein by reference. See
"Incorporation of Certain Documents by Reference."

INFORMATION ABOUT NEW ENGLAND TRUST

GENERAL. New England Trust was incorporated under Rhode Island law in 1975
as a trust company without authority to accept deposits or to make loans. New
England Trust's only offices are at 144 Westminster Street, Providence, Rhode
Island (401-751-4600).

New England Trust's principal source of revenues is investment fees based
on market values of clients' assets under management. As of December 31, 1993,
New England Trust administered approximately $525 million of fiduciary assets
in approximately 867 accounts. These fiduciary assets are almost entirely in
the form of liquid or publicly traded securities with readily ascertainable
market values.

Ernest R. Famiglietti and Devon Deyhle were among the original officers and
directors, and in 1988 became the sole shareholders of New England Trust. Ruth
K. Mullen joined New England Trust in 1981 and became a shareholder in 1990.
Messrs. Famiglietti and Deyhle and Ms. Mullen now constitute all of the
shareholders, directors and executive officers of New England Trust.

TRUST ACTIVITIES. New England Trust's business may be categorized into two
general areas. In the personal trust area, New England Trust serves as an
investment agent, executor, trustee, conservator or custodian. In the employee
benefit trust area, New England Trust provides trustee, investment advisory,
agency, custody and benefit distribution services to plans covered by ERISA and
plans that are not covered by ERISA, primarily individual retirement accounts
that have been "rolled over" from other employee benefit plans. The breakdown
of New England Trust's business as of December 31, 1993 is shown in the
following table:

Employee Benefit Trust
Personal -----------------------------
(000's omitted) Total Trust ERISA Non-ERISA
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Fiduciary Assets $525,185 119,477 348,984 56,760
1993 Revenues 3,150 978 2,039 332
</TABLE>

New England Trust's ten largest client relationships accounted for
approximately 59 percent of assets under management as of December 31, 1993,
and 42 percent of revenues for the year then ended.

The largest single client relationship, which includes several employee
benefit plans, accounted for 16 percent of assets under management and 13
percent of revenues for the year then ended. As of December 31, 1993,
approximately 67 percent of the assets under New England Trust's management was
for clients in Rhode Island, 8 percent for clients in other New England states,
7 percent for clients in Florida and 16 percent for clients elsewhere in the
United States.

COMPETITION. New England Trust faces intense competition from institutions
and organizations in Rhode Island and throughout the United States. New England
Trust's services overlap and compete with services offered by banks, investment
advisors, mutual funds, brokerage firms and insurance companies.

PERSONNEL. As of December 31, 1993, New England Trust had 22 full-time
employees, including six account managers, and one part-time employee. The
employees are not represented by a collective bargaining unit, and New England
Trust considers its relationship with its employees to be good.

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<PAGE> 29
LEGAL PROCEEDINGS. New England Trust is not a party to any legal
proceedings other than a single case which, in the opinion of management, is
not expected to have a material adverse effect on the results of New England
Trust operations.

PROPERTIES. New England Trust's offices in downtown Providence, Rhode
Island are leased through December 31, 1995.

FINANCIAL SUMMARY. The following table summarizes certain financial
information concerning the financial condition of New England Trust at December
31, 1993 and 1992 and September 30, 1994 and 1993, and the results of its
operations for the years or nine months then ended:
<TABLE>
<CAPTION>
Year ended December 31, Nine Months Ended Sept. 30,
------------------------ -----------------------------
(000's omitted) 1993 1992 1994 1993
---------- ----------- -------------- ----------
<S> <C> <C> <C> <C>
Net revenues $3,061 2,803 2,396 2,170

Income(loss) from operations (50) (8) 14 (107)

Other income 97 137 47 44

Net income 41 102 43 (63)

Total assets 1,620 1,599 1,616 1,817

Dividends -- -- -- --
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. Revenues of New England Trust increased by 9 percent from 1992 to
1993 and by 10 percent for the nine months ended September 30, 1994 over the
same period in 1993. These increases were the result primarily of new employee
benefit plan accounts and additions to existing accounts.

New England Trust's revenues are comprised primarily of investment fees
based on the market value of assets under management. Accordingly, downward
fluctuations in market values generally will have a direct adverse effect on
New England Trust's revenues. Revenues may also be adversely affected by
individual clients' removing their accounts by reason of dissatisfaction with
investment performance. Management attributes New England Trust's historically
low customer attrition in large part to consistent investment management
performance.

Net Income declined from $102,000 in 1992 to $41,000 in 1993. This decrease
is the result of increased Losses from Operations and decreased Other Income.

Losses from Operations increased to $50,000 in 1993 from $7,600 in 1992.
These losses reflect increased costs of operations, principally in the form of
performance-related compensation to executive officers. These costs of
operation are projected to be decreased following the Share Exchange.

Other Income, which reflects New England Trust's investment returns and
losses on its own assets, decreased to $97,000 in 1993 from $137,000 in 1992.

Although New England Trust experienced a net loss of $63,000 for the nine
months ended September 30, 1993, that loss was primarily attributable to
performance-related executive compensation. The net income of $43,000 for the
first nine months of 1994 resulted from a revenue increase of $204,000 over the
same period in 1993, while operating costs increased by only $103,000 and Other
Income increased by $3,000.

New England Trust has always financed its operations from its own revenues
and has not used long or short-term borrowing. Its total assets of
approximately $1.6 million are comprised of liquid and marketable securities,
and management does not foresee any requirement for increased liquidity or
capital.

Aside from general uncertainties relating to the securities markets
generally, New England Trust's operations

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<PAGE> 30
are directly challenged on a daily basis by increased competition from several
quarters, including banks, mutual funds, investment managers and, to a lesser
extent, insurance companies, all of which are vying to manage personal and
employee benefit plan investment accounts. Aside from imposing continuing
performance standards, this competition requires the participant in this market
to offer a greater variety of investment products and approaches and to
implement newer technologies than New England Trust has been able, by reason of
its relatively small size, to offer or implement in the past. Management has
determined that New England Trust's continued growth would best be facilitated
by the support and resources that First of America would bring following the
Share Exchange.

REGULATION OF FIRST OF AMERICA AND NEW ENGLAND TRUST

Various federal and state banking laws and regulations affect the
businesses of First of America and its affiliate financial institutions and New
England Trust. First of America and its affiliate financial institutions are
subject to supervision, regulation and periodic examination by various federal
and state financial institution regulatory agencies, including the FRB, the
OCC, the FDIC, the OTS, the Michigan FIB, the Indiana Department of Financial
Institutions (the "Indiana DFI") and the Commissioner of Banks and Trust
Companies of the State of Illinois (the "Illinois Commissioner"). New England
Trust is subject to supervision, regulation, and periodic examination by the
Banking Division of the Rhode Island Department of Business Regulation
("RIDBR") and by the Rhode Island Banking Board.

The following is a summary of certain statutes and regulations affecting
First of America, its affiliate financial institutions, and New England Trust.
This summary is qualified in its entirety by such statutes and regulations,
which are subject to change based on pending and future legislation and action
by regulatory agencies.

BANK HOLDING COMPANIES. First of America is a bank holding company under
the Bank Holding Company Act and as such is subject to regulation by the FRB. A
bank holding company is required to file with the FRB annual reports and other
information regarding its business operations and those of its subsidiaries. A
bank holding company and its subsidiary banks are also subject to examination
by the FRB. The non-banking activities of a bank holding company and its
subsidiaries are limited to certain activities specified in the Bank Holding
Company Act and such other activities as the FRB, by regulation or order,
determines to be closely related, and a proper incident, to the business of
banking. The FRB has determined that owning, controlling or operating a
savings association is a permissible activity for bank holding companies if the
savings association engages only in activities that are permissible for bank
holding companies. Prior FRB approval may be required for a bank holding
company to acquire new subsidiaries, including savings associations, or
commence new lines of business.

The Bank Holding Company Act requires every bank holding company to obtain
the prior approval of the FRB before acquiring substantially all the assets of
any bank or bank holding company or ownership or control of any voting shares
of any bank or bank holding company, if, after such acquisition, it would own
or control, directly or indirectly, more than five percent of the voting shares
of such bank or bank holding company. Bank holding companies are also
prohibited from acquiring shares of any bank located outside the state in which
the operations of the bank holding company's banking subsidiaries are
principally conducted unless such an acquisition is specifically authorized by
statute of the state of the bank whose shares are to be acquired.

Under a Michigan statute applicable to First of America, a Michigan bank
holding company may acquire a bank located in any state in the United States if
the laws of the other state permit ownership of banks located in that state by
a Michigan bank holding company. Under the same Michigan statute, a Michigan
bank or bank holding company may be acquired by a bank holding company located
in any state in the United States subject to approval of the Michigan FIB and
the existence of a reciprocal law in such other state.

SAVINGS AND LOAN HOLDING COMPANIES. First of America is a savings and loan
holding company and is subject to the jurisdiction of the OTS with regard to
certain matters. Among other things, a savings and loan holding company is
required to: (1) file and cause all of its subsidiaries which are not savings
associations to file such periodic reports as may be required by the OTS; (2)
maintain books and records as prescribed by the OTS; and (3) be subject to
examination by the OTS. Multiple savings and loan holding companies, which
own or control more

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<PAGE> 31
than one savings association, generally are subject to extensive limitations on
the types of business activities in which they can engage. The HOLA limits the
activities of multiple savings and loan holding companies primarily to
activities permissible for bank holding companies under the BHC Act and
activities authorized by OTS regulations. In addition, a savings and loan
holding company that is also a bank holding company (such as First of America)
may engage only in those activities that are permissible for a bank holding
company, and may, in certain circumstances, be required to obtain approval from
the OTS, as well as the FRB, prior to acquiring new subsidiaries or commencing
new business activities.

Under the Financial Institutions Reform, Recovery and Enforcement Act of
1989 ("FIRREA"), the OTS is granted broad power to impose restrictions on
savings and loan holding company activities if the OTS Director determines
there is reasonable cause to believe that the continuation by the holding
company of any activity constitutes a serious risk to the financial safety,
soundness or stability of a subsidiary savings association. The restrictions,
issued in the form of a directive, may limit: (1) the payment of dividends by
the savings association to the holding company; (2) transactions between the
savings association, the holding company, and the subsidiaries or affiliates of
either; and (3) any activities of the savings association that might create a
serious risk that the liabilities of the holding company or its other
affiliates may be imposed on the savings association.

Finally, a savings and loan holding company must obtain prior written
approval from the OTS before acquiring substantially all the assets of any
savings association or savings and loan holding company or any ownership or
control of any voting shares of any savings association or savings and loan
holding company if, after such acquisition, it would own or control, directly
or indirectly, more than five percent of the voting shares of such savings
association or savings and loan holding company. Savings and loan holding
companies also are prohibited from controlling savings associations in more
than one state unless such acquisition is specifically authorized by federal
law as an emergency acquisition or by statute of the state of the savings
association whose shares are to be acquired.

BANKS. Fourteen of First of America's affiliate banks are national
banking associations and as such are subject to regulation and supervision and
regular examination by the OCC. Four of First of America's affiliate banks are
Michigan state banks and are subject to regulation and supervision and regular
examination by the Michigan FIB. One of First of America's affiliate banks is an
Indiana state bank and is subject to regulation and regular examination by the
Indiana DFI. Five of First of America's affiliate state banks are members of
the Federal Reserve System, and as such are subject to the applicable provisions
of the Federal Reserve Act and regulations thereunder and to supervision,
regulation and regular examination by the FRB. One of First of America's
affiliate state banks is not a member of the Federal Reserve System and is
subject to regulation, supervision and regular examination by the FDIC. Deposits
held by affiliate banks of First of America are insured, to the extent permitted
by law, by the Bank Insurance Fund ("BIF") administered by the FDIC or by the
Savings Association Insurance Fund ("SAIF") administered by the FDIC.

Federal law and the laws of Michigan, Indiana, and Illinois govern, among
other things, the scope of a bank's business, the investments a bank may make,
the loans a bank may make, transactions with affiliates, and a bank's
activities with respect to mergers and establishing branches.

SAVINGS ASSOCIATIONS. One of First of America's affiliate financial
institutions, First of America-Florida, is a federally chartered stock savings
associations subject to extensive regulation, supervision and regular
examination by the OTS and to the provisions of the HOLA as amended by FIRREA,
and the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), and other federal laws including the Federal Deposit Insurance Act.
Federal law governs, among other things, the scope of the savings association's
reserves, the investments a savings association may make, the loans a savings
association may make, and transactions with affiliates. Deposits held by First
of America - Florida are insured, to the extent permitted by law, by the SAIF.

REGULATION OF NEW ENGLAND TRUST. Because New England Trust may not accept
deposits or make loans, New England Trust is not considered to be a "bank"
under the Bank Holding Company Act and is not subject to regulation or
supervision by the OCC or the FDIC.

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<PAGE> 32
However, New England Trust can act as a corporate trustee or fiduciary
under Rhode Island law and is subject to regulation, supervision and periodic
examination as a trust company by the RIDBR. Rhode Island law requires New
England Trust to maintain fidelity bonds for the corporate institution itself
and for its directors, officers and employees, to prepare and file semi-annual
reports with the RIDBR, to publish an annual statement of condition and to be
periodically audited by an independent certified accountant.

New England Trust was incorporated under Rhode Island law in 1975 with an
initial capitalization of $75,000. While the Rhode Island law does not impose
any requirement to maintain any specified amount of risk capital, the law does
require the RIDBR to make annual examinations of New England Trust and
authorizes the RIDBR to order cessation of any violation of the Rhode Island
banking laws or of any "unsound or unsafe banking practice," to order the
restoration of capital to the extent that capital has been impaired, to suspend
or remove any officer, director or employee who violates such an order or who
is "reckless or grossly incompetent in the conduct of the financial
institution's business," and in like circumstances to petition for the
appointment of a receiver.

The Rhode Island Banking Board also has specified authority over Rhode
Island financial institutions. Changes in the agreement of association, as well
as mergers and consolidations, establishment or relocation of offices or
branches, and changes in ownership of New England Trust, are all subject to the
approval of the Rhode Island Banking Board. The proposed Share Exchange is
subject to the approval of the Rhode Island Banking Board.

TRANSACTIONS WITH AFFILIATES. Each of First of America's subsidiary banks
is subject to Sections 23A and 23B of the Federal Reserve Act, which impose
certain restrictions on loans and extensions of credit by a bank to its
affiliates, on investments by a bank in the stock or securities of its
affiliates, on acceptance of such stock or securities as collateral for loans
by the bank to any borrower and on leases and service and other contracts
between a bank and its affiliates. For purposes of Sections 23A and 23B of the
Federal Reserve Act, the affiliates of a bank include its holding company and
all other companies (including other banks) controlled by the holding company.
Transactions between banks that are at least 80 percent owned by the same
holding company (such as First of America's subsidiary banks) are exempt from
certain of the restrictions of Sections 23A and 23B of the Federal Reserve Act
under the so-called "sister bank" exemption.

Sections 23A and 23B of the Federal Reserve Act generally apply to savings
associations in the same manner and to the same extent as they apply to banks
but with several differences. First, savings association may not make any loan
or extension of credit to any affiliate unless the affiliate is engaged only in
permissible bank holding company activities. Next, a savings association is
barred from investing in the securities of an affiliate other than a subsidiary
of the savings association. Finally, the "sister bank" exemption from the
quantitative limitations of Section 23A, which is available to 80 percent
commonly-controlled banks, generally is not available to "sister thrifts" until
January 1, 1995. However, the exemption is available on a limited basis for
banks and savings associations that are 80 percent owned by the same holding
company, provided that every bank and savings association owned by the holding
company complies with all applicable capital requirements on a fully phased-in
basis without reliance on goodwill.

Banks and savings associations are also subject to Section 22(h) of the
Federal Reserve Act, which places limitations on loans to insiders. Under
Section 22(h), a bank or savings association may extend credit to its or its
affiliates' executive officers, directors and principal shareholders or their
related interests only if the loan is made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with non-insiders and if credit underwriting standards
are followed that are no less stringent than those applicable to comparable
transactions with non-insiders. Also, loans to insiders must not involve more
than the normal risk of repayment or present other unfavorable features and
must, in certain circumstances, be approved in advance by a majority of the
entire board of directors of the lending institution. The aggregate amount
that can be lent to all insiders is limited to the institution's unimpaired
capital and surplus. No insider shall knowingly receive any extension of
credit not authorized under Section 22(h). Banks and savings associations also
are subject to Section 22(g) of the Federal Reserve Act which imposes
additional restrictions on loans to executive officers.

CAPITAL REQUIREMENTS. The FRB has adopted risk based capital requirements
applicable to bank holding companies. Under these requirements, bank holding
companies must have a minimum ratio of total capital to total

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<PAGE> 33
risk-weighted assets of eight percent. In addition, bank holding companies must
maintain a minimum ratio of Tier I capital to total risk-weighted assets equal
to four percent. In determining the amount of risk-weighted assets, all
assets, including certain off-balance sheet assets, are multiplied by a
risk-weight of 0 percent to 100 percent. Tier I capital includes common
shareholders' equity, qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries less goodwill.

Based on calculations as of September 30, 1994, First of America's Tier I
capital and total capital as a percentage of total risk-weighted assets were in
excess of the required ratios.

As a supplement to risk based capital requirements, the FRB also adopted a
leverage measure which requires bank holding companies to maintain a minimum of
Tier I capital equal to 3 percent of total assets. All bank holding companies
except those that are most highly-rated must maintain an additional cushion of
Tier I capital of at least 100 to 200 basis points, which is a leverage ratio
of 4 to 5 percent. As of September 30, 1994, First of America's Tier I
leverage ratio, computed using period end total assets, was 5.67 percent.

All of First of America's subsidiary banks are subject to risk-weighted
capital standards which are similar, but in some cases not identical, to the
requirements for bank holding companies. The FRB, OCC and FDIC have proposed
amendments to their risk-based capital standards for banks to take interest
rate risk into account as required by FDICIA. The proposed regulations include
two alternative methods for assessing a bank's capital adequacy for interest
rate risk. Under one method, the dollar amount of capital required for
interest rate risk would be incorporated into risk-based capital requirements
by increasing a bank's risk-weighted assets, which would lower the risk-based
capital ratios. Under the second method, capital required for interest rate
risk would not be incorporated into a bank's risk-based capital ratios.
Rather, examiners would consider interest rate risk exposure along with other
factors in evaluating a bank's capital adequacy and a bank would be expected to
hold additional capital commensurate with the risks being taken. Since final
regulations have not been adopted, First of America cannot assess the impact,
if any, that such standards may have on its affiliated banks.

The OTS has not adopted capital requirements for savings and loan holding
companies. The OTS requires savings associations to maintain a minimum ratio
of total capital to risk-weighted assets of eight percent. The risk weighting
requirements are similar to those discussed above. Savings associations also
must maintain a three percent leverage ratio, which is the ratio of core
capital to adjusted total assets. Core capital includes common shareholder's
equity, qualifying perpetual preferred stock and minority interests in equity
accounts of consolidated subsidiaries less intangibles other than certain
qualifying supervisory intangible assets and certain purchased mortgage
servicing rights. In addition, savings associations must maintain a 1.5
percent ratio of tangible capital to adjusted total assets. OTS regulations
require that, in meeting required capital standards, savings associations must
deduct investments and loans to subsidiaries engaged in activities not
permissible for a national bank.

The OTS adopted a final rule effective January 1, 1994 pursuant to which
savings associations with above normal interest rate risk exposure will be
subject to a deduction from total capital for the purpose of calculating the
risk-based capital ratio.

PROMPT CORRECTIVE ACTION. In addition to the existing capital
requirements discussed above, FDICIA created a new approach to supervision of
insured banks and savings associations that requires, or in some cases permits,
federal regulatory agencies to take certain actions based on an institution's
capital level. This "prompt corrective action" framework addresses capital
deficiencies and supervisory concerns of institutions with the intent of
resolving problems of institutions at the least possible long-term costs to BIF
and SAIF. FDICIA and prompt corrective action regulations adopted by the
federal regulatory agencies create five capital categories. Each insured
depository institution will be categorized based on its level of capital as
measured by specified ratios. An institution's capital category determines what
regulatory restrictions and supervisory actions, if any, must, or in some cases
may, be taken by federal regulators. These provisions became effective December
19, 1992.

The five capital categories are well-capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized. The specified capital ratios for determining the capital
category of all but critically undercapitalized institutions are: (1) the ratio
of total capital to risk-weighted assets (total risk based

22
<PAGE> 34
ratio); (2) the ratio of Tier 1 or core capital to risk-weighted assets (Tier 1
risk based ratio); and (3) the ratio of Tier 1 or core capital to total average
assets (Tier 1 leverage ratio). The sole capital measure for defining
critically undercapitalized institutions is the ratio of tangible equity to
total assets. The required ratios for each of the five capital categories are
summarized in the following table:

<TABLE>
<CAPTION>
TIER 1 TIER 1
TOTAL RISK RISK BASED LEVERAGE
CATEGORY BASED RATIO RATIO RATIO OTHER
-------- ----------- ---------- -------- -----
<S> <C> <C> <C> <C>
Well-capitalized 10% or 6% or 5% or Not subject to a
above above above directive to meet a
specific level for any
capital measure

Adequately 8% or above 4% or 4% or Does not meet
capitalized above above(1) definition of well-
capitalized
Undercapitalized Under 8% Under 4% Under
4%(2)

Significantly Under 6% Under 3% Under 3%
undercapitalized

Critically Ratio of tangible
undercapitalized equity to total assets
of 2% or under.
- -------------------------
</TABLE>
(1) 3% or above for institutions rated CAMEL 1 or MACRO 1 in most recent
examination by federal regulators.
(2) Under 3% for institutions rated CAMEL 1 or MACR0 1 in most recent
examination by federal regulators.

FDICIA also provides that a well-capitalized institution may be
reclassified as adequately capitalized and that an adequately capitalized or
undercapitalized institution may be required to comply with restrictions and be
subjected to supervisory actions as if it were in the next lower capital
category, if the appropriate federal regulatory agency determines, after notice
and opportunity for an informal hearing, that the institution is in an unsafe
or unsound condition or is deemed to be engaging in an unsafe or unsound
practice. An institution may be deemed to be engaged in an unsafe or unsound
practice if it received a less-than-satisfactory rating in its most recent
examination. Although no restrictions apply automatically and regulatory
agencies are not required to take other supervisory action as a result of
reclassification, such a reclassification permits an institution's regulatory
agency to impose various restrictions and to take supervisory action to deal
with the institution's deficiencies.

All of First of America's affiliate financial institutions are well
capitalized. First of America currently has no reason to believe or otherwise
anticipate that any of First of America's affiliate financial institutions will
be reclassified to a lower capital category. New England Trust does not take
deposits, is not insured under and is not subject to FDICIA.

FDICIA and the prompt corrective action regulations specifically
impose certain restrictions on, and require regulators to take certain
supervisory actions with respect to, less than adequately capitalized
institutions. The imposition of other restrictions and supervisory actions are
left to the regulatory agencies' discretion. Certain of the more significant
provisions are generally described below. Among the mandatory provisions are
the following. Under FDICIA all institutions are prohibited from making a
capital distribution or paying a management fee to a controlling person that
would leave the institution undercapitalized. All institutions which are
undercapitalized or worse are subject to increased monitoring and capital
restoration requirements. Significant additional restrictions apply to
significantly and critically undercapitalized institutions. In addition to
these mandatory supervisory actions, if an institution is undercapitalized or
worse, the institution's federal regulatory agency has the authority to, among
other things, restrict the institution's activities, growth and affiliate
relationships.

STANDARDS FOR SAFETY AND SOUNDNESS. FDICIA requires each federal
banking agency to prescribe for all insured depository institutions and their
holding companies standards relating to internal controls, information systems
and audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, and compensation, fees and benefits and such other
operational and managerial standards as the agency deems appropriate. In
addition, the federal banking regulatory agencies are required to prescribe by
regulation standards specifying: (1) a maximum ratio of classified assets to
capital; (2) minimum earnings sufficient to absorb losses

23
<PAGE> 35
without impairing capital; (3) to the extent feasible, a minimum ratio of
market value to book value for publicly traded shares of depository
institutions or the depository institution holding companies; and (4) such
other standards relating to asset quality, earnings and valuation as the agency
deems appropriate. Finally, each federal banking agency is required to
prescribe standards for employment contracts and other compensation
arrangements of executive officers, employees, directors and principal
stockholders of insured depository institutions that would prohibit
compensation and benefits and arrangements that are excessive or that could
lead to a material financial loss for the institution. If an insured
depository institution or its holding company fails to meet any of the
standards described above, it will be required to submit to the appropriate
federal banking agency a plan specifying the steps that will be taken to cure
the deficiency. If an institution fails to submit an acceptable plan or fails
to implement the plan, the appropriate federal banking agency will require the
institution or holding company to correct the deficiency and, until corrected,
may impose restrictions on the institution or company, including any of the
restrictions applicable under the prompt corrective action provisions of
FDICIA. The federal regulatory agencies issued a proposed rule regarding
implementation of these standards but final regulations have not been released.
Since final regulations have not yet been prescribed, First of America cannot
assess the significance of the impact, if any, such standards may have on First
of America and its affiliated banks.

OTHER LIMITATIONS BASED ON CAPITAL. FDICIA and implementing
regulations place certain limitations, based on an institution's capital
categorization, on the acceptance of brokered deposits, interest rates on
deposits, and deposit insurance coverage. Only well-capitalized institutions
may accept brokered deposits without limitation. Adequately capitalized
institutions may accept brokered deposits only upon obtaining a waiver from the
FDIC. Further, an adequately capitalized institution may not offer rates of
interest on deposits that are significantly more than relevant local or
national rates. Undercapitalized institutions may not accept brokered deposits.

Effective December 19, 1992, "pass through" deposit insurance on
employee benefit plan deposits is available only on deposits at institutions
that can accept brokered deposits. This includes well-capitalized institutions
and adequately capitalized institutions accepting brokered deposits pursuant to
an FDIC waiver.

AUDIT AND REPORTING REQUIREMENTS. FDICIA added a new section to the
Federal Deposit Insurance Act, the purpose of which is to facilitate early
identification of problems in financial institutions' management through annual
independent audits, more stringent reporting requirements, and the
establishment and maintenance of internal control structures and procedures.
Under FDICIA and implementing regulations of the FDIC, the new requirements
apply to institutions with assets of $500 million or more, with certain
exceptions for subsidiaries of holding companies, and are effective for fiscal
years beginning after December 31, 1992.

The new audit and reporting requirements under FDICIA generally
required are as follows. Each insured depository institution (or its holding
company, as discussed below) must submit to its primary regulatory agency and
make publicly available an annual report including the following: (1) financial
statements audited by an independent public accounting firm; (2) a report by
the institution's management, which acknowledges responsibility for the
financial statements and compliance with safety and soundness laws and
regulations and assesses the institution's internal controls; and (3) an
attestation and report by the independent public accountant on management's
assertions on internal control structure and procedures for financial
reporting. In addition, a nonpublic issued statement by the independent public
accountant related to the findings on compliance with laws and regulations
relating to insider loans and dividends should be filed. Additionally, each
institution (or its holding company, as discussed below) must have an
independent audit committee comprised entirely of outside directors and subject
to duties specified by FDICIA and FDIC regulations. For large institutions,
such as First of America, the committee must include two members with banking
or financial management experience, may not include large customers or
individuals associated with large customers of the institution, and must have
access to outside legal counsel.

New England Trust is subject to the audit and reporting requirements
of Title 19 of the General Laws of Rhode Island and has been audited by an
independent public accounting firm every year since its inception. All of
First of America's affiliate depository institutions are subject to
requirements described above. It is currently anticipated that the independent
audit requirement will be satisfied by the audit at the holding company level.

24
<PAGE> 36
RESERVE REQUIREMENTS. FRB regulations require banks and savings
institutions to maintain non-interest-earning reserves against their
transaction accounts (primarily NOW and demand accounts). The FRB regulations
generally require that reserves be maintained against aggregate transaction
accounts as follows: for accounts aggregating $51.9 million or less (subject to
adjustment by the FRB) the reserve requirement is three percent or
approximately $1.6 million. Net transaction accounts in excess of $51.9
million currently are subject to a ten percent reserve requirement which is
subject to adjustment by the FRB between eight percent and fourteen percent.
The first $4.0 million of otherwise reservable balances (subject to adjustments
by the FRB) are exempted from the reserve requirements.

DEPOSIT INSURANCE. Both banks and savings associations are insured by
the FDIC. However, under FIRREA, separate funds have been established, with BIF
(the Bank Insurance Fund) generally covering banks and SAIF (the Savings
Association Insurance Fund) generally covering savings associations. A minimum
designated reserve ratio, i.e., the ratio of the insurance fund's reserves to
total estimated insured deposits of 1.25 percent of insured deposits has been
established for both BIF and SAIF. However, the FDIC may set a higher
designated reserve ratio for either fund if circumstances raise a significant
risk of substantial future losses to the fund. Assessment rates will be
established sufficient to maintain reserves at the designated reserve ratio or,
if the reserve ratio is less than the designated reserve ratio, to increase the
reserve ratio to the designated reserve ratio within a reasonable period of
time. In order to recapitalize the BIF, the FDICIA permits the FDIC to either
set assessment rates for BIF members such that the required 1.25 percent
reserve ratio is achieved within one year or specify a series of target reserve
ratios culminating in a reserve ratio of 1.25 percent within a maximum of 15
years. The FDIC also is authorized to impose special assessments as it deems
necessary. The rates on regular assessments may be changed by the FDIC
semi-annually for each fund independent of the other. All insured financial
institutions are assessed on a semi-annual basis.

Under FDICIA, the FDIC has established a system of risk based deposit
insurance premiums effective January 1, 1994. Under a risk based assessment
system each institution's semi-annual assessment will be based on the
probability that the insurance fund will incur a loss related to that
institution, the likely amount of the loss and the revenue needs of the deposit
insurance fund. If the BIF reserve ratio is less than 1.25 percent, under the
risk based system the FDIC must collect total premiums at least equal to the
amount that would be collected if all BIF members were paying $0.23 per $100 of
deposits. For SAIF members, if the SAIF reserve ratio is less than 1.25
percent, the minimum aggregate assessment rate per $100 of deposits is $0.23
through December 31, 1993, $0.18 from January 1, 1994 through December 31, 1997
and $0.23 thereafter.

The FDIC adopted a final risk based premium system which became
effective January 1, 1994, under which higher-risk banks and thrifts pay more
into the insurance funds than other institutions. Under the final rules, a
financial institution will pay an assessment of between 23 cents and 31 cents
per $100 of insured deposits based on its risk classification. To arrive at a
risk based assessment for each insured institution for each semi-annual period,
the FDIC places it in one of nine assessment risk classifications using a
two-step analysis based first on capital ratios and then on supervisory risk
factors.

Three capital categories are used, well-capitalized, adequately
capitalized and undercapitalized, which are identical to those adopted for
prompt corrective action purposes, except the deposit insurance premium rule
excludes references to supervisory evaluations and directives included under
the prompt corrective action rule (see "Regulation of First of America and New
England Trust - Prompt Corrective Action"). Each institution also is assigned
to one of three supervisory risk subgroups based on consideration of
supervisory evaluations by the institution's primary regulatory agency and
other information relevant to the institution's financial condition and the
risk of loss to the insurance fund posed by the institution. Subgroup A is for
financially sound institutions with only a few minor weaknesses. Subgroup B is
for institutions that demonstrate weakness that, if not corrected, could result
in significant deterioration. Subgroup C is for institutions that pose a
substantial probability of loss to the insurance fund unless effective
corrective action is taken. These supervisory subgroups will modify premium
rates within each of the three capital categories.

The FDIC notifies institutions of their assessment risk classification
for each semi-annual period by the first day of the month preceding each
semi-annual period (June 1 for the period beginning July 1 and December 1 for

25
<PAGE> 37
the period beginning January 1). An institution may submit a written request
for review of its assessment risk classification.

Nine of First of America's depository institutions are covered by BIF
and are subject to assessments at the BIF rates. First of America's one
subsidiary savings association is covered by SAIF and is subject to assessments
at the SAIF rates. Eleven of First of America's subsidiary banks have a portion
of their deposits insured by BIF and subject to assessment at the BIF rates
with the remaining portion of their deposits insured by SAIF and subject to
assessment at the SAIF rates.

DIVIDEND REGULATION. A bank holding company which controls an
institution that is classified as undercapitalized or worse for prompt
corrective action purposes (see "Regulation of First of America and New England
Trust - Prompt Corrective Action") may be prohibited from making any dividend
payment without prior approval of the FRB. In addition, the ability of a bank
or savings and loan holding company to obtain funds for the payment of
dividends to its shareholders and for other cash requirements is largely
dependent on the amount of dividends which may be declared by its subsidiary
banks and savings associations. Federal and state statutes and regulations
restrict the payment of dividends by banks, savings associations and trust
companies. Certain of these statutes and regulations applicable to First of
America's affiliate financial institutions are discussed below.

Under FDICIA, no insured depository institution may declare any
dividend if, following the payment of such dividend, the institution would be
undercapitalized (see "Regulation of First of America and New England Trust -
Prompt Corrective Action").

A national bank may not pay a dividend on its common stock if the
dividend would exceed the net undivided profits then on hand after deducting
losses and bad debts. Additionally, the prior approval of the OCC is required
for any dividend to a bank holding company by any affiliated national bank if
the total of all dividends, including any proposed dividend, declared by such
bank in any calendar year exceeds the total of its net profits for that year to
date combined with its retained net profits for the preceding two years, less
any required transfers to surplus.

Under the Federal Reserve Act, a state bank which is a member of the
Federal Reserve System cannot pay a dividend in an amount greater than its net
profits then on hand after deducting losses and bad debts. Further, the
approval of the FRB will be required if dividends declared by any subsidiary
state bank which is a member of the Federal Reserve System in any year exceeds
the total of net profits for that year to date combined with the retained net
profits for the preceding two years, less any required transfers to surplus.

Under the Michigan Banking Code, no dividend may be declared by a
Michigan State bank in an amount greater than net profits then on hand after
deducting losses and bad debts. In addition, if the surplus of the bank is
less than the amount of its capital stock, before a dividend may be declared,
the bank must transfer to surplus not less than ten percent of the net profits
of such bank for the preceding half-year in the case of quarterly or
semi-annual dividends or not less than ten percent of its net profits for the
preceding two consecutive half-year periods in the case of annual dividends.

Under the Indiana Financial Institutions Act, an Indiana state bank
may not declare or pay any dividend unless its capital is unimpaired and a
surplus fund equal to 25 percent of such capital stock has been set apart and
retained unimpaired. Dividends may be declared and paid thereafter not more
frequently than quarterly and at a rate not greater than six percent per annum
on the book value of the stock, until the bank's unimpaired surplus fund is
equal to the amount of the capital stock, and such capital shall have remained
unimpaired. This limitation does not apply if the bank's common capital is
unimpaired, its unimpaired surplus is equal to 25 percent of its common
capital, and its sound capital is in excess of 20 percent of the average daily
deposit liability computed on an annual basis. Sound capital includes paid-in
and unimpaired capital, unimpaired surplus and unimpaired proceeds of notes and
debentures. First surplus and then capital is impaired to the extent a bank
has negative retained earnings.

Under OTS regulations, a savings association that exceeds all fully
phased-in capital requirements before and after a proposed dividend and has not
been advised by the OTS that is in need of more than normal supervision, could
after thirty days prior notice, make capital distributions during a calendar
year equal to the greater of: (1) 100

26
<PAGE> 38
percent of its net income to date during the calendar year plus the amount that
would reduce by one-half its "surplus capital ratio" (the excess capital over
its fully phased-in capital requirements) at the beginning of the calendar
year; or (2) 75 percent of its net income for the previous four quarters. Any
additional capital distributions would require prior regulatory approval. In
addition, the OTS could prohibit a proposed capital distribution by any
institution, which would otherwise be permitted by the regulations, if the OTS
determines that such distribution would constitute an unsafe or unsound
practice.

Under federal and state banking laws and regulations, the term "net
profits" means the remainder of all earnings from current operations plus
actual recoveries on loans and investments and other assets, after deducting
from the total thereof all current operating expenses, actual losses, accrued
dividends on preferred stock, if any, and all federal and state taxes.

Dividends paid to First of America by its banking subsidiaries
amounted to $200.7 million in 1993 and $93.0 million during the first nine
months of 1994. Unless prior regulatory approval is obtained, banking
regulations limit the dividends First of America's banking subsidiaries can
declare during 1994 to the amount of 1994 net profits, as defined in the
Federal Reserve Act, plus retained net profits for 1993 and 1992, which
amounted to $157.3 million.

MONETARY POLICY AND ECONOMIC CONDITIONS. The business of commercial
banks and savings associations is affected by the monetary and fiscal policies
of various regulatory agencies, including the FRB. Among the regulatory
techniques available to the FRB are open market operations in United States
government securities, changing the discount rate for member bank borrowings,
and imposing and changing the reserve requirements applicable to bank and
savings association deposits and to certain borrowings by banks, savings
associations and their affiliates (including parent companies). These policies
influence to a significant extent the overall growth and distribution of bank
loans, investments, and deposits, and the interest rates charged on loans, as
well as the interest rates paid on savings and time deposits.

The monetary policies of the FRB have had a significant effect on the
operating results of commercial banks and savings associations in the past and
are expected to continue to do so in the future. In view of constantly changing
conditions in the national economy and the money market, as well as the effect
of acts by monetary and fiscal authorities, including the FRB, no definitive
predictions can be made by First of America as to future changes in interest
rates, credit availability, or deposit levels or the effect of any such changes
on First of America's operations and financial condition.

OTHER MATTERS

FEES AND EXPENSES. New England Trust and First of America will each
pay its own fees and expenses incident to the negotiation and performance of
the Share Exchange Agreement including the fees and expenses of counsel,
accountants, and other experts, whether or not the Share Exchange is
consummated.

SOURCES OF INFORMATION. All information about New England Trust
included in this Prospectus/Proxy Statement has been prepared from information
furnished by New England Trust for inclusion herein, and all information about
First of America has been furnished by First of America.

LEGAL MATTERS

Legal matters in connection with the Share Exchange, including
issuance of First of America Common Stock, will be passed upon for First of
America by Howard & Howard Attorneys, P.C., Kalamazoo, Michigan. J. Michael
Kemp, managing partner of Howard & Howard, is a director of First of America.
As of October 31, 1994, Mr. Kemp owned 30,720 shares of First of America
Common Stock jointly with his spouse, 1,950 shares individually, and
276 shares in a retirement trust. Other attorneys with Howard & Howard and
members of their families own shares of First of America Common Stock.
Additionally, certain of Howard

27
<PAGE> 39
& Howard's attorneys and members of their families are indebted to and have
other banking and trust relationships with certain of First of America's
affiliate banks.

Legal matters in connection with the Share Exchange will be passed
upon for New England Trust by Goldenberg & Muri, Providence, Rhode Island.

EXPERTS

The financial statements of New England Trust as of December 31, 1993
and 1992, and for each of the three years in the period ended December 31, 1993
included in this Prospectus/Proxy Statement have been audited by Piccerelli,
Gilstein & Company, independent auditors, as stated in their report appearing
herein, and are included in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing. With respect to the
unaudited interim financial information for the nine months ended September 30,
1994 and 1993, included herein and in the Registration Statement, Piccerelli,
Gilstein & Company have reported that they have applied limited procedures in
accordance with professional standards for a compilation of such information.
Piccerelli, Gilstein & Company are not subject to liability provisions of
Section 11 of the Securities Act for their report on the unaudited interim
financial information because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by Piccerelli, Gilstein & Company
within the meaning of Sections 7 and 11 of the Securities Act.

The consolidated financial statements of First of America as of
December 31, 1993 and 1992, and for each of the years in the three-year period
ended December 31, 1993, incorporated by reference herein and elsewhere in the
Registration Statement have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

28
<PAGE> 40

INDEX TO FINANCIAL STATEMENTS OF
NEW ENGLAND TRUST COMPANY

<TABLE>
<CAPTION>
Page
-------------
<S> <C>
Financial Statements for the Nine Months Ended September 30, 1994 and 1993
- --------------------------------------------------------------------------

Accountant's Compilation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Balance Sheets at September 30, 1994 and 1993 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . F-3

Statements of Income and Retained Earnings for the
Nine Months Ended September 30, 1994 and 1993 (unaudited) . . . . . . . . . . . . . . . . . . . F-5

Statements of Cash Flows for the Nine Months Ended September 30, 1994 and 1993 (unaudited) . . . . . . . F-6

Notes to Financial Statements for the Nine Months Ended September 30, 1994 and 1993 . . . . . . . . . . . F-7

Financial Statements for the Years Ended December 31, 1993 and 1992
- -------------------------------------------------------------------

Independent Auditor's Report dated February 8, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11

Balance Sheets at December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12

Statements of Income and Retained Earnings for the Years Ended December 31, 1993 and 1992 . . . . . . . . F-14

Statements of Cash Flows for the Years Ended December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . F-15

Notes to Financial Statements for the Years Ended December 31, 1993 and 1992 . . . . . . . . . . . . . . F-16

Financial Statements for the Years Ended December 31, 1992 and 1991
- -------------------------------------------------------------------

Independent Auditor's Report dated February 3, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-21

Balance Sheets at December 31, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-22

Statements of Income and Retained Earnings for the Years Ended December 31, 1992 and 1991 . . . . . . . . F-23

Statements of Cash Flows for the Years Ended December 31, 1992 and 1991 . . . . . . . . . . . . . . . . . F-24

Notes to Financial Statements for the Years Ended December 31, 1992 and 1991 . . . . . . . . . . . . . . F-25
</TABLE>

F-1
<PAGE> 41
[Letterhead of Piccerelli, Gilstein & Company]
Certified Public Accountants

144 Westminster Street
Providence, RI 02903-2282
TEL. 401-831-0200
FAX 401-331-8562

ACCOUNTANTS' COMPILATION REPORT

New England Trust Company:

We have compiled the accompanying balance sheets of New England Trust Company
as of September 30, 1994 and 1993, the related statements of income and
retained earnings and cash flows for the nine months then ended in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements and
supplemental schedules information that is the representation of management. We
have not audited or reviewed the accompanying financial statements and
supplemental schedules and, accordingly, do not express an opinion or any other
form of assurance on them. However, we did become aware of a departure from
generally accepted accounting principles that is described in the following
paragraph.

Investments have not been accounted for in accordance with Statements of
Financial Accounting Standards Board Number 115 at September 30, 1994. The
effects of this departure from generally accepted accounting principles has not
been determined.

/s/ PICCERELLI, GILSTEIN & COMPANY

Providence, Rhode Island
October 28, 1994

William J. Piccerelli Alan M. Gilstein Richard J. Sullivan
John M. Mathias Patricia A. Thompson Michael M. Tikoian

F-2
<PAGE> 42
NEW ENGLAND TRUST COMPANY

BALANCE SHEETS
SEPTEMBER 30, 1994 AND 1993

<TABLE>
<CAPTION>
ASSETS 1994 1993
------ ---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 61,077 $ 188,762
Accrued fees 373,281 141,685
Prepaid expenses 76,843 63,565
Deposit 1,000
------------ --------------
Total current assets 512,201 394,012
----------- -----------

PROPERTY AND EQUIPMENT (Notes 1 and 2) 571,352 613,463
Less accumulated depreciation (396,419) (516,101)
----------- -----------
Property and equipment, net 174,933 97,362
----------- -------------

OTHER ASSETS:
Investments, at cost (market value of $969,469 in 1994
and $1,452,255 in 1993) (Notes 1 and 8) 928,583 1,325,822
----------- -----------

TOTAL ASSETS $1,615,717 $1,817,196
========== ==========

(Continued)
</TABLE>

See notes to financial statements and Accountants' Compilation Report.

F-3
<PAGE> 43
NEW ENGLAND TRUST COMPANY

BALANCE SHEETS (Continued)
SEPTEMBER 30, 1994 AND 1993

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1993
------------------------------------ ---- ----
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 26,124 $ 32,096
Accrued expenses 133,527 473,882
Income taxes payable (Note 4) 26,088 27,966
----------- ------------
Total current liabilities 185,739 533,944
---------- -----------

STOCKHOLDERS' EQUITY:
Common stock, $75 par value; 1,000 shares authorized and
684 shares issued and outstanding 51,315 51,315
Paid-in capital 71,146 71,146
Retained earnings 1,307,517 1,160,791
---------- -----------
Total stockholders' equity 1,429,978 1,283,252
---------- -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,615,717 $1,817,196
========== ==========

(Concluded)
</TABLE>

See notes to financial statements and Accountants' Compilation Report.

F-4
<PAGE> 44
NEW ENGLAND TRUST COMPANY

STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
REVENUE:
Investment fees (Note 1) $2,455,473 $2,251,713
Less custodian and service bureau fees 59,064 80,844
------------ ------------
Revenue, net 2,396,409 2,170,869

OPERATING EXPENSES 2,382,000 2,278,785
------------ ------------
INCOME (LOSS) FROM OPERATIONS 14,409 (107,916)
------------ ------------
OTHER INCOME (EXPENSES):
Loss on disposal of assets (4,152)
Interest income 32,941 37,640
Dividend income 6,822 7,832
Miscellaneous income 95 2,547
Gain (loss) on sale of investments (Note 8) 11,048 (2,867)
Interest expense (409)
------------ ------------
Other income, net 46,754 44,743
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES 61,163 (63,173)

PROVISION FOR INCOME TAXES (Note 4) 18,400
------------ ------------
NET INCOME (LOSS) 42,763 (63,173)

Retained earnings, beginning of the year 1,264,754 1,223,964
------------ ------------
RETAINED EARNINGS, END OF THE PERIOD $1,307,517 $1,160,791
============ ============

</TABLE>

See notes to financial statements and Accountants' Compilation Report.

F-5
<PAGE> 45
NEW ENGLAND TRUST COMPANY

STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 42,763 $ (63,173)
---------- -----------
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operations:
Depreciation 12,165 14,421
Loss (gain) on sale of marketable securities (11,048) 2,867
Loss on disposal of assets 4,152
Increase (decrease) in cash from changes in assets and
liabilities:
Accrued fees (41,254) 158,054
Prepaid expenses (37,805) (21,957)
Accounts payable (77,423) (2,174)
Accrued expenses 38,676 291,606
Income taxes payable (8,477) (8,334)
---------- -----------
Total adjustments (121,014) 434,483
---------- -----------

Net cash provided by (used for) operating activities (78,251) 371,310
---------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 8,322
Payments for purchases of property and equipment (35,627) (3,336)
Net change in investments (32,166) (291,958)
---------- -----------

Net cash used for investing activities (59,471) (295,294)
---------- -----------

Increase (decrease) in cash and cash equivalents during the period (137,722) 76,016
Cash and cash equivalents, beginning of the year 198,799 112,746
---------- -----------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 61,077 $ 188,762
========== ===========
</TABLE>

See notes to financial statements and Accountants' Compilation Report.

F-6
<PAGE> 46
NEW ENGLAND TRUST COMPANY

NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS END SEPTEMBER 30, 1994 AND 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General- New England Trust Company, (the Company) was established in
1975 to provide investment management and advisory services to
individuals, retirement funds, etc., primarily in the New England
area. The Company is registered with the Rhode Island Banking
Division. Investment fee revenues are based on market values of client
portfolios as appraised. These market values are subject to the
fluctuations in the stock market and other economic factors.

Cash and cash equivalents - The Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to
be cash equivalents.

The Company maintains cash balances in business operating accounts at
one commercial bank and in investment accounts in the trust department
of another commercial bank. Accounts at each bank are insured by the
Federal Deposit Insurance Corporation up to $100,000. At September
30, 1994, the total cash balance in the commercial bank accounts
exceeded the insured limit by $17,267.

Investments- Investments are recorded at the lower of cost or market.

Property and equipment - Property and equipment are recorded at cost.
Depreciation is computed using straight-line and accelerated methods
over the estimated useful lives of the assets.

2. PROPERTY AND EQUIPMENT

At September 30, 1994 and 1993, property and equipment consist of:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Transportation equipment $163,723 $120,186
Furniture and fixtures 105,134 123,755
Computer equipment 100,278 173,834
Leasehold improvements 155,853 145,519
Office equipment 46,364 50,169
--------- ---------
Total $571,352 $613,463
========= =========
</TABLE>

F-7
<PAGE> 47
3. LEASE

Operating lease - The Company leases an office under an operating
lease expiring in December 1995. The terms of the lease agreement
require base annual rent not to exceed $100,000, payable in monthly
installments, plus an allocated share of real estate taxes in excess
of $10,856. The agreement contains a ten year renewal option at the
market rental value.

The facility is rented from a related party (Note 6).

Total rental expense for the above lease was $69,792 and $74,564 for
the nine months ended September 30, 1994 and 1993, respectively.

Aggregate minimum lease payments - The minimum lease payments required
under the noncancelable operating lease is as follows:

<TABLE>
<CAPTION>
Interim Period Amount
-------------- ------
<S> <C>
9/30/95 $ 82,656
9/30/96 20,664
--------
Total $103,320
========
</TABLE>

4. INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
1994
----
<S> <C>
Federal $13,000
State 5,400
-------
Total $18,400
=======
</TABLE>

Cash payments for income taxes were $30,395 in 1994 and $8,335 in 1993.

The provision for income taxes in 1994 and 1993 differs from the
statutory rate because some investment income is not taxable and some
expenses, principally officers' life insurance, meals and
entertainment, are not deductible or are limited for tax purposes.

The Company does not anticipate that a net operating loss will occur
at December 31, 1993. As a result no deferred tax asset has been
recorded to reflect the future benefit of any net operating loss
carryforward at the interim period of September 30, 1993.

F-8
<PAGE> 48
5. RETIREMENT PLANS

401(k) - The Company maintains a qualified profit sharing plan for all
eligible employees. The eligibility requirement is that the employee
has completed at least six months of service. The Company's
contribution to the Plan is determined as follows:

1) a matching contribution of 25% of each employee's elective
contribution up to a maximum of 4% of each employee's total
annual compensation, plus

2) a discretionary contribution determined on an annual basis by
the board of directors of the Company.

The Company expensed $-0- and in 1994 and $4,442 in 1993,
respectively, for this plan.

The balance of each employee's elective contributions is fully vested
at all times and not subject to forfeiture for any reason. Vesting in
the employer matching and discretionary contributions occurs according
to the following schedule:

<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
2 20%
3 40%
4 60%
5 80%
6 100%
</TABLE>

Defined contribution - During 1993, the Company restated the target
benefit pension plan into a money purchase pension plan covering all
eligible employees. Eligibility requirements and the vesting schedule
for employer contributions are the same as those for the 401(k) plan.
Contributions are mandatory, and they are based on integrated
contribution formulas as follows:

1) 3% of eligible compensation, plus

2) 51% of eligible compensation in excess of $100,000.

Contributions to the Plan totalled $74,700 in 1994 and $69,400 in 1993.

F-9
<PAGE> 49
6. RELATED PARTY TRANSACTIONS

The Company leases office facilities under an operating lease (Note 3)
from a partnership in which the Company's two major stockholders,
among others, are partners.

The Company entered into a consulting service agreement with a
corporation affiliated through common ownership. Consulting fees of
$523,909 were paid to the affiliate during 1994.

7. LETTER OF CREDIT AND INTEREST PAYMENTS

Under a consulting agreement with former stockholders, the Company was
required to maintain an irrevocable, standby letter of credit of
$400,000 at an annual charge of 1% until March 30, 1993. The standby
letter of credit did expire on March 30, 1993 and the former
stockholders agreed not to require a renewal.

Cash payments for interest totalled $409 in 1993.

8. UNREALIZED GAINS AND LOSSES

At September 30, 1994 and 1993, gross unrealized gains on marketable
equity securities are as follows:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Noncurrent securities $40,886 $126,433
======= ========
</TABLE>

Sales of current and noncurrent marketable equity securities resulted
in a net realized gain of $11,048 in 1994, and a net realized loss of
$2,867 in 1993. The cost of the securities sold was determined on the
basis of specific identification.

F-10
<PAGE> 50
[Letterhead of Piccerelli, Gilstein & Company]
Certified Public Accountants

144 Westminster Street
Providence, RI 02903-2282
TEL. 401-831-0200
FAX 401-331-8562

INDEPENDENT AUDITORS' REPORT

New England Trust Company:

We have audited the accompanying balance sheets of New England Trust Company as
of December 31, 1993 and 1992, and the related statements of income and
retained earnings and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our 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 New England Trust Company at
December 31, 1993 and 1992, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

/s/ PICCERELLI, GILSTEIN & COMPANY
Providence, Rhode Island
February 8, 1994

William J. Piccerelli Alan M. Gilstein Richard J. Sullivan
John M. Mathias Patricia A. Thompson Michael M. Tikoian

F-11
<PAGE> 51
NEW ENGLAND TRUST COMPANY

BALANCE SHEETS
DECEMBER 31, 1993 AND 1992

<TABLE>
<CAPTION>
ASSETS 1993 1992
---- ----
(As restated)
(Note 10)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 198,799 $ 112,746
Marketable securities, at cost (market value of $15,177 in 1993
and $73,410 in 1992) (Notes 1 and 9) 15,000 70,915
Accrued fees (Note 1) 332,027 299,739
Prepaid expenses 39,038 41,608
Deposit 1,000
---------- ----------
Total current assets 585,864 525,008
---------- ----------

PROPERTY AND EQUIPMENT (Notes 1 and 2) 558,497 610,127
Less accumulated depreciation 394,552 501,680
---------- ----------
Property and equipment, net 163,945 108,447
---------- ----------

OTHER ASSETS:
Marketable securities, at cost (market value of $952,475 in 1993
and $1,046,332 in 1992) (Notes 1 and 9) 870,369 965,816
---------- ----------
TOTAL ASSETS $1,620,178 $1,599,271
========== ==========
</TABLE>

(Continued)

See notes to financial statements.

F-12
<PAGE> 52
NEW ENGLAND TRUST COMPANY

BALANCE SHEETS (Continued)
DECEMBER 31, 1993 AND 1992

<TABLE>
<CAPTION>
1993 1992
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY (As restated)
(Note 10)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 103,547 $ 34,270
Accrued expenses 94,851 182,276
Income taxes payable 34,565 36,300
------------ -------------
Total current liabilities 232,963 252,846
----------- -----------

STOCKHOLDERS' EQUITY:
Common stock, $75 par value; 1,000 shares authorized and
684 shares issued (Note 8) 51,315 51,315
Paid-in capital (Note 8) 71,146 71,146
Retained earnings 1,264,754 1,223,964
---------- -----------
Total stockholders' equity 1,387,215 1,346,425
---------- -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,620,178 $1,599,271
========== ===========

(Concluded)
</TABLE>

See notes to financial statements.

F-13
<PAGE> 53
NEW ENGLAND TRUST COMPANY

STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992

<TABLE>
<CAPTION>
1993 1992
---- ----
(As restated)
(Note 10)
<S> <C> <C>
REVENUE:
Investment fees (Note 1) $3,150,397 $2,867,079
Less custodian and service bureau fees 89,695 64,548
----------- ----------
Revenue, net 3,060,702 2,802,531

OPERATING EXPENSES 3,110,586 2,810,214
----------- ----------

LOSS FROM OPERATIONS (49,884) (7,683)
----------- ----------

OTHER INCOME (EXPENSES):
Loss on disposal of assets (3,052)
Interest income 61,889 79,681
Dividend income 10,497 7,851
Miscellaneous income 3,712 49,393
Gain on sale of marketable securities (Note 9) 24,636 4,532
Interest expense (408) (4,552)
----------- -------------
Other income, net 97,274 136,905
----------- -----------

INCOME BEFORE PROVISION FOR INCOME TAXES 47,390 129,222

PROVISION FOR INCOME TAXES (Note 4) 6,600 26,966
----------- -----------

NET INCOME 40,790 102,256
----------

Retained earnings, beginning of the year, as previously reported 897,045

Prior period adjustment (Note 10) 224,663
----------

Retained earnings, beginning of the year, as restated 1,223,964 1,121,708
---------- ----------

RETAINED EARNINGS, END OF THE YEAR $1,264,754 $1,223,964
========== ==========
</TABLE>

See notes to financial statements.

F-14
<PAGE> 54
NEW ENGLAND TRUST COMPANY

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992

<TABLE>
<CAPTION>
1993 1992
---- ----
(As restated)
(Note 10)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 40,790 $ 102,256
----------- -----------
Adjustments to reconcile net income to net cash
provided by (used for) operations:
Depreciation 39,318 24,170
Gain on sale of marketable securities (24,636) (4,532)
Loss on disposal of assets 3,052
Increase (decrease) in cash from changes in
assets and liabilities:
Accrued fees (32,288) (56,276)
Prepaid expenses 2,570 (7,521)
Deposit (1,000)
Accounts payable 69,277 (32,160)
Accrued expenses (87,425) (212,192)
Income taxes payable (1,735) 31,021
----------- -----------
Total adjustments (32,867) (257,490)
----------- -----------

Net cash provided by (used for) operating activities 7,923 (155,234)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in receivable - officer 33,255
Payments for purchases of property and equipment (97,868) (24,245)
Proceeds from sale of marketable securities 758,461 5,831,084
Purchases of marketable securities (582,463) (5,762,172)
----------- -----------

Net cash provided by investing activities 78,130 77,922
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in note payable - officer (150,400)
Proceeds from sale of common stock 10,729
-----------

Net cash used for financing activities (139,671)
-----------

Increase (decrease) in cash and cash equivalents during the year 86,053 (216,983)
Cash and cash equivalents, beginning of the year 112,746 329,729
----------- -----------

CASH AND CASH EQUIVALENTS, END OF THE YEAR $ 198,799 $ 112,746
=========== ===========
</TABLE>

See notes to financial statements.

F-15
<PAGE> 55
NEW ENGLAND TRUST COMPANY

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents - The Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to
be cash equivalents.

The Company maintains cash balances in business operating accounts at
one commercial bank and in investment accounts in the trust department
of another commercial bank. Accounts at each bank are insured by the
Federal Deposit Insurance Corporation up to $100,000. At December 31,
1993, the total cash balance in the investment accounts exceeded the
insured limit by $46,837.

Marketable securities - Marketable securities are recorded at the
lower of cost or market.

Property and equipment - Property and equipment are recorded at cost.
Depreciation is computed using straight-line and accelerated methods
over the estimated useful lives of the assets.

2. PROPERTY AND EQUIPMENT

At December 31, 1993 and 1992, property and equipment consist of:

<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Transportation equipment $154,548 $120,186
Furniture and fixtures 103,856 122,217
Computer equipment 100,278 173,307
Leasehold improvements 154,366 144,619
Office equipment 45,449 49,798
-------- --------
Total $558,497 $610,127
======== ========

</TABLE>

F-16
<PAGE> 56
3. LEASES

Operating lease - The Company leases an office under an operating lease
expiring in December 1995. The terms of the lease agreement require
base annual rent not to exceed $100,000, payable in monthly
installments, plus an allocated share of real estate taxes in excess of
$10,856. The agreement contains a ten year renewal option at the market
rental value.

The facility is rented from a related party (Note 6).

Total rental expense for the above lease was $87,256 and $83,424 for
the years ended December 31, 1993 and 1992, respectively.

Aggregate minimum lease payments - The minimum lease payments required
under the noncancelable operating lease is as follows:

<TABLE>
<CAPTION>
Fiscal Year Amount
------------ ----------
<S> <C>
1994 $ 82,656
1995 82,656
--------
Total $165,312
========
</TABLE>

4. INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Federal $4,800 $19,800
State 1,800 7,166
------ -------
Total $6,600 $26,966
====== =======
</TABLE>

Cash payments for income taxes were $8,335 in 1993 and $566 in 1992.

The provision for income taxes in 1993 and 1992 differs from the
statutory rate because some investment income is not taxable and some
expenses, principally officers' life insurance, meals and
entertainment, are not deductible or are limited for tax purposes.

F-17
<PAGE> 57
5. RETIREMENT PLANS

401(K) - The Company maintains a qualified profit sharing plan for all
eligible employees. The eligibility requirement is that the employee
has completed at least six months of service. The Company's
contribution to the Plan is determined as follows:

1) a matching contribution of 25% of each employee's elective
contribution up to a maximum of 4% of each employee's total
annual compensation, plus

2) a discretionary contribution determined on an annual basis by
the board of directors of the Company.

The Company expensed $9,221 and $4,420 in 1993 and 1992, respectively,
for this plan.

<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
2 20%
3 40%
4 60%
5 80%
6 100%
</TABLE>

Defined contribution - During 1993, the Company restated the target
benefit pension plan into a money purchase pension plan covering all
eligible employees. Eligibility requirements and the vesting schedule
for employer contributions are the same as those for the 401(K) plan.
Contributions are mandatory, and they are based on integrated
contribution formulas as follows:

1) 3% of eligible compensation, plus

2) 51% of eligible compensation in excess of $100,000.

Contributions to the Plan totaled $100,348 in 1993.

(Continued)

F-18
<PAGE> 58
5. RETIREMENT PLANS (CONTINUED)

Target benefit - During 1992, the Company maintained a noncontributory
retirement plan covering all eligible employees. Eligibility
requirements and the vesting schedule for employer contributions are
the same as those for the 401(K) plan.

Contributions to the Plan were determined as follows:

1) .5% of compensation per year of service, plus

2) .5% of compensation per year of service in excess of Social
Security Table I.

Contributions to the Plan were $92,555 in 1992.

The target benefit pension plan was converted to a money purchase
pension plan on January 1, 1993.

6. RELATED PARTY TRANSACTIONS

The Company leases office facilities under an operating lease (Note 3)
from a partnership in which the Company's two major stockholders,
among others, are partners.

The Company entered into a consulting service agreement with a
corporation affiliated through common ownership. Consulting fees of
$87,001 were paid to the affiliate during 1993.

7. LETTER OF CREDIT AND INTEREST PAYMENTS

Cash payments for interest were $408 in 1993 and $3,052 in 1992.

F-19
<PAGE> 59
8. STOCK OPTIONS

On May 31, 1990, the Company adopted a stock option agreement for one
officer of the Company. Under the terms of this agreement, options to
purchase up to 5% of the shares of the Company's common stock were
granted at a price equal to the greater of the par value of the common
stock or the book value per share of the common stock.

During 1992, the officer exercised the right to purchase 1% of the
Company's common stock (approximately 7 shares) at a price of
$1,490.07 per share in 1992. At December 31, 1992, there are no
options remaining open under this agreement.

9. UNREALIZED GAINS AND LOSSES

At December 31, 1993, gross unrealized gain (loss) on marketable
equity securities are as follows:

<TABLE>
<CAPTION>
Gains Losses
----- ------
<S> <C> <C>
Current securities $ -0- $ -0-
======= ========

Noncurrent securities $41,355 $ 2,783
======= ========
</TABLE>

Sales of current and noncurrent marketable equity securities resulted
in a net realized gain of $7,841 in 1993, and a net realized loss of
$10,548 in 1992. The cost of the securities sold was determined on the
basis of specific identification.

10. PRIOR-PERIOD ADJUSTMENT AND RESTATEMENT

Prior-period adjustment - Retained earnings at January 1, 1992 have
been restated. In prior years investment fee revenues earned but not
collected had been recorded in the year collected, not earned. The
cumulative effect of the adjustment was to increase retained earnings
at January 1, 1992 by $224,663, net of income taxes of $16,000.

Restatement - The accompanying financial statements for 1992 have been
restated. Investment fee revenues earned in 1992 but collected in 1993
were not previously recorded for 1992. The effect of the restatement
was to increase net income for 1992 by $37,576, net of income taxes of
$17,200.

11. RECLASSIFICATIONS

Certain reclassifications have been made to the Company's 1992
financial statements to conform to the 1993 presentation.

F-20
<PAGE> 60
[Letterhead of Piccerelli, Gilstein & Company]
Certified Public Accountants

144 Westminster Street
Providence, RI 02903-2282
TEL. 401-831-0200
FAX 401-331-8562

INDEPENDENT AUDITORS' REPORT

New England Trust Company:

We have audited the accompanying balance sheets of New England Trust Company as
of December 31, 1992 and 1991 and the related statements of income and retained
earnings and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 New England Trust Company at
December 31, 1992 and 1991, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

/s/ PICCERELLI, GILSTEIN & COMPANY

February 3, 1993

William J. Piccerelli Alan M. Gilstein Richard J. Sullivan
John M. Mathias Patricia A. Thompson Michael M. Tikoian

F-21
<PAGE> 61
NEW ENGLAND TRUST COMPANY

BALANCE SHEETS
DECEMBER 31, 1992 AND 1991

<TABLE>
<CAPTION>
ASSETS 1992 1991
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note 1) . . . . . . . . . . . . . . . . . . . . $ 112,746 $ 329,729
Marketable securities, at cost (market value:
1992 - $73,410 and 1991 - $332,743) (Notes 1, 6
and 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,915 320,379
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,759 33,022
Prepaid corporate income taxes . . . . . . . . . . . . . . . . . . . . . . 10,721
Receivable - officer . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,255
Receivable - other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,210
----------- -------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,630 727,106
---------- ----------

PROPERTY AND EQUIPMENT (Notes 1 and 2) . . . . . . . . . . . . . . . . . . 610,127 597,758
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . 501,680 489,386
---------- ----------
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . 108,447 108,372
---------- -----------

OTHER ASSETS:
Cash surrender value of life insurance . . . . . . . . . . . . . . . . . . 2,849 1,065
Marketable securities, at cost (market value:
1992 - $1,046,332 and 1991 - $864,452) (Notes 1,
6 and 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 965,816 780,732
---------- ----------
Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968,665 781,797
---------- ----------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,302,742 $1,617,275
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,270 $ 66,430
9% demand note payable - officer . . . . . . . . . . . . . . . . . . . . . 150,400
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181,186 391,668
Corporate income taxes payable . . . . . . . . . . . . . . . . . . . . . . 3,100
----------- -------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 218,556 608,498
---------- ----------

STOCKHOLDERS' EQUITY:
Common stock - $75 par value, 1,000 shares author-
ized; issued and outstanding 684 shares in
1992 and 677 shares in 1991 (Note 7) . . . . . . . . . . . . . . . . . 51,315 50,775
Paid-in capital (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . 71,146 60,957
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 961,725 897,045
---------- ----------
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,084,186 1,008,777
---------- ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . $1,302,742 $1,617,275
========== ==========
</TABLE>

See notes to financial statements.

F-22
<PAGE> 62
NEW ENGLAND TRUST COMPANY

STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991

<TABLE>
<CAPTION>
1992 1991
---- ----
<S> <C> <C>
REVENUE:
Investment fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,810,803 $2,546,243
Less custodian and service bureau fees . . . . . . . . . . . . . . . . 64,548 75,438
----------- -----------
Revenue, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,746,255 2,470,805

OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 2,810,214 2,547,995
----------- -----------

LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . (63,959) (77,190)
----------- -----------

OTHER INCOME (EXPENSE):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,681 95,288
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,851 6,365
Miscellaneous income . . . . . . . . . . . . . . . . . . . . . . . . . 49,393 16,583
Gain on sale of marketable securities . . . . . . . . . . . . . . . . . 4,532 7,708
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,052) (4,750)
------------ ------------
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,405 121,194
----------- -----------

INCOME BEFORE PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . 74,446 44,004

PROVISION FOR INCOME TAXES (Note 3) . . . . . . . . . . . . . . . . . . 9,766 5,700
------------ ------------

NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,680 38,304

RETAINED EARNINGS, BEGINNING OF THE YEAR . . . . . . . . . . . . . . . 897,045 858,741
----------- -----------

RETAINED EARNINGS, END OF THE YEAR . . . . . . . . . . . . . . . . . . $ 961,725 $ 897,045
========== ==========
</TABLE>

See notes to financial statements.

F-23
<PAGE> 63
NEW ENGLAND TRUST COMPANY

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991

<TABLE>
<CAPTION>
1992 1991
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 64,680 $ 38,304
------------- -------------
Adjustments to reconcile net income to net cash
provided by (used for) operations:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,170 23,218
Gain on sale of investments marketable securities . . . . . . . . (4,532) (7,708)
Increase (decrease) in cash from changes in
assets and liabilities:
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . (5,737) 1,712
Receivable - other . . . . . . . . . . . . . . . . . . . . . . (3,210) 1,800
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . (32,160) (42,039)
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . (210,482) 27,028
Corporate income taxes . . . . . . . . . . . . . . . . . . . . 13,821 (4,844)
------------- -------------
Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . (218,130) (833)
------------ --------------

NET CASH PROVIDED BY (USED FOR) OPERATING
ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . (153,450) 37,471
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in receivable - officer . . . . . . . . . . . . . . 33,255 (25,000)
Payments for purchases of property and equipment . . . . . . . . . . . (24,245) (20,602)
(Increase) decrease in cash surrender value of
life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . (1,784) 56
Proceeds from sale of marketable securities . . . . . . . . . . . . . . 5,831,084 5,552,143
Purchases of marketable securities . . . . . . . . . . . . . . . . . . (5,762,172) (5,557,854)
------------ ------------

NET CASH PROVIDED BY (USED FOR) INVESTING
ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,138 (51,257)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in note payable - officer . . . . . . . . . . . . . (150,400) 2,900
Proceeds from sale of common stock . . . . . . . . . . . . . . . . . . 10,729 9,891
------------- --------------

NET CASH USED FOR FINANCING ACTIVITIES . . . . . . . . . . . . . . . . (139,671) 12,791
------------ -------------

DECREASE IN CASH AND CASH EQUIVALENTS DURING THE
YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (216,983) (995)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR . . . . . . . . . . . 329,729 330,724
------------ ------------
CASH AND CASH EQUIVALENTS, END OF THE YEAR . . . . . . . . . . . . . . $ 112,746 $ 329,729
============ ============
</TABLE>

See notes to financial statements.

F-24
<PAGE> 64
NEW ENGLAND TRUST COMPANY

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1991

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash equivalents - New England Trust Company (Company) considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. Cash on deposit with one bank
exceeds the FDIC limit.

Marketable securities - Current and noncurrent marketable securities
are stated at the lower of aggregate cost or market.

Property and equipment - Property and equipment are recorded at cost.
Depreciation is computed on the straight-line and accelerated methods
over the estimated useful lives of the respective assets.

2. PROPERTY AND EQUIPMENT

At December 31, 1992 and 1991, property and equipment consist of:

<TABLE>
<CAPTION>
1992 1991
---- ----
<S> <C> <C>
Transportation equipment . . . . . . . . . . . . . . . . . . . $120,186 $112,879
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . 122,217 120,134
Computer equipment . . . . . . . . . . . . . . . . . . . . . . 173,307 170,328
Leasehold improvements . . . . . . . . . . . . . . . . . . . . 144,619 144,619
Office equipment . . . . . . . . . . . . . . . . . . . . . . . 49,798 49,798
--------- ---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $610,127 $597,758
======== ========
</TABLE>

3. INCOME TAXES

The provision for income taxes consists of:
<TABLE>
<CAPTION>
1992 1991
---- ----
<S> <C> <C>
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,000 $ 5,500
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,766 200
--------- ----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,766 $ 5,700
========= =========
</TABLE>

The provision for income taxes in 1992 and 1991 differs from the
statutory rate because certain expenses, principally officers' life
insurance, are not deductible for tax purposes. Also certain income,
principally municipal bond interest, is not taxable.

Cash payments for income taxes were $566 in 1992 and $21,265 in 1991.

F-25
<PAGE> 65
4. RETIREMENT PLANS

1) a matching contribution of 25% of each employee's elective
contribution up to a maximum of 4% of each employee's total
annual compensation, plus

2) a discretionary contribution determined on an annual basis by
the board of directors of the Company.

The Company declared contributions of $4,420 and $4,693 which were
charged to operations in 1992 and 1991, respectively.

<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
2 20%
3 40%
4 60%
5 80%
6 100%
</TABLE>

Target benefit - The Company also maintains a noncontributory
retirement plan covering all eligible employees. Eligibility
requirements and the vesting schedule for employer contributions are
the same as those for the 401(K) plan.

Contributions to the Plan are determined as follows:

1) .5% of compensation per year of service, plus

2) .5% of compensation per year of service in excess of Social
Security Table I.

Contributions to the Plan totalled $92,555 in 1992 and $82,493 in 1991.

5. LEASE COMMITMENT AND RELATED PARTY TRANSACTIONS

The Company leases office facilities under an operating lease from a
partnership in which the Company's stockholders, among others, are
partners. The lease terms are renegotiated and renewable annually
through 1995. The annual base rent during this period is subject to a
$100,000 maximum. The lease was renewed for 1993 with minimum rental
payments of $82,656.

Rent expense charged to operations for office facilities was $83,424
and $82,656 in 1992 and 1991, respectively.

F-26
<PAGE> 66
6. LETTER OF CREDIT AND INTEREST PAYMENTS

The Company entered into a consulting agreement with former
stockholders on July 8, 1988. The agreement requires the Company to
maintain an irrevocable standby letter of credit of $400,000 at an
annual charge of 1%. The letter of credit has been extended to March
30, 1993 and is collateralized by various securities of equivalent
amount.

Cash payments for interest were $3,052 in 1992 and $4,750 in 1991.

7. STOCK OPTIONS

On May 31, 1990, the Company adopted a stock option agreement for one
officer of the Company. Under the terms of this agreement, options to
purchase up to 5% of the shares of the Company's common stock are
granted at a price equal to the greater of the par value of the common
stock or the book value per share of the common stock.

During 1992 and 1991, the officer exercised the right to purchase 1%
of the Company's common stock (approximately 7 shares) at a price of
$1,490.07 per share in 1992 and $1,433.39 per share in 1991. At
December 31, 1992, there are no options remaining open under this
agreement.

8. UNREALIZED GAINS

At December 31, 1992 and 1991, gross unrealized gains on marketable
securities were as follows:
<TABLE>
<CAPTION>
1992 1991
---- ----
<S> <C> <C>
Current securities . . . . . . . . . . . . . . . . . . . . . . $ 2,495 $12,364
======= =======

Noncurrent securities . . . . . . . . . . . . . . . . . . . . $80,516 $83,720
======= =======
</TABLE>

9. RECLASSIFICATIONS

Certain reclassifications have been made to the Company's 1991
financial statements to conform to the 1992 presentation.

F-27
<PAGE> 67

EXHIBIT A

AGREEMENT AND PLAN OF SHARE EXCHANGE

AMONG

FIRST OF AMERICA BANK CORPORATION,

NEW ENGLAND TRUST COMPANY,

DEVON W. DEYHLE,

ERNEST R. FAMIGLIETTI,

AND

RUTH K. MULLEN

DATED AS OF SEPTEMBER 14, 1994
<PAGE> 68
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE ONE
THE SHARE EXCHANGE

1.01 Effect of Share Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.02 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF FIRST OF AMERICA

2.01 Organization; Qualification; Good Standing; Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
2.02 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
2.03 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
2.04 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
2.05 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
2.06 No Violation, Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.08 Taxes, Returns and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.09 Brokerage Commissions, Fees, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.10 Regulatory Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.11 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.12 Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.13 Advice of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.14 Shares to be Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.15 Orders, Injunctions, Decrees, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.16 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6

ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

3.01 Organization; Qualification; Good Standing; Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
3.02 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
3.03 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
3.04 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
3.05 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
3.06 No Violation, Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
3.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.08 Taxes, Returns and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.09 Corporate Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.10 Obligations to Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.11 Brokerage Commissions, Fees, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.12 Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.13 Articles of Incorporation, Bylaws, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
3.14 Orders, Injunctions, Decrees, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
3.15 Shareholders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
3.16 Regulatory Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
3.17 Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
3.18 Fiduciary Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.19 Compliance With Environmental and Safety Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.20 Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.21 Insider Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.22 No Sensitive Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
</TABLE>

A-ii
<PAGE> 69
<TABLE>
<S> <C>
3.23 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.24 Advice of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13

ARTICLE FOUR
COVENANTS OF FIRST OF AMERICA

4.01 Conduct Of Business; Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
4.02 SEC Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
4.03 Authorization, Reservation, and Stock Exchange Listing of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . A-13
4.04 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
4.05 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
4.06 Required Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
4.07 Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
4.08 Current Public Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
4.09 Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14

ARTICLE FIVE
COVENANTS OF THE COMPANY

5.01 Shareholders' Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
5.02 Conduct Of Business; Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
5.03 Affiliate Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
5.04 Information, Access Thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
5.05 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
5.06 Litigation Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
5.07 Company Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17

ARTICLE SIX
CONDITIONS TO OBLIGATIONS OF EACH OF THE PARTIES

6.01 Approval by Affirmative Vote of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
6.02 Approval by Federal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
6.03 Approval by Banking Department . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
6.04 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
6.05 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
6.06 Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
6.07 Other Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
6.08 Orders, Decrees and Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
6.09 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18

ARTICLE SEVEN
FURTHER CONDITIONS TO THE OBLIGATIONS OF THE COMPANY

7.01 Compliance by First of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
7.02 Accuracy of Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
7.03 Sufficiency of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
7.04 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
7.05 Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
7.06 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
7.07 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
7.08 Listing of First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
</TABLE>

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<TABLE>
<S> <C>
ARTICLE EIGHT
FURTHER CONDITIONS TO THE OBLIGATIONS OF FIRST OF AMERICA

8.01 Compliance by the Company and the Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
8.02 Accuracy of Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
8.03 Sufficiency of Documents, Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
8.04 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
8.05 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
8.06 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
8.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
8.08 Pooling of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22

ARTICLE NINE
ABANDONMENT; AMENDMENT AND WAIVER

9.01 Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
9.02 Effect of Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23

ARTICLE TEN
MODIFICATIONS, AMENDMENTS AND WAIVER

10.01 Modifications, Amendments and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23

ARTICLE ELEVEN
MISCELLANEOUS

11.01 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
11.02 Procurement of Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
11.03 Further Acts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
11.04 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
11.05 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
11.06 Discussions With Other Banks, Bank Holding Companies and Bank-Related Businesses . . . . . . . . . . . . . . . . . . . A-25
11.07 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
11.08 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
11.09 Binding Effect and Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
11.10 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
11.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
11.12 Public Announcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
11.13 Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
11.14 Severability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
11.15 Identification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
</TABLE>

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

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AGREEMENT AND PLAN OF SHARE EXCHANGE

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE ("Agreement") by and among FIRST OF
AMERICA BANK CORPORATION, a Michigan corporation ("FIRST OF AMERICA"), NEW
ENGLAND TRUST COMPANY, a trust company which is incorporated under the laws of
the State of Rhode Island (the "COMPANY"), DEVON W. DEYHLE ("DEYHLE"), ERNEST
R. FAMIGLIETTI, ("FAMIGLIETTI") and RUTH K. MULLEN ("MULLEN") (DEYHLE,
FAMIGLIETTI and MULLEN are hereinafter collectively referred to as the
"SHAREHOLDERS").

W I T N E S S E T H:

WHEREAS, the SHAREHOLDERS are the owners of all of the issued and outstanding
capital stock of the COMPANY (the "COMPANY Shares") and FIRST OF AMERICA and
the SHAREHOLDERS desire that the COMPANY Shares be exchanged (the "Share
Exchange") for shares of common stock of FIRST OF AMERICA ("FIRST OF AMERICA
Common Stock") as hereinafter provided in a transaction which meets the
requirements of a "B Reorganization" under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the benefits of the Share Exchange to be
derived by the SHAREHOLDERS and the benefits to be derived by the COMPANY in
becoming affiliated with a larger more diversified financial services
organization such as FIRST OF AMERICA and in consideration of the premises and
the mutual and dependent promises hereinafter contained, the parties do
represent, warrant, covenant and agree as follows:

ARTICLE ONE

THE SHARE EXCHANGE

1.01 Effect of Share Exchange. Upon the Share Exchange becoming effective:

(a) The name of the corporation whose shares will be acquired in the Share
Exchange is "New England Trust Company" and its separate existence shall
continue unaffected by the Share Exchange and it shall then be a wholly-owned
subsidiary of FIRST OF AMERICA.

(b) The name of the corporation which will acquire the shares in the Share
Exchange is "First of America Bank Corporation" and each share of its stock
which is issued and outstanding immediately prior to the Share Exchange shall
remain as identical shares after the Share Exchange.

(c) Each of the COMPANY Shares (including fractional shares) shall be
exchanged for and represent the right to receive such number of shares
(rounded to the nearest ten thousandth of a share) of FIRST OF AMERICA Common
Stock as shall be equal to (i) Eight Thousand Seven Hundred Sixty-Nine and
37/100 Dollars ($8,769.37) divided by (ii) the average of the closing trade
prices ("Average Price") of FIRST OF AMERICA Common Stock on the New York
Stock Exchange ("NYSE") during the last fifteen trading days on which
reportable sales of FIRST OF AMERICA Common Stock took place (the "Valuation
Period") immediately prior to, but not including, the third calendar day
prior to the Effective Date (the "Exchange Ratio"). The Exchange Ratio will
increase proportionately if the Average Price decreases and the Exchange
Ratio will decrease proportionately if the Average Price increases; provided,
however, the Exchange Ratio will not be decreased below 228.5178 or be
increased above 270.8686.

(d) In the event of any extraordinary cash dividend distribution to the
holders of FIRST OF AMERICA Common Stock or in the event of any increase or
reduction in the number of shares of FIRST OF AMERICA Common Stock issued and
outstanding caused by split-up, reverse split, reclassification, distribution
of stock dividends or change of par or stated value, the parties agree to
amend the Agreement to cause a proportionate adjustment to be made to the
Exchange Ratio.

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(e) The FIRST OF AMERICA Common Stock has a $10.00 par value. Holders of
FIRST OF AMERICA Common Stock are entitled to receive such dividends as are
declared by the Board of Directors of FIRST OF AMERICA. Each share of FIRST
OF AMERICA Common Stock is entitled to one vote. Holders of FIRST OF AMERICA
Common Stock have no cumulative voting rights in the election of directors.
In the event of liquidation, holders of FIRST OF AMERICA Common Stock are
entitled to receive on a pro rata basis any assets distributed to common
shareholders.

(f) No certificate evidencing fractional shares of FIRST OF AMERICA Common
Stock shall be issued and no right to vote or receive any dividends or other
rights as a shareholder shall attach to any fractions of a share of the FIRST
OF AMERICA Common Stock resulting from the conversion as herein provided. In
lieu thereof, the SHAREHOLDERS who otherwise are entitled to receive a
fraction of a share of FIRST OF AMERICA Common Stock, will be paid cash at a
rate equal to the Average Price, subject to the limits set forth in Section
1.01(c) above.

(g) After the Effective Date, as hereinafter defined, each of the
SHAREHOLDERS shall surrender their certificates for the COMPANY Shares to
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, the exchange agent for such
shares, or another exchange agent selected by FIRST OF AMERICA (the "Exchange
Agent"), and shall receive in exchange therefor the applicable number of
whole shares of FIRST OF AMERICA Common Stock, and the cash for fractional
shares (without interest thereon), if any, as provided in this Agreement.

The SHAREHOLDERS shall have no rights, after the Effective Date with respect
to the COMPANY Shares except to surrender their certificates in exchange for
the applicable number of whole shares of FIRST OF AMERICA Common Stock, and
the cash for fractional shares, if any. The Exchange Agent shall mark all
certificates delivered pursuant to this Section 1.01(g) as canceled and shall
promptly thereafter deliver the same to FIRST OF AMERICA for disposal.

FIRST OF AMERICA dividends or other distributions otherwise payable
subsequent to the Effective Date on any whole shares of FIRST OF AMERICA
Common Stock for which a COMPANY certificate or certificates have not been
surrendered for exchange pursuant to this Agreement shall be withheld until
such COMPANY outstanding certificate or certificates shall be surrendered for
exchange. Upon such surrender, there shall be paid to the record holder of
the new certificate or certificates of FIRST OF AMERICA Common Stock the
amount of all dividends, without interest thereon, withheld with respect to
such shares as above provided.

If a certificate for COMPANY Shares is lost, stolen or destroyed, the
registered owner thereof shall be entitled to receive the applicable number
of whole shares of FIRST OF AMERICA Common Stock, and the cash for fractional
shares, if any, to which he or she would be otherwise entitled on surrender
of such certificate, by notifying FIRST OF AMERICA in writing of such lost,
stolen or destroyed certificate and giving FIRST OF AMERICA evidence of loss
and, at FIRST OF AMERICA'S option, a bond adequate in the reasonable opinion
of FIRST OF AMERICA to indemnify it and the Exchange Agent against any claim
that may be made against it on account of the alleged lost, stolen and
destroyed certificate and the issuance of the applicable number of whole
shares of FIRST OF AMERICA Common Stock, and the cash for fractional shares,
if any.

Promptly after the Effective Date, FIRST OF AMERICA shall cause the Exchange
Agent to mail to each holder of record of a certificate or certificates which
as of the Effective Date represented outstanding COMPANY Shares (the
"Certificates") (i) a form letter of transmittal which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates and (ii) instructions for
use in effecting the surrender of the Certificates in exchange for FIRST OF
AMERICA Common Stock.

1.02 Effective Date. The Effective Date of the Share Exchange shall be the
close of business on the Closing Date, as hereinafter defined, unless some
other date is agreed upon by the parties hereto.

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ARTICLE TWO

REPRESENTATIONS AND WARRANTIES OF FIRST OF AMERICA

FIRST OF AMERICA represents and warrants to the COMPANY and the SHAREHOLDERS
as follows:

2.01 Organization; Qualification; Good Standing; Corporate Power.

(a) FIRST OF AMERICA is a corporation duly organized, validly existing and
in good standing under the laws of the State of Michigan and is duly
qualified to do business and is in good standing in each jurisdiction in
which the nature of the business conducted or the properties or assets owned
or leased by it makes such qualification necessary, except where the failure
to be so qualified would not have a material adverse effect on FIRST OF
AMERICA'S consolidated financial condition, business or operations. FIRST OF
AMERICA is a registered bank holding company under the Bank Holding Company
Act of 1956 and a registered savings association holding company under the
Home Owners Loan Act. FIRST OF AMERICA has the corporate power and authority
to carry on its business as it is now conducted, to own, lease and operate
its properties, to execute and deliver this Agreement and the power to
consummate the transactions contemplated hereby.

(b) FIRST OF AMERICA and its subsidiaries hold all licenses, certificates,
permits, franchises and rights from all appropriate federal, state or other
public authorities necessary for the conduct of its and their businesses
where failure to do so would have a material adverse effect on the
consolidated financial condition, business or operations of FIRST OF AMERICA.

2.02 Authorization. The execution, delivery and performance of this
Agreement by FIRST OF AMERICA have been duly authorized and approved by all
necessary corporate action, and this Agreement is legally binding on and
enforceable against FIRST OF AMERICA in accordance with its terms, subject to
the receipt of all required regulatory or other governmental approvals and
except as enforceability may be limited by bankruptcy laws, insolvency laws or
other laws affecting creditors' rights generally. The execution and delivery
of this Agreement does not, and the consummation of the Share Exchange will
not, violate the provisions of FIRST OF AMERICA'S Articles of Incorporation,
as amended, or Bylaws, as amended.

2.03 Capitalization. As of July 31, 1994, the authorized capitalization of
FIRST OF AMERICA consisted of 100,000,000 shares of Common Stock, par value
$10.00 per share ("FIRST OF AMERICA Common Stock"), of which 58,612,956 shares
were outstanding; 10,000,000 shares of Preferred Stock, without par value
("FIRST OF AMERICA Preferred Stock") which have been divided into and issued in
series as follows: 500,000 shares have been designated as Series A Junior
Participating Preferred Stock of which no shares are outstanding. Except
incident to FIRST OF AMERICA'S Shareholders' Investment Plan, Employee
Service/Retirement Award Program, the RESTATED FIRST OF AMERICA BANK
Corporation 1987 Stock Option Plan, the FIRST OF AMERICA BANK Corporation
Reserve Plus Savings Plan, the rights to acquire shares pursuant to the Rights
Agreement dated July 18, 1990, between FIRST OF AMERICA and First of America
Bank-Michigan, N.A., as Rights Agent (the "Rights Agreement"), the possible
offering, pursuant to a "shelf" registration statement on Form S-3 filed by
FIRST OF AMERICA under the Securities Act of 1993, as amended (the "Securities
Act"), of shares of FIRST OF AMERICA Preferred Stock, and any conversion rights
applicable thereto, and conversion rights incident to the FIRST OF AMERICA
Preferred Stock, and except pursuant to the terms of an Agreement and Plan of
Merger dated as of April 15, 1994, between FIRST OF AMERICA and FIRST PARK
RIDGE CORPORATION, and except pursuant to the terms of the Agreement and Plan
of Reorganization dated as of June 14, 1994, between FIRST OF AMERICA and F&C
BANCSHARES, INC., and except pursuant to an Agreement and Plan of
Reorganization dated as of June 28, 1994, between FIRST OF AMERICA and
PRESIDENTIAL HOLDING CORPORATION, there are, as of the date hereof, no
outstanding warrants, options, rights, calls or other commitments of any nature
relating to the authorized but unissued shares of FIRST OF AMERICA Common Stock
or FIRST OF AMERICA Preferred Stock or concerning the authorization, issuance,
repurchase or sale of any other class of equity securities of FIRST OF AMERICA.
The number of shares set forth above is subject to change before the Effective
Date by affiliation with other banks, bank holding companies or bank-related
businesses or by purchase, sale, issuance, redemption, conversion, distribution
or other transaction. A vote of the shares set forth above is

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not required to approve this Agreement. All of the outstanding shares set
forth above are validly issued, fully paid, and nonassessable.

2.04 Financial Statements.

(a) FIRST OF AMERICA has furnished to the COMPANY true, correct and
complete copies of: (i) the audited Consolidated Balance Sheets of FIRST OF
AMERICA as of December 31, 1992, and December 31, 1993, and the related
Consolidated Statements of Income, Consolidated Statements of Changes in
Shareholders' Equity and the Consolidated Statements of Cash Flows for each
of the two years ended December 31, 1993, including the respective notes
thereto, together with the reports of KPMG Peat Marwick relating thereto; and
(ii) the unaudited Consolidated Balance Sheet as of June 30, 1994, and the
related unaudited Consolidated Statement of Income for the period then ended
(the "Financial Statements"). Subject to such changes which may result from
an audit which includes the period of the unaudited Financial Statements as
of and for the six months ended June 30, 1994, (which changes, in the
aggregate, will not be material), such Financial Statements fairly present in
all material respects the consolidated financial position of FIRST OF AMERICA
as of and for the periods ended on their respective dates and the
consolidated operating results and changes in financial position of FIRST OF
AMERICA for the indicated periods in conformity with generally accepted
accounting principles applied on a consistent basis. Since June 30, 1994,
there have not been any changes in FIRST OF AMERICA'S consolidated financial
condition, assets, liabilities or business, other than changes in the
ordinary course of business which in the aggregate have not been materially
adverse.

(b) FIRST OF AMERICA will furnish the COMPANY with copies of its audited
and unaudited Consolidated Balance Sheets, and related reports, for each
annual and quarterly period subsequent to June 30, 1994, until the Effective
Date ("Subsequent Financial Statements") as such Subsequent Financial
Statements are released to shareholders of FIRST OF AMERICA.

(c) Subject to such changes which may result from an audit of the June 30,
1994, Financial Statements or of any Subsequent Financial Statements (which
changes, in the aggregate, will not be material), all of the aforesaid
Financial Statements have been, and, with respect to the Subsequent Financial
Statements, will be, prepared in accordance with generally accepted
accounting principles, utilizing accounting practices consistent with prior
years except as otherwise disclosed. None of the aforesaid Financial
Statements contain, and none of the Subsequent Financial Statements will
contain, any material undisclosed extraordinary or prior period items or fail
to disclose any material items that should be disclosed. All of the
aforesaid Financial Statements present fairly in all material respects, and
all of the Subsequent Financial Statements will present fairly in all
material respects, the consolidated financial position of FIRST OF AMERICA
and the results of its operations and changes in its financial position as of
and for the periods ending on their respective dates. Subject to such
changes which may result from an audit of the June 30, 1994, Financial
Statements or of any Subsequent Financial Statements (which changes, in the
aggregate, will not be material), the allowance for loan losses in such
Financial Statements is, and with respect to the Subsequent Financial
Statements will be, adequate under the standards applied by the Board of
Governors of the Federal Reserve System ("Federal Reserve") and based on past
loan loss experiences and potential losses in current portfolios to cover all
known or anticipated loan losses. There are, and with respect to the
Subsequent Financial Statements will be, no agreements, contracts or other
instruments to which FIRST OF AMERICA is a party or by which it or (to the
knowledge of FIRST OF AMERICA) any of the officers, directors, employees or
shareholders of FIRST OF AMERICA have rights which would have a materially
adverse effect on the consolidated financial condition, business or
operations of FIRST OF AMERICA which are not reflected in the Financial
Statements and the Subsequent Financial Statements.

2.05 Absence of Undisclosed Liabilities. Except as and to the extent
reflected or reserved against in the Financial Statements or the Subsequent
Financial Statements, neither FIRST OF AMERICA nor any of its subsidiaries
have, and with respect to the Subsequent Financial Statements will not have,
any liabilities or obligations, of any nature, secured or unsecured, (whether
accrued, absolute, contingent or otherwise) including, without limitation, any
tax liabilities due or to become due, which would have a material adverse
effect on the consolidated financial

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position of FIRST OF AMERICA. FIRST OF AMERICA further represents and warrants
that it does not know or have any reason to believe that there is or will be
any basis for assertion against it or any of its subsidiaries as of June 30,
1994, or as of the date of any Subsequent Financial Statements, of any
liability or obligation of any nature or any amount not fully reflected or
reserved against in the Consolidated Balance Sheets as of said dates or as of
such subsequent dates and for such subsequent periods or in the footnotes
thereto, which would have a materially adverse effect on the consolidated
financial position of FIRST OF AMERICA.

2.06 No Violation, Consents. Neither the execution and delivery of this
Agreement by FIRST OF AMERICA nor the consummation of the transactions
contemplated hereby and thereby by FIRST OF AMERICA, with or without the giving
of notice or the lapse of time, or both, will: (i) violate, conflict with,
result in the breach or termination of, constitute a default under, accelerate
the performance required by, or result in the creation of any material lien,
charge or encumbrance upon any of the properties or assets of FIRST OF AMERICA
or its subsidiaries, taken as a whole, pursuant to any indenture, mortgage,
deed of trust or other agreement (including borrowing agreements) or instrument
to which FIRST OF AMERICA or any of its subsidiaries is a party or by which it
or any of its properties or assets may be bound; or (ii) violate any statute,
rule, regulation, order or judgment applicable to FIRST OF AMERICA or any of
its subsidiaries which would have a material adverse effect on FIRST OF
AMERICA'S consolidated financial condition, assets, liabilities or business.
No consent, approval, authorization, order, registration or qualification of or
with any court, regulatory authority or other governmental body, or of any
lender or purchaser under any borrowing agreement, other than as specifically
contemplated by this Agreement, is required for the consummation by FIRST OF
AMERICA of the transactions contemplated by this Agreement.

2.07 Litigation. As of the date of this Agreement, there are no legal,
quasi-judicial, administrative, or other actions, suits, proceedings or
investigations of any kind or nature pending or, to the knowledge of FIRST OF
AMERICA, threatened against FIRST OF AMERICA or any of its subsidiaries that
challenge the validity or propriety of the transactions contemplated by this
Agreement or which would have a material adverse effect on FIRST OF AMERICA'S
consolidated financial condition, assets, liabilities or business. Neither
FIRST OF AMERICA nor any of its subsidiaries is subject to, or in default with
respect to, nor are any of their assets subject to, any outstanding judgment,
order or decree of any court or of any governmental agency or instrumentality
which would have a material adverse effect on FIRST OF AMERICA'S consolidated
financial condition, business or operations.

2.08 Taxes, Returns and Reports. FIRST OF AMERICA has duly filed all
material tax returns required to be filed. The reserve for taxes in FIRST OF
AMERICA'S June 30, 1994, Consolidated Balance Sheet is adequate to cover all
of its tax liabilities (including, without limitation, income taxes and
franchise fees) that may become payable in future years in respect to any
transactions consummated prior to June 30, 1994. FIRST OF AMERICA has not had
and, to the best of FIRST OF AMERICA'S knowledge, will not have any liability
for taxes of any nature for or in respect of the operation of its business or
ownership of its assets from June 30, 1994, up to and including the Effective
Date, except to the extent reflected in FIRST OF AMERICA'S June 30, 1994,
Consolidated Balance Sheet, or on its Subsequent Financial Statements or
otherwise reflected in the books and records of FIRST OF AMERICA for the period
following its then most recent Subsequent Financial Statements.

2.09 Brokerage Commissions, Fees, Etc. All negotiations relating to this
Agreement and the transactions contemplated herein and therein have been and
will be carried on by FIRST OF AMERICA directly with the COMPANY, its counsel,
accountants and other representatives in such a manner as not to give rise to
any claim against the COMPANY or the SHAREHOLDERS for any brokerage commission,
finder's fee, investment advisor's fee or other like payment except as
specified in Section 3.11.

2.10 Regulatory Filings. FIRST OF AMERICA has filed and will continue to
file in a timely manner all required filings with (i) the Securities and
Exchange Commission ("SEC"), including all reports on Form 10-K, Form 10-Q,
Form 8-K and proxy statements; (ii) the Federal Reserve; and (iii) the Office
of Thrift Supervision (the "OTS"); and, to the best knowledge of FIRST OF
AMERICA, all such filings were complete and accurate in all material respects
as of the dates of the filings, and no such SEC filing made any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements made, in the light of the circumstances under
which they were made, not misleading. Except for normal examinations conducted
by the Internal Revenue Service or various banking regulatory authorities in
the regular course of the business of FIRST OF AMERICA and its

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subsidiaries, no federal, state or local governmental agency, commission or
other entity has initiated any proceeding or, to the best of the knowledge and
belief of the FIRST OF AMERICA, investigation into the business or operations
of the FIRST OF AMERICA and its subsidiaries within the past five years which
would have a material adverse effect on the consolidated financial condition of
FIRST OF AMERICA. To FIRST OF AMERICA'S knowledge, there is no unresolved
violation, criticism or exception of a material nature by the SEC or any
banking regulatory authority or other agency, commission or entity with respect
to any report or statement referred to herein. Since the date of any such
filings there has been no material change in FIRST OF AMERICA'S condition,
financial or otherwise, such that had such change occurred prior to any such
filing, such change would have been required to be disclosed or described
therein.

2.11 Compliance with ERISA. All employee benefit plans (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"))
established or maintained by FIRST OF AMERICA or to which FIRST OF AMERICA
contributes ("FIRST OF AMERICA Employee Plans") are in compliance in all
material respects with all applicable requirements of ERISA, and are in
compliance in all material respects with all applicable requirements (including
qualification and nondiscrimination requirements in effect as of the Effective
Date) of the Code for obtaining the tax benefits the Code thereupon permits
with respect to such FIRST OF AMERICA Employee Plans. No FIRST OF AMERICA
Employee Plan has, or as of the Effective Date will have, any amount of
unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) for
which FIRST OF AMERICA would be liable to any person under Title IV of ERISA if
the FIRST OF AMERICA Employee Plans were terminated as of the Effective Date,
which amounts would be material to FIRST OF AMERICA. The FIRST OF AMERICA
Employee Plans are funded in accordance with Section 412 of the Code (if
applicable). There would be no obligations which would be material to FIRST OF
AMERICA under Title IV of ERISA relating to any Employee Plan that is a
multi-employer plan if any such plan were terminated or if FIRST OF AMERICA or
any of its subsidiaries withdrew from any such plan as of the Effective Date.

2.12 Other Information. No representation or warranty by FIRST OF AMERICA
contained in this Agreement, no certificate or other instrument or document
furnished or to be furnished by or on behalf of FIRST OF AMERICA pursuant to
this Agreement and no information furnished or to be furnished by FIRST OF
AMERICA for use in the Prospectus/Proxy Statement (as hereinafter defined) or
the Registration Statement (as hereinafter defined) or the regulatory filings
described in Section 4.06 hereof contains or will contain any untrue statement
of material fact or omits or will omit to state any material fact required to
be stated herein or therein which is necessary to make the statements contained
herein or therein, in light of the circumstances in which they are or were
made, not misleading in any material respect.

2.13 Advice of Changes. Between the date hereof and the Effective Date,
FIRST OF AMERICA shall promptly advise the COMPANY and the SHAREHOLDERS in
writing of any fact which, if existing or known at the date hereof, would have
been required to be set forth or disclosed in or pursuant to this Agreement or
of any fact which, if existing or known at the date hereof, would have made any
of the representations contained herein untrue.

2.14 Shares to be Issued. The FIRST OF AMERICA Common Stock which the
SHAREHOLDERS will be entitled to receive upon consummation of the transactions
contemplated hereby will, at the Effective Date, be duly authorized and will,
when issued pursuant hereto, be validly issued, fully paid and nonassessable
and will have been registered under the Securities Act. No shareholder of
FIRST OF AMERICA has any preemptive rights with respect to any shares of FIRST
OF AMERICA Common Stock to be issued in the Share Exchange.

2.15 Orders, Injunctions, Decrees, Etc. FIRST OF AMERICA is not subject to
any order, injunction, or decree of any governmental body or court, or in
violation of any order, injunction, or decree, or any other requirement of any
governmental body or court, which would have a material adverse effect on the
condition, business, properties, assets, operations, or liabilities of FIRST OF
AMERICA on a consolidated basis.

2.16 Approvals. FIRST OF AMERICA knows of no reason why all regulatory
approvals necessary to permit it to consummate the transactions contemplated
hereby in the manner provided herein should not be obtained or why the opinion
letter referred to in Section 8.08 hereof cannot be obtained.

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ARTICLE THREE

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

The COMPANY and the SHAREHOLDERS represent and warrant to FIRST OF AMERICA as
follows: (For purposes of this Article Three a "COMPANY Schedule" is defined
as a schedule prepared and executed by an Officer of the COMPANY and delivered
to FIRST OF AMERICA and dated not later than the date of the execution of this
Agreement).

3.01 Organization; Qualification; Good Standing; Corporate Power.

(a) The COMPANY is a corporation duly organized, validly existing and in
good standing under the laws of the State of Rhode Island and is duly
qualified to do business and is in good standing in Rhode Island and in each
other jurisdiction in which the nature of the business conducted or the
properties or assets owned or leased by it makes such qualification necessary
except where failure to be so qualified would not have a material adverse
effect on the Company's financial condition, business or operations. The
COMPANY is a trust company under the laws of the State of Rhode Island. The
COMPANY has the corporate power and authority to carry on its business as it
is now conducted, to own, lease and operate its properties, to execute and
deliver this Agreement and the power to consummate the transactions
contemplated hereby and thereby.

(b) The COMPANY holds all licenses, certificates, permits, franchises and
rights from all appropriate federal, state or other public authorities
necessary for the conduct of the COMPANY'S business. The COMPANY has
conducted its business so as to comply in all material respects with all
applicable federal, state and local statutes, ordinances, regulations or
rules.

3.02 Authorization. The execution, delivery and performance of this
Agreement by the COMPANY have been duly authorized and approved by all
necessary corporate action, and this Agreement is legally binding on and
enforceable against the COMPANY and the SHAREHOLDERS in accordance with its
terms, subject to the receipt of all required regulatory and other government
approvals and except as enforceability may be limited by bankruptcy laws,
insolvency laws or other laws affecting creditors' rights generally. The
execution and delivery of this Agreement and the consummation of the Share
Exchange will not, violate the COMPANY'S Articles of Incorporation, as amended,
or Bylaws, as amended.

3.03 Capitalization.

(a) As of the date of this Agreement, the authorized capitalization of the
COMPANY consists of (i) 1,000 shares of Common Stock, ("COMPANY Common
Stock"), $75.00 par value per share, of which 684.2 shares are issued and
outstanding, which includes no treasury shares; and (ii) no shares of
Preferred Stock. All shares of COMPANY Common Stock which are issued and
outstanding are owned by the SHAREHOLDERS and are owned free and clear of all
liens, charges and encumbrances. The COMPANY has no other class of stock.
Neither the COMPANY nor the SHAREHOLDERS have granted any outstanding
warrants, options, rights, calls, agreements, understandings or other
commitments of any nature relating to the authorization, issuance, sale or
repurchase of any equity securities of the COMPANY. The number of shares set
forth above is not subject to change before the Effective Date. Upon
consummation of the Share Exchange, FIRST OF AMERICA will acquire good and
valid title to all of the COMPANY Shares free and clear of all liens, charges
or encumbrances and any other claims or whatever nature and FIRST OF AMERICA
will thereupon become the sole shareholder of the COMPANY.

(b) All of the COMPANY Shares are validly issued, fully paid and
nonassessable.

3.04 Financial Statements.

(a) The COMPANY has furnished to FIRST OF AMERICA true, correct and
complete copies of: (i) the audited Balance Sheets of the COMPANY as of
December 31, 1992 and 1993, and the related Statements

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of Income and Retained Earnings and Statements of Cash Flows for each of the
fiscal years then ended including the respective notes thereto, together
with the reports of Piccerelli, Gilstein & Company relating thereto; and (ii)
the unaudited Balance Sheet of the COMPANY as of June 30, 1994, and the
related unaudited Statement of Operations for the period then ended ("COMPANY
Financial Statements"). Subject to such changes which may result from an
audit which includes the period of the unaudited COMPANY Financial Statements
as of and for the six (6) months ended June 30, 1994, (which changes in the
aggregate would not be material), such COMPANY Financial Statements fairly
present in all material respects the financial position of the COMPANY as of
and for the periods ended on their respective dates and the operating results
of the COMPANY for the indicated periods in conformity with generally
accepted accounting principles applied on a consistent basis. Since June 30,
1994, there have not been any changes in the COMPANY'S financial condition,
assets, liabilities or business, other than changes in the ordinary course of
business which in the aggregate have not been materially adverse.

(b) The Company will furnish First of America with copies of its audited
and unaudited Consolidated Balance Sheets, and related reports, for each
annual and quarterly period, and each financial report by it filed with the
Department of Business Regulation, Division of Banking of the State of Rhode
Island (the "Banking Department"), subsequent to June 30, 1994, until the
Effective Date ("Subsequent COMPANY Financial Statements").

(c) Subject to such changes which may result from an audit which includes
the June 30, 1994, COMPANY Financial Statements and of any Subsequent COMPANY
Financial Statements (which changes in the aggregate will not be material),
all of the aforesaid COMPANY Financial Statements have been, and, with
respect to the Subsequent COMPANY Financial Statements, will be, prepared in
accordance with generally accepted accounting principles (except with respect
to reports filed with the Banking Department which have, in each case, been
prepared in accordance with Banking Department requirements), utilizing
accounting practices consistent with prior years except as otherwise
disclosed. None of the aforesaid COMPANY Financial Statements contain, and
none of the Subsequent COMPANY Financial Statements will contain, any
material undisclosed extraordinary or prior period items or fail to disclose
any material items that should be disclosed. All of the aforesaid COMPANY
Financial Statements present fairly in all material respects, and all of the
Subsequent COMPANY Financial Statements will present fairly in all material
respects, the financial position of the COMPANY and the results of its
operations and changes in its financial position as of and for the periods
ending on their respective dates. There are, and with respect to the
Subsequent COMPANY Financial Statements will be, no agreements, contracts or
other instruments to which the COMPANY is a party or by which it, any of the
SHAREHOLDERS or other directors, employees of the COMPANY have rights which
would have a material adverse effect on the financial condition, business or
operations of the COMPANY which are not disclosed herein or reflected in the
COMPANY Financial Statements and the Subsequent COMPANY Financial Statements.

3.05 Absence of Undisclosed Liabilities. Except as and to the extent
reflected or reserved against in the COMPANY Financial Statements or the
Subsequent COMPANY Financial Statements, the COMPANY did not have, and with
respect to the Subsequent COMPANY Financial Statements will not have, any
liabilities or obligations, of any nature, secured or unsecured, (whether
accrued, absolute, contingent or otherwise) including, without limitation, any
tax liabilities due or to become due, which would have a materially adverse
effect on the financial position of the COMPANY. Except as set forth in
Schedule 3.05, the COMPANY and the SHAREHOLDERS further represent and warrant
that they do not know or have reason to believe that there is or will be any
basis for assertion against the COMPANY as of June 30, 1994, or as of the date
of any Subsequent COMPANY Financial Statements, of any liability or obligation
of any nature or any amount not fully reflected or reserved against in the
COMPANY Financial Statements as of said dates and for subsequent periods or in
the footnotes thereto, which would have a material adverse effect on the
financial position of the COMPANY.

3.06 No Violation, Consents. Neither the execution and delivery of this
Agreement by the COMPANY or the SHAREHOLDERS nor, subject to the approval of
this Agreement by the Rhode Island Board of Bank Incorporation (the "Rhode
Island Board"), the consummation of the transactions contemplated hereby by the
COMPANY and the SHAREHOLDERS, with or without the giving of notice or the lapse
of time, or both, will: (i) violate,

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conflict with, result in the breach or termination of, constitute a default
under, accelerate the performance required by, or result in the creation of any
material lien, charge or encumbrance upon any of the properties or assets of
the COMPANY or the SHAREHOLDERS pursuant to any indenture, mortgage, deed of
trust, or other material agreement (including borrowing agreements) or
instrument to which the COMPANY or the SHAREHOLDERS are a party or by which the
COMPANY or the SHAREHOLDERS or any of their properties or assets may be bound;
or (ii) violate any statute, rule, regulation, order or judgment applicable to
the COMPANY or the SHAREHOLDERS which would have a material adverse effect on
the financial condition, assets, liabilities or business of the COMPANY or the
SHAREHOLDERS. Other than as specifically contemplated by this Agreement, no
consent, approval, authorization, order, registration or qualification of or
with any court, regulatory authority or other governmental body, or of any
lender or purchaser under any borrowing agreement, is required for the
consummation by the COMPANY and the SHAREHOLDERS of the transactions
contemplated by this Agreement.

3.07 Litigation. As of the date of this Agreement, there are no legal,
quasi-judicial, administrative, or other actions, suits, proceedings, or
investigations of any kind or nature pending or threatened against the COMPANY
or the SHAREHOLDERS that challenge the validity or legality of the transactions
contemplated by this Agreement or which would have a material adverse effect on
the financial condition, assets, liabilities or business of the COMPANY.
COMPANY Schedule 3.07 accurately describes all litigation which is pending or,
to the knowledge of the COMPANY, threatened against the COMPANY. Neither the
COMPANY nor the SHAREHOLDERS is subject to or in default with respect to, nor
are any of its or their assets subject to, any outstanding judgment, order or
decree of any court or of any governmental agency or instrumentality which
would have a material adverse effect on the financial condition, business or
operations of the COMPANY.

3.08 Taxes, Returns and Reports. The COMPANY has duly filed all tax returns
required to be filed. The reserve for taxes in the June 30, 1994 Balance Sheet
of the COMPANY is adequate to cover all tax liabilities of the COMPANY
(including, without limitation, income taxes and franchise fees) that may
become payable in future years in respect to any transactions consummated prior
to June 30, 1994. The COMPANY has no, and to the best of the COMPANY'S and
SHAREHOLDER'S knowledge, will have no liability for taxes of any nature for or
in respect of the operation of the COMPANY'S business or ownership of its
assets from June 30, 1994, up to and including the Effective Date, except to
the extent reflected in the COMPANY Balance Sheet as of June 30, 1994, or the
Subsequent COMPANY Financial Statements, or otherwise reflected in the books
and records of the COMPANY for the period following the then most recent
COMPANY Subsequent Financial Statements.

3.09 Corporate Properties.

(a) COMPANY Schedule 3.09 accurately identifies: (i) all real property
owned or leased by the COMPANY, including a brief description of any
buildings located thereon; and (ii) all known copyrights, patents,
trademarks, trade names, franchises, and related applications and all other
similar intangible assets owned by the COMPANY. Except as set forth in said
COMPANY Schedule, all of the COMPANY'S properties, leasehold improvements,
and equipment are in reasonable operating condition, free from any known
defects, except defects which in the aggregate do not materially and
adversely affect the COMPANY'S condition, financial or otherwise, and all
known copyrights, patents, trademarks, trade names, franchises, and related
applications are valid and in full force and effect in accordance with their
terms. No complaints have been received by the COMPANY and none are
threatened that the COMPANY is in violation of applicable building, zoning,
environmental, safety, or similar laws, ordinances, or regulations in respect
of their buildings or equipment, or the operation thereof, and the COMPANY is
not in material violation of any such law, ordinance, or regulation, except
as disclosed in said COMPANY Schedule. No proceedings to take all or any
part of the properties of the COMPANY (whether leased or owned) by
condemnation or right of eminent domain are pending or threatened.

(b) Except as set forth in said COMPANY Schedule 3.09, the COMPANY has
good and marketable title to all of its real and personal property, free,
clear, and discharged of, and from, any and all liens, charges, encumbrances,
security interests, and/or equities.

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3.10 Obligations to Employees. Except as set forth in COMPANY Schedule 3.10,
all material accrued obligations of the COMPANY, whether arising by operation
of law or by contract, for payments to trusts or other funds or to any
governmental agency or to any individual director, officer, employee or agent
(or his or her heirs, legatees or legal representatives) with respect to
unemployment compensation benefits, profit sharing, pension or retirement
benefits or social security benefits have been paid, or adequate actuarial
accruals for such payments have been and are being made, by the COMPANY. All
material obligations of the COMPANY, whether arising by operation of law or by
contract, for bonuses and other forms of compensation which are or may become
payable to their directors, officers, employees or agents have been paid, or
adequate accruals for payment therefor have been and are being made to the
extent required in accordance with generally accepted accounting principles,
all of which accruals are reflected in the books and records of the COMPANY.
COMPANY Schedule 3.10 includes a list of all of the COMPANY'S pension, profit
sharing, health, accident, welfare, life insurance, employee stock ownership
and other employee benefit plans within the meaning of Section 3(3) of ERISA
("COMPANY Employee Plans"). All such COMPANY Employee Plans established or
maintained by the COMPANY or to which the COMPANY contributes are in compliance
in all material respects with all applicable requirements of ERISA, and are in
compliance in all material respects with all applicable requirements (including
qualification and nondiscrimination requirements in effect as of the Effective
Date) of the Code, for obtaining the tax benefits the Code thereupon permits
with respect to such COMPANY Employee Plans. No COMPANY Employee Plan has any
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA) for which the COMPANY would be liable to any person under Title IV of
ERISA if the COMPANY Employee Plans were terminated as of the Effective Date.
The Employee Plans are funded in accordance with Section 412 of the Code (if
applicable). There would be no obligations which would be material to the
COMPANY under Title IV of ERISA relating to any COMPANY Employee Plan that is a
multi-employer plan if any such plan were terminated or if the COMPANY withdrew
from any such plan as of the Effective Date.

3.11 Brokerage Commissions, Fees, Etc. All negotiations relating to this
Agreement and the transactions contemplated herein have been and will be
carried on by the COMPANY directly with FIRST OF AMERICA, its counsel,
accountants and other representatives in such a manner as not to give rise to
any claim against FIRST OF AMERICA or the COMPANY for any brokerage commission,
finder's fee, investment advisor's fee or other like payment, except that the
COMPANY has agreed to make payment to Smith Barney Shearson Incorporated
("Smith Barney") for services rendered as financial advisor in connection with
the transactions contemplated hereby pursuant to that certain letter agreement
dated October 28, 1993 between the COMPANY and Smith Barney.

The COMPANY has fee arrangements with all outside attorneys, accountants, and
other independent experts and advisors it has used or plans to use in
connection with the transactions contemplated in this Agreement, which provide
that such attorneys, accountants, and other independent experts and advisors
will be compensated only at their normal hourly or per diem rates plus
reasonable out-of-pocket expenses.

3.12 Certain Agreements. COMPANY Schedule 3.12 accurately identifies all of
the following agreements, contracts, or other instruments written or oral, to
which the COMPANY is a party or by which it is bound or affected or by which
any of the stock, properties, or assets of the COMPANY are bound or affected,
or under which any of the SHAREHOLDERS or other directors or employees have
rights against the Company: (a) all material leases of real property under
which the COMPANY is either lessor, sublessor, lessee, or sublessee; (b) all
insurance policies held by the COMPANY relating to its properties or
operations, including but not limited to those covering their leasehold
improvements, properties, equipment, furniture, fixtures, lives of, or
performance of their duties by their directors, officers, and employees (all
such policies of insurance are in force and, until the Effective Date, the
COMPANY will cause all such policies to continue in force or to obtain
substitute policies reasonably acceptable to FIRST OF AMERICA with comparable
coverage in amounts deemed by FIRST OF AMERICA to be sufficient); (c) to the
extent not disclosed in COMPANY Schedule 3.10, all employment contracts,
pension, retirement, stock option, stock purchase, savings, profit sharing,
deferred compensation, consultant, incentive, bonus, noncompetition, or
collective bargaining agreements, group insurance contracts, or other
incentive, benefit, or welfare plans or arrangements of the COMPANY, including
any trust or comparable agreement or instrument relating thereto, and including
for each plan the latest actuary's report on the condition of the plan and any
determination letters issued by the Internal Revenue Service (except as
otherwise disclosed in said COMPANY Schedule, all such contracts, plans,
practices, or arrangements are terminable at the will of the employer without
liability on not more than 60 days'

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notice to any affected employee); and (d) any material agreement, instrument,
or understanding of the COMPANY whether or not made in the ordinary and regular
course of business involving an aggregate liability in excess of $20,000.00 per
annum. Attached to such COMPANY Schedule 3.12 are true, complete, and correct
copies of all of the written agreements, contracts, or other instruments, and
written descriptions of the material details of any oral agreements or
instruments identified in said COMPANY Schedule. Except as otherwise
specifically disclosed in said COMPANY Schedule 3.12, all such agreements,
contracts, or other instruments are in full force and effect and the COMPANY is
not in material default under any such agreement, contract, or other instrument
to which they are a party or by which they may be bound.

3.13 Articles of Incorporation, Bylaws, Etc. COMPANY Schedule 3.13 includes
complete and correct copies of the following: (a) the Articles of
Incorporation, and all amendments thereto, of the COMPANY; (b) the Bylaws of
the COMPANY, as amended to date; and (c) a specimen certificate for each type
of outstanding security of the COMPANY.

3.14 Orders, Injunctions, Decrees, Etc. Neither the COMPANY nor the
SHAREHOLDERS are subject to any order, injunction or decree of any governmental
body or court, or are in violation of any order, injunction, or decree, or any
other requirement of any governmental body or court, which would have a
material adverse effect on the condition (financial or otherwise), business,
properties, assets, operations or liabilities of the COMPANY.

3.15 Shareholders of the COMPANY. COMPANY Schedule 3.15 accurately
identifies the name and addresses of the SHAREHOLDERS and the number of shares
of COMPANY Common Stock held by each. No other persons have been shareholders
of the COMPANY since January 1, 1992.

3.16 Regulatory Filings. The COMPANY has filed and will continue to file in
a timely manner all required filings with the Banking Department and all such
filings were true, complete and accurate in all material respects as of the
dates of the filings. Except for normal examinations conducted by the Internal
Revenue Service or the Banking Department in the regular course of the business
of the COMPANY, no federal, state or local governmental agency, commission or
other entity has initiated any proceeding or investigation into the business or
operations of the COMPANY within the past five years. There is no unresolved
violation, criticism or exception of a material nature by the Banking
Department or other agency, commission or entity with respect to any report or
statement referred to herein. Since the date of any such filings there has
been no material change in the COMPANY'S condition, financial or otherwise,
such that, had such change occurred prior to any such filing, such change would
have been required to be disclosed or described therein.

3.17 Conduct. Except as set forth in COMPANY Schedule 3.17, between June 30,
1994, and the date hereof, the COMPANY has not: (i) conducted its business or
entered into any transaction other than in the ordinary course, or incurred or
become subject to any liabilities or obligations except liabilities incurred in
the ordinary course of business; (ii) suffered any labor trouble, or any event
or condition of any character materially adversely affecting its or their
business or prospects; (iii) discharged or satisfied any material lien or
encumbrance or paid any material obligation or liability other than those
presented in the COMPANY Financial Statements or incurred after the date
thereof in the ordinary course of business; (iv) mortgaged, pledged, or
subjected to lien, charge or other encumbrance any material part of its assets,
or sold or transferred any such assets, except in the ordinary course of
business; (v) made or permitted an amendment or termination of any material
contract to which it is a party except in the ordinary course of business; (vi)
issued or sold, or agreed to issue or sell, any of its capital stock or
corporate debt obligations (whether authorized and unissued or held in the
treasury); (vii) granted any options, warrants or other rights for the purchase
of its capital stock; (viii) declared, agreed to declare, set aside or paid any
dividend or other distribution in respect of its or their capital stock or,
directly or indirectly purchased, redeemed, or otherwise acquired or agreed to
purchase or redeem or otherwise acquire any shares of such stock; (ix) entered
into any employment contract with any officer or salaried employee, made any
accrual or arrangement for or payment of bonuses or special compensation of any
kind or any severance or termination pay to any of its or their present
officers or employees, increased the rate of compensation payable or to become
payable by them to any of its or their officers or employees, or instituted or
made any material increase in any employee welfare, retirement or similar plan
or arrangement, in each case other than in the ordinary course of business; or
(x) entered into any other material transaction other than in the ordinary
course of business.

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3.18 Fiduciary Responsibilities. The COMPANY has performed all of its duties
in its capacities as trustees, executors, administrators, registrars,
guardians, custodians, escrow agents, receivers or any other fiduciary capacity
in a manner which complies in all material respects with all applicable laws,
regulations, orders, agreements, wills, instruments and common law standards.

3.19 Compliance With Environmental and Safety Laws.

(a) The operations of the COMPANY comply and have complied in all material
respects with all applicable federal, state, and local environmental statutes
and regulations.

(b) All real estate owned, beneficially or otherwise, or controlled by the
COMPANY, whether owned outright, leased as a joint venture, or owned or
controlled in a fiduciary capacity, or otherwise (the "Real Estate"), is in
compliance in all material respects with all applicable federal, state, and
local environmental statutes and regulations.

(c) The representations regarding the "operations" referenced in this
Section 3.19 do not extend to customers of the COMPANY unless the COMPANY
influenced the customer's use, storage, or disposal of hazardous or toxic
waste. The COMPANY has not been involved in the management or control of
real estate of customers and has not influenced any customer's use, storage,
or disposal of hazardous or toxic waste.

(d) For the purposes of this Section 3.19, any reference to "hazardous" or
"toxic" waste encompasses any waste, substance, or constituent regulated by,
or subject to, the provisions and regulations of either the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 USC Section 6901
et seq., the Toxic Substances Control Act, 15 USC Section 2601 et seq., or
any state statutes pertaining to the protection of human health and the
environment.

3.20 Other Information. No representation or warranty by the COMPANY or the
SHAREHOLDERS contained in this Agreement, or disclosure in any COMPANY
Schedule, certificate or other instrument or document furnished or to be
furnished by or on behalf of the COMPANY pursuant to this Agreement and no
information furnished or to be furnished by the COMPANY for use in the
Prospectus/Proxy Statement (as hereinafter defined) or the Registration
Statement (as hereinafter defined) or the regulatory filings described in
Section 4.06 hereof contains or will contain any untrue statement of a material
fact or omits or will omit to state any material fact required to be stated
herein or therein which is necessary to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading in any material respect.

3.21 Insider Interests. Except as set forth in COMPANY Schedule 3.21,
contractual arrangements between the COMPANY and the SHAREHOLDERS or any other
director or employee of the COMPANY conform to applicable rules and regulations
and requirements of all applicable regulatory agencies. Except as disclosed in
COMPANY Schedule 3.21, no shareholder or other director or employee of the
COMPANY has any interest in any property, real or personal, tangible or
intangible, used in or pertaining to the business of the COMPANY.

3.22 No Sensitive Transactions. Within the past five (5) years, neither the
COMPANY nor the SHAREHOLDERS nor any other director or employee or agent of the
COMPANY has directly or indirectly used funds or other assets of the COMPANY
for (a) illegal contributions, gifts, entertainment, or other expenses related
to political activities; (b) payments to or for the benefit of any governmental
official or employee, other than payments required or permitted by law; (c)
illegal payments to or for the benefit of any person, firm, corporation, or
other entity, or any officer, employee, agent, or representative thereof; or
(d) the establishment or maintenance of a secret or unrecorded fund.

3.23 Approvals. The COMPANY and the SHAREHOLDERS know of no reason why all
regulatory approvals necessary to permit FIRST OF AMERICA to consummate the
transactions contemplated hereby in the manner provided herein should not be
obtained.

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3.24 Advice of Changes. Between the date hereof and the Effective Date, the
COMPANY shall promptly advise FIRST OF AMERICA in writing of any fact which, if
existing or known as of the date hereof, would have been required to be set
forth or disclosed in or pursuant to this Agreement or of any fact which, if
existing or known as of the date hereof, would have made any of the
representations contained herein untrue.

ARTICLE FOUR

COVENANTS OF FIRST OF AMERICA

FIRST OF AMERICA hereby covenants and agrees with the COMPANY as follows:

4.01 Conduct Of Business; Certain Covenants. From and after the execution
and delivery of this Agreement and until the Effective Date, FIRST OF AMERICA
will:

(a) conduct its business and operate only in the usual ordinary course of
business and maintain its properties, books, contracts, business, operations,
commitments, records, loans, investments and any trust operations in
accordance with generally accepted accounting principles to the extent
applicable; and

(b) remain in good standing with all applicable banking regulatory
authorities.

4.02 SEC Registration. FIRST OF AMERICA shall file with the SEC as soon as
practicable after the execution of this Agreement, a registration statement on
an appropriate form under the Securities Act covering the FIRST OF AMERICA
Common Stock to be issued pursuant hereto and shall use its best efforts to
cause the same to become effective and thereafter, until the Effective Date or
termination of this Agreement, to keep the same effective and, if necessary,
amend and supplement the same. Such registration statement and any amendments
and supplements thereto are referred to herein as the "Registration Statement."
The Registration Statement shall include a prospectus and a proxy or
information statement thereto ("the Prospectus/Proxy Statement"), prepared in
accordance with the rules and regulations of the SEC. FIRST OF AMERICA shall,
as soon as practicable after the execution of this Agreement, make all filings
required to obtain all material Blue Sky permits, authorizations, consents or
approvals required for the issuance of the FIRST OF AMERICA Common Stock.
FIRST OF AMERICA will provide the COMPANY with copies of all correspondence,
comment letters or notices to or from the SEC concerning or relating to the
Registration Statement or the Prospectus/Proxy Statement, and FIRST OF AMERICA
will advise the COMPANY promptly after it receives notice of the time when the
Registration Statement has become effective or any supplement or amendment
thereto has been filed, of the issuance of any stop order with respect to the
effectiveness thereof, of the suspension of the qualification of the FIRST OF
AMERICA Common Stock to be issued in connection with this Agreement for
offering or sale in any jurisdiction, of the initiation or threat of any
proceedings for any such purpose, or of any request by the SEC for the
amendment or supplement of the Registration Statement or the filing or
submission of additional information.

4.03 Authorization, Reservation, and Stock Exchange Listing of Common Stock.
By appropriate Resolution, a certified copy of which shall be provided to the
COMPANY, the Board of Directors of FIRST OF AMERICA shall, prior to the
Effective Date, authorize the issuance and reserve the required number of
shares of FIRST OF AMERICA Common Stock to be issued pursuant hereto. FIRST OF
AMERICA shall also file a listing application and use its best efforts to cause
the shares of FIRST OF AMERICA Common Stock to be issued pursuant hereto to be
approved for listing on the NYSE, subject in each case to official notice of
issuance, prior to the Effective Date.

4.04 Confidentiality. FIRST OF AMERICA will cause all internal, nonpublic
financial and business information obtained by it from the COMPANY to be
treated confidentially (exercising the same degree of care as it uses to
preserve and safeguard its own confidential information); provided, however,
that notwithstanding the foregoing, nothing contained herein shall prevent or
restrict FIRST OF AMERICA from making such disclosure thereof as may be
required by law in connection with purchases or sales of securities or as may
be required in the performance of this Agreement. If the Share Exchange shall
not take place, all nonpublic financial statements, documents and

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materials and all copies thereof shall be returned to the COMPANY by FIRST OF
AMERICA, and shall not be used by FIRST OF AMERICA in any way detrimental to
the COMPANY.

4.05 Indemnification. FIRST OF AMERICA agrees that it will honor all rights
to indemnification, including rights to payments of advances for
indemnification obligations, existing in favor of the employees, agents,
directors, and officers of the COMPANY as provided in the COMPANY'S Articles of
Incorporation, Bylaws, or otherwise in effect on the date of this Agreement and
that all such rights shall survive the Effective Date and shall continue in
full force and effect with respect to matters occurring prior to the Effective
Date.

4.06 Required Approvals. As soon as practicable after the execution of this
Agreement, FIRST OF AMERICA will submit: (a) an application with the Federal
Reserve, or the appropriate Federal Reserve Bank under delegated authority, for
the acquisition by FIRST OF AMERICA of the COMPANY; and (b) an application with
the Rhode Island Board to permit the acquisition by FIRST OF AMERICA of the
COMPANY. FIRST OF AMERICA will provide copies of all such applications to the
COMPANY and its counsel for review prior to submission or filing with the
appropriate regulatory agencies. The COMPANY and its counsel agree to promptly
review and provide any comments on such applications to FIRST OF AMERICA.
FIRST OF AMERICA will use its best efforts to cause such applications to be
approved and will provide the COMPANY with copies of all correspondence and
notices to or from such agencies concerning such applications.

4.07 Retirement Plans. For purposes of crediting periods of service for
eligibility and vesting, but not for benefit accrual purposes, under the FIRST
OF AMERICA Bank Corporation Employees' Retirement Plan (the "First of America
Retirement Plan") and the FIRST OF AMERICA Bank Corporation Reserve Plus
Savings Plan (the "FIRST OF AMERICA 401k Plan"), and for purposes of crediting
periods of service for eligibility for other employee benefits provided to
employees of FIRST OF AMERICA and its affiliates, employees of the COMPANY who
otherwise would be eligible to participate in such plans and benefit programs
after the Effective Date shall be given credit for service with the COMPANY
prior to the Effective Date. At such time on or after the Effective Date as
FIRST OF AMERICA shall in its sole discretion determine, but not later than
January 1, 1996, FIRST OF AMERICA will cause the assets and liabilities of the
New England Trust Company Employee's 401(k) Plan (the "COMPANY 401k Plan") to
be merged with the FIRST OF AMERICA 401(k) Plan. At least thirty days prior to
the date of such merger, FIRST OF AMERICA shall provide the opportunity for
participants in the COMPANY 401k Plan to elect to receive a distribution of
their voluntary after-tax contribution accounts and a distribution of their
accounts consisting of rollover contributions from other qualified retirement
plans. Furthermore, at such time on or after the Effective Date as FIRST OF
AMERICA shall in its sole discretion determine, but not later than January 1,
1996, FIRST OF AMERICA will terminate the New England Trust Company Money
Purchase Plan (the "Money Purchase Plan"). Upon such termination, each
participant in the Money Purchase Plan shall become vested in his or her
account balance in the Money Purchase Plan. After the Effective Date, FIRST OF
AMERICA shall seek a determination by the Internal Revenue Service that the
Money Purchase Plan, and the trust maintained pursuant to the Money Purchase
Plan, are qualified under the relevant provisions of the Code. Within a
reasonable period of time after such determination, FIRST OF AMERICA shall
distribute the accounts of the Money Purchase Plan to participants in
accordance with the terms and conditions of the Money Purchase Plan. Provided
that the distribution constitutes an "eligible rollover distribution," as
defined in Section 402(c)(4) of the Code, participants in the Money Purchase
Plan who are then eligible to participate in the First of America 401K Plan may
elect to transfer or rollover such distribution to the FIRST OF AMERICA 401(k)
Plan.

4.08 Current Public Information. FIRST OF AMERICA shall continue to satisfy
the current public information requirements of Rules 144 and 145 of the SEC
with respect to the FIRST OF AMERICA Common Stock.

4.09 Employment Agreements. FIRST OF AMERICA acknowledges and agrees that
effective on the Effective Date, the COMPANY shall enter into employment
agreements with DEYHLE, FAMIGLIETTI and MULLEN, with the form of the agreement
being as set forth in Exhibits A, B and C, hereto, respectively (the
"Employment Agreements"). FIRST OF AMERICA agrees that after the Effective
Date, it will cause the COMPANY to honor the Employment Agreements.

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ARTICLE FIVE

COVENANTS OF THE COMPANY

The COMPANY hereby covenants and agrees with FIRST OF AMERICA as follows:

5.01 Shareholders' Meeting. The COMPANY shall cause a meeting of the
SHAREHOLDERS to be held at the earliest practicable date after the execution of
this Agreement and availability of the Prospectus/Proxy Statement for the
purpose of acting upon this Agreement and to approve the Share Exchange, and in
connection therewith shall distribute the Prospectus/Proxy Statement and any
amendments or supplements thereto. Subject to satisfaction of the conditions
to their obligations contained herein, the SHAREHOLDERS agree to vote the
shares owned by each in favor of this Agreement and the Share Exchange.

5.02 Conduct Of Business; Certain Covenants.

(a) From and after the execution and delivery of this Agreement and until
the Effective Date, the COMPANY and, to the extent applicable, the
SHAREHOLDERS will:

(i) conduct its business and operate only in the usual ordinary course of
business and maintain its and their properties, books, contracts, business,
operations, commitments, records, investments and trust operations in
accordance with generally accepted accounting principles to the extent
applicable;

(ii) remain in good standing with all applicable regulatory authorities
and preserve its existing location;

(iii) use its best efforts to retain the services of such of its present
officers and employees that its goodwill and business relationships with
customers and others are not materially and adversely affected;

(iv) maintain any existing insurance covering the performance of its
duties by its directors, officers and employees;

(v) terminate on or before the Closing Date the agreement between the
COMPANY and the Famdehl Group, Inc. dated November 1, 1993, without
obligation or further liability on the part of the COMPANY; and

(vi) consult with FIRST OF AMERICA prior to acquiring any interest in real
property.

(b) From and after the execution and delivery of this Agreement and until
the Effective Date, the COMPANY and, to the extent applicable, the
SHAREHOLDERS will not, without the prior written consent of FIRST OF AMERICA:

(i) amend its Articles of Incorporation or Bylaws;

(ii) issue any shares of the COMPANY'S capital stock or sell any of the
COMPANY Shares or issue or grant any stock options, warrants, rights, calls
or commitments of any character calling for or permitting the issue or sale
of the COMPANY'S capital stock or the COMPANY Shares (or securities
convertible into or exchangeable, with or without additional consideration,
for shares of such capital stock);

(iii) pay or declare any cash dividend or other dividend or distribution
with respect to the COMPANY'S capital stock;

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(iv) increase or reduce the number of shares of the COMPANY'S capital
stock by split-up, reverse split, reclassification, distribution of stock
dividends, or change of par or stated value;

(v) purchase, permit the conversion of or otherwise acquire or transfer
for any consideration any of the COMPANY Shares;

(vi) except as contemplated by Section 4.09 and as required by Section
5.07 of this Agreement, amend or otherwise modify any COMPANY bonus,
pension, profit sharing, retirement, stock or other compensation plan or
enter into any contract of employment with any director, officer, employee
or agent which is not terminable at will without cost or other liability
(other than benefits accrued as of the date of such termination), except as
herein provided and except as may be required by applicable law or
regulation, including revenue laws or regulations;

(vii) mortgage, pledge or subject to any material lien, charge, security
interest, or any of the COMPANY Shares or any of the COMPANY'S assets or
property;

(viii) transfer or lease any of the COMPANY'S assets or property except
in the ordinary course of business;

(ix) transfer or grant any rights of the COMPANY, under any leases,
licenses or agreements, other than in the ordinary course of business;

(x) make or grant any general or individual wage or salary increases for
directors, officers, employees or agents of the COMPANY except for general
salary and wage adjustments now in progress, or as part of the conduct of a
normal salary administration program consistent with past practices;

(xi) make or enter into any COMPANY contract or agreement or incur any
other COMPANY commitment in excess of $20,000.00;

(xii) cancel or compromise any COMPANY debt or claim other than in the
ordinary course of business in an aggregate amount which is not materially
adverse;

(xiii) enter into any transaction, contract or agreement which would
permit the sale of investment or similar products by third parties on
COMPANY premises;

(xiv) invite or initiate or engage in discussions or negotiations for the
acquisition of the COMPANY or the sale of the COMPANY Shares by or to any
person other than FIRST OF AMERICA or its affiliates;

(xv) incur any obligations or liabilities except in the ordinary course of
business; and

(xvi) take any action which constitutes a breach or default of its or
their obligations under this Agreement or which is reasonably likely to
delay or jeopardize the receipt of any of the regulatory approvals required
hereby or is reasonably likely to preclude the transactions contemplated
hereby from qualifying for "pooling of interests" accounting treatment or
cause any of the other conditions set forth in Articles Six, Seven, or Eight
hereof to fail.

5.03 Affiliate Agreements. At or prior to the Effective Date, the COMPANY
shall furnish to FIRST OF AMERICA an agreement in the form set forth in Exhibit
D hereto, executed by the SHAREHOLDERS of the COMPANY.

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5.04 Information, Access Thereto. FIRST OF AMERICA, its representatives and
agents shall, at all times during normal business hours prior to the Effective
Date, have full and continuing access to the employees, facilities, operations,
records and properties of the COMPANY. FIRST OF AMERICA, its representatives
and agents may, prior to the Effective Date, make or cause to be made such
investigation of the operations, records and properties of the COMPANY, and of
its and their financial and legal condition as FIRST OF AMERICA shall deem
necessary or advisable to familiarize itself with such records, properties and
other matters. Upon request, the COMPANY will furnish FIRST OF AMERICA or its
representatives or agents, its and their attorneys' responses to auditors
requests for information and such financial and operating data and other
information requested by FIRST OF AMERICA developed by the COMPANY, its
auditors, accountants or attorneys, and will permit FIRST OF AMERICA, its
representatives or agents to discuss such information directly with any
individual or firm performing legal, auditing or accounting functions for the
COMPANY or the SUBSIDIARIES, and such auditors and accountants shall be
directed to furnish copies of any reports or financial information as developed
to FIRST OF AMERICA or its representatives or agents. FIRST OF AMERICA and
FIRST OF AMERICA'S agents, contractors and environmental consultants shall also
have the right to undertake such environmental investigation and testing as
FIRST OF AMERICA deems necessary or appropriate. FIRST OF AMERICA and FIRST OF
AMERICA'S agents, contractors and environmental consultants shall also have the
right of access to the COMPANY'S records or employees for the purpose of
carrying out necessary investigation and testing. No investigation by FIRST OF
AMERICA shall affect the representations and warranties made by the COMPANY and
the SHAREHOLDERS herein. No investigation or access provided hereunder shall
interfere with the normal operations of the COMPANY.

5.05 Confidentiality. The COMPANY will cause all materials and other
internal, nonpublic financial and business information obtained by it from
FIRST OF AMERICA or any of its affiliates to be treated confidentially
(exercising the same degree of care as it uses to preserve and safeguard its
own confidential information); provided, however, that notwithstanding the
foregoing, nothing contained herein shall prevent or restrict the COMPANY from
making such disclosure thereof as may be required by law in connection with
purchases or sales of securities or as may be required in the performance of
this Agreement. If the transactions contemplated hereby shall not be
consummated, all nonpublic financial statements, documents and material and all
copies thereof shall be returned to FIRST OF AMERICA, or destroyed by the
COMPANY, and shall not be used by the COMPANY or the SHAREHOLDERS in any way
detrimental to FIRST OF AMERICA or any of its affiliates.

5.06 Litigation Matters. The COMPANY will consult with FIRST OF AMERICA
about any proposed settlement or lack thereof of, or any disposition of, any
material litigation matter in which it is or becomes involved.

5.07 COMPANY Plans. Prior to the Effective Date, the Company shall take all
actions that are reasonably requested by First of America to permit First of
America to accomplish its obligations described in Section 4.06, including, not
by way of limitation, a notification to all Money Purchase Plan participants of
the termination of the Money Purchase Plan in advance of the termination date
selected by First of America, as required by ERISA.

ARTICLE SIX

CONDITIONS TO OBLIGATIONS OF EACH OF THE PARTIES

The obligation of each of the parties hereto to consummate the transactions
contemplated by this Agreement are subject to the satisfaction of the following
conditions at or prior to the Effective Date:

6.01 Approval by Affirmative Vote of Shareholders. This Agreement and the
Share Exchange shall have been duly approved, confirmed and ratified by the
affirmative vote of the SHAREHOLDERS.

6.02 Approval by Federal Reserve. Prior approval shall have been received
from the Federal Reserve for the acquisition by FIRST OF AMERICA of the COMPANY
as set forth herein without any conditions which in the reasonable opinion of
FIRST OF AMERICA are materially adverse and such approval shall not have been
withdrawn or stayed.

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6.03 Approval by Banking Department. Prior approval shall have been received
from the Rhode Island Board of the acquisition by FIRST OF AMERICA of the
COMPANY without any conditions which in the reasonable opinion of FIRST OF
AMERICA are materially adverse and such approval shall not have been withdrawn
or stayed.

6.04 Tax Opinion. An opinion shall have been delivered by Howard & Howard
Attorneys, P.C. in form and substance reasonably satisfactory to FIRST OF
AMERICA and the COMPANY and to its counsel, that the transactions contemplated
by the Agreement and the Share Exchange will qualify as a tax-free
reorganization under the Code and, except with regard to cash received in
exchange for fractional shares, that no gain or loss will be recognized by the
SHAREHOLDERS upon receipt of shares of FIRST OF AMERICA Common Stock in
exchange for the COMPANY Shares.

6.05 Registration Statement. The Registration Statement filed by FIRST OF
AMERICA with the SEC with respect to the FIRST OF AMERICA Common Stock to be
issued pursuant to this Agreement shall have become effective and no stop order
proceedings with respect thereto shall be pending or threatened.

6.06 Blue Sky. FIRST OF AMERICA shall have obtained any and all material
Blue Sky permits, authorizations, consents or approvals required for the
issuance of the FIRST OF AMERICA Common Stock.

6.07 Other Approvals. All actions, consents or approvals, governmental or
otherwise, which are, or in the opinion of counsel for FIRST OF AMERICA may be,
necessary to permit or enable it to acquire the COMPANY Shares and to permit
the COMPANY, after the Effective Date, to conduct all or any part of the
business and activity of the COMPANY in the manner in which such activity and
business are now conducted shall have been obtained without any conditions
which in the reasonable opinion of FIRST OF AMERICA are materially adverse, and
shall not have been withdrawn or stayed.

6.08 Orders, Decrees and Judgments. Consummation of the transactions
contemplated by this Agreement shall not violate any order, decree or judgment
of any court or governmental body having competent jurisdiction.

6.09 Consents and Approvals. Any material consents or approvals required to
be secured by either party by the terms of this Agreement or otherwise
reasonably necessary in the opinion of FIRST OF AMERICA to consummate the
transactions contemplated by this Agreement shall have been obtained and shall
be satisfactory to FIRST OF AMERICA.

ARTICLE SEVEN

FURTHER CONDITIONS TO THE OBLIGATIONS OF THE COMPANY

The obligations of the COMPANY and the SHAREHOLDERS to consummate the
transactions contemplated by this Agreement is further subject to the
satisfaction of the following conditions:

7.01 Compliance by FIRST OF AMERICA. (a) All the terms, covenants and
conditions of this Agreement required to be complied with and satisfied by
FIRST OF AMERICA at or prior to the Effective Date shall have been duly
complied with and satisfied in all material respects, and (b) the
representations and warranties made by FIRST OF AMERICA shall be true and
correct in all material respects at and as of the Effective Date, except for
those specifically relating to a time or times other than the Effective Date
(which shall be true and correct in all material respects at such time or
times) and except for changes permitted by this Agreement with the same force
and effect as if made at and as of the Effective Date.

7.02 Accuracy of Financial Statements. The Financial Statements and the
Subsequent Financial Statements heretofore or hereafter furnished by FIRST OF
AMERICA to the COMPANY shall not be inaccurate in any material respect.

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7.03 Sufficiency of Documents. All documents and proceedings of FIRST OF
AMERICA in connection with the Registration Statement, the Prospectus/Proxy
Statement, regulatory filings and the Closing contemplated by this Agreement
shall be reasonably satisfactory to counsel to the COMPANY.

7.04 Opinion of Counsel. There shall have been delivered and addressed to
the COMPANY an opinion of Howard & Howard Attorneys, P.C., legal counsel to
FIRST OF AMERICA, in form and substance reasonably satisfactory to counsel to
the COMPANY, dated as of the Effective Date, as hereinafter defined, to the
effect that:

(a) FIRST OF AMERICA is a corporation duly organized, validly existing and
in good standing under the laws of the State of Michigan;

(b) FIRST OF AMERICA has the corporate power and authority to carry on its
business as now conducted, to own, lease and operate its properties and to
consummate the transactions contemplated by this Agreement;

(c) this Agreement has been duly authorized, executed and delivered by
FIRST OF AMERICA and constitutes the valid and binding obligation of FIRST OF
AMERICA;

(d) as of the close of business on July 31, 1994, the capitalization of
FIRST OF AMERICA was as set forth in Section 2.03 hereof;

(e) all corporate acts and other proceedings required to be taken by or on
the part of FIRST OF AMERICA to consummate the transactions contemplated by
this Agreement have been properly taken; neither the execution and delivery
of this Agreement, nor the consummation of the transactions contemplated
hereby, and with or without the giving of notice or the lapse of time, or
both, will (x) violate any provision of the Articles of Incorporation or
Bylaws of FIRST OF AMERICA, or (y) to the knowledge of such counsel, violate,
conflict with, result in the breach or termination of, constitute a default
under, accelerate the performance required by, or result in the creation of
any material lien, charge or encumbrance upon any of the properties or assets
of FIRST OF AMERICA pursuant to any indenture, mortgage, deed of trust, or
other agreement or instrument to which it is a party or by which it or any of
its properties or assets may be bound, or violate any statute, rule or
regulation applicable to FIRST OF AMERICA which would have a material adverse
effect on FIRST OF AMERICA'S consolidated financial condition, assets,
liabilities or business; to the knowledge of such counsel, all such consents,
approvals, authorizations, orders, registrations or qualifications of or with
any court, regulatory authority or other governmental body required for the
consummation by FIRST OF AMERICA of the transactions contemplated by this
Agreement have been obtained;

(f) the FIRST OF AMERICA Common Stock to be issued in exchange for the
COMPANY Shares has been duly authorized and, when such FIRST OF AMERICA
Common Stock is issued and delivered as contemplated by this Agreement, all
such FIRST OF AMERICA Common Stock will have been validly issued, fully paid
and nonassessable;

(g) the Registration Statement has been declared effective by the SEC or
has become effective and, to the knowledge of such counsel, no stop order
proceedings are pending or threatened with respect thereto by the SEC or
state securities authorities;

(h) except as disclosed in such opinion, to the knowledge of such counsel
there are no actions, suits, proceedings or investigations of any nature
pending or threatened that challenge the validity or propriety of the
transactions contemplated by this Agreement or which seek or threaten to
restrain, enjoin or prohibit or to obtain substantial damages in connection
with the consummation of such transactions; and

(i) the Prospectus/Proxy Statement as of the date thereof and as amended
or supplemented prior to the date of the meeting of the SHAREHOLDERS referred
to in Section 5.01 (except as to financial

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statements and other financial data contained therein, upon which such
counsel need express no opinion) complies as to form in all material respects
with the requirements of the Securities Act and the rules and regulations
thereunder; such counsel has participated in the preparation of the
Prospectus/Proxy Statement, and although such counsel has not independently
verified the information contained therein, nothing has come to the attention
of such counsel to lead such counsel to believe that the Prospectus/Proxy
Statement, as of the date thereof and as amended and supplemented prior to
the date of the meeting of the SHAREHOLDERS referred to in Section 5.01,
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading (except that such
counsel need express no opinion with respect to financial statements and
other financial data contained therein or with respect to matters relating to
the COMPANY or its business, properties, management, or securities), and such
counsel does not know of any contracts or other documents relating to FIRST
OF AMERICA of a character required to be filed with the Prospectus/Proxy
Statement as of such dates, or of any documents, other contracts, statutes or
legal or governmental proceedings relating to FIRST OF AMERICA required to be
described therein which are not filed or described as required.

7.05 Officers' Certificate. FIRST OF AMERICA shall deliver to the COMPANY
and the SHAREHOLDERS a certificate signed by its Chairman and Chief Executive
Officer or President and Chief Operating Officer or by any Executive Vice
President or by its Senior Vice President-Corporate Development and attested to
by its Secretary or Assistant Secretary, dated as of the Effective Date,
certifying to his respective best knowledge and belief, that FIRST OF AMERICA
has met and fully complied with all conditions necessary to make this Agreement
effective as to it. FIRST OF AMERICA shall have delivered all such other
certificates and documents with respect to FIRST OF AMERICA as may reasonably
have been requested by the COMPANY.

7.06 Absence of Certain Changes or Events. From the date hereof to the
Effective Date, there shall be and have been no material adverse change in the
consolidated capitalization, business, properties or financial condition of
FIRST OF AMERICA.

7.07 Consents and Approvals. Any consents or approvals required to be
secured by either party by the terms of this Agreement or otherwise reasonably
necessary in the opinion of the COMPANY to consummate the transactions
contemplated by this Agreement shall have been obtained and shall be
satisfactory to the COMPANY.

7.08 Listing of FIRST OF AMERICA Common Stock. All action reasonably capable
of completion at or before the Effective Date to permit the shares of FIRST OF
AMERICA Common Stock to be issued in the Share Exchange to, immediately
following the Effective Date, be approved for listing on the NYSE as
contemplated by Section 4.03 hereof shall have been completed and nothing shall
have come to the attention of FIRST OF AMERICA, the COMPANY or the SHAREHOLDERS
to cause any of them to reasonably believe that such listing will not occur.

ARTICLE EIGHT

FURTHER CONDITIONS TO THE OBLIGATIONS OF FIRST OF AMERICA

The obligations of FIRST OF AMERICA to consummate the transactions
contemplated by this Agreement is further subject to satisfaction of the
following conditions:

8.01 Compliance by the COMPANY and the SHAREHOLDERS. (a) All the terms,
covenants and conditions of this Agreement required to be complied with and
satisfied by the COMPANY and the SHAREHOLDERS at or prior to the Effective Date
shall have been duly complied with and satisfied in all material respects, and
(b) the representations and warranties made by the COMPANY and the SHAREHOLDERS
shall be true and correct in all material respects at and as of the Effective
Date, except for those specifically relating to a time or times other than the
Effective Date (which shall be true and correct in all material respects at
such time or times) and except for changes permitted by this Agreement with the
same force and effect as if made at and as of the Effective Date.

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8.02 Accuracy of Financial Statements. The COMPANY Financial Statements,
COMPANY Schedules and Subsequent COMPANY Financial Statements heretofore or
hereafter furnished to FIRST OF AMERICA shall not be inaccurate in any material
respect.

8.03 Sufficiency of Documents, Proceedings. All documents delivered by and
proceedings of the COMPANY in connection with the transactions contemplated by
this Agreement shall be reasonably satisfactory to Howard & Howard, Attorneys,
P.C.

8.04 Opinion of Counsel. There shall have been delivered to FIRST OF AMERICA
an opinion of Goldenberg & Muri, legal counsel to the COMPANY and the
SHAREHOLDERS, in form and substance reasonably satisfactory to Howard & Howard
Attorneys, P.C., dated as of the Effective Date, to the effect that:

(a) the COMPANY is duly incorporated, validly existing and in good
standing under the laws of the State of Rhode Island as a trust company
without authority to make loans or accept deposits;

(b) the COMPANY has the corporate power and authority to carry on its
business as it is now conducted and to own, lease and operate its properties
and to consummate the transactions contemplated by this Agreement;

(c) this Agreement has been duly authorized, executed and delivered and
has been approved by the SHAREHOLDERS and constitutes the valid and binding
obligation of the COMPANY and the SHAREHOLDERS;

(d) the authorized capitalization of the COMPANY is as set forth in
Section 3.03 hereof and the SHAREHOLDERS hold the COMPANY Shares in the
manner set forth in COMPANY Schedule 3.15;

(e) all corporate acts and other proceedings required to be taken by or on
the part of the COMPANY and the SHAREHOLDERS, including the approval of this
Agreement and the Share Exchange by the SHAREHOLDERS, to consummate the
transactions contemplated by this Agreement have been properly taken; neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby and thereby, with or without the giving of
notice or the lapse of time, or both, will (i) violate any provision of the
Articles of Incorporation or Bylaws of the COMPANY; or (ii) to the knowledge
of such counsel, violate, conflict with, result in the material breach or
termination of, constitute a material default under, accelerate the
performance required by, or result in the creation of any material lien,
charge or encumbrance upon any of the properties or assets of the COMPANY or
the SHAREHOLDERS pursuant to any indenture, mortgage, deed of trust, or other
agreement or instrument to which the COMPANY or the SHAREHOLDERS is a party
or by which it or any of their properties or assets may be bound, or violate
any statute, rule or regulation applicable to the COMPANY or the SHAREHOLDERS
which would have a material adverse effect on the financial condition,
assets, liabilities or business of the COMPANY; to the knowledge of such
counsel, all such consents, approvals, authorizations, orders, registrations
or qualifications of or with any court, regulatory authority or other
governmental body required for the consummation by the COMPANY or the
SHAREHOLDERS of the transactions contemplated by this Agreement have been
obtained;

(f) to the knowledge of such counsel, since June 30, 1994, neither the
COMPANY nor the SHAREHOLDERS have granted any options, warrants, calls,
agreements or commitments of any character relating to any of the COMPANY
Shares or other capital stock or equity securities of the COMPANY nor have
the COMPANY or the SHAREHOLDERS granted any rights to purchase or otherwise
acquire from the COMPANY or the SHAREHOLDERS any of the COMPANY Shares or
other capital stock or other equity securities of the COMPANY;

(g) except as disclosed in such opinion, to the knowledge of such counsel
there are no actions, suits, proceedings or investigations of any nature
pending or threatened that challenge the validity or legality of the
transactions contemplated by this Agreement or which seek or threaten to
restrain, enjoin or prohibit (or obtain substantial damages in connection
with) the consummation of such transactions; and

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(h) except as disclosed in said opinion, such counsel does not know of any
litigation, appraisal or other proceeding or governmental investigation
pending or threatened against or relating to the business or property of the
COMPANY or the SHAREHOLDERS which would have a materially adverse effect on
the financial condition of the COMPANY, or of any legal impediment to the
continued operation of the properties and business of the COMPANY and the
SHAREHOLDERS in the ordinary course after the consummation of the
transactions contemplated by this Agreement.

8.05 Certificates. The COMPANY and the SHAREHOLDERS shall each deliver to
FIRST OF AMERICA a certificate signed by each SHAREHOLDER and the COMPANY'S
Chairman and Chief Executive Officer and attested to by its Secretary, dated
the Effective Date, certifying to their best knowledge and belief that the
COMPANY and the SHAREHOLDERS, respectively, have met and fully complied with
all conditions necessary to make this Agreement effective as to the COMPANY and
the SHAREHOLDERS. The COMPANY and the SHAREHOLDERS shall have delivered all
such other certificates and documents with respect to the COMPANY as may
reasonably have been requested by FIRST OF AMERICA.

8.06 Absence of Certain Changes or Events. Excluding the payments
contemplated by Section 3.11, from the date hereof to the Effective Date, there
shall be and have been no material adverse change in the capitalization or in
the business, properties or condition, financial or otherwise, of the COMPANY
and as of the close of business on the day prior to the Effective Date, the
outstanding customer accounts of the COMPANY shall be sufficient, in the
reasonable judgment of FIRST OF AMERICA, to generate annual revenues including
brokerage fees and mutual fund revenues to FIRST OF AMERICA and its affiliates
of not less than Three Million Five Hundred Thousand and NO/100 Dollars
($3,500,000.00).

8.07 Litigation. Neither the COMPANY nor the SHAREHOLDERS shall be made a
party to, or threatened by, any actions, suits, proceedings, litigation or
legal proceedings which, in the reasonable opinion of FIRST OF AMERICA, have or
are likely to have a material adverse effect on the assets, properties,
business, operations or condition, financial or otherwise, of the COMPANY nor
shall any director or officer or employee or former director or officer or
employee of the COMPANY be made a party to, or threatened by, any actions,
suits, proceedings, litigation or legal proceedings relating to their
performance or nonperformance of their legal or fiduciary duties as directors
and officers of the COMPANY which in the reasonable opinion of FIRST OF AMERICA
is likely to have a material adverse effect on the COMPANY. No action, suit,
proceeding or claim shall have been instituted, made or threatened by any
person relating to the validity or propriety of the transactions contemplated
by this Agreement which would make consummation of the transactions inadvisable
in the reasonable opinion of FIRST OF AMERICA.

8.08 Pooling of Interests. First of America shall have received an opinion,
dated as of the Effective Date, from KPMG Peat Marwick that the transactions
contemplated hereby shall be accounted for as a pooling of interests.

ARTICLE NINE

ABANDONMENT; AMENDMENT AND WAIVER

9.01 Abandonment. This Agreement may be terminated and abandoned at any time
prior to the Effective Date (whether before or after approval of this Agreement
by the SHAREHOLDERS):

(a) by written agreement among FIRST OF AMERICA and the COMPANY and the
SHAREHOLDERS;

(b) by either FIRST OF AMERICA or the COMPANY and the SHAREHOLDERS if
adversely affected and if any of the conditions set forth in Article Six
hereof shall not have been fulfilled and shall not have been waived pursuant
to Section 10.01 (b) hereof or shall become impossible of fulfillment;

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(c) by the COMPANY and the SHAREHOLDERS if any of the conditions set forth
in Article Seven hereof shall not have been fulfilled and shall not have been
waived pursuant to Section 10.01 (b) hereof or shall become impossible of
fulfillment;

(d) by FIRST OF AMERICA if any of the conditions set forth in Article
Eight hereof shall not have been fulfilled and shall have not been waived
pursuant to Section 10.01 (b) hereof or shall become impossible of
fulfillment;

(e) by either FIRST OF AMERICA or the COMPANY and the SHAREHOLDERS in the
event of a material breach by the opposite party of any representation,
warranty, covenant or agreement contained herein which has not been
materially cured within thirty (30) days after written notice of such breach
has been given to the party causing such breach;

(f) by either FIRST OF AMERICA or the COMPANY and the SHAREHOLDERS in the
event the Share Exchange is not consummated on or before April 30, 1995; or

(g) by the COMPANY and the SHAREHOLDERS in the event that the Average
Price is less than $29.375.

9.02 Effect of Abandonment. In the event this Agreement is terminated and
abandoned as provided in Section 9.01, this Agreement shall become void and
of no further force and effect without any liability on the part of the
terminating party or parties or their respective shareholders, directors or
officers; provided, however, that (i) Section 4.04, Section 5.05, Section 11.06
and Section 11.14 of this Agreement shall survive any such abandonment and (ii)
a termination pursuant to Section 9.01 shall not relieve a party for a willful
breach of any covenant, undertaking, representation or warranty giving rise to
such termination. In the event of termination and abandonment of this
Agreement and as provided in Section 9.01, written notice thereof and the
reasons therefor shall be given to the other parties by the terminating party.

ARTICLE TEN

MODIFICATIONS, AMENDMENTS AND WAIVER

10.01 Modifications, Amendments and Waiver. At any time prior to the
Effective Date and before or after SHAREHOLDERS' approval of this Agreement,
FIRST OF AMERICA, the COMPANY and the SHAREHOLDERS may, (a) by written
agreement extend the time for the performance of any of the obligations or
other acts of the parties hereto, (b) by written notice of the party adversely
affected waive compliance in whole or in part with any of the covenants,
agreements or conditions contained in this Agreement, or (c) by written
agreement make any other amendment or modification of this Agreement. Any such
extension, waiver, amendment or modification shall be conclusively evidenced by
the execution and delivery of the same by each of the SHAREHOLDERS,
individually, by the Chairman and Chief Executive Officer, the President and
Chief Operating Officer, or any Executive Vice President or the Senior Vice
President-Corporate Development in the case of FIRST OF AMERICA or the Chairman
and Chief Executive Officer in the case of the COMPANY. The failure of any
party at any time or times to require performance of any provision hereof shall
in no manner affect such party's right at a later time to enforce the same. No
waiver by any party of any condition or of the breach of any term contained in
this Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed to be or construed as a further or continuing waiver of any
such condition or a waiver of any other condition or of the breach of any other
term of this Agreement.

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ARTICLE ELEVEN

MISCELLANEOUS

11.01 Closing. A closing (the "Closing") of the transactions provided for
herein shall take place at the offices of the COMPANY in Providence, Rhode
Island on the last business day of the month in which all of the approvals
required hereby become effective and on which all required waiting period shall
have expired, or on such other day and at such other place as the parties may
agree (the "Closing Date"). In the event the Closing does not take place on
the date referred to in the preceding sentence because any condition to the
obligations of any party under this Agreement is not met on that date, the
other parties to this Agreement may postpone the Closing to any designated
subsequent business day by giving the nonperforming party to this Agreement
notice of the postponed date. At the Closing the parties will exchange the
certificates, opinions, and other documents called for herein. Subject to the
terms and conditions hereof, consummation of the transactions contemplated
hereby in the manner described herein shall be accomplished as soon as
practicable after the exchange of the documents at the Closing has been
completed.

11.02 Procurement of Approvals. FIRST OF AMERICA, the SHAREHOLDERS and the
COMPANY shall each use its best efforts to proceed as expeditiously as possible
and cooperate fully in the procurement of any required consents and approvals
and in the taking of any other action, and the satisfaction of all other
requirements prescribed by law or otherwise, necessary for the consummation of
the transactions contemplated hereby on the terms provided herein, including,
without being limited to, preparation by FIRST OF AMERICA and submission of any
required application for prior approval of the Federal Reserve, an application
for prior approval of the Rhode Island Board, preparation by FIRST OF AMERICA
and submission under the Securities Act of the Registration Statement, the
preparation of the Prospectus/Proxy Statement by the COMPANY and FIRST OF
AMERICA and the distribution of the Prospectus/Proxy Statement by the COMPANY.

11.03 Further Acts. Each of the parties (a) shall perform such further acts
and execute such further documents as may be reasonably required to effect the
transactions contemplated hereby; and (b) shall use all reasonable efforts to
satisfy or obtain the satisfaction of the conditions set forth in Articles Six,
Seven and Eight hereof.

11.04 Notices. All documents, notices, requests, demands and other
communications that are required or permitted to be delivered or given under
this Agreement shall be in writing and shall be deemed to have been duly
delivered or given upon the delivery or mailing thereof, as the case may be, if
delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid:

(a) if to the COMPANY or the SHAREHOLDERS, to:

NEW ENGLAND TRUST COMPANY
144 Westminster Street
Providence, Rhode Island 02903

ATTENTION: Devon W. Deyhle
Ernest R. Famiglietti
Ruth K. Mullen
with a copy to:

GOLDENBERG & MURI
15 Westminster Street
Providence, Rhode Island 02903

ATTENTION: Michael R. Goldenberg

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(b) and if to FIRST OF AMERICA to:

FIRST OF AMERICA BANK CORPORATION
211 South Rose Street
Kalamazoo, Michigan 49007

ATTENTION: Mr. John B. Rapp
Executive Vice President

with a copy to:

HOWARD & HOWARD ATTORNEYS, P.C.
Suite 400
107 West Michigan Avenue
Kalamazoo, Michigan 49007

ATTENTION: Joseph B. Hemker, Esq.

or to such other person or address as a party hereto shall specify hereunder.

11.05 Expenses. The COMPANY and FIRST OF AMERICA shall each pay all of
their own fees and expenses (with FIRST OF AMERICA being responsible for the
fees associated with the preparation and filing of the Registration Statement
and the Prospectus/Proxy Statement (other than the fees and expenses of the
COMPANY relating to its attorneys, accountants and the like)), incident to the
negotiation, preparation, execution and performance of this Agreement,
shareholders' meetings, including the fees and expenses of their own counsel,
accountants, investment bankers and other experts, whether or not the
transactions contemplated by this Agreement are consummated. FIRST OF AMERICA
and the COMPANY each agree to indemnify and hold the other harmless, and their
respective shareholders, officers, directors and employees, against and in
respect of any and all claims made by, and losses incurred with respect to,
third parties that arise out of or are based upon any misrepresentation or
breach by the indemnifying party of any representation, warranty or covenant
contained herein, including but not limited to, damages, judgments,
settlements, attorneys' fees and costs; provided, however, that neither FIRST
OF AMERICA nor the COMPANY shall be held liable for false statements made in
the Prospectus/Proxy Statement, Registration Statement or any application filed
in connection with this Agreement to the extent such false statement was based
upon information provided in writing by the other.

11.06 Discussions With Other Banks, Bank Holding Companies and Bank-Related
Businesses. FIRST OF AMERICA now or in the future may be discussing possible
affiliation with other banks, savings associations, or bank holding companies
or bank-related businesses, but such discussions, if any, are preliminary in
nature and there can be no assurance at this time that agreements for
affiliation will be reached, or if reached, will be consummated. However, it
is agreed that additional banks, savings associations, bank holding companies
or bank-related businesses as now or hereafter approved by the Federal Reserve
may become affiliated with FIRST OF AMERICA prior to, concurrently with, or
after the date hereof, on such terms as FIRST OF AMERICA and any such other
bank, savings association, bank holding company or bank-related business may in
their discretion agree. It is further agreed that FIRST OF AMERICA and its
subsidiaries, its pending subsidiaries, and future subsidiaries may engage in
any activities permitted to be performed by bank holding companies, banks, or
bank-related businesses and that FIRST OF AMERICA may merge or consolidate any
or all of its subsidiaries, banks, or any or all of its bank-related
businesses, as FIRST OF AMERICA may deem desirable or appropriate.

11.07 Entire Agreement. This Agreement, the Exhibits and the COMPANY
Schedules constitute the entire agreement and understanding of the parties with
respect to the transactions contemplated hereby and thereby, supersede any and
all prior agreements and understandings relating to the subject matter hereof
and thereof and may not be modified, amended or terminated except in writing
signed by each of the parties hereto.

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11.08 Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Michigan.

11.09 Binding Effect and Parties in Interest. This Agreement may not be
assigned by any party hereto without the written consent of the other parties.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Nothing
in this Agreement, express or implied, is intended to confer upon any other
person any rights or remedies of any nature whatsoever under or by reason of
this Agreement otherwise than as specifically provided herein.

11.10 Captions. The caption headings of the Articles, Sections and
subsections of this Agreement are for convenience of reference only and are not
intended to be, and should not be construed as, a part of this Agreement.

11.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original instrument and
all of which together shall constitute a single agreement.

11.12 Public Announcement. No party shall issue any press release or make
any other public announcement relating to the subject matter of this Agreement
without the written approval of the other parties; provided, however, that any
party may make any public disclosure it believes in good faith is required by
law or regulation upon advice of its counsel (in which case the disclosing
party shall attempt to advise the other parties prior to making any
disclosure).

11.13 Limitation. Notwithstanding anything to the contrary in this
Agreement, except for claims of FIRST OF AMERICA based upon misrepresentations
or omissions made by a SHAREHOLDER intentionally or with reckless disregard for
the truth thereof, a SHAREHOLDER'S liability to FIRST OF AMERICA based upon
breach of any representation or warranty by such SHAREHOLDER under this
Agreement shall be limited to the value, determined as of the Closing Date, of
the shares of FIRST OF AMERICA Stock received by such individual SHAREHOLDER
under Article One hereof.

11.14 Severability Clause. If any provision of this Agreement shall be held
invalid, the remainder shall nevertheless, be deemed valid and effective.

11.15 Identification. This Agreement may be identified by date of execution
of the last to sign of FIRST OF AMERICA, the COMPANY and the SHAREHOLDERS.

IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date set forth hereafter.

NEW ENGLAND TRUST COMPANY

By:
Ernest R. Famiglietti
Chairman and Chief Executive Officer

Dated: September 14, 1994 Attest:______________________________

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FIRST OF AMERICA BANK CORPORATION

By: ________________________
John B. Rapp
Executive Vice President

Dated: September 14, 1994

Dated: September 14, 1994 ________________________________
Devon W. Deyhle

Dated: September 14, 1994 ________________________________
Ernest R. Famiglietti

Dated: September 14, 1994 ________________________________
Ruth K. Mullen

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EXHIBIT A

EMPLOYMENT AGREEMENT

This Agreement effective as of , 1994 (the "Effective
Date") between NEW ENGLAND TRUST COMPANY, a Rhode Island Corporation located at
144 Westminster Street, Providence, Rhode Island (the "Company") and
DEVON W. DEYHLE
whose residence address is
#3 Jonathan's Landing
Moultonborough, New Hampshire 03226
and whose mailing address is:
Box 1482
Center Harbor, New Hampshire 03226
(the "Officer")

W I T N E S S E T H

WHEREAS, the Officer is currently employed by the Company as an
officer of the Company with the title at the Effective Date of this Agreement
as set forth in Annex 1; and

WHEREAS, the Company wishes to attract and retain highly qualified
executives and to achieve this goal it is in the best interests of the Company
to secure the continued services of the Officer;

NOW, THEREFORE, the Company and the Officer agree as follows:

SECTION 1
EMPLOYMENT

1.1 TERM. Except as otherwise provided herein, the Company shall
employ the Officer and the Officer shall remain in employment with the Company
for a period of five (5) years from the Effective Date of this Agreement (the
"Term") unless terminated prior to the expiration of the Term pursuant to
Section 2.

1.2 COMPENSATION.

(A) BASE SALARY. As compensation for services provided
to the Company by the Officer pursuant to this Agreement, the Company
shall pay the Officer the annual salary set forth in Annex 1.

(B) INCENTIVE COMPENSATION. Subject to the provisions of
Section 2 hereof, the Officer shall also be entitled to incentive
compensation which shall be paid annually within seventy-five (75)
days of the end of each calendar year during the Term according to the
following formula:

There shall each calendar year be established a bonus pool
(the "Bonus Pool") which, in the aggregate, will equal seventeen
percent (17%) of the annual gross trust, investment management and
investment advisory revenues of the Company and its affiliates,
including brokerage fees and mutual fund revenue and administrative
and record keeping fees, generated by the operations of the Company
which are attributable to the business or customers of the Company on
the Effective Date of this Agreement or which derive directly from the
collective or individual efforts of the Officer, Ernest R. Famiglietti
("Famiglietti") and Ruth K. Mullen ("Mullen") during the Term hereof.
The Officer shall be entitled to 50% percent of the first $260,000.00
of the Bonus Pool. To the extent the Bonus Pool exceeds $260,000.00,
but does not exceed $350,000.00, the Officer shall not receive any
portion of such excess amount. To the extent the Bonus Pool exceeds
$350,000.00 but does not exceed $530,000.00, the Officer shall be
entitled to receive 50% of the amount by which the Bonus Pool exceeds
$350,000.00. To the

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extent the Bonus Pool exceeds $530,000.00, the Officer shall be
entitled to receive thirty-three and one-third (33-1/3%) percent of
the amount by which the Bonus Pool is greater than $530,000.00. In
the event that, prior to the expiration of the Term, Famiglietti's or
Mullen's employment with the Company shall terminate for any
reason, then the Officer shall, for each calendar year of the Term
thereafter, be entitled to receive, in addition to the incentive
compensation otherwise provided herein, an amount which shall equal
twenty-five (25%) percent of the incentive compensation such departed
employee would have earned for such year had such departed employee
remained in the employ of the Company. Such bonus payment shall be
prorated for any partial year.

(C) BENEFITS. The Officer shall also be eligible to
actively participate in other compensation and benefit plans generally
available to executive employees of the Company of like grade and
salary excluding other cash incentive compensation programs of the
Company and its affiliates but including retirement plans, group life,
disability, accidental death and dismemberment, travel and accident,
and health and dental insurance plans, stock option plans, deferred
compensation plans, supplemental retirement plans and excess benefit
plans. Such other compensation and benefit plans are hereinafter
referred to collectively as the "Compensation and Benefit Plans". The
Officer's participation in stock option plans, if any, shall be
calculated as though the Officer's base salary throughout the term is
$125,000.00 per year. Except to the extent that includible
compensation may be limited by applicable law, the Officer's
compensation for purposes of calculating benefits under retirement
plans, deferred compensation plans, supplemental retirement plans and
excess benefit plans shall be the aggregate of the Officer's annual
compensation under Section 1.2(a) and 1.2(b). A list and a brief
description of the Compensation and Benefit Plans is attached hereto
as Annex 2.

(D) EXPENSES. To the extent not otherwise paid by the
Company, the Company will reimburse the Officer for reasonable and
necessary expenses incurred in conducting and promoting the business
of the Company and its affiliates. The Company shall also either (i)
furnish for the Officer's use throughout the Term an automobile
comparable to the automobile presently being driven by the Officer; or
(ii) at any time during the Term transfer ownership to the Officer of
the Company-owned automobile then being used by the Officer.

1.3 DUTIES. The Officer shall perform such duties and functions
as are assigned to him by the bylaws of the Company, as amended or restated,
the Board of Directors of the Company, or by a duly authorized committee of the
Board of Directors of the Company, or by an officer of more senior rank than
the Officer. The Officer shall perform his duties and functions in a manner
that is consistent with the best interest of the Company and its shareholders.
The Company acknowledges that Officer has heretofore performed and may continue
to perform a portion of his duties to the Company away from the premises of the
Company.

1.4 DUTY OF LOYALTY. The Officer shall work full-time for the
Company only, provided that:

(a) he may also engage in charitable, civic and other
similar activities;

(b) he may also manage his personal investments directly
or with other investors through privately held corporations or
partnerships ; and

(c) with the consent of the Board of Directors of the
Company, he may serve as a director of a business organization not
competing with the Company.

1.5 DUTY NOT TO DISCLOSE CONFIDENTIAL INFORMATION. The Officer
acknowledges that his relationship with the Company is one of high trust and
confidence and that he has access to Confidential Information (as hereinafter
defined) of the Company. The Officer shall not, directly or indirectly,
communicate, deliver, exhibit or provide any Confidential Information to any
person, firm, partnership, corporation, organization or entity, except as
required in the normal course of the Officer's duties. The duties contained in
the paragraph shall be binding upon the Officer during the time that he is
employed by the Company and following the termination of such employment. Such
duties will not apply to any such Confidential Information which is or becomes
in the public

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<PAGE> 100
domain through no action on the part of the Officer, is generally disclosed to
third parties by the Company without restriction on such third parties, or is
approved for release by written authorization of the Board of Directors of the
Company. The term "Confidential Information" shall mean any and all
confidential, proprietary, or secret information relating to the Company's
business, services, customers, business operations, or activities and any and
all trade secrets, products, methods of conducting business, information,
skills, knowledge, ideas, know-how or devices used in, developed by, or
pertaining to the Company's business and not generally known, in whole or in
part, in any trade or industry in which the Company is engaged. The Officer
agrees that this Section 1.5 shall survive the Term of this Agreement or any
termination of this Agreement pursuant to Section 2 or otherwise.

SECTION 2
TERMINATION

2.1 TERMINATION OF AGREEMENT. Unless sooner terminated in
accordance with the terms of this Section 2, this Agreement shall terminate at
the expiration of the Term, and all obligations hereunder shall terminate
except as specifically set forth in Section 1.5, and Section 3, and except as
otherwise expressly set forth herein. The Officer may, with the consent of the
Company, continue in the employ of the Company after the expiration of the Term
on such terms and conditions as may be agreed upon by the Company and the
Officer.

2.2 TERMINATION BY THE OFFICER. The Officer may terminate this
Agreement at any time upon sixty (60) days advance written notice. In the
event that the Officer terminates employment with the Company, the Officer
shall have no further obligation to the Company hereunder following the
effective date of such termination, except the duty to not disclose
Confidential Information in accordance with Section 1.5 and the Covenant Not To
Compete in accordance with Section 3; provided that the Company shall pay to
the Officer the salary payments described in Section 1.2(a) that the Officer
had earned as of the date of such termination and, in the event the Officer
terminates such employment for "Good Reason," the Company shall: (i) for the
remainder of the Term pay to the Officer the salary payments under Section
1.2(a); (ii) pay to the Officer prorated incentive compensation described in
Section 1.2(b) that the Officer had earned as of the date of such termination;
(iii) pay fifty (50%) of the incentive compensation under Section 1.2(b) from
and after the date of termination; and (iv) permit the Officer to continue
active participation in employee benefit plans, in accordance with the
Company's severance policy in effect of the date of such termination, except
that Employee shall be eligible to participate in the Company's then-applicable
dental and health plans during the remainder of the Term as though he had
remained in the employ of the Company throughout the Term.

For purposes of this Agreement, the term "Good Reason" means (w) a
material change in the Officer's authority or duties; (x) a reduction in or
failure to pay the Officer's compensation under Section 1.2; (y) a change in
the Officer's principal place of employment without his consent to a place
outside of the State of Rhode Island; or (z) a transfer of more than 50% of the
ownership or voting control of the Company whether by merger, sale of stock or
otherwise to any person or entity other than First of America Bank Corporation
or one of its direct or indirect subsidiaries; provided, however, that a change
of control of First of America Bank Corporation shall not constitute such a
transfer of ownership.

2.3 DEATH. In the event the Officer's employment with the Company
is terminated due to the Officer's death, the Company shall have no further
obligation to the Officer, his heirs or legatees hereunder from the date of
such termination, except for the following:

(i) Pay to the Officer's surviving spouse or other
designated beneficiary the salary payments described in
Section 1.2(a) that the Officer had earned as of the date of
his death and such salary payments the Officer would have
earned pursuant to Section 1.2(a) in the event that the
Officer has remained in the employ of the Company for ninety
(90) days after the date of his death; and

(ii) cause life insurance benefits, in addition to
those payable by reason of the Officer's participation in the
Compensation and Benefit plans described in Section 1.2(c) to
be paid to the

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Officer's surviving spouse or other designated beneficiary (which
designation may be irrevocable) which shall be equal to the following:

(a) $954,360 if the Officer shall die
during the first year of the Term;

(b) $829,718 if the Officer shall die
during the second year of the Term;

(d) $491,511 if the Officer shall die
during the fourth year of the term; or

(e) $267,879 if the Officer shall die
during the fifth year of the Term.

2.4 DISABILITY. In the event the Officer's employment with the
Company is terminated due to the Officer's permanent disability, the Company
shall have no further obligation to the Officer, hereunder from the date of
such termination, except for the following:

(i) for a period of six (6) months from the date
salary continuation payments under the Company's short term
disability policy cease, the Company shall pay to the Officer
the salary payments described in Section 1.2(a), less the
amount of any benefits received by the Officer during such
period from the Company's long-term disability plan;

(ii) pay to the Officer prorated incentive
compensation payments described in Section 1.2(b) that the
Officer had earned as of the date of such permanent
disability;

(iii) for the remainder of the Term following such
permanent disability, pay to the Officer fifty (50%) percent
of the incentive compensation under Section 1.2(b); and

(iv) for a period of one (1) year from the date of
the Officer's permanent disability, provide benefits to the
Officer under the Company's then-applicable dental and health
plans.

For purposes of this Agreement, the term "permanent disability" means
a physical or mental condition of the Officer which:

(a) has continued uninterrupted for six (6) months;

(b) is expected to continue indefinitely; and

(c) is determined by the Company to render the Officer
incapable of adequately performing his duties under Section 1.3 of
this Agreement.

2.5 TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may
terminate this Agreement without cause by providing notice to the Officer,
which notice may be provided as late as the effective date of such termination.
In such event, the Officer shall have no further obligation to the Company
hereunder, except the duty to not disclose Confidential Information in
accordance with Section 1.5, and the Covenant Not To Compete in accordance with
Section 3. The Company shall have no further obligation to the Officer
hereunder from the date of such termination except that the Company shall: (a)
for the remainder of the Term pay to the Officer the salary payments described
in Section 1.2(a); (b) pay to the Officer prorated incentive compensation
payments described in Section 1.2(b) that the Officer had earned as of the date
of such termination; (c) pay fifty (50%) percent of the incentive compensation
under Section 1.2(b) from and after the date of termination; and (d) permit the
Officer to continue active participation in employee benefit plans, in
accordance with the Company's severance program in effect of the date of such
termination, except that Employee shall be eligible to participate in the
Company's then-applicable dental and health plans during the remainder of the
Term as though he had remained in the employ of the Company throughout the
Term.

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2.6 TERMINATION BY THE COMPANY WITH CAUSE. The Company may
terminate this Agreement by providing the Officer with notice, which notice may
be provided as late as the effective date of such termination, that his
employment is being terminated for "Cause." The term "Cause" shall apply if
the Officer:

(a) commits misconduct or dishonesty resulting in
substantial injury to the interests of the Company; or

(b) willfully and materially breaches this Agreement
unless such breach is cured to the satisfaction of the Company within
10 days after notice thereof is given to the Officer.

In such event, the Company will have no further obligation to the
Officer under the Agreement from the date of such termination,except to pay the
Officer the salary payments described in Section 1.2(a) that the Officer has
earned as of the date of such termination.

SECTION 3
COVENANT NOT TO COMPETE

3.1. COVENANT NOT TO COMPETE. As a material inducement to sign
this Agreement, the Officer agrees that until the earlier of the end of the
Term or two (2) years after the termination of his employment hereunder, he
will not Compete (as hereinafter defined) with the Company; provided, however,
that notwithstanding the foregoing, in the event that during the final year of
the Term, the Officer terminates his employment hereunder without Good Reason
or the Company terminates his employment with Cause, the Officer agrees that he
will not compete with the Company for a period of one (1) year from the date of
such termination of employment.

3.2. COVENANT NOT TO SOLICIT OR SERVICE. The parties recognize that
the Company has spent significant amounts of time and money developing the
goodwill of current and prospective Customers, as that term is hereinafter
defined, and that information about Customers is not available to the general
public or the Company's ordinary employees, and that the Officer has access to
such information. The parties also acknowledge that many of the Customers do
not have an advertised place of business, the Company's competitors could not
obtain such information without substantial efforts, and the Company's business
would be irreparably and greatly damaged by the use of this information other
than for its benefit. Therefore, as a material inducement to signing this
Agreement, the Officer will not solicit or do business with, or attempt to
solicit or do business with, any of the Customers except on the Company's
behalf.

3.2. ENFORCEABILITY. If any court shall determine that the
duration or geographical limit of any restriction contained in this Section 3
is unenforceable under applicable law, this Section 3 shall not thereby be
terminated, but shall be deemed amended to the extent required to render it
valid and enforceable, such amendment to apply only with respect to the
operation of this Section 3 in the jurisdiction of the Court that has made such
determination.

3.3. SPECIFIC PERFORMANCE. Upon a breach or threatened breach by
the Officer of Section 3.1 or Section 3.2, the Company may apply to any court
of competent jurisdiction for an injunctive order prohibiting such breach and
the Company may institute and maintain a proceeding, without bond, against the
Officer to compel the specific performance of Section 3.1 or Section 3.2. The
Officer hereby waives the claim or defense that an adequate remedy at law
exists and shall not urge in any such action or proceeding the claim or defense
that such remedy at law exists. The remedy of specific performance shall not
be exclusive and shall be in addition to all other remedies that the Company
may have.

3.4 DEFINITIONS.

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the ownership, operation or control of any business so engaged,
including competing as a proprietor, partner, investor, stockholder,
director, officer, employee, consultant, independent contractor, or
otherwise, within a geographic area anywhere within the United States
of America.

(B) "CUSTOMER." A "Customer" of the Company is any
person for whom it has performed or attempted to perform services or
sold or attempted to sell any product or service, whether or not for
compensation, and regardless of the date of such rendition, sale, or
attempted rendition or sale. A list of the Company's current
Customers is included as Annex 3 hereto. Such list shall be
maintained and updated from time to time and approved quarterly by the
Board of Directors of the Company and all parties agree and
acknowledge that such list, as amended from time to time, is true and
accurate, but that it is not necessarily a complete list of the
Customers and that the restrictions in this Section 3 shall apply to
all of the Customers and not merely to those listed on such schedule.

SECTION 4
MISCELLANEOUS

4.1 OFFICER'S RIGHT TO PURCHASE INSURANCE CONTRACTS. On the
Effective Date of this Agreement the Officer may at his option purchase any
insurance contract in existence between New England Trust Company and
Confederation Life entered into prior to the Effective Date which designates
the Officer as the insured (except any group term life policy or any term life
policy that is supplemental to any group term life policy). The purchase price
for the insurance contract to be paid to the Company by the Officer shall be
equal to greater of the total value at which such insurance is carried on the
books of the Company on the Effective Date of this Agreement or the cash
surrender value of such insurance contract on such date.

4.2 LEGAL FEES AND COSTS. If any legal action or proceeding is
brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with this
Agreement, the successful or prevailing party in such action shall be entitled
to recover reasonable attorneys' fees and costs connected with such action or
proceeding in addition to all other recovery or relief.

4.3 ASSIGNMENT OF OFFICER'S RIGHTS. The Officer may not assign,
pledge or otherwise transfer any of the benefits of this Agreement either
before or after termination of employment, and any purported assignment,
pledge or transfer of any payment to be made by the Company hereunder shall be
void and of no effect. No payment to be made to the Officer hereunder shall be
subject to the claims of creditors of the Officer.

4.4 AGREEMENTS BINDING ON SUCCESSORS. This Agreement shall be
binding and inure to the benefit of the parties hereto and their respective
successors, assigns, personal representatives, heirs, legatees and
beneficiaries.

4.5 NOTICES. Any notice required or desired to be given under
this Agreement shall be deemed given if in writing and sent by first class mail
to the Officer or the Company at his or its address as set forth above, or to
such other address of which either the Officer or the Company shall notify the
other in writing.

4.6 WAIVER OF BREACH. The waiver by either party of a breach of
any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either the Officer or the Company.

4.7 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties. It may be modified only by an agreement in writing
signed by the party against whom enforcement of any change or amendment is
sought.

4.8 SEVERABILITY OF PROVISIONS. If for any reason any paragraph,
term or provision of this Agreement is held to be invalid or unenforceable, all
other valid provisions herein shall remain in full force and effect and all
paragraphs, terms and provisions of this Agreement shall be deemed to be
severable in nature.

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4.9 GOVERNING LAW. This Agreement is made in, and shall be
governed by, the laws of the State of Michigan.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.

-------------------------
Officer

NEW ENGLAND TRUST COMPANY
Attest:

---------------------
By:
- -----------------------
Secretary

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ANNEX 1 TO
EMPLOYMENT AGREEMENT BETWEEN
NEW ENGLAND TRUST COMPANY AND

DEVON W. DEYHLE

Officer's Title: President and Chief Financial Officer

Officer's Salary: $211,200

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ANNEX 2 TO
EMPLOYMENT AGREEMENT BETWEEN
NEW ENGLAND TRUST COMPANY AND

DEVON W. DEYHLE

Attached

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<PAGE> 107
09/12/94

SUMMARY OF FIRST OF AMERICA BENEFIT PLANS
FOR NEW ENGLAND TRUST COMPANY EMPLOYMENT AGREEMENTS

First of America Bank Corporation
Reserve Plus Retirement Savings Plan

The Reserve Plus Savings Plan is a qualified 401(k) savings plan which provides
voluntary salary deferral opportunities up to a maximum 15% of eligible
compensation, subject to the Internal Revenue Service (IRS) maximum annual
deferral limit. The Company matches the first 1% to 4% of participant
contributions at a rate of 33-1/3%, and deferrals of 5% receive a 50% Company
matching contribution. Vesting in the Company matching contribution accrues at
a rate of 25% per year with full vesting after four years of service.
Participants have a choice of six investment options, including Company stock.
Highly compensated employees are limited to a maximum 5% base salary deferral
under this Plan.

First of America Bank Corporation
Supplemental Savings Plan

The Supplemental Savings Plan is a non-qualified, unfunded deferred
compensation plan designed to offer a select group of management an opportunity
to defer compensation in excess of the applicable IRS maximum limit in a manner
similar to the qualified savings plan. Participants may defer from 1% to 45% of
base salary, and by separate election, up to 100% of certain annual incentive
compensation under this plan. The Company matching contribution, vesting, and
investment features mirror the qualified 401(k) savings plan. The expected cost
of the Reserve Plus Plan and the Supplemental Savings Plan on a consolidated
basis is 2.5% of the first 5% of base salary deferred.

First of America Bank Corporation
Employee's Retirement Plan

The FOABC Employee's Retirement Plan is a tax qualified defined benefit pension
plan which applies to all salaried employees after one year of continuous
service. The applicable benefit formula is 70% of the employee's final average
earnings minus 50% of the employee's estimated primary Social Security benefit
multiplied by the ratio of the employee's years of benefit service with First
of America following the merger with New England Trust Co. (maximum of 35
years) divided by 35 years. Final average earnings will be determined based
only on compensation earned following the merger date. Vesting is based on a
five year cliff vesting schedule. Prior service with New England Trust will be
credited for plan eligibility and vesting purposes but not for benefit service
accrual. Retirement benefits under the Plan are determined using W-2
compensation subject to the IRS Section 401(a)(17) limitations on the maximum
compensation to be recognized under tax qualified plans. The maximum benefit
payable by the Plan is also restricted by the maximum benefit limitations under
Section 415 of the IRS tax regulations. The estimated cost of the FOABC
Retirement Plan is expected to be 7-8% of the maximum compensation amount which
is $150,000 for 1994.

First of America Bank Corporation
Excess Benefit Plan

The Excess Benefit Plan is an unfunded, nonqualified excess benefit retirement
plan which supplements retirement benefits of participants whose retirement
benefits are reduced under the FOABC Employee's Retirement Plan due to the
maximum benefit limitation under Section 415 of the IRS tax code. The excess
benefit amount provided by this Plan represents the difference between the
reduced pension benefit payable under the qualified pension plan and the full
benefit under the qualified plan benefit formula without regard to the IRS
maximum benefit limitation.

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<PAGE> 108
First of America Bank Corporation
Supplemental Retirement Plan

The Supplemental Retirement Plan is an unfunded, nonqualified retirement plan
which supplements the retirement benefits of participants whose benefits are
reduced under the FOABC Retirement Plan as a result of the employee's
participation under the Supplemental Savings Plan and the reduction in the W-2
compensation which would otherwise be recognized under the qualified pension
plan for benefit determination purposes. The Plan also supplements the
retirement benefits of participants whose pension benefits are reduced under
the FOABC Retirement Plan due to the maximum compensation limits under Section
401(a)(17) of the IRS tax regulations. The supplemental benefit provided by
this Plan represents the amount by which the retirement benefit under the FOABC
Employee's Retirement Plan is reduced by the reduction in compensation
resulting from compensation deferrals under the Supplemental Savings Plan and
the maximum compensation limits under the qualified pension plan.

The intention of the Excess Benefit and Supplemental Retirement Plans is to
provide aggregate pension benefits between all three retirement plans which are
equivalent to the retirement benefit which would otherwise be provided under
the benefit formula of the FOABC Employee's Retirement Plan except for the
limitations on the maximum permissible benefit payable under the qualified
pension plan and compensation which can be recognized under the qualified
pension plan. Retirement benefits under the Excess Benefit and Supplemental
Retirement Plans for the principals of the New England Trust Company will be
determined using the base salaries and incentive compensation payable under
terms of the employment agreements. The cost of the Supplemental Retirement
Plan will depend upon the compensation amount deferred under the Supplemental
Savings Plan. The consolidated cost of the Excess Benefit and Supplemental
Retirement Plans is estimated to be 10-12% of the compensation includable under
these Plans.

First of America Bank Corporation
Stock Option Plan

The Stock Option Plan is a nonqualified option program. Nonqualified stock
options to purchase FOA common stock are granted at an option price equal to or
greater than the current market price of FOA common stock at the option date.
Options are granted for a ten-year term and vest at the rate of 33-1/3% per
year following each grant. Stock Options are normally granted in October each
year. The options granted are determined under a grant allocation formula using
base salary only, a target grant allocation factor, and the market price of the
common shares at the grant date.

Option grants under the New England Trust Company employment agreements will be
determined by base salaries ranging between $100,000 and $125,000 per year and
a grant allocation factor of 30% for the duration of the term of the employment
agreements. The potential appreciation value of a single stock option grant of
1,000 shares at the exercise price of $37.00 per share based on a assumed rate
of return of 5% over the full ten-year option term is estimated at $23,270.

First of America Bank Corporation
Employee's Health Care Plan

The Medical Plan is a modified comprehensive, indemnity type health care
reimbursement plan with managed care features. The plan covers most reasonable
and customary medical expenses on an 80%/20% co-payment basis. The annual
deductible payment is $150.00 per person with a family maximum of $450.00. The
individual out-of-pocket maximum is $700 per year with a family stop loss limit
of $2,100.

The current 1994 medical premium rates are as follows:

<TABLE>
<CAPTION>
Annual Annual Total
Employer Employee Annual
Contribution Contribution Premium
------------ ------------ -------
<S> <C> <C> <C>
Single Coverage $1,116 $ 408 $1,524
Family Coverage $3,852 $1,140 $4,992
</TABLE>

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<PAGE> 109

First of America Bank Corporation
Employee's Dental Care Plan

The Dental Plan is a modified comprehensive, indemnity type dental coverage.
The Plan covers $100% of most diagnostic and preventative services and the
co-payment for other services is 50% of eligible dental expenses. The annual
deductible payment is $25.00 per person with a family maximum of $75.00. The
annual maximum benefit is $1,000 for all dental services except for orthodontic
services. Orthodontic services are subject to a separate lifetime deductible of
$25.00 per person and a lifetime maximum orthodontic benefit of $1,000 per
person. Only children are eligible for orthodontic benefits.

The current 1994 dental premium rates are as follows:

<TABLE>
<CAPTION>
Annual Annual Total
Employer Employee Annual
Contribution Contribution Premium
------------ ------------ -------
<S> <C> <C> <C>
Single Coverage $ 48.00 $123.24 $171.24
Family Coverage $144.00 $398.40 $542.40
</TABLE>

First of America Bank Corporation
Employee's Life and Accidental Death
and Dismemberment Insurance Plan

The Life Insurance Plan provides term life and accidental death and
dismemberment insurance coverage equal to two times base salary only on a
noncontributory basis. Accidental death and dismemberment insurance benefits
are dependent on the extent of the loss under a schedule of benefits and are
payable in addition to the life insurance benefit. Supplemental life insurance
coverage for the employee, spouse, and eligible children may be purchased on an
optional basis.

First of America Bank Corporation
Employee's Business Travel Accident
Insurance Plan

The Travel Accident Plan provides accidental death and dismemberment insurance
coverage to employees for death or dismemberment while traveling on Company
approved business or resulting from a criminal act of violence on Company
property. The maximum benefit coverage is $200,000 due to the death of a
full-time employee. The employer pays the full cost of this plan and the annual
premium is negligible.

First of America Bank Corporation
Employee's Long-Term Disability Insurance Plan

The Long-term Disability Insurance Plan provides disability income benefits
equal to 60% of base salary to a maximum monthly benefit of $10,000 in the
event of total and permanent disability. There is a benefit elimination period
of 180 consecutive days of disability. Long-term disability insurance benefits
are reduced by all other sources of disability income which may be payable,
such as Social Security, Worker's Compensation, and retirement benefits. The
Company pays the entire cost of the LTD coverage and the annual insurance
premium amounts to approximately 0.25% of base salary to the covered limit of
$200,000.

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<PAGE> 110
ANNEX 3 TO
EMPLOYMENT AGREEMENT BETWEEN
NEW ENGLAND TRUST COMPANY AND

DEVON W. DEYHLE

NAME OF CUSTOMER ANNUAL REVENUE

[TO BE COMPLETED UPON EXECUTION]

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<PAGE> 111
EXHIBIT B

EMPLOYMENT AGREEMENT

ERNEST R. FAMIGLIETTI
whose residence address is
#30 Jonathan's Landing
Moultonborough, New Hampshire 03226
and whose mailing address is:
Box 1482
Center Harbor, New Hampshire 03226
(the "Officer")

W I T N E S S E T H

WHEREAS, the Officer is currently employed by the Company as an
officer of the Company with the title at the Effective Date of this Agreement
as set forth in Annex 1; and

WHEREAS, the Company wishes to attract and retain highly qualified
executives and to achieve this goal it is in the best interests of the Company
to secure the continued services of the Officer;

NOW, THEREFORE, the Company and the Officer agree as follows:

SECTION 1
EMPLOYMENT

1.2 COMPENSATION.

(A) BASE SALARY. As compensation for services provided
to the Company by the Officer pursuant to this Agreement, the Company
shall pay the Officer the annual salary set forth in Annex 1.

There shall each calendar year be established a bonus pool
(the "Bonus Pool") which, in the aggregate, will equal seventeen
percent (17%) of the annual gross trust, investment management and
investment advisory revenues of the Company and its affiliates,
including brokerage fees and mutual fund revenue and administrative
and record keeping fees, generated by the operations of the Company
which are attributable to the business or customers of the Company on
the Effective Date of this Agreement or which derive directly from the
collective or individual efforts of the Officer, Devon W. Deyhle
("Deyhle") and Ruth K. Mullen ("Mullen") during the Term hereof. The
Officer shall be entitled to 50% percent of the first $260,000.00 of
the Bonus Pool. To the extent the Bonus Pool exceeds $260,000.00, but
does not exceed $350,000.00, the Officer shall not receive any portion
of such excess amount. To the extent the Bonus Pool exceeds
$350,000.00 but does not exceed $530,000.00, the Officer shall be
entitled to receive

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<PAGE> 112
50% of the amount by which the Bonus Pool exceeds $350,000.00. To the
extent the Bonus Pool exceeds $530,000.00, the Officer shall be
entitled to receive thirty-three and one-third (33 1/3%) percent of
the amount by which the Bonus Pool is greater than $530,000.00. In
the event that, prior to the expiration of the Term, Deyhle's or
Mullen's employment with the Company shall terminate for any
reason,then the Officer shall, for each calendar year of the Term
thereafter, be entitled to receive, in addition to the incentive
compensation otherwise provided herein, an amount which shall equal
twenty-five (25%) percent of the incentive compensation such departed
employee would have earned for such year had such departed employee
remained in the employ of the Company.

Such bonus payment shall be prorated for any partial year.

1.4 DUTY OF LOYALTY. The Officer shall work full-time for the
Company only, provided that:

(a) he may also engage in charitable, civic and other
similar activities;

(b) he may also manage his personal investments directly
or with other investors through privately held corporations or
partnerships; and

(c) with the consent of the Board of Directors of the
Company, he may serve as a director of a business organization not
competing with the Company.

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<PAGE> 113
upon the Officer during the time that he is employed by the Company and
following the termination of such employment. Such duties will not apply to
any such Confidential Information which is or becomes in the public domain
through no action on the part of the Officer, is generally disclosed to third
parties by the Company without restriction on such third parties, or is
approved for release by written authorization of the Board of Directors of the
Company. The term "Confidential Information" shall mean any and all
confidential, proprietary, or secret information relating to the Company's
business, services, customers, business operations, or activities and any and
all trade secrets, products, methods of conducting business, information,
skills, knowledge, ideas, know-how or devices used in, developed by, or
pertaining to the Company's business and not generally known, in whole or in
part, in any trade or industry in which the Company is engaged. The Officer
agrees that this Section 1.5 shall survive the Term of this Agreement or any
termination of this Agreement pursuant to Section 2 or otherwise.

SECTION 2
TERMINATION

(i) Pay to the Officer's surviving spouse or
other designated beneficiary the salary payments described in
Section 1.2(a) that the Officer had earned as of the date of
his death and such salary payments the Officer would have
earned pursuant to Section 1.2(a) in the event that the
Officer has remained in the employ of the Company for ninety
(90) days after the date of his death; and

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<PAGE> 114
(ii) cause life insurance benefits, in addition to
those payable by reason of the Officer's participation in the
Compensation and Benefit plans described in Section 1.2(c) to
be paid to the Officer's surviving spouse or other designated
beneficiary (which designation may be irrevocable) which shall
be equal to the following: