FIRST OF AMERICA BANK CORP /MI/, 424B3, 1994-09-14

FIRST OF AMERICA BANK CORP /MI/
424B3, 1994-09-14
NATIONAL COMMERCIAL BANKS

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[PRESIDENTIAL HOLDING CORPORATION LETTERHEAD]

September 14, 1994

Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders of
Presidential Holding Corporation ("Presidential"), to be held at the offices of
Presidential located at 5250 17th Street, Suite 205, Sarasota, Florida 34235,
on October 13, 1994 at 9:00 a.m. local time.

The purpose of the meeting is to consider and vote upon approval of an
Agreement and Plan of Reorganization under which Presidential will merge with a
wholly owned subsidiary of First of America Bank Corporation of Kalamazoo,
Michigan. If the proposed merger is consummated, shares of Presidential Common
Stock will be converted into shares of First of America Common Stock as
described in the accompanying Prospectus/Proxy Statement.

Your Board of Directors believes that the proposed merger is in the best
interest of Presidential and its shareholder and has unanimously approved the
proposed merger. Attached are a Notice of the meeting and a Prospectus/Proxy
Statement containing information about the proposed merger and First of America
Bank Corporation. Whether or not you plan to attend the meeting, please mark,
sign, date and promptly return the enclosed proxy.

THE BOARD OF DIRECTORS OF PRESIDENTIAL UNANIMOUSLY
RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED MERGER.

Very truly yours,

Ronald K. Drews
President and CEO
<PAGE> 2

PRESIDENTIAL HOLDING CORPORATION
5250 17th Street
Suite 205
Sarasota, Florida 34235

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD OCTOBER 13, 1994

A Special Meeting of Shareholders of Presidential Holding Corporation
("Presidential") will be held at the offices of Presidential located at 5250
17th Street, Suite 205, Sarasota, Florida 34235, on October 13, 1994 at 9:00
a.m. local time, for the following purposes:

(1) voting upon the Agreement and Plan of Reorganization, dated as of June
28, 1994, among First of America Bank Corporation, First of America Acquisition
Company and Presidential ("the Merger Agreement") as described in the
accompanying Prospectus/Proxy Statement; and

(2) transacting such other business as properly may come before the
meeting or any adjournment thereof.

Notice is also given that under the Florida Business Corporation Act (the
"Florida Act"), holders of Presidential Common Stock have the right to dissent
from approval of the Merger Agreement and demand cash payment for their shares
if they comply with applicable provisions of the Florida Act. These provisions
are described under the caption "The Merger -- Rights of Dissenting
Shareholders" in the accompanying Prospectus/Proxy Statement and are set forth
in full in Exhibit B thereto.

Only holders of record of Presidential Common Stock at the close of
business on September 8, 1994, are entitled to notice of and to vote at the
meeting.

In order to assure that your shares will be represented and voted at the
meeting, please mark, sign and date the enclosed proxy, and mail it in the
return envelope provided.

Dated: September 14, 1994

By order of the Board of Directors

Ronald K. Drews
President and CEO
<PAGE> 3
PROSPECTUS/PROXY STATEMENT

FIRST OF AMERICA Presidential Holding Corporation
BANK CORPORATION 5250 17th Street
211 South Rose Street Suite 205
Kalamazoo, Michigan 49007 Sarasota, Florida 34235
(616) 376-9000 (813) 379-1200

PROSPECTUS PROXY STATEMENT
Up to 704,515 Shares of for the Special Meeting
First of America Bank Corporation of Shareholders
Common Stock to be held October 13, 1994

This Prospectus/Proxy Statement is a proxy statement furnished at the
direction of the Board of Directors of Presidential Holding Corporation
("Presidential") in connection with the solicitation of proxies from its
shareholders to be voted at the Special Meeting of Shareholders of Presidential
to be held on October 13, 1994 (the "Special Meeting"), and at any adjournment
thereof, for the purpose of considering and voting upon approval of the
Agreement and Plan of Reorganization dated as of June 28, 1994, among First of
America Bank Corporation ("First of America"), First of America Acquisition
Company ("Acquisition Sub") and Presidential the "Merger Agreement"). This
Prospectus/Proxy Statement is first being released to the Presidential
shareholder on or about September 14, 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 holder of the Common Stock of Presidential,
$.01 par value ("Presidential Common Stock") in connection with the proposed
merger of Presidential into Acquisition Sub (the "Merger"). If the Merger
Agreement is approved by the requisite vote of Presidential shareholders and
if, following satisfaction of certain conditions, the Merger is consummated,
issued and outstanding shares of Presidential Common Stock will be converted
into and exchanged for shares of First of America Common Stock as described
herein and in the Merger 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 September 9, 1994.
<PAGE> 4
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 Merger. 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 and June 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 RICHARD K. MCCORD,
SENIOR VICE PRESIDENT, 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 OCTOBER 6, 1994.

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TABLE OF CONTENTS

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SUMMARY OF THE PROSPECTUS/PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Consideration to be Received in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Interests of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Market for First of America and Presidential Common Stock . . . . . . . . . . . . . . . . . . . . . . . vi
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Recommendation of Presidential Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Other Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Termination, Modification, Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix

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

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

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF PRESIDENTIAL COMMON
STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Parties to the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Reasons for Merger and Affiliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consideration to be Received in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Interests of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendation of Presidential Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Business of Presidential Pending the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Termination, Modification, Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Effectiveness of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Surrender of Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Resale of the First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

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<TABLE>
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DESCRIPTION AND COMPARISON OF
FIRST OF AMERICA CAPITAL STOCK AND PRESIDENTIAL CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . 13
First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
First of America Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
First of America Shareholder Rights Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Presidential Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Presidential Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

COMPARISON OF CERTAIN PROVISIONS OF FIRST OF AMERICA'S ARTICLES OF
INCORPORATION AND BYLAWS AND PRESIDENTIAL'S ARTICLES OF INCORPORATION AND BYLAWS . . . . . . . . . . . . . . . . 15
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Action By Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Supermajority Approval of Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Amendment or Repeal of Certain Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Other Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Overall Comparison and Effects of First of America Provisions . . . . . . . . . . . . . . . . .. . . . 17

COMPARISON OF THE MICHIGAN BUSINESS CORPORATION ACT
AND THE FLORIDA BUSINESS CORPORATION ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Supermajority Voting Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Transactions with Interested Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Control Share Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

INFORMATION ABOUT FIRST OF AMERICA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

INFORMATION ABOUT PRESIDENTIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 . . . . . . . . . . . . . . . . . . . . . . . . . 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,
FOR THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

REGULATION OF FIRST OF AMERICA AND PRESIDENTIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Bank Holding Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Savings and Loan Holding Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Savings Associations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Prompt Corrective Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Standards for Safety and Soundness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Other Limitations Based on Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Audit and Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Reserve Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Deposit Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Dividend Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Monetary Policy and Economic Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

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<TABLE>
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OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Sources of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF PRESIDENTIAL HOLDING
CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

EXHIBIT A
Agreement and Plan of Reorganization among First of America Bank Corporation, First of America
Acquisition Company and Presidential Holding Corporation, dated as of June 28, 1994 . . . . . . . . . . . A-1

EXHIBIT B
Section 607.1301, 607.1302 and 607.1320 of the Florida Business Corporation Act . . . . . . . . . . . . B-1
</TABLE>

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SUMMARY OF THE PROSPECTUS/PROXY STATEMENT

This Prospectus/Proxy Statement contains information about the Special
Meeting, the Merger, First of America Common Stock, Presidential Common Stock,
First of America and Presidential. 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 registered 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 June 30,
1994, it owned 20 insured financial institutions located in Michigan, Illinois,
Indiana and Florida (the "FOA Banks"). At June 30, 1994, the consolidated
assets of First of America totaled $23.1 billion. See "Information About
First of America."

Acquisition Sub is a Florida corporation wholly owned by First of
America. Its sole purpose is to facilitate First of America's acquisition of
Presidential through the Merger.

Presidential is a Florida corporation and a registered savings
association holding company under HOLA. Its corporate headquarters are located
at 5250 17th Street, Suite 205, Sarasota, Florida 34235. Its telephone number
is (813) 379-1200. Presidential owns 100 percent of the stock of and operates
Presidential Bank, F.S.B., Sarasota, Florida ("Presidential Bank"), a federally
chartered stock savings association. At June 30, 1994, Presidential's
consolidated assets totaled $232 million. See "Information About
Presidential."

THE MERGER. The Merger Agreement provides for the merger of
Presidential into Acquisition Sub, with Acquisition Sub designated as the
surviving corporation. On the effective date of the Merger, First of America
will continue its existing business, Presidential will be merged into
Acquisition Sub and cease to exist, and Acquisition Sub will continue to be a
wholly owned subsidiary of First of America. The Merger Agreement also
provides that immediately following effectiveness of the Merger, Presidential
Bank will be merged with First of America Bank - Florida, F.S.B. ("First of
America-Florida"), an existing savings bank subsidiary of First of America (the
"Bank Merger"). The main office and the branch facilities of Presidential Bank
will be maintained as branch facilities of First of America-Florida. See "The
Merger--Merger."

BACKGROUND OF THE MERGER. Presidential, through its financial
advisor, Sandler O'Neill & Partners, L.P. ("Sandler"), solicited and received
indications of interest concerning the acquisition of Presidential from First
of America and other financial institution holding companies. After consulting
with Sandler and legal counsel, Presidential negotiated the proposed Merger
Agreement with First of America. Following an in-depth analysis, review and
discussion of such agreement by and among Sandler, Presidential's legal counsel
and its board of directors, including Sandler's advice that the Merger
Agreement was fair, from a financial point of view, to the holder of
Presidential Common Stock, the board of directors of Presidential unanimously
voted to accept the Merger Agreement proposed by First of America. See "The
Merger-- Background of the Merger, Fairness Opinion to Presidential."

CONSIDERATION TO BE RECEIVED IN THE MERGER. The Merger Agreement
provides that upon effectiveness of the Merger, each issued and outstanding
share of Presidential 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 $33.25 (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 business day prior to the effectiveness
of the Merger (the "Average Closing Price") (the quotient of the Exchange Price
divided by the Average Closing Price is referred to as the "Exchange Ratio");
provided, however, the Exchange Ratio will not be below .8375 or above .9837.

v
<PAGE> 9
The Exchange Ratio was determined through the parties' negotiation of
the Merger Agreement (see "The Merger--Background of the Merger"). These terms
reflect First of America's and Presidential's judgments as to the value of the
shares of Presidential 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 Presidential have certain interests in the Merger that
are in addition to their interests as stockholders of Presidential generally.
These interests include, among others, provisions in the Merger Agreement
relating to indemnification and severance arrangements. The amounts to be
received by the various executive officers and directors of Presidential
pursuant to the foregoing arrangement are described in greater detail under
"The Merger--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 arrearages 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 Presidential 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. Presidential's
Articles of Incorporation and Bylaws generally do not contain provisions that
may have similar anti-takeover effects, and Presidential does not have a
shareholder rights plan. See "Comparison of Certain Provisions of First of
America's Articles of Incorporation and Bylaws and Presidential's Articles of
Incorporation and Bylaws" and "Description and Comparison of First of America
Capital Stock and Presidential Capital Stock--First of America Shareholder
Rights Plan."

MARKET FOR FIRST OF AMERICA AND PRESIDENTIAL 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 June 30,
1994 were $36.125, $35.625 and $35.875, respectively. On June 28, 1994 the last
full trading day before public announcement of the Merger, the high, low, and
closing sales prices were $36.00, $35.625 and $35.75, respectively.

To the knowledge of Presidential's management, there is no established
trading market for Presidential Common Stock and no sales of Presidential
Common Stock occurred in 1993 and 1994. See "Description and Comparison of
First of America Capital Stock and Presidential Capital Stock--First of America
Common Stock,--Presidential Common Stock."

SHAREHOLDER APPROVAL. At the Special Meeting, Presidential shareholders
will vote on approval of the Merger Agreement. Under the Florida Business
Corporation Act, as amended (the "Florida Act"), and under Presidential's
Articles of Incorporation, the affirmative vote of holders of a majority of the
outstanding shares of Presidential Common Stock entitled to vote is required
for approval of the Merger Agreement. At September 8, 1994, the record date
for the Special Meeting, there were 716,188 shares of Presidential Common Stock
outstanding and entitled to vote at the Special Meeting. Therefore, the
affirmative vote of holders of at least 358,095 shares of Presidential Common
Stock is required for approval of the Merger Agreement. As of September 8,

vi
<PAGE> 10
1994, Edward W. Cook, the Chairman of the Board of Presidential, beneficially
owned 716,188 shares of Presidential Common Stock (or 100 percent of the
outstanding shares). See "The Merger--Shareholder Approval." None of First of
America's executive officers or directors own any shares of Presidential Common
Stock.

RECOMMENDATION OF PRESIDENTIAL BOARD OF DIRECTORS. The Board of
Directors of Presidential has unanimously approved the Merger Agreement and
unanimously recommends that shareholders vote for approval of the Merger
Agreement. See "The Merger--Recommendation of Presidential Directors."

RIGHTS OF DISSENTING SHAREHOLDERS. Any holder of Presidential Common
Stock who, before shareholders vote on approval of the Merger Agreement,
delivers to Presidential written demand for cash payment for his or her shares
and who does not vote in favor of approval of the Merger Agreement, will have
the right to such payment in the event the Merger is consummated, provided that
the shareholder complies with the applicable provisions of the Florida Act. A
shareholder exercising dissenter rights under the Florida Act may receive
consideration for his or her Presidential Common Stock more than, the same as,
or less than the consideration which would be received in the Merger. A copy
of those provisions is attached as Exhibit B to the Prospectus/Proxy Statement.
See "The Merger--Rights of Dissenting Shareholders."

FEDERAL INCOME TAX CONSEQUENCES. The Merger Agreement provides, as a
condition to the parties' obligations to consummate the Merger, that the
parties shall have received an opinion from counsel to First of America that
the Merger will qualify as a tax-free reorganization under the Internal Revenue
Code of 1986, as amended ("the Code"), and, except with respect to any cash
received in lieu of fractional shares or for shares of Presidential Common
Stock with respect to which dissenters' rights have been exercised, no gain or
loss will be recognized by the holders of Presidential Common Stock upon
receipt of shares of First of America Common Stock in exchange for their
shares. See "The Merger--Federal Income Tax Consequences."

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

OTHER CONDITIONS. Under the Merger Agreement, consummation of the
Merger 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 Merger--Conditions
to the Merger, Business of Presidential Pending the Merger."

vii
<PAGE> 11
America and Presidential. However, after approval of the Merger Agreement by
Presidential shareholders, any such waiver shall be made by Presidential only
if, in the opinion of the appropriate officers or directors of Presidential,
such waiver will not have any material adverse affect on the benefits intended
under the Merger Agreement for the shareholders of Presidential and will not
require resolicitation of any proxies for such shareholders.

viii
<PAGE> 12
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
($ in millions, except per share data) June 30, December 31,
------------------- ------------------------------------------------
FIRST OF AMERICA BANK CORPORATION 1994 1993 1993 1992 1991 1990 1989
--------------------------------- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET SUMMARY AT PERIOD END
Investment securities:
Held to Maturity $ 3,114 4,619 1,857 3,490 4,261 3,775 3,604
Available for sale 2,951 - 3,261 - - - -
Held for sale - 418 - 1,137 - - -
Net loans 15,015 13,705 14,205 13,579 13,053 11,091 9,824
Total assets 23,077 20,480 21,230 20,147 19,470 16,790 15,507
Deposits 19,122 17,874 18,244 18,036 17,483 15,016 13,828
Long-term debt 411 272 254 254 260 180 171
Total shareholders' equity 1,522 1,412 1,523 1,335 1,267 1,176 1,118
Book value per common share - primary 25.71 23.41 25.60 22.12 20.58 18.97 17.52

SUMMARY OF OPERATIONS FOR THE PERIOD(a)
Net interest income $ 462 448 902 875 751 679 641
Provision for loan losses 43 44 85 79 71 45 44
Net income 112 118 247 148 159 155 152
Net income applicable to common stock 112 115 241 135 144 138 133
Net income per common share:
Primary 1.86 2.00 4.20 2.46 2.69 2.62 2.52
Fully diluted 1.86 1.98 4.14 2.46 2.69 2.62 2.52
Cash dividends declared per common share 0.80 0.75 1.55 1.34 1.24 1.15 1.08

June 30, September 30,
------------------- ----------------------------------------------
PRESIDENTIAL HOLDING CORPORATION 1994 1993 1993 1992 1991 1990 1989
--------------------------------- ---- ---- ---- ---- ---- ---- ----
BALANCE SHEET SUMMARY AT PERIOD END
Securities 31 9 7 5 2 - -
Net loans 186 173 178 152 145 164 163
Total assets 232 196 202 169 169 187 192
Deposits 195 158 170 135 152 169 173
Total shareholders' equity 10 9 9 8 7 8 5
Book value per common share 13.55 12.64 12.61 11.20 10.21 10.97 6.59

SUMMARY OF OPERATIONS FOR THE PERIOD(b)
Net interest income 5 5 6 6 5 5 4
Net income (loss) 1 1 1 1 (1) - (4)
Net Income per common share 1.00 1.44 1.41 .99 (.76) .52 (5.60)
Cash dividends declared per common share - - - - - - -
</TABLE>
_____________________________________
(a) The interim period presented is for the six months ended June 30.
(b) The interim period presented is for the nine months ended June 30.

ix
<PAGE> 13
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
Presidential giving effect to the Merger using the pooling-of-interests method
of accounting. Pro forma financial presentations provide information on the
impact of the Merger 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 Merger had been consummated in the past or what may be
attained in the future.

First of America's fiscal year ends December 31 and Presidential's
fiscal year ends September 30. In the following table, Presidential's
financial data is presented consistent with the fiscal year of First of
America. Presidential's book value is as of December 31, 1993 and June 30,
1994, and net income and dividend data reflect results for the periods
indicated in the following table. 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 Presidential included
herein.

<TABLE>
<CAPTION>
Presidential
First of America First of America Presidential Pro Forma
Historical Pro Forma (a) Historical Equivalent (b)
---------- ------------- ---------- --------------
<S> <C> <C> <C> <C>
Book value:
December 31, 1993 $25.60 25.58 13.10 23.30
June 30, 1994 25.71 25.60 13.55 23.31

Cash dividends declared per share:
Year ended December 31, 1991 1.24 1.24 - 1.13
Year ended December 31, 1992 1.34 1.34 - 1.22
Year ended December 31, 1993 1.55 1.55 - 1.41
Six months ended June 30, 1994 0.80 .80 - 0.73

Net income per share - primary:
Year ended December 31, 1991 2.69 2.64 (0.36) 2.40
Year ended December 31, 1992 2.46 2.45 1.07 2.23
Year ended December 31, 1993 4.20 4.17 1.45 3.79
Six months ended June 30, 1994 1.86 1.86 0.50 1.69

Net income per share - fully diluted:
Year ended December 31, 1991 2.69 2.64 (0.36) 2.41
Year ended December 31, 1992 2.46 2.47 1.07 2.25
Year ended December 31, 1993 4.14 4.10 1.45 3.74
Six months ended June 30, 1994 1.86 1.86 0.50 1.69

Market value per common share:(c)
June 28, 1994 35.75 35.75 n/a 32.55
September 9, 1994 36.50 36.50 n/a 33.24
</TABLE>

NOTES TO PER SHARE DATA

xi
<PAGE> 14
(a) Pro forma amounts per share assume that Presidential Common Stock will be
converted and exchanged for First of America Common Stock based on an
Exchange Ratio of .9106, 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 .9106, which is
the mid-point of the range of the Exchange Ratio. See "The
Merger--Consideration to be Received on the Merger."

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

<TABLE>
<CAPTION>
Maximum Minimum
Exchange Ratio Exchange Ratio
.9837 .8375
----------------- ----------------
<S> <C> <C>
Pro forma book value:
December 31, 1993 $ 25.17 21.43
June 30, 1994 25.18 21.44

Pro forma cash dividends declared:
Year ended December 31, 1991 1.22 1.04
Year ended December 31, 1992 1.32 1.12
Year ended December 31, 1993 1.52 1.30
Six months ended June 30, 1994 0.79 0.67

Pro forma fully diluted earnings per
share:
Year ended December 31, 1991 2.60 2.22
Year ended December 31, 1992 2.43 2.07
Year ended December 31, 1993 4.04 3.44
Six months ended June 30, 1994 1.83 1.56
</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 Presidential Common Stock.

xii
<PAGE> 15
THE SPECIAL MEETING, PROXIES, VOTING, AND CERTAIN SHAREHOLDERS

THE SPECIAL MEETING. The Special Meeting will be held at the offices of
Presidential, located at 5250 17th Street, Suite 205, Sarasota, Florida, on
October 13, 1994, at 9:00 a.m. local time. Holders of Presidential Common
Stock will vote on approval of the Merger Agreement.

PROXIES. Proxies are solicited on behalf of the Board of Directors of
Presidential in connection with the Special Meeting and any adjournment
thereof. Shares of Presidential 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 Merger 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 Presidential and its shareholders. A
shareholder may revoke his or her proxy by executing and delivering to
Presidential a proxy bearing a later date, by giving Presidential 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 Presidential. Proxies may be solicited by mail, in
person, or by telephone by directors, officers or regular employees of
Presidential and Presidential Bank. 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 September 8, 1994. At the close of business on that date, there were 716,188
shares of Presidential Common Stock outstanding and entitled to vote at the
Special Meeting. Each share of Presidential Common Stock is entitled to one
vote except as described below. The favorable vote of the holders of at least
358,095 shares of Presidential Common Stock is required for approval. See "The
Merger - Shareholder Approval."

The presence, in person or by proxy, of a majority of the outstanding
shares of Presidential 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 Presidential 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 Merger Agreement. Once a quorum is established, approval of the Merger
Agreement requires the affirmative vote of holders of a majority of the
outstanding shares of Presidential Common Sock. Therefore, for voting
purposes, abstentions will have the same effect as votes against the Merger.

CERTAIN SHAREHOLDERS. The following table presents information about the
shares of Presidential Common Stock held as of September 8, 1994 by the
person known by Presidential to be the beneficial owner of more than five
percent (5%) of the outstanding Presidential Common Stock, each director of
Presidential, and all directors and officers of Presidential as a group based
on information supplied by such persons.

1
<PAGE> 16
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF PRESIDENTIAL COMMON STOCK

<TABLE>
<CAPTION>
Shares of
Presidential
Common Stock Percent of
Name and Address of Beneficial Owners; Beneficially Common
Names of Directors and Executive Officers Owned Stock
- ------------------------------------------- ------------- -----------
<S> <C> <C>
Edward W. Cook 716,188 100%
340 Royal Palm Way
Palm Beach, FL 33480
Chairman of the Board

Ronald K. Drews --- ---
Director, President and
Chief Executive Officer

Donald M. Farr --- ---
Director, Executive Vice President and
Chief Financial Officer

Edward L. Kalin --- ---
Director

Wade D. Key --- ---
Director

Gerald L. Pennington --- ---
Director

T. Raymond Suplee --- ---
Director

Thomas P. Spatola --- ---
Senior Vice President

Joanne R. Gianforte --- ---
Secretary

Stock Ownership of directors and
executive officers as a group (8 persons) 716,188 100%
</TABLE>

2
<PAGE> 17
THE MERGER

GENERAL. The following is a summary of the material features of the Merger
Agreement and the Merger. The Merger Agreement contains all the terms of and
conditions to consummation of the Merger including the manner and basis for
converting and exchanging the outstanding shares of Presidential Common Stock
into and for First of America Common Stock. This description of the Merger and
the Merger Agreement and all other references herein are qualified in their
entirety by provisions of the Merger 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 MERGER 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 June 30, 1994, its consolidated assets totaled $23.1 billion.

Acquisition Sub is a Florida corporation wholly owned by First of America.
Its sole purpose is to facilitate First of America's acquisition of
Presidential.

Presidential is a Florida corporation and a registered savings association
holding company located in Sarasota, Florida. At June 30, 1994, Presidential's
consolidated assets totaled $232 million. Presidential owns 100 percent of and
operates Presidential Bank.

MERGER. The Merger Agreement provides that the affiliation of Presidential
with First of America is to be effected by the merger of Presidential into
Acquisition Sub, with Acquisition Sub designated as the surviving corporation.
Upon effectiveness of the Merger, First of America will continue its existing
business, Presidential will be merged into Acquisition Sub and cease to exist,
and Acquisition Sub will remain a wholly owned subsidiary of First of America.
The Merger Agreement also provides that immediately following effectiveness of
the Merger, Presidential Bank will be merged with First of America-Florida in
the Bank Merger. The main office and branch facilities of Presidential Bank
will be maintained as branch facilities of First of America-Florida.

REASONS FOR MERGER AND AFFILIATION. The Presidential 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 Merger. The terms of the Merger, including the purchase price, are a
result of arms-length negotiations between representatives of Presidential and
First of America. In reaching its determination that the Merger Agreement is
fair to, and in the best interest of, Presidential and the holder of
Presidential Common Stock, the Presidential Board of Directors considered a
number of factors, both from a short term and a long term perspective,
including, without limitation, the following: (1) Presidential Board of
Director's familiarity with and review of Presidential'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 Presidential operates,
including national and local economic conditions, the competitive environment
for savings 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
Presidential Common Stock pursuant to the Merger in relation to the historical
book value of Presidential Common Stock; (5) the oral advice of Sandler that
the consideration is fair to the holder of Presidential Common Stock from a
financial point of view ; (6) the financial and other significant terms of the
First of America offer compared to other offers; (7) 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; (8) the review by the Presidential Board of Directors with its
legal and financial advisors of the provisions of the proposed Merger
Agreement; (9) Presidential Board of Director's belief that the terms of the
proposed form of Merger Agreement with First of America were attractive in that
it would allow Presidential's shareholders to receive stock in the Merger thus
permitting shareholders to defer any tax liability associated with the increase
in the value of their stock as a result of the Merger and to become
shareholders in First of America, an institution with strong operations,
management and earnings performance; (10) the expectation that First of America
will continue to provide quality service to the community and customers served
by Presidential; and (11) the compatibility of the respective business and
management philosophies of Presidential

3
<PAGE> 18
and First of America. The importance of these factors relative to one another
cannot precisely be determined or stated herein. Accordingly, the Presidential
Board of Directors has unanimously approved the Merger Agreement and
unanimously recommends that Presidential shareholders vote for approval of the
Merger Agreement.

First of America's management believes that the affiliation of Presidential
with First of America will provide First of America with an attractive means of
expanding its presence in the financial institutions market in Florida. This
market complements the other banking markets currently served by First of
America's affiliate banks.

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

In April of 1994, the Presidential Board of Directors and its sole
shareholder, Edward W. Cook, the Chairman of the Presidential Board of
Directors, began to evaluate alternative methods of maximizing shareholder
value, including the possibility of selling or merging Presidential with a
larger financial institution. Mr. Cook and Ronald K. Drews, also a director of
Presidential and its President and Chief Executive Officer, as representatives
of Presidential's Board of Directors, engaged Sandler on April 26, 1994 on
behalf of Presidential to assist and advise Presidential's sole shareholder,
its Board of Directors and its management on the possible sale of Presidential.
In early May of 1994, Sandler began to prepare a confidential selling
memorandum, which was distributed to potential buyers in May of 1994. In early
June of 1994, Sandler reviewed in detail with Mr. Cook, Mr. Drews and the
Presidential Board of Directors responses to Sandler's solicitation of
indications of interest in the possible acquisition of Presidential. These
responses included an indication of interest by First of America. Based on the
indication of interest received from First of America, on June 6, 1994, Mr.
Cook, Mr. Drews and a representative of Sandler 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 Presidential. On June 18,
1994, First of America and Presidential agreed to proceed with the negotiation
of a definitive agreement and the Presidential Board of Directors instructed
its executive officers to work with legal counsel and Sandler to complete the
agreement. On June 27, 1994, the Presidential Board of Directors reviewed the
terms and provisions of the proposed agreement. Sandler orally advised
Presidential's sole shareholder that the First of America proposal was fair,
from a financial point of view, to the holder of Presidential Common Stock.
The Presidential Board of Directors unanimously approved the Merger Agreement
as being in the best interests of Presidential and its shareholder.

CONSIDERATION TO BE RECEIVED IN THE MERGER. The Merger Agreement provides
that upon effectiveness of the Merger, each issued and outstanding share of
Presidential 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 $33.25 (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 business day prior to the effectiveness of the Merger (the
"Average Closing Price") (the quotient of the Exchange Price divided by the
Average Closing Price is referred to as the "Exchange Ratio"); provided,
however, the Exchange Ratio will not be below .8375 or be above .9837.

The following table shows a range of hypothetical Average Closing Prices
and the Exchange Ratios corresponding to those Average Closing Prices.

4
<PAGE> 19
Average Closing Price Exchange Ratios
------------------------ ---------------
At or above $39.70 .8375
39.00 .8526
38.00 .8750
37.00 .8986
36.00 .9236
35.00 .9500
At or below 33.80 .9837

Presidential shall have no obligation to consummate the Merger in the event
that (1) the Average Closing Price is less than $31.23; and (2) the First of
America Ratio (as defined in "The Merger--Termination, Modification, Amendment
and Waiver") is less than ninety-five percent (95%) of the Index Ratio (as
defined in "The Merger--Termination, Modification, Amendment and Waiver"). See
"The Merger--Termination, Modification, Amendment and Waiver".

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 Closing Price.

Date Closing Trade Price Exchange Ratios (2)
- ------------------ ------------------- -------------------
June 28, 1994 (1) $35.75 .9301
September 9, 1994 36.50 .9110

(1) The last trading day before public announcement of the Merger Agreement.

(2) Assuming the closing trade price shown is the Average Closing Price.

The Exchange Ratio was determined through the parties' negotiation of the
Merger Agreement (see "The Merger--Background of the Merger"). These terms
reflect First of America's and Presidential's judgments as to the value of the
shares of Presidential 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 Merger Agreement. See "The
Merger--Termination, Modification, Amendment and Waiver."

5
<PAGE> 20
INTERESTS OF MANAGEMENT.

At June 30, 1994, all directors and executive officers of Presidential as a
group beneficially owned 716,188 shares or 100 percent of the outstanding
shares of Presidential Common Stock. No director or any executive officer of
Presidential owns any First of America Common Stock. None of First of
America's executive officers or directors owns any shares of Presidential
Common Stock.

Certain members of Presidential's management and the Presidential Board of
Directors may be deemed to have certain interests in the Merger that are in
addition to their interests as stockholders of Presidential generally. The
Presidential Board of Directors was aware of these interests and considered
them, among other matters, in approving the Merger Agreement and the
transactions contemplated thereby.

SHAREHOLDER APPROVAL. At the Special Meeting, Presidential shareholders will
vote on approval of the Merger Agreement. Under the Florida Act and
Presidential's Articles of Incorporation, the affirmative vote of holders of a
majority of the outstanding shares of Presidential Common Stock entitled to
vote is required for approval of the Merger Agreement. At September 8, 1994,
the record date for the Special Meeting, there were 716,188 shares of
Presidential Common Stock outstanding and entitled to vote at the Special
Meeting. Therefore, the affirmative vote of holders of at least 358,095 shares
of Presidential Common Stock is required for approval of the Merger 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 Merger
Agreement. As of September 8, 1994, all directors and executive officers of
Presidential as a group beneficially owned 716,188 shares of Presidential
Common Stock (or 100 percent of the outstanding shares).

RECOMMENDATION OF PRESIDENTIAL BOARD OF DIRECTORS. The Presidential Board
of Directors has unanimously approved the Merger Agreement and unanimously
recommends that Presidential shareholders vote for approval of the Merger
Agreement.

RIGHTS OF DISSENTING SHAREHOLDERS. Any holder of Presidential Common Stock
who objects to the Merger may demand payment of the fair value of his or her
shares in cash pursuant to the procedures set forth in the Florida Act. Any
holder of Presidential Common Stock contemplating the exercise of his or her
dissenter's rights should carefully review the provisions of Sections 607.1301,
607.1302 and 607.1320 of the Florida Act which are described below and set
forth in their entirety as Exhibit B to this Prospectus/Proxy Statement which
is incorporated herein by reference. The following discussion is not complete
and is qualified in its entirety by reference to Sections 607.1301, 607.1302
and 607.1320 of the Florida Act.

Holders of record of Presidential Common Stock who desire to exercise their
dissenter's rights must satisfy all of the following conditions. A writing
identifying the shareholder and giving notice of his or her intent to demand
cash payment for his or her shares, if the Merger is consummated, must be
delivered to Presidential before the shareholder vote on approval of the Merger
Agreement. A Presidential shareholder wishing to exercise his or her
dissenter's rights must not vote in favor of the Merger. A holder of
Presidential common stock who votes his or her shares of Presidential common
stock against the Merger, by proxy or otherwise, but who does not exercise his
or her dissenter's rights pursuant to Section 607.1320, will not thereby
fulfill the demand for dissenter's rights required under Section 607.1320.

A shareholder who elects to exercise dissenter's rights must mail or
deliver his or her notice to:

Secretary
Presidential Holding Corporation
5150 17th Street
Suite 205
Sarasota, Florida 34235

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<PAGE> 21
Within ten (10) days of the date on which the shareholder's vote
authorizing the proposed action was taken, Presidential shall give written
notice of the adoption of the Merger Agreement to each shareholder who filed
the notice of intent to demand payment for his or her shares pursuant to
Section 607.1320.

Within twenty (20) days after the giving of notice to the dissenting
shareholder, the dissenting shareholder shall file with Presidential a notice
of his or her election to dissent, stating his or her name and address, the
number of shares as to which he or she dissents, and a demand for payment of
the fair value of his or her shares. Any shareholder failing to file such
election to dissent within the period set forth shall be bound by the terms of
Merger Agreement. The dissenting shareholder shall deposit his or her
certificates with Presidential simultaneously with the filing of the election
to dissent.

Upon the filing of the notice of election to dissent, the dissenting
shareholder shall not be entitled to vote or to exercise any other rights of a
shareholder. A notice of election may be withdrawn in writing by the
dissenting shareholder at any time before an offer is made by Presidential to
pay for his or her shares. After such offer, no such notice of election may be
withdrawn unless Presidential consents thereto. The right of the dissenting
shareholder to be paid the fair value of his shares shall cease, and he or she
shall be reinstated to have all the rights of a shareholder if (1) his or her
demand is withdrawn; (2) the Merger Agreement is abandoned or rescinded or the
shareholders revoke the authority to effect such action; (3) no demand or
petition for the determination of fair value by a court has been made or filed
within the time provided by the Florida Act; or (4) a court of competent
jurisdiction determines that the dissenting shareholder is not entitled to
relief provided by Section 607.1320.

Within ten (10) days after the expiration of the period in which dissenting
shareholders may file their notices of election to dissent, or within ten (10)
days after the Merger is effected, whichever is later (but in no case later
than ninety (90) days on which the shareholders vote authorizing the proposed
action was taken), Presidential shall make a written offer to each dissenting
shareholder who has made demand as provided above to pay an amount Presidential
estimates to be the fair value of the Presidential shares. If the Merger has
not been effected, the offer may be made conditional upon the consummation of
such action.

If within thirty (30) days after the making of such offer any shareholder
accepts the same, payment for his or her shares shall be made within ninety
(90) days after the making of such offer or the consummation of the Merger,
whichever is later. Upon payment of the agreed value, the dissenting
shareholder shall cease to have any interest in such shares.

If Presidential fails to make such offer within the period specified above
or if it makes the offer and any dissenting shareholder or shareholders fail to
accept the same within the period of thirty (30) days thereafter, then
Presidential, within thirty (30) days after receipt of written demand from any
dissenting shareholder given within sixty (60) days after the date on which the
Merger was effected, shall, or at its election at any time within such period
of sixty (60) days may, file an action in the Circuit Court of Sarasota County,
Florida requesting that the fair value of said shares be determined. If
Presidential fails to institute the proceeding as herein provided, any
dissenting shareholder may do so in the name of Presidential. All dissenting
shareholders shall be made party to the proceeding as an action against their
shares. Presidential shall serve a copy of the initial pleading in such
proceeding upon each dissenting shareholder who is a resident of Florida in the
manner provided by law for the service of a Summons and Complaint and upon each
non-resident dissenting shareholder either by registered or certified mail and
publication or in such manner as permitted by law. All dissenting shareholders
who are proper parties to the proceeding shall be entitled to judgment against
Presidential for the amount of the fair value of their shares. The court may,
if it so elects, appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. Presidential shall pay
each dissenting shareholder the amount found to be due him within ten (10) days
after final determination of the proceedings. Upon payment of the judgment,
the dissenting shareholders shall cease to have any interest in such shares.

The costs and expenses of any court proceeding shall be determined by the
court and shall be assessed against Presidential, but all or any part of such
costs and expenses may be apportioned and assessed as the court deems equitable
against any or all of the dissenting shareholders who are parties to the
proceeding, to whom Presidential has made an offer to pay for the shares, if
the court finds that the action of said shareholders in failing to accept such
offer was arbitrary, vexatious, or not in good faith. Such expenses shall
include reasonable compensation for,

7
<PAGE> 22
and reasonable expenses of, the appraisers, but shall exclude the fees and
expenses of counsel for, and experts employed by, any party. If the fair value
of the shares, as determined, materially exceeds the amount which Presidential
offered to pay therefor, or if no offer was made, the court in its discretion
may award to any shareholder who was a party to the proceeding such sum as the
court determines to be reasonable compensation to any attorney or expert
employed by the shareholder in the proceeding.

REGULATORY APPROVALS. Consummation of the Merger is contingent upon
obtaining the prior approvals of the Merger by the FRB, the OTS and the FIB,
and the prior approval of the Bank Merger by the OTS and the FRB, all without
any conditions, which, in the reasonable opinion of First of America, or in
certain cases of Presidential, are materially adverse. First of America is
preparing to submit or has submitted applications for approval of the Merger
and the Bank Merger 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 Merger Agreement provides, as a
condition to the parties' obligations to consummate the Merger, that the
parties shall have received an opinion from counsel to First of America that
the Merger will qualify as a tax-free reorganization under the Code and, except
with respect to any cash received in lieu of fractional shares or for shares of
Presidential Common Stock with respect to which dissenters' rights have been
exercised, no gain or loss will be recognized by the holder of Presidential
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 Merger would
yield the federal income tax consequences described above. Howard & Howard's
opinion also states that the Merger would yield the following additional
federal income tax consequences.

No gain or loss will be recognized to Presidential shareholders who
receive First of America Common Stock in exchange for their Presidential Common
Stock. The basis of the First of America Common Stock received by Presidential
shareholders will be the same as the basis of the Presidential Common Stock
surrendered in exchange therefor. The holding period of the First of America
Common Stock received by Presidential shareholders will include the period
during which the Presidential Common Stock surrendered in exchange therefor was
held, provided that the Presidential Common Stock surrendered was held as a
capital asset at the time of the exchange. The payment of cash to Presidential
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 Presidential 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. Where solely cash
is received by a holder of Presidential Common Stock who exercises dissenters'
rights of appraisal, such cash payment will be treated by that shareholder as a
distribution and redemption of his or her Presidential Common Stock. Where, as
a result of such distribution, a shareholder owns no First of America Common
Stock, either directly or through attribution, the redemption will be a
complete termination of interest, and such cash will be treated as a
distribution in full payment in exchange for his or her shares. Provided that
the Presidential Common Stock redeemed was held as a capital asset at the time
of the redemption, capital gain or loss will be realized and recognized to such
shareholder in an amount equal to the difference between the amount of such
cash and the adjusted basis of the shares of Presidential Common Stock
surrendered.

Howard & Howard's opinion letter is dated August 31, 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 Merger will be required to satisfy the condition to the
parties' obligations to consummate the Merger.

THE DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED

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<PAGE> 23
HEREIN FOR INFORMATIONAL PURPOSES ONLY. THE TAX CONSEQUENCES OF THE MERGER
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 MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE AND
LOCAL TAX LAWS.

CONDITIONS TO THE MERGER. The Merger Agreement provides that consummation
of the Merger 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 Merger
Agreement is subject to the following conditions: (1) the Merger Agreement
shall have been approved by the requisite vote of the shareholders of
Presidential; (2) the Merger and the Bank Merger shall have received all
required regulatory approvals without any conditions which in the reasonable
opinion of First of America or Presidential are materially adverse and such
approvals shall not have been withdrawn or stayed (see "The Merger - 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
Presidential as to the tax consequences of the Merger (see "The Merger -
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 Merger and no stop-order
proceedings with respect thereto shall be pending or threatened; (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 the
entities which survive the Merger and the Bank Merger to continue the business
of its predecessors 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 Merger 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 Merger Agreement
shall have been obtained and shall not contain any conditions which in the
reasonable opinion of First of America or Presidential are materially adverse.

In addition to the foregoing conditions, the obligations of Presidential
under the Merger Agreement are conditioned upon: (1) First of America shall
have in all material respects complied with its obligations under the Merger
Agreement at or prior to the Effective Time and the representations and
warranties made by First of America in the Merger 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 Merger Agreement); (2)
all documentation relating to the Merger shall be reasonably satisfactory to
counsel to Presidential; (3) counsel to First of America shall have delivered
an opinion to Presidential with respect to certain matters; (4) First of
America shall have delivered to Presidential a certificate signed by certain
officers, dated the closing 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 Merger 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 Merger Agreement to the Effective Time; (6) any consents
or approvals required to be secured by a party pursuant to the terms of the
Merger Agreement shall have been obtained and shall be satisfactory to
Presidential; (7) no action, suit, proceeding or claim shall have been
instituted, made or threatened by any person relating to the Merger or the
validity or propriety of the transactions contemplated by the Merger 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 Merger to be approved for listing on the NYSE and nothing shall have
come to the attention of First of America or Presidential to cause either to
reasonably believe that such listing will not occur.

In addition to the foregoing conditions, the obligations of First of
America under the Merger Agreement are conditioned upon: (1) Presidential
shall have in all material respects complied with its obligations under the
Merger Agreement at or prior to the Effective Time and the representations and
warranties made by Presidential in the Merger 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

9
<PAGE> 24
permitted by the Merger Agreement); (2) all documentation relating to the
Merger shall be reasonably satisfactory to counsel to First of America; (3)
counsel to Presidential shall have delivered an opinion to First of America
with respect to certain matters; (4) Presidential shall have delivered to First
of America a certificate signed by certain officers, dated the closing date,
certifying to his or her respective knowledge or belief that Presidential has
met and fully complied with all conditions necessary to make the Merger
Agreement effective as to Presidential; (5) there shall have been no material
adverse change in the consolidated capitalization, business, properties or
financial condition of Presidential from the date of the Merger Agreement to
the Effective Time; (6) no action, suit, proceeding or claim shall have been
instituted, made or threatened by any person relating to the Merger or the
validity or propriety of the transactions contemplated by the Merger Agreement
or the Bank Merger Agreement which would make consummation of the Merger or the
Bank Merger inadvisable in the reasonable opinion of First of America; (7) each
of the "affiliates" of Presidential shall have executed and delivered
agreements in the form required by the Merger Agreement (see "The Merger -
Resale of First of America Common Stock"); (8) the Bank Merger Agreement shall
have been duly authorized and approved by Presidential Bank and the other terms
and conditions of the Bank Merger Agreement shall have been satisfied so as to
permit the Bank Merger to be consummated; and (9) First of America shall have
received an opinion, dated as of the Effective Time, from KPMG Peat Marwick LLP
that the Merger shall be accounted for as a pooling of interests (see "The
Merger -- Accounting Treatment").

BUSINESS OF PRESIDENTIAL PENDING THE MERGER. The Merger Agreement provides
that from the date of the Merger Agreement to effectiveness of the Merger,
Presidential and its subsidiaries will: (1) conduct its business in the
ordinary course; (2) conduct its business and operate only in accordance with
sound banking and business practices, including charging off all loans required
to be charged off by banking regulators and regulations, statutes and sound
banking practices; (3) remain in good standing with all applicable banking
regulatory authorities; (4) maintain an allowance for loan losses at an
adequate level based on past loan loss experience and evaluation of potential
losses in current portfolios; (5) 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; (6) maintain insurance covering the performance of their duties by
its directors, officers and employees; and (7) consult with First of America
prior to acquiring any interest in real property.

Additional terms of the Merger Agreement provide that from the date of the
Merger Agreement to effectiveness of the Merger, subject to certain exceptions
for contemplated transactions, Presidential and its subsidiaries will not,
among other things, without the prior written consent of First of America: (1)
amend its or their Articles of Incorporation, Charter, or Bylaws; (2) issue or
sell any shares of its or their 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 or their capital stock; (3) pay or declare
any cash dividend or other dividend or distribution with respect to
Presidential's or its subsidiaries' capital stock, except that its subsidiaries
shall be permitted to make dividend payments to Presidential in accordance with
past practices and as permitted by law; (4) increase or reduce the number of
shares of its or their capital stock by split-up, reverse split,
reclassification, distribution of stock dividends, or change of par or stated
value; (5) purchase, permit the conversion of or otherwise acquire or transfer
for any consideration any outstanding shares of its or their capital stock or
securities carrying the right to acquire, or convert into or exchange for such
stock; (6) amend or otherwise modify any bonus, pension, profit sharing,
retirement or other compensation plan or enter into any contract of employment
with any officer 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 (except pledges required for Federal
Home Loan advances or pledges of such assets as may be required to permit
Presidential Bank to accept deposits of public funds) or subject to any
material lien (excluding mechanics liens), charge, security interest, or any
other encumbrance, any of its or their assets or property, except for liens for
taxes not yet due and payable; (9) transfer or lease any of its or their assets
or property except in the ordinary course of business, or, except for branching
commitments already in effect, open or close any banking office or enter into
any agreement to do so; (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 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)
other than with respect to loan and securities transactions (including, without
limitation, letters of credit and purchase of leases) and sales of REO property
less than $250,000, make or enter into any material transaction, contract or
agreement or incur any other

10
<PAGE> 25
material commitment which is defined for purposes of this provision as any
transaction, contract, agreement or commitment in excess of $50,000; (13) other
than FHLB advances, incur any indebtedness for borrowed money, except for
deposit liabilities and except for indebtedness incurred in the ordinary course
of business the repayment term of which does not exceed one year; (14) cancel
or compromise any debt or claim which has not previously been charged off,
other than in the ordinary course of business in an aggregate amount which is
not materially adverse; (15) enter into any transaction, contract or agreement
which would permit the sale of investment or similar products by third parties
on Presidential or Presidential Bank's premises; (16) invite or initiate or,
subject to the fiduciary duties of the Board of Directors of Presidential,
engage in discussions or negotiations for the acquisition or merger of
Presidential or its subsidiaries by or with any corporation or other entity
other than First of America or its affiliates; and (17) take any action which
constitutes a breach or default of its obligations under the Merger Agreement
which is reasonably likely to delay or jeopardize the receipt of any of the
regulatory approvals required thereby or is reasonably likely to the best of
Presidential's knowledge to preclude the Merger from qualifying for pooling of
interests accounting treatment or cause any of the other conditions to fail.

TERMINATION, MODIFICATION, AMENDMENT AND WAIVER. The Merger Agreement may
be terminated and the Merger abandoned before the effectiveness of the Merger
as follows: (1) by agreement between First of America and Presidential
authorized by a majority of the entire Board of Directors of each; (2) by First
of America or Presidential if any condition to effectiveness of the Merger is
not fulfilled and not waived by the party adversely affected; (3) by First of
America or Presidential in the event of a material breach by the opposite party
of any representation, warranty, covenant, or agreement contained in the Merger
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
Presidential if the Merger is not consummated on or before March 31, 1995; or
(5) by Presidential in the event that (i) the Average Closing Price is less
than $31.23; and (ii) the First of America Ratio (as defined below) is less
than ninety five (95%) percent of the Index Ratio (as defined below). The
"First of America Ratio" shall equal the quotient of the Average Closing Price
divided by $36.75. The "Index Ratio" shall equal the quotient of the Final
Index Price (as defined below) divided by the Initial Index Price (as defined
below). The "Initial Index Price" shall equal the weighted average (weighted
in accordance with the factors listed on Schedule I to the Merger Agreement,
which is attached hereto as Exhibit A) of the per share closing prices of the
common stock of the companies comprising the Index Group (as defined below) as
reported on the consolidated transaction reporting system or the market or
exchange on which such common stock is principally traded, on June 28, 1994.
The "Final Index Price" shall equal the weighted average (weighted in
accordance with the factors listed on Schedule I to the Merger Agreement which
is attached hereto as Exhibit A) of the Final Prices (as defined below) for all
of the companies then comprising the Index Group. The "Final Price" of any
company belonging to the Index Group shall mean the average of the daily
closing prices of a share of common stock of such company, as reported in the
consolidated transaction reporting system or the market or exchange on which
such common stock is principally traded, during the last fifteen trading days
on which reportable sales of common stock took place (the "Valuation Period")
immediately prior to, but not including, the third business day prior to the
Effective Time. The "Index Group" shall mean all of those companies listed on
Schedule I to the Merger Agreement, which is attached hereto as Exhibit A, the
common stock of which is publicly traded and as to which there is no pending
publicly announced proposal at any time during the Valuation Period for such
company to be acquired. In the event that any such company or companies are
removed from the Index Group because of such a pending or consummated
acquisition proposal, the weight attributed to the remaining companies
comprising the Index Group shall be adjusted proportionately.

Notwithstanding the foregoing, Presidential shall not be permitted to
terminate the Merger Agreement as provided immediately above in this subsection
(5) in the event that First of America elects to increase the Exchange Ratio to
equal a quotient, the numerator which is $30.72 and the denominator of which is
the Average Closing Price, in which case First of America shall give prompt
written notice to Presidential of such election.

At any time before effectiveness of the Merger (including the time after
shareholder approval of the Merger Agreement), the time for performance may be
extended and the covenants, agreements, and conditions of the Merger Agreement
may be modified, amended, or waived by the appropriate officers or directors of
First of America and Presidential. However, after approval of the Merger
Agreement by Presidential shareholders, any such waiver shall be made by
Presidential only if such waiver will not have any material adverse affect on
the benefits intended under the Merger Agreement for the shareholders of
Presidential and will not require resolicitation of any

11
<PAGE> 26
proxies for such shareholders.

EFFECTIVENESS OF THE MERGER. No specific effective date for the Merger is
provided by the Merger Agreement. If the Merger Agreement is approved by
Presidential shareholders, it is expected that the Merger will be consummated
as soon as practicable after the requisite regulatory approvals (see "The
Merger--Regulatory Approvals") have been received. The Merger will thereafter
become effective upon the filing of the appropriate documents with the
Department of State of the State of Florida.

ACCOUNTING TREATMENT. The parties anticipate accounting for the Merger as
a pooling of interests, and it is a condition to First of America's and
Presidential's respective obligations to consummate the Merger that they shall
have received a letter from KPMG Peat Marwick LLP to the effect that the Merger
will qualify for pooling of interests accounting treatment.

SURRENDER OF STOCK CERTIFICATES. After effectiveness of the Merger, each
holder of certificates theretofore representing validly issued and outstanding
shares of Presidential 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 Presidential 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 Merger and until surrendered, each
outstanding certificate representing Presidential 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 Presidential Common Stock will have been converted in the
Merger. Unless and until any such certificate is surrendered, the holder
thereof will not 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 Presidential 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 Presidential will be transferable
without restriction upon disposition, except shares issued to any person who
may be considered an "affiliate" of Presidential, as defined by the rules and
regulations of the Commission under the Securities Act. Presidential has agreed
in the Merger Agreement to furnish at or before the effective date of the
Merger 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 Merger 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
Merger from being accounted for as a pooling of interest. (See "the
Merger-Accounting Treatment").

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<PAGE> 27
DESCRIPTION AND COMPARISON OF
FIRST OF AMERICA CAPITAL STOCK AND PRESIDENTIAL CAPITAL STOCK

The holder of Presidential Common Stock will, upon consummation of the
Merger, 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 Presidential Common Stock. These differences are due to differences
between the provisions of First of America's Articles of Incorporation and
Bylaws and Presidential's Articles of Incorporation and Bylaws and differences
between the Michigan Act, under which First of America is incorporated, and the
Florida Act, under which Presidential is incorporated. The following discussion
describes and compares the material differences between the rights of holders
of First of America Common Stock and Presidential 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 June 30, 1994, there were 59,171,456 shares of First of America Common Stock
outstanding, held of record by approximately 29,900 persons. As of that date,
there were also outstanding options to purchase 950,933 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
arrearages, 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.

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 September 9, 1994, were $36.50, $36.25 and $36.50, respectively. On
June 28, 1994, the last full trading day before public announcement of the
Merger, the high, low, and closing sales prices were $36.00, $35.625 and
$35.75, respectively. The First of America Common Stock issuable upon
consummation of the Merger 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 Securities Exchange Act of 1934. 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.

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

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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.

PRESIDENTIAL COMMON STOCK. Presidential is authorized to issue 5,000,000
shares of Presidential Common Stock, $.01 par value. At June 30, 1994, there
were 716,188 shares of Presidential Common Stock outstanding, held of record by
one holder.

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

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PRESIDENTIAL PREFERRED STOCK. Presidential is authorized to issue
1,000,000 shares of preferred stock, $.01 par value ("Presidential Preferred
Stock"). The Presidential Board of Directors is authorized to provide for the
issuance of the shares of Presidential Preferred Stock in series, to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences, and rights of the shares of each
such series and any qualifications, limitations or restrictions thereof. There
are currently no shares of Presidential Preferred Stock outstanding.

COMPARISON OF CERTAIN PROVISIONS OF FIRST OF AMERICA'S ARTICLES OF
INCORPORATION AND BYLAWS AND PRESIDENTIAL'S ARTICLES OF INCORPORATION AND
BYLAWS

The following discussion describes provisions of First of America's
Articles of Incorporation and Bylaws and Presidential's Articles of
Incorporation 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 Presidential Common Stock and illustrate the effect of the
Merger on Presidential 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.

PRESIDENTIAL. Presidential's Articles of Incorporation provide that a
director may be removed from the Board of Directors of Directors only for cause
and only pursuant to the affirmative vote of the holders of not less than 60%
of the number of shares issued and outstanding. Otherwise, Presidential's
Articles of Incorporation do not address requirements regarding Presidential's
Board of Directors. Presidential's Bylaws provide that the number of directors
shall be determined initially by the Board of Directors, and may at any time
and from time to time be increased or decreased by action of either of the
shareholders or the Board of Directors. Currently, there are seven

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directors on the Presidential Board of Directors. Presidential's Bylaws
provide further that a director must be a natural person who is eighteen years
of age or older but need not be a citizen of the United States, a resident of
the State of Florida or a shareholder of Presidential. Additionally,
Presidential's Bylaws provide that any vacancy occurring on the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors or by the shareholders.

COMPARISON. First of America's Articles make removal of directors more
difficult than do Presidential's Articles or Bylaws. The First of America
provisions could have the effect of making removal of incumbent management more
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.

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.

PRESIDENTIAL. Presidential's Articles do not contain a shareholder written
consent provision. As a result, an action required by law to be taken at an
annual or special meeting of the shareholders maybe taken without a meeting,
without prior notice and without a vote, if the holders of outstanding shares
having a minimum number of votes that would be necessary to take the action at
a meeting have consented in writing to the action. Pursuant to Presidential's
Bylaws, special meetings of the shareholders shall be held when directed by the
President or 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 do not permit action by
shareholders by written consent without a meeting. Presidential's Articles do
permit such action. First of America's Articles make calling special
shareholder meetings more difficult than do Presidential's Bylaws. The First
of America provision 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 Florida 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.

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<PAGE> 31
PRESIDENTIAL. Presidential's Articles and Bylaws do not contain super
majority approval provisions similar to those of First of America described
above. Accordingly, the Florida Act's requirement of an affirmative vote of
the majority of all shares entitled to vote and of each class entitled to vote
as a class would apply to such transaction.

COMPARISON. The 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.

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.

PRESIDENTIAL. Presidential's Articles provide that Presidential reserves
the right to amend or appeal any provision contained in the Articles of
Incorporation, or any amendment thereto, and any right conferred upon the
shareholders is subject to that reservation. Additionally, Presidential's
Articles provide that Presidential's Bylaws may be adopted, altered, amended,
or repealed by either the shareholders or the Board of Directors, but the Board
of Directors of Directors may not amend or appeal any Bylaw adopted by
shareholders if the shareholders specifically provide such Bylaw is not subject
to amendment or appeal by the directors.

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

PRESIDENTIAL. Presidential does not have a similar provision in its
Articles or Bylaws.

OVERALL COMPARISON AND EFFECTS OF FIRST OF AMERICA PROVISIONS.

In comparison with Presidential's Articles and Bylaws, First of America's
Articles and Bylaws generally contain more 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 FLORIDA BUSINESS CORPORATION ACT

If the Merger is consummated, Presidential shareholders will become
shareholders of First of America. First of America is a Michigan corporation
incorporated under the Michigan Act. Presidential is a Florida corporation
incorporated under the Florida Act. The following discussion summarizes
material differences between the Michigan Act and the Florida Act with respect
to rights of shareholders.

RIGHTS OF DISSENTING SHAREHOLDERS.

In both Michigan and Florida, 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 (including a merger or consolidation) 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
mergers or consolidations 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.

FLORIDA ACT. Under the Florida Act, dissenters rights are available.
Under the Florida Act, unless the articles of incorporation provide otherwise,
the right to dissent from a corporate action (including a merger) is not
available as to shares listed on a national securities exchange 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. Under the Florida Act,
a shareholder may dissent as to less than all of the shares registered in his
or her name. In that event, his or her rights shall be determined as if the
shares as to which he or she has dissented, and his or her other shares, were
registered in the names of different shareholders. Presidential's shareholders
have dissenters rights with respect to the Merger. See "The Merger--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.

FLORIDA ACT. Under the Florida 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 articles 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
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.

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FLORIDA ACT. Under the Florida Act, unless the articles of incorporation
otherwise provide, an action required by law to be taken at an annual or
special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if the holders of outstanding shares having
the minimum number of votes that would be necessary to take the action at a
meeting have consented in writing to the action.

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.

FLORIDA ACT. The Florida Act contains provisions which are very similar to
those of the Michigan Act with respect to transactions with interested
shareholders. The Florida Act permits a corporation to elect not to be
governed by the provisions by including such election in its original Articles.
Presidential is governed by these provisions.

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 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.

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<PAGE> 34
FLORIDA ACT. The Florida Act contains provisions which are substantially
similar to those contained in the Michigan Act. These provisions do not
currently apply to Presidential because it has only one shareholder.

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 611 offices and facilities
located in Michigan, Florida, and Indiana. First of America owns eight banks
located in Michigan with combined assets of $13.6 billion at June 30, 1994.
First of America owns nine banks located in Illinois with combined assets of
$7.4 billion at June 30, 1994. First of America also owns two banks in Indiana
with combined assets of $1.5 billion at June 30, 1994. In Florida, First of
America owns one savings and loan association with assets of $0.5 million at
June 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. First of America owns all of the outstanding stock of
Acquisition Sub. At June 30, 1994, First of America had consolidated assets of
$23.1 billion, deposits of $19.1 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.

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."

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INFORMATION ABOUT PRESIDENTIAL

GENERAL. Presidential was incorporated in 1993 in Florida and is a
savings association holding company subject to regulation by the OTS and the
Federal Deposit Insurance Corporation ("FDIC"). Presidential was organized for
the purpose of acquiring all of the capital stock of Presidential Bank.
Currently, Presidential does not transact any material business other than
through its subsidiary, Presidential Bank. Presidential Bank was founded in
1980 as a Florida chartered savings and loan association headquartered in
Sarasota, Florida. Presidential Bank is a member of the Federal Home Loan Bank
System and its deposit accounts are insured up to applicable limits by the
FDIC. At June 30, 1994, Presidential Bank had total assets of $232 million and
stockholders' equity of $9.7 million (4.2% of total assets).

Presidential Bank's principal business is attracting retail deposits
from the general public and investing these deposits, together with funds
generated from operations and borrowings, primarily in one- to four-family
residential mortgage loans and, to a lesser extent, consumer loans,
mortgage-backed securities, U.S. Government and federal agency securities and
other marketable securities. Presidential Bank's revenues are derived
principally from interest on its mortgage loan and mortgage-backed securities
portfolio and earnings on its investment securities. Presidential Bank's
primary sources of funds are deposits, principal and interest payments on loans
and mortgage-backed securities and, to a lesser extent, borrowings.

COMPETITION. The financial services business is highly competitive in
the Southwest Florida area, which is the primary market for Presidential Bank.
Presidential Bank competes for commercial, individual and other deposits and
loans with banks and other financial service providers, including savings and
loan associations, credit unions, insurance companies, captive finance
companies, brokerage firms and credit card companies.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991.

The following financial review compares the performance of Presidential, for
the three years ended September 30, 1993, and should be read in conjunction
with the consolidated financial statements and notes thereto.

INCOME ANALYSIS.

Net earnings (loss) for the fiscal years ending September 30, 1993,
1992 and 1991 was $1,008,000, $709,000 and ($542,000), respectively. Net
earnings for 1993 includes a credit of $185,000 representing the cumulative
effect of a change in accounting principle relating to the adoption of
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes". Return on average assets was .54%, .42%, and (.30%) for the fiscal
years ended September 30, 1993, 1992 and 1991, respectively and return on
average total equity was 11.82%, 9.25% and (7.15%) for the same periods.

Net interest income, which is the difference between interest earned
on assets and interest paid on liabilities was $5,950,000 in 1993, $5,809,000
in 1992 and $4,960,000 in 1991. The increase in net interest income in 1993
was primarily due to the growth in outstanding loan balances resulting from a
sharp increase in originations during the period. The increase in 1992 was
primarily the result of investment and loan yields declining at a lessor rate
than the cost of deposits and borrowings. The net interest margin for 1993,
1992 and 1991 was 3.00%, 3.25% and 2.71%, respectively.

The provision for loan losses and real estate owned was $300,000 in
1993, $398,000 in 1992 and $1,129,000 in 1991. The provision in 1991 was made
pursuant to a mandate of the O.T.S., following a supervisory examination, based
on its assessment of the risk in Presidential Bank's loan portfolio. The
allowance for loan losses as a percentage of period end loans was .71%, .76%
and .80% at fiscal year ends 1993, 1992 and 1991, respectively. Net charge
offs for loans and real estate owned during those same years totaled $413,000,
$165,000 and $219,000.

21
<PAGE> 36
Non-interest income totaled $1,174,000, $764,000 and $729,000 in 1993,
1992 and 1991 respectively. The increase in 1993 resulted from an increase in
fee income on checking accounts which grew substantially in number during the
period, as well as an increase in gains realized on the sale of loans and
investments and the commencement of rental receipts on an income-producing
property, a portion of which is used by Presidential Bank as an administrative
center.

Non-interest expenses, including compensation, employee benefits,
occupancy and equipment expenses, deposit insurance premiums, professional fees
and other expenses, totalled $5,704,000, $5,387,000 and $5,120,000 in 1993,
1992 and 1991, respectively.

The effective tax rates for 1993 and 1992 were 37.6%. The tax
provision for 1991 reflects the non-deductibility of a portion of the provision
for loan losses in computing the book tax provision for the period.

BALANCE SHEET ANALYSIS.

Total loans, net of the undisbursed portion of loans in process,
deferred loan fees and the allowance for loan losses, were $178 million at
fiscal year-end 1993, increasing 17.1% from $152 million at fiscal year-end
1992. At September 30, 1991, total loans were $145 million. Presidential Bank
grants primarily residential real estate mortgages and, to a much lesser
extent, commercial and consumer loans to customers in Southwest Florida. The
loans are backed by collateral and are expected to be repaid from cash flow of
the borrower. Nonaccrual loans at fiscal year ends 1993, 1992 and 1991 were
$296,000, $272,000 and $2,907,000, respectively.

Deposits at fiscal year-end 1993 were $170 million, compared with $135
million in 1992 and $156 million in 1991. Advances from the Federal Home Loan
Bank of Atlanta at year end 1993 were $20 million, compared with $23 million in
1992 and $6 million in 1991. Advances from the Federal Home Loan Bank are
frequently substituted for time deposits as a funding source when advances are
judged relatively less expensive than deposits. This situation occurs from
time to time due to the intense competition in Presidential Bank's market.

Total stockholders' equity from September 30, 1992 to September 30,
1993 increased $1,008,000 or 12.6% due to retention of earnings. At September
30, 1993 tangible, core and risk-based capital ratios were 4.5%, 4.5% and 9.0%,
respectively. These ratios represent a slight decrease from 4.7%, 4.7% and
9.0% reported for fiscal year-end 1992. All three capital ratios exceeded the
fully phased-in regulatory minimum levels of 1.5%, 3.0% and 8.0%, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, FOR THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993

Net earnings for the nine months ended June 30, 1994 was $715,000, a
15.8% decrease from the $849,000 of earnings before the $185,000 cumulative
effect of a change in accounting principle for income taxes reported for the
same period in 1993. The decrease was primarily due to the recognition during
1994 of $848,000 of unrealized losses on loans and mortgage backed securities
held for sale which resulted from a significant increase in interest rates
across the yield curve during the 1994 period.

Net interest income, interest income less interest expense, increased
4.1% during the first nine months of 1994 compared to the same period of 1993.
The annualized net interest margin for the 1994 period was 2.60% compared with
3.12% for the 1993 period.

During the nine months ended June 30, 1994, with the consent of
O.T.S., $270,000 of the previously established allowance for loan losses was
recovered into income. The provision for loan losses and real estate owned was
$37,000 and $180,000 during the nine months ended June 30, 1994 and 1993. The
allowance for loan losses as a percentage of period end loans was .50% and .66%
as of June 30, 1994 and 1993, respectively. Net charge offs for loans and real
estate owned during the 1994 period were $50,000 as compared to $244,000 for
the 1993 period.

Non-interest income net of unrealized losses on loans and mortgage
backed securities increased 41% during

22
<PAGE> 37
the nine months ended June 30, 1994 over the same period in 1993. The increase
was due to the volume of new checking accounts opened during the period and
resultant fee income as well as improved occupancy levels at the income
producing property partially utilized as an administrative center by
Presidential Bank. The collection of a deficiency judgement during the 1994
period in the amount of $226,000 also contributed to the increase in
non-interest income during this period.

Non-interest expenses, including salaries, employee benefits,
occupancy expense, equipment expense, and other expenses, totalled $4,215,000
and $4,022,000 for the nine months ended June 30, 1994 and 1993, respectively.

The effective tax rates were 37.6% and 38.3%, respectively for the
1994 and 1993 periods.

Investment and mortgage backed securities increased to $31 million at
June 30, 1994 from $7 million at September 30, 1993 as loan origination volume
declined during the nine months ended June 30, 1994 from the same period of
1993.

23
<PAGE> 38
REGULATION OF FIRST OF AMERICA AND PRESIDENTIAL

Various federal and state banking laws and regulations affect the
businesses of First of America and its affiliate financial institutions and of
Presidential and Presidential Bank. 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 Florida
Commissioner, 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"). Presidential
and Presidential Bank are subject to supervision, regulation, and periodic
examination by the FDIC and the OTS.

The following is a summary of certain statutes and regulations
affecting First of America, its affiliate financial institutions, and
Presidential and Presidential Bank. 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.

A bank holding company which acquires a savings association and holds
it as a separate subsidiary becomes a savings and loan holding company subject
to laws and regulations applicable to such holding companies (See "Regulation
of First of America and Presidential-Savings and Loan Holding Companies"). The
acquisition of a savings association by a bank holding company which is not
also a savings and loan holding company is not subject to approval of the
Michigan FIB.

SAVINGS AND LOAN HOLDING COMPANIES. First of America and Presidential
are savings and loan holding companies and 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. Presidential is a unitary
savings and loan holding company and generally is not restricted under the HOLA
as to the types of business activities in which it may engage, provided that
Presidential Bank continues to be a qualified thrift lender ("QTL") as defined
in the HOLA. Multiple savings and loan holding companies, which own or control
more than one savings association, generally are subject

24
<PAGE> 39
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,
and deposits held by First of America's affiliate savings associations are
insured in part by BIF and in part 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. Presidential Bank and one of First of America's
affiliate financial institutions, First of America-Florida, are 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 Presidential Bank are insured,
to the extent permitted by law, by the SAIF.

The HOLA requires savings institutions to meet a QTL test. Under the
QTL test, as modified by FDICIA, a savings association is required to maintain
at least 65% of its "portfolio assets" (total assets less (1) specified liquid
assets up to 20% of total assets, (2) intangibles, including goodwill, and (3)
the value of property used to conduct business) in certain "qualified thrift
investments" (primarily residential mortgages and related investments,
including

25
<PAGE> 40
certain mortgage-backed securities) on a monthly basis in 9 out of every 12
months.

A savings association that fails the QTL test must either convert to
a bank charter or operate under certain restrictions. If the savings
association does not convert to a bank charter, it is generally prohibited
from: (1) making an investment or engaging in any new activity not permissible
for a national bank; (2) paying dividends not permissible under national bank
regulations; (3) obtaining advances from any Federal Home Loan Bank ("FHLB");
and (4) establishing any new branch office in a location not permissible for a
national bank in the savings association's home state. In addition, beginning
three years after the savings association failed the QTL test, the savings
association would be prohibited from retaining an investment or engaging in any
activity not permissible for a national bank and would have to repay any
outstanding advances from an FHLB as promptly as possible. As of June 30,
1994, Presidential Bank maintained 92% of its portfolio assets in qualified
thrift investments and, therefore, met the QTL test.

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
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.

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<PAGE> 41
Based on calculations as of June 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 June 30, 1994, First of America's Tier
I leverage ratio, computed using period end total assets, was 5.76 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 such as Presidential
Bank 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. See "Information About Presidential--Management's
Discussion and Analysis of Financial Condition and Results of Operations."

All of First of America's affiliated financial institutions and
Presidential Bank meet applicable capital requirements. Presidential's risk
based capital position is discussed above under the caption "Information About
Presidential--Management's Discussion and Analysis of Financial Condition and
Result of Operations." The following table shows capital requirements and
current capital levels for First of America and Presidential and for combined
First of America and Presidential on a pro forma basis based on FRB capital
requirements for bank holding companies.

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<PAGE> 42
PRO FORMA RISK BASED CAPITAL CALCULATIONS AS OF JUNE 30, 1994

<TABLE>
<CAPTION>
Pro Forma
First of
First of America
($ in thousands) America Presidential & Presidential
- ---------------- ------- ------------ --------------
<S> <C> <C> <C>
CAPITAL:
TIER I:

Common Stock $ 591,715 $ 1,790 $ 598,384
Surplus 255,271 9,648 260,040
Retained earnings 694,609 (1,693) 692,916
Perpetual preferred stock -- --
Less: Goodwill, core deposit intangibles
and nonqualifying investment in subsidiary 223,085 -- 223,085
---------- ---------- -----------

Tier I capital $ 1,318,510 $ 9,702 $ 1,328,255
========== ========= ===========
TIER II:

Allowance for loan losses $ 194,569 $ 1,000 $ 196,003
Subordinated debt 161,867 - 161,867
---------- ---------- -----------

Total Tier II Capital 356,436 1,000 357,870
---------- ---------- -----------

Total Capital $1,674,946 $ 10,702 $ 1,686,125
========== ========= ===========

TOTAL RISK-WEIGHTED ASSETS AND OFF-
BALANCE SHEET ITEMS $15,555,595 $ 124,606 $15,680,201
=========== ========= ===========

RISK-WEIGHTED CAPITAL RATIOS:

Tier I capital to risk-weighted assets 8.49% 7.82% 8.47%
Minimum requirement 4.00 4.00 4.00
Total capital to risk-weighted assets 10.77 8.62 10.75
Minimum requirement 8.00 8.00 8.00

TIER I LEVERAGE RATIO (period end) 5.76% 4.20% 5.75%
</TABLE>

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<PAGE> 43
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 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
TOTAL RISK TIER 1 RISK LEVERAGE
CATEGORY BASED RATIO BASED 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.

Presidential Bank is adequately capitalized. All of First of
America's affiliate financial institutions are well capitalized. Neither First
of America nor Presidential currently have reason to believe or otherwise
anticipate that any of First of America's affiliate financial institutions or
Presidential Bank, respectively, will be reclassified to a lower capital
category.

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

29
<PAGE> 44
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 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 and
Presidential cannot assess the significance of the impact, if any, such
standards may have on First of America and its affiliated banks and
Presidential and Presidential Bank.

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

30
<PAGE> 45
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.

Presidential Bank is not subject to the audit and reporting
requirements described above; nevertheless, Presidential Bank has been audited
by an independent public accounting firm since inception. All of First of
America's affiliate depository institutions are subject to these requirements.
It is currently anticipated that the independent audit will be satisfied by the
audit at the holding company level.

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 to be 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.

31
<PAGE> 46
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
Presidential - 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
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. 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. Presidential
Bank's deposits are covered by SAIF and after the Merger the acquired deposits
will continue to be covered by SAIF 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
Presidential - 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 and savings associations. Certain of
these statutes and regulations applicable to First of America's affiliate
financial institutions and to Presidential Bank 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 Presidential - 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-

32
<PAGE> 47
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% 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% 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 $73.1 million during the first six
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 or Presidential as to future
changes in interest rates, credit availability, or deposit levels or the effect
of any such changes on First of America's or Presidential's operations and
financial condition.

33
<PAGE> 48
OTHER MATTERS

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

SOURCES OF INFORMATION. All information about Presidential included in
this Prospectus/Proxy Statement has been prepared from information furnished by
Presidential 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 Merger, 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
July 31, 1994, Mr. Kemp owned 29,982 shares of First of America Common
Stock jointly with his spouse, 1,211 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 & 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 Merger will be passed upon for
Presidential by Gunster, Yoakley & Stewart, P.A., West Palm Beach, Florida.

EXPERTS

The consolidated financial statements of Presidential and subsidiaries
as of September 30, 1993 and 1992, and for each of the three years in the
period ended September 30, 1993 included in this Prospectus/Proxy Statement
have been audited by Hacker, Johnson, Cohen & Grieb, 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.

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.

34
<PAGE> 49

PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Consolidated Balance Sheets at September 30, 1993 and 1992
and June 30, 1994 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Statements of Operations for each of the Years
in the Three-Year Period Ended September 30, 1993 and
for the Nine Months Ended June 30, 1994 and 1993
(unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Consolidated Statements of Stockholder's Equity for each
of the Years in the Three-Year Period Ended September
30, 1993 and for the Nine Months Ended June 30, 1994
(unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Cash Flows for each of the Years
in the Three-Year Period Ended September 30, 1993 and for the
Nine Months Ended June 30, 1994 and 1993 (unaudited) . . . . . . . . . . . . . . . . . . . F-5 - F-6

Notes to Consolidated Financial Statements for each of the Years
in the Three-Year Period Ended September 30, 1993 and for
the Nine Months Ended June 30, 1994 and 1993 (unaudited) . . . . . . . . . . . . . . . . . F-7 - F-25
</TABLE>

i
<PAGE> 50
[HACKER, JOHNSON, COHEN & GRIEB LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Presidential Holding Corporation
Sarasota, Florida:

We have audited the accompanying consolidated balance sheets of Presidential
Holding Corporation and Subsidiaries (the "Company") as of September 30, 1993
and 1992 and the related consolidated statements of operations, stockholder's
equity and cash flows for each of the years in the three-year period ended
September 30, 1993. 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of September 30, 1993 and 1992 and the results of their operations
and their cash flows for each of the years in the three-year period ended
September 30, 1993 in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for income taxes during the year ended
September 30, 1993, to conform with Statement of Financial Accounting Standards
No. 109.

/s/ HACKER, JOHNSON, COHEN & GRIEB
- ------------------------------------
HACKER, JOHNSON, COHEN & GRIEB
Tampa, Florida
October 26, 1993

F-1
<PAGE> 51
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
-------- -----------------------
1994 1993 1992
---- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
ASSETS

Cash $ 3,732 3,177 1,753
Interest-bearing deposits 1,148 2,359 581
Federal funds sold - 1,881 533
--------- ------- -------

Cash and cash equivalents 4,880 7,417 2,867

Loans receivable, net 181,299 174,613 150,060
Loans held for sale, at lower of cost or market 4,670 3,114 1,605
Investment securities (estimated market value of $5,089) 5,099 - -
Investment securities held for sale (estimated market
value of $2,015 and $2,551) - 2,013 2,494
Mortgage-backed securities (estimated market value
of $13,725) 14,164 - -
Mortgage-backed securities held for sale (estimated market
value of $11,831, $5,387 and $2,778) 11,831 5,386 2,714
Real estate owned 447 792 2,094
Accrued interest receivable 1,089 862 977
Premises and equipment, net 6,014 5,964 4,541
Federal Home Loan Bank stock, at cost 1,729 1,687 1,504
Refundable income taxes 414 52 70
Deferred income taxes 158 189 -
Prepaid expenses and other assets 258 333 222
--------- ------- -------

Total $ 232,052 202,422 169,148
========= ======= =======

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
Deposits 194,757 169,683 134,660
Advances from Federal Home Loan Bank 24,000 19,500 23,245
Due to Bank 770 1,051 629
Advances by borrowers for taxes and insurance 1,843 2,194 1,572
Accrued interest payable 163 149 171
Principal and interest payable on loans
serviced for others 143 213 170
Deferred income taxes - - 223
Other liabilities 674 602 456
--------- ------- -------

Total liabilities 222,350 193,392 161,126
--------- ------- -------

Commitments (Notes 13 and 17)

Stockholder's equity:
Common stock, $.01 par value, authorized
5,000,000 shares; issued and outstanding 716,188 shares 7 7 7
Additional paid-in capital 11,431 11,431 11,431
Accumulated deficit (1,693) (2,408) (3,416)
Unrealized loss on marketable equity securities (43) - -
--------- ------- -------

Total stockholder's equity 9,702 9,030 8,022
--------- ------- -------

Total $ 232,052 202,422 169,148
========= ======= =======
</TABLE>

See Notes to Consolidated Financial Statements.

F-2
<PAGE> 52
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEAR ENDED SEPTEMBER 30,
-------------- ------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans receivable $ 9,145 9,099 12,123 13,734 16,237
Investment securities 896 307 402 90 -
Mortgage-backed securities 77 108 125 176 623
Interest-bearing deposits and federal funds 58 54 75 144 536
Other interest and dividends 5 14 23 98 112
-------- ----- ------ ------ ------
Total interest income 10,181 9,582 12,748 14,242 17,508
======== ===== ====== ====== ======
Interest expense:
NOW accounts 266 236 313 412 616
Passbook and statement accounts 109 122 156 145 202
Money market accounts 618 653 864 790 456
Certificate accounts 3,596 3,218 4,374 6,276 10,769
Less early withdrawal penalties (19) (42) (47) (26) (23)
-------- ----- ------ ------ ------
Total 4,570 4,187 5,660 7,597 12,020

Borrowings 912 881 1,138 836 528
-------- ----- ------ ------ ------
Total interest expense 5,482 5,068 6,798 8,433 12,548
-------- ----- ------ ------ ------
Net interest income 4,699 4,514 5,950 5,809 4,960

Provision (credit) for loan losses (270) - 100 50 1,090
-------- ----- ------ ------ ------
Net interest income after provision (credit) for loan losses 4,969 4,514 5,850 5,759 3,870
-------- ----- ------ ------ ------
Noninterest income:
Loan service and other fees 129 120 168 145 100
Fees charged on deposit accounts 307 228 316 165 145
Net gain on sale of loans 156 196 256 128 4
Lease income 299 108 182 - -
Gain (loss) on sale of mortgage-backed and
investment securities - 103 113 - 326
Unrealized losses on loans and mortgage-backed
securities held for sale (848) - - - -
Other 350 125 139 326 154
-------- ----- ------ ------ ------
Total noninterest income 393 880 1,174 764 729
======== ===== ====== ====== ======
Noninterest expense:
Compensation and benefits 1,936 1,850 2,434 2,092 1,896
Occupancy and equipment 1,005 837 1,219 1,078 1,133
Communication expense 222 199 265 207 216
Advertising and promotion 110 93 131 79 31
Professional fees 215 112 167 136 322
SAIF deposit insurance premium 318 297 399 339 381
Equity in net loss of joint ventures - - - 376 405
Expense relating to real estate owned 84 317 373 705 207
Loss (gain) on disposal of premises and equipment - - 108 (1) (4)
Other 325 317 608 376 533
-------- ----- ------ ------ ------
Total noninterest expense 4,215 4,022 5,704 5,387 5,120
======== ===== ====== ====== ======
Earnings (loss) before income taxes and cumulative effect of
change in accounting principle 1,147 1,372 1,320 1,136 (521)

Provision for income taxes 432 523 497 427 21
-------- ----- ------ ------ ------
Earnings (loss) before cumulative effect of change in
accounting principle 715 849 823 709 (542)

Cumulative effect of change in accounting principle
(change in method of accounting for income taxes) - 185 185 - -
-------- ----- ------ ------ ------
Net earnings (loss) $ 715 1,034 1,008 709 (542)
======== ===== ====== ====== ======
</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE> 53
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
($ IN THOUSANDS)

<TABLE>
<CAPTION>
UNREALIZED
LOSS ON
ADDITIONAL MARKETABLE
COMMON PAID-IN ACCUMULATED EQUITY
STOCK CAPITAL DEFICIT SECURITIES TOTAL
------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Balance, September 30, 1990 $ 7 11,431 (3,583) - 7,855

Net loss - - (542) - (542)
--- ------ ------ --- -----

Balance, September 30, 1991 7 11,431 (4,125) - 7,313

Net earnings - - 709 - 709
--- ------ ------ --- -----

Balance, September 30, 1992 7 11,431 (3,416) - 8,022

Net earnings - - 1,008 - 1,008
--- ------ ------ --- -----

Balance, September 30, 1993 7 11,431 (2,408) - 9,030

Unrealized loss on marketable
equity securities (unaudited) - - - (43) (43)

Net earnings for the nine months
ended June 30, 1994 (unaudited) - - 715 - 715
--- ------ ------ --- -----

Balance, June 30, 1994 (unaudited) $ 7 11,431 (1,693) (43) 9,702
=== ====== ====== === =====
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE> 54
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEAR ENDED SEPTEMBER 30,
---------------- ------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 715 1,034 1,008 709 (542)
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Depreciation of premises and equipment 270 262 355 268 208
Amortization of goodwill - - - - 29
Write-off of goodwill - - - - 255
Loss (gain) on sale of premises and equipment - - 108 (1) (4)
Gain on sale of loans (156) (196) (256) (128) (4)
Gain on sale of mortgage-backed securities - (70) (70) - (326)
Net gain on sale of investment securities
held for sale - (33) (43) - -
Provision (credit) for loan losses (270) - 100 50 1,090
Provision for loss on real estate owned 37 180 200 348 39
Equity in net loss of joint ventures - - - 376 405
Increase (decrease) in deferred income taxes 31 (309) (412) (291) (215)
Stock dividends on Federal Home Loan Bank
stock (42) (91) (91) (101) (118)
Decrease (increase) in accrued interest
receivable (227) 84 115 263 195
(Decrease) increase in accrued interest
payable 14 5 (22) (45) (71)
Increase (decrease) in due to bank (281) 1,065 422 (122) 384
Decrease in accrued income taxes payable - - - - (401)
Decrease (increase) in refundable income taxes (362) 70 18 329 (399)
Increase in income tax payable - 264 - - -
Unrealized loss on loans held for sale 259 - - - -
Unrealized loss on mortgage-backed securities
held for sale 589 - - - -
(Increase) decrease in other assets 75 (309) (111) 82 564
Increase (decrease) in other liabilities 72 (6) 146 (207) 465
-------- ------- ------- ------- -------

Net cash provided by operating activities 724 1,950 1,467 1,530 1,554
-------- ------- ------- ------- -------

Cash flows from investing activities:
Loan originations (49,404) (58,525) (74,551) (45,851) (29,033)
Loan principal repayments 30,637 27,247 35,974 28,559 29,773
Purchase of premises and equipment (320) (1,583) (1,885) (522) (261)
Investment in and loans to joint ventures, net - - - 2,268 (1,340)
Proceeds from sale of real estate owned 356 714 717 636 1,407
Costs capitalized to real estate owned (41) (196) (207) (198) (179)
Proceeds from sale of premises and equipment - - - 2 781
Principal repayments on mortgage-backed securities 3,412 630 2,109 284 -
Purchase of mortgage-backed securities (27,160) (9,103) (11,187) (974) (20,198)
Purchase of investment securities (3,129) (6,000) (8,019) (2,492) -
Proceeds from sale of mortgage-backed securities 2,550 6,477 6,477 - 30,333
Proceeds from sale and maturity of investment securities - 4,533 8,543 - -
Proceeds from sale of loans 10,657 10,667 13,303 12,524 387
Purchase of Federal Home Loan Bank stock (42) (91) (91) - (45)
Proceeds from redemption of Federal Home Loan
Bank stock - - - - 225
-------- ------- ------- ------- -------

Net cash provided by (used in)
investing activities (32,484) (25,230) (28,817) (5,764) 11,850
======== ======= ======= ======= =======
</TABLE>

(continued)

F-5
<PAGE> 55
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
($ IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEAR ENDED SEPTEMBER 30,
---------------- ------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from financing activities:
Net increase (decrease) in deposits $ 25,074 23,026 35,023 (17,096) (17,705)
Proceeds from FHLB advances 47,000 91,490 109,490 66,245 16,900
Repayment of FHLB advances (42,500) (89,735) (113,235) (49,000) (16,900)
Increase (decrease) in advances by borrowers
for taxes and insurance (351) 6 622 171 82
-------- ------- -------- ------- -------

Net cash provided by (used in)
financing activities 29,223 24,787 31,900 320 (17,623)

Increase (decrease) in cash and cash equivalents (2,537) 1,507 4,550 (3,914) (4,219)

Cash and cash equivalents at beginning of period 7,417 2,867 2,867 6,781 11,000
-------- ------- -------- ------- -------

Cash and cash equivalents at end of period $ 4,880 4,374 7,417 2,867 6,781
======== ======= ======== ====== =======

Supplemental disclosures of cash flow information:

Interest paid $ 5,468 5,064 6,820 8,478 12,019
======== ======= ======== ====== =======

Income taxes paid $ 765 537 705 390 1,037
======== ======= ======== ====== =======
</TABLE>

Noncash transactions:
The Company acquired approximately $800,000, $2,600,000 and $4,400,000 of
real estate owned which was reclassified from loans to real estate owned
and approximately $1,343,100, $158,200 and $915,000 in loans were
originated for the sale of real estate owned during the years ended
September 30, 1993, 1992 and 1991, respectively. The Company also acquired
approximately $248,000 and $431,000 of real estate owned which was
reclassified from loans to real estate owned and approximately $241,000 and
$1,286,000 in loans were originated for sale of real estate owned during
the nine months ended June 30, 1994 and 1993 (unaudited), respectively.

During the year ended September 30, 1992, the Company transferred land with
a carrying value of $350,000 from real estate owned to premises and
equipment. Also in 1992, the loan to the joint venture was reclassified
from investment in and loans to joint venture to loans receivable on March
31, 1992 when the joint venture was dissolved (see Note 8). The balance of
this loan at March 31, 1992 was approximately $4,382,000.

Also, during the year ended September 30, 1992, the Company relocated its
operations and administrative offices to Presidential Square, a property
previously acquired through foreclosure. At September 30, 1992 the Company
occupied approximately 25% of this building and reclassified this property
from real estate owned to premises and equipment. At the time of
reclassification the property had a book value of approximately $2,490,300.

In addition, during the year ended September 30, 1991, the Company
securitized $11,832,843 of mortgage loans into mortgage-backed securities.

These noncash transactions have been excluded from the consolidated
statements of cash flows.

See Notes to Consolidated Financial Statements.

F-6
<PAGE> 56
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 AND FOR
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 (UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presidential Holding Corporation (the "Holding Company") owns 100% of the
outstanding stock of Presidential Bank, F.S.B. (the "Bank") (collectively
the "Company"). Effective October 1, 1993, the Bank converted from a
State Chartered Savings Bank to a Federally Chartered Savings Bank and
simultaneously changed its name from Presidential Bank, A State Savings
Bank to Presidential Bank, F.S.B. The Holding Company operates as a
unitary savings and loan holding company. On October 1, 1993, the Bank's
stockholder approved a plan of corporate reorganization under which the
Bank became a wholly-owned subsidiary of the Holding Company. The Bank's
stockholder exchanged his common shares for shares of the Holding Company.
As a result, all of the previously issued and outstanding $2.50 par value
common shares of the Bank were exchanged for 716,188 shares of the $.01
par value common shares of the Holding Company. The Holding Company's
acquisition of the Bank has been accounted for as a pooling of interest
and accordingly all financial data for periods prior to the acquisition
have been restated to include the results of the Bank.

The Bank was incorporated on November 25, 1980, and opened for business on
February 13, 1981. On February 1, 1988, all of the Bank's then
outstanding capital stock was acquired by Edward W. Cook for a total cash
purchase price of $8,673,294. The purchase price of the outstanding
stock was allocated to the fair value of the identifiable net assets of
the Bank as of the acquisition date. Since the fair value of the Bank's
identifiable net assets approximated book value, the effect was to record
goodwill totaling $4,389,672 representing the excess of the purchase
price over the recorded value of the identifiable net assets of the Bank
on the acquisition date. This goodwill was written off effective
September 30, 1989.

The accounting and reporting policies of the Company conform to generally
accepted accounting principles and to general practices within the thrift
industry. The following summarizes the more significant of these policies
and practices:

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiary, the Bank.
Furthermore, these financial statements include the accounts of the Bank's
wholly-owned subsidiaries First Presidential Mortgage Corporation, which
was inactive during nine months ended June 30, 1994 (unaudited) and years
ended September 30, 1993, 1992 and 1991 and First Presidential Service
Corporation ("FPSC") and First Presidential Service Corporation II
("FPSCII") which were inactive during nine months ended June 30, 1994
(unaudited), and the year ended September 30, 1993. Significant
intercompany balances and transactions have been eliminated in
consolidation. The investment in The Grove Associates joint venture was
accounted for using the equity method (see Note 8).

CASH AND CASH EQUIVALENTS. Cash equivalents consist of federal funds sold
and funds due from banks. For purposes of the statement of cash flows,
the Company considers all highly liquid debt instruments with original
maturities when purchased of three months or less to be cash equivalents.

(continued)

F-7
<PAGE> 57
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
LOANS RECEIVABLE. Loans receivable are stated at unpaid principal
balances, less the allowance for loan losses and net deferred loan
origination fees.

The allowance for loan losses is increased by charges to earnings and
decreased by charge-offs (net of recoveries). Management's periodic
evaluation of the adequacy of the allowance is based on the Company's
past loan loss experience, known and inherent risks in the portfolio,
adverse situations that may affect the borrower's ability to repay,
the estimated value of any underlying collateral, and current economic
conditions.

Uncollectible interest on loans that are contractually past due over
ninety days is charged-off. Income is subsequently recognized only to
the extent that cash payments are received until, in management's
judgement, the borrower's ability to make periodic interest and
principal payments is back to normal, in which case the loan is
returned to accrual status.

INVESTMENT AND MORTGAGE-BACKED SECURITIES. Investment and mortgage-backed
securities held for investment are carried at cost, adjusted for
amortization of premiums and accretion of discounts, because management
has the intent and ability to hold them to maturity. Premiums are
amortized and discounts accreted to income using the interest method over
the remaining life of the securities. Mutual funds are carried at the
lower of cost or market value with unrealized losses, if any, recorded
in a valuation allowance by charges to stockholder's equity. At June 30,
1994 (unaudited) there were unrealized losses net of tax effect of
$43,000.

LOANS, INVESTMENTS AND MORTGAGE-BACKED SECURITIES HELD FOR SALE. Loans,
investments and mortgage-backed securities held for sale are carried at
the lower of cost, adjusted for amortization of premiums and discounts, or
estimated market value in the aggregate. Net unrealized losses, if any,
are recognized in a valuation allowance by charges to earnings. Gain or
loss on the sale of such loans and securities are determined using the
specific identification method.

PREMISES AND EQUIPMENT. Premises and equipment are carried at cost less
accumulated depreciation and amortization. Depreciation is computed
principally on the straight-line method over the estimated useful lives of
the assets, which range from five to ten years for furniture and
equipment. Leasehold improvements are amortized over the term that
management expects to lease the property. Buildings are depreciated over
30 years. Expenditures for maintenance and repairs are charged to
earnings as incurred. Major expenditures for betterments and renewals
are capitalized. The carrying amounts of assets sold or retired and
related accumulated depreciation are eliminated in the year of disposal
and the resulting gains and losses are included in earnings.

REAL ESTATE OWNED. Real estate properties acquired through, or in lieu of,
loan foreclosure are initially recorded at the lower of the loan balance
or fair value at the date of foreclosure. Costs relating to development
and improvement of property are capitalized, whereas costs relating to the
holding of property are expensed.

Valuation is periodically performed by management, and an allowance
for losses is established by charge to operations if the carrying
value of a property exceed its estimated fair value.
(continued)
F-8
<PAGE> 58
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
DUE TO BANK. The Company maintains a disbursement system through Citicorp
Services, Inc. whereby drafts are drawn on Citibank and payable by the
Company two days after issuance. It is the Company's policy to record
disbursements as drafts are issued.

LOAN ORIGINATION FEES. Loan origination fees net of direct loan
origination costs are deferred and recognized over the life of each loan
as an adjustment of yield.

INCOME TAXES. The Company and its subsidiaries follow the practice of
filing consolidated federal and state income tax returns. Income taxes
are allocated to the Company and its subsidiaries as though separate tax
returns were being filed.

In 1992 and prior years, the Company computed income tax expense in
accordance with Statement of Financial Accounting Standards No. 96
("SFAS 96").

In February 1992, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 109 ("SFAS
109") relating to the method of accounting for income taxes. SFAS 109
requires companies to take into account changes in tax rates when
valuing the deferred income tax amounts they carry on their balance
sheets (the "Liability Method"). SFAS 109 also requires that deferred
income taxes be provided for all temporary differences between
financial statement income and taxable income, however, a deferred tax
liability is not recognized for bad debt reserves of savings
associations that arose in tax years beginning before December 31,
1987 (base year reserves). Effective October 1, 1992, the Company
adopted SFAS 109 and has reported the cumulative effect of that change
in the method of accounting for income taxes in the 1993 consolidated
statement of operations. Periods prior to 1993 were not restated.

FUTURE ACCOUNTING REQUIREMENTS. In May 1993, FASB issued Statement of
Financial Accounting Standards No. 114 which addresses the accounting by
creditors for impairment of certain loans. It requires that impaired
loans that are within the scope of this Statement be measured based on the
present value of expected future cash flows discounted at the loan's
effective interest rate or, as a practical expedient, at the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. This Statement will apply to financial statements
for fiscal years beginning after December 15, 1994. Management does not
anticipate that this Statement will have a material impact on the Company.

In May 1993, FASB issued Statement of Financial Accounting Standards No.
115 which addresses the accounting and reporting for investments in equity
securities that have readily determinable fair value and for all
investments in debt securities. This Statement is effective for fiscal
years beginning after December 15, 1993. Management expects to implement
this Statement on September 30, 1994 and is uncertain what effect this
Statement will have on the financial statements of the Company.

RECLASSIFICATIONS. Certain amounts in the prior year financial statements
have been reclassified to conform to the 1994 presentation.

(continued)
F-9
<PAGE> 59
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(2) INVESTMENT SECURITIES
HELD FOR INVESTMENT. The carrying values and estimated market values of
investment securities held for investment are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
AT JUNE 30, 1994
-----------------------
ESTIMATED
AMORTIZED MARKET
COST VALUE
---------- ---------
(UNAUDITED)
<S> <C> <C>
Mutual fund $ 2,016 2,016
Corporate debentures 2,083 2,075
U.S. Government obligations 1,000 998
------- -----

$ 5,099 5,089
======= =====
</TABLE>

The amortized cost and estimated market values of investment securities
held for investment are as follows (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, 1994
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- --------- ---------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Mutual funds $ 2,016 - - 2,016
Corporate debentures 2,083 - 8 2,075
U.S. Government obligations 1,000 - 2 998
------- ------ ---- -----

$ 5,099 - 10 5,089
======= ====== ==== =====
</TABLE>

The amortized cost and estimated market values of debt securities by
contractual maturity are shown below (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, 1994
-------------------------
ESTIMATED
AMORTIZED MARKET
COST VALUE
---------- ---------
(UNAUDITED)
<S> <C> <C>
Due after one year through five years $ 3,083 3,073
======= =====
</TABLE>

(continued)

F-10
<PAGE> 60
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(2) INVESTMENT SECURITIES, CONTINUED
HELD FOR SALE. The carrying values and estimated market values of
investment securities held for sale are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1993 AT SEPTEMBER 30, 1992
--------------------- ---------------------
ESTIMATED ESTIMATED
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
---------- --------- -------- -------
<S> <C> <C> <C> <C>
U.S. Government Agency $ - - 975 1,024
Mutual Fund 2,013 2,015 1,519 1,527
------ ----- ----- -----

$ 2,013 2,015 2,494 2,551
======= ===== ===== =====
</TABLE>

The amortized cost and estimated market values of investment securities
held for sale are as follows (in thousands):

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
-------- --------- -------- -------
<S> <C> <C> <C> <C>
AT SEPTEMBER 30, 1993:
Mutual Fund $ 2,013 2 - 2,015
------- -- -- -----

AT SEPTEMBER 30, 1992:
U.S. Government Agency 975 49 - 1,024
Mutual Fund 1,519 8 - 1,527
------- -- -- -----

$ 2,494 57 - 2,551
======= == == =====
</TABLE>

Proceeds from the sales of investment securities during the nine months
ended June 30, 1993 (unaudited) and the year ended September 30, 1993 were
$4,533,000 and $8,018,771, respectively. Gross gains of $33,000 and
$45,804 and gross losses of $0 and $2,200 were realized on those sales.
There were no sales of investments securities during the nine months ended
June 30, 1994 (unaudited) and the years ended September 30, 1992 or 1991.

(3) MORTGAGE-BACKED SECURITIES
HELD FOR INVESTMENT. The carrying values and estimated market values of
mortgage-backed securities held for investment are summarized as follows
(in thousands):
<TABLE>
<CAPTION>
ESTIMATED
PRINCIPAL UNAMORTIZED UNEARNED CARRYING MARKET
BALANCE PREMIUMS DISCOUNTS VALUE VALUE
------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
AT JUNE 30, 1994 (UNAUDITED):
Collateralized
mortgage
obligations $ 14,164 - - 14,164 13,725
======== ======== ======== ====== ======
</TABLE>

(continued)
F-11
<PAGE> 61
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(3) MORTGAGE-BACKED SECURITIES, CONTINUED
HELD FOR SALE. The carrying values and estimated market values of
mortgage-backed securities held for sale are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
ESTIMATED
PRINCIPAL UNAMORTIZED UNEARNED CARRYING MARKET
BALANCE PREMIUMS DISCOUNTS VALUE VALUE
------------ ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
AT JUNE 30, 1994 (UNAUDITED):
Collateralized mortgage
obligations $ 10,250 - - 10,250 10,250
FHLMC Certificates 1,581 - - 1,581 1,581
-------- ---- ---- ------ ------

$ 11,831 - - 11,831 11,831
======== ==== ==== ====== ======
AT SEPTEMBER 30, 1993:
Collateralized mortgage
obligations 4,378 46 - 4,424 4,390
FHLMC Certificates 963 - (1) 962 997
-------- ---- ---- ------ ------

$ 5,341 46 (1) 5,386 5,387
======== ==== ==== ====== ======
AT SEPTEMBER 30, 1992:
FHLMC Certificates $ 2,716 - (2) 2,714 2,778
======== ==== ==== ====== ======
</TABLE>
Proceeds from the sales of mortgage-backed securities during the nine
months ended June 30, 1994 (unaudited) and the years ended September 30,
1993 and 1991 were $2,550,000, $6,476,597 and $30,333,000, respectively.
There were no gains or losses realized for sales made during the nine
months ended June 30, 1994 (unaudited). Gross gains of $69,736 and
$331,848 and gross losses of $0 and $6,139 were realized on sales made
during years ended September 30, 1993 and 1991, respectively. There were
no sales during the year ended September 30, 1992.

(4) LOANS RECEIVABLE, NET
THE PORTFOLIO. Loans receivable consist of the following (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
----------- ----------------------
1994 1993 1992
---- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
First mortgage loans:
Real estate - permanent $ 173,242 166,519 143,522
Real estate - construction 17,070 15,050 10,604
--------- ------- -------

Total first mortgage loans 190,312 181,569 154,126

Other loans:
Home equity line-of-credit loans 2,848 2,310 2,165
Savings account loans 272 116 248
Commercial loans - 31 364
--------- ------- -------

Total loans receivable 193,432 184,026 156,903

Deduct:
Undisbursed portion of loans in process 10,475 7,477 5,209
Deferred loan fees 658 636 434
General loan loss reserve 1,000 1,300 1,200
--------- ------- -------

Loans receivable, net $ 181,299 174,613 150,060
========= ======= =======
</TABLE>

(continued)

F-12
<PAGE> 62
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(4) LOANS RECEIVABLE, NET, CONTINUED
CREDIT RISK AND LOAN LOSSES. The Company grants real estate loans to
customers primarily in the State of Florida with the majority of such
loans in the Sarasota County area. Therefore, the Company's exposure to
credit-risk is significantly affected by changes in the economy of the
Sarasota County area. The activity in the allowance for loan losses is as
follows (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEAR ENDED SEPTEMBER 30,
-------------- ------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Balance, beginning of period $ 1,300 1,200 1,200 1,200 280
Provision (credit) charged to earnings (270) - 100 50 1,090
Charge-offs (30) - - (50) (170)
------- ----- ----- ----- -----

Balance, end of period $ 1,000 1,200 1,300 1,200 1,200
======= ===== ===== ===== =====
</TABLE>

Nonaccrual loans totaled approximately $192,000, $1,245,000, $296,000,
$272,000 and $2,907,000 at June 30, 1994 and 1993 (unaudited) and
September 30, 1993, 1992 and 1991, respectively. Interest income that
would have been recorded under the original terms of such loans and the
interest income actually recognized are summarized below (in thousands):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEAR ENDED SEPTEMBER 30,
-------------- ------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest income that would have been
recorded $ 13 85 27 28 290
Interest income recognized (2) (20) (10) (21) (257)
---- --- --- --- ----

Interest income foregone $ 11 65 17 7 33
==== === === === ====
</TABLE>

LOANS TO AFFILIATED PERSONS. Aggregate advances and payments on loans to
officers and directors is as follows (in thousands):

<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED
ENDED JUNE 30, SEPTEMBER 30,
------------------ --------------
1994 1993 1993 1992
---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
Beginning balance $ 1,947 434 434 272
Additions - 115 1,523 172
Repayments (2) (8) (10) (10)
------- --- ----- ---

Ending balance $ 1,945 541 1,947 434
======= === ===== ===
</TABLE>

(continued)

F-13
<PAGE> 63
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(5) LOAN SERVICING
Mortgage loans serviced for other are not included in the accompanying
consolidated balance sheets. The unpaid principal balances of these loans
are summarized as follows (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
----------- ----------------------------
1994 1993 1992 1991
---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
Mortgage loan portfolios serviced for:
FHLMC $ 6,390 7,243 8,878 11,364
FNMA 28,904 22,433 13,638 1,858
Other investors 4,990 5,853 6,940 7,661
-------- ------ ------ ------

$ 40,284 35,529 29,456 20,883
======== ====== ====== ======
</TABLE>

Custodial escrow balances maintained in connection with the foregoing loan
servicing were approximately $302,000 (unaudited), $412,700 and $253,000
at June 30, 1994 and September 30, 1993 and 1992, respectively.

(6) ACCRUED INTEREST RECEIVABLE
Accrued interest receivable is summarized as follows (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
----------- ----------------
1994 1993 1992
---- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
Investment securities $ 80 31 34
Mortgage-backed securities 112 27 17
Loans receivable 897 804 926
-------- --- ---

$ 1,089 862 977
======== === ===
</TABLE>

(7) REAL ESTATE OWNED
Activity in the allowance for losses for real estate owned is as follows
(in thousands):

<TABLE>
<S> <C>
Balance at September 30, 1990 $ 10
Provision charged to earnings 39
Charge-offs, net of recoveries (49)
----

Balance at September 30, 1991 -
Provision charged to earnings 348
Charge-offs, net of recoveries (115)
----

Balance at September 30, 1992 233
Provision charged to earnings 200
Charge-offs, net of recoveries (413)
----

Balance at September 30, 1993 20
Provision charged to earnings (unaudited) 37
Charge-offs, net of recoveries (unaudited) (20)
----

Balance at June 30, 1994 (unaudited) $ 37
=====
</TABLE>

(continued)

F-14
<PAGE> 64
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(8) INVESTMENT IN AND LOANS TO JOINT VENTURE
FPSC II owned a 50% partnership interest in The Grove Associates which was
engaged in the development of a planned residential project consisting of
255 single family lots. Effective March 31, 1992 FPSC II sold its
interest in this joint venture to an affiliate of its former venture
partner. The net effect of the sale on 1992 consolidated operations was
$21,000 of earnings. The loan to the joint venture as of September 30,
1991 was reclassified to loans receivable on March 31, 1992 and has a
balance of $1,808,627 and $2,789,310 at June 30, 1994 (unaudited) and
September 30, 1993, respectively. A portion of the $800,000 sales price
was financed by FPSC II and was secured by a lien on the remaining lots
in the project developed by the Grove Associates. The balance of this
note receivable at September 30, 1993 was $266,500 and was paid in full
as of March 31, 1994 (unaudited). Summarized financial information for
The Grove Associates for the period from October 1, 1991 to March 31,
1992 and the year ended September 30, 1991 is as follows (in thousands):

CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FROM
OCTOBER 1, 1991 YEAR ENDED
TO MARCH 31, SEPTEMBER 30,
------------ -------------
1992 1991
---- ----
<S> <C> <C>
Sales $ 1,887 966
Cost of sales 1,581 615
------- -----

Gross profit 306 351
------- -----

Other (income) expense:
General and administrative 53 210
Advertising and selling 134 65
Interest 420 810
Other expense, net 38 9
------- -----

645 1,094
------- -----

Net loss $ (339) (743)
======= =====
</TABLE>

(9) PREMISES AND EQUIPMENT, NET
Premises and equipment are summarized as follows (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
----------- ----------------
1994 1993 1992
---- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
Land $ 2,200 2,225 1,659
Buildings 2,852 2,814 2,175
Leasehold improvements 525 391 385
Furniture and equipment 1,868 1,696 1,026
------- ----- -----

7,445 7,126 5,245
Less accumulated depreciation 1,431 1,162 704
------- ----- -----

Premises and equipment, net $ 6,014 5,964 4,541
======= ===== =====
</TABLE>

(continued)
F-15
<PAGE> 65
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(10) DEPOSITS
Deposits are summarized as follows ($ in thousands):

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE
RATE AT RATE AT
JUNE 30, AT JUNE 30, SEPTEMBER 30, AT SEPTEMBER 30,
--------- ----------- ------------- --------------------
1994 1994 1993 1993 1992
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Demand and NOW accounts,
including noninterest
bearing deposits of
$4,991,000, $4,475,000
and $1,918,000 at June 30,
1994, September 30, 1993 and
1992, respectively 1.28% $ 24,889 1.40% $ 20,508 13,539
Passbook and statement accounts 2.23 6,658 2.21 6,008 4,733
Money market accounts 2.50 29,034 2.60 30,430 25,403
---- -------- ---- --------- -------
1.97 60,581 2.12 56,946 43,675
---- -------- ---- --------- -------
Certificate accounts:
3.01% - 5.00% 96,633 94,510 58,893
5.01% - 7.00% 33,642 11,682 20,539
7.01% - 9.00% 3,901 6,101 10,978
9.01% - 9.15% - 444 575
-------- --------- -------
Total certificate
accounts 4.39 134,176 4.19 112,737 90,985
---- -------- ---- --------- -------
Total 3.64% $ 194,757 3.49% $ 169,683 134,660
===== ========= ==== ========= =======
</TABLE>

The aggregate amount of short-term jumbo certificates of deposits with a
minimum denomination of $100,000 was approximately $12.9 million, $11.9
million and $3.9 million at June 30, 1994 (unaudited), September 30, 1993
and 1992, respectively.

(continued)

F-16
<PAGE> 66
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(10) DEPOSITS, CONTINUED
The following table presents, by various interest rate categories, the
amounts of certificate accounts at June 30, 1994 (unaudited) and September
30, 1993 maturing during the periods reflected below (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING JUNE 30,
-------------------------------------------------------------------
1995 1996 1997 1998 1999 TOTAL
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
AT JUNE 30, 1994 (UNAUDITED):
3.01% - 5.00% $ 84,157 8,950 808 725 1,993 96,633
5.01% - 7.00% 10,559 9,328 3,565 7,014 3,176 33,642
7.01% - 9.00% 2,360 1,541 - - - 3,901
-------- ------ ----- ----- ----- -------
$ 97,076 19,819 4,373 7,739 5,169 134,176
======== ====== ===== ===== ===== =======

<CAPTION>
YEAR ENDING SEPTEMBER 30,
------------------------------------------------------------------
1994 1995 1996 1997 1998 TOTAL
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
AT SEPTEMBER 30, 1993:
3.01% - 5.00% $ 84,032 8,284 655 128 1,411 94,510
5.01% - 7.00% 349 1,348 253 4,333 5,399 11,682
7.01% - 9.00% 2,781 3,053 267 - - 6,101
9.01% - 9.15% 444 - - - - 444
-------- ------ ----- ----- ----- -------
$ 87,606 12,685 1,175 4,461 6,810 112,737
======== ====== ===== ===== ===== =======
</TABLE>

(continued)

F-17
<PAGE> 67
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(11) ADVANCES FROM FEDERAL HOME LOAN BANK
Advances are summarized as follows (in thousands):

MATURING IN THE WEIGHTED AT JUNE 30, AT SEPTEMBER 30,
YEAR ENDING AVERAGE ----------- ---------------------
SEPTEMBER 30, RATE 1994 1993 1992
--------------- ---------- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
1993 3.53% $ - - 17,245
1994 3.67% 5,000 8,500 -
1994 4.40% 5,000 5,000 -
1995 4.40% 8,000 - -
1996 8.55% 6,000 6,000 6,000
-------- ------ ------
$ 24,000 19,500 23,245
======== ====== ======
</TABLE>

The Company is required by its collateral agreement with the Federal Home
Loan Bank of Atlanta to maintain certain qualifying first mortgage loans
and its Federal Home Loan Bank stock, as collateral for advances.
Qualifying first mortgage loans with a balance of approximately
$29,278,000 (unaudited), and $34,471,000 at June 30, 1994 and September
30, 1993 were pledged under this agreement.

(12) INCOME TAXES
As discussed in Note 1, the Company adopted SFAS 109 as of October 1, 1992.
The cumulative effect of this change in accounting for income taxes of
$185,000 was determined as of October 1, 1992 and is reported separately
in the consolidated statement of operations for the year ended September
30, 1993 and the nine months ended June 30, 1993. Periods prior to 1993
were not restated. The computation of income tax expense for the year
ended September 30, 1993 and the nine months ended June 30, 1993
(unaudited) did not differ materially because of the adoption of SFAS 109.

If certain conditions are met in determining taxable income, the Company is
allowed a special bad debt deduction based on a percentage of taxable
income (presently 8 percent) or on specified experience formulas. Under
SFAS 109, a deferred income tax liability is not recognized for bad debt
reserves of savings associations that arose in tax years beginning before
December 31, 1987 (base year reserves). In addition, SFAS 109 allows
savings associations to recognize a deferred tax asset for their financial
statement allowance for loan losses. Base year bad debt reserves are
included in taxable income of later years only if they are used for
purposes other than to absorb bad debt losses. Because the Company does
not intend to use the base year reserves for purposes other than to absorb
losses, no deferred income taxes have been provided. The unrecorded
deferred income tax liability on the base year bad debt reserves of
$718,000 was approximately $273,000 at June 30, 1994 (unaudited) and
September 30, 1993.

(continued)

F-18
<PAGE> 68
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(12) INCOME TAXES, CONTINUED
The Company's effective income tax rate differs from the statutory Federal
income tax rate for the following reasons (in thousands):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEAR ENDED SEPTEMBER 30,
-------------- ------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
% OF % OF % OF % OF % OF
PRETAX PRETAX PRETAX PRETAX PRETAX
INCOME INCOME INCOME INCOME INCOME
------ ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Tax at federal income tax rate 34.0% 34.0% 34.0% 34.0% (34.0)%
Increase (decrease) resulting from:
Amortization of goodwill - - - - 1.9
Excess of allowance for loan losses
for financial reporting purposes
over the allowance for tax
reporting purposes - - - - 32.4
State income tax (net of federal
income tax benefit) 3.6 3.6 2.8 2.6 -
Other, net .2 .7 .8 1.0 3.8
---- ---- ---- ---- -----
Total 37.8% 38.3% 37.6% 37.6% 4.1%
==== ==== ==== ==== =====
</TABLE>

The components of the provision for income taxes are as follows (in
thousands):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED JUNE 30, YEAR ENDED SEPTEMBER 30,
-------------- ------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Current:
Federal $ 343 627 626 630 216
State 58 87 98 88 21
----- ---- ---- ---- ----
Total 401 714 724 718 237
----- ---- ---- ---- ----
Deferred:
Federal 26 (163) (184) (248) (188)
State 5 (28) (43) (43) (28)
----- ---- ---- ---- ----
Total 31 (191) (227) (291) (216)
----- ---- ---- ---- ----
Total provision for income taxes $ 432 523 497 427 21
===== ==== ==== ==== ====
</TABLE>

(continued)

F-19
<PAGE> 69
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(12) INCOME TAXES, CONTINUED
Deferred income taxes are provided for the temporary differences between
the financial reporting bases and the tax bases of the Company's assets
and liabilities. The major temporary differences that gives rise to the
deferred tax liability are:

1) Deferred loan fees.
2) Accumulated depreciation of premises and equipment.
3) Stock dividends on Federal Home Loan Bank Stock.
4) Allowance for loan losses.

Earnings appropriated to bad debt reserves and deducted for federal income
tax purposes are not available for payment of cash dividends or other
distributions to the stockholder, including distributions on redemption,
dissolution, or liquidation without payment of taxes by the Company on the
amount of earnings removed from the reserves for such distribution at the
then current tax rate. Under applicable Code provisions, the amount which
would be deemed removed from such reserves by the Company, in the event of
any such distribution to the stockholder, and which would be subject to
taxation at the Company level at the normal tax rate would approximate one
hundred and fifty percent (150%) of the net amount actually distributed to
the stockholder. At June 30, 1994 (unaudited) and September 30, 1993,
the Company had approximately $2,240,000 and $1,575,000, respectively,
in tax earnings and profits available for dividend distribution to its
stockholder without the imposition of any tax at the Company level.

(13) COMMITMENTS
The Company is obligated under various operating lease agreements for
office facilities. The future minimum lease payments on these leases are
as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING SEPTEMBER 30: AT JUNE 30, AT SEPTEMBER 30,
----------- ----------------
1994 1993
---- ----
(UNAUDITED)
<S> <C> <C>
1994 $ 22 86
1995 79 79
1996 47 47
1997 28 28
1998 18 18
--- ---

$ 194 258
===== ===
</TABLE>

Rent expense for the nine months ended June 30, 1994 and 1993 (unaudited)
and the years ended September 30, 1993, 1992 and 1991 was approximately
$148,000, $134,000, $185,000 $343,000 and $383,000, respectively.

(continued)

F-20
<PAGE> 70
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(14) PROFIT SHARING PLAN
The Company sponsors a profit sharing plan established in accordance with
the provisions of Section 401(k) of the Internal Revenue Code. The profit
sharing plan is available to all employees electing to participate after
meeting certain length-of-service requirements. The Company's
contributions to the profit sharing plan are discretionary and are
determined annually prior to the end of the calendar year. Expense
relating to the Company's contributions to the profit sharing plan
included in the accompanying consolidated financial statements was
$33,895, $19,899, $25,184, $5,388 and $24,723 for the nine months ended
June 30, 1994 and 1993 (unaudited) and the years ended September 30,
1993, 1992 and 1991, respectively.

(15) PHANTOM STOCK OPTION PLAN
As of October 1, 1992, the Company approved a Bonus Plan to provide for the
payment of incentive compensation to participants based on the Company's
performance. Plan participants are allocated a nonparticipating
percentage of equity (Phantom Stock) by the Board of Directors. This
percentage ownership is used in determining the amount of compensation
that is allocated to a participant's Phantom Stock option account. All
participants are vested after five years and as of June 30, 1994
(unaudited) and September 30, 1993 the Company has accrued $117,792 and
$79,992, respectively as a payable to participants in this plan.

(16) REGULATORY MATTERS (UNAUDITED)
In connection with the insurance of deposit accounts the Bank is required
to maintain minimum regulatory capital requirements. These represent a
restriction on stockholder's equity. The following is a summary of the
capital requirements, the Bank's capital and the amounts in excess as of
June 30, 1994 and September 30, 1993:

<TABLE>
<CAPTION>
TANGIBLE CORE RISK-BASED
------------------ -------------------- --------------------
($ IN THOUSANDS)
% OF
% OF % OF RISK-
QUALIFYING QUALIFYING WEIGHTED
AMOUNT ASSETS AMOUNT ASSETS AMOUNT ASSETS
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
AT JUNE 30, 1994:
Regulatory capital $ 9,702 4.2% $ 9,702 4.2% $ 10,687 8.6%
Requirement 3,486 1.5 6,972 3.0 9,968 8.0
------- --- ------- --- -------- ---
Excess $ 6,216 2.7% $ 2,730 1.2% $ 719 .6%
======= === ======= === ========= ===
AT SEPTEMBER 30, 1993:
Regulatory capital $ 9,030 4.5% $ 9,030 4.5% $ 10,315 9.0%
Requirement 3,033 1.5 6,066 3.0 9,201 8.0
------- --- ------- --- -------- ---
Excess $ 5,997 3.0% $ 2,964 1.5% $ 1,114 1.0%
======= === ======= === ========= ===
</TABLE>

(continued)

F-21
<PAGE> 71
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(16) REGULATORY MATTERS (UNAUDITED), CONTINUED
The Bank may not declare or pay a cash dividend on, or repurchase any of
its capital stock if the effect thereof would cause the regulatory capital
of the Bank to be reduced below the amount required for the regulatory
capital requirements imposed by regulatory authorities.

On October 21, 1991, the Bank entered into a Written Agreement with the
Office of Thrift Supervision ("OTS") which, among other things, required
the Bank to review and revise, if appropriate, its existing loan
underwriting policies and procedures, the adoption of a plan to reduce the
level of classified assets and the preparation of a business plan. On
June 18, 1993, the OTS terminated this Written Agreement.

(17) FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its
customers. These financial instruments are mortgage loan commitments to
extend credit and may involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the consolidated
balance sheet. The contract amounts of these instruments reflect the
extent of involvement the Company has in these financial instruments.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit
is represented by the contractual amount of those instruments. The
Company uses the same credit policies in making commitments as it does for
on-balance-sheet loans receivable.

Financial instruments whose contract amounts represent interest rate and
credit risk are as follows (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, AT SEPTEMBER 30,
----------- ------------------
1994 1993 1992
---- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
Outstanding mortgage loan commitments,
exclusive of loans in process:
At fixed rates $ 292 2,070 1,017
At variable rates 4,725 2,944 3,222
------- ----- -----

$ 5,017 5,014 4,239
======= ===== =====

Irrevocable letter of credit $ 107 142 142
======= ===== =====
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since some of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. The
Company evaluates each customer's credit worthiness on a case-by-case
basis. The amount of collateral obtained if deemed necessary by the
Company upon extension of credit is based on management's credit
evaluation of the borrower.

(continued)

F-22
<PAGE> 72
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(17) FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK, CONTINUED
Irrevocable letters of credit written are conditional commitments issued by
the Company to guarantee the performance of a customer to a third party of
non financial or commercial undertakings. The letter of credits
outstanding at June 30, 1994 (unaudited) and September 30, 1993 and 1992
expire within one year. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loans to
customers.

(18) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:

CASH AND CASH EQUIVALENTS. For those short-term instruments, the carrying
amount is a reasonable estimate of fair value.

LOANS, INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES HELD FOR SALE.
Fair value equals market price, if available. If a quoted market price is
not available, fair value is estimated using quoted market prices for
similar securities.

INVESTMENT AND MORTGAGE-BACKED SECURITIES. Fair value equals market price,
if available. If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities.

LOANS RECEIVABLE. The fair value of loans is estimated by discounting the
future cash flows using the current rates at which similar loans would be
made to borrowers with similar credit rating and for the same remaining
maturities.

DEPOSITS. The fair value of NOW accounts, savings accounts, and certain
money market deposits is the amount payable on demand at the reporting
date. The fair value of fixed maturity certificates of deposit accounts
is estimated using the rates currently offered for deposits of similar
remaining maturities.

BORROWED FUNDS. Rates currently available to the Company for debt with
similar terms and remaining maturities are used to estimate fair value of
existing debt.

COMMITMENTS TO EXTEND CREDIT. The fair value of commitments is estimated
using the fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the present
creditworthiness of the counterparties. For fixed-rate loan commitments,
fair value also considers the difference between current levels of
interest rates and the committed rates.

(continued)

F-23
<PAGE> 73
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(18) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, CONTINUED
The estimated fair values of the Company's financial instruments are as
follows (in thousands):

<TABLE>
<CAPTION>
AT JUNE 30, 1994 AT SEPTEMBER 30, 1993
-------------------- ---------------------
(UNAUDITED)
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
------ ----- ------ -----
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $ 4,880 4,880 7,417 7,417
======== ======= ======= =======
Investment securities held for investment $ 5,099 5,089 - -
======== ======= ======= =======
Investment securities held for sale $ - - 2,013 2,015
======== ======= ======= =======
Mortgage-backed securities held
for investment $ 14,164 13,725 - -
======== ======= ======= =======
Mortgage-backed securities held for sale $ 11,831 11,831 5,386 5,387
======== ======= ======= =======
Loans receivable 182,299 175,913
Less - allowance for loan losses 1,000 1,300
------- -------
$181,299 186,288 174,613 181,084
======== ======= ======= =======
Loans held for sale $ 4,670 4,670 3,114 3,114
======== ======= ======= =======
Financial liabilities:
Deposits $194,757 194,387 169,683 170,255
======== ======= ======= =======
Borrowed funds $ 24,000 24,175 19,500 20,495
======== ======= ======= =======
Unrecognized financial instruments -
Commitments to extend credit $ 5,017 5,017 5,014 5,076
======== ======= ======= =======
</TABLE>

(continued)

F-24
<PAGE> 74
PRESIDENTIAL HOLDING CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
THE NINE MONTHS ENDED JUNE 30, 1994 AND 1993 ARE UNAUDITED

(19) BRANCH ACQUISITION AND CAPITAL CONTRIBUTION
On December 2, 1988 the Bank acquired $18,300 of personal property and
assumed deposit liabilities totaling $14,701,200 associated with the
branch of another financial institution located in Fort Myers, Florida.
A premium equivalent to 2% of the deposit liabilities assumed was paid by
the Bank and recorded as Goodwill. The real property associated with the
branch was purchased with the approval of regulatory authorities by
Canarsie, Inc., an affiliate of Edward W. Cook, the sole stockholder of
the Bank. The Bank leased the real property from Canarsie, Inc. through
May 31, 1990 at a fair market rental which was also approved by
regulatory authorities. Effective May 31, 1990, Mr. Cook acquired the
real property from Canarsie, Inc. and contributed it, together with
$2,000,000 cash, to the Bank as additional paid-in capital. The real
property had an appraised value of $765,000 for purposes of the
contribution.

In July 1991, the Bank sold this Fort Myers branch to another financial
institution. The following summarizes the branch sale transaction as
recorded by the Bank:

Deposits and related accrued interest assumed by the other financial
institution (in thousands):

Deposits $ 10,823
Accrued interest 46
--------

$ 10,869
========

Cash paid, assets sold, and liabilities recorded:

Cash $ 9,861
Premises and equipment 769
Other assets 26
Write-off of goodwill 255
Loss on sale of branch (43)
Liabilities recorded as a result
of the branch sale 1
--------

$ 10,869
========

(20) SUBSEQUENT EVENT (UNAUDITED)
In June 1994 the sole stockholder of the Company agreed to sell the Company
to another financial institution.

F-25
<PAGE> 75

EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION

AMONG

FIRST OF AMERICA BANK CORPORATION,

FIRST OF AMERICA ACQUISITION COMPANY

AND

PRESIDENTIAL HOLDING CORPORATION

DATED AS OF JUNE 28, 1994

A-i
<PAGE> 76
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE ONE
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

1.01 Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.02 Manner of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.03 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
1.04 Articles of Incorporation, Bylaws, Directors, Officers and Name of the Surviving Corporation . . . . . A-2
1.05 Merger of Presidential Bank, FSB and FOA-Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
1.06 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3

ARTICLE TWO

Representations and Warranties of First of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3

2.01 Organization; Qualification; Good Standing; Corporate Power . . . . . . . . . . . . . . . . . . . . . A-3
2.02 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
2.03 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
2.04 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
2.05 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.06 No Violation, Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
2.08 Taxes, Returns and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.09 Corporate Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.10 Brokerage Commissions, Fees, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.11 Regulatory Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.12 Compliance With ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
2.13 Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
2.14 Advice of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
2.15 Shares to be Issued in Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
2.16 Orders, Injunctions, Decrees, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
2.17 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7

ARTICLE THREE

Representations and Warranties of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7

3.01 Organization; Qualification; Good Standing; Corporate Power . . . . . . . . . . . . . . . . . . . . . A-7
3.02 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
3.03 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
3.04 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.05 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.06 No Violation, Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.08 Taxes, Returns and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.09 Corporate Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.10 Obligations to Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
3.11 Brokerage Commissions, Fees, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
3.12 Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.13 Articles of Incorporation, Articles of Association, Bylaws, Etc . . . . . . . . . . . . . . . . . . . A-12
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3.14 Orders, Injunctions, Decrees, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.15 Shareholders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.16 Regulatory Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
3.17 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
3.18 Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
3.19 Fiduciary Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
3.20 Compliance With Environmental and Safety Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
3.21 Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
3.22 Insider Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
3.23 No Sensitive Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
3.24 Community Reinvestment Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
3.25 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
3.26 Qualified Thrift Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
3.27 Advice of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15

ARTICLE FOUR

Covenants of First of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15

4.01 Conduct Of Business; Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
4.02 SEC Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
4.03 Authorization, Reservation, and Stock Exchange Listing of Common Stock . . . . . . . . . . . . . . . . A-16
4.04 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
4.05 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
4.06 Required Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
4.07 Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
4.08 Current Public Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
4.09 Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
4.10 Severance Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
4.11 Health Care Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17

ARTICLE FIVE

Covenants of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17

5.01 Shareholders' Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
5.02 Conduct Of Business; Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
5.03 Affiliate Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
5.04 Information, Access Thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
5.05 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
5.06 Litigation Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
5.07 Bank Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
5.08 Company Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20

ARTICLE SIX

Conditions to Obligations of Each of the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20

6.01 Approval by Affirmative Vote of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
6.02 Approval by Federal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
6.03 Approval by OTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
6.04 Approval by FIB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
6.05 Approval of Bank Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
6.06 Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
6.07 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
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6.08 Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
6.09 Other Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
6.10 Orders, Decrees and Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
6.11 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21

ARTICLE SEVEN

Further Conditions to the Obligations of The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22

7.01 Compliance by First of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
7.02 Accuracy of Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
7.03 Sufficiency of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
7.04 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
7.05 Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
7.06 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
7.07 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
7.08 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
7.09 Listing of First of America Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24

ARTICLE EIGHT

Further Conditions to the Obligations of First of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24

8.01 Compliance by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
8.02 Accuracy of Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
8.03 Sufficiency of Documents, Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
8.04 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
8.05 Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
8.06 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
8.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
8.08 Bank Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
8.09 Pooling of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26

ARTICLE NINE

Abandonment; Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26

9.01 Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
9.02 Effect of Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27

ARTICLE TEN

Modifications, Amendments and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28

10.01 Modifications, Amendments and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28

ARTICLE ELEVEN

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28

11.01 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
11.02 Articles of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
11.03 Procurement of Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
11.04 Further Acts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
11.05 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
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11.06 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
11.07 Nonsurvival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
11.08 Discussions With Other Banks, Bank Holding Companies and Bank-Related
Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
11.09 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
11.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
11.11 Binding Effect and Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
11.12 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
11.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
11.14 Public Announcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
11.15 Severability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
11.16 Identification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31

APPROVAL AND AGREEMENT OF SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34

EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40

APPENDIX I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42

SCHEDULE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-48
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AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") by and among FIRST
OF AMERICA BANK CORPORATION, a Michigan corporation ("FIRST OF AMERICA"), FIRST
OF AMERICA ACQUISITION COMPANY, a Florida corporation and a wholly owned
subsidiary of FIRST OF AMERICA ("FOA-ACQUISITION"), and PRESIDENTIAL HOLDING
CORPORATION, a Florida corporation (the "COMPANY").

W I T N E S S E T H:

WHEREAS, FOA-ACQUISITION is a wholly owned subsidiary of FIRST OF AMERICA,
and FIRST OF AMERICA and the COMPANY desire that the COMPANY shall be merged
with FOA-ACQUISITION in accordance with the applicable statutes of the State of
Florida and in accordance with an Agreement and Plan of Merger (the "Plan of
Merger") substantially on the terms and in the form attached hereto as Exhibit
A (the merger provided for therein being herein called the "Merger");

NOW, THEREFORE, 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 MERGER

1.01 Plan of Merger. FOA-ACQUISITION, the COMPANY and FIRST OF AMERICA
agree to execute and adopt the Plan of Merger substantially on the terms and in
the form attached hereto as Exhibit A.

1.02 Manner of Merger. At the Effective Time, as hereinafter defined,
the COMPANY shall be merged into FOA-ACQUISITION, under the Articles of
Incorporation of FOA-ACQUISITION as the surviving corporation (hereinafter
sometimes called the "Surviving Corporation"), pursuant to the terms of this
Agreement and with the effect of the provisions of the Florida General
Corporation Act (the "Florida Act").

At the Effective Time, the corporate existence of the COMPANY shall cease,
and the corporate existence of FOA-ACQUISITION, with all its purposes, objects,
rights, privileges, powers and franchises, shall continue unaffected and
unimpaired by the Merger.

1.03 Effect of Merger. Upon the Merger becoming effective:

(a) The separate existence of the COMPANY shall cease and be merged
into the Surviving Corporation, which shall possess all of the rights,
privileges, immunities, powers and franchises of a public as well as of a
private nature, and shall be subject to all of the restrictions,
disabilities and duties, of each of the COMPANY and FOA-ACQUISITION; and
all singular rights, privileges, immunities, powers and franchises of each
of the COMPANY and FOA-ACQUISITION, and all property, real, personal and
mixed, and all debts due to either the COMPANY or FOA-ACQUISITION in
whatever account, including subscriptions to shares, and all other things
in action or belonging to each of the COMPANY and FOA-ACQUISITION shall be
vested in FOA-ACQUISITION as the Surviving Corporation; and all property,
rights, privileges, immunities, powers and franchises, and all and every
interest, shall be thereafter as effectually the property of
FOA-ACQUISITION as the Surviving Corporation as they were of the COMPANY
and FOA-ACQUISITION and the title to any real estate, or interest therein,
vested by deed or otherwise, in either of the COMPANY and FOA-ACQUISITION
shall not revert or be in any way impaired by reason of the Merger.

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duties had been incurred or contracted by it; provided, however, that all
such liens shall attach only to those assets to which they were attached
prior to the Effective Time.

(c) Any action or proceeding, whether civil, criminal or
administrative, pending by or against either the COMPANY or FOA-ACQUISITION
shall be prosecuted as if the Merger had not taken place, and
FOA-ACQUISITION as the Surviving Corporation may be substituted as a party
in such action or proceeding in place of the COMPANY.

(d) Each share of stock of FOA-ACQUISITION issued and outstanding
immediately prior to the Merger and each share of FIRST OF AMERICA Common
Stock issued and outstanding immediately prior to the Merger shall remain
as identical shares of the Surviving Corporation and FIRST OF AMERICA,
respectively, after the Merger.

(e) Each share of the COMPANY'S Common Stock issued and outstanding
immediately prior to the Merger shall be converted into and represent the
right to receive and be exchangeable for 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) Thirty-Three and 25/100 Dollars ($33.25) divided by
(ii) the average of the closing trade prices ("Average Price") of FIRST OF
AMERICA Common Stock on the New York Stock Exchange 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 business day prior to the Effective Time (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 .8375 or be increased above
.9837.

(f) 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 Plan of Merger to cause a
proportionate adjustment to be made to the Exchange Ratio.

1.04 Articles of Incorporation, Bylaws, Directors, Officers and Name of
the Surviving Corporation. By virtue of the Merger and at the Effective Time:

(a) The Articles of Incorporation of FOA-ACQUISITION, shall be the
Articles of Incorporation of the Surviving Corporation until the same shall
be further amended and changed as provided by law.

(b) The Bylaws of FOA-ACQUISITION shall be the Bylaws of the Surviving
Corporation until the same shall be further amended and changed as provided
by law.

(c) The Directors and Officers of FOA-ACQUISITION immediately prior to
the Effective Time shall be the sole Directors and Officers of the
Surviving Corporation and shall hold office until the next annual meeting
of the shareholder and the next annual meeting of the Board of Directors of
the Surviving Corporation and until their successors are elected and
qualified.

(d) The name of the Surviving Corporation shall be FIRST OF AMERICA
ACQUISITION COMPANY or such other name as is designated by FIRST OF
AMERICA.

1.05 Merger of Presidential Bank, FSB and FOA-Bank. The COMPANY owns
all of the issued and outstanding shares of Presidential Bank, FSB, Sarasota,
Florida (the "BANK"). FIRST OF AMERICA and the COMPANY agree and acknowledge
that, immediately following the Effective Time, the BANK shall be merged (the
"BANK Merger") with FIRST OF AMERICA'S affiliate, First of America
Bank-Florida, FSB ("FOA-BANK") in a transaction which will, upon consummation
thereof, result in the ownership by FIRST OF AMERICA of 100% of the issued and
outstanding capital stock of the surviving bank. Such transaction will
otherwise be on the terms and conducted in

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the manner described in the bank merger agreement (the "BANK Merger Agreement")
attached hereto as Appendix I.

1.06 Effective Time. The Merger shall be consummated upon the filing
of appropriate Articles of Merger with the Department of State of the State of
Florida in the form and manner required by the Florida Act. The close of
business on the date on which such Articles of Merger shall have been filed is
herein referred to as the "Effective Time," unless some other date is agreed
upon by the parties hereto and is specified therein.

ARTICLE TWO

REPRESENTATIONS AND WARRANTIES OF FIRST OF AMERICA

FIRST OF AMERICA represents and warrants to the COMPANY 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 Plan of Merger and the power to consummate the
transactions contemplated hereby.

(b) FOA-ACQUISITION is a wholly owned subsidiary of FIRST OF AMERICA
and is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida and is duly qualified to do business
and 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. FOA-ACQUISITION has the corporate power and
authority to carry on the business of the COMPANY as it is now conducted,
to own, lease and operate its properties, to execute and deliver this
Agreement and the Plan of Merger and the power to consummate the
transactions contemplated hereby and thereby.

(c) 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. FIRST OF AMERICA and its subsidiaries have each
conducted its business so as to comply in all material respects with all
applicable federal, state and local statutes, ordinances, regulations or
rules, and neither FIRST OF AMERICA nor any of its subsidiaries are
presently charged with, or, to FIRST OF AMERICA'S knowledge, under
governmental investigation with respect to, any actual or alleged material
violations of any statute, ordinance, regulation or rule; and neither FIRST
OF AMERICA nor any of its subsidiaries are the subject of any pending or,
to FIRST OF AMERICA'S knowledge, threatened material proceeding by any
regulatory authority having jurisdiction over its business, properties or
operations.

2.02 Authorization. The execution, delivery and performance of this
Agreement and the Plan of Merger by FIRST OF AMERICA have been duly authorized
and approved by all necessary corporate action, and this Agreement and the Plan
of Merger are legally binding on and enforceable against FIRST OF AMERICA and
FOA-ACQUISITION in accordance with their 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 and the Plan of Merger do not, and the consummation

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of the Merger will not, violate the provisions of FIRST OF AMERICA'S or
FOA-ACQUISITION'S respective Articles of Incorporation, as amended, or Bylaws,
as amended.

2.03 Capitalization. As of May 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 59,938,323 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 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, among FIRST OF AMERICA, FOA-ACQUISITION and F&C BANCSHARES, INC., 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 Time 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 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 March 31, 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 three months ended March 31, 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 March 31, 1994, there have not been any changes in FIRST OF AMERICA'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) 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 March 31, 1994, until the
Effective Time ("Subsequent Financial Statements").

(c) Subject to such changes which may result from an audit of the
March 31, 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

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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 March 31, 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 materially adverse
effect on the consolidated financial 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 March 31, 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 and the Plan of Merger by FIRST OF AMERICA and FOA-ACQUISITION
nor the consummation of the transactions contemplated hereby and thereby by
FIRST OF AMERICA and FOA-ACQUISITION, 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.

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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 March 31, 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 March 31, 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 March 31, 1994, up to and including the Effective
Time, except to the extent reflected in FIRST OF AMERICA'S March 31, 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 Corporate Properties. No proceedings to take all or any part of
the properties of FIRST OF AMERICA (whether leased or owned) by condemnation or
right of eminent domain are pending or, to FIRST OF AMERICA'S knowledge,
threatened. FIRST OF AMERICA owns directly or indirectly 100% of the issued
and outstanding shares of its banking subsidiaries.

2.10 Brokerage Commissions, Fees, Etc. All negotiations relating to
this Agreement and the Plan of Merger 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 for any brokerage
commission, finder's fee, investment advisor's fee or other like payment.

2.11 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 and, within ten (10) days of such filings, will
furnish the COMPANY with copies of all such SEC filings made subsequent to the
date hereof until the Effective Time; (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 the FIRST OF AMERICA and its
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.

2.12 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
Time) of the Internal Revenue Code of 1986, as amended (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 Time 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 Time, 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 Time.

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2.13 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 or
FOA-ACQUISITION pursuant to this Agreement and no information furnished or to
be furnished by FIRST OF AMERICA or FOA-ACQUISITION 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.

2.14 Advice of Changes. Between the date hereof and the Effective
Time, FIRST OF AMERICA shall promptly advise the COMPANY 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.

2.15 Shares to be Issued in Merger. The FIRST OF AMERICA Common Stock
which the shareholders of the COMPANY will be entitled to receive upon
consummation of the Merger pursuant to the Plan of Merger will, at the
Effective Time, be duly authorized and will, when issued pursuant to the Plan
of Merger, 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 Merger.

2.16 Orders, Injunctions, Decrees, Etc. Neither FIRST OF AMERICA nor
FOA-ACQUISITION is subject to any order, injunction, or decree of any
governmental body or court, or is 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 FIRST OF AMERICA on
a consolidated basis.

2.17 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 8.09 hereof cannot be obtained.

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The COMPANY represents and warrants 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 Florida and is duly
qualified to do business and is in good standing in Florida 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. The COMPANY is a registered savings association holding company
under the Home Owners Loan Act. 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 BANK is a federally chartered stock savings association duly
organized, validly existing and in good standing under the laws of the
United States. First Presidential Mortgage Corporation, First Presidential
Service Corp. and First Presidential Service Corp. II ("the "Non-Bank
Subsidiaries") are

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wholly owned subsidiaries of the BANK and are corporations duly organized,
validly existing and in good standing under the laws of the State of
Florida. (The BANK and the Non-Bank Subsidiaries are sometimes
collectively referred to herein as the "SUBSIDIARIES"). The SUBSIDIARIES
each have the corporate power and authority to carry on its business as it
is now conducted and to own, lease and operate its properties, 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
failure to so qualify would not have a materially adverse effect on the
financial condition, assets, liabilities or business of the COMPANY and the
SUBSIDIARIES on a consolidated basis.

(c) The COMPANY and the 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 business and
where failure to do so would have a material adverse effect on the COMPANY
and the SUBSIDIARIES on a consolidated basis. The COMPANY and the
SUBSIDIARIES have each conducted its business so as to comply in all
material respects with all applicable federal, state and local statutes,
ordinances, regulations or rules, and neither the COMPANY nor either of the
SUBSIDIARIES is presently charged with, or, to the COMPANY'S knowledge,
under governmental investigation with respect to, any actual or alleged
material violations of any statute, ordinance, regulation or rule; and
neither the COMPANY nor either of the SUBSIDIARIES is the subject of any
pending or, to the COMPANY'S knowledge, threatened material proceeding by
any regulatory authority having jurisdiction over its business, properties
or operations.

3.02 Authorization. The execution, delivery and performance of this
Agreement and the Plan of Merger by the COMPANY have been duly authorized and
approved by all necessary corporate action, and this Agreement and the Plan of
Merger are legally binding on and enforceable against the COMPANY in accordance
with their terms, subject to the approval of the shareholders of the COMPANY
and 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 of the Plan of Merger do not, and
the consummation of the Merger 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) 5,000,000 shares of Common Stock ("COMPANY
Common Stock"), $0.01 par value per share, of which 716,188 shares are
issued and outstanding, which includes no treasury shares; and (ii)
1,000,000 shares of Preferred Stock, $0.01 par value per share, none of
which are issued and outstanding. The COMPANY has no other class of stock
and there are and, as of the Effective Time, there will be, no fractional
shares of COMPANY Common Stock issued or outstanding. Neither the COMPANY
nor the SUBSIDIARIES 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 or the SUBSIDIARIES. The number of shares
set forth above is not subject to change before the Effective Time. All of
the issued and outstanding shares of COMPANY Common Stock will be entitled
to vote to approve this Agreement and the Plan of Merger.

(b) The COMPANY owns directly or indirectly all of the issued and
outstanding shares of capital stock of the SUBSIDIARIES. COMPANY Schedule
3.03 accurately identifies the number of shares of authorized and
outstanding capital stock of the SUBSIDIARIES. Except as set forth in
COMPANY Schedule 3.03, neither the COMPANY nor the SUBSIDIARIES owns
directly or indirectly any debt, equity or other proprietary interest in
any other corporation, joint venture, partnership, entity, association or
other business.

(c) All of the outstanding shares of the COMPANY and the SUBSIDIARIES
are validly issued, fully paid and nonassessable and, in the case of the
shares of the SUBSIDIARIES, are owned free and clear of all liens, charges
or encumbrances.

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3.04 Financial Statements.

(a) The COMPANY has furnished to FIRST OF AMERICA true, correct and
complete copies of: (i) the audited Consolidated Balance Sheets of the BANK
as of September 30, 1992 and 1993, and the related Consolidated Statements
of Operations, Consolidated Statements of Stockholders' Equity and
Consolidated Statements of Cash Flows for each of the fiscal years then
ended including the respective notes thereto, together with the reports of
Hacker, Johnson, Cohen & Grieb relating thereto; and (ii) the unaudited
Consolidated and Unconsolidated Statements of Condition of the BANK as of
March 31, 1994, and the related unaudited Consolidated and Unconsolidated
Statements of Operations for the period then ended as reported on OTS Form
1313-Thrift Financial Report ("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 March 31, 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 and the SUBSIDIARIES as of
and for the periods ended on their respective dates and the operating
results of the COMPANY and the SUBSIDIARIES for the indicated periods in
conformity with generally accepted accounting principles applied on a
consistent basis. Since March 31, 1994, there have not been any changes in
the COMPANY'S or the SUBSIDIARIES' 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 or the
SUBSIDIARIES filed with the OTS, subsequent to March 31, 1994, until the
Effective Time ("Subsequent COMPANY Financial Statements").

(c) Subject to such changes which may result from an audit which
includes the March 31, 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 OTS
which have, in each case, been prepared in accordance with OTS
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 SUBSIDIARIES and the results of its and their operations
and changes in its and their 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 March 31, 1994, COMPANY Financial Statements or of any
Subsequent COMPANY Financial Statements (which changes in the aggregate
will not be material), the allowance for loan losses in such COMPANY
Financial Statements is, and, with respect to the Subsequent COMPANY
Financial Statements will be, adequate in all material respects under the
standards applied by the OTS and based on past loan loss experiences and
potential losses in current portfolios to cover all known or anticipated
loan losses net of recoveries regarding loans previously charged off.
There are, and with respect to the Subsequent COMPANY Financial Statements
will be, no agreements, contracts or other instruments to which the COMPANY
or the SUBSIDIARIES is a party or by which it or they or (to the knowledge
of the COMPANY) any of the officers, directors, employees or shareholders
of the COMPANY or the SUBSIDIARIES have rights which would have a
materially adverse effect on the consolidated financial condition, business
or operations of the COMPANY and the SUBSIDIARIES 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, neither the COMPANY nor the
SUBSIDIARIES had, nor with respect to the Subsequent COMPANY Financial
Statements will have, any liabilities

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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 consolidated financial position of the COMPANY and the SUBSIDIARIES.
Except as set forth in Schedule 3.05, the COMPANY further represents and
warrants that it does not know or have reason to believe that there is or will
be any basis for assertion against it or the SUBSIDIARIES as of March 31, 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 materially
adverse effect on the financial position of the COMPANY or the SUBSIDIARIES.

3.06 No Violation, Consents. Neither the execution and delivery of
this Agreement and the Plan of Merger by the COMPANY nor, subject to the
approval of this Agreement and the Plan of Merger by the shareholders of the
COMPANY, the consummation of the transactions contemplated hereby and thereby
by the COMPANY, 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 the COMPANY or the SUBSIDIARIES pursuant to any
indenture, mortgage, deed of trust, or other material agreement (including
borrowing agreements) or instrument to which the COMPANY or the SUBSIDIARIES is
a party or by which it or the SUBSIDIARIES 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 SUBSIDIARIES, which would have a material
adverse effect on the financial condition, assets, liabilities or business of
the COMPANY or the SUBSIDIARIES. 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 SUBSIDIARIES 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, to the knowledge of the
COMPANY, threatened against the COMPANY or the SUBSIDIARIES 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 or the SUBSIDIARIES. COMPANY Schedule
3.07 accurately describes all litigation which is pending or, to the knowledge
of the COMPANY, threatened against the COMPANY or the SUBSIDIARIES. Neither
the COMPANY nor the SUBSIDIARIES 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 consolidated financial condition,
business or operations of the COMPANY and the SUBSIDIARIES.

3.08 Taxes, Returns and Reports. The COMPANY and the SUBSIDIARIES have
duly filed all material tax returns required to be filed. The reserve for
taxes in the March 31, 1994, Consolidated Statement of Condition of the BANK is
adequate to cover all tax liabilities of the COMPANY and the SUBSIDIARIES
(including, without limitation, income taxes and franchise fees) that may
become payable in future years in respect to any transactions consummated prior
to March 31, 1994. Neither the COMPANY nor the SUBSIDIARIES has or, to the
best of the COMPANY'S knowledge, will have any liability for taxes of any
nature for or in respect of the operation of its business or ownership of its
or their assets from March 31, 1994, up to and including the Effective Time,
except to the extent reflected in the BANK'S Consolidated Statement of
Condition as of March 31, 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 or the SUBSIDIARIES, 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
or the SUBSIDIARIES. Except as set forth in said COMPANY Schedule, all of
the COMPANY'S or the SUBSIDIARIES' properties, leasehold improvements, and
equipment

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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 or the SUBSIDIARIES' 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 or the
SUBSIDIARIES and, to the best of the COMPANY'S knowledge, none are
threatened that the COMPANY or the SUBSIDIARIES are 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 to the best of the COMPANY'S knowledge, the
COMPANY and the SUBSIDIARIES are not in material violation of any such law,
ordinance, or regulation, except as disclosed in said COMPANY Schedule. To
the knowledge of the COMPANY, no proceedings to take all or any part of the
properties of the COMPANY or the SUBSIDIARIES (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 and
the SUBSIDIARIES have good and marketable title to all their real and
personal property, free, clear, and discharged of, and from, any and all
liens, charges, encumbrances, security interests, and/or equities which, in
the aggregate, are materially adverse to the consolidated financial
condition, business or operations of the COMPANY and the SUBSIDIARIES.

3.10 Obligations to Employees. Except as set forth in COMPANY Schedule
3.10, all material accrued obligations of the COMPANY and the SUBSIDIARIES,
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 and the SUBSIDIARIES. All material obligations of the
COMPANY and the SUBSIDIARIES, 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 and the
SUBSIDIARIES' 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 the SUBSIDIARIES or
to which the COMPANY or the SUBSIDIARIES 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
Time) 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 or the SUBSIDIARIES would be liable to any person
under Title IV of ERISA if the COMPANY Employee Plans were terminated as of the
Effective Time, which amounts would be material to the COMPANY or the
SUBSIDIARIES. 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 or the SUBSIDIARIES 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 or the SUBSIDIARIES withdrew from any such plan as
of the Effective Time.

3.11 Brokerage Commissions, Fees, Etc. All negotiations relating to
this Agreement and the Plan of Merger and the transactions contemplated herein
and therein 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 Sandler O'Neill
Corporate Strategies, a division of Sandler O'Neill and Partners, L.P.
("Sandler O'Neill") for services rendered as financial advisor in connection
with the transactions contemplated hereby pursuant to that certain letter
agreement dated April 26, 1994, between the COMPANY and Sandler O'Neill.

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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, to
the knowledge of the COMPANY, oral, to which the COMPANY or the SUBSIDIARIES
are a party or by which any of them are bound or affected or, to the knowledge
of the COMPANY, by which any of the stock, properties, or assets of the COMPANY
or the SUBSIDIARIES are bound or affected, or under which any of their
officers, directors, employees, or stockholders have rights: (a) all material
leases of real property under which the COMPANY or the SUBSIDIARIES are either
lessor, sublessor, lessee, or sublessee; (b) all insurance policies held by the
COMPANY or the SUBSIDIARIES relating to their 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, including blanket bonds and director and officer liability
insurance, are in force and, until the Effective Time, 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 and the SUBSIDIARIES, 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' notice to any affected employee); and (d)
except as entered into with respect to loan transactions or work outs in the
ordinary course of business by the COMPANY, any material agreement, instrument,
or understanding of the COMPANY or the SUBSIDIARIES, whether or not made in the
ordinary and regular course of business involving an aggregate liability in
excess of $50,000.00 per annum. The COMPANY will deliver to FIRST OF AMERICA
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
neither the COMPANY nor either of the SUBSIDIARIES is 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, Articles of Association, 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
and non-bank SUBSIDIARIES; (b) the Charter, and all amendments thereto, of the
BANK; (c) the Bylaws of the COMPANY and the SUBSIDIARIES, as amended to date;
and (d) a specimen certificate for each type of outstanding security of the
COMPANY and the SUBSIDIARIES.

3.14 Orders, Injunctions, Decrees, Etc. Neither the COMPANY nor the
SUBSIDIARIES 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 and the
SUBSIDIARIES.

3.15 Shareholders of the COMPANY. COMPANY Schedule 3.15 accurately
identifies the name and address of the sole holder of COMPANY Common Stock.

3.16 Regulatory Filings. The COMPANY and the SUBSIDIARIES have filed
and will continue to file in a timely manner all required filings with (i) the
OTS and (ii) the Federal Deposit Insurance Corporation ("FDIC") and, to the
best knowledge of the COMPANY, 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

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or the OTS or the FDIC in the regular course of the business of the COMPANY or
the 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 COMPANY, investigation into the business or operations of the
COMPANY or the SUBSIDIARIES within the past five years which would have a
material adverse effect on the consolidated financial condition, business or
operations of the COMPANY and the SUBSIDIARIES. To the COMPANY'S knowledge,
there is no unresolved violation, criticism or exception of a material nature
by the SEC or the OTS or the FDIC 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 or the
SUBSIDIARIES' 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 Loans. All loans and loan commitments extended by the
SUBSIDIARIES (the "Loans") have been made in accordance with the SUBSIDIARIES'
then customary lending standards in the ordinary course of business. The Loans
are evidenced by appropriate and sufficient documentation and, to the knowledge
of the COMPANY, constitute valid and binding obligations of the borrowers
enforceable in accordance with their terms, except as limited by applicable
bankruptcy, insolvency, or other similar laws affecting the enforcement of
creditors' rights and remedies generally from time to time in effect and by
applicable law which may affect the availability of equitable remedies. Except
pledges required for Federal Home Loan Bank advances, all such Loans are, and
at the Effective Time will be, free and clear of any security interest, lien,
encumbrance or other charge, and the COMPANY and the SUBSIDIARIES have
complied, and at the Effective Time will have complied, in all material
respects with all laws and regulations relating to such Loans. The Loans are
not subject to any material offsets, or to the knowledge of the COMPANY, claims
of material offset, or claims of other material liability on the part of the
COMPANY or the SUBSIDIARIES.

3.18 Conduct. Except as set forth in COMPANY Schedule 3.18, between
March 31, 1994, and the date hereof, neither the COMPANY nor any of the
SUBSIDIARIES have: (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, agreed to issue or sold 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.

3.19 Fiduciary Responsibilities. The COMPANY and the SUBSIDIARIES have
performed all of their duties in their 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.

3.20 Compliance With Environmental and Safety Laws.

(a) To the knowledge of the COMPANY, the operations of the COMPANY and
the SUBSIDIARIES comply and have complied in all material respects with all
applicable federal, state, and local environmental

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statutes and regulations; to the COMPANY'S knowledge, none of the
COMPANY'S or the SUBSIDIARIES' operations are subject to any judicial or
administrative proceedings alleging the violation of any federal, state, or
local environmental, health or safety statute or regulation; to the
COMPANY'S knowledge, none of the COMPANY'S or the SUBSIDIARIES' operations
are the subject of a federal, state or local investigation evaluating
whether any remedial action is needed to respond to a release of any
hazardous or toxic waste, substance or constituent, or any other substance
into the environment; to the knowledge of the COMPANY, neither the COMPANY
nor the SUBSIDIARIES have generated hazardous waste in the COMPANY'S or the
SUBSIDIARIES' operations; to the COMPANY'S knowledge, neither the COMPANY
nor the SUBSIDIARIES have transported hazardous waste attributable to the
COMPANY'S or the SUBSIDIARIES' operations for treatment, storage or
disposal; and to the knowledge of the COMPANY, neither the COMPANY nor the
SUBSIDIARIES have reported a spill or release of a hazardous or toxic
waste, substance or constituent or any other substance in the environment
due to the COMPANY'S or the SUBSIDIARIES' operations.

(b) To the knowledge of the COMPANY, all real estate owned,
beneficially or otherwise, or controlled by the COMPANY or the
SUBSIDIARIES, whether owned outright, as REO property , 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; to the
COMPANY'S knowledge, the Real Estate is not subject to any judicial or
administrative proceedings alleging the violation of any federal, state, or
local environmental, health or safety statute or regulation; to the
COMPANY'S knowledge, the Real Estate is not the subject of a federal,
state, or local investigation evaluating whether any remedial action is
needed to respond to a release of any hazardous or toxic waste, substance
or constituent, or any other substance into the environment; to the
knowledge of the COMPANY, neither the COMPANY nor any of the SUBSIDIARIES
have generated any hazardous material on the Real Estate; and to the
knowledge of the COMPANY, neither the COMPANY nor any of the SUBSIDIARIES
have transported any hazardous material from the Real Estate to any waste
treatment, storage or disposal facility.

(c) The COMPANY'S representations regarding the "operations"
referenced in this Section 3.20 do not extend to customers of the COMPANY
or of the SUBSIDIARIES unless the COMPANY or the SUBSIDIARIES influenced
the customer's use, storage, or disposal of hazardous or toxic waste. To
the knowledge of the COMPANY, neither the COMPANY nor the SUBSIDIARIES has
influenced any customer's use, storage, or disposal of hazardous or toxic
waste.

(d) For the purposes of this Section 3.20, any reference to
"hazardous" or "toxic" waste, substances, or constituents 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
Florida state statutes pertaining to the protection of human health and the
environment.

3.21 Other Information. No representation or warranty by the COMPANY
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.

3.22 Insider Interests. Except as set forth in COMPANY Schedule 3.22,
to the knowledge of the COMPANY, all loans, extensions of credit, and other
contractual arrangements (including deposit relationships) between the COMPANY
or the SUBSIDIARIES and any officer or director of the COMPANY or the
SUBSIDIARIES, or any affiliate of any such officer or director conform to
applicable rules and regulations and requirements of all applicable regulatory
agencies. No officer or director of the COMPANY or the SUBSIDIARIES has any
material interest in any property, real or personal, tangible or intangible,
used in or pertaining to the business of the COMPANY or the SUBSIDIARIES.

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3.23 No Sensitive Transactions. Within the past five (5) years,
neither the COMPANY nor the SUBSIDIARIES nor, to the COMPANY'S knowledge, any
director, employee, or agent of the COMPANY or the SUBSIDIARIES, has directly
or indirectly used funds or other assets of the COMPANY or the SUBSIDIARIES 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.

3.24 Community Reinvestment Act Compliance. The BANK is in
substantial compliance with the applicable provisions of the Community
Reinvestment Act of 1977 and the regulations promulgated thereunder. As of the
date of this Agreement, the COMPANY has not been advised of the existence of
any act or circumstance or set of facts or circumstances which, if true, would
cause the BANK to fail to be in substantial compliance with such provisions.
The BANK has not received a rating from the OTS which is less than
"satisfactory."

3.25 Approvals. The COMPANY knows 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.

3.26 Qualified Thrift Lender. The BANK is a "Qualified Thrift Lender"
as defined under Section 10(m) of the Home Owners' Loan Act, 12 USC 1467a(m).

3.27 Advice of Changes. Between the date hereof and the Closing 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 Time, FIRST OF
AMERICA and its banking and savings association subsidiaries will:

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

(b) conduct its and their business and operate only in accordance with
sound banking and business practices;

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 to the Plan of Merger and shall use
its best efforts to cause the same to become effective and thereafter, until
the Effective Time 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 for use in connection with the meeting of shareholders of
the COMPANY referred to in Section 5.01 of this Agreement, all in accordance
with the rules and regulations of the SEC. FIRST OF AMERICA shall, as soon as
practicable after

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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 Time, authorize and reserve the required number of shares of FIRST OF
AMERICA Common Stock to be issued pursuant to the Plan of Merger. FIRST OF
AMERICA shall also use its best efforts to cause the shares of FIRST OF AMERICA
Common Stock to be issued pursuant to the Plan of Merger to be approved for
listing on the New York Stock Exchange ("NYSE"), subject in each case to
official notice of issuance, prior to the Effective Time.

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 Merger shall not take
place, all nonpublic financial statements, documents and 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 or any of
its affiliates.

4.05 Indemnification. FIRST OF AMERICA agrees that it will honor with
respect to the COMPANY, and that FOA-BANK will honor with respect to the BANK,
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 or the BANK as provided in their
Articles of Incorporation, Charter, Bylaws, or otherwise in effect on the date
of this Agreement and that all such rights shall survive the Effective Time and
shall continue in full force and effect with respect to matters occurring prior
to the Effective Time.

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 the
SUBSIDIARIES; (b) an application with the OTS to permit the acquisition by
FIRST OF AMERICA of the COMPANY and the SUBSIDIARIES; (c) an application, with
the Michigan Financial Institutions Bureau ("FIB") to permit the acquisition by
FIRST OF AMERICA of the COMPANY and the SUBSIDIARIES; and (d) an application
with the OTS and the Federal Reserve, if required, to permit the BANK Merger.
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 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 and the SUBSIDIARIES who
otherwise would be eligible to participate in such plans and benefit programs
after the Effective Time shall be given credit for service with the COMPANY and
the SUBSIDIARIES prior to the Effective Time.

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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, and to provide
shareholders of the COMPANY with such other information as may reasonably be
requested and to otherwise cooperate to facilitate any sales of FIRST OF
AMERICA Common Stock in compliance with Rules 144 and 145.

4.09 Disposition of Assets. FIRST OF AMERICA will not, prior to the
Effective Time, transfer or otherwise dispose of a majority of its assets or
business without the prior written consent of the COMPANY, which consent will
not be unreasonably withheld.

4.10 Severance Arrangements. FIRST OF AMERICA agrees to honor the
severance arrangements described in Bank Schedule 3.10 regarding Donald M. Farr
and Thomas P. Spatola.

4.11 Health Care Plan. FIRST OF AMERICA shall waive, or cause to be
waived, any pre-existing condition and waiting period provisions of the FIRST
OF AMERICA Bank Corporation Employee's Health Care Plan for employees of the
COMPANY and THE SUBSIDIARIES, who become employees of FIRST OF AMERICA,
FOA-BANK or any affiliate of FIRST OF AMERICA at the Effective Time.

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 its
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 the Plan of Merger, and in connection
therewith shall distribute the Prospectus/Proxy Statement and any amendments or
supplements thereto in accordance with the rules and regulations of the SEC.

5.02 Conduct Of Business; Certain Covenants.

(a) From and after the execution and delivery of this Agreement and
until the Effective Time, the COMPANY and the SUBSIDIARIES will:

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

(ii) conduct its and their business and operate only in
accordance with sound banking and business practices, including
charging off all loans required to be charged off by bank regulators
and regulations, statutes and sound banking practices;

(iii) maintain an allowance for loan losses at an adequate level
based on past loan loss experience and evaluation of potential losses
in current portfolios;

(iv) remain in good standing with all applicable banking
regulatory authorities and preserve each of its and their existing
banking locations;

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

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

(vii) consult with FIRST OF AMERICA prior to acquiring any
interest in real property other than mortgage foreclosures in the
ordinary course of business.

(b) From and after the execution and delivery of this Agreement and
until the Effective Time, the COMPANY and the SUBSIDIARIES will not,
without the prior written consent of FIRST OF AMERICA, which consent shall
not be unreasonably withheld:

(i) amend its or their Articles of Incorporation, Charter, or
Bylaws;

(ii) issue or sell any shares of its or their 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 or their capital stock (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 or the SUBSIDIARIES'
capital stock, except that the SUBSIDIARIES shall be permitted to make
dividend payments to the BANK in accordance with past practices and as
permitted by law;

(iv) increase or reduce the number of shares of its or their
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 outstanding shares of its or their
capital stock or securities carrying the right to acquire, or convert
into or exchange for such stock, with or without additional
consideration;

(vi) except as set forth in COMPANY Schedule 3.10 and as
required by Section 5.08 of this Agreement, amend or otherwise modify
any bonus, pension, profit sharing, retirement, phantom stock or other
compensation plan or enter into any contract of employment with any
officer 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) incur any obligations or liabilities except in the
ordinary course of business;

(viii) mortgage, pledge (except pledges required for Federal Home
Loan Bank advances or pledges of such assets as may be required to
permit the BANK to accept deposits of public funds) or subject to any
material lien (excluding mechanics liens), charge, security interest,
or any other encumbrance, any of its or their assets or property,
except for liens for taxes not yet due and payable;

(ix) transfer or lease any of its or their assets or property
except in the ordinary course of business, or, except for branching
commitments in effect on the date hereof which are disclosed in
COMPANY Schedule 3.12, open or close any banking office or enter into
any agreement to do so;

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

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(xi) make or grant any general or individual wage or salary
increase 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;

(xii) other than with respect to loan transactions (including,
without limitation, letters of credit and purchase of leases), and
other than with respect to sales of REO property less than $250,000,
make or enter into any material transaction, contract or agreement or
incur any other material commitment which is defined for purposes of
this provision as any transaction, contract, agreement or commitment
in excess of $50,000.00;

(xiii) other than Federal Home Loan Bank advances, incur any
indebtedness for borrowed money, except for deposit liabilities and
except for indebtedness incurred in the ordinary course of business
the repayment term of which does not exceed one year;

(xiv) cancel or compromise any debt or claim, which has not
previously been charged off, other than in the ordinary course of
business in an aggregate amount which is not materially adverse;

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

(xvi) invite or initiate or, subject to the fiduciary duties of
the Board of Directors of the COMPANY, engage in discussions or
negotiations for the acquisition or merger of the COMPANY or the
SUBSIDIARIES by or with any corporation or other entity other than
FIRST OF AMERICA or its affiliates; and

(xvii) take any action which constitutes a breach or default of
its 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 the best of the COMPANY'S
knowledge to preclude the Merger 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 Closing Date, the
COMPANY shall furnish to FIRST OF AMERICA an agreement in the form set forth in
Exhibit B, executed by the sole shareholder of the COMPANY.

5.04 Information, Access Thereto. FIRST OF AMERICA, its
representatives and agents shall, at all times during normal business hours
prior to the Closing Date, have full and continuing access to the employees,
facilities, operations, records and properties of the COMPANY and the
SUBSIDIARIES. FIRST OF AMERICA, its representatives and agents may, prior to
the Effective Time, make or cause to be made such investigation of the
operations, records and properties of the COMPANY and the SUBSIDIARIES, 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 and the SUBSIDIARIES 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 or the SUBSIDIARIES, its and their 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 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 of access to the Real Estate before the
Effective Time for the purpose of undertaking 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 and the
SUBSIDIARIES records or employees for the purpose of carrying out necessary
investigation and testing. No investigation by FIRST OF AMERICA

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shall affect the representations and warranties made by the COMPANY herein. No
investigation or access provided hereunder shall interfere with the normal
operations of the COMPANY and the SUBSIDIARIES.

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 Merger 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 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, or any disposition of,
any material litigation matter in which it or either of the SUBSIDIARIES is or
becomes involved.

5.07 Bank Merger. The COMPANY will cause the BANK to take all such
corporate action as is reasonably required to complete the BANK Merger,
including approval by the Board of Directors of the BANK and execution by
appropriate officers of the BANK of the BANK Merger Agreement.

5.08 COMPANY Plans. Prior to the Effective Time, the COMPANY and the
SUBSIDIARIES shall terminate participation in the CKI Profit Sharing Plan and
Trust (the "COMPANY 401(k) Plan") and take, or cause to be taken, all acts that
are necessary to fully vest employees of the COMPANY and the SUBSIDIARIES in
their account balances in the COMPANY 401(k) Plan. In addition, the COMPANY
shall take, or cause to be taken, all acts that are necessary to cause
distributions to be made from the COMPANY 401(k) Plan to employees of the
COMPANY and the SUBSIDIARIES as soon as is reasonably practicable following the
Effective Time. If requested by First of America, the COMPANY and the
SUBSIDIARIES shall, at or prior to the Effective Time, adopt, by appropriate
resolution in form and substance acceptable to FIRST OF AMERICA, the FIRST OF
AMERICA Retirement Plan and the FIRST OF AMERICA 401k Plan, contingent upon
consummation of the Merger and shall take all such other action as is
reasonably requested by FIRST OF AMERICA to permit FIRST OF AMERICA to
accomplish the matters described in Section 4.07 of this Agreement.

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 Time:

6.01 Approval by Affirmative Vote of Shareholders. This Agreement and
the Plan of Merger shall have been duly approved, confirmed and ratified by the
requisite vote of the shareholders of the COMPANY.

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 and the SUBSIDIARIES as set forth herein without any conditions
which in the reasonable opinion of FIRST OF AMERICA or the COMPANY are
materially adverse and such approval shall not have been withdrawn or stayed.

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

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

6.05 Approval of Bank Merger. Prior approval shall have been received
from the OTS and, if required, the Federal Reserve for the BANK Merger in the
manner set forth herein and in the BANK Merger Agreement without any conditions
which in the reasonable opinion of FIRST OF AMERICA or the COMPANY are
materially adverse and such approval shall not have been withdrawn or stayed.

6.06 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 Merger will qualify as
a tax-free reorganization under the Code and, except with regard to cash
received in exchange for fractional or dissenting shares, that no gain or loss
will be recognized by the holders of COMPANY Common Stock upon receipt of
shares of FIRST OF AMERICA Common Stock in exchange for their shares of COMPANY
Common Stock. In the event Howard & Howard Attorneys, P.C. shall decline to
deliver such opinion, the COMPANY shall have the right to request FIRST OF
AMERICA to select another law firm mutually acceptable to the COMPANY and FIRST
OF AMERICA to deliver such opinion in satisfaction of this condition. If such
law firm shall determine that it cannot deliver such opinion, this condition
shall be deemed unsatisfied.

6.07 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 and the Plan of Merger shall have become
effective and no stop order proceedings with respect thereto shall be pending
or threatened.

6.08 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.

6.09 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 the FOA-ACQUISITION, upon and after the
Merger, and as are or may be necessary to permit FOA-BANK, upon and after the
BANK Merger, to conduct all or any part of the business of the COMPANY and the
SUBSIDIARIES, respectively, in the manner in which such activities and
businesses are conducted up to the Effective Time (except those activities and
business of the COMPANY or the SUBSIDIARIES which FIRST OF AMERICA or FOA-BANK
would be unable to conduct as a bank holding company or national bank or
savings association, respectively), shall have been obtained without any
conditions which in the reasonable opinion of FIRST OF AMERICA or the COMPANY
are materially adverse, and shall not have been withdrawn or stayed.

6.10 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.

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

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ARTICLE SEVEN

FURTHER CONDITIONS TO THE OBLIGATIONS OF THE COMPANY

The obligation of the COMPANY 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 Time 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 Time, except for
those specifically relating to a time or times other than the Effective Time
(which shall be true and correct in all material respects at such time or
times) and except for changes permitted by this Agreement and the Plan of
Merger, with the same force and effect as if made at and as of the Effective
Time.

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.

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
and the Plan of Merger 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 the Closing 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, and
FOA-ACQUISITION is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida;

(b) FIRST OF AMERICA and FOA-ACQUISITION have 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 and the Plan of Merger;

(c) this Agreement and the Plan of Merger have been duly authorized,
executed and delivered by FIRST OF AMERICA and FOA-ACQUISITION and
constitute the valid and binding obligation of FIRST OF AMERICA and
FOA-ACQUISITION;

(d) as of the close of business on May 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 or FOA-ACQUISITION to consummate the
transactions contemplated by this Agreement and the Plan of Merger have
been properly taken; neither the execution and delivery of this Agreement
or the Plan of Merger, 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 (x) violate any provision of the Articles
of Incorporation or Bylaws of FIRST OF AMERICA or FOA-ACQUISITION, 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 or FOA-ACQUISITION pursuant to any indenture, mortgage, deed of
trust, or other agreement or instrument to which it or they are parties or
by which it or they or any of its or their properties or assets may be
bound, or violate any statute, rule or regulation applicable to FIRST OF
AMERICA or FOA-ACQUISITION, which would have a material adverse effect on
FIRST OF AMERICA'S

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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 or FOA-ACQUISITION of the transactions contemplated by this
Agreement, the Plan of Merger or the BANK Merger Agreement have been
obtained;

(f) the FIRST OF AMERICA Common Stock to be issued in exchange for the
COMPANY Common Stock has been duly authorized and, when such FIRST OF
AMERICA Common Stock is issued and delivered as contemplated by this
Agreement and the Plan of Merger, 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 the Plan of Merger 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 COMPANY'S
shareholders referred to in Section 5.01 (except as to financial 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 COMPANY'S 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 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 the Closing 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 and the Plan of
Merger 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 Time, 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 the Plan of Merger or
otherwise reasonably necessary in the opinion of the COMPANY

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to consummate the transactions contemplated by this Agreement or the Plan of
Merger shall have been obtained and shall be satisfactory to the COMPANY.

7.08 Litigation. FIRST OF AMERICA shall not be made a party to, or to
the knowledge of FIRST OF AMERICA threatened by, any actions, suits,
proceedings, litigation or legal proceedings which, in the reasonable opinion
of the COMPANY, have or are likely to have a material adverse effect on the
consolidated assets, properties, business, operations or condition, financial
or otherwise, of FIRST OF AMERICA. No action, suit, proceeding or claim shall
have been instituted, made or threatened by any person relating to the Merger
or the validity or propriety of the transactions contemplated by this Agreement
or the Plan of Merger.

7.09 Listing of FIRST OF AMERICA Common Stock. All action reasonably
capable of completion at or before the Effective Time to permit the shares of
FIRST OF AMERICA Common Stock to be issued in the Merger to, immediately
following the Effective Time, 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 or the COMPANY to cause either
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. (a) All the terms, covenants and
conditions of this Agreement required to be complied with and satisfied by the
COMPANY at or prior to the Effective Time shall have been duly complied with
and satisfied in all material respects, and (b) the representations and
warranties made by the COMPANY shall be true and correct in all material
respects at and as of the Effective Time, except for those specifically
relating to a time or times other than the Effective Time (which shall be true
and correct in all material respects at such time or times) and except for
changes permitted by this Agreement and the Plan of Merger (including, but not
limited to, the changes contemplated by COMPANY Schedule 8.01), with the same
force and effect as if made at and as of the Effective Time.

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 and the Plan of Merger 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 Gunster, Yoakley & Stewart, P.A., legal counsel to the
COMPANY, in form and substance reasonably satisfactory to Howard & Howard
Attorneys, P.C., dated the Closing Date, to the effect that:

(a) the COMPANY is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Florida and the BANK is
a federally chartered stock savings association validly existing and in
good standing under the laws of the United States;

(b) the COMPANY has the corporate power and authority to carry on its
business as described in the Prospectus/Proxy Statement, to own, lease and
operate its properties and to consummate the transactions contemplated by
this Agreement and the Plan of Merger and the SUBSIDIARIES have the
corporate power and authority to carry on their business as described in
the Prospectus/Proxy Statement

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and to own, lease and operate its properties and the BANK has the authority
to consummate the transactions contemplated by the BANK Merger Agreement;

(c) this Agreement and the Plan of Merger have been duly authorized
and approved by the COMPANY and this Agreement and the Plan of Merger have
been approved by the COMPANY'S shareholders and duly authorized, executed
and delivered by the COMPANY and this Agreement and the Plan of Merger
constitute the valid and binding obligation of the COMPANY;

(d) the authorized capitalization of the COMPANY is as set forth in
Section 3.03 hereof;

(e) all corporate acts and other proceedings required to be taken by
or on the part of the COMPANY, including the adoption of this Agreement and
the Plan of Merger by the stockholders of the COMPANY, to consummate the
transactions contemplated by this Agreement and the Plan of Merger have
been properly taken; neither the execution and delivery of this Agreement
and the Plan of Merger 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 Charter or Bylaws of the COMPANY or the SUBSIDIARIES;
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 SUBSIDIARIES pursuant to any indenture, mortgage,
deed of trust, or other agreement or instrument to which the COMPANY or the
SUBSIDIARIES 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 SUBSIDIARIES, which would have a material adverse effect on
the financial condition, assets, liabilities or business of the COMPANY or
the SUBSIDIARIES; 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 SUBSIDIARIES of the transactions
contemplated by this Agreement, the Plan of Merger or the BANK Merger
Agreement have been obtained;

(f) to the knowledge of such counsel, since March 31, 1994, neither
the COMPANY nor the SUBSIDIARIES have granted any options, warrants, calls,
agreements or commitments of any character relating to any of the shares of
the COMPANY or the SUBSIDIARIES, nor has the COMPANY or the SUBSIDIARIES
granted any rights to purchase or otherwise acquire from the COMPANY or the
SUBSIDIARIES any shares of the COMPANY'S or the SUBSIDIARIES' capital
stock;

(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 the Plan of Merger or the
BANK Merger Agreement or which seek or threaten to restrain, enjoin or
prohibit (or obtain substantial damages in connection with) the
consummation of such transactions;

(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 SUBSIDIARIES which would have a materially adverse
effect on the consolidated financial condition of the COMPANY and the
SUBSIDIARIES, or of any legal impediment to the continued operation of the
properties and business of the COMPANY and the SUBSIDIARIES in the ordinary
course after the consummation of the transactions contemplated by this
Agreement and the Plan of Merger or by the BANK Merger Agreement; and

(i) 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 COMPANY'S shareholders
referred to in Section 5.01, contains any untrue statement of a material
fact or omits to state

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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 FIRST OF AMERICA or its business, properties,
management or securities), and such counsel does not know of any contracts
or other documents relating to the COMPANY or the SUBSIDIARIES 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 the COMPANY or the SUBSIDIARIES
required to be described therein which are not filed or described as
required.

8.05 Officers' Certificate. The COMPANY shall deliver to FIRST OF
AMERICA a certificate signed by its President and Chief Executive Officer and
attested to by its Secretary, dated the Closing Date, certifying to his best
knowledge and belief that the COMPANY has met and fully complied with all
conditions necessary to make this Agreement and the Plan of Merger effective as
to the COMPANY. The COMPANY 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 COMPANY Schedule 8.01, from the date hereof to the Effective
Time, there shall be and have been no material adverse change in the
capitalization or in the business, properties or financial condition of the
COMPANY and the SUBSIDIARIES on a consolidated basis.

8.07 Litigation. Neither the COMPANY nor the SUBSIDIARIES shall be
made a party to, or, to the knowledge of the COMPANY, 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 and of the SUBSIDIARIES on a
consolidated basis nor shall any director or officer or former director or
officer of the COMPANY or the SUBSIDIARIES 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 or the SUBSIDIARIES which in the
reasonable opinion of the Board of Directors of FIRST OF AMERICA is likely to
have a material adverse effect on the COMPANY and the SUBSIDIARIES on a
consolidated basis. No action, suit, proceeding or claim shall have been
instituted, made or threatened by any person relating to the Merger or the
validity or propriety of the transactions contemplated by this Agreement or the
Plan of Merger or the BANK Merger Agreement which would make consummation of
the Merger or the BANK Merger inadvisable in the reasonable opinion of FIRST OF
AMERICA.

8.08 BANK Merger Agreement. The BANK Merger Agreement shall have been
duly authorized and approved by the BANK and the other terms and conditions of
the BANK Merger Agreement shall have been satisfied so as to permit the BANK
Merger to be consummated as contemplated thereby.

8.9 Pooling of Interests. First of America shall have received an
opinion, dated as of the Effective Time, from KPMG Peat Marwick that the Merger
shall be accounted for as a pooling of interests.

ARTICLE NINE

ABANDONMENT; AMENDMENT AND WAIVER

9.01 Abandonment. This Agreement may be terminated and the Plan of
Merger abandoned at any time prior to the filing of the Articles of Merger as
provided in Section 11.02 hereof (whether before or after approval of this
Agreement and the Plan of Merger by the shareholders of the COMPANY):

(a) by agreement among FIRST OF AMERICA and the COMPANY authorized by
a majority of the entire Board of Directors of each;

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(b) by either FIRST OF AMERICA or the COMPANY 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;

(c) by the COMPANY 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 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 in the event the Merger
is not consummated on or before March 31, 1995; or

(g) by the COMPANY in the event that (i) the Average Price is less
than $31.23; and (ii) the FIRST OF AMERICA Ratio (as defined below) is
less than ninety- five (95%) percent of the Index Ratio (as defined below).
The "FIRST OF AMERICA Ratio" shall equal the quotient of the Average Price
divided by $36.75. The "Index Ratio" shall equal the quotient of the Final
Index Price (as defined below) divided by the Initial Index Price (as
defined below). The "Initial Index Price" shall equal the weighted average
(weighted in accordance with the factors listed on Schedule I to this
Agreement) of the per share closing prices of the common stock of the
companies comprising the Index Group (as defined below), as reported on the
consolidated transaction reporting system or the market or exchange on
which such common stock is principally traded, on the date hereof. The
"Final Index Price" shall equal the weighted average (weighted in
accordance with the factors listed on Schedule I to this Agreement) of the
Final Prices (as defined below) for all of the companies then comprising
the Index Group. The "Final Price" of any company belonging to the Index
Group shall mean the average of the daily closing prices of a share of
common stock of such company, as reported in the consolidated transaction
reporting system or the market or exchange on which such common stock is
principally traded, during the Valuation Period. The "Index Group" shall
mean all of those companies listed on Schedule I to this Agreement, the
common stock of which is publicly traded and as to which there is no
pending publicly announced proposal at any time during the Valuation Period
for such company to be acquired (in the event that any such company or
companies are removed from the Index Group because of such a pending or
consummated acquisition proposal, the weight attributed to the remaining
companies comprising the Index Group shall be adjusted proportionately).
Notwithstanding the foregoing, the COMPANY shall not be permitted to
terminate the Agreement as provided in this Section 9.01(g) in the event
that FIRST OF AMERICA elects to increase the exchange ratio to equal a
quotient, the numerator of which is $30.72 and the denominator of which is
the Average Price, in which case FIRST OF AMERICA shall give prompt written
notice to the COMPANY of such election.

9.02 Effect of Abandonment. In the event this Agreement is terminated
and the Plan of Merger abandoned as provided in Section 9.01, this Agreement
and the Plan of Merger 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 2.10, Section 3.11, 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 of this Agreement and
abandonment of the Plan of Merger as provided in Section 9.01, written notice
thereof and the reasons therefor shall be given to the other parties by the
terminating party.

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ARTICLE TEN

MODIFICATIONS, AMENDMENTS AND WAIVER

10.01 Modifications, Amendments and Waiver. At any time prior to the
Effective Time and before or after shareholder approval of this Agreement or
the Plan of Merger, the COMPANY, FIRST OF AMERICA and FOA-ACQUISITION may, (a)
by written agreement executed by a duly authorized officer (in the case of the
COMPANY, its Chairman) of each extend the time for the performance of any of
the obligations or other acts of the parties hereto, (b) by written notice
executed by a duly authorized officer (in the case of the COMPANY, its
Chairman) 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 the Plan of Merger, or (c) by written agreement executed by a duly
authorized officer (in the case of the COMPANY, its Chairman) of each make any
other amendment or modification of this Agreement or the Plan of Merger;
provided, however, that, after shareholder approval of this Agreement, no such
extension, waiver, amendment or modification shall unless approved by
shareholders (i) change the amount or kind of shares, securities, cash,
property, or rights to be received in exchange for or on conversion of any or
all of the shares of any class or series of the COMPANY; or (ii) change any
other terms and conditions of the Agreement if such change would materially and
adversely affect the COMPANY or the holders of the shares of any class or
series of the COMPANY. Any such extension, waiver, amendment or modification
shall be conclusively evidenced by the execution and delivery of the same 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 FOA-ACQUISITION, or the Chairman
in the case of the COMPANY, attested to by the Secretary or Assistant Secretary
of each party. 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 or the Plan
of Merger, 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 or the Plan of Merger.

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 Sarasota, Florida,
on the last business day of the month in which all of the approvals required
hereby and by the Plan of Merger become effective, or on such later 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 and the Plan of Merger 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 Merger 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 Articles of Merger. Subject to the provisions of this Agreement,
on the Closing Date, as herein defined, the Articles of Merger described in
Section 1.06, shall be executed as required by the Florida Act and duly filed
with the Department of State of the State of Florida.

11.03 Procurement of Approvals. FIRST OF AMERICA, FOA-ACQUISITION 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 Merger on the terms provided herein and in the Plan of
Merger and in the BANK Merger Agreement, including, without being limited to,
preparation by FIRST OF AMERICA

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and submission of any required application for prior approval of the Federal
Reserve, an application for prior approval of the OTS, an application for prior
approval of the FIB, applications for prior approval of the BANK Merger by the
OTS and the Federal Reserve, if required, 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 and the
solicitation of proxies by the COMPANY.

11.04 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 Merger (including, without limitation, the certification, execution,
acknowledgement and filing of the Plan of Merger) and to effect the BANK Merger
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.

11.05 Notices. All documents, notices, requests, demands and other
communications that are required or permitted to be delivered or given under
this Agreement and the Plan of Merger 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, to:

PRESIDENTIAL HOLDING CORPORATION
5250 17th Street, Suite 205
Sarasota, Florida

ATTENTION: Ronald K. Drews
President and Chief Executive Officer

with a copy to:

GUNSTER, YOAKLEY & STEWART, P.A.
777 South Flagler Drive
Suite 500 East
West Palm Beach, Florida 33401

ATTENTION: Michael V. Mitrione, Esq.

and to:

WILLIAM C. GRAPES
c/o Cook International, Inc.
340 Royal Palm Way
Palm Beach, Florida 33480

(b) and if to FIRST OF AMERICA or FOA-ACQUISITION to:

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

ATTENTION: Mr. Richard K. McCord
Senior Vice President-Corporate Development

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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.

11.06 Expenses. The COMPANY, FIRST OF AMERICA and FOA-ACQUISITION 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, the BANK Merger 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 officers, directors and
affiliates, 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.

11.07 Nonsurvival of Representations and Warranties. No representation
or warranty contained in this Agreement or the Plan of Merger (other than
contained in Section 2.15 relating to shares of FIRST OF AMERICA Common Stock
to be issued pursuant to the Plan of Merger, Section 4.03 relating to the
listing of the FIRST OF AMERICA Common Stock, Section 4.05 relating to
indemnification, Section 4.07 relating to employee benefits, Section 4.08
relating to current public information, Section 4.10 relating to severance
arrangements, Section 4.11 relating to the health care plan, Section 11.06
relating to expenses and Article III of the Plan of Merger relating to the
issuance of the FIRST OF AMERICA Common Stock to shareholders of the COMPANY)
shall survive the Merger.

11.08 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 located in Florida or other states, 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.

11.09 Entire Agreement. This Agreement, the Plan of Merger, the COMPANY
Schedules and the BANK Merger Agreement 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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11.10 Governing Law. This Agreement and the Plan of Merger shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Florida.

11.11 Binding Effect and Parties in Interest. This Agreement and the
Plan of Merger may not be assigned by any party hereto without the written
consent of the other parties. This Agreement and the Plan of Merger 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 and the
Plan of Merger otherwise than as specifically provided herein.

11.12 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 or the
Plan of Merger.

11.13 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.

11.14 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 prior 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 will advise the other parties prior to making any
disclosure).

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

11.16 Identification. This Agreement may be identified by date of
execution of the last to sign of FIRST OF AMERICA, FOA-ACQUISITION and the
COMPANY.

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

PRESIDENTIAL HOLDING CORPORATION

By: /s/ EDWARD W. COOK
________________________
Edward W. Cook
Chairman

Dated: June 28, 1994
Attest:______________________________

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FIRST OF AMERICA BANK CORPORATION

By: /s/ RICHARD K. MCCORD
___________________________________
Richard K. McCord
Senior Vice President-Corporate Development

Dated: June 28, 1994

Attest: /s/ M. D. BURTIS
____________________

FIRST OF AMERICA ACQUISITION COMPANY

By: /s/ RICHARD K. MCCORD
_______________________
Richard K. McCord
President

Dated: June 28, 1994
Attest: /s/ M. D. BURTIS
____________________

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APPROVAL AND AGREEMENT OF SHAREHOLDER

The undersigned, being the sole shareholder of Presidential Holding
Corporation, Sarasota, Florida (the "Company") and a director of the Company
and its savings association subsidiary acknowledge that he has been furnished
with such information about the Company, First of America Bank Corporation (the
"Purchaser") and the transactions contemplated by the foregoing Agreement as
has been necessary for him to evaluate the merits and risks associated with
entry into the Agreement, and the undersigned represents to each of the
corporate parties to the Agreement that he has evaluated and understands such
merits and risks. Based on the foregoing, the undersigned does hereby approve
the Agreement and the basis of exchange set forth therein, and in consideration
of the benefits to be derived by the Company and the undersigned from the
transactions contemplated by the foregoing Agreement, the undersigned agrees
with each of the corporate parties to the foregoing Agreement: (i) subject to
satisfaction of all conditions contained in the Agreement, to exchange all
shares of stock in the Company, now or hereafter beneficially owned by him, in
accordance with the terms of the Agreement; (ii) subject to satisfaction of all
conditions contained in the Agreement, to vote said shares, in person or by
proxy, at any meeting of shareholders of the Company and all adjournments
thereof, in favor of approval of the Agreement; and (iii) that the undersigned
will not directly or indirectly sell or transfer any beneficial interest in,
assign, pledge, hypothecate or otherwise dispose of or encumber any shares of
stock of the Company prior to the Effective Time.

Dated: June 28, 1994

/s/ EDWARD W. COOK
____________________________________
Edward W. Cook
Sole Shareholder
Presidential Holding Corporation

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EXHIBIT A

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger is made and entered into as of
____________________, 199____, between FIRST OF AMERICA ACQUISITION COMPANY, a
Florida corporation ("FOA-ACQUISITION"), and PRESIDENTIAL HOLDING CORPORATION,
a Florida corporation, (the "COMPANY"), joined in by FIRST OF AMERICA BANK
CORPORATION, a Michigan corporation ("FIRST OF AMERICA"). FOA-ACQUISITION and
the COMPANY are hereinafter sometimes collectively referred to as the
"Constituent Corporations." FIRST OF AMERICA is a party to this Agreement and
Plan of Merger as a parent party corporation and not as a constituent
corporation.

RECITALS

FOA-ACQUISITION is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida. As of the date hereof,
the authorized capital stock of FOA-ACQUISITION consists of 1,000 shares of
Common Stock, $1.00 par value per share, all of which are owned by FIRST OF
AMERICA.

The COMPANY is a corporation duly organized and validly existing under the
laws of the State of Florida. As of the date hereof, the authorized capital of
the COMPANY consists of 5,000,000 shares of COMPANY common stock, $0.01 par
value per share ("COMPANY Common Stock"), of which 716,188 shares are issued
and outstanding, none and of which are held in the treasury of the COMPANY; and
1,000,000 shares of preferred stock, none of which are issued and outstanding.

FOA-ACQUISITION, the COMPANY and FIRST OF AMERICA have entered into an
Agreement and Plan of Reorganization dated as of June 28, 1994 (the
"Agreement"), setting forth certain representations, warranties, covenants and
agreements in connection with the transactions therein and herein contemplated
and which contemplates the merger of the COMPANY with and into FOA-ACQUISITION
(the "Merger") in accordance with this Agreement and Plan of Merger.

FIRST OF AMERICA will authorize the issuance of shares of its Common Stock,
par value $10.00 per share (the "FIRST OF AMERICA Common Stock"), for the
purposes of the Agreement and this Agreement and Plan of Merger.

The respective Boards of Directors of the COMPANY, FIRST OF AMERICA and
FOA-ACQUISITION deem the Merger advisable and in the best interests of each
such corporation and their respective shareholders. The respective Boards of
Directors of the COMPANY, FIRST OF AMERICA and FOA-ACQUISITION, by resolutions
duly adopted, have approved the Agreement and approved this Agreement and Plan
of Merger; this Agreement and Plan of Merger has been submitted to and approved
by FIRST OF AMERICA, in its capacity as the sole shareholder of
FOA-ACQUISITION; and the Agreement and this Agreement and Plan of Merger will
be submitted to the shareholders of the COMPANY in accordance with Section 5.01
of the Agreement.

Therefore, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto hereby covenant and agree as
follows:

ARTICLE I

1.01 Merger of the COMPANY into FOA-ACQUISITION. The COMPANY shall be
merged into FOA-ACQUISITION at the Effective Time as that term is defined in
the Agreement. The separate corporate existence of the COMPANY shall thereupon
cease and FOA-ACQUISITION shall be the surviving corporation. FOA-ACQUISITION
is herein sometimes referred to as the "Surviving Corporation".

1.02 Effect of the Merger. From and after the Effective Time:

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(a) The separate existence of the COMPANY shall cease and be merged
into the Surviving Corporation, which shall possess all of the rights,
privileges, immunities, powers and franchises of a public as well as of a
private nature, and shall be subject to all of the restrictions,
disabilities and duties, of each of the COMPANY and FOA-ACQUISITION; and
all singular rights, privileges, immunities, powers and franchises of each
of the COMPANY and FOA-ACQUISITION, and all property, real, personal and
mixed, and all debts due to either the COMPANY or FOA-ACQUISITION on
whatever account, including subscriptions to shares, and all other things
in action or belonging to each of the COMPANY and FOA-ACQUISITION shall be
vested in FOA-ACQUISITION as the Surviving Corporation; and all property,
rights, privileges, immunities, powers and franchises, and all and every
interest, shall be thereafter as effectually the property of
FOA-ACQUISITION as the Surviving Corporation as they were of the COMPANY
and FOA-ACQUISITION and the title to any real estate, or interest therein,
vested by deed or otherwise, in either of the COMPANY and FOA-ACQUISITION
shall not revert or be in any way impaired by reason of the Merger.

(b) All rights of creditors and all liens upon any property of the
COMPANY or FOA-ACQUISITION shall be preserved unimpaired and all debts,
liabilities and duties of the COMPANY or FOA-ACQUISITION shall thenceforth
attach to FOA-ACQUISITION as the Surviving Corporation and may be enforced
against FOA-ACQUISITION as the Surviving Corporation to the same extent as
if said debts, liabilities and duties had been incurred or contracted by
it; provided, however, that all such liens shall attach only to those
assets to which they were attached prior to the Effective Time.

1.03 Additional Actions. If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any further assignments
or assurances in law or any other acts are necessary or desirable to (a) vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation its
rights, title or interest in, to or under any of the rights, properties or
assets of the COMPANY acquired or to be acquired by the Surviving Corporation
as a result of, or in connection with, the Merger, or (b) otherwise carry out
the purposes of the Agreement and this Agreement and Plan of Merger, the
COMPANY and its proper officers and directors shall be deemed to have granted
to the Surviving Corporation an irrevocable power of attorney to execute and
deliver all such proper deeds, assignments and assurances in law and to do all
acts necessary or proper to vest, perfect or confirm title to and possession of
such rights, properties or assets in the Surviving Corporation and otherwise to
carry out the purposes of the Agreement and this Agreement and Plan of Merger;
and the proper officers and directors of the Surviving Corporation are fully
authorized in the name of the COMPANY or otherwise to take any and all such
action.

ARTICLE II

2.01 Name. The name of the Surviving Corporation shall be "FIRST OF
AMERICA ACQUISITION COMPANY."

2.02 Articles of Incorporation. From and after the Effective Time, the
Articles of Incorporation of FOA-ACQUISITION shall be the Articles of
Incorporation of the Surviving Corporation.

2.03 Bylaws. The Bylaws of FOA-ACQUISITION, as in effect immediately
prior to the Effective Time, shall be the Bylaws of the Surviving Corporation
until duly amended in accordance with law.

2.04 Directors and Officers. The directors and officers of
FOA-ACQUISITION immediately prior to the Effective Time shall be the sole
directors and officers of the Surviving Corporation.

ARTICLE III

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3.01 Manner and Basis of Converting Shares of FOA-ACQUISITION. At the
Effective Time, each share of FOA-ACQUISITION Common Stock which is outstanding
immediately prior to the Effective Time shall continue to be outstanding
without any change therein.

3.02 Manner and Basis of Converting Shares of COMPANY Stock and
Options to Acquire COMPANY Common Stock.

(a) Any shares of COMPANY Common Stock or any other class or series of
stock of the COMPANY held in the treasury of the COMPANY immediately prior
to the Effective Time shall be canceled, and no FIRST OF AMERICA Common
Stock shall be issuable or exchangeable with respect thereto.

(b) Subject to Section 3.04, each share of the COMPANY'S Common Stock
issued and outstanding immediately prior to the Merger (other than
"Dissenting Shares" as hereinafter defined) shall be converted into and
represent the right to receive and be exchangeable for 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) Thirty-Three and 25/100
Dollars ($33.25) divided by (ii) the average of the closing trade prices
("Average Price") of FIRST OF AMERICA Common Stock on the New York Stock
Exchange during the last fifteen trading days on which reportable sales of
FIRST OF AMERICA Common Stock took place immediately prior to, but not
including, the third business day prior to the Effective Time (as may be
adjusted pursuant to the terms of this Agreement and Plan of Merger, 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 .8375 or be increased above
.9837.

3.03 Description of FIRST OF AMERICA Common Stock. 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.

3.04 Fractional Shares. 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, shareholders of the COMPANY,
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 3.02(b) above.

3.05 Surrender Of COMPANY Stock Certificates In Exchange For FIRST OF
AMERICA Common Stock.

(a) After the Effective Time, each holder of a certificate or
certificates that prior thereto represented validly issued and outstanding
shares of COMPANY Common Stock shall surrender such certificate or
certificates 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 and Plan of Merger.

The holder of a certificate or certificates that prior to the Merger
represented issued and outstanding shares of COMPANY Common Stock shall
have no rights, after the Effective Time, with respect to such shares
except to surrender the certificate or 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 3.05(a) as canceled and
shall promptly thereafter deliver the same to FIRST OF AMERICA for
disposal.

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(b) FIRST OF AMERICA dividends or other distributions otherwise
payable subsequent to the Effective Time 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 and Plan of
Merger 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.

(c) If a certificate of COMPANY Common Stock 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 of COMPANY Common Stock, 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.

(d) Promptly after the Effective Time, 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 Time represented outstanding shares
of COMPANY Common Stock (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.

3.06 Dissenting Shares. Notwithstanding anything in this Agreement and
Plan of Merger to the contrary, shares of COMPANY Common Stock which are issued
and outstanding immediately prior to the Effective Time and which are held by a
shareholder who has the right (to the extent such right is available by law) to
demand and receive payment of the fair value of his or her shares of COMPANY
Common Stock pursuant to Section 607.1302 of the Florida General Corporation
Act (the "Dissenting Shares") shall be canceled and shall not be converted into
or be exchangeable for the right to receive shares of FIRST OF AMERICA Common
Stock, but the holders thereof shall be entitled to payment of the fair value
of such shares in accordance with the provisions of the Florida General
Corporation Act, subject to the procedures and conditions specified in such
Act, unless and until such holder shall fail to perfect his or her right to
dissent or shall have effectively withdrawn or lost such right under the
Florida General Corporation Act, as the case may be. If such holder shall have
so failed to perfect or shall have effectively withdrawn or lost such right,
his or her shares of COMPANY Common Stock shall thereupon be deemed to have
been converted into, at the Effective Time, the right to receive shares of
FIRST OF AMERICA Common Stock in the manner set forth in Section 3.02.

ARTICLE IV

4.01 Conditions Precedent. The respective obligations of each party
under this Agreement and Plan of Merger shall be subject to the satisfaction,
or waiver by the party permitted to do so, of the conditions set forth in
Articles Six, Seven and Eight of the Agreement, including, but not limited to,
approval of this Agreement and Plan of Merger and the Agreement, and the
transactions contemplated hereby and thereby, by the shareholders of the
COMPANY and by all applicable regulatory authorities.

4.02 Counterparts. This Agreement and Plan of Merger may be executed
in one or more counterparts, each of which shall be deemed to be an original
but all of which together shall constitute one agreement.

4.03 Governing Law. This Agreement and Plan of Merger shall be
governed in all respects, including, but not limited to, validity,
interpretation, effect and performance, by the laws of the State of Florida.

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4.04 Amendment. Subject to applicable law, this Agreement and Plan of
Merger may be amended, modified or supplemented only by written agreement of
FIRST OF AMERICA, FOA-ACQUISITION and the COMPANY, by their respective officers
thereunto duly authorized, at any time prior to the Effective Time, provided,
however, that after approval of this Agreement and Plan of Merger by the
shareholders of the COMPANY, no such amendment, modification or supplement
shall (i) change the amount or kind of shares, securities, cash, property or
rights to be received in exchange for or on conversion of any or all of the
shares of any class or series of the COMPANY, or (ii) change any other terms
and conditions of this Agreement and Plan of Merger if such change would
materially and adversely affect the COMPANY or the holders of the shares of any
class or series of the COMPANY.

4.05 Waiver. Any of the terms or conditions of this Agreement and
Plan of Merger may be waived at any time by whichever of the Constituent
Corporations is, or the shareholders or stockholders of which are, entitled to
the benefit thereof by action taken by the Board of Directors of such
Constituent Corporation.

4.06 Termination. This Agreement and Plan of Merger shall terminate
automatically without further act or deed of any of the parties hereto upon the
termination of the Agreement and there shall be no liability on the part of any
of the parties hereto (or any of their respective directors or officers) except
as otherwise provided in the Agreement.

IN WITNESS WHEREOF, each of the Constituent Corporations and FIRST OF
AMERICA have caused this Agreement and Plan of Merger to be executed on their
behalf by their officers hereunto duly authorized and their respective
corporate seals to be affixed hereto, all as of the date first above written.

ATTEST: FIRST OF AMERICA
ACQUISITION COMPANY

By: ___________________ By: ______________________________
Richard K. McCord
President
State of Michigan )
) ss:
County of Kalamazoo )

On this _______ day of _______________, 199____, before me appeared the
above-signed officers, who being first duly sworn, deposed and said that they
are officers of FIRST OF AMERICA ACQUISITION COMPANY, and are duly authorized
by its Board of Directors to sign, affirm and verify this Agreement and Plan of
Merger and that this Agreement and Plan of Merger has been approved by all
requisite action of the Board of Directors of FIRST OF AMERICA ACQUISITION
COMPANY and this Agreement and Plan of Merger is the act and deed of the
Corporation and the facts stated herein are true to the best of their
knowledge.

_________________________

Notary Public
Kalamazoo County, Michigan
My Commission Expires:
My County of
Residence: Kalamazoo

ATTEST: PRESIDENTIAL HOLDING
CORPORATION

By: ___________________ By: ______________________________
Ronald K. Drews
Secretary President and Chief Executive Officer

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State of Florida )
) ss:
County of Sarasota )

On this _______ day of ______________, 199____, before me appeared the
above-signed officers, who being first duly sworn, deposed and said that they
are officers of PRESIDENTIAL HOLDING CORPORATION and are duly authorized by its
Board of Directors to sign, affirm and verify this Agreement and Plan of Merger
and that this Agreement and Plan of Merger has been approved by all requisite
action of the Board of Directors of PRESIDENTIAL HOLDING CORPORATION and this
Agreement and Plan of Merger is the act and deed of the Corporation and the
facts stated herein are true to the best of their knowledge. The foregoing
officers:

[ ] Are personally known to me;
[ ] Have produced an identification card or driver's license issued by
the Department of Highway Safety and Motor Vehicles; or
[ ] Have produced a passport issued by the Department of State of the
United States

____________________________

Notary Public
Sarasota County, Florida
My Commission Expires: _________
My County of
Residence: _____________________

ATTEST: FIRST OF AMERICA BANK
CORPORATION

By: ___________________ By: ______________________________
Richard K. McCord
Senior Vice President-
Corporate Development
State of Michigan )
) ss:
County of Kalamazoo )

On this ________ day of ______________, 199____, before me appeared the
above-signed officers, who being first duly sworn, deposed and said that they
are officers of FIRST OF AMERICA BANK CORPORATION, and are duly authorized by
its Board of Directors to sign, affirm and verify this Agreement and Plan of
Merger and that this Agreement and Plan of Merger has been approved by all
requisite action of the Board of Directors of FIRST OF AMERICA BANK CORPORATION
and this Agreement and Plan of Merger is the act and deed of the Corporation
and the facts stated herein are true to the best of their knowledge.

_____________________________

Notary Public
Kalamazoo County, Michigan
My Commission Expires:
My County of Residence: Kalamazoo

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EXHIBIT B

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

Gentlemen:

I have been advised that I may be deemed an "affiliate" within the meaning
of paragraph (c) of Rule 145 of the Rules and Regulations of the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933 (the "Act") of
PRESIDENTIAL HOLDING CORPORATION, a Florida corporation (the "COMPANY"), and
may be deemed such at the time of the merger ("Merger") of FIRST OF AMERICA
ACQUISITION COMPANY, a Florida corporation ("FOA-ACQUISITION") with the
COMPANY. Pursuant to the Merger, I will acquire shares of the Common Stock
("FIRST OF AMERICA Common Stock") of FIRST OF AMERICA BANK CORPORATION ("FIRST
OF AMERICA") in exchange for each share of common stock of the COMPANY
("COMPANY Common Stock") held by me. I agree that I will not make any sale,
transfer or other disposition of the FIRST OF AMERICA Common Stock or COMPANY
Common Stock in violation of the Act or the rules and regulations promulgated
thereunder by the SEC.

I have been advised that the issuance of the FIRST OF AMERICA Common Stock
to me pursuant to the Merger has been registered under the Act by FIRST OF
AMERICA by the filing of a Registration Statement with the SEC. I have also
been advised that such registration does not apply to any distribution by me of
the FIRST OF AMERICA Common Stock received by me in the Merger. I have also
been advised that, since at the effective time of the Merger, I may be deemed
to have been an "affiliate" of the COMPANY, any offering or sale by me of any
of the FIRST OF AMERICA Common Stock will, under current law, require either
(i) the further registration under the Act of the FIRST OF AMERICA Common Stock
to be sold; (ii) compliance with Rule 145 promulgated under the Act; or (iii)
the availability of another exemption from such registration. In addition, I
have been advised that any transferee in a private offering or other similar
disposition will be subject to the same limitations as those imposed on me.

I represent and warrant to FIRST OF AMERICA that:

1. I have carefully read this letter and discussed its requirements and
other applicable limitations upon the sale, transfer or other disposition of
the FIRST OF AMERICA Common Stock to the extent I felt necessary, with my
counsel or counsel for the COMPANY.

2. I have been informed by FIRST OF AMERICA that the FIRST OF AMERICA
Common Stock must be held by me indefinitely unless (i) any of the FIRST OF
AMERICA Common Stock received by me in the Merger and to be distributed by me
is first registered under the Act other than by the registration by FIRST OF
AMERICA referred to above; (ii) a sale of the FIRST OF AMERICA Common Stock is
made in conformity with the volume and other applicable limitations of
paragraph (d) of Rule 145 (which incorporates by reference paragraphs (c), (e),
(f) and (g) of Rule 144); or (iii) some other exemption from registration is
available with respect to any such proposed sale, transfer or other disposition
of the FIRST OF AMERICA Common Stock. I will be required to deliver to FIRST
OF AMERICA evidence of compliance with such requirements in connection with any
proposed sale, transfer or other disposition by me which may include, in the
case of a distribution under some other exemption from registration, an opinion
of counsel reasonably satisfactory to counsel for FIRST OF AMERICA that such
exemption is available.

3. I understand that FIRST OF AMERICA is under no obligation to register
the FIRST OF AMERICA Common Stock that I may wish to sell, transfer, or
otherwise dispose of or to take any other action necessary in order to make
compliance with an exemption from registration available.

4. If I rely on the exemption from the registration provisions contained
in Section 4 of the Act (other than that contained in Rule 144 or 145), I will
obtain and deliver to FIRST OF AMERICA a copy of a letter from any prospective
transferee which will contain (a) representations reasonably satisfactory to
FIRST OF AMERICA as to the

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nondistributive intent, sophistication, ability to bear risk, and access to
information of such transferee; (b) an acknowledgment concerning restrictions
on transfer of the FIRST OF AMERICA Common Stock; and (c) an assumption of the
obligations of the undersigned under this paragraph 4.

5. I understand that FIRST OF AMERICA expects that the Merger will be
accounted for as a pooling-of-interests and that Topic 2-E of staff accounting
bulletin of the SEC provides that the risk sharing requirement for the
applicability of pooling-of-interests accounting will have occurred if no
affiliate of either FIRST OF AMERICA or the Company sells or in any other way
reduces his or her risk relative to (i) COMPANY Common Stock within thirty (30)
days prior to the effective time of the Merger and (ii) any FIRST OF AMERICA
Common Stock received in the Merger until such time as financial results
covering at least 30 days of post-Merger combined operations have been
published. I agree, in order to preserve pooling-of-interests accounting for
the Merger, to make no disposition of (i) any shares of COMPANY Common Stock
within thirty (30) days prior to the effective time of the Merger, which FIRST
OF AMERICA or the COMPANY shall advise me in writing, and (ii) any shares of
FIRST OF AMERICA Common Stock received in the Merger, or in any other way
reduce my risk relative to the shares of FIRST OF AMERICA received in the
Merger, until publication by FIRST OF AMERICA of financial results covering at
least 30 days of post-Merger combined operations in the form of a Form 10-Q or
Form 8-K filing with the SEC, the issuance of a quarterly earnings report, or
any other public issuance which includes combined net sales and net income.
Excluded from the foregoing undertaking shall be such sales, pledges, transfers
or other dispositions of shares of COMPANY Common Stock or FIRST OF AMERICA
Common Stock which, in FIRST OF AMERICA'S sole judgment, are individually and
in the aggregate de minimus within the meaning of Topic 2-E of the staff
accounting bulletin series of the SEC.

6. I also understand that to enforce the foregoing commitments, stop
transfer instructions will be given to the COMPANY'S transfer agent with
respect to the COMPANY Common Stock and to FIRST OF AMERICA'S transfer agent
with respect to the FIRST OF AMERICA Common Stock and that there will be placed
on the certificates for the FIRST OF AMERICA Common Stock, or any substitutions
therefor, a legend stating in substance:

THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION
EFFECTED ON _________________, 1994, TO WHICH RULE 145 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") APPLIES, HAVE BEEN DELIVERED IN
RELIANCE UPON THE REPRESENTATION OF THE REGISTERED HOLDER HEREOF THAT THEY HAVE
BEEN ACQUIRED FOR SUCH HOLDER'S ACCOUNT, AND MAY BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF, WHETHER IN WHOLE OR IN PART, ONLY IN COMPLIANCE WITH THE
APPLICABLE REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNTIL SUCH TIME AS FINANCIAL STATEMENTS OF FIRST OF
AMERICA BANK CORPORATION COVERING AT LEAST THIRTY (30) DAYS OF COMBINED
OPERATIONS FOLLOWING THE ACQUISITION OF PRESIDENTIAL HOLDING CORPORATION SHALL
HAVE BEEN PUBLISHED.

Very truly yours,

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APPENDIX I

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER ("Plan of Merger") is made and entered
into as of June ____________________, 1994, by and between FIRST OF AMERICA
BANK-FLORIDA, FSB ("FOA-BANK"), a federally chartered stock savings bank,
located at 2100 66th Street, St. Petersburg, Florida ________, and PRESIDENTIAL
BANK, FSB, (THE "BANK"), a federally chartered stock savings bank, located at
5250 17th Street, Sarasota, Florida. FOA-BANK and the BANK are hereinafter
sometimes collectively referred to as the "Constituent Banks."

RECITALS

WHEREAS, FOA-BANK is duly organized and validly existing under the laws of
the United States having total authorized Common Stock of ____________________
shares, $ ______ par value, of which _________________________ are issued and
outstanding ("FOA-BANK Common Stock"). FOA-BANK has its savings accounts
insured by the Savings Association Insurance Fund; and

WHEREAS, BANK is duly organized and validly existing under the laws of the
United States having total authorized Common Stock of ____________ shares, $___
par value, of which _________________________ are issued and outstanding ("BANK
Common Stock"). The BANK has its savings accounts insured by the Savings
Association Insurance Fund; and

WHEREAS, FIRST OF AMERICA BANK CORPORATION ("FIRST OF AMERICA") is the sole
shareholder of all of the outstanding FOA-BANK Common Stock; and

WHEREAS, immediately prior to the Effective Time, as hereinafter defined,
FIRST OF AMERICA shall be the sole shareholder of all of the outstanding BANK
Common Stock; and

WHEREAS, in accordance with the provisions of Office of Thrift Supervision
("OTS") regulations promulgated at 12 C.F.R. Part 546, directors of FOA-BANK
and BANK, in each case constituting not less than a two-thirds majority of the
respective Boards of Directors of FOA-BANK and BANK, have agreed upon this
Agreement in writing by their execution hereof.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto hereby covenant and agree
as follows:

ARTICLE I.

A. MERGER. At the Effective Time, the BANK shall merge with and into
FOA-BANK (the "Merger") under the Charter of FOA-BANK pursuant to the
applicable provisions of, and with the effect provided in, the Home Owners'
Loan Act ("HOLA") and the regulations and requirements thereunder of the OTS.
FOA-BANK shall be the "Resulting Association" in the Merger and the BANK shall
be the "Merging Association" in the Merger. The date and time when all filings
required by law in order to make the Merger effective have been completed,
approved and endorsed by applicable agencies (including the OTS) is hereinafter
referred to as the "Effective Time."

B. CHARTER; BYLAWS; OFFICES. Upon the Merger becoming effective,the name
of the Resulting Association (herein called the "Resulting Association"
whenever reference is made to it as of the Effective Time or thereafter) shall
be "First of America Bank-Florida FSB," its Charter shall be the Federal Stock
Charter of FOA-BANK in effect immediately prior to the Effective Time, its
Bylaws shall be those of FOA-BANK as in existence immediately before the
Effective Time, and the home office of FOA-BANK shall be the home office of the
Resulting Association. All branches of the BANK and FOA-BANK which were in
lawful operation immediately before the Effective Time or whose establishment
has been approved before the Merger shall be retained and

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operated or established and operated as branches of the Resulting Association.
The location of the home office and the branch offices of the Resulting
Association shall be as set forth in Schedule A hereto.

C. EFFECT OF MERGER. Upon the Merger becoming effective, the corporate
existence of FOA-BANK and the BANK shall be merged into and continued in the
Resulting Association, and all assets and property (real, personal, and mixed,
tangible and intangible, chooses in action, rights, and credits) then owned by
each Constituent Bank or which would inure to any of them, shall immediately by
operation of law and without any conveyance, transfer or further action, become
the property of the Resulting Association. The Resulting Association shall be
deemed to be a continuation of the entity of each Constituent Bank. All rights
and obligations of the Constituent Banks shall remain unimpaired, and the
Resulting Association shall, as of the Effective Time, succeed to all those
rights and obligations. Savings accounts shall be deemed issued in the name of
the Resulting Association in accordance with applicable OTS regulations.

D. ADDITIONAL ACTIONS. If, at any time after the Effective Time, the
Resulting Association shall consider or be advised that any further assignments
or assurances in law or any other acts are necessary or desirable to (a) vest,
perfect or confirm, of record or otherwise, in the Resulting Association its
rights, title or interest in, to or under any of the rights, properties or
assets of the BANK acquired or to be acquired by the Resulting Association as a
result of, or in connection with, the Merger, or (b) otherwise carry out the
purposes of the Agreement and this Agreement and Plan of Merger, the BANK and
its proper officers and directors shall be deemed to have granted to the
Resulting Association an irrevocable power of attorney to execute and deliver
all such proper deeds, assignments and assurances in law and to do all acts
necessary or proper to vest, perfect or confirm title to and possession of such
rights, properties or assets in the Resulting Association and otherwise to
carry out the purposes of the Agreement and this Agreement and Plan of Merger;
and the proper officers and directors of the Resulting Association are fully
authorized in the name of the BANK or otherwise to take any and all such
action.

ARTICLE II.

A. MANNER AND BASIS OF CONVERTING SHARES OF BANK COMMON STOCK.

1. Any shares of BANK Common Stock or any other class or series of
stock of the BANK held in the treasury of the BANK immediately prior to the
Effective Time shall be retired and canceled, and no FOA-BANK Common Stock
shall be issuable or exchangeable with respect thereto.

2. At the Effective Time, each share of BANK Common Stock, issued and
outstanding prior to the Merger shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and exchanged for
_____ shares of FOA-BANK Common Stock. Each certificate representing shares of
BANK Common Stock immediately prior to the Effective Time shall, until
surrendered as provided for in paragraph (c) of this Article II, evidence
ownership of the number of shares of FOA-BANK Common Stock into which the
shares of BANK theretofore represented thereby shall have been converted in the
Merger.

3. After the Effective Time, the former holder of shares of BANK
Common Stock which have been converted into shares of FOA-BANK Common Stock in
the Merger shall, upon surrender in proper form to FOA-BANK for cancellation of
the certificate or certificates which prior to the Effective Time represented
such holder's shares of BANK Common Stock, be entitled to receive one or more
certificates representing the shares of FOA-BANK Common Stock into which the
shares of BANK Common Stock previously represented by the surrendered
certificates shall have been so converted.

ARTICLE III.

A. DIRECTORS OF FOA-BANK. The names of the Directors of FOA-BANK as of
the date of this Agreement are as follows:

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Name Term
---- ----

The residence address of each of the Directors of FOA-BANK is set forth on
Schedule B hereto.

After the Effective Time, the said Directors shall serve until the
expiration of the latest term to which they were elected and until their
successors are elected and duly qualified.

ARTICLE IV.

A. COUNTERPARTS. This Agreement and Plan of Merger may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one agreement.

B. GOVERNING LAW. This Agreement and Plan of Merger shall be governed in
all respects, including, but not limited to, validity, interpretation, effect
and performance, by the laws of the State of Florida and the laws of the United
States.

C. AMENDMENT. Subject to applicable law, this Agreement and Plan of
Merger may be amended, modified or supplemented only by written agreement of
the BANK, FOA-BANK, or by their respective officers thereunto duly authorized,
at any time prior to the Effective Time; provided, however, that, after the
adoption of this Agreement and Plan of Merger by the stockholders of the BANK
and FOA-BANK, no such amendment, modification or supplement shall (i) change
the amount or kind of shares, securities, cash, property, or rights to be
received in exchange for or on conversion of any or all of the shares of any
class or series of the BANK; or (ii) change any other terms and conditions of
the Agreement if such change would materially and adversely affect the BANK or
the holders of the shares of any class or series of the BANK.

D. WAIVER. Any of the terms or conditions of this Agreement and Plan of
Merger may be waived at any time by whichever of the Constituent Banks is, or
the stockholders of which are, entitled to the benefit thereof by action taken
by the Board of Directors of such Constituent Banks.

E. TERMINATION. This Plan of Merger shall terminate upon the termination
of the Agreement and there shall be no liability on the part of any of the
parties hereto (or any of their respective directors or officers) except as
otherwise provided in the Agreement.

F. PROCUREMENT OF APPROVALS. This Plan of Merger shall be submitted to
the stockholders of the Constituent Banks for adoption at a meeting to be
called and held by each in accordance with the applicable provisions of law and
their respective Charters and Bylaws. The Constituent Banks shall proceed
expeditiously and cooperate fully in the procurement of any other 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 consummation of
the Merger on the terms provided, including, without being limited to, the
preparation and submission of an application to the OTS for approval of the
Merger.

G. CONDITIONS PRECEDENT. Consummation of the Merger is conditioned upon
(i) the satisfaction or waiver of all conditions set forth in the Agreement,
and; (ii) the consummation of the transaction by an Agreement and Plan of
Reorganization among FIRST OF AMERICA, FIRST OF AMERICA ACQUISITION COMPANY,
and PRESIDENTIAL HOLDING CORPORATION dated as of June 28, 1994, on or before
the Effective Time.

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IN WITNESS WHEREOF, each of the Constituent Banks have caused this
Agreement and Plan of Merger to be executed on their behalf by their officers
hereunto duly authorized and their respective corporate seals to be affixed
hereto, all as of the date first above written.

PRESIDENTIAL BANK, FSB

By: _________________ (Corporate Seal)
Ronald K. Drews
Its: President and Chief Executive Officer

Dated: June ___ , 1994 Attest:

Secretary

FIRST OF AMERICA BANK-FLORIDA, FSB

By: _____________________ (Corporate Seal)
Lee J. Cieslak
Its: President

Dated: June __ , 1994 Attest:

Secretary

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SCHEDULE A TO AGREEMENT AND PLAN OF MERGER

The following is a list of all the offices of the Resulting Association:

Home Office:

Branches:

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SCHEDULE B TO AGREEMENT AND PLAN OF MERGER

The following sets forth the residence addresses of each director of
FOA-BANK:

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SCHEDULE I

Company Weight
- ------------------------------- ------------
Banc One Corporation 20.69
Boatmen's Bancshares, Inc. 5.41
Comerica Incorporated 5.62
Fifth Third Bancorp 5.17
Firstar Corporation 3.29
First Bank System, Inc. 6.84
Huntington Bancshares, Inc. 4.33
KeyCorp 12.38
Marshall & Illsley Corporation 2.32
NBD Bancorp, Inc. 7.61
National City Corporation 7.02
Northern Trust Corporation 3.44
Norwest Corporation 13.73
Old Kent Financial Corporation 2.15

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EXHIBIT B

FLORIDA BUSINESS CORPORATION ACT
SECTION 607.1301, 607.1302 AND 607.1320

607.1301 DISSENTERS' RIGHTS; DEFINITIONS.

The following definitions apply to ss. 607.1302 and 607.1320:

(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.

(2) "Fair value," with respect to a dissenter's shares, means the value of
the shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable.

(3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date on which
the corporation received written consents without a meeting from the requisite
number of shareholders in order to authorize the action, or, in the case of a
merger pursuant to s. 607.1104, the day prior to the date on which a copy of
the plan of merger was mailed to each shareholder of record of the subsidiary
corporation.

607.1302 RIGHT OF SHAREHOLDERS TO DISSENT.

(1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his shares in the event of, any of the
following corporate actions:

(a) Consummation of a plan of merger to which the corporation is a party:

1. If the shareholder is entitled to vote on the merger, or

2. If the corporation is a subsidiary that is merged with its parent under s.
607.1104, and the shareholders would have been entitled to vote on action
taken, except for the applicability of s. 607.1104;

(b) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202, including a sale in dissolution but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to the
shareholders within 1 year after the date of sale;

(d) Consummation of a plan of share exchange to which the corporation is a
party as the corporation the shares of which will be acquired, if the
shareholder is entitled to vote on the plan;

(e) Any amendment of the articles of incorporation if the shareholder is
entitled to vote on the amendment and if such amendment would adversely affect
such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his shares;

2. Altering or abolishing the voting rights pertaining to any of his shares,
except as such rights may be affected by the voting rights of new shares then
being authorized of any existing or new class or series of shares;

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3. Effecting an exchange, cancellation, or reclassification of any of his
shares, when such exchange, cancellation, or reclassification would alter or
abolish his voting rights or alter his percentage of equity in the corporation,
or effecting a reduction or cancellation of accrued dividends or other
arrearages in respect to such shares;

4. Reducing the stated redemption price of any of his redeemable shares,
altering or abolishing any provision relating to any sinking fund for the
redemption or purchase of any of his shares, or making any of his shares
subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of his
preferred shares which had theretofore been cumulative;

6. Reducing the stated dividend preference of any of his preferred shares; or

7. Reducing any stated preferential amount payable on any of his preferred
shares upon voluntary or involuntary liquidation; or

(f) Any corporate action taken, to the extent the articles of incorporation
provide that a voting or nonvoting shareholder is entitled to dissent and
obtain payment for his shares.

(2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his shares which are
adversely affected by the amendment.

(3) A shareholder may dissent as to less than all the shares registered in
his name. In that event, his rights shall be determined as if the shares as to
which he has dissented and his other shares were registered in the names of
different shareholders.

(4) Unless the articles of incorporation otherwise provide, this section
does not apply with respect to a plan of merger or share exchange or a proposed
sale or exchange of property, to the holders of shares of any class or series
which, on the record date fixed to determine the shareholders entitled to vote
at the meeting of shareholders at which such action is to be acted upon or to
consent to any such action without a meeting, were either registered on a
national securities exchange or held of record by not fewer than 2,000
shareholders.

(5) A shareholder entitled to dissent and obtain payment for his shares
under this section may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

607.1320 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS.

(1)(a) If a proposed corporate action creating dissenters' rights under s.
607.1302 is submitted to a vote at a shareholders' meeting, the meeting notice
shall state that shareholders are or may be entitled to assert dissenters'
rights and be accompanied by a copy of ss. 607.1301, 607.1302, and 607.1320. A
shareholder who wishes to assert dissenters' rights shall:

1. Deliver to the corporation before the vote is taken written notice of his
intent to demand payment for his shares if the proposed action is effectuated,
and

2. Not vote his shares in favor of the proposed action. A proxy or vote
against the proposed action does not constitute such a notice of intent to
demand payment.

(b) If proposed corporate action creating dissenters' rights under s.
607.1302 is effectuated by written consent without a meeting, the corporation
shall deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each
shareholder simultaneously with any request for his written consent or, if such
a request is not made, within 10 days

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after the date the corporation received written consents without a meeting from
the requisite number of shareholders necessary to authorize the action.

(2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent or
adoption of the plan of merger, as the case may be, to each shareholder who
filed a notice of intent to demand payment for his shares pursuant to paragraph
(1)(a) or, in the case of action authorized by written consent, to each
shareholder, excepting any who voted for, or consented in writing to, the
proposed action.

(3) Within 20 days after the giving of notice to him, any shareholder who
elects to dissent shall file with the corporation a notice of such election,
stating his name and address, the number, classes, and series of shares as to
which he dissents, and a demand for payment of the fair value of his shares.
Any shareholder failing to file such election to dissent within the period set
forth shall be bound by the terms of the proposed corporate action. Any
shareholder filing an election to dissent shall deposit his certificates for
certificated shares with the corporation simultaneously with the filing of the
election to dissent. The corporation may restrict the transfer of
uncertificated shares from the date the shareholder's election to dissent is
filed with the corporation.

(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall
not be entitled to vote or to exercise any other rights of a shareholder. A
notice of election may be withdrawn in writing by the shareholder at any time
before an offer is made by the corporation, as provided in subsection (5), to
pay for his shares. After such offer, no such notice of election may be
withdrawn unless the corporation consents thereto. However, the right of such
shareholder to be paid the fair value of his shares shall cease, and he shall
be reinstated to have all his rights as a shareholder as of the filing of his
notice of election, including any intervening preemptive rights and the right
to payment of any intervening dividend or other distribution or, if any such
rights have expired or any such dividend or distribution other than in cash has
been completed, in lieu thereof, at the election of the corporation, the fair
value thereof in cash as determined by the board as of the time of such
expiration or completion, but without prejudice otherwise to any corporate
proceedings that may have been taken in the interim, if:

(a) Such demand is withdrawn as provided in this section;

(b) The proposed corporate action is abandoned or rescinded or the
shareholders revoke the authority to effect such ;

(c) No demand or petition for the determination of fair value by a court has
been made or filed within the time provided in this section; or

(d) A court of competent jurisdiction determines that such shareholder is
not entitled to the relief provided by this section.

(5) Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value
for such shares. If the corporate action has not been consummated before the
expiration of the 90- day period after the shareholders' authorization date,
the offer may be made conditional upon the consummation of such action. Such
notice and offer shall be accompanied by:

(a) A balance sheet of the corporation, the shares of which the dissenting
shareholder holds, as of the latest available date and not more than 12 months
prior to the making of such offer; and

(b) A profit and loss statement of such corporation for the 12-month period
ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which
it was in existence.

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(6) If within 30 days after the making of such offer any shareholder accepts
the same, payment for his shares shall be made within 90 days after the making
of such offer or the consummation of the proposed action, whichever is later.
Upon payment of the agreed value, the dissenting shareholder shall cease to
have any interest in such shares.

(7) If the corporation fails to make such offer within the period specified
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30
days thereafter, then the corporation, within 30 days after receipt of written
demand from any dissenting shareholder given within 60 days after the date on
which such corporate action was effected, shall, or at its election at any time
within such period of 60 days may, file an action in any court of competent
jurisdiction in the county in this state where the registered office of the
corporation is located requesting that the fair value of such shares be
determined. The court shall also determine whether each dissenting
shareholder, as to whom the corporation requests the court to make such
determination, is entitled to receive payment for his shares. If the
corporation fails to institute the proceeding as herein provided, any
dissenting shareholder may do so in the name of the corporation. All
dissenting shareholders (whether or not residents of this state), other than
shareholders who have agreed with the corporation as to the value of their
shares, shall be made parties to the proceeding as an action against their
shares. The corporation shall serve a copy of the initial pleading in such
proceeding upon each dissenting shareholder who is a resident of this state in
the manner provided by law for the service of a summons and complaint and upon
each nonresident dissenting shareholder either by registered or certified mail
and publication or in such other manner as is permitted by law. The
jurisdiction of the court is plenary and exclusive. All shareholders who are
proper parties to the proceeding are entitled to judgment against the
corporation for the amount of the fair value of their shares. The court may,
if it so elects, appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The appraisers shall
have such power and authority as is specified in the order of their appointment
or an amendment thereof. The corporation shall pay each dissenting shareholder
the amount found to be due him within 10 days after final determination of the
proceedings. Upon payment of the judgment, the dissenting shareholder shall
cease to have any interest in such shares.

(8) The judgment may, at the discretion of the court, include a fair rate of
interest, to be determined by the court.

(9) The costs and expenses of any such proceeding shall be determined by the
court and shall be assessed against the corporation, but all or any part of
such costs and expenses may be apportioned and assessed as the court deems
equitable against any or all of the dissenting shareholders who are parties to
the proceeding, to whom the corporation has made an offer to pay for the
shares, if the court finds that the action of such shareholders in failing to
accept such offer was arbitrary, vexatious, or not in good faith. Such
expenses shall include reasonable compensation for, and reasonable expenses of,
the appraisers, but shall exclude the fees and expenses of counsel for, and
experts employed by, any party. If the fair value of the shares, as
determined, materially exceeds the amount which the corporation offered to pay
therefor or if no offer was made, the court in its discretion may award to any
shareholder who is a party to the proceeding such sum as the court determines
to be reasonable compensation to any attorney or expert employed by the
shareholder in the proceeding.

(10) Shares acquired by a corporation pursuant to payment of the agreed value
thereof or pursuant to payment of the judgment entered therefor, as provided in
this section, may be held and disposed of by such corporation as authorized but
unissued shares of the corporation, except that, in the case of a merger, they
may be held and disposed of as the plan of merger otherwise provides. The
shares of the surviving corporation into which the shares of such dissenting
shareholders would have been converted had they assented to the merger shall
have the status of authorized but unissued shares of the surviving corporation.

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