FIRST OF AMERICA BANK CORP /MI/, 10-K, 1997-02-26

FIRST OF AMERICA BANK CORP /MI/
10-K, 1997-02-26
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996 Commission File Number
1-10534
FIRST OF AMERICA BANK CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
Michigan 38-1971791
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
211 South Rose Street, Kalamazoo, Michigan 49007
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>

(616) 376-9000
(Registrant's telephone number, including area code)

Common Stock, $10 Par Value
(TITLE OF CLASS)

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting stock held by non-affiliates
of the registrant, $3,355,317,342 on January 31, 1997.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
CLASS OUTSTANDING AT JANUARY 31, 1997
----- -------------------------------
<C> <C>
Common Stock, $10 Par Value 59,863,058
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>
INFORMATION FROM THE FOLLOWING DOCUMENT HAS BEEN
INCORPORATED INTO THIS REPORT BY REFERENCE PARTS OF THIS REPORT INTO
TO THE EXTENT INDICATED IN THOSE PARTS WHICH INCORPORATED
------------------------------------------------ -------------------------
<S> <C>
Proxy Statement for the Annual Meeting of Shareholders to be
held on April 16, 1997 III
</TABLE>
<PAGE> 2

PART I

ITEM 1. BUSINESS OF FIRST OF AMERICA BANK CORPORATION

GENERAL

First of America Bank Corporation (herein after referred to as First of
America or the Registrant) is a multi-bank holding company headquartered in
Kalamazoo, Michigan. The Registrant was incorporated as a Michigan corporation
in May 1971. Its principal activity consists of owning and supervising four
affiliate financial institutions which operate general, commercial banking
businesses from 604 banking offices and facilities located in Michigan, Florida,
Illinois and Indiana. The Registrant also has divisions and non-banking
subsidiaries which provide mortgage, trust, data processing, pension consulting,
revolving credit, insurance, securities brokerage and investment advisory
services. At December 31, 1996, the Registrant had assets of $22.1 billion,
deposits of $17.6 billion and shareholders' equity of $1.8 billion.

The Registrant has responsibility for the overall conduct, direction and
performance of its affiliates. The Registrant establishes direction and policies
for the entire organization and monitors compliance with these policies. The
Registrant also provides capital funds to affiliates as required and assists
affiliates in asset and liability management, marketing, planning, accounting,
tax, internal audit, loan review, and human resource management for its 12,148
full time equivalent employees. The operational responsibilities of each
affiliate rest with its officers and directors. The Registrant derives its
income principally from dividends upstreamed from its subsidiaries.

SUBSIDIARY BANKS

As of December 31, 1996, the Registrant had two wholly owned subsidiaries,
First of America Bank-Michigan, N.A. and First of America Bank-Illinois, N.A.
which met the conditions for "significant subsidiary." First of America
Bank-Michigan, N.A., is a general commercial bank based in Grand Rapids,
Michigan, and at December 31, 1996, had $12.7 billion in assets and $10.5
billion in deposits. First of America Bank-Illinois, N.A., is a general
commercial bank based in Bannockburn, Illinois, and at December 31, 1996, had
$6.5 billion in assets and $5.3 billion in deposits. Similar to all of the
Registrant's banking and thrift subsidiaries, these subsidiaries 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.

No material part of the business of the Registrant and its subsidiaries is
dependent upon a single customer, or a very few customers, where the loss of any
one would have a materially adverse effect on the Registrant.

NON-BANKING SUBSIDIARIES

First of America Loan Services, Inc. is a wholly owned subsidiary of First
of America Bank -- Michigan, N.A.. First of America Loan Services, Inc. engages
in the servicing of both commercial and residential real estate loans for
institutional investors and certain affiliates of the Registrant and secondary
market sales.

First of America Mortgage Company is a wholly owned subsidiary of First of
America Bank -- Michigan, N.A. and provides mortgage loan origination services.

First of America Insurance Company is a wholly owned subsidiary of the
Registrant. The insurance company reinsures credit life and disability insurance
provided by an unaffiliated insurer for customers of the Registrant's
affiliates.

First of America Brokerage Service, Inc., is a wholly owned subsidiary of
First of America Bank -- Michigan, N.A. It is a registered broker-dealer and
provides retail securities brokerage services through a clearing broker to
customers of the Registrant's affiliate banks and others.

First of America Investment Corporation is a wholly owned subsidiary of
First of America Bank -- Michigan, N.A. First of America Investment Corporation
is a registered investment adviser which provides comprehensive investment
advisory services to the trust division of the Registrant and to individual and
institutional investors. It also serves as investment adviser for The Parkstone
Group of Funds, First of America's proprietary mutual funds.

2
<PAGE> 3

First of America Securities, Inc. is a wholly owned subsidiary of the
Registrant. It is a registered broker-dealer and engages in limited securities
underwriting and dealing as well as other capital market activities.

First of America Trust Company is a wholly owned subsidiary of the
Registrant. It provides trust services to customers of the Registrant's Illinois
affiliate.

New England Trust Company, based in Providence, Rhode Island, is a wholly
owned subsidiary of the Registrant and provides investment advisory services to
individual and institutional investors.

First of America Community Development Corporation is a wholly owned
subsidiary of the Registrant. It invests in qualifying businesses or housing
projects, as allowed by federal law, to address the needs of low to moderate
income neighborhoods.

First of America Insurance Group -- Michigan, Inc. is a wholly owned
subsidiary of First of America Bank -- Michigan, N.A. and First of America
Insurance Group -- Illinois, Inc. is a wholly owned subsidiary of First of
America Bank -- Illinois, N.A. These affiliates provide personal, commercial and
group insurance and employee benefit products.

COMPETITION

Banking and related financial services are highly competitive businesses and
have become increasingly so during the past few years. The banking subsidiaries
of the Registrant compete primarily with other banks and savings and loan
associations for loans, deposits and trust accounts. They are also faced with
increasing competition from other financial intermediaries including consumer
finance companies, leasing companies, credit unions, retailers and investment
banking firms.

Technological changes have resulted in computer and communication
applications intended to meet the needs of First of America's business and
consumer customers in a convenient, efficient and reliable manner. Affiliate
banks of the Registrant have 721 automated teller machines (ATM's) located on
bank premises to handle banking transactions 24 hours per day and on off-premise
sites located in high volume retail and service locations.

SUPERVISION AND REGULATION

The Registrant and its subsidiary banks and savings association are subject
to supervision, regulation and periodic examination by various federal and state
banking regulatory agencies, including, primarily, the Board of Governors of the
Federal Reserve Board (the "FRB"), the Office of the Comptroller of the Currency
(the "OCC"), the Federal Deposit Insurance Corporation (the "FDIC"), the Office
of Thrift Supervision (the "OTS") and the Indiana Department of Financial
Institutions.

The following is a summary of certain statutes and regulations affecting
First of America and its affiliate financial institutions. 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. As a bank holding company, First of America is
subject to regulation under the Bank Holding Company Act of 1956, as amended
(the "BHCA") and by the FRB. Among other things, the BHCA imposes requirements
for the maintenance of capital adequate to support a bank holding company's
operations. The BHCA also restricts the geographic and product range of bank
holding companies by circumscribing the types and locations of institutions bank
holding companies may own or acquire. The BHCA limits bank holding companies to
owning and managing banks or companies engaged in activities determined by the
FRB to be closely related to banking. The BHCA requires bank holding companies
to obtain the prior approval of the FRB before acquiring substantially all the
assets of any bank or bank holding company or direct or indirect ownership or
control of more than 5% of the voting shares of a bank or bank holding company.

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Act"), commencing on September 29, 1995, bank holding
companies are permitted to acquire banks located in any state regardless of the
state law in effect at the time. The Interstate Act also provides for the
nationwide interstate branching of banks. Under the Interstate Act, both
national and state-chartered banks will be permitted to merge across state lines
(thereby create interstate branches) commencing June 1, 1997. States are
permitted to "opt out" of

3
<PAGE> 4

the interstate branching authority by taking action prior to the commencement
date. States may also "opt in" early (i.e., prior to June 1, 1997) to the
interstate branching provisions. The States of Illinois, Indiana and Michigan
have each adopted legislation to opt in to the Interstate Act's provisions. The
Indiana and Michigan laws are currently effective and each is conditioned on the
existence of reciprocal legislation in the state of the bank wishing to
establish or acquire a branch in Indiana or Michigan. The Illinois legislation
takes effect on June 1, 1997.

SAVINGS AND LOAN HOLDING COMPANIES. Its acquisition and ownership of thrift
institutions subjects First of America to regulation as a savings and loan
holding company by the OTS. A savings and loan holding company that is also a
bank holding company may engage only in activities permissible for a bank
holding company, and may, in certain circumstances, be required to obtain
approval from the OTS, as well as the FRB, before acquiring new subsidiaries or
commencing new business activities. Further, a savings and loan holding
company's acquisitions of savings associations and other savings and loan
holding companies are subject to prior approval by the OTS comparable to the
extent to which bank holding company acquisitions of banks and other bank
holding companies are subject to the prior approval of the FRB.

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, including the payment of dividends
to the holding company by and transactions with affiliated savings associations,
if the OTS determines that 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.

BANKS. First of America's affiliate banks are subject to regulation,
supervision and periodic examination by the bank regulatory agency of the state
under the laws of which the affiliate bank is chartered or, in the case of
national banks, the OCC. Additionally, its two affiliate national banks are
members of the Federal Reserve System, and as such are subject to applicable
provisions of the Federal Reserve Act and regulations thereunder. These
regulations relate to reserves and other aspects of banking operations. First of
America's one affiliate state bank that is not a member of the Federal Reserve
System is subject to federal regulation, supervision and examination by the
FDIC. Applicable federal and state law govern, among other things, the scope of
First of America's affiliate banks' businesses, maintenance of adequate capital,
investments and loans they may make, transactions with affiliates (such as the
Registrant), their ability to pay dividends and activities with respect to
mergers and establishing branches.

SAVINGS ASSOCIATIONS. First of America Bank -- Florida, F.S.B. is a
federally chartered savings association subject to regulation, supervision and
regular examination by the OTS. Federal law governs, among other things, the
scope of the savings association's business, required reserves against deposits,
the investments and loans the savings association may make, and transactions
with the savings association's affiliates. Deposits held by such savings
associations are insured, to the extent permitted by law, by the FDIC.

DEPOSIT INSURANCE ASSESSMENTS AND OTHER FEDERAL REGULATION. Deposits held by
First of America's financial institutions are insured, to the extent permitted
by law, by the Bank Insurance Fund ("BlF") and the Savings Association Insurance
Fund (the "SAIF ') of the FDIC.

A majority of the deposits of the Registrant's three commercial bank
subsidiaries is insured by the BIF, with a portion of each of those banks'
deposits insured by the SAIF. All of the deposits of the Registrant's one
savings association subsidiary are insured by the SAIF. All of the Registrant's
affiliate depository institutions are therefore subject to deposit insurance
assessments. Pursuant to FDIClA, the FDIC is required to set deposit insurance
rates at a level that will maintain the BIF and SAIF reserve ratio at a mandated
level and has implemented a risk-based assessment scheme. Under this
arrangement, each depository institution is assigned to one of nine categories
(based upon three categories of capital adequacy and three categories of
perceived risk to the applicable insurance fund). On September 30,1996, the
federal Deposit Insurance Funds Act ("DIFA") was enacted. DIFA provided for a
one-time special assessment by the FDIC on SAIF-assessable deposits, which
raised the SAlFs reserve ratio to the designated level. This allowed the FDIC to
effectively equalize the formerly disparate deposit insurance assessment ratios
of the BIF and SAIF. As of January 1, 1996, the effective BIF and SAIF
assessment rates range from 0 basis points for well-capitalized institutions
displaying little risk, to 27 basis points for undercapitalized institutions
displaying high risk. Going forward, both BIF insured banks and SAIF insured
thrifts are also required to pay interest on Financing Corporation (FICO) bonds
issued in connection with the federal government's bail out of the thrift
industry.

4
<PAGE> 5

FIRREA provides for cross-guarantees of the liabilities of insured
depository institutions pursuant to which any insured bank or savings
association subsidiary of a holding company may be required to reimburse the
FDIC for any loss incurred or reasonably anticipated to be incurred by the FDIC
in connection with a default of any of such holding company's other insured
subsidiary banks or savings associations or from assistance provided to such
other subsidiaries in danger of default. This right of recovery by the FDIC
generally is superior to any claim of the shareholders of the depository
institution that is liable or any affiliate of such institution. The Federal
Deposit Insurance Act also requires receivers of failed depository institutions
to give priority to depositors over general creditors, subordinated creditors
and shareholders when distributing assets of a failed bank. This depositor
preference applies on a nationwide basis.

NON-BANKING SUBSIDIARIES. First of America has non-banking subsidiaries that
are broker-dealers, a securities underwriter and investment advisers, each
registered and subject to regulation by the Securities and Exchange Commission
under federal securities laws. These subsidiaries are also subject to regulation
under various state securities laws. Because they are affiliated with First of
America's subsidiary banks, these subsidiaries are subject to certain
limitations on their securities activities imposed by federal banking laws.
First of America also has non-banking subsidiaries that are insurance agencies
licensed and subject to regulation by state insurance regulatory agencies.

ECONOMIC CONDITIONS AND GOVERNMENTAL POLICY. First of America's earnings are
affected not only by the extensive regulation described above, but also by
general economic conditions. These economic conditions influence and are
influenced by the monetary and fiscal policies of the United States government
and its various agencies, particularly the FRB. The Registrant cannot predict
changes in monetary policies or their impact on its operations and earnings.

CAPITAL ADEQUACY. Reference is made to Note 15 of the Notes to Consolidated
Financial Statements included under "Item 8. Financial Statements and
Supplementary Data" included later in this document for a discussion of capital
adequacy matters.

STATISTICAL DATA

The statistical data as required is presented with "Item 7. Management's
Discussion and Analysis" and in certain of the Notes to Consolidated Financial
Statements and Supplemental Data included with "Item 8. Financial Statements and
Supplementary Data" appearing later in this document.

5
<PAGE> 6

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Registrant, their ages and their positions for
the last five years are shown in the following table. There are no family
relationships between the executive officers or between the executive officers
and the Registrant's directors.

<TABLE>
<CAPTION>
Name Age Position and Office
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard F. Chormann............ 59 Chairman, President and Chief Executive Officer of the
Registrant; previously President and Chief Operating Officer
of the Registrant since 1985.
Donald J. Kenney............... 49 Executive Vice President of the Registrant since January
1994; previously Senior Vice President -- Automation,
Operations, Retail Credit and Mortgage since 1994; President
and Chief Executive Officer of First of America's former
subsidiary, Champion Federal Savings and Loan Association in
Bloomington, Illinois during 1992 and 1993; Senior Vice
President -- Automation and Operations since 1988.
Thomas W. Lambert.............. 55 Executive Vice President and Chief Financial Officer of the
Registrant
John B. Rapp................... 60 Executive Vice President of the Registrant.
David B. Wirt.................. 57 Executive Vice President of the Registrant.
Lee J. Cieslak................. 57 Chairman and Chief Executive Officer, First of America Bank
-- Florida, FSB since April 1994; previously President and
Chief Executive Officer of the former First of America Bank
-- Metro Southwest, N.A. since 1989.
William R. Cole................ 58 Chairman and Chief Executive Officer, First of America Bank
-- Michigan, N.A. since 1990 and the former First of America
Bank -- West Michigan since 1991.
Robert K. Kinning.............. 61 Chairman and Chief Executive Officer, First of America Bank
-- Illinois, N.A. since October 1994; previously President
and Chief Executive Officer of the former First of America
Bank -- Central since 1986.
Malcolm C. Pownall............. 53 Chairman and Chief Executive Officer, First of America Bank
-- Indiana since October 1994; previously President of First
of America Bank -- Indiana since 1990.
Richard R. Spears.............. 48 President and Chief Operating Officer, First of America Bank
-- Michigan, N.A. since 1994; previously, President and
Chief Executive Officer of the former First of America Bank
-- Southeast Michigan, N.A. since 1991.
Richard V. Washburn............ 57 Senior Vice President and Secretary of the Registrant since
1996; previously Senior Vice President of the Registrant
since 1990.
- ---------------------------------------------------------------------------------------------------
</TABLE>

ITEM 2. PROPERTIES

The Registrant is headquartered in Kalamazoo, Michigan.

The Registrant's subsidiaries operate a total of 604 offices, a majority of
which are owned by the respective banks with the remaining offices under lease
agreements. Reference is made to Note 9 of the Notes to Consolidated Financial
Statements included under "Item 8. Financial Statements and Supplementary Data"
included later in this document for further information regarding the terms of
these leases. All of these offices are considered by management to be well
maintained and adequate for the purpose intended.

ITEM 3. LEGAL PROCEEDINGS

First of America and its subsidiaries are parties to routine litigation
arising in the normal course of their respective business. In the opinion of
management after consultation with counsel, liabilities arising from these
proceedings, if any, are not expected to be material to First of America's
financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
three months ended December 31, 1996.

6
<PAGE> 7

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

The Registrant's common stock is listed for trading on the New York Stock
Exchange (NYSE). The range of high and low sales prices appear under the caption
"Market Price of Common Stock" under Supplemental Information included with
"Item 8. Financial Statements and Supplementary Data" included later in this
document.

Common stock dividends, payable in cash, were declared on a quarterly basis
during 1996 and 1995. The dividends declared per common share totaled $1.82
during 1996 and $1.72 during 1995. Restrictions on the Registrant's ability to
pay dividends are described in Note 11 in the paragraph beginning "The various
loan agreements" and in Note 14 of the Registrant's "Notes to Consolidated
Financial Statements" included under "Item 8. Financial Statements and
Supplementary Data" included later in this document.

On February 12, 1996, the Registrant issued 92,053 shares of its common
stock, par value $10.00 per share, to shareholders of Huttenlochers Kerns
Norvell, Inc. in connection with the Registrant's acquisition of that company
pursuant to a statutory share exchange. The Registrant's common stock was issued
in the transaction without registration under the Securities Act of 1933 in
reliance on Regulation D and Rule 505 under the Securities Act.

The number of record holders of the Registrant's common stock as of December
31, 1996 was 30,200.

ITEM 6. SELECTED FINANCIAL DATA

Reference is made to the following information included in "Item 7.
Management's Discussion and Analysis -- Table II" under the caption "Selected
Financial Data": the line items "Interest income" through earnings per share,
"Cash dividends declared per common share," "Total assets" and "Long-term debt"
for the years 1992 through 1996.

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<PAGE> 8

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following financial review discusses the performance of First of
America, on a consolidated basis, for the three years ended December 31, 1996,
and should be read in conjunction with the consolidated financial statements and
notes thereto.

MERGERS AND ACQUISITIONS

Table I below and Note 2 of the Notes to Consolidated Financial Statements,
included later in this document, summarize First of America's business
combinations for the past three years.

BUSINESS COMBINATIONS TABLE I
($ in thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1996 1995 1994
- --------------------------------------------------------------------------------------------------------------
Assets Assets Assets
Affiliate Acquired Affiliate Acquired Affiliate Acquired
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Huttenlochers Kerns New England Trust Presidential Holding
Norvell, Inc.......... $3,994 Company............... $1,576 Corporation........... $ 256,352
------
Underwriting F & C Bancshares,
Consultants, Inc. .... 1,255 Inc. ................. 379,791
First Park Ridge
Corp. ................ 327,391
West Suburban Financial LGF Bancorp, Inc........ 412,336
Corporation........... 12
------
Goldome Federal
Branches(36).......... 376,858
----------
$3,994 $2,843 $1,752,728
- --------------------------------------------------------------------------------------------------------------
</TABLE>

On February 12, 1996, First of America acquired Huttenlochers Kerns Norvell,
Inc., an insurance agency located in southeast Michigan. This acquisition
provides further opportunity to enhance this revenue source which increased $3.5
million for 1996 over 1995.

1996 HIGHLIGHTS

Net income for 1996 was $256.9 million, up 8.5 percent compared with the
$236.7 million earned in 1995, and earnings per share were $4.16 versus $3.73.
The current year's results reflected the impact of the Federal Deposit Insurance
Corporation's one-time assessment fee of $14.0 million (net of tax), or $0.22
per share, to recapitalize the Savings Association Insurance Fund, gains from
branch sales of $17.0 million (net of tax), and one-time charges of $7.3 million
(net of tax) associated with severance and various write-downs. For 1995, the
results included restructuring charges of $8.6 million (net of tax) and gains
from branch office sales of $10.6 million (net of tax).

Return on average assets was 1.16 percent for 1996 compared with 1.00
percent for 1995 and 0.98 percent for 1994. Return on average equity was up for
the year-over-year comparison, 14.39 percent compared with 13.89 percent. Return
on average equity was 14.44 percent in 1994.

Asset quality improved from the solid levels reported in 1995 and 1994.
Nonperforming assets were 0.52 percent of total assets, lower than the 0.63
percent and 0.57 percent reported at year-end 1995 and 1994, respectively. Net
charge-offs as a percent of average loans for 1996 was 0.53 percent, higher than
the 0.47 percent and 0.39 percent, respectively, for 1995 and 1994. The increase
in the ratio from 1995 to 1996 was primarily due to a decreasing loan portfolio,
which resulted from a planned balance sheet restructuring; the increase from
1994 to 1995 was the result of the higher charge-offs experienced industry-wide
in consumer loan portfolios. The allowance for loan losses as a percent of total
loans did increase, however, to 1.68 percent at year-end 1996 compared with 1.50
percent at year-end 1995, as the provision for loan loss expense covered net
charge-offs by 114 percent and total loans were $1.0 billion lower. The
allowance as a percent of total loans was 1.36 percent at December 31, 1994.

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<PAGE> 9

Total assets were $22.1 billion at December 31, 1996, decreasing 6.5 percent
from the $23.6 billion reported at December 31, 1995, as a result of targeted
balance sheet restructuring efforts. Higher priced deposits and selected loan
portfolios with narrower net interest spreads were reduced and greater emphasis
was placed on loans and deposits meeting specific targeted returns. Total assets
were $24.6 billion at December 31, 1994. The 1994 to 1995 decrease can also be
attributed to the restructuring of the balance sheet and to the June 1995
securitization of $500 million in credit card receivables. Total loans decreased
6.4 percent due to pricing strategies implemented to improve the profitability
of the installment and residential mortgage portfolios. The commercial and
commercial mortgage portfolios, however, experienced moderate growth during
1996, up 3.8 percent from 1995.

Total shareholders' equity remained level with a year ago at $1.8 billion
even with the 3.6 million shares repurchased in 1996. Book value per share
increased to $29.83 at December 31, 1996 compared with $28.89 and $25.12 for
year-ends 1995 and 1994. Discussion of an additional repurchase program is
presented in the Capital Strength section later in this document. The total
risk-based capital ratio of 13.19 percent at year-end 1996 was the highest
reported by First of America since it began computing risk-based ratios in 1989.
The regulatory requirement for this ratio is 8 percent.

In August 1996, the Board of Directors increased the cash dividend per
common share by 6.8 percent to $1.88 annually. This increase indicated the
Board's continued confidence in First of America's profitability and represents
the fourteenth year in a row that the dividend was increased. One indicator of
the Registrant's continuing progress is that First of America's stock reached
its highest closing price ever, $60.75, on November 29, 1996, and closed at
$60.125 on December 31, 1996 up 35.5 percent from 1995.

In November 1996, several organizational changes were announced, to be
completed in 1997, which are designed to continue the Registrant's efforts
towards a delivery system that revolves around customers' needs and is organized
by business lines. The changes will further realign the company from a
geographic focus; devote more resources to sales incentives and sales training;
reduce costs for delivery of products and services; and improve prospects for
increased profitability. The financial impact of these changes was partially
recognized in the fourth quarter of 1996 as noted previously.

An additional change announced in November is the Registrant's planned
mid-1997 consolidation of its four affiliate banks into one operating unit as
permitted under legislation which provides for full interstate banking at that
time. This change will not take the company away from its community banking
roots, but rather will serve to strengthen its commitment to those communities.
For example, community and regional presidents will continue to be actively
involved in the communities they serve, but they will also have business line
responsibilities.

9
<PAGE> 10

SELECTED FINANCIAL DATA TABLE II
($ in thousands, except per share data)

<TABLE>
<CAPTION>
5 Year Year Ended December 31,
Compounded ----------------------------------------------------------------------------
Growth Rate 1996 1995 1994 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest income................. 1.6% $ 1,663,554 1,796,524 1,600,877 1,510,966 1,596,127 1,537,861
Interest expense................ (0.7) 761,066 872,528 662,142 608,949 721,300 786,910
----------- ---------- ---------- ---------- ---------- ----------
Net interest income............. 3.7 902,488 923,996 938,735 902,017 874,827 750,951
Provision for loan losses....... 5.6 93,456 91,488 86,571 84,714 78,809 71,030
Total non-interest income....... 14.8 419,314 346,100 284,373 292,184 261,316 209,900
Total non-interest expense...... 4.9 845,003 815,271 813,418 763,528 796,348 665,732
Applicable income tax expense... 14.4 126,457 126,629 102,616 98,574 91,506 64,625
Extraordinary item, net of
tax........................... n/a -- -- -- -- (21,956) --
- ---------------------------------------------------------------------------------------------------------------------------
Net income...................... 10.0% $ 256,886 236,708 220,503 247,385 147,524 159,464
- ---------------------------------------------------------------------------------------------------------------------------
Net income applicable to common
stock......................... 12.3% $ 256,886 236,708 220,503 241,232 135,015 144,028
- ---------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE OF COMMON
STOCK
Primary......................... 9.1% $ 4.16 3.73 3.69 4.20 2.46 2.69
Fully diluted................... 9.1 4.16 3.73 3.69 4.14 2.46 2.69
Average common shares
outstanding ("000")........... 2.9 61,755 63,501 59,812 57,417 54,842 53,536
Cash dividends declared per
common share.................. 8.0 $ 1.82 1.72 1.64 1.55 1.34 1.24
Primary book value per common
share......................... 7.7 29.83 28.89 25.12 25.60 22.12 20.58
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET SUMMARY
ASSETS:
Cash and due from banks......... 3.8% $ 1,205,962 1,207,062 1,060,788 903,517 918,960 1,000,578
Federal funds sold, resale
agreements and time
deposits...................... (8.5) 163,400 269,737 55,271 74,909 175,030 254,333
Securities:
Held to maturity.............. n/a -- -- 3,112,876 1,856,623 3,489,626 4,261,360
Available for sale............ n/a 4,562,381 5,060,746 2,587,626 3,261,481 -- --
Held for sale................. n/a -- -- -- -- 1,137,420 --
Loans -- net of unearned
income........................ 2.6 15,056,006 16,076,942 16,834,858 14,394,155 13,756,017 13,228,027
Allowance for loan losses....... 7.7 (252,846) (241,182) (228,115) (188,664) (176,793) (174,882)
Other assets.................... 8.1 1,327,276 1,226,790 1,145,398 928,450 846,507 900,552
- ---------------------------------------------------------------------------------------------------------------------------
Total assets.................... 2.5% $22,062,179 23,600,095 24,568,702 21,230,471 20,146,767 19,469,968
- ---------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND EQUITY:
Deposits........................ 0.2% $17,619,296 19,342,467 20,200,266 18,243,703 18,035,553 17,483,232
Short term borrowings........... 45.5 1,837,990 1,649,965 1,882,739 994,578 338,023 282,225
Long term debt.................. 14.9 521,124 490,315 681,236 254,193 254,051 260,398
Other liabilities............... 11.1 299,571 289,367 225,573 214,560 183,649 176,745
Total shareholders' equity...... 7.1 1,784,198 1,827,981 1,578,888 1,523,437 1,335,491 1,267,368
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and equity.... 2.5% $22,062,179 23,600,095 24,568,702 21,230,471 20,146,767 19,469,968
- ---------------------------------------------------------------------------------------------------------------------------
FINANCIAL RATIOS
Return on average total
equity........................ 14.39% 13.89 14.44 17.50 11.38 13.07
Return on average assets........ 1.16 1.00 0.98 1.20 0.75 0.95
Net interest margin (a)......... 4.53 4.28 4.58 4.86 4.98 5.07
Total shareholders' equity to
assets at year-end............ 8.09 7.75 6.43 7.18 6.63 6.51
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Fully taxable equivalent based on a marginal federal income tax rate of 35%
for 1996, 1995, 1994 and 1993, and 34% for prior years.

10
<PAGE> 11

INCOME ANALYSIS

NET INTEREST INCOME. Net interest income on a fully taxable equivalent (FTE)
basis was $920.0 million, down 2.1 percent from $940.0 million in 1995. The
higher net interest margin for 1996, 4.53 percent versus 4.28 percent, more than
offset a 7.5 percent decrease in average earning assets. First of America
completed the securitization of $500 million in credit card receivables during
mid-year 1995, shifting revenue from interest income to non-interest fee
revenue. If 1995 net interest income was restated for the impact of the
securitization, 1996's net interest income would have been level with last
year's. For 1995 compared with 1994, net interest income FTE decreased 2.0
percent primarily due to the impact of the credit card securitization.

Table III presents a summary of the changes in net interest income resulting
from changes in volumes and rates for 1996 and 1995. Net interest income,
average balance sheet amounts, and the corresponding yields and costs for the
years 1992 through 1996 are shown in Table IV.

Total interest income FTE declined 7.3 percent in 1996. As illustrated in
Table III, the decrease resulted mainly from a lower volume of earning assets.
On the other hand, interest expense was down 12.8 percent as a result of lower
rates on interest-bearing liabilities and a $1.7 billion decrease in average
interest bearing liabilities. The combination of these changes resulted in the
2.1 percent decrease in net interest income FTE.

VOLUME/RATE ANALYSIS TABLE III
($ in thousands)

<TABLE>
<CAPTION>
1996 Change From 1995 Due To 1995 Change From 1994 Due To
- -----------------------------------------------------------------------------------------------------------
Volume Rate Total Volume Rate Total
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME:
Loans (FTE)......................... $ (95,181) (13,930) (109,111) 119,442 77,146 196,588
Taxable securities.................. (43,999) 11,697 (32,302) (12,571) 13,618 1,047
Tax exempt securities (FTE)......... 5,999 (591) 5,408 (7,188) 750 (6,438)
Money market investments............ 3,591 947 4,538 1,482 2,021 3,503
- -----------------------------------------------------------------------------------------------------------
Total interest income (FTE)......... $(129,590) (1,877) (131,467) 101,165 93,535 194,700
- -----------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Interest bearing deposits........... $ (55,743) (23,423) (79,166) 16,197 141,030 157,227
Short term borrowings............... (11,837) (8,859) (20,696) 16,754 23,541 40,295
Long term debt...................... (13,408) 1,808 (11,600) 9,717 3,148 12,865
- -----------------------------------------------------------------------------------------------------------
Total interest expense.............. $ (80,988) (30,474) (111,462) 42,668 167,719 210,387
- -----------------------------------------------------------------------------------------------------------
Change in net interest income....... $ (48,602) 28,597 (20,005) 58,497 (74,184) (15,687)
- -----------------------------------------------------------------------------------------------------------
</TABLE>

* Any variance attributable jointly to volume and rate changes is allocated to
volume and rate in proportion to the relationship of the absolute dollar amount
of the change in each. Non-taxable income has been adjusted to a fully taxable
equivalent basis.

11
<PAGE> 12

- --------------------------------------------------------------------------------
AVERAGE BALANCES/NET INTEREST INCOME/AVERAGE RATES TABLE IV
($ in thousands)
<TABLE>
<CAPTION>
Year Ended December 31, 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
Average Average
Interest Rate Interest Rate Interest
Average Income/ Earned/ Average Income/ Earned/ Average Income/
Balance Expense Paid Balance Expense Paid Balance Expense
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Money market investments........ $ 168,182 10,390 6.18% $ 108,480 5,852 5.39% $ 72,736 2,349
Investment securities:
U.S. Treasury, federal agencies
and other...................... 4,387,256 271,843 6.20 5,103,380 304,145 5.96 5,319,354 303,098
State and municipal
securities(1).................. 294,728 24,266 8.23 222,055 18,858 8.49 306,946 25,296
Total loans(1)(2)............... 15,463,335 1,374,598 8.89 16,532,752 1,483,709 8.97 15,172,618 1,287,121
----------- --------- ----------- --------- ----------- ---------
Total earnings assets/total
interest income (1)............ 20,313,501 1,681,097 8.28 21,966,667 1,812,564 8.25 20,871,654 1,617,864
----------- --------- ----------- --------- ----------- ---------
Less allowance for loan
losses......................... 249,833 234,933 206,703
Cash and due from banks......... 932,239 919,598 892,959
Other assets.................... 1,198,433 1,100,940 992,857
- ---------------------------------------------------------------------------------------------------------------------------------
Total........................... $22,194,340 $23,752,272 $22,550,767
- ---------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND EQUITY:
Deposits:
Savings and NOW accounts(3)..... $ 3,843,700 80,490 2.09% 3,444,077 59,342 1.72% $ 3,948,604 59,476
Money market savings
accounts(3).................... 3,898,886 142,811 3.66 4,254,533 166,906 3.92 3,551,445 110,220
Time deposits................... 7,739,404 422,694 5.46 9,105,938 498,913 5.48 8,849,576 398,239
----------- --------- ----------- --------- ----------- ---------
Total interest-bearing
deposits....................... 15,481,990 645,995 4.17 16,804,548 725,161 4.32 16,349,625 567,935
Short term borrowings........... 1,443,047 79,988 5.54 1,647,634 100,684 6.11 1,325,584 60,389
Long term debt.................. 445,329 35,083 7.87 616,357 46,683 7.57 485,494 33,818
----------- --------- ----------- --------- ----------- ---------
Total interest-bearing liabili-
ties/total interest expense.... 17,370,366 761,066 4.38 19,068,539 872,528 4.58 18,160,703 662,142
----------- --------- ----------- --------- ----------- ---------
Demand deposits................. 2,790,118 2,710,566 2,665,183
Other liabilities............... 248,448 269,073 197,330
Non-redeemable
preferred/preference stock..... -- -- --
Common shareholders' equity..... 1,785,408 1,704,094 1,527,551
- ---------------------------------------------------------------------------------------------------------------------------------
Total........................... $22,194,340 $23,752,272 $22,550,767
- ---------------------------------------------------------------------------------------------------------------------------------
Interest income/earning
assets......................... 8.28% 8.25%
Interest expense/earning
assets......................... 3.75 3.97
- ---------------------------------------------------------------------------------------------------------------------------------
Net interest margin/earning
assets......................... 4.53% 4.28%
- ---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Year Ended December 31, 1994 1993 1992
- ---------------------------------------------------------------------------------------------------------------------------------
Average Average Average
Rate Interest Rate Interest Rate
Earned/ Average Income/ Earned/ Average Income/ Earned/
Paid Balance Expense Paid Balance Expense Paid
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Money market investments........ 3.23% $ 93,662 2,854 3.05% $ 233,757 9,090 3.89%
Investment securities:
U.S. Treasury, federal agencies
and other...................... 5.70 4,537,814 262,871 5.79 3,898,195 274,048 7.03
State and municipal
securities(1).................. 8.24 530,407 42,605 8.03 493,785 46,369 9.39
Total loans(1)(2)............... 8.48 13,875,584 1,225,736 8.83 13,435,991 1,291,724 9.61
----------- --------- ----------- ---------
Total earnings assets/total
interest income (1)............ 7.75 19,037,467 1,534,066 8.06 18,061,728 1,621,231 8.98
----------- --------- ----------- ---------
Less allowance for loan
losses......................... 182,594 176,595
Cash and due from banks......... 839,506 818,279
Other assets.................... 850,783 870,879
- ---------------------------------------------------------------------------------------------------------------------------------
Total........................... $20,545,162 $19,574,291
- ---------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND EQUITY:
Deposits:
Savings and NOW accounts(3)..... 1.51% $ 3,980,815 82,664 2.08% $ 2,820,091 86,568 3.07%
Money market savings
accounts(3).................... 3.10 3,009,796 78,738 2.62 3,972,004 128,820 3.24
Time deposits................... 4.50 8,638,044 409,097 4.74 8,520,485 476,215 5.59
----------- --------- ----------- ---------
Total interest-bearing
deposits....................... 3.47 15,628,655 570,499 3.65 15,312,580 691,603 4.52
Short term borrowings........... 4.56 575,074 18,546 3.22 216,352 8,104 3.75
Long term debt.................. 6.97 272,297 19,904 7.31 248,032 21,593 8.71
----------- --------- ----------- ---------
Total interest-bearing liabili-
ties/total interest expense.... 3.65 16,476,026 608,949 3.70 15,776,964 721,300 4.57
----------- --------- ----------- ---------
Demand deposits................. 2,463,534 2,301,768
Other liabilities............... 191,922 198,633
Non-redeemable
preferred/preference stock..... 74,586 140,952
Common shareholders' equity..... 1,339,094 1,155,974
- ---------------------------------------------------------------------------------------------------------------------------------
Total........................... $20,545,162 $19,574,291
- ---------------------------------------------------------------------------------------------------------------------------------
Interest income/earning
assets......................... 7.75% 8.06% 8.98%
Interest expense/earning
assets......................... 3.17 3.20 4.00
- ---------------------------------------------------------------------------------------------------------------------------------
Net interest margin/earning
assets......................... 4.58% 4.86% 4.98%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Interest income on obligations of states and political subdivisions and on
tax exempt commercial loans has been adjusted to a fully taxable equivalent
basis using a marginal federal tax rate of 35% for 1996, 1995, 1994 and 1993,
and 34% for 1992.

(2) Non-accrual loans are included in average loan balances.

(3) In 1996, 1995, 1994 and 1993, money market checking accounts are included in
"Savings and NOW accounts"; in 1992, they are included in "Money market savings
accounts."

12
<PAGE> 13

NET INTEREST MARGIN. The net interest margin was 4.53 percent in 1996,
higher than the 4.28 percent reported in 1995, as a result of pricing strategies
implemented to improve the interest spread of certain loan products to achieve
the corporation's targeted return on equity and on improving the mix within
deposits and borrowings. The balance sheet restructuring completed in 1996
helped increase the net interest margin as less profitable earning assets and
deposits were sharply reduced, and targeted, more profitable loan portfolios and
deposit products increased. Especially affected were investments, which declined
by 9.9 percent and certificates of deposits, which were lower by 20.6 percent.

The net interest margin improved steadily throughout 1996, reaching 4.64
percent in the fourth quarter as a result of the actions taken. If 1995's net
interest margin was adjusted for the impact of the June 1995 credit card
securitization, the increase year over year would have been 32 basis points, as
the credit card securitization shifted interest income to non-interest income.

PROVISION FOR LOAN LOSSES. The provision for loan losses is based on the
current level of net charge-offs and management's assessment of the credit risk
inherent in the loan portfolio. For 1996, the provision for loan losses was
increased 2.2 percent to $93.5 million from $91.5 million in 1995 to adequately
cover net charge-offs and the higher risk of loss being experienced in the
credit card and installment loan portfolios. The 1994 provision was $86.6
million. The 114 percent coverage of net charge-offs by the provision for loan
losses, the decrease in the loan portfolio due to the balance sheet
restructuring, and the 1995 securitization of $500 million in credit card
receivables contributed to the higher allowance as a percent of total loans
ratio which was 1.68 percent, up from 1.50 percent at December 31, 1995 and 1.36
percent at December 31, 1994.

As a percent of average assets, the 1996 provision was 0.42 percent compared
with the 0.39 percent and 0.38 percent reported for 1995 and 1994, respectively.
Additional information on the provision for loan losses, net charge-offs and
nonperforming assets is provided in Tables IX and XI under the caption,"Credit
Risk Profile," presented later in this discussion.

NON-INTEREST REVENUE. Non-interest revenue of $419.3 million was up 21.2
percent over 1995. Excluding branch sale gains from both 1996 and 1995, total
non-interest revenue would have increased 18.1 percent over 1995. Non-interest
revenue totaled $346.1 million in 1995 and $284.4 million in 1994. Branch sale
gains of $16.3 million and $17.6 million in net servicing fees from the credit
card securitization were the primary reasons for the higher level of
non-interest revenue in 1995 compared with 1994. Table V presents the trends in
the major components of non-interest revenue from 1992 to 1996.

13
<PAGE> 14

NON-INTEREST REVENUE AND NON-INTEREST EXPENSE TABLE V
($ in thousands)

<TABLE>
<CAPTION>
Change
1996/1995
- ----------------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 Amount Percent
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NON-INTEREST REVENUE
Service charges on deposits..................... $112,516 100,281 89,164 84,648 79,522 12,235 12.2%
Trust and financial services revenue............ 114,024 94,179 81,717 77,290 68,850 19,845 21.1
Investment securities transaction............... (515) 62 5,349 16,753 14,993 (577) nm
Other operating revenue......................... 193,289 151,578 108,143 113,493 97,951 41,711 27.5
- ----------------------------------------------------------------------------------------------------------------------
Total non-interest revenue...................... $419,314 346,100 284,373 292,184 261,316 73,214 21.2
- ----------------------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSE
Personnel....................................... $454,170 430,977 430,563 403,119 410,854 23,193 5.4%
Occupancy, net.................................. 64,871 64,108 60,471 55,093 57,286 763 1.2
Equipment....................................... 58,462 59,322 56,111 53,376 63,134 (860) (1.4)
Data processing................................. 19,182 18,825 17,524 14,963 10,380 357 1.9
Amortization of intangibles..................... 23,355 21,146 16,577 8,902 38,336 2,209 10.4
FDIC premiums................................... 28,685 28,373 42,055 39,680 38,711 312 1.1
Other operating expense......................... 196,278 192,520 190,117 188,395 177,647 3,758 2.0
- ----------------------------------------------------------------------------------------------------------------------
Total non-interest expense...................... $845,003 815,271 813,418 763,528 796,348 29,732 3.6
- ----------------------------------------------------------------------------------------------------------------------
Non-interest revenue as a percent of
average assets................................ 1.89% 1.46 1.26 1.42 1.33
Non-interest expense as a percent of
average assets................................ 3.81 3.43 3.61 3.72 4.07
Burden ratio.................................... 1.92 1.97 2.35 2.30 2.74
Efficiency ratio................................ 63.09 63.39 65.59 62.72 68.58
Efficiency ratio, excluding FDIC premiums....... 60.95 61.18 62.20 59.46 65.24
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Service charges on deposit accounts remained a significant component of
non-interest revenue in 1996. New fee structures and a slightly higher volume of
non-interest transaction deposits accounted for the 12.2 percent increase over
1995.

In total, trust and financial services revenue was the largest component of
non-interest revenue for 1996, increasing 21.1 percent over a year ago.
Traditional trust fees increased 6.5 percent as assets under management
increased 28.8 percent. Other financial services fees, generated by cash
management, investment management, brokerage, securities trading and
underwriting along with insurance services, increased 55.5 percent, benefiting
from the sales and services strategies implemented in partnership with the
branch employees. Total revenue from the sale of Parkstone and other mutual
funds and annuities was $14.0 million compared with $9.6 million in 1995.
Insurance revenue for 1996 was $5.1 million compared to $1.6 million in 1995
reflecting the Registrant's expanding commitment to this product line.

Net losses on the sales of investment securities totaled $0.5 million
compared with gains of $0.1 million in 1995 and $5.3 million in 1994. During
December 1995, First of America transferred all of its Held to Maturity
securities into the Available for Sale classification. More detail on that
reclassification is provided in Note 4 of the Notes to Consolidated Financial
Statements included later in this document. At December 31, 1996, the amortized
cost of Available for Sale securities totaled $4.5 billion and had a
corresponding market value of $4.6 billion compared to $5.0 billion and $5.1
billion, respectively, for 1995. The changes in the relative market value of
Available for Sale Securities resulted in an adjustment which decreased
shareholders' equity $17.5 million for 1996.

Bank card revenue totaled $73.9 million, up 22.4 percent over the $60.4
million earned in 1995. The 1995 total included $17.6 million in net fees from
the June 1995 credit card securitization while 1996 included $39.3 million of
securitization fees. Annualizing these 1995 net fees, bank card revenue would
have decreased in 1996 due to higher net charge-offs in the securitized
portfolio. The securitization shifted revenue from interest income to fee
revenue

14
<PAGE> 15

but had minimal impact on net income; its benefit was that the funds it provided
allowed the company to reduce short-term borrowings, effectively lowering
interest expense. Bank card revenue totaled $43.2 million in 1994. The managed
credit card portfolio, which includes the $843 million in receivables remaining
on the balance sheet and the securitized receivables, was $1.3 billion at
December 31, 1996, level with a year ago.

Mortgage banking revenue of $28.5 million decreased 9.5 percent from the
$31.5 million for 1995. The main reasons for the decrease were a $1.1 million
increase in amortization of originated mortgage servicing rights and a $1.3
million decrease in mortgage appraisal revenue.

Other operating revenue increased 52.4 percent over 1995. The largest
component of this category, gains on branch sales, was $29.7 million for 1996
compared to $16.3 million for 1995. The review of branch offices to determine
their fit with the company's strategies is an ongoing activity which was
intensified during the internal restructuring effort. Also included in this
total were nonaffiliate corporate services at $15.1 million, up 42.1 percent;
letter of credit fees at $6.4 million, up 93.8 percent; and the increase in cash
surrender value of life insurance at $9.2 million.

NON-INTEREST EXPENSE. As detailed in Table V, non-interest expense was
$845.0 million, up 3.6 percent from 1995. Non-interest expense for 1996 included
$22.0 million for the FDIC one-time assessment and $11.5 million for severance
and writedowns. If one-time charges are excluded from both years (1995 expense
included $13.2 million of restructuring charges) 1996 non-interest expense would
have increased only 1.2 percent over 1995. Non-interest expense was 3.43 percent
of average assets for 1995 and 3.61 percent for 1994.

Total personnel cost was $454.2 million in 1996 compared with $431.0 million
in 1995 and $430.6 million in 1994. Excluding severance charges, personnel cost
increased 6.6 percent as higher incentives for improved sales performance more
than offset the reduction in total personnel. Total full time equivalent
employees (FTEs) were 12,148 at December 31, 1996, and included 200 employees
who received notification that their positions were being eliminated as part of
the company's ongoing restructuring process. In addition, approximately 400
employees are expected to be notified by the end of the first quarter of 1997.
Total FTEs were 12,690 at December 31, 1995 and 14,500 in August 1994 when the
restructuring efforts began.

Two ratios which measure internal efficiencies are the number of FTEs per
one million dollars of average assets and net income per FTE. For 1996, there
were 0.56 FTEs per one million dollars of average assets compared with 0.53 a
year ago, and $21,146 of net income per FTE versus $18,653 a year ago. These
ratios were 0.56 and $16,570 for 1994.

Net occupancy and equipment costs were $123.3 million for 1996 and remained
level with 1995. Other operating expense, which includes all the other costs of
doing business such as advertising, supplies, travel, telephone, professional
fees and outside services purchased, was $196.3 million in 1996, up 2.0 percent
from 1995's total of $192.5 million. As a percent of average assets, other
operating expense was 0.88 percent compared with 0.81 percent in 1995 and 0.84
percent in 1994. The 1996 ratio increased as a combined result of the increase
in other operating expense and the decrease in average assets during 1996.

EFFICIENCY RATIO AND BURDEN RATIO. The efficiency ratio measures
non-interest expense as a percent of the sum of net interest income FTE and
non-interest income. The lower the ratio, the more efficiently a company's
resources produce revenue. Table V presents the efficiency ratio over the last
five years. In 1996, the efficiency ratio was 63.09 percent down slightly
compared with 63.39 percent a year ago.

The burden ratio measures the relationship of non-interest income and
expense to average assets. The burden ratio has improved over the five year
period presented in Table V. The five basis point improvement in the 1996 burden
ratio compared with 1995 was a result of non-interest income increasing at a
faster rate than non-interest expense.

INCOME TAX EXPENSE. Income tax expense was $126.5 million in 1996 compared
with $126.6 million in 1995 and $102.6 million in 1994. A summary of significant
tax components is provided in Note 18 of the Notes to Consolidated Financial
Statements included later in this document.

15
<PAGE> 16

PRO FORMA RESULTS -- CASH EARNINGS
The calculation of "cash earnings" provides an alternative analysis of
First of America's results. "Cash earnings" adds back the amortization of
intangibles and assumes that all intangibles were charged off against retained
earnings upon the original acquisition date of all mergers accounted for as
purchases. These pro forma results, as detailed below, indicate that First of
America's underlying return on equity for the last three years would have been
within the 17 to 18 percent range. Also earnings per share and return on assets
would have been higher than reported. The book value per share, while lower than
the reported $29.83 for year-end 1996, would be the equivalent of a reported
tangible book value per share. In fact, the tier I leverage ratio, the strictest
regulatory capital ratio, remains unchanged under these assumptions since it
already excludes intangibles from its computation.

<TABLE>
<CAPTION>
($ in thousands) 1996 1995 1994
<S> <C> <C> <C>
Net income.................................................. $276,762 255,131 235,093
Earnings per share.......................................... 4.48 4.02 3.93
Book value per share (year end)............................. 26.46 25.30 21.10
Return on average assets.................................... 1.26% 1.09 1.05
Return on total equity...................................... 17.65 17.43 17.77
Efficiency ratio............................................ 61.35 61.75 64.26
Tier one leverage ratio..................................... 7.15 6.70 5.81
</TABLE>

16
<PAGE> 17

LINE OF BUSINESS FINANCIAL PERFORMANCE TABLE VI
($ in thousands)

<TABLE>
<CAPTION>
Trust & Corporate
For The Year Ended Community Bank Mortgage Financial Investments Consolidated
December 31, 1996 Banking Card Lending Services & Funding Results
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
Net interest income (FTE)......... $765,817 82,041 65,436 6,720 22 920,036
Provision for loan losses......... 47,279 45,927 250 -- -- 93,456
Non-interest revenue.............. 160,350 75,885 29,048 114,169 8,808 388,260
Non-interest expense.............. 579,079 59,641 49,354 83,133 19,394 790,601
Corporate support................. 14,562 1,500 1,241 2,091 (19,394) --
Income tax expense (FTE).......... 97,394 17,365 14,900 12,177 3,016 144,852
----------------------------------------------------------------------
Income before goodwill and
one-time gains and charges...... $187,853 33,493 28,739 23,488 5,814 279,387
-------------------------------------------------------
Gains from branch sales; severance
and other one time charges (net
of tax)......................... (4,206)
Goodwill (net of tax)............. (18,295)
--------
Net income........................ $256,886
- ----------------------------------------------------------------------------------------------------------
PERFORMANCE RATIOS
Profit margin (pre-tax)........... 30.80% 32.20 46.19 29.50 -- 29.93
Efficiency ratio.................. 64.10 38.71 53.55 70.50 -- 63.09
Return on equity.................. 15.17 28.58 13.65 33.59 -- 14.39
- ----------------------------------------------------------------------------------------------------------
For the Year Ended
December 31, 1995
- ----------------------------------------------------------------------------------------------------------
INCOME STATEMENT
Net interest income (FTE)......... $791,534 98,345 62,795 5,120 (17,602) 940,192
Provision for loan losses......... 43,460 48,748 (261) -- (459) 91,488
Non-interest revenue.............. 140,210 61,862 32,370 94,625 749 329,816
Non-interest expense.............. 585,395 58,379 54,005 66,955 16,165 780,899
Corporate support................. 12,374 1,234 1,142 1,415 (16,165) --
Income tax expense (FTE).......... 105,526 18,833 14,631 11,396 (5,955) 144,431
- ----------------------------------------------------------------------------------------------------------
Income before goodwill and
one-time gains and charges...... $184,989 33,013 25,648 19,979 (10,439) 253,190
-------------------------------------------------------
Gains from branch sales; severance
and other one-time charges (net
of tax)......................... 1,965
Goodwill (net of tax)............. (18,447)
--------
Net income........................ $236,708
- ----------------------------------------------------------------------------------------------------------
PERFORMANCE RATIOS
Profit margin (pre-tax)........... 31.18% 32.36 42.33 31.46 -- 29.50
Efficiency ratio.................. 64.16 37.21 57.95 68.54 -- 63.39
Return on equity.................. 14.53 29.06 10.38 41.79 -- 13.89
- ----------------------------------------------------------------------------------------------------------
</TABLE>

17
<PAGE> 18

LINE OF BUSINESS ANALYSIS

An objective of First of America's recent restructuring effort was to define
specific lines of business which would cross legal entity lines and focus its
management and information systems accordingly. As a result, First of America
currently measures the individual performance of four business lines --
community banking, bank card, mortgage lending and trust and financial services
- -- as well as the performance of certain product lines within those businesses.
A fifth category, corporate investments and funding, includes activities that
are not directly attributable to one of the four major lines of business.

In developing the management accounting system for line of business
reporting, certain assumptions and allocations were necessary. Equity was
allocated on the basis of required regulatory levels, inherent operational risk
or market-determined factors as evidenced by similar independent single business
line companies. Support services which were centrally provided were allocated on
a per-unit cost basis or in proportion to the balances of assets and liabilities
associated with a particular business line. Funds transfer pricing was used to
allocate a cost of funds used or a credit for funds provided from
market-determined indices. Because of the assumptions and allocations utilized,
the financial results of the individual business lines might vary from the
actual results if those lines were in fact separate operating entities. Table VI
presents summarized income statements and performance ratios for 1996 and 1995
for the four business lines identified above. The results for 1995 have been
restated utilizing the revised methodology developed in 1996.

COMMUNITY BANKING. The community banking business line is responsible for
gathering and managing deposits, lending to commercial and consumer installment
customers, and managing the four state branch networks for the delivery of First
of America's products and services. It also provides customers with home equity
and student loans, international banking services and other general banking
services, such as ATM operations and safety deposit boxes.

Community banking is the core of First of America's business activities, and
its contribution to the consolidated net income is the largest of the business
lines. This business line reported income before goodwill and one-time charges
of $187.9 million for 1996 compared to $185.0 million for 1995. Return on equity
increased to 15.17 percent in 1996 from 14.53 percent in 1995. Investment in
Florida's physical franchise, advertising and other developmental activities
affected community banking's 1995 results; however, progress continues to be
made on re-mixing the Florida franchise's customer base, changing its product
offerings, and updating its delivery systems.

BANK CARD. Bank card is responsible for managing and servicing First of
America's $1.5 billion managed portfolio of both credit card and other revolving
loans, as well as the merchant services operation. In addition to the managed
portfolio of VISA/Mastercard credit cards, bank card manages affinity cards for
33 groups and offers a FirstAir card. The revolving portfolio remained
relatively level with 1995 as national promotions were not emphasized during
1996. In 1997, promotional emphasis will continue to target regional markets.

This business line continues to be a strong performer as net income for 1996
was $33.5 million and $33.0 million for 1995. The efficiency ratio was 38.71
percent and the return on allocated equity was 28.58 percent for 1996 compared
to 37.21 percent and 29.06 percent, respectively, for 1995. Credit quality
improved from 1995 and is reflected in the provision for loan losses of $45.9
million for 1996, down from $48.7 million reported last year.

MORTGAGE LENDING. Mortgage lending originates all residential mortgages
across First of America's four community banking states and in stand alone
origination offices in Arizona and North Carolina. The loans are originated both
for portfolio retention and sale to the secondary market. Mortgage lending also
provides servicing for First of America's entire portfolio and a $3.6 billion
portfolio for external investors. Since mortgage lending is responsible for
originating, servicing and managing First of America's residential loan
portfolio, the portfolio's interest income and related funds transfer charge are
included in mortgage lending's net income.

Mortgage lending earned the lowest return on equity of the four business
lines in 1996 and 1995. Its results can fluctuate substantially from period to
period since origination activity is rate-sensitive, and gains on loan sales
vary directly with the volume of originations. During the year, $1.2 billion of
mortgages were sold into the secondary market resulting in gains on the sale of
mortgages of $20.2 million compared with $18.2 million in 1995. Mortgage
lending's net income for 1996 was $28.7 million compared with $25.6 million in
1995.

18
<PAGE> 19

TRUST AND FINANCIAL SERVICES. Trust and financial services provides
traditional trust services to individuals and institutions, as well as
investment management,brokerage as well as trading and underwriting services. It
also manages First of America's proprietary mutual funds, The Parkstone Group of
Funds, along with insurance services and annuity products.

This business line earned the highest return on allocated equity at 33.59
percent for 1996, down from 41.79 percent for 1995. The nature of its business
activity -- fee generating and personnel intensive -- will generally result in
comparatively higher returns on equity and higher efficiency ratios. Net income
was $23.5 million for 1996, up from $20.0 million for 1995, primarily from
increased customer investment activity and the steadily increasing market value
of its managed assets upon which fees are assessed. Its managed assets totaled
$20.1 billion at year-end 1996 and $15.6 billion at year-end 1995.

The business line's efficiency ratio was 70.50 percent in 1996 and 68.54
percent in 1995. Revenue growth in 1996 has largely been in lower profit margin
products such as brokerage services and mutual fund sales while the increase in
non-interest expense was primarily due to higher incentive compensation and the
costs added by insurance agency acquisitions.

CORPORATE INVESTMENTS AND FUNDING. The corporate investments and funding
category includes activities relating to the management of the corporation's
liquidity needs. This includes the management of the corporation's investment
securities and borrowing portfolios, the net effect of funds transfer pricing,
eliminations of intercompany transactions, and long term benefits funding. The
$16.3 million change in income before goodwill and one-time items was mainly due
to a $9.2 million increase in the cash surrender value of life insurance for
1996 and the net effect of funds transfer pricing and intercompany eliminations.
Non-interest expense for the corporate support function was allocated from this
area to the four primary lines of business based on direct expenses.

CREDIT RISK PROFILE

First of America's community banking structure helps minimize its credit
risk exposure. Community banking means that loans are made in local markets to
consumers and small to mid-sized businesses from deposits gathered in the same
market. A centralized, independent loan review staff evaluates the loan
portfolio of each line of business on a regular basis and shares its evaluation
with the management of the business line as well as corporate management.

First of America's loan portfolio includes a large percentage of loans with
balances less than $100,000, which effectively reduces total portfolio risk. At
year-end 1996, consumer installment and revolving loans totaled 25.1 percent of
the total portfolio, one-to-four family residential mortgages and home equity
loans accounted for 30.8 percent, commercial loans totaled 18.1 percent, and
commercial mortgages totaled 26.0 percent. First of America does not have any
concentrations of credit risk to any specific borrower or within any geographic
area. The total loan portfolio, as presented in Table VII, was $15.1 billion at
year-end 1996, down 6.4 percent from $16.1 billion a year ago.

19
<PAGE> 20

COMPONENTS OF THE LOAN PORTFOLIO TABLE VII
($ in thousands)

<TABLE>
<CAPTION>
December 31, 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Consumer.................................. $ 3,774,803 4,504,255 5,799,025 5,062,173 4,288,431
Commercial, financial and agricultural.... 2,722,676 2,589,038 2,344,969 2,148,663 2,170,715
Real estate -- construction............... 597,726 514,612 438,067 252,839 300,954
Real estate -- mortgage................... 7,960,801 8,469,037 8,252,797 6,930,480 6,995,917
- -----------------------------------------------------------------------------------------------------------------
Total loans............................... $15,056,006 16,076,942 16,834,858 14,394,155 13,756,017
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

CONSUMER LOANS. First of America's consumer loan portfolio, which includes
indirect and direct installment loans, credit cards and other revolving loans,
declined 16.2 percent from 1995's level. The managed credit card portfolio at
$1.3 billion remained level with 1995. First of America offers its credit card
products in all fifty states; the largest portion of the portfolio, 58.6
percent, was to customers in its four operating states. As a percent of average
loans, the net charge-offs for the managed portfolio were 4.31 percent in 1996
compared with 3.23 percent in 1995.

The consumer installment portfolio was $2.8 billion at December 31, 1996,
down 21.5 percent from the previous year due to the combination of intense
competition within the industry and First of America's more stringent pricing
policies. First of America's consumer installment loans originate primarily from
its four state operating area. Net charge-offs as a percent of average consumer
installment loans were 1.12 percent in 1996 and 0.91 percent in 1995. Management
decreased the provision in 1996 due to the improved loan quality being observed
within the portfolio.

RESIDENTIAL MORTGAGE LOANS. At December 31, 1996, residential mortgage loans
totaled $4.6 billion compared with $5.2 billion at year-end 1995. Originations
of residential mortgage loans during 1996 were $1.5 billion compared with $1.6
billion in 1995. The average loan size in the balance sheet portfolio was
$58,400 and the loans in portfolio were originated within First of America's
four operating states as well as stand alone origination offices in other
states. First of America's portfolio continued to have excellent credit quality
measurements. Net charge-offs as a percent of average residential mortgage loans
were 0.02 percent in 1996 and 0.01 percent in 1995.

At December 31, 1996, residential mortgage loans held for sale totaled
$108.4 million with a market value of $110.0 million. These residential
mortgages are closed and therefore included in outstandings on the balance
sheet. In addition, First of America has entered into commitments to originate
residential mortgage loans, at prevailing market rates, totaling $64.9 million.
Mandatory commitments to deliver mortgage loans to investors, at prevailing
market rates, totaled $109.3 million as of December 31, 1996.

COMMERCIAL AND COMMERCIAL MORTGAGE LOANS. First of America's commercial and
commercial mortgage loan portfolio is comprised primarily of loans to small and
mid-sized businesses within the local markets of its four operating states.
Evidence of this philosophy is the average loan size within this portfolio at
year-end which was $62,800 for commercial loans and $259,400 for commercial
mortgages, allowing for a more diverse customer base and limiting exposure from
any one borrower. First of America has no foreign loans, no highly leveraged
transactions and no syndicated purchase participations. Maturity and rate
sensitivity of selected loan categories is presented in Table VIII.

First of America's commercial and commercial mortgages demonstrated the
highest growth of any of the portfolios during 1996. This portfolio grew 3.7
percent to $6.6 billion compared with $6.4 billion at year-end 1995. Total
non-performing commercial and commercial mortgage loans as a percent of
outstandings decreased to 1.03 percent from 1.38 percent a year ago, and net
charge-offs as a percent of average loans was 0.09, constant with 1995.

20
<PAGE> 21

MATURITY AND RATE SENSITIVITY OF SELECTED LOANS TABLE VIII
($ in thousands)

<TABLE>
<CAPTION>
One year One year to After
December 31, 1996 or less five years five years Total
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial, financial and agricultural.................. $1,529,033 745,829 109,055 2,383,917
Commercial tax-exempt................................... 54,551 125,297 158,912 338,760
Real estate construction................................ 279,770 229,500 88,456 597,726
- ----------------------------------------------------------------------------------------------------------------
Total................................................... $1,863,354 1,100,626 356,423 3,320,403
- ----------------------------------------------------------------------------------------------------------------
TOTAL LOANS ABOVE DUE AFTER ONE YEAR:
With predetermined interest rate........................ $ 491,217 93,866 585,083
With floating or adjustable interest rates.............. 609,409 262,557 871,966
- ----------------------------------------------------------------------------------------------------------------
Total................................................... $1,100,626 356,423 1,457,049
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

ASSET QUALITY. Non-performing assets, including nonaccrual loans,
renegotiated loans and other real estate owned, totaled $114.8 million or 0.52
percent of total assets. Non-performing assets were 0.63 percent and 0.57
percent of total assets at year-end 1995 and 1994, respectively. Total
non-performing loans, other real estate owned and other loans of concern for the
past five years are detailed in Table IX.

RISK ELEMENTS IN THE LOAN PORTFOLIO TABLE IX
($ in thousands)

<TABLE>
<CAPTION>
December 31, 1996 1995 1994 1993 1992
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Non-accrual loans....................................... $ 84,185 104,174 96,814 121,186 126,619
Restructured loans...................................... 6,414 12,327 4,852 10,879 20,669
Other real estate owned................................. 24,190 31,103 38,662 50,595 48,699
- ----------------------------------------------------------------------------------------------------------------
Non-performing assets................................. 114,789 147,604 140,328 182,660 195,987
Past due loans 90 days or more (excluding the above two
categories)........................................... 26,726 28,124 18,208 23,462 20,887
Other loans of concern.................................. 30,541 17,660 31,653 53,206 37,663
- ----------------------------------------------------------------------------------------------------------------
Total................................................... $172,056 193,388 190,189 259,328 254,537
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

Other loans of concern, which represent loans where known information about
possible credit problems of borrowers causes management concern about the
ability of such borrowers to comply with the present loan terms, totaled $30.5
million at year-end 1996, an increase from 1995's year-end total, but below the
previous three years. While management has identified these loans as requiring
additional monitoring, they do not necessarily represent future nonperforming
loans.

The allowance for loan losses is determined by management taking into
consideration charge-off experience, estimated loss exposure on specific loans
and the current and projected economic climate. Management evaluates the
adequacy of the allowance for loan losses quarterly based on information
compiled by the corporate loan review area. Management's allocation of the
allowance for loan losses over the last five years is presented in Table X. The
amounts indicated for each loan type include amounts allocated for specific
loans as well as a general allocation.

The allowance coverage of non-performing loans at year-end 1996 was 279.09
percent compared with 207.02 percent at year-end 1995 and 224.38 percent at
year-end 1994. It is management's judgment that the level of the allowance is
adequate to absorb potential loan losses. Other ratios measuring asset quality
and the adequacy of the allowance for loan losses are presented in Table XI.

As of December 31, 1996 and 1995, respectively, First of America identified
$68.7 million and $88.6 million of impaired loans under the guidelines of
Financial Accounting Standards Board Statement No. 114, Accounting by Creditors
for Impairment of a Loan" as amended by Statement No. 118, Accounting by
Creditors for Impairment of a Loan -- Recognition and Disclosures" (FAS 114). At
year-end 1996, the allowance for impaired loan losses was

21
<PAGE> 22

$13.7 million compared to $17.6 million at year-end 1995. The 1995 adoption of
FAS 114 does not significantly impact the comparability of the allowance related
tables included in this report.

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES TABLE X
($ in thousands)

<TABLE>
<CAPTION>
December 31, 1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------
% of % of % of % of % of
Allowance Loans* Allowance Loans* Allowance Loans* Allowance Loans* Allowance Loans*
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial, financial
and agricultural.... $ 34,827 1.28% $ 37,133 1.43% $ 33,543 1.43% $ 39,231 1.83% $ 43,466 2.00%
Real estate........... 38,611 0.46 46,712 0.52 55,721 0.68 55,661 0.81 54,873 0.76
Consumer.............. 95,219 2.52 103,498 2.30 76,235 1.31 69,633 1.38 52,847 1.23
Unallocated........... 84,189 0.56 53,839 0.33 62,616 0.37 24,139 0.17 25,607 0.19
- ------------------------------------------------------------------------------------------------------------------------------
Total................. $252,846 $241,182 $228,115 $188,664 $176,793
- ------------------------------------------------------------------------------------------------------------------------------
Allowance to total
loans............... 1.68% 1.50 1.36 1.31 1.29
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Allowance as a percent of year-end loans outstanding by type. Unallocated
ratio is the unallocated portfolio allowance as a percent of total loans at
year-end.

SUMMARY OF LOAN LOSS EXPERIENCE TABLE XI
($ in thousands)

<TABLE>
<CAPTION>
December 31, 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES:
Balance at beginning of period............ $ 241,182 228,115 188,664 176,793 174,882
Provision charged against income.......... 93,456 91,488 86,571 84,714 78,809
Allowance for loan losses of
acquired/(sold) banks................... -- -- 11,420 50 (372)
RECOVERIES:
Commercial, financial and agricultural.... 5,087 5,757 7,277 8,692 7,215
Real estate -- construction............... -- 54 51 -- --
Real estate -- mortgage................... 4,166 3,896 2,404 2,615 2,112
Consumer loans............................ 52,996 47,231 28,402 24,556 24,313
----------- ---------- ---------- ---------- ----------
Total recoveries.......................... 62,249 56,938 38,134 35,863 33,640
----------- ---------- ---------- ---------- ----------
CHARGE-OFFS:
Commercial, financial and agricultural.... 8,964 7,007 13,621 19,764 22,558
Real estate -- construction............... -- 395 80 -- --
Real estate -- mortgage................... 7,248 7,777 8,825 10,539 10,588
Consumer loans............................ 127,829 120,180 74,148 78,453 77,020
----------- ---------- ---------- ---------- ----------
Total charge-offs......................... 144,041 135,359 96,674 108,756 110,166
----------- ---------- ---------- ---------- ----------
Net charge-offs........................... 81,792 78,421 58,540 72,893 76,526
- -----------------------------------------------------------------------------------------------------------------
Balance at end of period.................. $ 252,846 241,182 228,115 188,664 176,793
- -----------------------------------------------------------------------------------------------------------------
Average loans (net of unearned income).... $15,463,335 16,532,752 15,172,618 13,875,584 13,435,991
- -----------------------------------------------------------------------------------------------------------------
Earnings coverage of net losses........... 5.83x 5.80 7.00 5.91 4.44
Allowance to total end of period loans.... 1.68% 1.50 1.36 1.31 1.29
Net losses to end of period allowances.... 32.35 32.51 25.66 38.64 43.29
Recoveries to total charge-offs........... 43.22 42.06 39.45 32.98 30.54
Provision to average loans................ 0.60 0.55 0.57 0.61 0.59
Net charge-offs to average loans.......... 0.53 0.47 0.39 0.53 0.57
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

22
<PAGE> 23

FUNDING, LIQUIDITY AND INTEREST RATE RISK

Liquidity is measured by a financial institution's ability to raise funds
through deposits, borrowed funds, capital or the sale of assets. Funding is
achieved through growth in core deposits and accessibility to the money and
capital markets.

DEPOSITS. First of America's primary source of funding is its core deposits
which include all deposits except negotiated certificates of deposit. As a
percent of total deposits, core deposits were 95.7 percent at year-end 1996 and
95.5 percent at year-end 1995. First of America does not issue negotiated CD's
in the national money markets, and has established a policy limit of ten percent
of assets to provide a guideline for assisting in the prudent management of the
corporations's purchased funds position. The majority of negotiated CD's and
purchased funds originate from the Registrant's core deposit customer base,
including downstream correspondents.

The average deposit balances outstanding and the rates paid on those
deposits for the three years ended December 31, 1996, are presented in Table
XII. The maturity distribution of time deposits of $100,000 or more at year-end
1996 is detailed in Table XIII.

In addition to deposits, First of America's sources of funding include money
market borrowings, capital funds, securitizations and long term debt. First of
America entered into a Three-Year Competitive Advance and Revolving Credit
Facility Agreement dated as of March 25, 1994 and amended by its First Amendment
dated December 9, 1994 and by the Second Amendment dated February 15, 1996
(collectively, the Credit Agreement). The Credit Agreement allows First of
America to borrow up to $350 million on a standby revolving credit basis on an
uncommitted competitive advance basis. The proceeds of all borrowings made
pursuant to the Credit Agreement will be used to provide working capital or for
general corporate purposes. At December 31, 1995 and 1996, there was no
outstanding balance under the Credit Agreement.

During 1995 and 1996, First of America's Section 20 subsidiary, First of
America Securities, Inc., entered into three uncommitted secured broker loan
guidance facilities to finance the purchase of securities for resale. At
December 31, 1996, there was $54.0 million outstanding and $120.0 million
available on these agreements. There was no outstanding balance and $80.0
million available at December 31, 1995.

In June 1995, First of America securitized $500 million in credit card
receivables. This transaction was an effective balance sheet management tool
since it had no impact on net income, but released funds which were used to
reduce short-term borrowings.

On July 26, 1994, First of America issued $200 million of 7 3/4%
Subordinated Notes Due July 15, 2004, which are not subject to redemption prior
to maturity and which qualify as tier II capital under the Federal Reserve
Board's capital guidelines. The proceeds received from the Notes were used to
discharge indebtedness incurred to fund the acquisition of the Goldome Federal
branches, to fund the repurchase of common stock and for other general corporate
purposes.

During August 1994, certain First of America bank subsidiaries began issuing
Bank Notes due from 30 days to 10 years from date of issue. The proceeds from
the sale of the notes are used for general operating purposes by the issuing
banks. Total outstanding for all bank notes at December 31, 1996 was $534.0
million, of which $55.0 million was included in long term debt.

23
<PAGE> 24

DEPOSITS TABLE XII
($ in thousands)

<TABLE>
<CAPTION>
1996 1995 1994
- ------------------------------------------------------------------------------------------------------------
Average Average Average
Balance Rate Balance Rate Balance Rate
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Non-interest bearing.......................... $ 2,790,118 -- $ 2,710,566 -- $ 2,665,183 --
Savings and NOW accounts...................... 3,843,700 2.09% 3,444,077 1.72% 3,948,604 1.51%
Money market savings.......................... 3,898,886 3.66 4,254,533 3.92 3,551,445 3.10
Time.......................................... 7,739,404 5.46 9,105,938 5.48 8,849,576 4.50
- ------------------------------------------------------------------------------------------------------------
Total......................................... $18,272,108 $19,515,114 $19,014,808
- ------------------------------------------------------------------------------------------------------------
</TABLE>

MATURITY DISTRIBUTION OF TIME DEPOSITS OF $100,000 OR MORE TABLE XIII
($ in thousands)

<TABLE>
<CAPTION>
Three Three Six
months months to months to After
or less six months one year one year Total
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Certificates of deposit.......................... $688,010 247,284 134,361 147,660 1,217,315
Other time deposits.............................. 45,532 5,930 9,407 44,433 105,302
- -----------------------------------------------------------------------------------------------------------------
Total............................................ $733,542 253,214 143,768 192,093 1,322,617
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

INTEREST RATE RISK. First of America's interest rate risk policy is to
attempt to minimize the effect on net income resulting from a change in interest
rates through asset/liability management at all levels in the company. Each
quarter an interest rate sensitivity analysis is completed for each affiliate,
as well as the corporation as a whole, using an asset/liability management
model. Additional analysis is completed and reviewed each month related to the
interest rate sensitivity of the corporation. The Asset and Liability
Committees, which exist at each banking affiliate and at the corporate level,
review the analysis and as necessary, take appropriate action to ensure
compliance with policy and strategic objectives relating to prudent interest
rate risk management.

Interest rate swap transactions generally involve the exchange of fixed and
floating rate interest payment obligations without the exchange of the
underlying financial instrument. The company becomes a counterparty in the
exchange of interest payments with other parties and, therefore, is exposed to
the loss of future interest payments should the counterparty default. The
company minimizes this risk by performing normal credit reviews of its
counterparties and collateralizing its exposure when it exceeds a predetermined
limit.

First of America had outstanding interest rate swap agreements at December
31, 1996, totaling $80.0 million in notional amounts versus $105.5 million at
December 31, 1995. This total included notional amounts of $50.0 million as a
hedge against the parent company's 8.50% Subordinated Notes Due February 1,
2004, and $30.0 million against various fixed rate bank notes.

The aggregate market value of interest rate swaps at year-end was a positive
$236 thousand. The full year 1996 impact from swap activity on net interest
income was a negative $0.2 million, the 1995 impact was a negative $4.0 million.
If interest rates increased one hundred basis points, First of America would
decrease net interest income $204 thousand over the next twelve months from its
current interest rate swap agreements. Note 20 of the Notes to Consolidated
Financial Statements included later in this document provides further detail on
First of America's interest rate swap agreements.

Interest rate sensitivity of assets and liabilities is represented in a Gap
report, Gap being the difference between rate sensitive assets and liabilities
and includes the impact of off-balance sheet interest rate swap and cap
agreements. Table XIV presents First of America's Gap position at December 31,
1996, for one year and shorter periods, and Table XV details the company's five
year Gap position. The Gap reports' reliability in measuring the risk to income
from a change in interest rates is tested through the use of simulation models.
At year-end 1996 simulation models showed that less than four percent of First
of America's annual net income was at risk if interest rates were to move up

24
<PAGE> 25

or down by one percent in a parallel fashion. However, changing economic
conditions affect results, therefore, the management of First of America's
interest rate sensitivity is an ongoing process. Management has determined that
the simulation models provide a more meaningful measurement of the company's
interest rate risk positions than the following Gap tables.

INTEREST RATE SENSITIVITY -- SHORT TERM TABLE XVI
($ in millions)

<TABLE>
<CAPTION>
0 to 30 0 to 60 0 to 90 0 to 180 0 to 365
December 31, 1996 Days Days Days Days Days
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Other earning assets....................................... $ 237 237 237 237 237
Investment securities (1).................................. 182 281 376 702 1,229
Loans, net of unearned discount (2)........................ 5,233 5,695 6,519 7,603 9,336
- --------------------------------------------------------------------------------------------------------------------
Total rate sensitive assets (RSA).......................... $5,652 6,213 7,132 8,542 10,802
- --------------------------------------------------------------------------------------------------------------------
LIABILITIES: (3)
Money market type deposits................................. $4,288 4,288 4,288 4,288 4,288
Other core savings and time deposits....................... 1,007 1,832 2,627 3,592 4,675
Negotiated deposits........................................ 356 482 558 675 737
Borrowings................................................. 981 1,283 1,413 1,582 1,767
Interest rate swap agreements (3) ......................... -- 50 50 50 25
- --------------------------------------------------------------------------------------------------------------------
Total rate sensitive liabilities (RSL)..................... $6,632 7,935 8,936 10,187 11,492
- --------------------------------------------------------------------------------------------------------------------
GAP (RSA - RSL)............................................ $ (980) (1,722) (1,804) (1,645) (690)
- --------------------------------------------------------------------------------------------------------------------
RSA divided by RSL......................................... 83.85% 93.99
GAP divided by total assets................................ (7.46) (3.13)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Maturities of rate sensitive securities are based on contractual maturities
and estimated prepayments.
(2) Maturities of rate sensitive loans are based on contractual maturities,
estimated prepayments and estimated repricing.
(3) Maturities of rate sensitive liabilities and interest rate swaps are based
on contractual maturities and estimated repricing.

25
<PAGE> 26

INTEREST RATE SENSITIVITY -- LONG TERM TABLE XV
($ in thousands)

<TABLE>
<CAPTION>
13 to 25 to 37 to 0 to 60
December 31, 1996 24 months 36 months 60 months months
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Other earning assets.............................. $ -- -- -- 237
Investment securities (1)......................... 951 662 988 3,830
Loans, net of unearned discount (2)............... 2,312 1,230 1,357 14,235
- ------------------------------------------------------------------------------------------------------------
Total rate sensitive assets (RSA)................. $3,263 1,892 2,345 18,302
- ------------------------------------------------------------------------------------------------------------
LIABILITIES: (3)
Money market type deposits........................ $ -- -- -- 4,288
Other core savings and time deposits.............. 3,421 1,954 1,660 11,710
Negotiated deposits............................... 10 2 -- 749
Borrowings........................................ 175 2 -- 1,944
Interest rate swap agreements (3)................. (25) -- -- --
- ------------------------------------------------------------------------------------------------------------
Total rate sensitive liabilities (RSL)............ $3,581 1,958 1,660 18,691
- ------------------------------------------------------------------------------------------------------------
GAP (RSA - RSL)................................... $ (318) (66) 685 (389)
- ------------------------------------------------------------------------------------------------------------
RSA divided by RSL................................ 97.92%
GAP divided by total assets....................... (1.77)
- ------------------------------------------------------------------------------------------------------------
</TABLE>

CAPITAL STRENGTH

REGULATORY REQUIREMENTS. First of America's capital policy is to maintain
its capital levels above minimum regulatory guidelines. At December 31, 1992,
the Federal Reserve required a tier I risk based capital ratio of 4.00 percent
and a total risk based capital ratio of 8.00 percent. In 1991, the Federal
Reserve also adopted a new leverage capital adequacy standard. This ratio
compares tier I capital to reported total assets and requires a minimum ratio of
4.00 percent in order to be categorized as adequately capitalized. As shown in
Table XVI, at December 31, 1996, First of America's capital ratios exceeded
required regulatory minimums with a tier I risk based ratio of 9.76 percent, a
total risk based ratio of 13.19 percent and a tier I leverage ratio of 7.15
percent. Capital ratios exclude the mark-to-market adjustment for Available for
Sale securities in accordance with the Federal Reserve's regulations.

The long term debt which qualified as tier II capital at December 31, 1996,
consisted of $150 million in 8.5% Subordinated Notes Due February 1, 2004, a
$10.0 million 6.35% Subordinated Note which matures ratably over a five year
period beginning December 31, 2003, and $200 million in 7.75% Subordinated Notes
Due July 15, 2004. This debt is included in tier II capital on a weighted
maturity basis. Additional information relating to First of America's various
long term debt agreements is provided in Note 11 of the Notes to Consolidated
Financial Statements included later in this document.

In January 1997, First of America privately placed $150 million of fixed
rate capital securities through First of America Capital Trust I, a newly formed
Delaware business trust, controlled by the Registrant. The 8.12% Capital
Securities of First of America Capital Trust I were priced at par. Cash
distributions are payable semi-annually on January 31 and July 31, beginning
July 31, 1997. The proceeds from the issuance will be used for general corporate
purposes and will further enhance the Registrant's strong capital position,
while reducing the cost of capital.

26
<PAGE> 27

RISK-BASED CAPITAL TABLE XVI
($ in thousands)

<TABLE>
<CAPTION>
December 31, 1996 1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TIER I CAPITAL:
Common shareholders' equity................................. $1,784,198 1,827,981 1,578,888
Less: Intangibles........................................... 202,336 227,303 252,979
Net unrealized gain (loss) on securities available for
sale.................................................... 8,438 25,939 (92,271)
Section 20 affiliate debt and equity...................... 11,826 12,500 --
- ----------------------------------------------------------------------------------------------------
Tier I capital.............................................. 1,561,598 1,562,239 1,418,180
- ----------------------------------------------------------------------------------------------------
TIER II CAPITAL:
Allowance for loan losses*.................................. 200,701 205,515 210,164
Qualifying long term debt................................... 360,000 360,000 361,867
Less: Section 20 affiliate debt and equity.................. 11,826 12,500 --
- ----------------------------------------------------------------------------------------------------
Tier II capital............................................. 548,875 553,015 572,031
- ----------------------------------------------------------------------------------------------------
Total capital............................................... $2,110,473 2,115,254 1,990,211
- ----------------------------------------------------------------------------------------------------
RISK-BASED CAPITAL RATIOS:
Tier I...................................................... 9.76% 9.52 8.44
Total....................................................... 13.19 12.89 11.85
Tier I leverage ratio....................................... 7.15 6.70 5.81
- ----------------------------------------------------------------------------------------------------
</TABLE>

* Limited to 1.25% of total risk-weighted assets.

TOTAL SHAREHOLDERS' EQUITY. First of America's total shareholders' equity at
year-end 1996 remained level with a year ago at $1.8 billion as the earnings
retention for 1996 was offset by the impact of the stock repurchased during the
year.

In addition to the repurchase of the 3.6 million common shares completed in
1996, the Board of Directors, in January 1997, authorized the repurchase of up
to two million additional shares of First of America common stock. Any shares
repurchased under this authorization will be used for general corporate purposes
and may be available for reissuance in connection with the company's stock based
compensation plans, dividend reinvestment plan and employee savings plan.

IN CONCLUSION

First of America's management currently expects continued improvement in the
net interest margin and return on assets ratios in 1997 and 1998. The return on
equity for 1997 should be between 15 percent and 16 percent and for 1998,
between 16 percent and 17 percent. In addition, the efficiency ratio is
currently anticipated to be below 60 percent by the end of 1998. Management
believes the benefits of the company's move to a single operating unit along
with a focus on business lines, the internal restructuring effort, and the
emphasis on pricing products by market and customer type provide the
fundamentals for the achievement of these goals.

The foregoing management statements of expectations for future return on
equity and efficiency ratios are forward-looking statements. The achievement of
these expectations is uncertain, as First of America's actual performance and
financial results may differ from those anticipated as a result of a variety of
factors, including but not limited to assumed rates of revenue growth, expense
reductions, changes in the economy, competition and the implementation of
internal business plans.

27
<PAGE> 28

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

STATEMENT OF MANAGEMENT RESPONSIBILITY

The following consolidated financial statements and accompanying notes to
the consolidated financial statements of First of America have been prepared by
management, which has the responsibility for their integrity and objectivity.
The statements have been prepared in accordance with generally accepted
accounting principles to reflect, in all material respects, the substance of
financial events and transactions occurring during the respective periods.

In meeting its responsibility, management relies on First of America's
accounting systems and related internal controls. These systems are designed to
provide reasonable assurance that assets are safeguarded and that transactions
are properly recorded and executed in accordance with management's
authorization. Augmenting these systems are written policies and procedures and
audits performed by First of America's internal audit staff.

The consolidated financial statements and notes to the consolidated
financial statements of First of America, have been audited by the independent
certified public accounting firm, KPMG Peat Marwick LLP, which was engaged to
express an opinion as to the fairness of presentation of such financial
statements.

<TABLE>
<S> <C>
Richard F. Chormann Thomas W. Lambert
Richard F. Chormann Thomas W. Lambert
Chairman, President and Executive Vice President and
Chief Executive Officer Chief Financial Officer
</TABLE>

LETTER OF AUDIT COMMITTEE CHAIRMAN

The audit committee of the Board of Directors is composed of six independent
directors with Robert L. Hetzler as chairman. The committee held five meetings
during fiscal year 1996.

The audit committee oversees First of America's financial reporting process
on behalf of the Board of Directors. In fulfilling its responsibility, the
committee recommended to the Board of Directors, subject to shareholder
approval, the selection of First of America's independent auditor. The audit
committee discussed with the internal auditor and the independent auditor the
overall scope and specific plans for their respective audits. The committee
additionally discussed First of America's consolidated financial statements and
the adequacy of First of America's internal controls. The committee also met
with First of America's internal auditor and independent auditor, without
management present, to discuss the results of their audits, their evaluations of
First of America's internal controls and the overall quality of First of
America's financial reporting. This meeting was designed to facilitate private
communications between the committee, the internal auditor and the independent
auditor.

The audit committee believes that, for the period ended December 31, 1996,
its duties, as indicated, were satisfactorily discharged and that First of
America's system of internal controls is adequate.

Robert L. Hetzler
Robert L. Hetzler
Chairman
Audit Committee

28
<PAGE> 29

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors,
First of America Bank Corporation:

We have audited the accompanying consolidated balance sheets of First of
America Bank Corporation and its subsidiaries as of December 31, 1996 and 1995
and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of First of
America Bank Corporation and its subsidiaries as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Chicago, Illinois
January 14, 1997

29
<PAGE> 30

CONSOLIDATED BALANCE SHEETS
($ in thousands)

<TABLE>
<CAPTION>
December 31, 1996 1995
- --------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks..................................... $ 1,205,962 1,207,062
Bank time deposits.......................................... -- 49,349
Federal funds sold and resale agreements.................... 163,400 220,388
Securities available for sale, amortized cost of $4,549,383
at December 31, 1996 and $5,020,954 at December 31,
1995...................................................... 4,562,381 5,060,746
Loans, net of unearned income:
Consumer.................................................. 3,774,803 4,504,255
Commercial, financial and agricultural.................... 2,722,676 2,589,038
Commercial real estate.................................... 3,918,248 3,812,001
Residential real estate................................... 4,531,868 5,070,369
Loans held for sale, market value of $109,955 for 1996 and
$104,132 for 1995....................................... 108,411 101,279
----------- ----------
Total loans............................................. 15,056,006 16,076,942
Less: Allowance for loan losses......................... 252,846 241,182
----------- ----------
Net loans............................................... 14,803,160 15,835,760
Premises and equipment, net................................. 433,408 465,498
Other assets................................................ 893,868 761,292
- --------------------------------------------------------------------------------------
TOTAL ASSETS................................................ $22,062,179 23,600,095
- --------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing...................................... $ 3,009,252 2,925,679
Interest bearing.......................................... 14,610,044 16,416,788
----------- ----------
Total deposits.......................................... 17,619,296 19,342,467
Securities sold under repurchase agreements................. 493,556 429,483
Other short term borrowings................................. 1,344,434 1,220,482
Long term debt.............................................. 521,124 490,315
Other liabilities........................................... 299,571 289,367
----------- ----------
Total liabilities....................................... 20,277,981 21,772,114
----------- ----------
SHAREHOLDERS' EQUITY
Common stock-$10 par value:
Authorized Outstanding
1996 100,000,000 59,813,234
1995 100,000,000 63,283,857....................... 598,132 632,839
Capital surplus............................................. 145,950 283,409
Net unrealized gain on securities available for sale, net of
tax expense of $4,561 for 1996 and of $13,853 for 1995.... 8,438 25,939
Retained earnings........................................... 1,031,678 885,794
----------- ----------
Total shareholders' equity.............................. 1,784,198 1,827,981
- --------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. $22,062,179 23,600,095
- --------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

30
<PAGE> 31

CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data)

<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME
Loans and fees on loans..................................... $1,366,083 1,473,210 1,277,950
Securities:
Taxable income............................................ 270,647 304,145 303,098
Tax exempt income......................................... 16,434 13,317 17,480
Federal funds sold and resale agreements.................... 8,804 4,651 2,229
Bank time deposits.......................................... 1,586 1,201 120
---------- ---------- ----------
Total interest income....................................... 1,663,554 1,796,524 1,600,877
---------- ---------- ----------
INTEREST EXPENSE
Deposits.................................................... 645,995 725,161 567,935
Short term borrowings....................................... 79,988 100,684 60,389
Long term debt.............................................. 35,083 46,683 33,818
---------- ---------- ----------
Total interest expense...................................... 761,066 872,528 662,142
---------- ---------- ----------
NET INTEREST INCOME......................................... 902,488 923,996 938,735
Less: Provision for loan losses............................. 93,456 91,488 86,571
---------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES......... 809,032 832,508 852,164
---------- ---------- ----------
NON-INTEREST REVENUE
Service charges on deposit accounts......................... 112,516 100,281 89,164
Trust and financial services revenue........................ 114,024 94,179 81,717
Investment securities transactions, net..................... (515) 62 5,349
Bank card revenue........................................... 73,900 60,449 43,216
Mortgage banking revenue.................................... 28,525 31,505 23,461
Other operating revenue..................................... 90,864 59,624 41,466
---------- ---------- ----------
Total non-interest revenue.................................. 419,314 346,100 284,373
---------- ---------- ----------
NON-INTEREST EXPENSE
Personnel................................................... 454,170 430,977 430,563
Occupancy, net.............................................. 64,871 64,108 60,471
Equipment................................................... 58,462 59,322 56,111
Outside data processing..................................... 19,182 18,825 17,524
Amortization of intangibles................................. 23,355 21,146 16,577
Other operating expenses.................................... 224,963 220,893 232,172
---------- ---------- ----------
Total non-interest expense.................................. 845,003 815,271 813,418
---------- ---------- ----------
Income before income taxes.................................. 383,343 363,337 323,119
Income taxes................................................ 126,457 126,629 102,616
- ----------------------------------------------------------------------------------------------------------
NET INCOME.................................................. $ 256,886 236,708 220,503
- ----------------------------------------------------------------------------------------------------------
Common and common equivalent earnings per share............. $ 4.16 3.73 3.69
- ----------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

31
<PAGE> 32

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
($ in thousands except per share data)

<TABLE>
<CAPTION>
Net Unrealized
Gain (Loss) on
Common Capital Securities Retained
Stock Surplus Available for Sale Earnings Total
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1994.................................... $595,207 265,596 31,531 631,103 1,523,437
Net Income.................................................. 220,503 220,503
Issuance of stock:
Acquisition of subsidiaries................................ 66,747 109,000 (1,929) 5,618 179,436
Stock Options Exercised.................................... 232 228 460
Other...................................................... (268) (268)
Repurchase and conversions.................................. (33,694) (89,679) (123,373)
Change in market value adjustment of securities available
for sale, net of tax benefit of $32,296.................... (121,873) (121,873)
Cash dividends declared on Common stock -- $1.64 per
share...................................................... (99,434) (99,434)
-------- -------- -------- -------- ---------
BALANCE, DECEMBER 31, 1994.................................. 628,492 284,877 (92,271) 757,790 1,578,888
Net Income.................................................. 236,708 236,708
Issuance of stock:
Acquisition of subsidiaries................................ 3,336 (2,243) 1,093
Stock Options Exercised.................................... 1,016 1,089 2,105
Other...................................................... (5) (314) (319)
Change in market value adjustment of securities available
for sale, net of tax expense of $28,885.................... 118,210 118,210
Cash dividends declared on Common stock -- $1.72 per
share...................................................... (108,704) (108,704)
-------- -------- -------- -------- ---------
BALANCE, DECEMBER 31, 1995.................................. 632,839 283,409 25,939 885,794 1,827,981
Net Income.................................................. 256,886 256,886
Issuance of stock:
Acquisition of subsidiaries................................ 920 2,968 3,888
Stock Options Exercised.................................... 673 (1,821) (1,148)
Other...................................................... 204 204
Repurchases................................................. (36,300) (138,810) (175,110)
Change in market value adjustment of securities available
for sale, net of tax benefit of $9,292..................... (17,501) (17,501)
Cash dividends declared on Common stock -- $1.82 per
share...................................................... (111,002) (111,002)
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996.................................. $598,132 145,950 8,438 1,031,678 1,784,198
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

32
<PAGE> 33

CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)

<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income.................................................. $ 256,886 236,708 220,503
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 47,040 48,263 46,295
Provision for loan losses................................. 93,456 91,488 86,571
Provision for deferred taxes.............................. (155) (7,372) (4,974)
Amortization of intangibles............................... 23,355 21,146 16,577
(Gain) loss on sale of securities available for sale...... 514 (3,707) (5,349)
(Gain) loss on sale of mortgage loans held for sale....... (20,235) (19,627) (11,697)
(Gain) loss on sale of other assets....................... (28,829) (16,577) 625
Proceeds from the sales of mortgage loans held for sale... 1,215,172 959,721 953,310
Originations of mortgage loans held for sale, net......... (1,202,069) (1,011,177) (605,953)
Change in assets and liabilities net of acquisitions:
(Increase) decrease in interest and other income
receivable.............................................. 37,560 (81,195) (4,031)
(Increase) decrease in other assets....................... (81,475) (233,389) 42,044
Increase (decrease) in accrued expenses and other
liabilities............................................. 18,808 38,068 1,510
----------- ---------- ----------
Net cash from operating activities...................... 360,028 22,350 735,431
----------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the maturities of investment securities (held
to maturity).............................................. -- 368,738 448,395
Purchases of investment securities (held to maturity)....... -- (191,325) (1,718,714)
Proceeds from the sale of securities available for sale..... 1,065,313 785,239 1,776,724
Proceeds from the maturities of securities available for
sale...................................................... 1,107,359 518,927 843,109
Purchases of securities available for sale.................. (1,702,437) (698,163) (1,649,902)
Proceeds from the securitization of loans................... -- 498,588 --
Net other (increase) decrease in loans and leases........... 946,276 251,990 (2,039,577)
Premises and equipment purchased............................ (46,768) (63,485) (68,993)
Proceeds from the sale of premises and equipment............ 60,886 42,466 3,500
(Acquisition)sale of affiliates, net of cash acquired....... 944 (4,369) 352,131
----------- ---------- ----------
Net cash flows used in investing activities............. 1,431,573 1,508,606 (2,053,327)
----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short term deposits.............. 43,387 (164,820) 504,409
Net (decrease) in time deposits............................. (1,766,558) (692,979) (97,744)
Net increase (decrease) in short term borrowings............ 188,025 (232,774) 861,310
Proceeds from issuance of long term debt.................... 104,924 25,004 738,701
Repayments of long term debt................................ (74,115) (213,470) (311,658)
Net proceeds/(cost) from issuance of common stock........... (969) 2,105 460
Dividends paid.............................................. (110,810) (107,429) (96,670)
Payments for purchase and retirement of common stock........ (176,585) -- (123,373)
Other, net.................................................. -- (319) (268)
----------- ---------- ----------
Net cash provided by financing activities............... (1,792,701) (1,384,682) 1,475,167
----------- ---------- ----------
Net increase(decrease) in cash and cash equivalents......... (1,100) 146,274 157,271
Cash and cash equivalents at beginning of year.............. 1,207,062 1,060,788 903,517
- -------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT YEAR END....................... $ 1,205,962 1,207,062 1,060,788
- -------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

33
<PAGE> 34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ACCOUNTING POLICIES

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles and reporting practices prescribed for
the banking industry. The significant accounting and reporting policies of First
of America Bank Corporation and its subsidiaries follow.

NATURE OF BUSINESS:

First of America Bank Corporation is a multi-bank holding company
headquartered in Kalamazoo, Michigan and was incorporated as a Michigan
corporation in May 1971. Its principal activity consists of owning and
supervising four affiliate financial institutions which operate general,
commercial banking businesses from 604 banking offices and facilities located in
Michigan, Florida, Illinois and Indiana. The Registrant also has divisions and
non-banking subsidiaries which provide mortgage, trust, data processing, pension
consulting, revolving credit, securities brokerage and underwriting, insurance
products, and investment advisory services.

CONSOLIDATION:

The consolidated financial statements include the accounts of First of
America and its subsidiaries, after elimination of significant intercompany
transactions and accounts. Goodwill, the cost over the fair value of assets
acquired, is amortized on a basis which matches the periods estimated to be
benefitted. First of America's policy is to amortize goodwill generated from
acquisitions over a fifteen year period and core deposit intangibles over their
estimated lives, not to exceed ten years.

BASIS OF PRESENTATION:

Certain amounts in the prior years' financial statements have been
reclassified to conform with current financial statement presentation. First of
America uses the accrual basis of accounting for financial reporting purposes,
except for immaterial sources of income and expenses which are recorded when
received or paid.

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

SECURITIES:

Securities Available for Sale include those securities which would be
available to be sold prior to final maturity in response to asset-liability
management needs. All securities owned by First of America as of December 31,
1996, are classified as Securities Available for Sale. Using the specific
identification method such securities are carried at market value with a
corresponding market value adjustment carried as a separate component of the
equity section of the balance sheet on a net of tax basis. The adjusted cost of
each security sold is used to compute realized gains or losses on the sales of
these securities.

LOANS HELD FOR SALE:

Loans held for sale consist mainly of fixed rate and variable rate
residential mortgage loans with maturities of fifteen to thirty years. Such
loans are recorded at the lower of aggregate cost or estimated fair value.

ALLOWANCE FOR LOAN LOSSES:

Losses on loans are charged to the allowance for loan losses. The allowance
is increased by recoveries of principal and accrued interest previously charged
to the allowance and by a provision charged against income. Management
determines the adequacy of the allowance based on reviews of individual loans,
recent loss experience,

34
<PAGE> 35

current economic conditions, risk characteristics of various categories of loans
and such other factors which, in management's judgement, deserve recognition in
estimating possible loan losses.

In accordance with Financial Accounting Standards Board Statement No. 114,
"Accounting by Creditors for Impairment of a Loan," and as amended by Statement
No. 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition
and Disclosures" First of America maintains a separate allowance for loan losses
for impaired loans as defined in the statement.

NON-PERFORMING LOANS:

Loans are considered non-performing when placed in non-accrual status or
when terms are renegotiated meeting the definition of troubled debt
restructuring of Financial Accounting Standards Board Statement No. 15,
"Accounting by Debtors and Creditors for Troubled Debt Restructuring."

Commercial, commercial mortgage and residential mortgage loans are placed in
non-accrual status when, in the opinion of management, there is doubt as to
collectibility of interest or principal, or when principal or interest is past
due 90 days or more and the loan is either not well secured or in the process of
collection. Consumer and revolving loans are generally charged off when payments
are 120 days past due; therefore, they are not included in non-performing loans.

Loans are considered to be renegotiated when concessions have been granted,
such as reduction of interest rates or deferral of interest or principal
payments, as a result of the borrower's financial condition.

Management has determined that First of America's non-accrual and
renegotiated commercial and commercial mortgage loans meet the definition for
impaired loans under Statement No. 114. Payments received on non-accrual loans
are applied to the principal balance.

OTHER REAL ESTATE OWNED:

Other real estate owned includes, primarily, properties acquired through
foreclosure or deed in lieu of foreclosure. Other real estate is recorded in
other assets at the lower of the amount of the loan balance plus unpaid accrued
interest or the current fair value. Any write-down of the loan balance to fair
value when the property is acquired is charged to the allowance for loan losses.
Subsequent market write-downs, operating expenses, and gains or losses on the
sale of other real estate are charged or credited to other operating expense.

MORTGAGE SERVICING RIGHTS:

First of America recognizes as separate assets the rights to service
mortgage loans for others, however those rights are acquired. After the
residential mortgage loan portfolio is stratified by servicing type, loan type,
rate type and interest rate, the fair value of the Mortgage Servicing Rights
(MSRs) is determined using the present value of estimated expected future cash
flows assuming a market discount rate and certain forecasted prepayment rates
based on industry experience. The MSRs are amortized in proportion to and over
the period of the estimated net servicing income.

PREMISES AND EQUIPMENT:

Premises and equipment are stated at cost, less accumulated depreciation,
and include capital leases, expenditures for new facilities and additions which
materially extend the useful lives of existing premises and equipment.
Expenditures for normal repairs and maintenance are charged to operations as
incurred. The cost of assets retired or otherwise disposed of and the related
accumulated depreciation are eliminated from the accounts in the year of
disposal, and the resulting gains or losses are reflected in operations.

Depreciation is computed principally by the straight-line method and is
charged to operations over the estimated useful lives of the assets. Capital
leases and leasehold improvements are being amortized over the lesser of the
remaining term of the respective lease or the estimated useful life of the
asset.

35
<PAGE> 36

LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF:

On January 1, 1996, First of America adopted Financial Accounting Standards
Board Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," which requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be
recoverable. The impairment is measured based on the present value of expected
future cash flows from the use of the asset and its eventual disposition. If the
expected future cash flows are less than the carrying amount of the asset, an
impairment loss is recognized based on current fair values.

INTEREST INCOME ON LOANS:

Interest income on loans is recognized over the terms of the loans based on
the unpaid principal balance. Interest accrual on loans is discontinued when, in
the opinion of management, the ultimate full collection of both principal and
interest is in doubt, unless the loan is well secured and in the process of
collection. Interest previously accrued on charged off loans is reversed, by
charging interest income, to the extent of the amount included in current year
income. The excess, if any, is charged to the allowance for loan losses.

LOAN FEES:

Non-refundable loan origination fees and direct loan origination costs are
deferred and amortized as an adjustment of yield by a method that approximates
the interest method. The deferred fees and costs are netted against outstanding
loan balances. When a loan is placed into non-accrual status, amortization of
the loan fees and costs is stopped until the loan returns to accruing status.

Deferred fees net of direct origination costs related to credit card loans
are included in other assets and are amortized to non-interest income over a
twelve month period.

INCOME TAXES:

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

DERIVATIVE INSTRUMENTS:

For each category of derivative financial instruments, an entity is required
to disclose the following: the face or contract amount and the nature and terms,
including, the credit and market risk, cash requirements and related accounting
policies. The corporation and its subsidiaries have entered into interest rate
caps and interest rate swaps as a hedge against certain deposit and debt
liabilities in an attempt to manage interest rate sensitivity.

Interest rate swaps are contracts that represent an exchange of interest
payments and the underlying principal balances of the assets or liabilities are
not affected. Net settlement amounts are reported as adjustments to interest
income or interest expense. Gains and losses from the termination of interest
rate swaps are deferred and amortized over the remaining lives of the designated
balance sheet assets or liabilities. When the swap becomes uncovered during the
swap agreement period, the swap is immediately marked-to-market with a
corresponding effect on current earnings.

STOCK OPTION PLANS:

As of December 31, 1996, First of America adopted the disclosure
requirements of Financial Accounting Standards Board Statement No. 123,
"Accounting for Stock-Based Compensation." First of America applies APB Opinion
25 and related interpretations in accounting for its stock option plans.
Accordingly, no compensation cost has been recognized for its plans. Further
disclosures are presented in Note 13: Stock Option Plans.

36
<PAGE> 37

RECENT ACCOUNTING PRONOUNCEMENT:

The Financial Accounting Standards Board has issued Statement No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities" which is effective, in part, for transactions occurring after
December 31, 1996. This statement was adopted by First of America on January 1,
1997, and it will not have a material effect on the financial condition or
results of operation.

NOTE 2: BUSINESS COMBINATIONS

Information relating to mergers and acquisitions for the three year period
ended December 31, 1996 follows.

<TABLE>
<CAPTION>
Intangible
Financial Number of Assets
Date of Reporting Common Cash Paid/ Acquired at
Acquisition Value* Shares Issued Debt Issued Acquisition
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Huttenlochers Kerns Norvell, Inc.
(Michigan)........................... Feb. 12. 1996 $ 3,912,000 92,053 -- $1,612,000
West Suburban Financial Corp.
(Illinois)........................... Aug. 4, 1995 -- -- $ 1,000 --
Underwriting Consultants, Inc.
(Michigan)........................... Feb. 1, 1995 1,000 148,170 -- **
New England Trust Company (Rhode
Island).............................. Jan. 1, 1995 1,092,000 185,327 -- **
Presidential Holding Corp. (Florida)... Dec. 31, 1994 6,714,000 704,515 -- **
F&C Bancshares, Inc. (Florida)......... Dec. 31, 1994 35,064,000 2,132,105 -- **
First Park Ridge Corp. (Illinois)...... Oct. 1, 1994 75,890,000 2,199,733 -- 40,461,000
LGF Bancorp, Inc. (Illinois)........... May 1, 1994 61,902,000 1,645,245 -- 25,664,000
Goldome Federal Branches (Florida)..... Apr. 15, 1994 60,015,000 -- 58,380,000 60,015,000
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

* Includes direct acquisition costs on all purchased affiliates.
** Accounted for as a pooling of interests with no restatement of prior periods
as the amounts involved were not material to First of America.

Goodwill, the cost over the fair value of assets acquired, is amortized on a
basis which matches the periods estimated to be benefitted. Goodwill is reviewed
annually, per Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," for permanent impairment using a discounted cash flow analysis.
At December 31, 1996, First of America recognized a $1.6 million charge to
earnings, net of tax, for goodwill impairment connected to the closing of 8
branches. Goodwill, which is included in other assets in the Consolidated
Balance Sheets, amounted to $201,631,000 at December 31, 1996 and $226,979,000
at December 31, 1995.

NOTE 3: RESTRICTIONS ON CASH AND DUE FROM BANKS

Federal regulations require First of America to maintain as reserves,
minimum cash balances based on deposit levels at its subsidiary banks. Cash
balances restricted from usage due to these requirements were $289,899,000 and
$359,319,000 at December 31, 1996 and 1995, respectively.

37
<PAGE> 38

NOTE 4: CASH FLOW

For the purpose of reporting cash flows, cash and cash equivalents include
only cash and due from banks. The following schedule presents noncash investing
activities for the years 1996, 1995 and 1994.

<TABLE>
<CAPTION>
Fair Value of
Noncash Assets Liabilities Common
($ in thousands) Acquired Assumed Stock Issued Net Cash Paid
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PURCHASE OF AFFILIATES
1996
Huttenlochers Kerns Norvell, Inc. ........... $ 5,094 2,126 3,912 (944)
1995
Gulfstream Global Investors.................. 4,742 -- -- 4,742
1994
Goldome Federal Branches..................... 59,204 378,064 -- (318,860)
LGF Bancorp, Inc. ........................... 425,819 365,695 61,902 (1,778)
First Park Ridge Corporation................. 352,077 291,563 75,890 (15,376)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The following schedule details supplemental disclosures for the cash flow
statements:

<TABLE>
<CAPTION>
Assets
Transferred
Loans to Securities Total Total Income
($ in thousands) Securitized Available for Sale Interest Paid Taxes Paid
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996........................................ $ -- -- 788,875 120,643
1995........................................ 503,976 2,851,746 864,519 92,338
1994........................................ 38,838 -- 641,886 115,193
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

In conjunction with the Financial Accounting Standards Board's ("FASB")
issuance of A Guide to Implementation of Statement 115 on Accounting for Certain
Investments in Debt and Equity Securities, FASB approved the transfer of
securities from the Held to Maturity to the Available for Sale classification
during the period from November 15, 1995, to December 31, 1995, with no
recognition of any related unrealized gain or loss in current earnings.

NOTE 5: SECURITIES

The amortized cost and estimated market value of Securities Available for
Sale at December 31, 1996 and 1995 follow.

<TABLE>
<CAPTION>
1996 1995
- --------------------------------------------------------------------------------------------------------------------
Estimated Estimated
Amortized Market Average Amortized Market Average
($ in thousands) Cost Value Maturity Cost Value Maturity
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. government and agency
securities.......................... $3,483,720 3,494,016 2.6yrs $4,068,386 4,098,741 2.4yrs.
State and municipal securities........ 398,041 403,354 8.8 248,947 258,707 6.1
Collateralized mortgage obligations... 486,945 484,333 1.8 579,788 579,441 2.5
Other securities...................... 180,677 180,678 5.4 123,833 123,857 2.1
- --------------------------------------------------------------------------------------------------------------------
Total................................. $4,549,383 4,562,381 $5,020,954 5,060,746
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

38
<PAGE> 39

The following table details the gross unrealized gains and losses on
Securities Available for Sale at December 31, 1996 and 1995.

<TABLE>
<CAPTION>
1996 1995
- -----------------------------------------------------------------------------------------------------------------
Gross Gross Gross Gross
Unrealized Unrealized Unrealized Unrealized
($ in thousands) Gains Losses Gains Losses
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. government and agency securities........... $10,296 -- 30,355 --
State and municipal securities.................. 5,314 -- 9,760 --
Collateralized mortgage obligations............. -- (2,613) -- 347
Other securities................................ 1 -- 24 --
- -----------------------------------------------------------------------------------------------------------------
Total........................................... $15,611 (2,613) 40,139 347
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Except as indicated below, total securities of no individual state,
political subdivision or other issuer exceeded 10% of shareholders' equity at
December 31, 1996. At December 31, 1996 and 1995, the book value of securities
issued by the State of Michigan and all of its political subdivisions totaled
approximately $145,917,000 and $126,225,000, respectively, with a market value
of approximately $146,961,000 and $130,570,000, respectively. The securities at
December 31, 1996, represent a wide range of ratings, all of "investment grade,"
with a substantial portion rated A-1 or higher. First of America has no
concentration of credit risk in its investment portfolio.

Assets, principally securities, carried at approximately $1,569,685,000 at
December 31, 1996, and $1,516,639,000 at December 31, 1995, were pledged to
secure public deposits, exercise trust powers and for other purposes required or
permitted by law.

39
<PAGE> 40

SECURITIES AVAILABLE FOR SALE
MATURITY DISTRIBUTION AND PORTFOLIO YIELDS
($ in millions)
<TABLE>
<CAPTION>
December 31, 1996 One year or less One year to five years Five years to ten years
- -----------------------------------------------------------------------------------------------------------------------
Market Amortized Market Amortized Market Amortized
Value Cost Yield Value Cost Yield Value Cost Yield
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. government securities..... $111.6 111.5 5.73% $548.2 541.7 6.30% $ -- -- --%
U.S. agency securities......... 13.2 13.2 6.55... 333.1 335.4 5.97 774.3 773.2 6.35
State and municipal
securities*................... 69.1 68.9 7.73 50.3 49.2 9.45 45.9 45.7 7.99
Collateralized mortgage
obligations................... 0.2 0.2 5.95 -- -- -- -- -- --
Other securities............... 106.8 106.8 7.03 34.1 34.1 8.07 11.9 11.9 7.09
- -----------------------------------------------------------------------------------------------------------------------
Total.......................... $300.9 300.6 6.69% $965.7 960.4 6.41% $832.1 830.8 6.45%
- -----------------------------------------------------------------------------------------------------------------------
Market value as a percent of
amortized cost................ 100.10% 100.55 100.16
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
After ten years Total
- -----------------------------------------------------------------------------------------------------------------------
Market Amortized Market Amortized
Value Cost Yield Value Cost Yield
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. government securities..... $ -- -- --% $ 659.8 653.2 6.20%
U.S. agency securities......... 1,713.6 1,708.8 6.75 2,834.2 2,830.6 6.55
State and municipal
securities*................... 238.1 234.2 8.22 403.4 398.0 8.26
Collateralized mortgage
obligations................... 484.1 486.7 6.48 484.3 486.9 6.48
Other securities............... 27.9 27.9 4.70 180.7 180.7 6.87
- -------------------------------
Total.......................... $2,463.7 2,457.6 6.81% $4,562.4 4,549.4 6.65%
- -----------------------------------------------------------------------------------------------------------------------
Market value as a percent of
amortized cost................ 100.24 100.29
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

* Yields on state and political obligations have been adjusted to a taxable
equivalent basis using a 35% tax rate. Yields are calculated on the basis of
cost and weighted for the scheduled maturity and dollar amount of each issue.

40
<PAGE> 41

NOTE 6: RISK ELEMENTS IN THE LOAN PORTFOLIO AND OTHER REAL ESTATE OWNED

Assets earning at less than normal interest rates include (1) non-accrual
loans, (2) restructured loans (loans for which the interest rate or principal
balance has been reduced because of a borrower's financial difficulty) and (3)
other real estate owned which has been acquired in lieu of loan balances due.
Information concerning these assets, loans past due 90 days or more and other
loans of concern (loans where known information about possible credit problems
of borrowers causes management concern about the ability of such borrowers to
comply with the present loan terms) at December 31, 1996 and 1995 follows.

<TABLE>
<CAPTION>
($ in thousands) 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
BALANCES OUTSTANDING:
Non-accrual loans........................................... $ 84,185 104,174
Restructured loans.......................................... 6,414 12,327
Past due 90 days or more.................................... 26,726 28,124
Other loans of concern...................................... 30,541 17,660
Other real estate owned (included in other assets).......... 24,190 31,103
- --------------------------------------------------------------------------------
Total....................................................... $172,056 193,388
- --------------------------------------------------------------------------------
</TABLE>

Interest income of $6,481,000 and $3,052,000 during 1996 and 1995,
respectively, was recognized as income on non-accrual and restructured loans.
Had these loans been performing under the original contract terms, an additional
$7,732,000 and $10,090,000 of interest would have been reflected in interest
income during 1996 and 1995, respectively.

First of America does not have any concentrations of credit risk to any
specific borrower or within any geographic area.

NOTE 7: LOANS TO RELATED PARTIES

First of America's subsidiary banks have extended loans to directors and
executive officers of the corporation and their associates and to the directors
and executive officers of the corporation's significant subsidiaries and their
associates (other than members of their immediate families). In conformance with
First of America's written corporate policy and applicable laws and regulations,
these loans to related parties were made in accordance with sound business and
banking practices on non-preferential terms and rates available to non-insiders
of comparable creditworthiness under similar circumstances. The loans do not
involve more than the normal risk of collectibility or present other unfavorable
features. All such extensions of credit must be properly documented as complying
with this corporate policy. The aggregate loans outstanding as reported by the
directors and executive officers of the corporation and its significant
subsidiaries which exceeded $60,000 during 1996 totaled less than 5 percent of
total shareholders' equity at year-end 1996. First of America relies on its
directors and executive officers for identification of loans to their
associates.

First of America maintains a line of credit for First of America Securities,
Inc. and First of America Community Development Corporation; at December 31,
1996 only First of America Community Development Corporation had any borrowings
outstanding in the amount of $985,000. In conformance with First of America's
corporate policy and applicable law, such extensions of credit to subsidiaries
are made in accordance with sound banking practices and on non-preferential
terms and rates.

In the opinion of management, the amount and nature of these loans to
related parties and subsidiaries do not materially affect the financial
condition of First of America.

41
<PAGE> 42

NOTE 8: ALLOWANCE FOR LOAN LOSSES

An analysis of the transactions in the allowance for loan losses for 1996,
1995 and 1994 follows.

<TABLE>
<CAPTION>
($ in thousands) 1996 1995 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of year.................................. $ 241,182 228,115 188,664
Additions: Provision charged against income................. 93,456 91,488 86,571
Allowance of acquired banks, net................. -- -- 11,420
Recoveries....................................... 62,249 56,938 38,134
- --------------------------------------------------------------------------------------------
396,887 376,541 324,789
Less: Loans charged off..................................... (144,041) (135,359) (96,674)
- --------------------------------------------------------------------------------------------
Balance, end of year........................................ $ 252,846 241,182 228,115
- --------------------------------------------------------------------------------------------
</TABLE>

Management has evaluated the loan portfolio and determined that the balance
in the allowance for loan losses is adequate in light of the composition of the
loan portfolio, economic conditions and other pertinent factors.

As of December 31, 1996 and 1995, respectively, the recorded investment in
loans considered to be impaired under Statement No. 114 as amended by Statement
No. 118 was $68.7 million and $88.6 million, with an average recorded investment
in impaired loans during 1996 and 1995 of approximately $80.3 million and $81.9
million, respectively. Included in the impaired loans total as of the same
year-end dates were $29.6 and $42.6 million of impaired loans for which the
related specific allowance for loan losses were $13.7 million and $17.6 million,
respectively. The remaining $39.1 million and $46.0 million of impaired loans
did not require a specific allowance for loan losses due to the net realizable
value of loan collateral, guarantees and other factors.

NOTE 9: PREMISES AND EQUIPMENT

A summary of premises and equipment at December 31, 1996 and 1995 follows.

<TABLE>
<CAPTION>
($ in thousands) 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Land........................................................ $ 79,713 78,326
Buildings and leasehold improvements........................ 444,805 446,721
Equipment................................................... 269,099 363,241
Capital leases.............................................. 3,587 24,115
-------- -------
797,204 912,403
Less:
Accumulated depreciation and amortization................... 363,796 446,905
- --------------------------------------------------------------------------------
Total....................................................... $433,408 465,498
- --------------------------------------------------------------------------------
</TABLE>

First of America and certain of its subsidiaries have capital and operating
leases for premises and equipment under agreements expiring at various dates
through 2034. These leases, in general, provide for renewal options and options
to purchase certain premises at fair values, and require the payment of property
taxes, insurance premiums and maintenance costs. Total rental expense for all
operating leases was $16,364,000 in 1996, $17,554,000 in 1995, and $16,100,000
in 1994.

42
<PAGE> 43

The future minimum payments by year, and in the aggregate, under capital
leases and noncancelable operating leases with initial or remaining terms of one
year or more consisted of the following at December 31, 1996.

<TABLE>
<CAPTION>
($ in thousands) Capital Leases Operating Leases
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
1997........................................................ $ 386 15,919
1998........................................................ 377 12,949
1999........................................................ 322 10,312
2000........................................................ 307 8,283
2001........................................................ 286 5,441
Thereafter.................................................. 3,524 28,834
------- -------
Total minimum lease payments................................ 5,202 81,738
Amounts representing interest............................... (3,174) --
- -----------------------------------------------------------------------------------------------------
Present value of net minimum lease payments................. $ 2,028 81,738
- -----------------------------------------------------------------------------------------------------
</TABLE>

NOTE 10: LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

In accordance with Financial Accounting Standards Board Statement No. 121,
in 1996, First of America recorded an impairment on long-lived assets to be
disposed of totaling $4.3 million. The assets to be disposed of include current
or former bank premises. It is expected that the impaired assets will be
disposed of in 1997.

The carrying value of the assets at December 31, 1996, is $6.8 million. Fair
value was determined based on a combination of independent appraisals, brokers'
opinions, and offers to purchase. Management does not currently anticipate that
the ultimate disposal of the assets in 1997 will have a material effect on the
financial position, results of operations or liquidity of First of America.

NOTE 11: LONG TERM DEBT

Information relating to long term debt at December 31, 1996 and 1995
follows.

<TABLE>
<CAPTION>
($ in thousands) 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
PARENT COMPANY:
7.75% subordinated notes due July 15, 2004.................. $200,000 200,000
10.625% subordinated notes payable in equal annual
installments in 1990 through 1998, interest payable
semi-annually............................................. -- 3,111
8.50% subordinated notes due February 1, 2004............... 150,000 150,000
Revolving credit agreement.................................. -- --
6.35% subordinated debenture due December 31, 2007.......... 10,000 10,000
Capital lease obligations (Note 9).......................... 923 19,970
-------- -------
360,923 383,081
SUBSIDIARIES:
Bank notes, with interest rates ranging from 5.70% to 5.75%,
due through February 20, 1998............................. 54,992 104,971
Broker loan facilities...................................... 54,000 --
8.30% FHLB borrowing payable August, 1996................... -- 820
5.57% FHLB borrowing payable May 21, 1998................... 50,000 --
Mortgages and land contracts, payable in installments
through 1999 with interest rates ranging from 4.75% to
10.25%.................................................... 107 218
Capital lease obligations (Note 9).......................... 1,102 1,225
- --------------------------------------------------------------------------------
TOTAL LONG TERM DEBT........................................ $521,124 490,315
- --------------------------------------------------------------------------------
</TABLE>

First of America has entered into a Three-Year Competitive Advance and
Revolving Credit Facility Agreement dated as of March 25, 1994 and amended by
the First Amendment dated December 9, 1994, and by the Second Amendment dated
February 15, 1996 (collectively, the Credit Agreement). The Credit Agreement
allows First of

43
<PAGE> 44

America to borrow on a standby revolving credit basis and an uncommitted
competitive advance basis up to $350,000,000. The proceeds of all borrowings
made pursuant to the Credit Agreement will be used to provide working capital
and for other general corporate purposes.

The various loan agreements include restrictions on consolidated capital.
First of America's net worth, under the most restrictive loan covenant, may not
be less than $1,352,490,000. The indebtedness of subsidiary banks is
subordinated to the claims of their depositors and certain other creditors.
Management has determined that First of America is in compliance with all of its
loan covenants.

Maturities of outstanding indebtedness at December 31, 1996 follow.

<TABLE>
<CAPTION>
Total Principal
($ in thousands) Amount Due
- -------------------------------------------------------------------------------
<S> <C>
Year ending December 31,
1997........................................................ $ 84,160
1998........................................................ 75,174
1999........................................................ 131
2000........................................................ 127
2001........................................................ 92
Thereafter.................................................. 361,440
- -------------------------------------------------------------------------------
Total....................................................... $521,124
- -------------------------------------------------------------------------------
</TABLE>

NOTE 12: PREFERRED STOCK

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 shares of First of America Common Stock. The
rights are not currently exercisable.

If issued, each share of Series A Preferred is 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 the company. Except as described
in the Rights Agreement, holders of the Series A Preferred have no preemptive
rights to subscribe for additional securities which the company may issue. The
Series A Preferred will not be redeemable. Each share of Series A Preferred
will, subject to the rights of any other preferred stock the company may issue
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 the company, holders of Series A Preferred
will, subject to the rights of senior securities, be entitled to a preferential
liquidation payment equal to $190.00 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 on common stock. The rights
of the Series A Preferred are protected by customary antidilution provisions.

NOTE 13: STOCK OPTION PLANS

First of America maintains two stock option plans: the First of America Bank
Corporation Restated 1987 Stock Option Plan (the 1987 Plan) and the First of
America Bank Corporation Stock Compensation Plan (the 1996 Plan). The 1996 Plan
was approved at the Annual Shareholders meeting on April 17, 1996. The aggregate
number of shares of First of America Common Stock that may be issued, pursuant
to the exercise of options and restricted stock granted under the 1996 Plan,
will not exceed 3,000,000 shares. The 1987 Plan only provides for non-qualified
options.

44
<PAGE> 45

Eligible participants may be granted incentive stock options, non-qualified
stock options or restricted stock under the 1996 Plan. The Nominating and
Compensation Committee has full and final authority in its discretion to
determine all matters relating to awards under each of the Plans. None of the
members of the Nominating and Compensation Committee are eligible to participate
in either of the Plans.

As of the 1996 Plan's effective date, February 21, 1996, no further options
will be granted under the 1987 Plan, although options previously granted will
continue in effect until they are exercised, are forfeited or expire. The
options granted under the 1987 Plan are exercisable during a ten year period and
vest over a three year period, beginning on the date granted and were granted at
prices not less than the fair market value on the date of grant.

The options granted under the 1996 Plan, at fair market value, will vest one
third upon the attainment of each of three market price targets. The options
have a ten year term and may be exercised on or after October 29, 1997.

A summary of the status of First of America's stock option transactions
under the Plans as of December 31, 1996, 1995 and 1994, and the changes during
the years ended on those dates is presented below:

<TABLE>
<CAPTION>
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Options (number of shares in thousands): Shares Price Shares Price Shares Price
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year............. 1,456 $32.13 1,247 $28.34 954 $27.25
Granted*..................................... 506 54.47 325 43.25 296 33.00
Converted options from acquisition........... -- 0.00 -- 0.00 25 11.30
Exercised.................................... (195) 28.79 (102) 20.72 (23) 19.86
Forfeited.................................... (10) 40.88 (14) 35.29 (5) 35.93
----- ----- -----
Outstanding at end of year................... 1,757 38.88 1,456 32.13 1,247 28.34
- -----------------------------------------------------------------------------------------------------------
Exercisable at year end...................... 1,003 925 779
- -----------------------------------------------------------------------------------------------------------
Weighted-average exercise price of options
granted during the year.................... $54.47 43.25 33.00
- -----------------------------------------------------------------------------------------------------------
Weighted-average fair value of options
granted during the year.................... $11.18 7.88 7.34
- -----------------------------------------------------------------------------------------------------------
</TABLE>

* All options granted during 1996, represent nonqualified stock options under
the Plan.

Under the 1996 Plan, First of America issued and had outstanding 62,000
shares of restricted stock as of December 31, 1996.

As of December 31, 1996, First of America adopted the disclosure provisions
of Financial Accounting Standards Board Statement No. 123, "Accounting for
Stock-Based Compensation." Accordingly, the Company is required to disclose pro
forma net income and earnings per share both for 1996 and 1995 as if
compensation expense relative to the fair value of options granted had been
included in earnings. The fair value of each option grant was estimated using
the Black-Scholes option-pricing model with the following assumptions used for
grants in 1996, 1995 and 1994, respectively: a seven year expected life for all
years; expected volatility of 21.3 percent, 22.2 percent and 22.9 percent,
respectively; risk-free interest rates of 6.2 percent, 7.5 percent and 7.5
percent; and expected dividend yields of 8.0 percent, 8.4 percent and 8.7
percent. Had compensation cost for the Company's option plans been

45
<PAGE> 46

determined and recorded consistent with FASB Statement No. 123, the Company's
net income and earnings per share would have been reduced to the pro forma
amounts indicated in the following table:

<TABLE>
<CAPTION>
($ in thousands) 1996 1995
- ---------------------------------------------------------------------------------
<S> <C> <C>
NET INCOME
As reported................................................. $256,886 236,708
Pro forma................................................... 255,249 236,197
- ---------------------------------------------------------------------------------
EARNINGS PER SHARE
As reported................................................. $4.16 3.73
Pro forma................................................... 4.13 3.72
- ---------------------------------------------------------------------------------
</TABLE>

The following table summarizes information about fixed stock options
outstanding at December 31, 1996:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
------------------------------------------------------------------------------------------------
Range Number Weighted-Avg. Number
of Outstanding Remaining Weighted-Avg. Exercisable Weighted-Avg.
Prices at 12/31/96 Contractual Life Exercise Price at 12/31/96 Exercise Price
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$11.30 32 1.0 $11.30 32 $11.30
16.00 to 28.00 417,975 3.6 22.09 417,975 22.09
32.00 to 43.25 833,185 7.8 37.84 581,855 36.80
54.44 to 57.25 505,850 9.9 54.47 3,150 57.25
--------- ---------
1,757,042 7.4 38.88 1,003,012 28.79
------------------------------------------------------------------------------------------------
</TABLE>

NOTE 14: DIVIDENDS FROM BANKING SUBSIDIARIES

Dividends paid to First of America by its bank subsidiaries amounted to
$357,800,000 in 1996, $337,407,000 in 1995 and $173,350,000 in 1994. Banking
regulations limit the amount of dividends that First of America's banking
subsidiaries can declare during 1997 to the 1997 net profits, as defined in the
Federal Reserve Act, plus retained net profits for 1996 and 1995. In recent
years, First of America requested and obtained regulatory approval to exceed
banking regulation limits for certain subsidiary banks, based largely on the
well capitalized position of those banks. As a result, the retained net profits
for 1996 and 1995 were a negative $111 million. Under the FDIC Improvement Act
of 1993, there are strong incentives to maintaining a bank's capital at the
"well capitalized" level.

NOTE 15: CAPITAL ADEQUACY

First of America Bank Corporation and its banking subsidiaries are subject
to various regulatory capital requirements administered by the federal banking
agencies. Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, actions by regulators that, if
undertaken, could have a direct material effect on First of America's financial
statements. Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, First of America must meet specific capital guidelines
that involve quantitative measures of the banks' assets, liabilities, and
certain off-balance sheet items as calculated under regulatory accounting
practices. The banks' capital amounts and classification are also subject to
qualitative judgements by the regulators about components, risk weightings, and
other factors. Management believes that as of December 31, 1996, First of
America met all capital adequacy requirements to which it is subject.

Risk-based capital guidelines for bank holding companies and banks adopted
by the federal banking agencies were fully phased in at the end of 1992. The
minimum ratio of qualifying total capital to risk-weighted assets, (including
certain off-balance sheet items, such as standby letters of credit) under the
fully phased-in guidelines is 8 percent. At least half of the total capital must
be comprised of common stock, retained earnings, noncumulative perpetual
preferred stock, minority interests, and, for bank holding companies, a limited
amount of qualifying cumulative perpetual preferred stock, less goodwill and
certain other intangibles ("Tier 1 capital"). The remainder ("Tier 2 capital")
may consist of other preferred stock, certain other instruments, and limited
amounts of subordinated debt and reserves for credit losses. In addition, the
federal banking agencies have established

46
<PAGE> 47

minimum leverage ratio (Tier 1 capital to total average assets less goodwill and
certain other intangibles) guidelines for bank holding companies and banks.
These guidelines provide for a minimum leverage ratio of 3 percent for bank
holding companies and banks that meet certain specified criteria, including that
they have the highest supervisory rating. All other banking organizations are
required to maintain a leverage ratio of 3 percent plus an additional cushion of
at least 100 to 200 basis points. Failure to meet applicable capital guidelines
could subject a bank to a variety of enforcement remedies available to the
federal regulatory authorities. Under the prompt corrective action provisions of
the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"),
the scope and degree of regulatory intervention is linked to the level of
capital and the supervisory rating of the institution. Prompt corrective action
can include limitations on the ability to pay dividends, the issuance of a
directive to increase capital, the termination of deposit insurance by the FDlC,
and (in severe cases) the appointment of a conservator or receiver.

As of December 31, 1996, the most recent notification from the Federal
Reserve categorized First of America as well capitalized under the regulatory
framework for prompt corrective action. There are no conditions or events since
that notification that management believes have changed First of America's
category.

The following table summarizes First of America Bank Corporation's and its
significant subsidiaries' actual capital and the capital that would be required
to maintain ratios indicated as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
- ------------------------------------------------------------------------------------------------------------------
Minimum Minimum
Capital Ratio Capital Ratio Capital Ratio
($ in thousands) Amount % Required % Required %
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1996:
Total Capital (to Risk-Weighted Assets):
First of America Bank Corporation.......... $2,110,473 13.19 $1,280,315 8.00 $1,600,394 10.00
First of America Bank-Michigan, N.A........ 1,079,110 11.36 759,091 8.00 948,864 10.00
First of America Bank-Illinois, N.A........ 498,106 10.68 373,090 8.00 466,363 10.00
Tier 1 Capital (to Risk-Weighted Assets):
First of America Bank Corporation.......... 1,561,598 9.76 640,157 4.00 960,236 6.00
First of America Bank-Michigan, N.A........ 960,124 10.11 379,546 4.00 569,319 6.00
First of America Bank-Illinois, N.A........ 439,531 9.43 186,545 4.00 279,818 6.00
Tier 1 Leverage Ratio:
First of America Bank Corporation.......... 1,561,598 7.15 872,836 4.00 1,091,044 5.00
First of America Bank-Michigan, N.A........ 960,124 7.43 517,374 4.00 646,717 5.00
First of America Bank-Illinois, N.A........ 439,531 6.77 259,838 4.00 324,797 5.00
- ------------------------------------------------------------------------------------------------------------------
As of December 31, 1995:
Total Capital (to Risk-Weighted Assets):
First of America Bank Corporation.......... $2,115,254 12.89 $1,312,439 8.00 $1,640,549 10.00
First of America Bank-Michigan, N.A........ 1,044,830 11.29 740,051 8.00 925,064 10.00
First of America Bank-Illinois, N.A........ 569,208 11.27 404,041 8.00 505,051 10.00
Tier 1 Capital (to Risk-Weighted Assets):
First of America Bank Corporation.......... 1,562,239 9.52 656,220 4.00 934,329 6.00
First of America Bank-Michigan, N.A........ 928,242 10.04 370,026 4.00 555,038 6.00
First of America Bank-Illinois, N.A........ 506,077 10.02 202,020 4.00 303,031 6.00
Tier 1 Leverage Ratio:
First of America Bank Corporation.......... 1,562,239 6.70 932,812 4.00 1,166,015 5.00
First of America Bank-Michigan, N.A........ 928,242 7.00 530,642 4.00 663,303 5.00
First of America Bank-Illinois, N.A........ 506,077 7.11 284,657 4.00 355,822 5.00
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

47
<PAGE> 48

NOTE 16: EMPLOYEE PENSION PLAN

First of America and its subsidiaries have a defined benefit pension plan
that covers substantially all of its salaried employees. Benefits are based on
years of service and the employee's compensation.

Pension costs for the years 1996 and 1995 were calculated based on Financial
Accounting Standards Board Statement No. 87 "Employers' Accounting for
Pensions." Pension costs for the years ended December 31, 1996, 1995, and 1994
equaled $2,794,000, $3,980,000 and $8,073,000, respectively.

The following table presents the plan's funded status and amounts recognized
in the consolidated balance sheets at December 31, 1996 and 1995.

<TABLE>
<CAPTION>
December 31,
- --------------------------------------------------------------------------------
($ in thousands) 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATIONS:
Accumulated benefit obligation, including vested benefits
of $303,786 for 1996 and $304,707 for 1995.............. $312,448 312,916
- --------------------------------------------------------------------------------
Projected benefit obligation for service rendered to date... $376,764 379,131
Plan assets at fair value, primarily listed stocks and U.S.
Bonds..................................................... 513,864 438,752
-------- -------
Projected benefit obligation less than plan assets.......... 137,100 59,621
Unrecognized net (gain)/loss................................ (97,131) (33,192)
Unrecognized prior service cost............................. 18,832 21,367
Unrecognized net assets being recognized over 15 years...... (11,966) (13,953)
-------- -------
Prepaid pension............................................. $ 46,835 33,843
- --------------------------------------------------------------------------------
NET PENSION COST INCLUDED THE FOLLOWING COMPONENTS:
Service cost................................................ $ 15,868 11,426
Interest cost on projected benefit obligation............... 26,555 24,689
Actual return on plan assets................................ (75,333) (86,421)
Net amortization and deferral............................... 35,884 54,286
- --------------------------------------------------------------------------------
Net periodic pension cost................................... $ 2,974 3,980
- --------------------------------------------------------------------------------
</TABLE>

First of America's weighted-average discount rate was 7.75 percent at
December 31, 1996 and 7.50 percent at December 31, 1995. The rate of increase in
future compensation levels used in determining the actuarial present value of
the projected benefit obligation was 5.75 percent at year-end 1996 and 5.50
percent at year-end 1995. The expected long term rate of return on assets was
9.50 percent at December 31, 1996 and 1995. The assumed rates in place at each
year-end are used to determine the net periodic pension cost for the following
year.

48
<PAGE> 49

NOTE 17: OTHER POSTRETIREMENT BENEFITS

First of America and its subsidiaries have a Retiree Medical Plan which
provides a portion of retiree medical care premiums. First of America's level of
contribution is based on an age and service formula.

The following table presents the plan's funded status reconciled with
amounts recognized in First of America's Consolidated Balance Sheets for
December 31, 1996 and 1995:

<TABLE>
<CAPTION>
December 31,
- --------------------------------------------------------------------------------
($ in thousands) 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION:
Retirees.................................................... $(16,883) (17,932)
Fully eligible active plan participants..................... (6,801) (7,065)
Other active plan participants.............................. (10,151) (8,901)
-------- -------
(33,835) (33,898)
Plan assets at fair value................................... -- --
-------- -------
Accumulated postretirement benefit obligation in excess of
plan assets............................................... (33,835) (33,898)
Unrecognized prior service cost............................. (3,901) (4,700)
Unrecognized net (gain) loss................................ (1,306) (857)
- --------------------------------------------------------------------------------
Accrued postretirement benefit cost included in other
liabilities............................................... $(39,042) (39,455)
- --------------------------------------------------------------------------------
NET PERIOD POSTRETIREMENT BENEFIT COST FOR 1996 AND 1995
INCLUDE THE FOLLOWING COMPONENTS:
- --------------------------------------------------------------------------------
Service cost................................................ $ 977 1,092
Interest cost............................................... 2,517 2,992
Net amortization and deferral............................... (798) (524)
- --------------------------------------------------------------------------------
Net periodic postretirement benefit cost.................... $ 2,696 3,560
- --------------------------------------------------------------------------------
</TABLE>

For measurement purposes of the accrued postretirement benefit cost included
in other liabilities, 9.52 percent and 10.03 percent annual rates of increase in
the per capita cost of covered benefits (i.e., health care cost trend rate) were
assumed at December 31, 1996 and 1995, respectively; the 1996 rate was further
assumed to decline evenly to 6.00 percent by 2004. The weighted-average discount
rate used in determining the accumulated postretirement benefit obligation was
7.75 percent at December 31, 1996 and 7.50 percent at December 31, 1995. To
determine First of America's net periodic postretirement benefit cost for 1996
and 1995, a weighted average discount rate of 7.50 percent and 8.00 percent,
respectively, and the health care trend rate of 10.03 percent and 10.36 percent,
respectively, were used. The health care cost trend rate assumption has a
significant effect on the amounts reported. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would increase
the accumulated postretirement benefit obligation as of December 31, 1996 by
2.80 percent and the aggregate of the service and interest cost components of
the net periodic postretirement benefit cost for the year ended December 31,
1996 by 2.10 percent.

49
<PAGE> 50

NOTE 18: INCOME TAXES

<TABLE>
<CAPTION>
($ in thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
U.S. Federal.............................................. $121,497 125,611 103,124
State and local........................................... 7,194 8,390 5,186
- ------------------------------------------------------------------------------------------
128,691 134,001 108,310
- ------------------------------------------------------------------------------------------
Deferred:
U.S. Federal.............................................. (2,943) (6,861) 95
State and local........................................... 709 (511) (5,789)
- ------------------------------------------------------------------------------------------
(2,234) (7,372) (5,694)
- ------------------------------------------------------------------------------------------
Income taxes attributable to income from continuing
operations................................................ 126,457 126,629 102,616
Shareholders' equity, for market value adjustments on
investment securities available for sale.................. (9,292) 28,885 (32,296)
- ------------------------------------------------------------------------------------------
Total income taxes.......................................... $117,165 155,514 70,320
- ------------------------------------------------------------------------------------------
</TABLE>

As a result of the following, income tax expense attributable to income from
continuing operations differed from the "expected" amounts computed by applying
the U.S. federal income tax rate of 35 percent to pretax income from operations:

<TABLE>
<CAPTION>
($ in thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Computed "expected" tax expense............................. $134,170 127,168 113,092
Increase (reduction) in income taxes resulting from:
Tax exempt municipal obligations income................... (10,615) (9,277) (9,904)
Other, net*............................................... 2,902 8,738 (572)
- ------------------------------------------------------------------------------------------
Income taxes attributable to income from continuing
operations................................................ $126,457 126,629 102,616
- ------------------------------------------------------------------------------------------
</TABLE>

* Other, net contains no single item that exceeds five percent of the amount
calculated by multiplying income before income taxes time 35 percent (the
current federal statutory rate).

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1996 and
1995 are presented below:

<TABLE>
<CAPTION>
December 31,
- --------------------------------------------------------------------------------
($ in thousands) 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS:
Allowances for loan losses.................................. $ 88,496 83,846
Deferred compensation....................................... 9,141 8,135
Deferred loan fees.......................................... 7,974 9,392
Other....................................................... 19,049 25,109
-------- -------
Total gross deferred tax assets............................. 124,660 126,482
-------- -------
DEFERRED TAX LIABILITIES:
Premise and equipment, due to differences in depreciation... (8,605) (10,969)
Market value adjustment on securities available for sale.... (4,561) (13,853)
Tax loan loss reserve to be recaptured...................... (5,894) (11,698)
Other....................................................... (14,632) (10,520)
-------- -------
Total gross deferred liabilities............................ (33,692) (47,040)
- --------------------------------------------------------------------------------
Net deferred tax asset...................................... $ 90,968 79,442
- --------------------------------------------------------------------------------
</TABLE>

50
<PAGE> 51

NOTE 19: EARNINGS PER SHARE CALCULATION

The weighted average number of shares used in the determination of earnings
per share were:

<TABLE>
<CAPTION>
1996 1995 1994
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common and common equivalents............................... 61,775,353 63,500,784 59,811,568
- ------------------------------------------------------------------------------------------------------
</TABLE>

Common and common equivalents per share amounts were calculated by dividing
net income applicable to common shares by the weighted average number of common
shares outstanding during the respective periods adjusted for the portion of
stock options which were considered common equivalents, 412,585 in 1996, 279,856
in 1995 and 281,498 in 1994.

On December 31, 1996 and 1995, there were 59,813,234 and 63,283,857 common
shares outstanding, respectively. For the same dates, a maximum of 100,000,000
shares of $10 par value common stock was authorized.

NOTE 20: COMMITMENTS AND CONTINGENT LIABILITIES

First of America and its subsidiaries are routinely engaged in litigation,
both as plaintiff and defendant, which is incident to their business, and in
certain proceedings, claims or counter-claims have been asserted against the
Registrant's subsidiaries. Management, after consultation with legal counsel,
does not currently anticipate that the ultimate liability, if any, arising out
of such litigation and threats of litigation will have a material effect on the
financial position, results of operations or liquidity of the Registrant.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK:

In First of America's normal course of business, there are various
conditional obligations outstanding which are not reflected in the financial
statements. These financial instruments include commitments to extend credit,
standby letters of credit, commercial letters of credit, when issued securities,
securities lent and commitments to purchase foreign currency.

First of America's exposure to credit loss in the event of nonperformance by
other parties to the financial instruments with off-balance sheet risk is
represented by the contractual notional amount of these instruments. First of
America uses the same credit policies in making these commitments and
conditional obligations as it does for on-balance sheet instruments.

Unless noted otherwise, First of America does not require collateral or
other security to support financial instruments with off-balance sheet credit
risk.

A summary of the contract or notional amounts of these financial instruments
at December 31, is as follows:

<TABLE>
<CAPTION>
($ in thousands) 1996 1995
- --------------------------------------------------------------------------------------
<S> <C> <C>
Commitments on unused credit card lines..................... $ 8,115,335 8,686,390
Other commitments to extend credit.......................... 3,410,017 2,930,624
Mortgages sold with recourse................................ 61,986 79,952
Mortgage loan sale commitments.............................. 133,727 125,000
Standby letters of credit................................... 584,408 366,829
Commercial letters of credit................................ 5,345 5,280
Foreign exchange contracts.................................. 6,685 17,248
Interest rate swaps......................................... 80,000 105,507
- --------------------------------------------------------------------------------------
Total....................................................... $12,397,503 12,316,830
- --------------------------------------------------------------------------------------
</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 and may require payment of a fee. Since
many of the commitments are expected to expire without being drawn upon, the
commitment amount included in the preceding table does not necessarily represent
future cash requirements. At December 31, 1996, other commitments to extend
credit were comprised of $2,382,028,000 in unused commercial loan commitments,
$474,357,000 in commitments to fund commercial real estate, construction and
land development of which

51
<PAGE> 52

$466,189,000 was secured by real estate, and $553,632,000 in home equity lines
of credit. Collateral held on these instruments varies but may include accounts
receivable, inventory, property, plant and equipment and income-producing
commercial properties.

First of America has sold mortgage loans to the Federal National Mortgage
Association (FNMA), Government National Mortgage Association (GNMA), Federal
Home Loan Mortgage Corporation (FHLMC), and other savings institutions with full
recourse. The total unpaid principal balances of these loans were $59.3 million
at December 31, 1996 and are not included in the accompanying consolidated
balance sheets. Mortgage loan sale commitments represent agreements to deliver
mortgage loans to investors in future periods.

Standby letters of credit and commercial letters of credit are conditional
commitments issued to secure performance of a customer to a third party and are
subject to the same credit review and approval process as loans. Losses to date
have not been material.

Foreign exchange contracts are entered into for trading activities which
enable customers to transfer or reduce their foreign exchange risk. Foreign
exchange forward contracts represent First of America's largest activity in this
specialized area. Forward contracts are commitments to buy or sell at a future
date a currency at a contracted price and are settled in cash or through
delivery. The risk in foreign exchange trading arises from the potential
inability of the counterparties to deliver under the terms of the contract and
the possibility that the value of a foreign currency might change in relation to
the U.S. dollar. In the event of a default by a counterparty, the cost to First
of America would be the replacement of the contract at the current market rate.
Such credit losses to date have not been material. The risk of loss from changes
in market rate is substantially lessened because First of America limits its
risk by entering into offsetting contracts.

At December 31, 1995, First of America had interest rate swaps with a total
notional value of $105.5 million of which $8.5 million was a hedge against
certain certificates of deposit, $75.0 million as a hedge against long term debt
with the remainder as a hedge against certain other deposits and borrowings.
Although the notional amounts are often used to express the volume of these
transactions, the amounts potentially subject to credit risk are much smaller.
The company minimizes this risk by performing normal credit reviews of its
counterparties and collateralizing its exposure when it exceeds a predetermined
limit. The following table outlines First of America's interest rate caps and
interest rate swaps at December 31, 1996.

INTEREST RATE SWAPS AND INTEREST RATE CAPS
($ in thousands)

<TABLE>
<CAPTION>
Net Interest
Weighted Income
Fair Average Average Average Impact
Notional Market Maturity Rate Received Rate Paid --------------
Hedged Asset/Liability Amount Value (Mos.) Variable/Fixed Variable/Fixed 1996 1995
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest Rate Swaps:
Rising Rate CDs........... $ -- -- -- --% --% $-- (1,158)
Market Rate CDs*.......... -- -- -- -- -- (65) (808)
FHLB advance.............. -- -- -- -- -- -- 25
FirstRate Fund deposits... -- -- -- -- -- (41) (9)
Bank notes................ 30,000 602 7.4 5.80/ 5.51/ (17) 24
fixed variable
Long term debt............ 50,000 (366) 13.0 5.60/ 5.60/ (47) (894)
fixed variable
Interest rate caps.......... -- -- -- -- -- -- (1,150)
- -------------------------------------------------------------------------------------------------------------
Total....................... $80,000 236 10.9 (170) (3,970)
- -------------------------------------------------------------------------------------------------------------
</TABLE>

* This represents a basis swap.

At December 31, 1996, there were no deferred losses included in other assets
from the termination of interest rate swaps. Additionally, during 1996, no
losses were recognized in earnings related to interest rate swaps which were
marked-to-market.

52
<PAGE> 53

Interest rate caps are agreements to make payments for interest rate
differentials between an index rate and a specified maximum rate, computed on
notional amounts. First of America utilized interest rate caps in an attempt to
manage its interest rate risk. As of December 31, 1996 and 1995, First of
America had no outstanding interest rate caps.

NOTE 21: FAIR VALUE DISCLOSURE

SFAS No. 107, "Disclosure about Fair Value of Financial Instruments,"
requires disclosure of fair value information for financial instruments, whether
or not recognized in the balance sheet, for which it is practicable to estimate
that value. In cases where quoted market prices were not available, fair values
were based on estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used. Accordingly, the
aggregate fair value amounts presented do not necessarily represent the
underlying value of these instruments.

For purposes of this disclosure, estimated fair value of financial
instruments with short-term maturities is assumed to equal the recorded book
value. These financial instruments include cash and short term investments,
accrued interest receivable and payable and short term borrowings. Estimated
fair value for other financial instruments were determined as follows:

SECURITIES:

Fair values for Available for Sale securities were based on quoted market
prices. If a quoted market price was not available, fair value was estimated
using quoted market prices for similar securities.

LOANS RECEIVABLE:

For variable rate loans that reprice frequently and for which there has been
no significant change in credit risk, fair values equal carrying values. The
fair values for fixed rate loans were based on estimates using discounted cash
flow analyses and current interest rates being offered for loans with similar
terms to borrowers of similar credit quality.

LOANS HELD FOR SALE:

Fair value for loans held for sale were based on quoted market prices. If a
quoted market price was not available, fair value was estimated using market
prices for similar assets.

DEPOSIT LIABILITIES:

The fair values disclosed for demand deposits with no stated maturity (e.g.,
interest and non-interest checking, passbook savings and certain types of money
market accounts) were, by definition, equal to the amount payable on demand at
the reporting date. The carrying amounts for variable rate, fixed-term money
market accounts and certificates of deposits with less than twelve months
maturities approximate their fair values at the reporting date. Fair values for
fixed-rate certificates of deposit with maturities greater than twelve months
are estimated using a discounted cash flow calculation that applied interest
rates being offered on the same or similar certificates at the reporting date to
a schedule of aggregated expected maturities on the certificates of deposits.

LONG TERM BORROWINGS:

Fair values for First of America's long term debt (other than deposits) was
estimated based on the quoted market prices for the same or similar issues or on
the current rates offered to the company for debt with the same remaining
maturities.

OFF BALANCE SHEET INSTRUMENTS:

Fair values for unused commitments were estimated using the fees charged to
enter into similar agreements at the reporting date, taking into account the
remaining terms of the agreements and the present credit worthiness of the
counterparties. Fair values for guarantees and letters of credit were based on
fees charged for similar agreements.

53
<PAGE> 54

The fair value of forward delivery commitments, foreign exchange contracts,
interest rate swaps and interest rate caps is estimated, using dealer quotes, as
the amount that the corporation would receive or pay to execute a new agreement
with terms identical to those remaining on the current agreement, considering
current interest rates.

The estimated fair values of First of America's financial instruments for
which the fair value differs from the recorded book value for December 31, 1996
and 1995 were as follows:

<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
- ------------------------------------------------------------------------------------------------------------------
Recorded Estimated Recorded Estimated
($ in millions) Book Value Fair Value Book Value Fair Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FINANCIAL ASSETS:
Securities, Available for Sale................ $ 4,562 4,562 5,061 5,061
Loans, net.................................... 14,695 14,682 15,734 15,825
Loans held for sale........................... 108 110 101 104
FINANCIAL LIABILITIES:
Deposits*..................................... (17,619) (17,635) (19,342) (19,422)
Long term borrowings.......................... (521) (542) (490) (520)
Off-balance sheet commitments................. -- 23 -- 18
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

* SFAS No. 107 defines the fair value of demand deposits as the amount payable
on demand and prohibits adjusting fair value for any value derived from
retaining those deposits for an expected future period of time.

54
<PAGE> 55

NOTE 22: CONDENSED FINANCIAL INFORMATION -- PARENT COMPANY ONLY

The balance sheets for December 31, 1996 and 1995, and the statements of
income and statements of cash flows for the three years ended December 31, 1996
follow.

<TABLE>
<CAPTION>
December 31,
- ------------------------------------------------------------------------------------
($ in thousands) 1996 1995
- ------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE SHEETS
ASSETS
Cash and interest bearing deposits held by subsidiary
banks..................................................... $ 213,026 209,532
Investment in subsidiaries.................................. 1,825,862 1,918,540
Other assets................................................ 196,009 170,613
- ------------------------------------------------------------------------------------
Total assets................................................ $2,234,897 2,298,685
- ------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and other liabilities...................... $ 90,699 87,623
Long term debt.............................................. 360,000 383,081
---------- ---------
Total liabilities........................................... 450,699 470,704
---------- ---------
SHAREHOLDERS' EQUITY
Common stock................................................ 598,132 632,839
Surplus..................................................... 145,950 283,409
Net unrealized gain on securities available for sale, net of
tax expense of $4,561 for 1996 and $13,853 for 1995....... 8,438 25,939
Retained earnings........................................... 1,031,678 885,794
---------- ---------
Total shareholders' equity.................................. 1,784,198 1,827,981
- ------------------------------------------------------------------------------------
Total liabilities and shareholders' equity.................. $2,234,897 2,298,685
- ------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Year Ended December 31,
- ------------------------------------------------------------------------------------------
($ in thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
STATEMENTS OF INCOME
INCOME
Dividends from subsidiaries................................. $360,800 337,407 175,350
Interest and other income................................... 361,985 339,863 262,615
-------- ------- -------
Total operating income...................................... 722,785 677,270 437,965
-------- ------- -------
EXPENSES
Interest on borrowed money.................................. 30,638 33,600 27,793
Salaries and employee benefits.............................. 180,682 159,461 151,766
Amortization of intangibles................................. 5,577 5,692 5,974
Other operating expenses.................................... 197,433 199,162 139,853
-------- ------- -------
Total operating expenses.................................... 414,330 397,915 325,386
-------- ------- -------
Income before income taxes and undistributed earnings of
subsidiaries.............................................. 308,455 279,355 112,579
Applicable income tax benefit............................... 18,150 19,291 22,609
-------- ------- -------
Net income before equity in undistributed earnings (losses)
of subsidiaries........................................... 326,605 298,646 135,188
Equity in undistributed earnings (losses) of subsidiaries... (69,719) (61,938) 85,315
- ------------------------------------------------------------------------------------------
Net income.................................................. $256,886 236,708 220,503
- ------------------------------------------------------------------------------------------
</TABLE>

55
<PAGE> 56

<TABLE>
<CAPTION>
($ in thousands) 1996 1995 1994
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
STATEMENTS OF CASH FLOW
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 256,886 236,708 220,503
Adjustment to reconcile net income to net cash provided by
operating activities...................................... 69,084 113,558 (13,723)
--------- -------- --------
Net cash from operating activities.......................... 325,970 350,266 206,780
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Premises and equipment purchased............................ (12,215) (33,157) (24,845)
Proceeds from sale of premises & equipment.................. 5,467 8,444 4,974
(Acquisition)/sale of affiliates............................ -- -- --
Capital infusions, net of redemptions....................... (5,461) (31,797) (112,850)
--------- -------- --------
Net cash used in investing activities....................... (12,209) (56,510) (132,721)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long term debt.................... -- -- 438,000
Repayment of long term debt................................. (23,081) (33,339) (261,195)
Proceeds from issuance of common stock...................... (1,148) 2,105 460
Repurchase of common stock.................................. (175,228) -- (123,373)
Dividends paid.............................................. (110,810) (107,429) (96,670)
Other, net.................................................. -- (319) (268)
--------- -------- --------
Net cash provided by financing activities................... (310,267) (138,982) (43,046)
--------- -------- --------
Net increase in cash........................................ 3,494 154,774 31,013
Cash at beginning of year................................... 209,532 54,758 23,745
- ---------------------------------------------------------------------------------------------
Cash at year end............................................ $ 213,026 209,532 54,758
- ---------------------------------------------------------------------------------------------
</TABLE>

56
<PAGE> 57

SUPPLEMENTAL INFORMATION (Unaudited)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STOCK DATA
Book value per common share:
Primary................................... $ 29.83 28.89 25.12 25.60 22.12
Fully Diluted............................. 29.83 28.89 25.12 25.60 22.49
Common shares outstanding:
Weighted average.......................... 61,775,353 63,500,784 59,811,568 57,416,771 54,841,762
Year end.................................. 59,813,234 63,283,857 62,849,209 59,520,710 57,014,244
Market price of Common Stock:
High...................................... $ 60.750 46.125 40.125 42.875 37.875
Low....................................... 41.375 29.500 29.750 36.500 29.000
Year end.................................. 60.125 44.375 30.000 39.250 37.875
Number of shares traded (in thousands).... 22,841 19,427 18,313 13,708 14,284
Price earnings ratio*..................... 14.5x 11.9 8.1 9.3 15.4
Dividend yield (at year end).............. 3.13% 3.97 5.60 4.08 3.70
Dividend payout ratio..................... 43.03 45.58 43.90 35.71 53.25
NON-FINANCIAL DATA
Number of common shareholders*............ 30,200 31,300 30,900 28,400 23,800
Number of banking subsidiaries*........... 4 4 8 20 23
Number of banking offices*................ 604 613 630 572 551
Number of employees (FTE)*................ 12,148 12,690 13,307 13,330 12,940
Number of automated teller machines*...... 721 675 647 546 498
RETURN ON EQUITY AND ASSETS
Return on average total assets............ 1.16% 1.00 0.98% 1.20 0.75
Return on average common shareholders'
equity.................................. 14.39 13.89 14.44 18.01 11.67
Return on average total shareholders'
equity.................................. 14.39 13.89 14.44 17.50 11.38
Average common shareholders' equity as a
percent of total average assets......... 8.04 7.17 6.77 6.52 5.91
Average shareholders' total equity as a
percent of total average assets......... 8.04 7.17 6.77 6.88 6.63
- -----------------------------------------------------------------------------------------------------------
</TABLE>

* Prior years numbers not restated.

57
<PAGE> 58

QUARTERLY INFORMATION (Unaudited)
($ in millions except per share data)
<TABLE>
<CAPTION>
1996 Quarters 1995 Quarters
- -----------------------------------------------------------------------------------------------------------------

Fourth Third Second First Fourth Third Second First
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF EARNINGS
Total interest income................ $409.0 412.1 415.4 427.0 437.5 442.0 460.6 456.4
Total interest expense............... 183.8 186.6 190.1 200.6 210.6 217.4 226.3 218.3
- -----------------------------------------------------------------------------------------------------------------
Net interest income.................. 225.2 225.5 225.3 226.4 226.9 224.6 234.3 238.1
Provision for loan losses............ 23.6 21.9 23.2 24.6 27.7 21.4 22.0 20.5
- -----------------------------------------------------------------------------------------------------------------
Net interest income after
provision.......................... 201.6 203.6 202.1 201.8 199.2 203.2 212.3 217.6
- -----------------------------------------------------------------------------------------------------------------
Non-interest income:
Service charges on deposit
accounts........................... 29.7 29.0 27.6 26.1 25.6 25.3 25.1 24.3
Trust income......................... 29.5 28.1 29.1 27.4 24.8 24.4 23.3 21.7
Investment securities transactions... 0.3 (0.1) (0.5) (0.3) 1.0 0.5 0.1 (1.5)
Other operating income............... 70.7 42.0 39.8 41.0 49.4 42.0 35.0 25.1
- -----------------------------------------------------------------------------------------------------------------
Total non-interest income............ 130.2 99.0 96.0 94.2 100.8 92.2 83.5 69.6
- -----------------------------------------------------------------------------------------------------------------
Non-interest expense:
Salaries and wages................... 97.0 96.5 93.6 90.5 85.9 86.3 90.9 93.2
Employee benefits.................... 19.9 17.6 18.2 20.8 16.2 16.4 19.9 22.2
- -----------------------------------------------------------------------------------------------------------------
Total personnel costs................ 116.9 114.1 111.8 111.3 102.1 102.7 10.8 115.4
Occupancy, net....................... 16.1 16.6 15.3 16.8 16.9 15.8 15.1 16.3
Equipment............................ 14.6 14.8 14.3 14.7 15.2 14.9 14.5 14.7
Data processing...................... 5.4 4.6 4.5 4.7 4.8 4.5 4.7 4.8
Amortization of intangibles.......... 7.6 5.3 5.2 5.2 5.3 5.3 5.4 5.3
Other operating expenses............. 47.8 72.5 52.2 52.8 54.1 50.1 58.5 58.1
- -----------------------------------------------------------------------------------------------------------------
Total non-interest expense........... 208.4 227.9 203.3 205.5 198.4 193.3 209.0 214.6
- -----------------------------------------------------------------------------------------------------------------
Income before income tax............. 123.4 74.7 94.8 90.5 101.6 102.1 86.8 72.6
Applicable income tax expense........ 39.4 23.7 32.5 30.9 35.6 35.4 30.3 25.3
- -----------------------------------------------------------------------------------------------------------------
Net income........................... $84.0 51.0 62.3 59.6 66.0 66.7 56.5 47.3
- -----------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE DATA
Earnings per common share............ $1.38 0.84 1.00 0.94 1.04 1.05 0.89 0.75
Common stock cash dividend paid...... 0.47 0.44 0.44 0.44 0.44 0.42 0.42 0.42
Market price of Common Stock:
High................................. 60.750 53.375 47.75 46.500 46.125 45.250 38.000 34.250
Low.................................. 51.625 43.625 43.750 41.375 41.750 36.375 33.125 29.500
Period-end........................... 60.125 52.625 44.750 46.375 44.375 42.875 37.125 33.625
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

58
<PAGE> 59

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Reference is made to the information under the headings "Election of
Directors" on pages 2 through 4 and "Other Matters" on page 30 of the
Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders
to be held in 1997. Such information is incorporated herein by reference. The
information concerning executive officers of the Registrant appears on page 6 in
Part I of this document.

ITEM 11. EXECUTIVE COMPENSATION

Reference is made to those portions of the information under the heading
"Executive Compensation," other than the "Compensation Committee Report on
Executive Compensation" and the "Performance Graph," on pages 6 through 21 of
the Registrant's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held in 1997. Such information is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Reference is made to the information in the Registrant's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held in 1997 under the
headings "Principal Shareholders" on pages 1 and 2, and "Election of Directors"
on pages 2 through 4 regarding ownership of the Registrant's securities. Such
information in incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reference is made to the information under the heading "Interest of
Management in Certain Transactions" on page 21 of the Registrant's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held in 1997. Such
information in incorporated herein by reference.

59
<PAGE> 60

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:

1. Financial Statements
Report of Independent Auditors
Consolidated Balance Sheets -- December 31, 1996 and 1995
Consolidated Statements of Income -- three years ended December 31,
1996
Consolidated Statements of Changes in Shareholders' Equity -- three
years ended December 31, 1996
Consolidated Statements of Cash Flows -- three years ended December
31, 1996
Notes to Consolidated Financial Statements

The above listed auditor's report, consolidated financial statements and
notes to consolidated financial statements are included under "Item 8.
Financial Statements and Supplementary Data" of this document.

2. Financial statement schedules required by Article 9 of Regulation S-X
are inapplicable.

3. Exhibits required by Item 601 of Regulation S-K.

(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.

Not applicable

(3) Articles of Incorporation and Bylaws

A. A copy of the Bylaws of the Registrant as currently in effect
was filed as Exhibit (3) to the Registrant's Quarterly Report on Form
10-Q (Commission File No. 1-10534) for the quarter ended March 31,
1996, and is incorporated herein by reference.

B. A copy of the Restated Articles of Incorporation of the
Registrant was filed as an Exhibit to the Registrant's Quarterly Report
on Form 10-Q (Commission File No. 1-10534) for the quarter ended
September 30, 1992, and is incorporated herein by reference.

(4) Instruments defining the rights of security holders, including
indentures.

A. Instruments defining the rights of security holders are included
in the Registrant's Articles of Incorporation and Bylaws. See (3) A and
B, above.

B. A copy of the Rights Agreement between the Registrant and First
of America Bank -- Michigan, N.A., as Rights Agent, dated as of July
18, 1990, was filed as Exhibit (4) to the Registrant's Current Report
on Form 8-K (Commission File No. 0-6469), dated July 18, 1990, and is
incorporated herein by reference.

C. A copy of the Subordinated Indenture between the Registrant, as
Issuer, and First Trust National Association, as Trustee, dated as of
November 1, 1991, was filed as Exhibit (4)C to the Registrant's Annual
Report on Form 10-K (Commission File No. 1-10534) for the year ended
December 31, 1991, and is incorporated herein by reference, and a copy
of the First Supplemental Indenture dated as of July 1, 1994 was filed
as Exhibit 99.3 to the Registrant's Current Report on Form 8-K
(Commission File No. 1-10534) dated July 25, 1994, and is incorporated
herein by reference.

D. The Registrant is a party to various other instruments defining
the rights of holders of long term debt, none of which authorizes
securities in excess of 10 percent of the total assets of the
Registrant and its subsidiaries on a consolidated basis. None of such
instruments (except such as may be filed under (10) Material Contracts)
are filed with this Report. The Registrant hereby agrees to furnish a
copy of any such instrument to the Commission upon request.

(9) Voting trust agreement.

Not applicable.

(10) Material contracts

60
<PAGE> 61

* Denotes management contracts and compensatory arrangements required to
be filed as Exhibits and in which the Registrant's executive officers
participate.

A. A copy of the Three-Year Competitive Advance and Revolving
Credit Facility Agreement (the "Credit Agreement") dated March 25,
1994, among the Registrant and the several lenders named therein was
filed as Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q
(Commission File No. 1-10534) for the quarter ended March 31, 1994 and
is incorporated herein by reference. The First Amendment dated December
9, 1994, was filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 (Commission File No.
1-10534) and is incorporated herein by reference. The Second Amendment
to the Credit Agreement dated February 15, 1996, was filed as Exhibit
(10)A to the Registrant's Annual Report on Form 10-K (Commission File
No. 1-10534) for the year ended December 31, 1995 and is incorporated
herein by reference.

B.* A copy of the First of America Bank Corporation Annual
Incentive Compensation Plan for Key Corporate and Affiliate Executives,
in which the Registrant's executive officers participate, was filed as
an Exhibit to the Registrant's Annual Report on Form 10-K (Commission
File No. 0-6469) for the year ended December 31, 1988 and is
incorporated herein by reference, and a copy of the Amendment to this
plan was filed as Exhibit (10) to the Registrant's Quarterly Report on
Form 10-Q (Commission File No. 0-6469) dated September 30, 1990, and is
incorporated herein by reference.

C.* A copy of the Registrant's Excess Benefit Plan as restated,
effective January 1, 1994 and in which the Registrant's executive
officers participate is filed herewith.

D.* A copy of the Registrant's Supplemental Retirement Plan amended
to date and in which the Registrant's executive officers participate is
filed herewith.

E.* A copy of the Registrant's Supplemental Savings Plan as amended
and restated January 1, 1994, in which the Registrant's executive
officers participate is filed herewith.

F.* A copy of the Restated First of America Bank Corporation 1987
Stock Option Plan, as amended to date and in which the Registrant's
executive officers participate is filed herewith.

G.* A copy of First of America's Long-Term Incentive Plan as
amended and restated for performance periods commencing July 1, 1988,
and thereafter, in which the Registrant's executive officers
participate, was filed as Exhibit (10F) to the Registrant's
Registration Statement on Form S-4 filed July 28, 1988 (Reg. No.
33-23365) and is incorporated herein by reference, and a copy of the
Amendment to this document was filed as Exhibit (10) to the
Registrant's Quarterly Report on Form 10-Q (Commission File No. 0-6469)
dated September 30, 1990, and is incorporated herein by reference.

H.* A copy of the composite form of the Management Continuity
Agreements dated November 20, 1996, entered into by the Registrant and
its executive officers is filed herewith.

I.* Copies of the composite forms of the Management Continuity
Agreements dated February 15, 1995, entered into by the Registrant or a
subsidiary and certain senior officers was filed as an Exhibit to the
Registrant's Annual Report on Form 10-K (Commission File No. 1-10534)
for the year ended December 31, 1994 and are incorporated herein by
reference.

J.* A copy of the Executive Management Plans Trust Agreement dated
July 19, 1995 between the Registrant and Wachovia Bank of North
Carolina, N.A. intended to fund benefits under the Management
Continuity Agreements (see Exhibits (10)H and (10)I above) is filed
herewith.

K.* A copy of First of America Bank Corporation Stock Compensation
Plan, as amended to date and in which the Registrant's executive
officers participate is filed herewith.

L.* A copy of the First of America Bank Corporation Director
Deferred Compensation Plan, effective April, 1996, was filed as Exhibit
(10) to the Registrant's Quarterly Report on Form 10-Q (Commission File
No. 1-10534) for the quarter ended March 31, 1996, and is incorporated
herein by reference.

61
<PAGE> 62

M. A copy of the Clearing, Custody and Financing Agreement between
the Registrant and BankAmerica is filed herewith.

N. A copy of the General Loan and Collateral Agreement between the
Registrant and Chemical Bank is filed herewith.

O. A copy of the Broker Loan Pledge and Security Agreement between
the Registrant and First National Bank of Chicago is filed herewith.

(11) Statement re computation of per share earnings

The computation of common and common equivalents and fully diluted
earnings per share is described in Note 19 of the Registrant's Notes to
Consolidated Financial Statements included in "Item 8. Financial Statements
and Supplementary Data" of this document.

(12) Statement re computation of ratios

Not applicable.

(13) Annual Report to Security Holders, Form 10-Q or Quarterly Report
to Security Holders.

Not applicable.

(16) Letter re change in certifying accountant

Not applicable.

(18) Letter re change in accounting principles

Not applicable.

(21) Subsidiaries of the Registrant

The subsidiaries of the Registrant as of the date of this document are
as follows:

<TABLE>
<CAPTION>
Name Place of Incorporation
- -----------------------------------------------------------------------------------------
<S> <C>
First of America Bank -- Indiana Indiana
First of America Bank -- Illinois, N.A. United States
First of America Bank -- Michigan, N.A. United States
First of America Bank -- Florida, FSB Florida
First of America Brokerage Service, Inc. Michigan
First of America Community Development Corporation Michigan
First of America Insurance Company Arizona
First of America Loan Services, Inc. Michigan
First of America Mortgage Company Michigan
First of America Investment Corporation Michigan
First of America Securities, Inc. Michigan
First of America Trust Company Illinois
FOA Investco -- Michigan, Inc. Michigan
CNB Investment Company Michigan
New England Trust Company Rhode Island
First of America Insurance Group -- Michigan, Inc. Michigan
First of America Insurance Group -- Illinois, Inc. Illinois
</TABLE>

(22) Published report regarding matters submitted to a vote of
security holders.

Not applicable.

(23) Consents of experts

Consent of KPMG Peat Marwick

62
<PAGE> 63

(24) Power of Attorney

Power of Attorney signed by various directors of the Registrant
authorizing Richard F. Chormann or Thomas W. Lambert to sign this Report on
their behalf.

(27) Financial Data Schedule

Financial Data Schedule is filed herewith an Exhibit.

(99) Additional exhibits

Not applicable.

(b) Reports on Form 8-K

No Reports on Form 8-K were filed by the Registrant during the three
months ended December 31, 1996.

An Exhibit Index and Exhibits are attached to this Report.

(d) Financial Statement Schedules

Financial Statement Schedules are inapplicable. See Item 14 (a) 2 above.

63
<PAGE> 64

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

FIRST OF AMERICA BANK CORPORATION

By: /s/ RICHARD F. CHORMANN

--------------------------------------
Richard F. Chormann
Chairman, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>

/s/ RICHARD F. CHORMANN Director, Chairman, President and February 21, 1997
- --------------------------------------------------- Chief Executive Officer
Richard F. Chormann

/s/ THOMAS W. LAMBERT Executive Vice President and Chief February 21, 1997
- --------------------------------------------------- Financial Officer (Principal
Thomas W. Lambert Financial Officer and Principal
Accounting Officer)
</TABLE>

*DIRECTORS

<TABLE>
<S> <C> <C>
Jon E. Barfield Clifford L. Greenwalt Daniel R. Smith
John W. Brown Dorothy A. Johnson Ley S. Smith
Joseph J. Fitzsimmons Robert L. Hetzler James S. Ware
Joel N. Goldberg Martha M. Mertz
*By: /s/ THOMAS W. LAMBERT
- ---------------------------------------------------
Attorney in Fact
</TABLE>

64
<PAGE> 65
EXHIBIT INDEX

Exhibit No.

10(C) Excess Benefit Plan as Restated, Effective January 1, 1994

10(D) Supplemental Retirement Plan amended to date

10(E) Supplemental Savings Plan as Amended & Restated

10(F) The Restated First of America Bank Corporation 1987 Stock
Option Plan as amended to date

10(H) Composite form of the Management Continuity Agreements dated
November 20, 1996

10(J) Executive Management Plans Trust Agreement between the
Registrant and Wachovia Bank of North Carolina N.A.

10(K) First of America Bank Corporation Stock Compensation Plan as
amended to date

10(M) Clearing Custody and Financing Agreement between the Registrant
and BankAmerica

10(N) General Loan and Collateral Agreement between the Registrant
and Chemical Bank

10(O) Broker Loan Pledge and Security Agreement between the
Registrant and First National Bank of Chicago

23 Consent of KPMG Peat Marwick LLP

24 Power of Attorney

27 Financial Data Schedule

<PAGE> 1

EXHIBIT (10)C

FIRST OF AMERICA BANK CORPORATION
EXCESS BENEFIT PLAN
AS RESTATED, EFFECTIVE JANUARY 1, 1994
---------------------

WHEREAS, First of America Bank Corporation ("FABC"), a Michigan bank
holding corporation, maintains the First of America Bank Corporation Employees'
Retirement Plan ("Pension Plan"), a qualified defined benefit pension plan for
its employees and employees of affiliated banks and other subsidiaries, and

WHEREAS, the amount of retirement benefits provided by the Plan to covered
participants and the amount of a covered participant's compensation that may be
considered in calculating retirement benefits are limited by the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended, and the Internal
Revenue Code of 1986 (the Code), as amended; and

WHEREAS, on October 12, 1983, FABC adopted and has maintained the First of
America Bank Corporation Unfunded Deferred Excess Benefit Plan, now titled the
First of America Bank Corporation Excess Benefit Plan (the "Plan") to
supplement retirement benefits of participants who would be entitled to a
greater retirement benefit except for the maximum benefit limitations of the
Plan that are required by ERISA and the Code; and

WHEREAS, FABC wishes to amend the Plan to modify the Plan's distribution
provisions;

NOW THEREFORE, the Plan is amended and restated, effective January 1,
1994, to provide as follows:

1. Purpose of Plan. This Plan is maintained as an unfunded, excess
benefit plan. Benefits shall only be payable to those persons who are
participants in the Pension Plan, and whose benefits payable from the Pension
Plan are reduced due to the limitations of Section 415 of the Code and
applicable Treasury Regulations, as now in effect and as may be amended,
imposing restrictions on the maximum benefits that may be provided to a
participant in a defined benefit pension plan qualified under Section 401(a) of
the Code.

2. Eligibility. Only persons who are salaried employees of FABC, or any
of its affiliates, and are participants in the Pension Plan shall be eligible
to participate in the Plan. A participant in the Pension Plan, whose accrued
benefit is limited by Section 415 of the code and applicable Treasury
Regulations, both as amended, shall be a participant in this Plan
(Participant).

3. Meaning of Terms. For purposes of this Plan, all of the terms and
conditions of the Pension Plan, as in effect now, or as may be amended, shall
be deemed to be incorporated herein by reference and made a part of the Plan,
including, but not limited to, provisions of the Pension Plan relating to
vesting, early retirement date and benefits, and late retirement date and
benefits, except that the following provisions of the Pension Plan shall not be
applicable to the Plan, unless otherwise indicated to the contrary:

Article I, Section 15, "Fund"
Article I, Section 37, "Trustee"
Article I, Section 38, "Vested Funds"
Article IV, Section 8, "Maximum Permissible Benefits Payable from Plan"
Article VII, "Retirement Benefit Payments"
Article VIII, "Financing"
Article XI, "Amendment"
Article XII, "Termination of Plan"
Article XIII, "Governing Law"

4. Determination of Benefits. For purposes of determining

<PAGE> 2

benefits payable under this Plan, a Participant's vested Accrued Benefits (as
defined in the Pension Plan) shall first be calculated pursuant to the terms
and conditions of the Pension Plan in effect at the date of a Participant's
cessation of employment for any reason, except that the provisions of Article
IV, Section 8 of the Pension Plan (Maximum Permissible Benefits Payable from
Plan), shall not be taken into account. Such amount shall hereinafter be
referred to as the Preliminary Pension Amount.

Such a Participant's vested Accrued Benefit shall then be calculated
by reference to the Pension Plan, as in effect at the date of such
Participant's cessation of employment for any reason, but shall take into
account the provisions of Article IV, Section 8 of the Pension Plan (Maximum
Permissible Benefits Payable from Plan). Such amount shall hereinafter be
referred to as the Limited Pension Amount.

The excess, if any, of the Preliminary Pension Amount over the
Limited Pension Amount (the "Excess Benefit") shall then be calculated. The
Excess Benefit shall be actuarially adjusted for all factors specified in the
Pension Plan including, but not limited to, early, deferred or late retirement,
and alternative forms of benefits payable pursuant to the Pension Plan.

5. Distribution of Benefits. The Excess Benefit shall be paid to the
Participant (or his designated beneficiary) under the terms of the Plan. The
timing and form of payment and the payee of benefits from this Plan shall
coincide with and be identical to the payment of benefits paid to a Participant
(or his beneficiary) under the Pension Plan.

(a) Alternate Form of Payment. Notwithstanding these general provisions,
a Participant, who retires on or after his Normal, Early, Late or Total and
Permanent Disability Retirement Date (collectively referred to as the
Participant's Retirement Date), may elect to receive a distribution of Plan
benefits in the form of a single lump- sum benefit to be paid within thirty
days following the commencement of benefit payments under the Pension Plan (the
Benefit Commencement Date).

(b) Timing of Election. Such election must be made by the Participant on
a form provided by FABC and delivered to FABC by the earlier of:

(i) Three months prior to the Participant's Retirement Date; or
(ii) The last day of the calendar year preceding the calendar year in
which the Participant's Retirement Date occurs.

Notwithstanding the above provisions, a Participant, whose Retirement Date
is on or before March 1, 1995, may make an election under this Section until
December 1, 1994.

(c) Post-Retirement Date Election. Notwithstanding the Participant's
prior election to the contrary, after the Participant's Retirement Date occurs,
the Participant, or in the event of the Participant's death, the Participant's
beneficiary may elect to receive an immediate payment of the remaining benefits
payable under the Plan in a single lump-sum payment. This payment shall be
equal to:

Lump-Sum Amount multiply by (1.0 - Penalty Rate)

"Lump-Sum Amount" shall mean the amount determined in accordance with the
provisions of Subsection (d) below.

"Penalty Rate" shall mean the greater of .06 or two-thirds of the interest
rate, expressed as a decimal, that would be used (as of the first day of
the Plan Year in which the distribution occurs) by the Pension Plan for
purposes of valuing a lump-sum distribution under $3,500, as described in
Code Section 417(e)(3)(A)(ii)(II) (the "417 Rate").
<PAGE> 3

(d) Calculation of Lump-Sum Payments. Lump-sum payments under this Plan
shall be determined pursuant to the terms of the Pension Plan, except that
the assumed rate of interest for purposes of calculating the Actuarial
Equivalent, as otherwise determined pursuant to Article I, Section 2 of
the Pension Plan, shall be the greater of:
(i) The average interest rate initially disclosed by FABC in the
financial statement footnote required by Financial Accounting
Standard 87 (notwithstanding any subsequent changes made to such
rate by FABC) as the assumed long term rate of return on plan
assets to determine FABC's Pension Plan expense for the three
consecutive years prior to the year in which the month preceding
distribution falls; or

(ii) The 417 Rate.

(e) Automatic Cash-Out of Benefits. In the event that a Participant
terminates employment with FABC prior to becoming eligible to commence
receiving retirement benefits from the Pension Plan, the benefits under
this Plan shall be paid to the Participant in a single lump-sum payment
within 60 days following the date of the Participant's termination of
employment. In all other cases, in the event that the value of a
Participant's benefits under this Plan do not exceed $3,500, as determined
by the interest rate described in Section 5(d) above, such benefits shall
be paid in a single lump-sum payment within 60 days following the date of
the Participant's termination of employment.

6. Unsecured Creditors. Nothing contained herein, and no action taken
pursuant to the provisions of this Plan shall create or be construed to create
a trust of any kind, or a fiduciary relationship between FABC, its affiliates,
Participants or any other person. To the extent that a Participant or any
other person acquires a right to receive payments under the terms of this Plan,
such rights shall be no greater than the rights of an unsecured general
creditor of FABC or its affiliates. Except for payments following a Change in
Control, all payments made under the terms of this Plan shall be made from the
general funds of FABC, or its affiliates, and no other segregation of assets
shall be made for the payment of any benefits under the terms of this Plan to
any Participant or beneficiary thereof. Notwithstanding the foregoing, FABC
may establish an irrevocable Rabbi Trust to provide funding of benefits payable
under the Plan. At all times, the assets of such trust shall remain subject to
the claims of FABC's creditors and Participants' claims to such assets shall be
no greater than those of an unsecured, general creditor of FABC.

7. Payment of Benefits upon Change in Control. Notwithstanding any
other provision of this Plan to the contrary, the present, lump- sum value of a
Participant's benefits under this Plan shall be calculated by using the
actuarial assumptions described in Article I, Section 2 of the Pension Plan in
effect at the time of payment, within 30 days after the Committee receives
notice, knows, or has reason to know that a Change in Control has occurred.
Within said 30 days, the Committee shall prepare a listing of such lump-sum
amounts for each Participant and shall deliver such list to the Trustee of the
Company's Executive Management Plans Trust known to the Committee to hold funds
securing the benefits of the Plan, for payment directly to Participants.

A Participant may elect to not receive such a lump-sum distribution, and
to have his Plan benefits distributed in accordance with Section 5. An
election pursuant to this section must be made by a Participant or Beneficiary
on a form provided by FABC and be delivered to FABC prior to the earlier of:

(a) Three months prior to a Change in Control; or
(b) The last day of the calendar year preceding the calendar
year in which a Change in Control occurs.
<PAGE> 4

A Change in Control of the Company shall have occurred:

(a) on the fifth day preceding the scheduled expiration date of a tender
offer by, or exchange offer by any corporation, person, other entity
or group (other than the Company or any of its wholly owned
subsidiaries), to acquire Voting Stock of the Company if:

(i) after giving effect to such offer such corporation, person,
other entity or group would own twenty-five percent (25%) or
more of the Voting Stock of the Company;
(ii) there shall have been filed documents with the Securities and
Exchange Commission ("SEC") in connection therewith (or, if no
such filing is required, public evidence that the offer has
already commenced); and
(iii) such corporation, person, other entity or group has secured all
required regulatory approvals to own or control twenty-five
percent (25%) or more of the Voting Stock of the Company;

(b) if the shareholders of the Company approve a definitive agreement to
merge or consolidate the Company with or into another corporation in
a transaction in which neither the Company nor any of its wholly
owned subsidiaries will be the surviving corporation, or to sell or
otherwise dispose of all or substantially all of the Company's assets
to any corporation, person, other entity or group (other than the
Company or any of its wholly owned subsidiaries), and such definitive
agreement is consummated;

(c) if any corporation, person, other entity or group (other than the
Company or any of its wholly owned subsidiaries) becomes the
Beneficial Owner (as defined in the Company's Articles of
Incorporation) of stock representing twenty-five percent (25%) or
more of the Voting Stock of the Company; or

(d) if during any period of two (2) consecutive years Continuing
Directors cease to comprise a majority of the Company's Board of
Directors.

The term "Continuing Director" means:

(a) any member of the Board of Directors of the Company at the beginning
of any period of two (2) consecutive years; and

(b) any person who subsequently becomes a member of the Board of
Directors of the Company; if

(i) such person's nomination for election or election to the Board
of Directors of the Company is recommended or approved by
resolution of a majority of the Continuing Directors; or
(ii) such person is included as a nominee in a proxy statement of the
Company distributed when a majority of the Board of Directors of
the Company consists of Continuing Directors.

"Voting Stock" shall mean those shares of the Company entitled to vote
generally in the election of directors.

8. Amendment. FABC, acting through its Board of Directors, reserves the
right at any time to terminate, modify or amend any of the provisions of this
Plan without the consent of any Participant or beneficiary, provided that no
such amendment shall adversely affect the rights of retired Participants or
their beneficiaries with respect to benefits in pay status prior to such
amendment. In addition, any amendment, modification, suspension or termination
of any provision of the Plan may only be made effective prospectively, and
shall not reduce the benefits accrued under this Plan to the date of such
amendment, modification, suspension or termination.

<PAGE> 5

9. General Limitations and Provisions. Nothing contained in this Plan
shall give any employee the right to be retained in the employment of FABC or
any of its affiliates or affect the right of FABC or any of its affiliates to
dismiss any employee. The adoption of the Plan shall not constitute a contract
between FABC, or any of its affiliates, and any employee.

11. Alternate Payment of Benefits. Every person receiving or claiming
benefits under this Plan shall be presumed to be mentally competent and of full
legal age until the date on which the Committee receives a written notice, that
such person is incompetent or a minor for whom a guardian or other person
legally vested with the care of his person or estate has been appointed;
provided, however, that if the Committee shall find that any person to whom a
benefit is payable is unable to care for his affairs because of incompetency or
the person is a minor, any payment due (unless a prior claim therefore shall
have been made by a duly appointed legal representative) may be paid to the
spouse, child, parent, brother, or sister of such person, or to any person or
institution deemed by the Committee to have incurred expense for such person
otherwise entitled to payment. To the extent permitted by law, any such
payment so made shall be a complete discharge of liability therefor under this
Plan.

In the event a guardian of the estate of any person receiving or claiming
benefits under this Plan shall be appointed by a court of competent
jurisdiction, benefit payments may be made to such guardian provided that
proper proof of appointment and continuing qualification is furnished to the
Company. To the extent permitted by law, any such payment so made shall be a
complete discharge of any liability therefor under the Plan.

12. Nonalienability. Except as otherwise required by law, no amount
payable under this Plan shall be subject to alienation by anticipation, sale,
transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of
any kind, or be subject to the debts or liabilities of any person. Any attempt
to alienate any amount payable under this Plan payable presently or in the
future, shall be void. If any person shall attempt to, or shall alienate,
sell, transfer or assign, pledge, attach, charge, or otherwise encumber any
amount payable under this Plan, or if any amount payable to a person would be
subject to that person's debts and liabilities, so that such person would not
be able to enjoy such amount, then the Committee may elect to direct that such
amount be withheld and that the same be paid or applied to or for the benefit
of such person, his spouse, children or other dependents, or any of them, in
such manner and proportion as the Committee may deem proper.

13. No Personal Liability - Committee. No member of the Committee shall
be personally liable by reason of any contract or other instrument executed by
him or on his behalf in his capacity as a member of the Committee, nor for any
mistake of judgment made in good faith, and FABC shall indemnify and hold
harmless each member of the Committee and each other officer, employee or
director of FABC to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated, against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of
a claim with approval of the Committee) arising out of any act or omission to
act in connection with the Plan, unless arising out of such person's own fraud
or bad faith.

14. Designation of Beneficiaries. Each Participant shall file with the
Committee a written designation of one or more persons as the beneficiary who
shall be entitled to receive the amount, if any, payable under this Plan in the
event of his death. A designation of beneficiary filed by a Participant with
respect to his benefits under the Pension Plan shall be deemed a designation of
beneficiary by such

<PAGE> 6

Participant for purposes of this Plan.

A Participant may revoke or change his beneficiary designation without the
consent of any prior beneficiary by filing a new designation with the
Committee. The last such designation received by the Committee shall be
controlling, except that no designation, change or revocation shall be
effective unless received by the Committee prior to the Participant's death,
and in no event shall such designation be effective prior to the date received
by the Committee. If no such beneficiary designation is in effect at the time
of a Participant's death, or if no designated beneficiary survives the
Participant, or such designation conflicts with law, payment of the amount, if
any, payable under the Plan upon his death shall be made to the Participant's
estate.

If the Committee is in doubt as to the right of any person who receives
such amount, the Committee may retain such amount without liability for any
interest thereon, until the rights to such amount are determined or the
Committee may pay such amount into any court of appropriate jurisdiction and
such payment shall be a complete discharge of the liability of FABC, FABC's
affiliates, the Plan and the Committee.

15. Federal Income Tax Withholding. FABC may withhold from any benefits
payable under this Plan any and all taxes required pursuant to any law or
governmental regulation or ruling.

16. Applicable Law. This Plan shall be construed and enforced according
to the laws of the State of Michigan to the extent not pre- empted by federal
law.

17. Binding Nature of Plan. This Plan shall be binding upon the
successors and assigns of FABC and the heirs and successors of Participants.

<PAGE> 7

IN WITNESS WHEREOF, the foregoing Plan has been executed by First of
America Bank Corporation, by a duly authorized officer this 20th day of May,
1996.

Attest: FIRST OF AMERICA BANK CORPORATION

By: /S/ RICHARD V. WASHBURN
Richard V. Washburn Its:
Senior Vice President -
Human Resources

<PAGE> 1

EXHIBIT (10)D

FIRST OF AMERICA BANK CORPORATION
SUPPLEMENTAL RETIREMENT PLAN

WHEREAS, First of America Bank Corporation ("FABC"), a Michigan bank
holding corporation, maintains the First of America Bank Corporation Employees'
Retirement Plan (Pension Plan), a qualified defined benefit pension plan for
its employees and employees of affiliated banks and other subsidiaries, and

WHEREAS, FABC has entered into nonqualified deferred compensation
agreements (the Agreements) with certain employees who are either members of a
select group of management or highly compensated employees; and

WHEREAS, FABC has also adopted the First of America Bank Corporation
Supplemental Savings Plan (the Supplemental Savings Plan), an unfunded,
nonqualified plan designed primarily for the purpose of providing deferred
compensation opportunities to a select group of management and highly
compensated employees; and

WHEREAS, the amount of a participant's compensation that may be
considered in calculating retirement benefits under the Pension Plan does not
include compensation deferred by FABC employees pursuant to the Agreements and
the Supplemental Savings Plan; and

WHEREAS, the amount of a participant's annual compensation that may be
considered in calculating retirement benefits under the Pension Plan is limited
by Section 401(a)(17) of the Internal Revenue Code of 1986 (the Code); and

WHEREAS, effective July 1, 1989, FABC established the First of America
Bank Corporation Supplemental Retirement Plan to Compensate for Nonqualified
Savings Deferrals, now titled the First of America Bank Corporation
Supplemental Retirement Plan (the Plan) to provide pension benefits to the
above described employees, who are either members of a select group of
management or highly compensated employees, equivalent to the amount by which
their accrued benefits under the Pension Plan are limited due to their
participation in the Supplemental Savings Plan and the Agreements (for any such
deferrals on or after July 1, 1988) and due to the limit on compensation
imposed by Section 401(a)(17) of the Code (the 401(a)(17) Limitation); and

WHEREAS, FABC wishes to amend and restate the Plan effective January 1,
1994.

NOW THEREFORE, effective January 1, 1994, FABC amends and restates the
Plan as follows:

1. Purpose of Plan. The Plan is established as an unfunded,
nonqualified supplemental retirement plan. Benefits shall only be payable to
those persons who are participants under the Pension Plan, and whose benefits
would otherwise be payable under the Pension Plan are reduced due to an
employee's participation in the Supplemental Savings Plan or the Agreements or
due to the 401(a)(17) Limitation.

2. Eligibility. Only salaried employees of FABC (or any of its
affiliates) who participate in the Supplemental Savings Plan, have deferred
compensation pursuant to the Agreements, or have Monthly Earnings, as defined
in the Pension Plan, in excess of one-twelfth of the 401(a)(17) Limitation, as
adjusted for inflation, shall participate in this Plan. Such persons are
referred to in this Plan as Participants.

benefits and late retirement date and benefits), except that the following
sections of the Pension Plan shall not be applicable to this Plan, unless
otherwise indicated to the contrary:

Article I, Section 18, "Monthly Earnings"
Article I, Section 15, "Fund"
Article I, Section 37, "Trustee"
Article I, Section 38, "Vested Funds"
Article IV, Section 8, "Maximum Permissible Benefits Payable from Plan"
Article VII, "Retirement Benefit Payments"
Article VIII, "Financing"
Article X, Section 3, "Non-Alienation of Benefits" Article XI, "Amendment"
Article XII, "Termination of the Plan" Article XIII, "Governing Law"

4. Determination of Benefits. For purposes of determining benefits
payable to Participants under this Plan, the Participant's vested Accrued
Benefit (as defined in the Pension Plan) shall first be calculated pursuant to
the terms and conditions of the Pension Plan in effect at the time of the
Participant's cessation of employment for any reason, except that:

a) Monthly Earnings, as defined in Article I, Section 18 of the Pension
Plan, shall also include:

(i) Monthly Earnings deferred since July 1, 1988 by a Participant
pursuant to the Agreements and the Supplemental Savings Plan;
(and such other earnings agreed to in writing by the Committee)
and
(ii) Monthly Earnings in excess of one-twelfth of the 401(a)(17)
Limitation, as adjusted for inflation; and

b) the vested Accrued Benefit shall be determined without reference to
Article IV, Section 8 of the Pension Plan, entitled "Maximum
Permissible Benefits Payable from Plan"

Such vested Accrued Benefit shall hereinafter be referred to as the
Gross Accrued Benefit. Unless otherwise agreed to in writing by the
Committee, Compensation deferred by a Participant pursuant to Section
4(a)(i) shall not include any compensation deferred pursuant to a plan or
agreement maintained by an employer prior to the employer's affiliation with
FABC or an affiliate of FABC.

A Participant's vested Accrued Benefit shall then be calculated pursuant
to the terms and conditions of the Pension Plan in effect at the time of the
Participant's cessation of employment for any reason:

a) by including only Monthly Earnings, as defined in Article I, Section
18 of the Pension Plan; and

b) by adding the benefits determined pursuant to Paragraph 4 of the
First of America Bank Corporation Excess Benefit Plan (the "Excess
Plan").
Such Accrued Benefit shall hereinafter be referred to as the Net
Accrued Benefit.
Any excess of the Gross Accrued Benefit over the Net Accrued
Benefit (the "Supplemental Benefit") shall then be calculated. Such
Supplemental Benefit shall be actuarially adjusted for all reasons specified in
the Plan, including, but not limited to, early, deferred or late retirement,
and alternative forms of benefits payable pursuant to the Pension Plan, and be
paid to the Participant (or his designated beneficiary) pursuant to the terms
of this Plan.

5. Distribution of Benefits. The following distribution provisions
shall be effective for any benefit payments that commence on or after January
1, 1995. Benefit payments that commence prior to such date shall be determined
in accordance with the terms of the Plan in effect prior to January 1, 1995.
The Supplemental Benefit shall be paid to the Participant (or his designated
beneficiary) under the terms of the Plan. The timing and form of payment and
the payee of

<PAGE> 3
benefits from this Plan shall coincide with and be identical to the
payment of benefits paid to a Participant (or his beneficiary) under
the Pension Plan.

(a) Alternate Form of Payment. Notwithstanding these general provisions,
a Participant, who retires on or after his Normal, Early, Late or Total
and Permanent Disability Date (collectively referred to as the
Participant's Retirement Date), may elect to receive a distribution of
Plan benefits in the form of a single lump-sum benefit to be paid within
thirty days following the commencement of benefit payments under the
Pension Plan (the Benefit Commencement Date).

(b) Timing of Election. Such election must be made by the Participant on
a form provided by FABC and delivered to FABC by the earlier of:

(i) Three months prior to the Participant's Retirement Date; or
(ii) The last day of the calendar year preceding the calendar year in
which the Participant's Retirement Date occurs.

<PAGE> 4
Notwithstanding the above provisions, a Participant, whose Retirement Date
is on or before March 1, 1995, may make an election under this Section
until December 1, 1994.

(c) Post-Retirement Date Election. Notwithstanding the Participant's
prior election to the contrary, after the Participant's Retirement Date
occurs, the Participant, or in the event of the Participant's death, the
Participant's beneficiary may elect to receive an immediate payment of the
remaining benefits payable under the Plan in a single lump-sum payment.
This payment shall be equal to:

Lump-Sum Amount multiplied by (1.0 - Penalty Rate)

"Lump-Sum Amount" shall mean the amount determined in accordance with the
provisions of Subsection (d) below. "Penalty Rate" shall mean the greater
of .06 or two-thirds of the interest rate, expressed as a decimal, that
would be used (as of the first day of the Plan Year in which the
distribution occurs) by the PBGC for purposes of valuing a lump-sum
distribution (the "PBGC Rate").

7. Payment of Benefits upon Change in Control. Notwithstanding any
other provision of this Plan to the contrary, the present lump-sum

<PAGE> 5
value of a Participant's Supplemental Benefit shall be calculated, by using
the actuarial assumptions described in Article I, Section 2 of the Pension
Plan, within 30 days after the Committee receives notice, knows, or has reason
to know that a Change in Control has occurred. Within said 30 days, the
Committee shall prepare a listing of such lump-sum amounts for each Participant
and shall deliver such list to the Trustee of the Company's Executive
Management Plans Trust known to the Committee to hold funds securing the
benefits of the Plan, for payment directly to Participants.

(a) Three months prior to a Change in Control; or
(b) The last day of the calendar year preceding the calendar year in
which a Change in Control occurs.

A Change in Control of the Company shall have occurred:

(d) if during any period of two (2) consecutive years Continuing
Directors cease to comprise a majority of the Company's Board of
Directors.

The term " Continuing Director" means:

(a) any member of the Board of Directors of the Company at the beginning
of any period of two (2) consecutive years; and

(b) any person who subsequently becomes a member of the Board of
Directors of the Company; if

(i) such person's nomination for election or election to the Board
of Directors of the Company is recommended or
<PAGE> 6
approved by resolution of a majority of the Continuing
Directors; or

(ii) such person is included as a nominee in a proxy statement of the
Company distributed when a majority of the Board of Directors of
the Company consists of Continuing Directors.

"Voting Stock" shall mean those shares of the Company entitled to vote
generally in the election of directors.

10. Administration. FABC's Retirement Committee (the "Committee") (as
defined in the Pension Plan) shall have full power and authority to construe,
interpret and administer the Plan. All decisions, actions or interpretations
of the Committee shall be final, conclusive and binding upon all parties.
11. Alternate Payment of Benefits. Every person receiving or claiming
benefits under this Plan shall be presumed to be mentally competent and of full
legal age until the date on which the Committee receives a written notice, that
such person is incompetent or a minor for whom a guardian or other person
legally vested with the care of his person or estate has been appointed;
provided, however, that if the Committee shall find that any person to whom a
benefit is payable is unable to care for his affairs because of incompetency or
the person is a minor, any payment due (unless a prior claim therefore shall
have been made by a duly appointed legal representative) may be paid to the
spouse, child, parent, brother, or sister of such person, or to any person or
institution deemed by the Committee to have incurred expense for such person
otherwise entitled to payment. To the extent permitted by law, any such
payment so made shall be a complete discharge of liability therefor under this
Plan.

12. Nonalienability. Except as otherwise required by law, no amount
payable under this Plan shall be subject to alienation by anticipation, sale,
transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of
any kind, or be subject to the debts or liabilities of any person. Any attempt
to alienate any amount under this Plan payable presently or in the future,
shall be void. If any person shall attempt to, or shall alienate, sell,
transfer or assign, pledge, attach, charge, or otherwise encumber any amount
payable under this Plan, or if any amount payable to a person would be subject
to that person's debts and liabilities, so that such person would not be able
to enjoy such amount, then the Committee may elect to direct that such amount
be withheld and that the same be paid or applied to or for the benefit of such
person, his spouse, children or other dependents, or any of them, in such
manner and proportion as

<PAGE> 7
the Committee may deem proper.
13. No Personal Liability - Committee. No member of the Committee shall
be personally liable by reason of any contract or other instrument executed by
him or on his behalf in his capacity as a member of the Committee, nor for any
mistake of judgment made in good faith, and FABC shall indemnify and hold
harmless each member of the Committee and each other officer, employee or
director of FABC to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated, against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of
a claim with approval of the Committee) arising out of any act or omission to
act in connection with the Plan, unless arising out of such person's own fraud
or bad faith.
14. Designation of Beneficiaries. Each Participant shall file with the
Committee a written designation of one or more persons as the beneficiary who
shall be entitled to receive the amount, if any, payable under this Plan in the
event of his death. A designation of beneficiary filed by a Participant with
respect to his benefits under the Pension Plan shall be deemed a designation of
beneficiary by such Participant for purposes of this Plan.

15. Federal Income Tax Withholding. FABC may withhold from any benefits
payable under this Plan any and all taxes required pursuant to any law or
governmental regulation or ruling.

16. Applicable Law. This Plan shall be construed and enforced according
to the laws of the State of Michigan to the extent not pre- empted by Federal
Law.

17. Binding Nature of Plan. This Plan shall be binding upon the
successors and assigns of FABC and the heirs and successors of Participants.

IN WITNESS WHEREOF, the foregoing Plan has been executed by First of
America Bank Corporation, by a duly authorized officer this 20th day of May,
1996.

Attest: FIRST OF AMERICA BANK CORPORATION

______________________ By: /s/ RICHARD V. WASHBURN
Richard V. Washburn
Its: Senior Vice President -
Human Resources

<PAGE> 1

EXHIBIT (10)E

FIRST OF AMERICA BANK CORPORATION
SUPPLEMENTAL SAVINGS PLAN
AS AMENDED AND RESTATED JANUARY 1, 1994
<PAGE> 2

FIRST OF AMERICA BANK CORPORATION
SUPPLEMENTAL SAVINGS PLAN

TABLE OF CONTENTS

SECTION PAGE

SECTION 1. . . . . . . . . . . . . . . . . . . . . . . . . 2
PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Plan . . . . . . . . . . . . . . . . . . . . 2
1.2 Purpose. . . . . . . . . . . . . . . . . . . 2

SECTION 2. . . . . . . . . . . . . . . . . . . . . . . . . 2
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 2
2.1 . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 3. . . . . . . . . . . . . . . . . . . . . . . . . 5
PLAN PARTICIPATION . . . . . . . . . . . . . . . . . . . 5
3.1 Participants . . . . . . . . . . . . . . . . 5
3.2 Timing of Elections . . . . . . . . . . . . 5
3.3 Method of Election . . . . . . . . . . . . . 6
3.4 Transferred Participants . . . . . . . . . . 6
3.5 Cessation of Participation . . . . . . . . . 6

SECTION 4. . . . . . . . . . . . . . . . . . . . . . . . . 6
EMPLOYEE DEFERRALS. . . . . . . . . . . . . . . . . . . 6
4.1 Employee Deferrals . . . . . . . . . . . . . 6
4.2 Effect of Deferral . . . . . . . . . . . . . 6
4.3 Change in Deferrals. . . . . . . . . . . . . 6
4.4 Voluntary Suspension of Deferrals . . . . . 7
4.5 Pre-existing Salary Deferral Plans
or Agreements . . . . . . . . . . . . . . . 7

SECTION 5. . . . . . . . . . . . . . . . . . . . . . . . . 7
EMPLOYER ALLOCATIONS. . . . . . . . . . . . . . . . . . 7
5.1 Employer Matching Allocations . . . . . . . 7
5.2 Suspension of Deferrals and Allocations . . 7

SECTION 6. . . . . . . . . . . . . . . . . . . . . . . . . 8
MAINTENANCE AND VALUATION OF ACCOUNTS . . . . . . . . . 8
6.1 Maintenance of Separate Accounts . . . . . . 8
6.2 Valuation of Accounts . . . . . . . . . . . 8

SECTION 7. . . . . . . . . . . . . . . . . . . . . . . . . 8
VESTING . . . . . . . . . . . . . . . . . . . . . . . . 8
7.1 Vesting . . . . . . . . . . . . . . . . . . 8
7.2 Vesting Upon Change of Control . . . . . . . 9
<PAGE> 3

SECTION 8. . . . . . . . . . . . . . . . . . . . . . . . 9
DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . 9
8.1 Methods of Distribution. . . . . . . . . . 9
8.2 Hardship Distribution . . . . . . . . . . 9
8.3 Distribution Upon Severance from Service . 9
8.4 Distribution Upon Change in Control . . . 11
8.5 Distributions from Pre-Existing Salary
Deferral Plans or Agreements . . . . . . . 11

SECTION 9. . . . . . . . . . . . . . . . . . . . . . . . 11
BENEFICIARIES . . . . . . . . . . . . . . . . . . . . 11
9.1 Beneficiary Designation . . . . . . . . . 11
9.2 Alternate Payment of Benefits . . . . . . 11

SECTION 10 . . . . . . . . . . . . . . . . . . . . . . . 12
COMMITTEE . . . . . . . . . . . . . . . . . . . . . . 12
10.1 Committee . . . . . . . . . . . . . . . . 12
10.2 Power of Committee . . . . . . . . . . . . 12

SECTION 11 . . . . . . . . . . . . . . . . . . . . . . . 12
ADMINISTRATION AND INTERPRETATION OF PLAN . . . . . . 12
11.1 Administration . . . . . . . . . . . . . . 12
11.2 Expenses . . . . . . . . . . . . . . . . . 13
11.3 Amendments . . . . . . . . . . . . . . . . 13
11.4 Plan Termination . . . . . . . . . . . . . 13
11.5 Non-Alienation . . . . . . . . . . . . . . 13
11.6 Notices . . . . . . . . . . . . . . . . . 13
11.7 Applicable Law . . . . . . . . . . . . . . 13
11.8 Unsecured Creditors . . . . . . . . . . . 13
11.9 Tax Treatment . . . . . . . . . . . . . . 14

<PAGE> 4

SECTION 1 - PLAN

1.1 Plan. First of America Bank Corporation, a Michigan
corporation, established this Plan effective July 1, 1988. The Plan is being
amended and restated in its entirety effective January 1, 1994. Except as
specifically provided to the contrary, all amounts deferred and accrued under
this Plan will be unsecured liabilities of the Company and will not be funded
with specific assets of the Company or any Participating Company.

1.2 Purpose. The purpose of the First of America Bank Corporation
Supplemental Savings Plan is to provide a means for a select group of
management and highly compensated employees of the Company and Participating
Companies to build savings through compensation and incentive compensation
deferrals and Company allocations, without adverse tax consequences in order to
supplement the deferral opportunities available under the Qualified Plan.

SECTION 2 - DEFINITIONS

2.1 The following words and phrases have the respective meanings
stated below unless a different meaning is plainly required by the context:

(a) "Beneficiary" means any person who is entitled to receive
distributions under this Plan pursuant to Section 9.

(b) "Board" or "Board of Directors" means the Board of Directors of
the Company, or any other entity authorized to act on its
behalf.

(i) on the fifth day preceding the scheduled expiration date of
a tender offer by, or exchange offer by any corporation,
person, other entity or group (other than the Company or
any of its wholly owned subsidiaries), to acquire Voting
Stock of the Company if:

(a) after giving effect to such offer such corporation,
person, other entity or group would own twenty-five
percent (25%) or more of the Voting Stock of the
Company;

(b) there shall have been filed documents with the
Securities and Exchange Commission ("SEC") in
connection therewith (or, if no such filing is
required, public evidence that the offer has already
commenced); and

(c) such corporation, person, other entity or group has
secured all required regulatory approvals to own or
control twenty-five percent (25%) or more of the
Voting Stock of the Company;

(ii) if the shareholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into
another corporation in a transaction in which neither the
Company nor any of its wholly owned subsidiaries will be
the surviving corporation, or to sell or otherwise dispose
of all or substantially all of the Company's assets to any
corporation, person, other entity or group (other than the
Company or any of its wholly owned subsidiaries), and such
definitive agreement is consummated;

(iii) if any corporation, person, other entity or group
<PAGE> 5

(other than the Company or any of its wholly owned
subsidiaries) becomes the Beneficial Owner (as defined in
the Company's Articles of Incorporation) of stock
representing twenty-five percent (25%) or more of the
Voting Stock of the Company; or

(iv) if during any period of two (2) consecutive years
Continuing Directors cease to comprise a majority of the
Company's Board of Directors.

The term " Continuing Director" means:

(i) any member of the Board of Directors of the Company at the
beginning of any period of two (2) consecutive years; and

(ii) any person who subsequently becomes a member of the Board
of Directors of the Company; if

(a) such person's nomination for election or election to
the Board of Directors of the Company is recommended
or approved by resolution of a majority of the
Continuing Directors; or

(b) such person is included as a nominee in a proxy
statement of the Company distributed when a majority
of the Board of Directors of the Company consists of
Continuing Directors.

"Voting Stock" shall mean those shares of the Company entitled
to vote generally in the election of directors.

(d) "Committee" means the committee established by the Company to
operate on the Company's behalf in administering and
interpreting this Plan.

(e) "Company" means First of America Bank Corporation, a Michigan
corporation and its successor or successors.

(f) "Compensation" means "Compensation", as defined in the Company's
Qualified Plan, excluding awards payable pursuant to the
Company's Annual Incentive Compensation Plan for Key Corporate
Executives and Key Affiliate Executives. In addition,
"Compensation" for purposes of this Plan shall include
compensation in excess of the applicable compensation limitation
set forth in Section 401(a)(17) of the Internal Revenue Code of
1986, as amended.

(g) "Employee" or "Eligible Employee" means a salaried employee who
is a member of a select group of management or a highly
compensated employee, both as determined by the Company, and who
is employed by an Employer.

(h) "Employee Deferrals" means the deferrals made by an Employee
from his Compensation or Incentive Compensation pursuant to
Section 4.1.

(i) "Employee Incentive Compensation Deferrals" means the deferrals
made by an Employee from his Incentive Compensation pursuant to
Section 4.1.

(j) "Employer" means the Company or any Participating Company which
participates in the Plan.

(k) "Employer Matching Allocations" means the allocations made by an
Employer pursuant to Section 5.1.

(l) "Entry Date" means the date on which Employee Deferrals
<PAGE> 6

could begin for an Employee, pursuant to Section 3. The Entry
Date will be the first day of the calendar year or, if sooner,
the first day of the month, following the date as of which an
Employee is designated by the Company as a member of a select
group of a management or a highly compensated employee.

(m) "Incentive Compensation" means cash awards payable to Employees
under the Company's Annual Incentive Compensation Plan for Key
Corporate Executives and Key Affiliate Executives, and the First
of America Bank Corporation Long Term Incentive Compensation
Plan.

(n) "Long-Term Disability Benefits" means the payments made under
the Employer's Long-Term Total and Permanent Disability Program.

(o) "Nonvested Amounts" means, as of the date of determination, that
portion of Employer Matching Allocations not yet attributable to
the Participant's account according to the schedule set forth in
Section 7.

(p) "Participant" means an Employee who has met the requirements of
Section 3 for participating in the Plan and who has elected to
make or is making deferrals under the Plan, or a former Employee
who is entitled to receive benefits under the Plan.

(q) "Participating Company" means any other company designated by
the Board as a Participating Company and as such becomes an
Employer under this Plan. The Board may revoke the designation
at any time, but until such designation has been revoked, all of
the provisions of the Plan apply to Employees of the
Participating Companies.

(r) "Payroll Period" means the interval of employment for which a
Participant's periodic paychecks are normally issued.

(s) "Plan" means the First of America Bank Corporation Supplemental
Savings Plan.

(t) "Plan Year" means the 12 month period commencing January 1 and
ending on December 31 of each year.

(u) "Retirement" means termination of employment with the Company
and all Participating Companies after reaching age 55 and the
completion of 5 years of service.

(v) "Qualified Plan" means the First of America Bank Corporation
Reserve Plus Retirement Savings Plan.

(w) "Separation from Service" means the first day of an absence from
active service due to an unpaid leave of absence.

(x) "Severance from Service" means with respect to an Employee of
the Company or any Participating Company, the date on which the
Employee resigns, retires, is discharged, dies, or severs
employment due to divestiture of his Employer, or the first
anniversary of the Employee's Separation from Service if the
Employee has not returned to active service from a leave of
absence or extended disability by such date.

(y) "Valuation Date" shall mean such dates as are designated by the
Committee to value the accounts of Participants under this Plan.

SECTION 3 - PLAN PARTICIPATION
<PAGE> 7

3.1 Participants. Each Eligible Employee may become a Participant
as of the first Entry Date applicable to that Eligible Employee, or as of any
Subsequent Entry Date if the Eligible Employee declined participation at an
earlier entry date.

3.2 Timing of Elections. A Participant may elect to participate in
this Plan by giving prior written notice authorizing a deferral of Compensation
or Incentive Compensation in accordance with guidelines established by the
Committee. In no event shall such election be allowed later than the December
31st preceding the Plan Year for which such election is effective, or the
Participant's Entry Date, if later.

3.3 Method of Election. Except as the Committee may otherwise
provide, a separate election will be required for Compensation or Incentive
Compensation which will be deferred in each Plan Year.

3.4 Transferred Participants. Transfer of a Participant between
Participating Companies will not affect the Participant's participation in the
Plan, provided that the Participant continues to be an Eligible Employee.

3.5 Cessation of Participation. An Eligible Employee who has become
a Participant shall continue as a Participant until such time as the full value
of the Participant's account in this Plan has been distributed or forfeited
pursuant to Section 8.

SECTION 4 - EMPLOYEE DEFERRALS

4.1 Employee Deferrals. Each Participant may elect percentage rate
deferrals of Compensation or Incentive Compensation in whole percentage
increments up to the following limits.

(a) Compensation -- up to 50%, and

(b) Incentive Compensation -- up to 100%

Employee Deferrals to this Plan shall be reduced by the amount of
Compensation and Incentive Compensation deferred by the Participant pursuant to
the Qualified Plan.

4.2 Effect of Deferral. To the extent possible, this Plan will be
administered in such a manner as not to affect employee benefits and payroll
deductions which are based upon Compensation or Incentive Compensation except
that (a) income tax withholding will be based upon the amount of Compensation
or Incentive Compensation paid net of Employee Deferrals; (b) payroll
deductions for Social Security and Medicare tax (FICA) will be based upon
Compensation and Incentive Compensation before any deferral. To the extent the
Company is required to withhold taxes or any other amounts from the
Participant's deferred Compensation or Incentive Compensation pursuant to any
federal, state or local law, such amounts will be withheld from the portion of
the Participant's Compensation or Incentive Compensation which is not deferred
under this Plan.

4.3 Change in Deferrals. A Participant may not change the rate of
Employee Deferral previously elected until a subsequent Entry Date, at which
time he or she may make an election in accordance with Section 3.

In the event of a change in the Compensation or Incentive
Compensation of a Participant, the Employee Deferral rate then in effect will
be applied as soon as practicable with respect to such changed Compensation or
Incentive Compensation, without action by the Participant.

4.4 Voluntary Suspension of Deferrals. A Participant wishing to
suspend deferrals may do so without Committee approval as of any January 1 in
accordance with procedures established by the Committee. In the event of
financial hardship, a Participant may request Committee approval of a
suspension of his deferrals as of any
<PAGE> 8

Payroll Period by giving notice as the Committee shall require.
Suspension of deferrals shall be made as soon as practicable following
Committee approval. A Participant who suspends the authorization of deferrals
may again authorize deferrals beginning as of any following January 1.

4.5 Pre-existing Salary Deferral Plans or Agreements. With
Committee approval, a Participant may elect to consolidate any accumulated
deferrals he or she may have under another non-qualified plan of deferred
compensation sponsored by his or her Employer with his or her account(s) in
this Plan. Such transferred amounts will be governed by the provisions of this
Plan for all purposes, except that the distribution option elected by a
Participant prior to July 1, 1988 pursuant to deferred compensation agreements
with an Employer, which are consolidated with this Plan as of July 1, 1988
shall be paid in accordance with Section 8.5. No cash payments or qualified
plan rollovers or transfers will be accepted under this Plan.

SECTION 5 - EMPLOYER ALLOCATIONS

5.1 Employer Matching Allocations. At the discretion of the Board,
the Company may credit to a Participant's account an Employer Matching
Allocation to match Employee Deferrals up to 4% of the sum of a Participant's
Compensation at the rate of 33-1/3% of such Participant's Employee Deferrals.
At the discretion of the Board, the Company may credit to a Participant's
account an Employer Matching Allocation to match Employee Deferrals of 5% or
more of the sum of a Participant's Compensation at the rate of 50% of the first
5% of Compensation deferred. However, no Employer Matching Allocation will be
made on behalf of a Participant who is also a participant under the First of
America Bank Corporation Long-Term Incentive Plan. In addition, no Employer
Matching Allocation shall be made for Employee Deferrals made prior to a
Participant becoming eligible to participate in the Qualified Plan. Solely for
purposes of determining the amount of an Employer Matching Allocation, the term
"Compensation" shall include awards payable pursuant to the Company's Annual
Incentive Compensation Plan. Effective April 1, 1992, Employer Matching
Allocations will no longer be made on behalf of Participants in this Plan,
except to the extent that matching contributions made for a Plan Year by the
Company to the Qualified Plan are reduced due to the limitations of Sections
415, 401(k), 401(m), and 401(a)(17) of the Internal Revenue Code of 1986, as
amended.

5.2 Suspension of Deferrals and Allocations. Employee Deferrals and
Employer Matching Allocations under this Plan with respect to a Participant
will be suspended if the Participant continues to be employed by the Company or
a Participating Company but ceases to be an Employee, as defined in Section
2.1(g). Whenever Employee Deferrals are suspended by a Participant, Employer
Matching Allocations with respect to that Participant will also be suspended.

SECTION 6 - MAINTENANCE AND VALUATION OF ACCOUNTS

6.1 Maintenance of Separate Accounts. There shall be established
separate accounts on the books of the Company, held as book reserves according
to generally accepted accounting principals, for each Participant, which shall
reflect all deferrals and allocations on the Participant's behalf. Separate
accounting shall be established to reflect Employee Deferrals, Employer
Matching Allocations and amounts transferred from other compensation deferral
plans or agreements pursuant to Section 4.5. Each Participant will be
furnished a statement of his or her account(s) not less often than annually and
following any distribution or withdrawal.

6.2 Valuation of Accounts. The Participant shall direct the
allocation of his Employee Deferrals and any accumulated deferrals transferred
to the Plan as provided in Section 4.5 in such percentage increments and among
such investment options as are permitted and established under the Qualified
Plan. Although no specific assets will be invested under this Plan, investment
credits will be determined as if assets were invested in the options specified.
Participant bookkeeping account(s) will be valued and credited as
<PAGE> 9

follows:

(a) first, any Employee Deferrals and Employee Matching Allocations will
be added to the balance of the Participant's bookkeeping account(s);

(b) next, bookkeeping account balances based on Employee Deferrals and
amounts transferred from other non-qualified plans of deferred
compensation will be credited or debited based on the performance of
the investment options to which the Participant allocated such
deferrals. Bookkeeping account balances based on Employer Matching
Allocations will be credited or debited with investment returns
based on the performance of the First of America Bank Corporation
Common Stock Account as established under the Qualified Plan;

Accounts shall be valued as of each Valuation Date which shall be no less
frequent than March 31st, June 30th, September 30th, and December 31st of each
Plan Year.

SECTION 7 - VESTING

7.1 Vesting. Participants will be 100 percent vested in their
accounts arising out of Employee Deferrals and amounts transferred from other
non-qualified plans of deferred compensation, and investment credits thereon at
all times. Participants will vest in their account balance attributable to
Employer Matching Allocations as follows:

Years of Service Vesting Percentages

Less and 1 year 0
1 but less than 2 years 25%
2 but less than 3 years 50%
3 but less than 4 years 75%
4 or more years 100%

Years of Service means the Participant's term of service, which begins on
the date last hired by the Company or any of the Participating Companies, as
well as any prior service that may be credited under the bridging of service
rules, as referenced in the Qualified Plan, and ends with the termination of
the Participant's employment.

7.2 Vesting Upon Change of Control. Should the Company undergo a
Change in Control, Participants will become fully and immediately vested in
their Employer Matching Allocations.

SECTION 8 - DISTRIBUTION

8.1 Methods of Distribution. Unless otherwise expressly provided
any distribution from a Participant's bookkeeping account will be paid in cash.

8.2 Hardship Distribution. The Committee may, in its sole
discretion, upon the request of a Participant and at any time prior to
termination of employment, authorize the distribution to the Participant of a
specified amount of cash from such Participant's Employee Deferrals for the
purposes set forth below and subject to the following rules:

(a) Each request for a distribution must be made by written application
to the Committee supported by such evidence as the Committee may
require to establish hardship.

(b) Amounts will be distributed to a Participant only in the event of the
Participant's extreme financial hardship. A distribution will be
deemed to be on account of hardship if it is necessary in the light
of immediate and heavy
<PAGE> 10

financial needs of the Participant. A distribution based upon
financial hardship cannot exceed the amount required to meet the
immediate financial need created by the hardship and not reasonably
available from other resources of the Participant. The determination
of the existence of financial hardship and the amount required to be
distributed to meet the need created by the hardship will be made by
the Committee in accordance with uniform and nondiscriminatory
standards.

(c) Within 30 days after the date the written request is given to the
Committee by the Participant, the Participant shall be advised in
writing whether the request for distribution has been approved or
denied. If the request is approved, distribution will be made as
soon as practicable thereafter.

8.3 Distribution Upon Severance from Service.

(a) General Rule. In the event of a Participant's Severance from
Service, the Participant's accounts shall be distributed in a single
lump-sum payment as soon as practicable following his Severance from
Service, unless the Participant is eligible to, and has made a timely
election to receive an alternative form of distribution. A
Participant shall only be eligible to receive an alternative form of
distribution if, as of the Participant's Severance from Service Date,
the fair market value of the Participant's accounts in the Plan
exceeds $3,500, and the Participant has, as of the Participant's
Severance from Service Date, become eligible for Retirement.

(b) Deferred Lump-Sum Option. A Participant may elect to receive a
distribution of his accounts in a single lump-sum payment on the 5th
or 10th anniversary of the Participant's Retirement. The lump-sum
payment will be made by the Employer within 30 days of the
anniversary date elected by the Participant. If a Participant makes
an election under this Section, and dies prior to receiving all
amounts payable under the Plan, the remaining amounts payable shall
be distributed to the Participant's Beneficiary in accordance with
the Participant's election.

(c) 5 or 10 Year Installments. A Participant may elect to receive a
distribution of his accounts in 5 or 10 annual installments
commencing within 30 days following the first anniversary of the
Participant's Retirement. The amount of each annual distribution
shall equal the total fair market value of the Participant's accounts
in the Plan as of the Valuation Date immediately preceding the
distribution divided by the number of payments remaining to be made
to the Participant. If a Participant makes an election under this
Section, and dies prior to receiving all amounts payable under the
Plan, the remaining amounts payable shall be distributed to the
Participant's Beneficiary in accordance with the Participant's
election.

(d) Timing of Election. Unless a timely election is made by the
Participant, the distribution of his accounts shall be made in
accordance with Section 8.3(a). An election to receive benefits in
the form or at the time described in Sections 8.3(b) or (c) shall be
timely if made by the Participant on a form supplied by the Employer
and delivered to the Employer no later than the earlier of:

(i) three months prior to the Participant's Retirement; or

(ii) the last day of the calendar year preceding the calendar year in
which the Participant's Retirement date occurs.

Notwithstanding the above provisions, a Participant whose Retirement
date is on or before March 1, 1995 may make an
<PAGE> 11

election under this Section until December 1, 1994.

(e) Post-Retirement Election. Notwithstanding the Participant's prior
election to the contrary, after a Retirement occurs, the Participant
or in the event of the Participant's death, the Participant's
beneficiary, may elect to receive an immediate payment of the
remaining benefits payable under the Plan in a single lump-sum
payment. The lump-sum payment shall be determined in accordance with
the following formula:

Total Account Balance multiplied by (1.0 - Penalty Rate)

"Penalty Rate" shall mean the greater of .06 or two-thirds of the
interest rate, expressed as a decimal, that would be used (as of the
first day of the Plan Year in which the distribution occurs) by the
First of America Bank Corporation Employee's Plan (the "Pension
Plan") for purposes of valuing a lump-sum distribution under $3,500,
as described in Code Section 417(e)(3)(A)(ii)(II).

8.4 Distribution Upon Change in Control. If a Change in Control
occurs, all accounts under this Plan shall become immediately payable to
Participants. In addition to the elections specified above, a Participant, or
beneficiary of a deceased Participant, may elect not to receive a lump sum
payment of benefits in the event of a Change in Control. If no such election
is made by the Participant, or a Beneficiary, then the distribution of the
Participant's Plan account shall be made in a single lump-sum payment. An
election pursuant to this Section 8.4 must be delivered to the Employer prior
to the earlier of:

(i) three months prior to a Change in Control; or

(ii) the last day of the calendar year preceding the calendar year in
which a Change in Control occurs.

8.5 Distributions from Pre-Existing Salary Deferral Plans or
Agreements. Participants, who have existing salary deferral agreement balances
as of July 1, 1988, and who, pursuant to Section 4.5 of the Plan, elected to
consolidate such balances with this Plan as of July 1, 1988, shall receive a
distribution of such amounts and earnings or losses attributable to such
amounts pursuant to the distribution elections in effect immediately prior to
July 1, 1988, unless such a Participant makes a later election pursuant to
Sections 8.3 or 8.4 of this Plan.

SECTION 9 - BENEFICIARIES

9.1 Beneficiary Designation. A Participant may designate, by
written notice delivered to the Committee or its designee prior to the
Participant's death, a Beneficiary or Beneficiaries to receive all or part of
the amount of the Participant's account(s) in case of the Participant's death.
A designation of Beneficiary may be replaced by a new designation or may be
revoked by the Participant at any time by written notice delivered prior to the
Participant's death. Unless a Participant designates, by written notice
delivered to the Committee or its designee prior to the Participant's death,
the beneficiary designation in effect for the Qualified Plan shall also apply
for purposes of this Plan.

9.2 Alternate Payment of Benefits. If no beneficiary designation is
in effect at the time of a Participant's death, or if no designated beneficiary
survives the Participant, or such designation conflicts with law, payment of
the amount, if any, payable under the Plan upon his death shall be made to the
Participant's estate.

are determined or the Committee may pay such amount into any court of
appropriate jurisdiction and such payment shall be a complete
discharge of the liability of the Company, the Company's affiliates,
the Plan and the Committee. Every person receiving or claiming
benefits under this Plan shall be presumed to be mentally competent
and of full legal age until the date on which the Committee receives a written
notice, that such person is incompetent or a minor for whom a guardian or other
person legally vested with the care of his person or estate has been appointed;
provided, however, that if the Committee shall find that any person to whom a
benefit is payable is unable to care for his affairs because of incompetency or
the person is a minor, any payment due (unless a prior claim therefore shall
have been made by a duly appointed legal representative) may be paid to the
spouse, child, parent, brother, or sister of such person, or to any person or
institution deemed by the Committee to have incurred expense for such person
otherwise entitled to payment. To the extent permitted by law, any such
payment so made shall be a complete discharge of liability therefor under this
Plan.

SECTION 10 - COMMITTEE

10.1 Committee. This Plan will be administered the Company's
Retirement Committee (the "Committee"), as defined in the Pension Plan.

10.2 Power of Committee. Except as otherwise expressly provided in
this Plan, the Committee shall have full power and authority, within the limits
provided by this Plan:

(a) to have sole and exclusive authority to interpret this Plan,
resolving ambiguities that arise under the Plan and make equitable
adjustment for any mistakes or errors made in the administration of
this Plan;

(b) to determine all questions arising in the administration of this
Plan, including the power to determine the rights of Participants and
their Beneficiaries and the amount of Participant's respective
interest;

(c) to adopt such rules and regulations as it may deem reasonably
necessary for the proper and efficient administration of this Plan
consistent with its purposes;

(d) to enforce this Plan in accordance with its terms and with the rules
and regulations adopted by the Committee; and

(e) to do all other acts which in its judgment are necessary or desirable
for the proper and advantageous administration of this Plan.

SECTION 11 - ADMINISTRATION AND INTERPRETATION OF PLAN

11.1 Administration. The general administration of the Plan and the
responsibility for carrying out its provisions on behalf of the Company and
each Employer will be vested in a Committee as set forth in Section 10.

11.2 Expenses. Expenses of administering the Plan, will be borne by
the Company and Participating Companies.

11.3 Amendments. The Board may amend the Plan in its sole
discretion. Any such amendment will be effective at such date as the Board may
determine.
<PAGE> 13

11.4 Plan Termination. The Board may terminate this Plan at any
time. In addition, the Board may at any time terminate the making of Employee
Deferrals or Employer Matching Allocations. If an Employer ceases to be a
Participating Company, Employee Deferrals with respect to Participants of such
Employer and Employer Matching Allocations for Participants of such Employer
will be terminated.

11.5 Non-Alienation. No right or benefit under this Plan shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber
or charge the same shall be void. No right or benefit under this Plan shall in
any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such benefits except such claims as may be made
by the Company or any Participating Company.

11.6 Notices. Notices, reports and statements to be given, made or
delivered to an Employee or a Participant will be deemed duly given, made or
delivered, when addressed to the Employee or Participant, and delivered by
ordinary mail, or by Employer mail, to such Employee's or Participant's last
known residence or business address. All notices required to be given by an
Employee or a Participant will be given on a form provided for the purpose and
will be deemed received when delivered to such Employee's or Participant's
personnel department.

11.7 Applicable Law. This Plan shall be governed by the law of the
State of Michigan.

11.8 Unsecured Creditors. Nothing contained herein, and no action
taken pursuant to the provisions of this Plan shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company,
its affiliates, Participants or any other person. To the extent that a
Participant or any other person acquires a right to receive payments under the
terms of this Plan, such rights shall be no greater than the rights of an
unsecured general creditor of the Company or its affiliates. Except for
payments following a Change in Control, all payments made under the terms of
this Plan shall be made from the general funds of the Company, or its
affiliates, and no other segregation of assets shall be made for the payment
of any benefits under the terms of this Plan to any Participant or beneficiary
thereof. Notwithstanding the foregoing, the Company may establish an
irrevocable Rabbi Trust to provide funding of benefits payable under the Plan.
At all times, the assets of such trust shall remain subject to the claims of
the Company's creditors and Participants' claims to such assets shall be no
greater than those of an unsecured, general creditor of the Company.

11.9 Tax Treatment. Any deferred compensation payable under this
Plan shall not be deemed salary or other compensation and shall not be included
in a Participant's taxable income nor deductible by the Company under federal
or state law until actually received by the Participant. For this reason, any
rights, powers, privileges or duties in connection with the establishment and
administration of this Plan shall not be effective if and to the extent that
the same, if effective, would result in the compensation deferred under this
Plan to be subject to taxation before actual receipt by the Participant.
Accordingly, all provisions of this Plan shall be subordinate to this
requirement and any interpretations or constructions to be given to this Plan
shall be made in such a manner as to carry out this intention.

Executed this 20th of May, 1996

FIRST OF AMERICA BANK CORPORATION

By: /S/ RICHARD V. WASHBURN
Richard V. Washburn
Its: Senior Vice President -
Human Resources

<PAGE> 1

EXHIBIT (10)F

THE RESTATED

FIRST OF AMERICA BANK CORPORATION

1987 STOCK OPTION PLAN

Plan Document

February 21, 1996

Revised
2/21/96

THE RESTATED
FIRST OF AMERICA BANK CORPORATION
1987 STOCK OPTION PLAN

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

1. Purpose of Plan. The purpose of the 1987 Stock Option Plan
("Plan") is to attract and retain able and experienced key management
employees and to provide an incentive to, and encourage stock ownership in
First of America Bank Corporation ("Corporation") by the key management
employees of the Corporation and its subsidiaries.

2. Administration of Plan. This Plan shall be administered by the
Compensation Committee ("Committee") appointed by the Board of Directors
of the Corporation consisting of not less than three members of the Board
of Directors of the Corporation ("Board"), all of whom shall be ineligible
to participate in this Plan. A majority of the Committee shall constitute
a quorum and the acts of a majority of the members present at any meeting
at which a quorum is present, or actions approved in writing by all the
members of the Committee, shall constitute the acts of the Committee. The
Committee shall have full authority and discretion to (a) determine,
consistent with the provisions of this Plan, the employees to be granted
options, the times at which options shall be granted, the number of shares
subject to each option, the period during which each option becomes
exercisable (subject to Section 7), and the form of and terms contained in
each option agreement evidencing the grant of an option to be entered into
between the Corporation and the optionees, and (b) adopt rules and
regulations and prescribe and approve the forms to carry out the purposes
and provisions of this Plan. The Committee's interpretation and
construction of any provisions of this Plan or any option granted
hereunder shall be binding and conclusive, unless otherwise determined by
the Board. Any power that may be exercised or action that may be taken by
the Committee under this Plan may also be exercised or taken by the Board.
No member of the Committee or the Board shall be liable for any action
taken or determination made in good faith with respect to this Plan or any
option granted hereunder.

3. Eligibility. The Committee shall from time to time determine the key
management employees of the Corporation and its subsidiaries (including
officers and directors of the Corporation and its subsidiaries who are
also employees) who shall be granted options under this Plan. An employee
who has been granted an option may be granted an additional option or
options under this Plan if the Committee shall so determine. The granting
of an option under this Plan shall not affect any outstanding stock option
previously granted to an optionee under this Plan or any other plan of the
Corporation.
<PAGE> 2

4. Shares Subject to Plan. Subject to adjustment as provided in
Section 10, the aggregate number of shares which may be issued pursuant to
options granted by the Committee under this Plan shall not exceed
1,700,000 shares of Common Stock of the Corporation, par value $10.00 per
share ("Shares"), which may be treasury shares reacquired by the
Corporation or authorized and unissued shares, or a combination of both.
Any Shares subject to an option under this Plan which shall expire or be
terminated for any reason shall be available for the granting of other
options during the term of this Plan.

5. Option Price. The option price per Share under each option
granted by the Committee shall be not less than 100% of the fair market
value per share on the date an option is granted but in no event less than
the par value thereof. The fair market value on the date an option is
granted shall be the average between the highest and lowest quoted price
per share for sales made and reported on the New York Stock Exchange, or
on a sales or quotation system maintained by the National Association of
Securities Dealers, or such other national stock exchange on which such
Common Stock may than be listed and which constitutes the principal market
for such Common Stock on the latest trading day for which sales or
quotations are reported preceding the day the option is granted.

6. Exercise of Options. Each option granted under this Plan shall
be exercisable at the time and for the number of Shares as shall be
provided in an option agreement between the Corporation and the optionee
evidencing the option granted by the Committee and the terms thereof.
Shares shall be issued to the optionee pursuant to the exercise of an
option only upon receipt of the Corporation from the optionee of payment
in full either in cash or by a single exchange of shares of Common Stock
of the Corporation previously owned by the optionee for at least one year
from the date of exercise, or a combination of both, in an amount, or
having a combined value equal to the aggregate option price for the Shares
subject to the option or portion thereof being exercised. In determining
the holding period of Shares of Common Stock exchanged in payment which
have been acquired by the optionee in conversion of the preferred stock of
the Corporation, the period during which such preferred stock had been
held by the optionee shall be counted. The value of the previously owned
shares of Common Stock exchanged in full or partial payment for the Shares
purchased upon the exercise of an option shall be equal to the aggregate
fair market value, as defined in Section 5, of such shares on the latest
trading day for which sales or quotations are reported preceding the day
of the exercise of such options.

The Committee, in its discretion, may permit an Optionee to pay all or a
portion of the option price, and/or any tax withholding liability, if
applicable, with respect to the exercise of an Option by withholding
shares of stock to be issued pursuant to exercise of an option, provided
that the Committee determines that the fair market value of such withheld
stock is equal to the corresponding portion of such option price and/or
tax withholding liability, as the case may be, to be paid for therewith.

7. Term of Option. Subject to the provisions of Section 9, each
option granted hereunder shall expire and not be exercisable after the
date ten years from the date the option is granted. In circumstances
deemed to be extraordinary by the Committee with respect to an optionee
whose employment with the Corporation is involuntarily terminated or may
be involuntarily terminated prior to the date upon which all installments
of the options shall be exercisable, the Committee may authorize an
amendment to any option agreement between the Corporation and such
optionee, or authorize a future option agreement between the Corporation
and such optionee to provide that the options which are unexercised on the
date of the termination of employment of the optionee with the Corporation
shall become exercisable in their entirety within the three month period
after the date of such termination and
<PAGE> 3

shall no longer be required to be exercised in installments, as described
above.

8. Non-transferability of Option. No option granted under this Plan shall be
transferable except by will or the laws of descent. Each such option
shall be exercisable during the optionee's lifetime only by the optionee.

9. Termination of Employment and Death of Optionee.

(a) In the event that during the term of an unexercised option the
employment of the optionee with the Corporation is terminated for any
reason other than retirement, death or disability (as provided in
subsections (b), (c) and (d) below), such option may not be exercised
after the last day of employment.

(b) Subject to subsection (f) of this Section 9, in the event that during
the term of an unexercised option the employment of the optionee is
terminated because the optionee is disabled within the meaning of
Section 22(e)(3) of the Internal Revenue Code or its successor
statute, the optionee may exercise the option with respect to all
Shares covered by the option during a three year period following the
date of termination of employment or the date of the optionee's
death, as the case may be, in the latter instance by the legal
representative of the deceased optionee's estate.

(c) Subject to subsection (f) of this Section 9, in the event that during
the term of an unexercised option the employment of the optionee with
the Corporation is terminated by reason of retirement, such option
may be exercised only within a three year period following the date
of retirement with respect to all Shares covered by the option.

(d) Subject to subsection (f) of this Section 9, in the event that during
the term of an unexercised option an optionee dies, his option may be
exercised only within the three year period following the date of
death by his personal representative or person to whom the optionee's
rights pass by the optionee's will or the laws of descent and
distribution with respect to all Shares covered by the option.

(e) The unexercised portion of any option which has not been exercised
and as to which the option is no longer exercisable shall lapse, and
the Shares subject to such option shall become available for the
granting of other options under this Plan.

(f) The Committee may, in its discretion, grant options providing for,
and amend outstanding options to permit, their exercise during a
period in excess of three years, but not more than five years,
following the circumstances described in subsections (b), (c) and (d)
of this Section 9, provided such exercise period in excess of three
years shall be set forth in the option agreement evidencing the
option granted or an amendment to such option agreement.

10. Adjustment in Number of Shares and Option Price. The Committee
shall make appropriate and equitable adjustments in the number of Shares
subject to the Plan and the number of Shares and the option price with
respect to which all outstanding options, or portions thereof then
unexercised, shall be exercisable in the event of any subdivision or
combination of the outstanding Shares of the Corporation by
reclassification or otherwise, or in the event of the payment of a stock
dividend, a stock split, a capital reorganization, a reclassification of
Shares, a consolidation or merger, or the sale, lease or conveyance of
substantially all the assets of the Corporation. Any such adjustment made
by the Committee shall be final and binding upon all optionees, the
Corporation and all other interested persons.
<PAGE> 4

11. Limited Stock Appreciation Rights. Notwithstanding anything to
the contrary herein, on the effective date of a Change in Control or a
liquidation or dissolution of the Corporation, each option granted under
this Plan but not yet exercised will be immediately canceled and in lieu
of further rights under the option, the optionee will receive from the
Corporation in cash the difference between the fair market value and the
option price, multiplied by the number of shares to which the option
related. For purposes of this Section, the fair market value of a Share
of Common Stock of the Corporation shall be determined in the same manner
as provided in Section 5 on the latest trading day for which sales or
quotations are reported preceding such effective date or, if greater, the
price or value received by shareholders for a Share of Common Stock of the
Corporation with respect to the largest number of such Shares the
ownership of which is transferred in conjunction with such Change in
Control, liquidation or dissolution of the Corporation.

12. Change in Control Defined. A Change in Control of the
Corporation shall have occurred:

(a) on the fifth day preceding the scheduled expiration date of a
tender offer by, or exchange offer by any corporation, person,
other entity or group (other than the Corporation or any of its
wholly owned subsidiaries) to acquire Voting Stock of the
Corporation if:

(i) after giving effect to such offer such corporation, person,
other entity or group would own twenty-five percent (25%)
or more of the Voting Stock of the Corporation;

(ii) there shall have been filed documents with the Securities
and Exchange Commission in connection therewith (or, if no
such filing is required, public evidence that the offer has
already commenced); and

(iii) such corporation, person, other entity or group has secured
all required regulatory approvals to own or control
twenty-five percent (25%) or more of the Voting Stock of
the Corporation;

(b) if the shareholders of the Corporation approve a definitive
agreement to merge or consolidate the Corporation with or into
another corporation in a transaction in which neither the
Corporation nor any of its wholly owned subsidiaries will be the
surviving corporation, or to sell or otherwise dispose of all or
substantially all of the Corporation's assets to any
corporation, person, other entity or group (other than the
Corporation or any of its wholly owned subsidiaries), and such
definitive agreement is consummated;

(c) if any corporation, person, other entity or group (other than
the Corporation or any of its wholly owned subsidiaries) becomes
the Beneficial Owner (as defined in the Corporation's Articles
of Incorporation) of stock representing twenty-five percent
(25%) or more of the Voting Stock of the Corporation; or

(d) if during any period of two (2) consecutive years Continuing
Directors cease to comprise a majority of the Corporation's
Board of Directors.

The term "Continuing Director" means:

(a) any member of the Board of Directors of the Corporation at the
beginning of any period of two (2) consecutive years; and
<PAGE> 5

(b) any person who subsequently becomes a member of the Board of
Directors of the Corporation; if

(i) such person's nomination for election or election to the
Board of Directors of the Corporation is recommended or
approved by resolution of a majority of the Continuing
Directors; or

(ii) such person is included as a nominee in a proxy statement
of the Corporation distributed when a majority of the Board
of Directors of the Corporation consists of Continuing
Directors.

"Voting Stock" shall mean those shares of the Corporation entitled to vote
generally in the election of directors.

13. Amendment and Discontinuance. The Board of Directors of the
Corporation may amend, alter, suspend or terminate this Plan; provided,
however, that no such action shall increase the period within which
options may be granted, or the maximum term for which any option may be
granted, the term of any option previously granted, or reduce the minimum
option price per Share as provided in Section 5, or otherwise alter or
impair any option previously granted under this Plan without the consent
of the optionee. In addition, the Board of Directors of the Corporation
may not amend this Plan to increase the number of Shares available to be
optioned under the Plan (other than as provided in Section 10), without
the approval by the affirmative vote of the holders of a majority of the
Shares of the Corporation's Common Stock present or represented and
entitled to vote at a meeting of the holders of shares of the
Corporation's Common Stock.

14. Requirements of Law. The granting of options and the issuance of Shares
upon the exercise of an option shall be subject to all applicable laws,
rules and regulations and to such approvals by governmental agencies as
may be required.

15. Effective Date and Termination of Plan. The effective date of
this Plan is December 9, 1987. Options may be granted under the Plan at
any time prior to December 9, 1997, on which date the Plan shall
terminate, except as to options then outstanding which shall remain in
effect until they have been fully exercised or have expired.

16. No Employment Rights. Neither the Plan nor any option agreement
entered into between an optionee and the Corporation shall give the
optionee or any other person any right to remain in employment with the
Corporation or any of its subsidiaries or provide to any optionee or any
other person any rights except the right to purchase Shares as provided in
the Plan and any option agreement to which he or she is a party.

<PAGE> 1

EXHIBIT (10)H

MANAGEMENT CONTINUITY AGREEMENT

The Amendment and Renewal of this Agreement is effective as of November
20, 1996 between FIRST OF AMERICA BANK CORPORATION, a Michigan Corporation with
an office at 211 S. Rose St., Kalamazoo, Michigan 49007 (the "Company") [,
[Bank name], a wholly owned subsidiary of the Company] and

[Officer name]

whose address is: [Officer address]
(the "Officer")

W I T N E S S E T H

WHEREAS, the Officer is employed by the [Company/Bank] as an officer of
the [Company/Bank] with the title and salary current at the effective date of
this Agreement as set forth in this Agreement; and

WHEREAS, the Officer [and/,] the Company [and the Bank] are parties to a
Management Continuity Agreement effective [date], and the Officer [and/,] the
Company [and the Bank] wish to amend and renew said Management Continuity
Agreement; and
WHEREAS, the Company wishes to attract and retain highly qualified
executives and to achieve this goal it is in the best interests of the Company
to secure the continued services of the Officer regardless of a change in
control of the Company; and

WHEREAS, the Company is willing, in order to provide the Officer a measure
of security with respect to his employment with the [Company/Bank] in the event
of a change in control of the Company so that the Officer will be in a position
to act with respect to a possible change in control of the Company in the best
interests of First of America Bank Corporation and its shareholders, without
concern as to the Officer's own financial security, and in order to induce the
Officer to remain in employment with the [Company/Bank], to agree that
employment of the Officer shall be terminable only for cause for a limited
period after a change in control of the Company.

NOW, THEREFORE, the Company[, the Bank] and the Officer agree as follows:

Section 1
Employment

1.1 Term. The [Company/Bank] shall employ the Officer as [title] and the
Officer shall remain in employment with the [Company/Bank] for a period of five
years from the effective date of this Agreement (the "Term") unless terminated
prior to the expiration of the Term pursuant to Section 2.

1.2 Compensation. As compensation for services provided to the
[Company/Bank] by the Officer pursuant to this Agreement, the [Company/Bank]
shall pay the Officer an annual base salary of $[amount], which salary may be
increased from time to time by the [Company/Bank]. The Officer shall also be
eligible to actively participate in any other compensation and benefit plans
generally available to executive employees of the Company of like grade and
salary including, but not limited to, retirement plans, group life, disability,
accidental death and dismemberment, travel and accident, and health and dental
insurance plans, incentive compensation plans, stock compensation plans,
deferred compensation plans, supplemental retirement plans and excess benefit
plans. Such other compensation and benefit plans are hereinafter referred to
collectively as the "Compensation and Benefit Plans".

1.3 Duties. The Officer shall perform such duties and functions as are
assigned to him by the bylaws of the [Company/Bank], as amended or restated,
the Board of Directors of the [Company/Bank], or by a
<PAGE> 2

duly authorized committee of the Board of Directors of the Company, or by an
officer of more senior rank than the Officer. In the event of an actual or
potential Change in Control (as defined in Section 2.9), the Officer shall
perform his duties and functions in a manner that is consistent with the best
interest of [the Bank and] the Company and its shareholders, without regard to
the effect that the potential or actual Change in Control may have on the
Officer personally.

1.4 Duty of Loyalty. The Officer shall work full-time for the
[Company/Bank] only, provided that:

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

(b) with the consent of the Board of Directors of the Company [or
the Chief Executive Officer of the Company], he may serve as a
director of a business organization not competing with the
Company; and

(c) he may make such investments and reinvestment in business
activities as shall not require a substantial portion of his
time.

1.5 Duty Not to Disclose Confidential Information. The Officer
acknowledges that his relationship with the [Company/Bank] is one of high trust
and confidence, and that he has access to Confidential Information (as
hereinafter defined) of [the Bank and] the Company. The Officer shall not,
directly or indirectly, communicate, deliver, exhibit or provide any
Confidential Information to any person, firm, partnership, corporation,
organization or entity, except as required in the normal course of the
Officer's duties. The duties contained in this paragraph shall be binding upon
the Officer during the time that he is employed by the [Company/Bank] and
following the termination of such employment. Such duties will not apply to
any such Confidential Information which is or becomes in the public domain
through no action on the part of the Officer, is generally disclosed to third
parties by the Company without restriction on such third parties, or is
approved for release by written authorization of the Board of Directors of the
Company. The term "Confidential Information" shall mean any and all
confidential, proprietary, or secret information relating to [the Bank's or]
the Company's business, services, customers, business operations, or activities
and any and all trade secrets, products, methods of conducting business,
information, skills, knowledge, ideas, know-how or devices used in, developed
by, or pertaining to [the Bank's or] the Company's business and not generally
known, in whole or in part, in any trade or industry in which [the Bank or] the
Company is engaged.

Section 2
Termination

2.1 Termination of Agreement. Unless sooner terminated in accordance
with the terms of this Section 2, this Agreement shall terminate at the
expiration of the Term, and all obligations hereunder shall terminate except as
specifically set forth in Section 2.5. The Officer may, with the consent of
[the Bank or] the Company, continue in the employ of the [Company/Bank] after
the expiration of the Term on such terms and conditions as may be agreed upon
by [the Bank or] the Company and the Officer.

2.2 Termination by the Officer. The Officer may voluntarily terminate
this Agreement by providing two weeks notice to the Company, in which event the
[Company/Bank] shall have no further obligation to the Officer hereunder from
the date of such termination and the Officer shall have no further obligation
to [the Bank and] the Company hereunder except the duty to not disclose
Confidential Information in accordance with Section 1.5. In the event the
Officer's employment with the [Company/Bank] is terminated due to the Officer's
death, [the Bank and] the Company shall have no further obligation to the
Officer, his heirs or legatees hereunder from the date of such termination,
except to pay any benefits due under the Compensation and Benefit Plans and for
a period of one year from the date of the Officer's
<PAGE> 3

death, to pay to the Officer's surviving spouse the salary payments
described in Section 1.2, in the amount in effect on the Officer's
date of death. In the event the Officer's employment with the
[Company/Bank] is terminated due to the Officer's Permanent
Disability, the Company shall have no further obligation to the
Officer, hereunder from the date of such termination, except, for a
period of six months from the date salary continuation payments under
the Company's short term disability policy cease, to pay to the
Officer the salary payments described in Section 1.2, in the amount in effect
on the date the Officer becomes permanently disabled, but less the amount of
any benefits received by the Officer during such period from the Company's
long-term disability plan, to pay any other benefits due under the Compensation
and Benefit Plans and for a period of one year from the date of the Officer's
Permanent Disability, to provide benefits to the Officer under the Company's
dental and health plans.

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

(a) has continued uninterrupted for six months;

(b) is expected to continue indefinitely; and

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

2.3 Termination by the Company Without Cause. The Company may terminate
this Agreement without cause prior to the Firm Term, by providing two weeks
notice to the Officer. In such event, the Officer shall have no further
obligation to [the Bank and] the Company hereunder, except the duty to not
disclose Confidential Information in accordance with Section 1.5, and [the Bank
and] the Company shall have no further obligation to the Officer hereunder from
the date of such termination except the obligation to pay any other benefits
due under the Compensation and Benefit Plans.

2.4 termination by the Company With Cause. During the Firm Term, the
Company may terminate this Agreement for Cause. For purposes of this
Agreement, Cause shall mean;

(a) the Officer's willful and material breach of the provisions of
this Agreement, other than such breach resulting from incapacity
due to physical or mental disability, after the Board of
Directors of the Company [or the Chief Executive Officer of the
Company] delivers a written demand to cure such breach, which
specifically identifies the manner in which the Board of
Directors of the Company [or the Chief Executive Officer of the
Company] believes that the Officer has not substantially
performed his duties, or

(b) the Officer willfully engages in illegal conduct or gross
misconduct which materially and demonstrably injures [the Bank
or] the Company.
For purposes of this determining whether "Cause" exists, no act or
failure to act, on the Officer's part shall be considered "willful,"
unless it is done, or omitted to be done, by the Officer in bad faith
or without reasonable belief by the Officer that his action or
omission was in the best interests of [the Bank and] the Company. Any act or
failure to act, based upon authority given pursuant to a resolution adopted by
the Board of Directors of the Company [, or upon the instructions of the Chief
Executive Officer of the Company,] shall be conclusively presumed to be done,
or omitted to be done, by the Officer in good faith and in the best interests
of [the Bank and] the Company. The cessation of the Officer's employment shall
not be deemed for "Cause," unless and until the Officer receives a copy of a
resolution adopted by the affirmative vote of not less than two-thirds of the
entire membership of the Board of Directors of the Company at a meeting called
and held for such purpose (after reasonable notice is
<PAGE> 4

provided to the Officer and the Officer is given the opportunity,
together with counsel, to be heard before the Board of Directors),
finding that, in the good faith opinion of the Board of Directors, the
Officer's termination is for Cause.

In the event of the Officer's termination for Cause, [the Bank and] the
Company will have no further obligation to the Officer under the Agreement from
the date of such termination.

2.5 Termination Following Change in Control. In the event there is a
Change in Control of the Company, as defined in Section 2.8, during the Term,
and:

(a) within the period commencing three months prior to the date of a
Change in Control and ending two years following the date of the
Change in Control (the "Firm Term"), the Officer's employment
hereunder is terminated by the [Company/Bank] other than for
Cause, as defined in Section 2.4;

(b) within the Firm Term, the Officer resigns from his employment
hereunder upon thirty days written notice given to the Company
within thirty days following a material change in the Officer's
title, authorities or duties, in effect immediately prior to the
Change in Control, a reduction in the compensation or a
reduction in benefits provided pursuant to this Agreement or the
Compensation and Benefit Plans below the amount of compensation
and benefits in effect immediately prior to the Change in
Control, or a change of the Officer's principal place of
employment without his consent to a city different from the city
which is the principal place of the Officer's employment
immediately prior to the Change in Control, or

(c) the Officer voluntarily terminates his employment with the
[Company/Bank] during the thirty day period immediately
following the first anniversary of the Change in Control,

then the Officer shall be entitled to receive the compensation and
benefits described in Section 2.6. The date of the Officer's
termination of employment under subsection (a), (b) or (c) shall be
referred to in this Agreement as the "Termination Date."

2.6 Change in Control Severance Payments. Upon any of the events
described in Section 2.5, the Company shall pay the Officer compensation and
benefits for the three year period immediately following the Termination Date
(the "Continuation Period"), as follows:

(a) during the Continuation Period, the Officer shall (i) continue
to receive salary under Section 1.2 at the greater of the rate
in effect at the Termination Date or the rate in effect
immediately prior to the Change in Control, and (ii) continue to
actively participate in the Compensation and Benefit Plans,
except as otherwise provided below, that he actively
participated in as of the Termination Date as though he
continued in the employment of the [Company/Bank] (without
regard to any amendment or termination of the Compensation and
Benefit Plans made on or after the date of a Change in Control);
provided, however, that any benefit to be provided by a
Compensation and Benefit Plan may be provided by the Company
through cash of equivalent value or through a nonqualified
arrangement or arrangements if, in the judgment of the Company,
permitting the Officer to participate in such plan after the
Termination Date would adversely affect the tax status of such
plan; and

(b) the Officer shall receive a lump sum payment within thirty days
after the Termination Date equal to the product of three and the
greatest of the Officer's
<PAGE> 5

target annual incentive award (expressed as a dollar value)
under the Company's Annual Incentive Compensation Plan (the
"Annual Target Award") as of the Termination Date, the Annual
Target Award as of the date of the Change in Control, or the
Officer's annual target incentive award (expressed as a dollar
value) under any annual incentive compensation plan of the
Company's successor; and

(c) the Officer shall receive a lump sum payment within thirty days
after the Termination Date equal to the Officer's target long
term incentive award (expressed as a dollar value and based on
the greater of the Officer's Salary as of the date of the Change
in Control, or as of the Termination Date), if any, under the
Company's Long Term Incentive Compensation Plan, or if greater,
the Officer's target award under any long term incentive plan of
the Company's successor, for the performance period ending in
the fiscal year in which the Termination Date occurs; and

(d) during the Continuation Period, the Officer shall not
participate in the Company's Stock Compensation Plan, except
that options giving the Officer the right to purchase any stock
of the Company or any affiliate of the Company and shares of
restricted stock, which had been granted prior to the Officer's
Termination Date, shall, to the extent provided for by the terms
and conditions of the Stock Compensation Plan, and any
agreements between the Company and the Officer thereunder,
become immediately and fully exercisable (or, in the case of
restricted stock shares, become nonforfeitable) or shall be paid
in the form of limited stock appreciation rights.

The payments described in this Section 2.6 shall be in addition to any
salary payments or Compensation and Benefit Plan payments due to the Officer as
of the Termination Date.

The Company's [or the Bank's] obligation to make payments under this
Section 2.6 shall not be affected by the earnings or any other income of the
Officer, except to the extent provided in the non- compete provisions contained
in Section 2.7. To the extent benefits to be provided pursuant to this Section
2.6 are determined on the basis of the Officer's compensation, the compensation
to be used to determine such benefits after the Officer's Termination Date
shall be the greater of the Officer's compensation used to determine such
benefits immediately prior to the Change in Control or the Officer's
compensation used to determine such benefits immediately prior to the Officer's
Termination Date. The Officer's compensation, which is used to determine
benefits under this Section 2.6, shall be assumed to have continued for the
entire Continuation Period, regardless of whether such payments are paid in a
lump-sum payment pursuant to this Agreement or an election of the Officer. To
the extent that benefits to be provided by the Company pursuant to this Section
2.6 are matching contributions pursuant to the Company Reserve Plus Retirement
Savings Plan or Supplemental Savings Plan, the amount of matching contributions
to be paid by the Company in any year following the date of the Officer's
Termination Date shall be the greater of the amount of the matching
contribution made by the Company for the most recent plan year that ended prior
to the Change in Control or the amount of matching contributions made by the
Company for the most recent plan year that ended prior to the Officer's
Termination Date. To the extent benefits payable pursuant to this Section 2.6
are determined by reference to the Officer's years of service with the Company,
such as the determination of the Officer's accrued benefits under the Company's
qualified or nonqualified retirement plans, such years of service shall be
determined by including years that occur during the Continuation Period,
regardless of whether the Officer elects to receive salary payments payable to
him in a lump-sum payment pursuant to Section 2.8 of this Agreement. In
addition, to the extent the Officer is less than 100% vested in any benefits
provided by the Compensation and Benefit Plans, he shall become 100% vested
upon his Termination Date.
<PAGE> 6

For purposes of determining an Officer's right under this Section 2.6 to
accrue benefits during the Continuation Period under the Company Employees'
Retirement Plan, Supplemental Retirement Plan and Excess Benefit Plan, the
Officer's accrued benefits (including early retirement subsidies) shall be
calculated by taking into account the years of service that the Officer would
have accrued during the Continuation Period, the Officer's compensation, as
such term is defined in the Company Employees' Retirement Plan ("Retirement
Compensation"), payable for the Continuation Period and the retirement points
that the Officer would have accumulated under the Company Employees' Retirement
Plan based on the Officer's projected age and years of service at the end of
the Continuation Period. The benefit accrued pursuant to this Section 2.6
shall include both the additional benefit, based on the service, Retirement
Compensation, and retirement points that are credited during the Continuation
Period, and the increase in the retirement benefits accrued prior to the
Continuation Period due to the crediting of additional service, Retirement
Compensation and retirement points during the Continuation Period. All of the
retirement benefits accrued pursuant to this Section 2.6 shall be paid in a
single, lump-sum payment, pursuant to Section 2.8 of this Agreement.

In addition to any cash equivalency payment or medical benefit coverage
provided to the Officer for the Continuation Period, the Officer shall also be
eligible to receive a lump-sum cash payment equal to the difference between the
amount of retiree medical premium payments that would be paid by the Company
until the Officer's attainment of age 65 under the Company Employees' Health
Care Plan, as in effect immediately prior to the Change in Control (the "Health
Care Plan"), based on the Officer's age and years of service on the date of the
Officer's Termination Date, and the amount of such premium payments that would
have been paid under the Health Care Plan based on the projected age and years
of service of the Officer through the end of the Continuation Period. If,
after taking into consideration the Officer's projected age and years of
service through the end of the Continuation Period, the Officer would not have
been entitled to Company paid retiree medical premium payments, but the Officer
would have completed five or more years of service with the Company and
attained age 55 (thereby making the Officer eligible for retiree medical
coverage under the Health Care Plan), then the lump-sum payment shall be
calculated by assuming that the Company would have paid 25% of the cost of
retiree medical premium payments until the Officer's attainment of age 65. For
purposes of determining the amount of any lump-sum payment to the Officer under
this paragraph, amounts that the Company would have paid for retiree medical
premium payments shall be determined by assuming that the Company's Health Care
Plan premium costs would increase at the rate of 7% per year. For purposes of
determining the lump-sum payment of retiree medical premium payments and cash
equivalency or medical benefit coverage to be provided to the Officer during
the Continuation Period, such amounts or benefits shall include coverage for
the Officer's spouse, provided that the Officer's spouse was covered by the
Health Care Plan immediately prior to the Change in Control.

2.7 Non-Compete Provisions. In the event of the Officer's termination of
employment following a Change in Control, and the Officer becomes entitled to
compensation and benefit payments under Section 2.6 of this Agreement, the
Officer agrees not to compete with [the Bank or] the Company, pursuant to the
following terms and conditions.
For a period of [number] months following the Termination Date, the
Officer shall not engage in any employment activity or directly or indirectly
own (except for passive investments in which the Officer owns less than a 5%
ownership interest), manage, operate, control or be employed by, participate in
or be connected in any manner with the ownership, operation or control of any
business that provides commercial, retail or mortgage lending services or sells
financial products or services, which are competitive with or substantially
similar to the commercial, retail, mortgage, trust, investment or insurance
services or products of the Company, its subsidiaries and other affiliates, at
any location in [geographic area]. If any court shall determine that the
duration or geographical limit of any restriction contained in this covenant
not to compete (the "Covenant") is unenforceable under applicable law, the
Covenant shall not thereby be terminated, but shall be deemed amended to the
extent required to
<PAGE> 7

render it valid and enforceable, such amendment to apply only with
respect to the operation of the Covenant in the jurisdiction of the
Court that has made such determination.

Other than amendments that are deemed to be made pursuant to the preceding
paragraph of this Agreement, no change or modification of this Covenant shall
be valid unless the same be in writing and signed by [the Bank,] the Company
and Officer.

Upon a breach by Officer of this Covenant, the Company shall be entitled
to recover, as liquidated damages, one and one-half times the greater of the
Officer's annual base salary in effect on the date of the Termination Date or
the Officer's base salary in effect immediately prior to the date of the Change
in Control. This amount shall be deducted from the payments due to the Officer
pursuant to Section 2.6 of this Agreement. In the event that all payments
pursuant to Section 2.6 have been made to the Officer, the Officer shall pay
the aforementioned amount to the Company.

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

2.8 Timing of Payments. All salary payments to be made by [the Bank or]
the Company pursuant to Section 2.6 shall be made in monthly installments
during the Continuation Period, on the first day of each month following the
Officer's Termination Date. Notwithstanding the foregoing, by an election in
writing and delivered to the Company at least thirty days prior to the Firm
Term, the Officer may elect to receive any or all such salary payments in a
single lump-sum payment, payable within thirty days following the Termination
Date. All other payments to be made in cash pursuant to Section 2.6 shall be
paid in a single lump-sum payment, payable within thirty days following the
Officer's Termination Date. Any lump-sum payment to be made to the Officer
shall be equal to the present value of the payments otherwise payable to the
Officer, using an interest rate assumption equal to the annual, short-term,
adjusted applicable federal interest rate, as determined for the month during
which the lump-sum payment is made pursuant to Section 1274(d) of the Internal
Revenue Code of 1986 (the "Code"), except that the lump-sum payment of any
nonqualified retirement benefit (other than benefits from the Company
Supplemental Savings Plan or Reserve Plus Retirement Savings Plan) payable to
the Officer shall be calculated pursuant to the actuarial assumptions of the
Company Employees' Retirement Plan in effect on the date of the Change in
Control. The [Bank or the] Company shall withhold any applicable taxes from
any amounts payable to the Officer pursuant to this Agreement, which the
Company determines, in good faith, it is required to withhold pursuant to
applicable law.

2.9 Change in Control Defined. A Change in Control of the Company shall
have occurred:

(a) on the fifth day preceding the scheduled expiration date of a
tender offer by, or exchange offer by any corporation, person,
other entity or group (other than the Company or any of its
wholly owned subsidiaries), to acquire Voting Stock of the
Company if:

(i) after giving effect to such offer such corporation, person,
other entity or group would own 25% or more of the Voting
Stock of the Company;

(iii) such corporation, person, other entity or group has secured
all required regulatory approvals to own or control 25% or
more of the Voting Stock of
<PAGE> 8

the Company;

(b) if the shareholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into
another corporation in a transaction in which neither the
Company nor any of its wholly owned subsidiaries will be the
surviving corporation, or to sell or otherwise dispose of all or
substantially all of the Company's assets to any corporation,
person, other entity or group (other that the Company or any of
its wholly owned subsidiaries), and such definitive agreement is
consummated;

(c) if any corporation, person, other entity or group (other than
the Company or any of its wholly owned subsidiaries) becomes the
Beneficial Owner (as defined in the Company's Articles of
Incorporation) of stock representing 25% or more of the Voting
Stock of the Company; or

(d) if during any period of two consecutive years Continuing
Directors cease to comprise a majority of the Company's Board of
Directors.

The term "Continuing Director" means:

(a) any member of the Board of Directors of the Company at the
beginning of any period of two consecutive years; and

(b) any person who subsequently becomes a member of the Board of
Directors of the Company; if

(i) such person's nomination for election or election to the
Board of Directors of the Company is recommended or
approved by resolution of a majority of the Continuing
Directors; or

(ii) such person is included as a nominee in a proxy statement
of the Company distributed when a majority of the Board of
Directors of the Company consists of Continuing Directors.

"Voting Stock" shall mean those shares of the Company entitled to
vote generally in the election of directors.

2.10 Obligation to Reimburse for Taxes. The [Bank and the] Company shall
not be obligated to reimburse the Officer due to the Officer's liability to pay
any applicable federal, state or local income or employment taxes which result
from any payments made pursuant to this Agreement. Notwithstanding the
foregoing, in the event it shall be determined that any payment by [the Bank
or] the Company to or for the benefit of the Officer (whether paid or payable
pursuant to the terms of this Agreement, but determined without regard to any
additional payments required by this Section 2.10) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code or any interest
or penalties are incurred by the Officer with respect to such excise tax (such
excise tax, together with any such interest and penalties are hereinafter
collectively referred to as the "Excise Tax"), then the Officer shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Officer of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation,
any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the Officer retains an amount
of the Gross-Up payment equal to the Excise Tax imposed upon the Payments.

Subject to the remaining provisions of Section 2.10, all determinations
required to be made under this Section 2.10, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall by made by
KPMG Peat Marwick or such other certified public accounting firm that may be
designated by the Company, and agreed to by the Officer (the "Accounting
Firm"). All
<PAGE> 9

fees and expenses of the Accounting Firm shall be borne by [the Bank
or] the Company. Any Gross-Up Payment, as determined pursuant to this Section
2.10, shall be paid by [the Bank or] the Company to the Officer within thirty
days of the receipt of the Accounting Firm's determination. Any determination
by the Accounting Firm shall be binding upon the [Bank and the] Company and the
Officer. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made (an "Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to provisions of this Section 2.10 below, and
the Officer thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by [the Bank or] the
Company to or for the benefit of the Officer.

The Officer shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by [the
Bank or] the Company of the Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than ten business days after the Officer is
informed in writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Officer shall not pay such claim prior to the expiration of the thirty day
period following the date on which he gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Officer in writing prior to
the expiration of such period that it desires to contest such claim, the
Officer shall:

(a) give the Company any information reasonably requested by the
Company relating to such claim,

(b) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation
with respect to such claim by an attorney selected by the
Company,

(d) permit [the Bank or] the Company to participate in any
proceedings relating to such claim,

provided, however, that [the Bank or] the Company shall bear and pay
directly all costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold the
Officer harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on
the foregoing, [the Bank or] the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Officer to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Officer agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Officer to pay
such claim and sue for a refund, [the Bank or] the Company shall advance the
amount of such payment to the Officer, on an interest-free basis and shall
indemnify and hold the Officer harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of the Officer
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's control of the
contest shall be
<PAGE> 10

limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Officer shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

If, after the receipt by the Officer of any amount advanced by [the Bank
or] the Company pursuant to the preceding paragraph, the Officer becomes
entitled to receive any refund with respect to such claim, the Officer shall
(subject to [the Bank's or] the Company's complying with the requirements of
the preceding paragraph) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Officer of an amount advanced by [the
Bank or] the Company pursuant to the preceding paragraph, a determination is
made that the Officer shall not be entitled to any refund with respect to such
claim and [the Bank or] the Company does not notify the Officer in writing of
its intent to contest such denial of refund prior to the expiration of thirty
days after such determination, then such advance shall be forgiven and shall
not be required to be repaid and the amount of such advance shall offset, to
the extent thereof, the amount of the Gross-Up Payment required to be paid.

2.11 Officer's Costs of Enforcement. The [Bank or the] Company shall pay
all expenses of the Officer, including but not limited to attorney fees,
incurred in enforcing payments by [the Bank or] the Company pursuant to this
Agreement.

Section 3
Miscellaneous

3.1 Assignment of Officer's Rights The Officer may not assign, pledge or
otherwise transfer any of the benefits of this Agreement either before or after
termination of employment, and any purported assignment, pledge or transfer of
any payment to be made by [the Bank or] the Company hereunder shall be void and
of no effect. No payment to be made to the Officer hereunder shall be subject
to the claims of creditors of the Officer.

3.2 Agreements Binding on Successors. This Agreement shall be binding
and inure to the benefit of the parties hereto and their respective successors,
assigns, personal representatives, heirs, legatees and beneficiaries. [In the
event the Officer becomes an officer of the Company, the Company shall assume
all of the obligations of the Bank under this Agreement.]

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

3.4 Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by [either/any of] the Officer[, the Bank,] or the
Company.

3.5 Entire Agreement. This Agreement contains the entire understanding
of the parties [and supersedes the Management Continuity Agreement between the
Officer[, the Bank] and the Company, which was effective [date]]. It may be
modified or amended only by an agreement in writing signed by the party against
whom enforcement of any change or amendment is sought.

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

3.7 Governing Law. This Agreement is made in, and shall be governed by,
the laws of the State of Michigan.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first set forth above.
<PAGE> 11

_________________________________
Officer

Attest: FIRST OF AMERICA BANK CORPORATION

______________________ By: _____________________________
Secretary
Its: ____________________________

[Attest: [[BANK NAME]

______________________ By: _____________________________
Secretary]
Its: ____________________________]

<PAGE> 1

EXHIBIT (10)J

EXECUTIVE MANAGEMENT PLANS TRUST AGREEMENT

EXECUTIVE MANAGEMENT PLANS TRUST AGREEMENT (the "Trust Agreement") dated
July 19, 1995, by and between First of America Bank Corporation (the
"Company"), and Wachovia Bank of North Carolina, N.A. (the "Trustee").

WHEREAS, the Company is obligated under the plans and agreements listed on
Schedule A hereto, as such may be amended (collectively the "Plans"), to make
payments to certain of the Company's executives (the "Executives"); and

WHEREAS, for purposes of assuring that payments will not be improperly
withheld, the Company has established a trust (the Trust);

WHEREAS, the terms of the Trust provide that the Company shall fund the
Trust upon a Potential Change in Control or a Change in Control ("Required
Funding Dates"), or such other date specified by the Company's Board of
Directors ("Discretionary Funding Date")(a reference to a "Funding Date" in the
Trust Agreement shall include Required Funding Dates, Discretionary Funding
Dates and any other Funding Dates provided for by this Trust Agreement);

WHEREAS, the Trust is currently revocable unless a Potential Change in
Control or a Change in Control occurs; and

WHEREAS, the Company desires to amend and restate the Trust in order to
provide more specific funding guidelines and to provide that the Trust shall be
irrevocable at all times; and

WHEREAS, the Company also desires to appoint an independent Trustee to
have the power and responsibilities set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein
and for other good and valuable consideration, the parties hereto agree as
follows:

ARTICLE I.

THE PLANS

1.1 Plans. The Company Plans subject to this Trust Agreement consist of
the plans and agreements listed on Schedule A hereto, as such may be amended.

ARTICLE II.

TRUST AND THE TRUST ASSETS

2.1 Trust.

(a) Contemporaneously with the execution of this Trust Agreement,
the Company is delivering to the Trustee to be held in trust hereunder certain
insurance policies on the lives of the Executives, for which this Trust shall
be the beneficiary.

(b) Upon the occurrence of a Discretionary Funding Date, the Company
may deliver to the Trustee assets in an amount such that the total Trust assets
shall have a current market value not to exceed the Maximum Funding Amount as
hereinafter defined.

(c) Upon the occurrence of a Required Funding Date, the Company
shall deliver to the Trustee assets in the amount necessary to increase the
current market value of the total assets of the Trust to an amount equal to the
Target Funding Amount.

(d) On each June 30 and December 31 following a Required Funding
Date ("Additional Funding Dates"), the Company shall deliver to the Trustee
assets in the amount necessary to increase the current
<PAGE> 2

market value of the Trust to an amount equal to the Target Funding
Amount. Notwithstanding the foregoing, if a Required Funding Date
occurs due to a Potential Change in Control, and a Change in Control
shall not have occurred within 18 months following the date of the
Potential Change in Control, then the contributions to the Trust by
the Company shall be determined pursuant to paragraph (b) above, until the
occurrence of another Required Funding Date.

(e) For purposes of this Trust Agreement, the term "Target Funding
Amount" shall mean as of a given date, the sum of (i) the present value of
amounts that will be required to be paid to Executives under the Plans during
the period beginning on such date and ending on the last day of the third
fiscal year of the Company that begins after such date, (ii) the present value
of liability to Executives that will be accrued but unpaid under the Plans as
of the last day of that period and (iii) the anticipated fees of the Trustee
that will be payable prior to the next Funding Date.

For purposes of this Trust Agreement, the term "Maximum Funding Amount"
shall mean as of a given date, the present value of the projected cost of the
compensation and benefit liabilities of the Plans.

The Target Funding Amount and the Maximum Funding Amount shall be
determined by a consulting firm selected by the Company (the "Consulting Firm")
as of any Funding Date, using the assumptions set forth in Schedule B to this
Trust Agreement.

(f) In order to assist the Consulting Firm in its determination of
the Target Funding Amount and to assist the Trustee in making payments from the
Trust to Executives, the Company shall deliver to the Trustee and the
Consulting Firm a schedule (the "Payment Schedule") indicating the amount
payable to each Executive pursuant to the terms and conditions of the Plans, or
providing a formula or instructions acceptable to the Trustee for determining
the amounts so payable, and the time of commencement for, and the form of,
payment of such amounts under each of the Plans. The Company shall provide an
updated Payment Schedule to the Trustee and the Consulting Firm as of each
Funding Date. Notwithstanding the foregoing, following a Change in Control of
the Company, the Independent Trustee, and any suitable advisors appointed by
the Independent Trustee, shall be responsible for preparing all Payment
Schedules.

(g) This Trust shall be irrevocable at all times, except that the
Company shall be entitled to a return of the Trust assets as provided in
Section 4.1 hereof.

(h) This Trust is intended to be a grantor trust within the meaning
of Section 671 of the Internal Revenue Code of 1986 and is to be construed
accordingly.

2.2 Trust Assets.

(a) The Trust assets shall consist of all assets delivered to the
Trustee as of any Funding Date, in whatever form held or invested as provided
herein. The Trustee shall use its good faith efforts to invest or reinvest
from time to time all or such part of the Trust assets as it believes prudent
under the circumstances (taking into account, among other things, anticipated
cash requirements for the payment of benefits under the Plans) in any one or a
combination of the following:

(i) Cash or cash equivalents;

(ii) investments in direct obligations of the United States of
America or agencies of the United States of America or
obligations unconditionally and fully guaranteed as to
principal and interest by the United States of America, in
each case maturing within one year or less from the date of
acquisition;

(iii) investments in negotiable certificates of deposit (in each
case maturing within one year or less from the date of
acquisition) issued by a
<PAGE> 3

commercial bank organized and existing under the laws of
the United States of America or any state thereof having a
combined capital and surplus of at least $100,000,000;

(iv) investments in insured money market accounts and other
insured deposits; or

(v) investments in mutual funds or other indirect investment
programs substantially all of whose assets consist of any
one or more of the foregoing types of investments;

provided, however, that the Trustee shall not be liable for any
failure to maximize the income earned on that portion of Trust assets
as is from time to time invested or reinvested as set forth above, nor for any
loss of income due to liquidation of any investment which the Trustee, in its
sole discretion, believes necessary to make payments or to reimburse expenses
under the terms of this Trust.

Notwithstanding the foregoing, the Company may direct the Trustee to
purchase or contribute to the Trust life insurance policies pursuant to which
the insured individuals are the Executives and the beneficiary is the Company
or the Trust. The value of such policies shall not exceed the present value of
the projected cost of the compensation and benefit liabilities of the Plans, as
determined pursuant to the guidelines established by Banking Circular 249,
issued by the Comptroller of the Currency. The Trustee shall not be liable for
Trust assets invested in such contracts.

(b) All interest and other income earned on the investment of Trust
assets shall be reinvested in accordance with sub-section (a) above.

(c) All losses of income or principal in respect of, and expenses
(including, as provided in Sections 5.1(f) and 5.1(g) hereof, any expenses of
the Trustee) charged against, the Trust assets shall be for the account of the
Company and the Company shall be obligated to promptly reimburse the Trust for
any loss in principal amount of, or expense charged against, the Trust except
to the extent that the current market value of Trust assets remaining after
such losses or expenses equals or exceeds the Target Funding Amount.

ARTICLE III.

CHANGE IN CONTROL

3.1 Definition of Change in Control. For purposes of this Trust, a
Change in Control of the Company shall have occurred:

(i) on the fifth day preceding the scheduled expiration date of a tender
offer by, or exchange offer by any corporation, person, other entity or
group (other than the Company or any of its wholly owned subsidiaries), to
acquire Voting Stock of the Company if:

(a) after giving effect to such offer such corporation, person other
entity or group would own twenty-five percent (25%) or more of the
Voting Stock of the Company,

(b) there shall have been filed documents with the Securities and
Exchange Commission ("SEC") in connection therewith (or, if no such
filling is required, public evidence that the offer has already
commenced), and

(c) such corporation, person, other entity or group has secured all
required regulatory approvals to own or control twenty-five percent
(25%) or more of the Voting Stock of the Company,

substantially all of the Company's assets to any corporation, person,
other entity or group (other than the Company or any of its wholly owned
subsidiaries), and such definitive agreement is consummated;

(iii) if any corporation, person, other entity or group (other than the
Company or any of its wholly owned subsidiaries) becomes the Beneficial
Owner of stock representing twenty-five percent (25%) or more of the
Voting Stock of the Company, or

(iv) if during any period of two (2) consecutive years Continuing
Directors cease to comprise a majority of the Company's Board of
Directors.

For purposes of this Trust, the term "Continuing Director" means:

(i) any member of the Board of Directors of the Company who was a member
of the Board of Directors of the Company at the beginning of any period of
two (2) consecutive years, and

(ii) any person who subsequently becomes a member of the Board of
Directors of the Company, if:

(a) such person's nomination for election or election to the Board of
Directors of the Company is recommended or approved by resolution of
a majority of the Continuing Directors, or

(b) such person is included as a nominee in a proxy statement of the
Company distributed when a majority of the Board of Directors of the
Company consists of Continuing Directors.

For purposes of this Trust, the term "Voting Stock" means those shares of
the Company entitled to vote generally in the election of directors.

Upon the approval or direction of the Chairman of the Board, Chief
Executive Officer or the President of the Company and any member of the Board
of Directors then serving as an active member of the Company's Nominating and
Compensation Committee, the Company shall promptly notify the Trustee in
writing of the occurrence of any Change in Control of the Company. The date of
such Change in Control shall be a Required Funding Date under this Trust.

3.1 Definition of a Potential Change in Control. For purposes of this
Trust, a Potential Change in Control of the Company shall have occurred if:

(i) the Company enters into any agreement, which, if consummated, would
result in the occurrence of a Change in Control of the Company,

(ii) any corporation, person, other entity or group (including, without
limitation, the Company) publicly announces an intention to take actions
which if consummated would result in a Change in Control of the Company,

(iii) any corporation, person, other entity or group (other than the
Company or any of its wholly owned subsidiaries) becomes the Beneficial
Owner, as defined in Section 3.4 hereof, of stock representing five
percent (5%) or more of the Voting Stock of the Company, or

(iv) the Board of Directors of the Company adopts a resolution to the
effect that a Potential Change in Control has occurred.

Upon the approval or direction of the Chairman of the Board, Chief
Executive Officer or the President of the Company and any member of the Board
of Directors who is then serving as an active member of the Company's
Nominating and Compensation Committee, the Company shall promptly notify the
Trustee in writing of the occurrence of any Potential Change in Control of the
Company. The date of such Potential Change in Control shall be a Required
Funding Date under the Trust.
<PAGE> 5

3.3 Additional Funding Dates. The Board of Directors of the Company may
in its sole discretion elect to pay to the Trustee any additional amounts of
cash or other property at any time. The date of such payment pursuant to such
election shall be a Discretionary Funding Date under this Trust.

3.4 Definition of Beneficial Owner. Solely for purposes of determining
the definition of the term Beneficial Owner as used in this Trust, such term
shall include any corporation, person, other entity or group (other than the
Company or any of its wholly owned subsidiaries, and other than any employee
benefit plan maintained by the Company) who is a Beneficial Owner as that term
is defined in the Company's Articles of Incorporation as amended.

ARTICLE IV

RELEASE OF THE TRUST ASSETS

4.1 Delivery to the Company.

The Company shall only be entitled to a return of Trust assets upon
the termination of the Trust as provided in Section 6.1.

4.2 Deliveries to Executives.

(a) As soon as practicable after the Executive's retirement or other
termination of employment prior to a Change in Control, the Trustee shall make
payments to an Executive in accordance with the most recent Payment Schedule
delivered by the Company. Prior to the commencement of payments to the
Executive the Company shall deliver to the Executive a Payment Schedule setting
forth all amounts payable from the Plans (an Individualized Payment Schedule).
As soon as practicable after an Executive's retirement or other termination of
employment following a Change in Control, the Trustee shall deliver to that
Executive an Individualized Payment Schedule. Except as otherwise provided
herein, the Trustee shall make payments to the Executive in accordance with the
Individualized Payment Schedule.

(b) In the event that an Executive reasonably believes that the
Individualized Payment Schedule does not properly reflect the amount payable to
such Executive or the timing or form of payment from the Trust in respect of
the Plan of which he or she is a beneficiary or participant, such Executive
shall be entitled to deliver to the Trustee written notice (the "Executive's
Notice") setting forth the amount, timing or form of payment the Executive
believes is proper under the relevant terms of the Plan. The Trustee shall
also deliver a copy of the Executive's Notice to the Company within 3 business
days of the delivery to the Trustee. Unless the Trustee receives written
objection from the Company within 30 days after receipt by the Trustee of such
notice, the Trustee shall make the payment in accordance with the Executive's
Notice. In the event the Trustee receives written objection from the Company
within such 30 day period and in the event the Company and Executive cannot
agree on the terms of the Payment Schedule, the dispute shall be resolved in
accordance with Section 7.3 hereof. Nothing in this Section shall create a
duty on the part of the Executive to object to an Individualized Payment
Schedule or other benefit statement provided by the Company, except in the case
of an Individualized Payment Schedule given to the Executive in connection with
the Executive's retirement or other termination of employment.

(c) In the event that the aggregate amount payable in any calendar
month to the Executives entitled to payments during such month exceeds the
current market value of Trust assets, the Trustee shall make a pro rata payment
to each Executive with respect to the Plans in accordance with the priority
levels set forth on Schedule C hereto. All payments shall be made with respect
to the Plans in any designated priority level before any payments are made with
respect to the Plans in any lower level priority. If the aggregate amount
payable in any calendar month with respect to the Plans in any designated
priority level exceeds the current market value of Trust assets after providing
for all higher priorities, the Trustee shall make pro rata payment to each
Executive within such priority level.

The Company may, by written notice to the Trustee, amend or
<PAGE> 6

revoke Schedule C at any time prior to a Required Funding Date. If no such
priority levels are in effect at the time for payment of any portion of Trust
assets to the Executives, all deferred compensation agreements shall be given
first priority and all other Plans shall be given second priority. Where any
payment to an Executive is required to be made on a pro rata basis with respect
to a category of Plans within a designated priority level, such payment shall
be based on the amount so payable to such Executive in proportion to the
aggregate amount so payable to all such Executives with respect to all Plans
within the same priority level.

(d) The Trustee shall withhold from any payment due to an Executive
hereunder the amount required by law to be so withheld under federal, state and
local tax withholding requirements or otherwise, and shall pay over to the
appropriate government authority the amounts so withheld.

(e) Except as otherwise provided herein, in the event of any final
determination by the Internal Revenue Service or a court of competent
jurisdiction, which determination is not appealable or the time for appeal or
protest of which has expired, or the receipt by the Trustee of a substantially
unqualified opinion of tax counsel selected by the Trustee, which determination
determines, or which opinion opines, that the Executives or any particular
Executive are subject to federal income taxation on amounts held in Trust
hereunder prior to the distribution to the Executives or Executive of such
amounts, the Trustee shall, on receipt by the Trustee of notice of such
determination or of such opinion, pay to each such Executive the portion of the
Trust includible in such Executive's federal gross income. This Section shall
not give the Trustee the power or duty to determine the tax consequences of
payments from the Trust that may subject an Executive to receipt of an excess
parachute payment, as defined in Section 280G of the Internal Revenue Code of
1986.

4.3 Deliveries to Creditors of the Company. Assets of the Trust are and
shall remain at all times subject to the claims of the general creditors of the
Company. Accordingly, the Company shall not create a security interest in
Trust assets in favor of the Executives or any creditor. If the Trustee
receives the notice provided for in Section 4.4 hereof, or otherwise receives
actual notice that the Company is insolvent or bankrupt as defined in Section
4.4 hereof, the Trustee shall make no further distributions of the Trust to any
of the Executives but shall deliver the entire amount of the Trust only as a
court of competent jurisdiction, or duly appointed receiver or other person
authorized to act by such a court, may direct to make the Trust available to
satisfy the claims of the Company's general creditors. The Trustee shall
resume distribution of the Trust to the Executives under the terms hereof, upon
no less than 30 days advance notice to the Company, if it determines that the
Company was not, or is no longer, bankrupt or insolvent. The Trustee may rely
on any evidence concerning the status or solvency of the Company as may be
furnished to the Trustee which will give the Trustee a reasonable basis for
making such determination.

4.2 Notification of Bankruptcy or Insolvency. The Company, through its
Chief Executive Officer, shall notify the Trustee promptly in writing of the
Company's bankruptcy or insolvency. Prior to receipt of such notice, the
Trustee shall have no duty to inquire whether or not the Company is bankrupt or
insolvent. The Company shall be deemed to be bankrupt or insolvent:

(i) upon the entry of a decree or order by a court having
jurisdiction adjudging the Company bankrupt or insolvent, or
approving a petition seeking reorganization, arrangement,
adjustment or composition of the Company under the Federal
Bankruptcy Act, or appointing a receiver (or other similar
official) of the Company, or ordering the winding up or
liquidation of the affairs of the Company;

(ii) upon the institution by the Company of proceedings to be
adjudicated as bankrupt or insolvent, or the consent by the
Company to the institution of bankruptcy or insolvency
proceedings against it, or the filing by the Company of a
petition seeking reorganization or relief
<PAGE> 7

under the Federal Bankruptcy Act, or the consent by the Company
to the filing of any such petition or to the appointment of a
receiver, trustee (or other similar official) of the Company, or
the making by the Company of an assignment for the benefit of
creditors, or the admission by the Company in writing of its
inability to pay its debts as they mature;

(iii) if the Company is unable to pay its debts as they mature; or

(iv) upon the appointment of a receiver by the Federal Deposit
Insurance Corporation.

ARTICLE V

TRUSTEE

5.1 Trustee.

(a) The Trustee shall be an Independent Trustee appointed by the
Company's Board of Directors. The duties and responsibilities of the Trustee
shall be limited to those expressly set forth in this Trust Agreement, and no
implied covenants or obligations shall be read into this Trust against the
Trustee. For purposes of this Trust, an "Independent Trustee" shall mean a
commercial bank or trust company which is not an affiliate of the Company, but
which is a national banking association or established under the laws of the
one of the states of the United States.

(b) If all or any part of the Trust assets is at any time attached,
garnished or levied upon by any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in case any order, judgment or decree
shall be made or entered by a court affecting such property or any part
thereof, then and in any of such events the Trustee is authorized, in its sole
discretion, to rely upon and comply with any such order, writ, judgment or
decree, and it shall not be liable to the Company (or any of its subsidiaries)
or any Executive covered by this Trust by reason of such compliance even though
such order, writ, judgment or decree subsequently may be reversed, modified,
annulled, set aside or vacated.

(c) The Trustee shall maintain such books, records and accounts as
may be necessary for the proper administration of the Trust, including, without
limitation, as provided in Section 2.1 hereof, and shall render to the Company,
on or prior to the last day of the first month following each calendar quarter
following the date of this Trust until the termination of this Trust (and on
the date of such termination), an accounting with respect to the Trust as of
the end of the immediately preceding calendar quarter (and as of the date of
such termination). Upon the written request of an Executive or the Company,
the Trustee shall deliver to such Executive or the Company, as the case may be,
a copy of such accounting and a record of any amounts delivered by the Company
to the Trustee or paid by the Trustee with respect to the account of such
Executive.

(d) The Trustee shall not be liable for any act taken or omitted to
be taken hereunder if taken or omitted to be taken by it in good faith. The
Trustee shall also be fully protected in relying upon any Payment Schedule,
modified Payment Schedule or notice delivered or given hereunder, which it in
good faith believes to be genuine and executed and delivered in accordance with
this Trust Agreement.

(e) The Trustee may consult with advisors to be selected by it from
time to time, including but not limited to attorneys (who may be counsel to the
Company or the Trustee), accountants, actuaries, investment managers or
advisors, and such other agents or advisors as the Trustee in its sole
discretion shall deem advisable or appropriate.

(f) The Trustee shall be reimbursed by the Company for its
reasonable expenses incurred in connection with the performance of its duties
hereunder and shall be paid reasonable fees for the performance of such duties.
<PAGE> 8

(g) The Company agrees to indemnify and hold harmless the Trustee
from and against any and all damages, losses, claims or expenses as incurred
(including expenses of investigation and fees and charges for advice and
counsel to the Trustee and any taxes imposed on the Trust or income of the
Trust) arising out of or in connection with the performance by the Trustee of
its duties hereunder. Any amount payable to the Trustee under paragraph 5.1(f)
or this paragraph 5.1(g) shall be paid by the Company promptly upon demand
therefore by the Trustee or, if the Trustee so chooses in its sole discretion,
from the Trust. In the event that payment is made hereunder to the Trustee
from the assets of the Trust, the Trustee shall promptly notify the Company in
writing of the amount of such payment. The failure of the company to transfer
any such amount shall not in any way impair the Trustee's right to
indemnification, reimbursement and payment pursuant to paragraph 5.1(f) of this
Section 5.1 or this paragraph 5.1(g).

5.2 Powers.

The Trustee shall have, in addition to any implied powers and duties which
may be necessary to carry out the provisions of the Trust, and subject to the
Company's express directions pursuant hereto, the following powers and duties:

(a) to sell, exchange, hypothecate, convey and otherwise transfer
any securities or other property held in the Trust, at public or private sale,
for such prices and on such terms as the Trustee deems suitable, without the
approval of any court and without any obligation upon any person dealing with
the Trustee to see to the application of any money or other property delivered
to it;

(b) To hold uninvested or to deposit in any bank such sums of cash
as it deems reasonable and in the best interests of the Trust;

(c) To exercise any right, including the right to vote, personally
or by general or special proxies or powers of attorney, appurtenant to any
securities or other property held in the Trust;

(d) To exercise or sell any conversion privileges, subscription
right or other rights or options and to make any payments incidental thereto;

(e) To oppose, consent to, or otherwise participate in any
reorganization, recapitalization or other changes affecting securities held in
the Trust, to delegate discretionary powers to the extent permitted by law, and
to pay expenses, assessments or charges in connection therewith; to retain any
securities or other property allotted to the Trust in connection with any such
reorganization, recapitalization or other changes; and to generally exercise
any of the powers of an owner with respect to any securities or other property
held in the trust;

(f) To hold securities or other property in its name as Trustee or
in the name of one or more nominees or in bearer form; provided, the Trust
records shall at all times show that such securities or property as part of the
Trust;

(g) To make, execute, acknowledge and deliver any instruments that
may be necessary or appropriate to carry out the powers herein granted;

(h) To consult and employ suitable advisors, including, but not
limited to, attorneys, accountants, actuaries, investment managers or advisors,
and such other agents or advisors as the Trustee shall deem necessary or
appropriate to assist in the performance of the Trustee's duties, and to pay
reasonable expenses and compensation in connection therewith;

(i) To settle, compromise or submit to arbitration, any claims,
debts or damages, due or owing to or from the Trust, to commence or defend
suits or legal proceedings and to represent the Trust in all suits or legal
proceedings;

(j) To accept and retain any securities or other property received
or acquired by the Trust, whether or not such property would normally be
purchased or would then be authorized as investments
<PAGE> 9

hereunder;

(k) To collect and receive any money or property due to the Trust
and to give full discharge and acquittance therefor;

(l) To prepare such periodic written reports or other accounting as
required hereunder, and to furnish the Company and the Executives with such
information which either may require for tax or other purposes;

(m) To borrow money from any lender in such amounts and upon such
terms and conditions as shall be deemed advisable or proper to carry out the
purposes of the Trust, except that the Trustee may not borrow money to satisfy
the Company's obligation to fund this Trust pursuant to Article II hereof;

(n) To register any securities held by it in its own name or in the
name of any custodian of such property or of its nominee, including the nominee
of any system for the central handling of securities, with or without the
addition of words indicating that such securities are held in a fiduciary
capacity and to deposit or arrange for the deposit of any such securities with
such a system;

(o) To transfer assets of the Trust to a successor trustee or
trustees as provided in Section 5.3;

(p) To adopt uniform rules of procedure and regulations necessary
for the proper and efficient administration of the Trust including but not
limited to the distribution of amounts to the beneficiaries hereunder, provided
such rules are not inconsistent with the terms hereof, and to enforce such
rules and regulations;

(q) To obtain fiduciary insurance or bonding coverage in such
amounts and covering such risks and occurrences as the Trustee in its sole
discretion may determine; and

(r) To do all acts, though not specifically named herein, which the
Trustee deems advisable to carry out the purpose of this Trust.

5.3 Successor Trustees. The Company (or, in the event a Required Funding
Date has passed and less than all of the obligations of the Trust have been
satisfied, Executive(s) to whom at least 65% of all amounts covered by the most
recent Payment Schedule are payable) may remove the Trustee and the Trustee may
resign and be discharged from its respective duties hereunder at any time by
giving notice in writing of such resignation to the Company (or, in the event a
Required Funding Date has passed and less than all of the obligations of the
Trust have been satisfied, Executive(s) to whom at least 65% of all amounts
covered by the most recent Payment Schedule are payable) specifying a date (not
less than 30 days after the giving of such notice) when such resignation shall
take effect. The Company (or, in the event a Required Funding Date has passed
and less than all of the obligations of the Trust have been satisfied,
Executive(s) to whom at least 65% of all amounts covered by the most recent
Payment Schedule are payable) shall appoint a successor trustee, such trustee
to become the Trustee hereunder upon the resignation date specified in such
notice. If, within 30 days after such notice, no successor Trustee has been
appointed, the Trustee shall be entitled, at the expense of the Company, to
petition a United States District Court or any of the courts of the State of
Michigan having jurisdiction to appoint a successor. The Trustee who has
resigned or been removed shall continue to serve until its successor accepts
the trust and receives delivery of the Trust.

ARTICLE VI

TERMINATION, AMENDMENT AND WAIVER

6.1 Termination. This Trust shall be terminated upon the earliest of the
following events: (i) the exhaustion of all Trust assets; or (ii) the final
payment of all amounts payable to all of the Executives pursuant to the Plans.
Promptly upon termination of this Trust, any remaining portion of Trust assets
shall be paid to the
<PAGE> 10

Company.

6.2 Amendment and Waiver. This Trust may be amended only by an
instrument in writing signed by the Trustee and the Company, or, in the event a
Change in Control has occurred and less than all of the Trust's obligations
have been satisfied, the written consent of Executives to whom at least 65% of
all amounts covered by the most recent Payment Schedule are payable. The
parties hereto, together with, in the event a Required Funding Date has passed
and less than all of the Trust's obligations have been satisfied, the consent
of Executives to whom at least 65% of all amounts covered by the most recent
Payment Schedule are payable, may at any time waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a
party hereto or an Executive to any such waiver shall be valid if set forth in
an instrument in writing signed on behalf of such party or Executive.

ARTICLE VII

GENERAL PROVISIONS

7.1 Further Assurances. The Company shall, at any time and from time to
time, upon the reasonable request of the Trustee, execute and deliver such
further instruments and do such further acts as may be necessary or proper to
effectuate the purposes of this Trust.

7.2 Certain Provisions Relating to This Trust.

(a) This Trust sets forth the entire understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior
agreements, arrangements and understandings relating thereto. This Trust shall
be binding upon and inure to the benefit of the parties and their respective
successors and legal representatives.

(b) This Trust shall be governed by and construed in accordance with
the laws of the State of Michigan, to the extent not preempted by federal law.

(c) In the event that any provision of this Trust or the application
thereof to any person or circumstances shall be determined by a court of proper
jurisdiction to be invalid or unenforceable to any extent, the remainder of
this Trust, or the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each provision of this Trust shall be valid and enforced
to the fullest extent permitted by law.

7.3 Arbitration. Any dispute as to the interpretation or application of
the provisions of this Trust and the amount, timing or form of any payment
hereunder may, at the Trustee's sole option and in its discretion, be
determined exclusively by binding arbitration in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered
on the arbitrators's award in any court of competent jurisdiction. All fees
and expenses of such arbitration shall be considered an expense of the Trust
under Section 5.1(g) hereof and paid by the Company.

7.4 Notices. Any notice, report, demand or waiver required or permitted
hereunder shall be in writing and shall be given personally or by prepaid
registered or certified mail, return receipt requested, addressed as follows:

If to the Company: First of America Bank Corporation
211 South Rose Street
Kalamazoo, Michigan 49007
Attn: Corporate Secretary

If to the Trustee: Wachovia Bank of North Carolina, N.A.
301 N. Main Street
Winston-Salem, North Carolina 27150-3099 Attn: Employee
Benefit Trust Services

If to an Executive, to the address of such Executive as set forth in the
records of the Company or such other address as the Executive may

<PAGE> 11

set forth in a written notice to the Company and the Trustee.

A notice shall be deemed received upon the date of delivery if given
personally, or, if given by mail, upon the receipt thereof.

7.5 Trust Beneficiaries. Each Executive entitled to a benefit payment
under a Plan covered by this Trust Agreement is an intended beneficiary under
this Trust, and shall be entitled to enforce all terms and provisions hereof
with the same force and effect as if such person had been a party hereto. In
addition to the foregoing, individual agreements between the Company and an
Executive may refer to this Trust, and the Company shall, by entering into such
an agreement, have assumed a direct contractual obligation to the Executive to
establish and maintain this Trust in accordance with its terms and the terms of
such other agreement. The Executive shall have no preferred claim on, or any
beneficial ownership in, the Trust, and all rights created hereunder and under
the Plans shall be unsecured contractual rights of the Executives against the
Company and the status of the Executives shall only be as general unsecured
creditors. Benefits to the Executives hereunder may not be anticipated,
assigned, transferred, pledged or otherwise conveyed. Prior to a Required
Funding Date, the Company may, in its sole discretion, at any time and from
time to time, by means of a modified Payment Schedule accompanied by revised
Schedules A and C, (i) provide for coverage hereunder of any other plan or
agreement and/or Company executive and (ii) upon termination of any Plan or
final payment of all amounts thereunder, exclude such Plan and Executive who is
a party thereto from coverage hereunder; provided, however, any such action
shall be treated as an amendment of this Trust and shall be subject to all of
the provisions of Section 6.2 hereof.

IN WITNESS WHEREOF, the parties have executed this Trust as of the date
first above written.
FIRST OF AMERICA BANK CORPORATION

By: _______________________________

Its: Chairman & Chief
Executive Officer

WACHOVIA BANK OF NORTH CAROLINA, N.A.

By: _______________________________

Its: _______________________________
<PAGE> 12

SCHEDULE A

Executive Plans and Agreements covered by the Executive Management
Plans Trust:

Individual Deferred Compensation Agreements

Supplemental Savings Plan

Annual Incentive Compensation Plan for Key Corporate Executives and Key
Affiliate Executives

Long-Term Incentive Compensation Plan

Excess Benefit Plan

Supplemental Retirement Plan

Executive Employment Agreements

Management Continuity Agreements

1987 Stock Option Plan

Stock Compensation Plan

SCHEDULE B

For purposes of determining the Target Funding Amount and the Maximum
Funding Amount as of any given date, the Consulting Firm shall use the
following assumptions:

1. For purposes of determining the present or future value of an
Executive's account balance in an Individual Deferred Compensation Agreement or
the Supplemental Savings Plan, the Consulting Firm shall assume that the
Executive's total compensation increase at the rate assumed for compensation
increases for purposes of funding the First of America Bank Corporation
Employees' Retirement Plan (the Pension Plan), as set forth in the most recent
actuarial valuation for the Pension Plan (the Actuarial Valuation). In
addition, the Consulting Firm shall determine present or future value by
applying the interest rate equal to the rate specified in the Plans, or if no
such rate is specified, the assumed rate of return on Pension Plan assets
specified in the Actuarial Valuation for the purposes of determining the
Company's pension expense in accordance with Financial Accounting Standard 87.

2. For purposes of determining the present value of an Executive's
benefit in the Excess Benefit Plan, the Supplemental Retirement Plan, Executive
Employment Agreements, and Management Continuity Agreements, the Consulting
Firm shall use the assumptions for calculating lump sum amounts set forth in
such plans and agreements.

3. For purposes of determining the obligations of the Company pursuant to
the 1987 Stock Option Plan or the Stock Compensation Plan, the Consulting Firm
shall assume a per share value of First of America Bank Corporation common
stock equal to the greater of the highest quoted price per share as reported in
the Wall Street Journal as of the date of such determination or the amount that
is being offered to acquire each share pursuant to a Potential Change in
Control.

SCHEDULE C

Priority levels of distributions from the Executive Management Plans
Trust:

First Priority Level: Individual Deferred Compensation
Agreements

Second Priority Level: Supplemental Savings Plan
<PAGE> 13

Third Priority Level: Supplemental Retirement Plan

Fourth Priority Level: Excess Benefit Plan

Fifth Priority Level: Annual Incentive Compensation Plan
for Key Corporate Executives and Key
Affiliate Executives

Sixth Priority Level: Long-Term Incentive Compensation
Plan

Seventh Priority Level: Executive Employment Agreements and
Management
Continuity Agreements

Eighth Priority Level: 1987 Stock Option Plan

Ninth Priority Level: Stock Compensation Plan

<PAGE> 1

EXHIBIT (10)K

AMENDED AND RESTATED
FIRST OF AMERICA BANK CORPORATION
STOCK COMPENSATION PLAN

1. Purpose; Effectiveness of the Plan.

(a) The purpose of this Plan is to advance the interests of the
Company and its stockholders by helping the Company attract and retain the
services of employees and officers, upon whose judgment, initiative and efforts
the Company is substantially dependent, and to provide those persons with
further incentives to advance the interests of the Company. The Plan is also
established with the objective of encouraging Stock ownership by such employees
and officers and aligning their interests with those of stockholders.

(b) This Plan will become effective on the date of its adoption by
the Board, provided the Plan is approved by the stockholders of the Company
(excluding holders of shares of Option Stock or Restricted Stock issued by the
Company under this Plan) within twelve months after that date. If the Plan is
not approved by the stockholders of the Company, any Options or shares of
Restricted Stock granted under this Plan will be rescinded and void. This Plan
will remain in effect until it is terminated by the Board under Section 11
hereof, except that no Incentive Stock Option will be granted after the tenth
anniversary of the date of this Plan's adoption by the Board.

2. Definitions. Unless the context otherwise requires, the following
defined terms (together with other capitalized terms defined elsewhere in this
Plan) will govern the construction of this Plan, and of any Stock Option
Agreements or Restricted Stock Agreements entered into pursuant to this Plan:

(a) "10% Stockholder" means a person who owns, either directly or
indirectly by virtue of the ownership attribution provisions set
forth in Section 424(d) of the Code at the time he or she is
granted an Option, Stock possessing more than ten percent (10%)
of the total combined voting power or value of all classes of
Stock of the Company and/or of its Subsidiaries.

(b) "1933 Act" means the federal Securities Act of 1933, as amended.

(d) "Board" means the Board of Directors of the Company.

(e) A "Change in Control" of the Company shall have occurred:

(i) on the fifth day preceding the scheduled expiration date of
a tender offer by, or exchange offer by any corporation,
person, other entity or group (other than the Company or
any of its wholly owned Subsidiaries), to acquire Voting
Stock of the Company if:

(1) after giving effect to such offer such corporation,
person, other entity or group would own 25% or more of
the Voting Stock of the Company;

(2) there shall have been filed documents with the
Securities and Exchange Commission in connection
therewith (or, if no such filing is required, public
evidence that the offer has already commenced); and

(3) such corporation, person, other entity or group has
secured all required regulatory approvals to own or
control 25% or more of
<PAGE> 2

the Voting Stock of the Company;

(ii) if the shareholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into
another corporation in a transaction in which neither the
Company nor any of its wholly owned Subsidiaries will be
the surviving corporation, or to sell or otherwise dispose
of all or substantially all of the Company's assets to any
corporation, person, other entity or group (other than the
Company or any of its wholly owned Subsidiaries), and such
definitive agreement is consummated;

(iii) if any corporation, person, other entity or group (other
than the Company or any of its wholly owned Subsidiaries)
becomes the Beneficial Owner (as defined in the Company's
articles of incorporation) of Stock representing 25% or
more of the Voting Stock of the Company; or

(iv) if during any period of two consecutive years Continuing
Directors cease to comprise a majority of the Company's
Board of Directors.

(f) "Code" means the Internal Revenue Code of 1986, as amended
(references herein to Sections of the Code are intended to refer
to Sections of the Code as enacted at the time of this Plan's
adoption by the Board and as subsequently amended, or to any
substantially similar successor provisions of the Code resulting
from recodification, renumbering or otherwise).

(g) "Committee" means the Nominating and Compensation Committee of
the Board; except that where there is no Nominating and
Compensation Committee, the term "Committee" shall refer to any
committee of disinterested members of the Board designated by
the Board.

(h) "Company" means the First of America Bank Corporation, a
Michigan corporation and its successor or successors.

(i) "Company Performance Criteria" means such financial performance
criteria of the Company or its Subsidiaries as the Committee may
designate including Stock price, return on assets, return on
equity, return on capital, earnings per share, net income, net
operating income, revenue, expenses, net interest margin, burden
ratio, efficiency ratio and total shareholder return.

(j) "Continuing Director" means:

(i) any member of the Board of Directors of the Company at the
beginning of any period of two consecutive years; and

(ii) any person who subsequently becomes a member of the Board
of Directors of the Company; if

(iii) such person's nomination for election or election to the
Board of Directors of the Company is recommended or
approved by resolution of a majority of the Continuing
Directors; or

(iv) such person is included as a nominee in a proxy statement
of the Company distributed when a majority of the Board of
Directors of the Company consists of Continuing Directors.

(k) "Designated Performance Criteria" means any criteria, including
Company Performance Criteria, as the Committee may deem to be
appropriate.

(l) "Disability" has the same meaning as "permanent and
<PAGE> 3

total disability," as defined in Section 22(e)(3) of the Code.

(m) "Disqualifying Disposition" means a disposition, as defined in
Section 424(c)(1) of the Code, of Option Stock acquired pursuant
to an ISO, which occurs either:

(i) within two years after the underlying Option is granted; or

(ii) within one year after the underlying Option is exercised.

Under Section 424(c)(1) of the Code, the term "disposition"
includes a sale, exchange, gift, or a transfer of legal title,
but does not include (A) a transfer from a decedent to an estate
or a transfer by bequest or inheritance, (B) an exchange to
which Section 354, 355, 356, or 1036 (or so much of Section 1031
as relates to Section 1036) applies, or (C) a mere pledge or
hypothecation.

(n) "Eligible Participants" means persons who, at a particular time,
are employees or officers of the Company or its Subsidiaries,
and are paid on a salary or commission basis. With respect to
ISOs only, this definition does not include persons who have
been on leave of absence for greater than 90 days, unless
re-employment is guaranteed by law or contract.

(o) "Fair Market Value" means, with respect to Option Stock and as
of the date in question, the market price per share of such
Stock determined by the Committee, consistent with the
requirements of Section 422 of the Code and to the extent
consistent therewith:

(i) if the Stock was traded on a national stock exchange as of
the date in question, then the Fair Market Value will be
equal to the average of the high and low prices reported by
the applicable composite transactions report for such date
or, if no trading occurred on the applicable exchange for
that date, for the latest trading date prior to such date.

(ii) if the Stock was traded on any other established market as
of the date in question, then the Fair Market Value will be
equal to the average of the high and low prices reported
for such date or, if no trading occurred on the applicable
exchange for that date, for the latest trading date prior
to such date; or

(iii) if neither of the foregoing provisions is applicable, then
the Fair Market Value will be determined by the Committee
on good faith on such basis as it deems appropriate.

(p) "ISO" or "Incentive Stock Option" means an Option, which is
subject to certain holding requirements and tax benefits, and
which qualifies as an "incentive stock option," as defined in
Section 422 of the Code.

(q) "NSO" means any Option granted under this Plan whether
designated by the Committee as a "non-qualified stock option," a
"non-statutory stock option" or otherwise, other than an Option
designated by the Committee as an ISO. The term "NSO" also
includes any Option designated by the Committee as an ISO but
which, for any reason, fails to qualify as an ISO pursuant to
Section 422 of the Code and the rules and regulations
thereunder.

(r) "Option" means a right granted pursuant to this Plan
<PAGE> 4

entitling the Optionee to acquire shares of Stock issued by the
Company.

(s) "Option Agreement" means an agreement between the Company and an
Eligible Participant to evidence the terms and conditions of the
issuance of Options hereunder.

(t) "Option Price" with respect to any particular Option means the
exercise price at which the Optionee may acquire each share of
the Option Stock called for under such Option.

(u) "Option Stock" means Stock issued or issuable by the Company
pursuant to the valid exercise of an Option.

(v) "Optionee" means an Eligible Participant to whom an Option is
granted hereunder, and any transferee of such Option received
pursuant to a Transfer authorized under this Plan.

(w) "Plan" means this First of America Bank Corporation Stock
Compensation Plan.

(x) "Restricted Stock" means Stock issued or issuable by the Company
which is subject to the restrictions imposed in Section 7 of
this Plan.

(y) "Restricted Stock Agreement" means an agreement between the
Company and an Eligible Participant to evidence the terms and
conditions of the issuance of Restricted Stock hereunder.

(z) "Restricted Stockholder" means an Eligible Participant to whom
any Restricted Stock is issued hereunder, and any transferee of
such Stock received pursuant to a Transfer required by law.

(aa) "Retirement" means termination of employment with the Company or
a Subsidiary on or after the date on which the employee would be
able to commence receiving a monthly benefit from the Company
Employees' Retirement Plan.

(ab) "Stock" means shares of the Company's common stock.

(ac) "Subsidiary" has the same meaning as "Subsidiary Corporation" as
defined in Section 424(f) of the Code.

(ad) "Transfer," with respect to Option Stock or Restricted Stock,
includes, without limitation, a voluntary or involuntary sale,
assignment, transfer, conveyance, pledge, hypothecation,
encumbrance, disposal, loan, gift, attachment or levy of such
Stock, including without limitation an assignment for the
benefit of creditors of the Optionee or the Restricted
Stockholder, a transfer by operation of law, such as a transfer
by will or under the laws of descent and distribution, an
execution of judgment against the Option Stock or Restricted
Stock or the acquisition of record or beneficial ownership
thereof by a lender or creditor, a transfer pursuant to any
decree of divorce, dissolution or separate maintenance, any
property settlement, any separation agreement or any other
agreement with a spouse (except for estate planning purposes)
under which a part or all of the shares of Option Stock or
Restricted Stock are transferred or awarded to the spouse of the
Optionee or Restricted Stockholder or are required to be sold,
or a transfer resulting from the filing by the Optionee or
Restricted Stockholder of a petition for relief, or the filing
of an involuntary petition against such Optionee or Restricted
Stockholder, under the bankruptcy laws of the United States or
of any other nation.
<PAGE> 5

(ae) "Voting Stock" shall mean those shares of the Company Stock
entitled to vote generally in the election of directors.

3. Eligibility. Options may be granted and Restricted Stock may be
issued under this Plan only to persons who are Eligible Participants as of the
time of such grant.

4. Administration.

(a) Administration by the Committee. The Committee will administer
this Plan.

(b) Authority and Discretion of Committee. The Committee will have
full and final authority in its discretion, at any time subject only to the
express terms, conditions and other provisions of the Company's articles of
incorporation, bylaws and this Plan, and the specific limitations on such
discretion set forth herein:

(i) to select and approve the persons to whom Options will be
granted under this Plan from among the Eligible
Participants, including the number of Options and the
amount of Option Stock available for purchase under such
Options so granted to each person;

(ii) to select and approve the persons to whom Restricted Stock
will be issued under this Plan from among the Eligible
Participants, including the number of issuances and shares
of Restricted Stock so issued to each such person;

(iii) to determine the period or periods of time during which
Options may be exercised or become exercisable, the
Designated Performance Criteria on which the Option Price
or exercisability may be dependent, the Option Price and
the duration of such Options, the date on which Options are
granted, and other matters to be determined by the
Committee in connection with specific Option grants and
Option Agreements as specified under this Plan;

(iv) to determine the period or periods of time during which the
Restricted Stock may vest, the Designated Performance
Criteria on which vesting may be dependent, the date on
which shares of Restricted Stock are awarded, and other
matters to be determined by the Committee in connection
with specific issuances of Restricted Stock and Restricted
Stock Agreements as provided in this Plan;

(v) to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to this Plan, and to make
all other determinations necessary or advisable for the
operation and administration of this Plan; and

(vi) to delegate all or a portion of its authority under
subsections 4.(b)(i), 4.(b)(ii), 4.(b)(iii) and 4.(b)(iv)
of this Plan to one or more directors of the Company who
are also officers of the Company, but only in connection
with Options or Restricted Stock granted to Eligible
Participants who are not subject to the reporting and
liability provisions of Section 16 of the 1934 Act, as
amended, and the rules and regulations thereunder, and
subject to such restrictions and limitations (such as the
aggregate number of shares of Option Stock and Restricted
Stock that may be granted) as the Committee may decide to
impose on such delegate directors.

herein, the Committee will designate any Option granted hereunder either as an
ISO or as an NSO. To the extent that the Fair Market Value of Stock,
determined at the time the Option is granted, with respect to which all ISOs
are exercisable for the first time by any individual during any calendar year
(pursuant to this Plan and all other plans of the Company and/or its
Subsidiaries) exceeds $100,000, such Option will be treated as an NSO.

(d) Option Agreements. Options will be deemed granted hereunder
only upon the execution and delivery of an Option Agreement by the Optionee and
a duly authorized officer of the Company. Options will not be deemed granted
hereunder merely upon the authorization of such grant by the Committee.

(e) Restricted Stock Agreements. Restricted Stock will be issued
hereunder only upon the execution and delivery of a Restricted Stock Agreement
by the Restricted Stockholder and a duly authorized officer of the Company.
Restricted Stock will not be deemed issued merely upon the authorization of
such issuance by the Committee.

5. Shares Reserved for Options and Restricted Stock. Subject to Sections
8 and 11 of this Plan, the aggregate number of shares of Option Stock and
Restricted Stock that may be issued and outstanding pursuant to the exercise of
Options and granting of Restricted Stock under this Plan (the "Option and
Restricted Stock Pool") will not exceed 3,000,000 shares. The total number of
shares of Option Stock and Restricted Stock that may be granted to an Eligible
Participant over the term of this Plan will not exceed 750,000 shares. Shares
of Option Stock withheld as payment of an Option Price as described in
subsection 6.(e) by the Company and shares of Restricted Stock that may be
forfeited, as described in subsection 7.(c) may be added back into the Option
and Restricted Stock Pool and reissued, provided, however, with respect to
persons subject to Section 16 of the 1934 Act, the total number of shares of
Option Stock and Restricted Stock that may be issued or reissued will be less
than 3,300,000 shares. Shares of Option Stock that would have been issuable
pursuant to Options, but that are no longer issuable because all or part of
those Options have terminated or expired may also be added back into the Option
and Restricted Stock Pool to be available for issuance.

6. Terms of Stock Option Agreements. Each Option granted pursuant to
this Plan will be evidenced by an Option Agreement between the Company and the
Eligible Participant to whom such Option is granted, in form and substance
satisfactory to the Committee in its sole discretion, consistent with this
Plan. Without limiting the foregoing, the following terms and conditions will
be considered a part of each Option Agreement (unless otherwise stated
therein):

(a) Covenants of Optionee. Nothing contained in this Plan, any
Option Agreement or in any other agreement executed in connection with the
granting of an Option under this Plan will confer upon any Optionee any right
with respect to the continuation of his or her status as an employee or officer
of the Company or its Subsidiaries.

(b) Option Vesting Periods. Except as otherwise provided herein,
each Option Agreement will specify the period or periods of time within which
each Option or portion thereof will first become exercisable (the "Option
Vesting Period"). Such Option Vesting Periods will be determined by the
Committee in its discretion, and may be accelerated or shortened by the
Committee in its discretion.

(i) Mechanics and Notice. Options may be exercised to the
extent exercisable by giving written notice to the Company
specifying the number of Options to be exercised, the date
of the grant of the Option or Options to be exercised, the
exercise price, the desired effective date of the exercise,
the number of full shares of Option Stock to be retained by
the Optionee after exercise, and the method of payment.
Once written notice complying with the requirements of this
subsection is received, the Committee or its designee shall
promptly notify the Optionee of the amount of the Option
Price and
<PAGE> 7

withholding taxes due, if either or both is applicable.
Payment of any amounts owing shall be due immediately upon
receipt of such notice.

(ii) Withholding Taxes. As a condition to the issuance of
shares of Option Stock upon exercise of an Option granted
under this Plan, the Optionee will pay to the Company in
cash, through cashless exercise as described in subsection
6.(e), or in such other form as the Committee may determine
in its discretion, the amount of the Company's tax
withholding liability, if any, associated with such
exercise. The Committee may prescribe a specific method of
payment of such withholding, in its discretion. For
purposes of this subsection 6.(c)(iii), "tax withholding
liability" will mean all federal and state income taxes,
social security tax, medicare tax and any other taxes
applicable to the income arising from the transaction
required by applicable law to be withheld by the Company.

(d) Payment of Option Price. Each Option Agreement will specify the
Option Price, with respect to the exercise of Option Stock granted thereunder,
which may be stated in terms of a fixed dollar amount, a percentage (not less
than 100%) of Fair Market Value at the time of the grant, a value based on a
market or peer group index or Designated Performance Criteria, or such other
method as determined by the Committee in its discretion. In no event will the
Option Price for an ISO or NSO granted hereunder be less than the Fair Market
Value (or, where an ISO Optionee is a 10% Stockholder, one hundred ten percent
(110%) of such Fair Market Value) of the Option Stock at the time such ISO or
NSO is granted. The Option Price will be payable to the Company in United
States dollars in cash or by check or, such other legal consideration as may be
approved by the Committee, in its discretion.

(e) Cashless Exercise. The Committee, in its discretion, may permit
an Optionee to pay all or a portion of the Option Price, and/or the tax
withholding liability set forth in subsection 6.(c)(ii) above, if applicable,
with respect to the exercise of an Option either by surrendering shares of
Stock already owned by such Optionee or by withholding shares of Option Stock,
provided that the Committee determines that the Fair Market Value of such
surrendered Stock or withheld Option Stock is equal to the corresponding
portion of such Option Price and/or tax withholding liability, as the case may
be, to be paid for therewith. To the extent that shares of Option Stock are
withheld as payment of all or a portion of the Option Price of an ISO, the
withholding of such shares will be treated as a Disqualifying Disposition, and
subject to Section 421(b) of the Code.

(f) Notice of Disqualifying Disposition. In the event of a
Disqualifying Disposition, the Optionee will promptly give written notice to
the Company of such disposition including information regarding the number of
shares involved, the exercise price of the underlying Option through which the
shares were acquired and the date of the Disqualifying Disposition.

(g) Termination of the Option. Except as otherwise provided herein,
each Option Agreement will specify the period of time, to be determined by the
Committee in its discretion, during which the Option granted therein will be
exercisable, not to exceed ten years from the date of grant in the case of an
ISO (the "Option Period"); provided that the Option Period will not exceed five
years from the date of grant in the case of an ISO granted to a 10%
Stockholder.

(i) ISOs. To the extent not previously exercised, each ISO
will terminate upon the expiration of the Option Period
specified in the Option Agreement; provided, however, that,
subject to the discretion of the Committee, each ISO will
terminate, if earlier: (a) immediately after the date that
the Optionee ceases to be an Eligible Participant for any
reason other than death, disability, or
<PAGE> 8

Retirement; (b) five years after the date that the Optionee
ceases to be an Eligible Participant by reason of such
person's death or disability; provided, however, that the
ISO will convert to an NSO if exercised more than twelve
months after death or disability; or (c) five years after
the Optionee ceases to be an Eligible Participant by reason
of such person's Retirement; provided, however, that the
ISO will convert to an NSO if exercised more than three
months after Retirement.

(ii) NSOs. To the extent not previously exercised, each NSO
will terminate upon the expiration of the Option Period
specified in the Option Agreement; provided, however, that,
subject to the discretion of the Committee, each NSO will
terminate, if earlier: (a) immediately after the date that
the Optionee ceases to be an Eligible Participant for any
reason, other than death, disability, or Retirement; or (b)
five years after the date the Optionee ceases to be an
Eligible Participant by reason of such person's death,
disability or Retirement.

(iii) Limited Stock Appreciation Rights. Notwithstanding any
other provision of this Agreement, and except as provided
in subsection 6.(g)(iii)(2) below, each Option will be
cancelled on the effective date of a Change in Control of
the Company or a liquidation or dissolution of the Company,
and in lieu of further rights under the Options, Optionees
will receive from the Company in cash the difference
between the Fair Market Value and the Option Price,
multiplied by the number of shares to which each Option
relates.

(1) For purposes of subsection 6.(g)(iii) only, the Fair
Market Value shall be the average between the highest
and lowest quoted price per share for sales made and
reported on the New York Stock Exchange, or on a sales
or quotation system maintained by the National
Association of Securities Dealers, or such other
national stock exchange on which such Stock of the
Company may then be listed and which constitutes the
principal market for such Stock on the latest trading
date for which sales or quotations are reported prior
to such effective date or, if greater, the price or
value received by stockholders for a share of Stock
with respect to the largest number of shares the
ownership of which is transferred in conjunction with
such Change in Control, liquidation or dissolution of
the Company.

(2) The Committee shall receive an opinion, dated as of
the Change in Control, from the independent auditors
of the surviving company, that the limited stock
appreciation rights granted in subsection 6.(g)(iii)
shall be accounted for as a pooling of interests. If
the Committee does not receive the required opinion,
it may declare subsection 6.(g)(iii) to be nullified.
In such case, all Options shall become immediately and
fully exercisable upon the Change in Control.
(h) Transferability of Options. ISOs will be subject to Transfer by
the Optionee only by will or the laws of descent and distribution. NSOs will
be subject to Transfer by the Optionee only by will or the laws of descent and
distribution or, at the discretion of the Committee, by direct gift to a family
member, or gift to a family trust or family partnership. The terms "family
member," "family trust" and "family partnership" shall have meanings consistent
<PAGE> 9

with Section 704 of the Code. Options will be exercisable only by the Optionee
during his or her lifetime, or, with respect to an NSO, by any of the
recipients of the Transfers specifically permitted by this subsection 6.(h).

(i) Compliance with Law. Notwithstanding any other provision of
this Plan, Options may be granted pursuant to this Plan, and Option Stock may
be issued pursuant to the exercise thereof by an Optionee, only after there has
been compliance with all applicable federal and state tax and securities laws.
The right to exercise an Option will be further subject to the requirement that
if at any time the Committee determines, in its discretion, that the listing,
registration or qualification of the shares of Option Stock called for by any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory authority, is necessary or desirable as
a condition of or in connection with the granting of such Option or the
purchase of shares of Option Stock, the Option may not be exercised, in whole
or in part, unless and until such listing, registration, qualification, consent
or approval is effected or obtained free of any conditions not acceptable to
the Committee, in its discretion.

(j) Stock Certificates. Certificates representing the Option Stock
issued pursuant to the exercise of Options will bear all legends required by
law and necessary to effectuate this Plan's provisions. The Company may place
a "stop transfer" order against shares of the Option Stock until all
restrictions and conditions set forth in this Plan and in the legends referred
to in this subsection 6.(j) have been complied with.

(k) Other Provisions. The Option Agreement may contain such other
terms, provisions and conditions, including such special forfeiture conditions,
rights of repurchase, rights of first refusal and other restrictions on
Transfer of Option Stock issued upon exercise of any Options granted hereunder,
not inconsistent with this Plan, as may be determined by the Committee in its
sole discretion.

7. Terms of Restricted Stock Agreements. Each issuance of Restricted
Stock pursuant to this Plan will be evidenced by a Restricted Stock Agreement
between the Company and the Eligible Participant to whom such Restricted Stock
is to be issued, in form and substance satisfactory to the Committee in its
sole discretion, consistent with this Plan. Each Restricted Stock Agreement
(unless otherwise stated therein) will be deemed to include the following terms
and conditions:

(a) Covenants of Restricted Stockholder. Nothing contained in this
Plan, any Restricted Stock Agreement or in any other agreement executed in
connection with the issuance of Restricted Stock under this Plan will confer
upon any Restricted Stockholder any right with respect to the continuation of
his or her status as an employee or officer of the Company or its Subsidiaries.

(b) Restricted Stock Vesting Periods. Except as otherwise provided
herein, each Restricted Stock Agreement may specify the period or periods of
time within which shares of Restricted Stock will no longer be subject to the
restrictions imposed under this Plan or any Restricted Stock Agreement (the
"Restricted Stock Vesting Period"), as set forth in this subsection 7.(b). A
Restricted Stock Agreement may also specify Designated Performance Criteria
which must be satisfied within the Restricted Stock Vesting Period. Restricted
Stock Vesting Periods shall be determined by the Committee in its discretion
and may be accelerated or shortened by the Committee in its discretion, but
shall not, provided all applicable Designated Performance Criteria have been
satisfied, exceed ten years for full vesting. All shares of Restricted Stock
shall become immediately and fully vested upon a Change in Control of the
Company.

(c) Forfeiture of Restricted Stock. To the extent that the
applicable Restricted Stock Vesting Period has not elapsed or the Designated
Performance Criteria have not been satisfied, each share of Restricted Stock,
subject to the discretion of the Committee, shall be forfeited immediately as
of the date the Restricted Stockholder ceases to be an Eligible Participant for
any reason.
<PAGE> 10

(d) Restrictions on Transfer of Restricted Stock.

(i) General Rule on Transfers of Restricted Stock. Restricted
Stock may be transferred only if required by law. All
Transfers of Restricted Stock not meeting the conditions
set forth in this subsection 7.(d) are expressly
prohibited.

(ii) Effect of Prohibited Transfer. Any prohibited Transfer of
Restricted Stock is void and of no effect. Should such a
Transfer purport to occur, the Company may refuse to carry
out the Transfer on its books, attempt to set aside the
Transfer, enforce any undertaking or right under this
subsection 7.(d), or exercise any other legal or equitable
remedy.

(iii) Escrow. The Committee may, in its discretion, require that
the Restricted Stockholder deliver the certificate(s) for the Restricted Stock
with a stock power executed in blank to the Secretary of the Company or his or
her designee to hold said certificate(s) and stock power(s) in escrow and to
take all such actions and to effectuate all such Transfers and/or releases as
are in accordance with the terms of this Plan. The certificate(s) may be held
in escrow so long as the shares of Restricted Stock are subject to any
restrictions under this Plan or under a Restricted Stock Agreement. Each
Restricted Stockholder acknowledges that the Secretary of the Company (or his
or her designee) is so appointed as the escrow holder with the foregoing
authorities as a material inducement to the issuance of shares of Restricted
Stock under this Plan, that the appointment is coupled with an interest, and
that it accordingly will be irrevocable. The escrow holder will not be liable
to any party to a Restricted Stock Agreement (or to any other party) for any
actions or omissions unless the escrow holder is grossly negligent relative
thereto. The escrow holder may rely upon any letter, notice or other document
executed by any signature purported to be genuine.

(e) Compliance with Law. Notwithstanding any other provision of
this Plan, Restricted Stock may be issued pursuant to this Plan only after
there has been compliance with all applicable federal and state tax and
securities laws.

(f) Stock Certificates. Certificates representing the Restricted
Stock issued pursuant to this Plan will bear all legends required by law and
necessary to effectuate this Plan's provisions. The Company may place a "stop
transfer" order against shares of the Restricted Stock until all restrictions
and conditions set forth in this Plan and in the legends referred to in this
subsection 7.(f) have been complied with.

(g) Market Standoff. To the extent requested by the Company and any
underwriter of securities of the Company in connection with a firm commitment
underwriting, no Restricted Stockholder of any shares of Restricted Stock will
sell or otherwise Transfer any such shares not included in such underwriting,
or not previously registered pursuant to a registration statement filed under
the 1933 Act, during the 120-day period following the effective date of the
registration statement filed with the Securities and Exchange Commission in
connection with such offering.

(h) Other Provisions. The Restricted Stock Agreement may contain
such other terms, provisions and conditions, including such special forfeiture
conditions, rights of repurchase, rights of first refusal and other
restrictions on Transfer of Restricted Stock issued hereunder, not inconsistent
with this Plan, as may be determined by the Committee in its sole discretion.

8. Adjustments Upon Changes in Stock. In the event of any change in the
outstanding Stock of the Company as a result of a stock split, reverse stock
split, stock dividend, recapitalization, combination or reclassification,
appropriate proportionate adjustments will be made:

(a) in the aggregate number of shares of Option Stock and
<PAGE> 11

Restricted Stock in the Option and Restricted Stock Pool;

(b) in the Option Price and the number of shares of Option Stock that may
be purchased pursuant to an outstanding Option granted hereunder;

(d) with respect to other rights and matters determined on a per share
basis under this Plan or any associated Option Agreement or Restricted Stock
Agreement.

Any such adjustments will be made only by the Committee, and when so made
will be effective, conclusive and binding for all purposes with respect to this
Plan and all Options and Restricted Stock then outstanding. No such
adjustments will be required by reason of the issuance or sale by the Company
for cash or other consideration of additional shares of its Stock or securities
convertible into or exchangeable for shares of its Stock.

9. Proceeds from Sale of Option Stock. Cash proceeds from the sale of
shares of Option Stock issued from time to time upon the exercise of Options
granted pursuant to this Plan will be added to the general funds of the Company
and as such will be used from time to time for general corporate purposes.

10. Modification, Extension and Renewal of Options. Subject to the terms
and conditions and within the limitations of this Plan, the Committee may
modify, extend or renew outstanding Options granted under this Plan, but in no
event may the Committee change the Option Price as stated in the Option
Agreement, if expressed as a fixed dollar amount, or the manner in which the
Option Price is to be calculated as stated in the Option Agreement, if
expressed as a percentage of Fair Market Value at the time of the grant, a
market or peer group index, Designated Performance Criteria or otherwise.
Notwithstanding the foregoing, no modification of any Option will, without the
consent of the holder of the Option, alter or impair any rights or obligations
under any Option previously granted under this Plan.

11. Amendment and Discontinuance. The Committee may amend, and the Board
may suspend or discontinue, this Plan at any time, provided that:

(a) No such action may, without the approval of the stockholders of
the Company, increase the maximum total number of shares of Option Stock and
Restricted Stock that may be granted to an individual over the term of this
Plan, change the definition of "Company Performance Criteria" as that term is
used in this Plan, materially increase (other than by reason of an adjustment
pursuant to Section 8 hereof) the aggregate number of shares of Option Stock
and Restricted Stock in the Option and Restricted Stock Pool that may be
granted pursuant to this Plan, materially increase the benefits accruing to
Plan participants or materially modify eligibility requirements for
participation in the Plan;

(b) No action of the Committee will cause ISOs granted under this
Plan not to comply with Section 422 of the Code unless the Committee
specifically declares such action to be made for that purpose;

(c) No action of the Committee shall alter or impair any Option or
Restricted Stock previously granted or awarded under this Plan without the
consent of such affected Optionee or Restricted Stockholder.

12. Plan Binding upon Successors. This Plan shall be binding upon and
inure to the benefit of the Company, its Subsidiaries, and their respective
successors and assigns, and Eligible Participants and their respective assigns,
personal representatives, heirs, legatees and beneficiaries.

13. Plan Compliance with Rule 16b-3. With respect to persons subject to
Section 16 of the 1934 Act, transactions under this Plan
<PAGE> 12

are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the 1934 Act. To the extent any provision of the Plan or
action by the Plan administrators fails to comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Plan
administrators.

14. Notices. Any notice to be given to the Company under the terms of an
Option Agreement or a Restricted Stock Agreement will be addressed to First of
America Bank Corporation, 211 S. Rose Street, Kalamazoo, Michigan 49007,
Attention: Senior Vice President of Human Resources, or at such other address
as the Company may designate in writing. Any notice to be given to an Optionee
or Restricted Stockholder will be addressed to the Optionee or Restricted
Stockholder at the address provided to the Company by the Optionee or
Restricted Stockholder. Any such notice will be deemed to be given when
deposited in the United States mail at a post office or branch post office
regularly maintained by the United States Postal Service, with postage fully
prepaid, enclosed in a properly sealed envelope, and addressed as required
under this Section 14.

15 Governing Law. This Plan will be governed by, and construed in
accordance with, the laws of the State of Michigan.

16 Copies of Plan. A copy of this Plan will be delivered to each
Optionee at or before the time he or she executes an Option Agreement, and to
each Restricted Stockholder of Restricted Stock at or before the time he or she
executes a Restricted Stock Agreement.

# # #

Date Plan Adopted by Board of Directors: February 21, 1996

Date Plan Approved by Stockholders: April 17, 1996

Date First Amendment to Plan Adopted by the Nominating and
Compensation Committee: November 20, 1996

<PAGE> 1

EXHIBIT (10)M

CLEARING CUSTODY
AND FINANCING AGREEMENT

BANKAMERICA
NATIONAL TRUST COMPANY

CLEARING, CUSTODY AND FINANCING AGREEMENT

This Agreement is entered into as of this 2nd day of March, 1995,
between BankAmerica Nationai Trust Company, a national banking
association with offices at 2 Rector Street, New York, New York
hereinafter "BankAmerica") and First or America Securities, Inc.
(hereinafter "Client").

RECITALS
WHEREAS, BankAmerica is in the business of providing clients with
clearing and other services in connection with transactions relating
to certain securities, and Client is desirous ot engaging the services of
BankAmerica.

NOW THEREFORE, in consideration d the premises, undertakings, and
covenants herein contained, the parties hereto agree as follows:

1. Services. BankAmerica shall receive or deliver securities br Client,
make and receive payment for securities for client, extend credit to and for
Client, and provide at Client's request such other clearing, settlement,
custody, draft, and financial sevices to Client as set forth on BankAmerica's
fee schedule in effect from time to time (a copy of which is annexed). Service
not set forth on the fee schedule will be provided by mutual agreement at
additional cost. Securities covered by this agreement shall include only
securities issued by the United States d America and its agencies and such
other securities as BanicAmerica shall agree to accept.

2. Payment. Client shall pay BankAmerica (a) for the services set forth in
Paragraph 1 according to the rates in the fee schedule, which rates shall be
subject to adjustment upon written or oral notice by BankAmerica to Cliient;
(b) reimbursable expenses incurred by BankAmerica; (c) interest on all credit,
advances. and other flnancial accommodations extended by BankAmerica at such
rate or rate established by BankAmerica from time to time; and (d) for any
other services or advances provided by BankAmerica for or on account of Client.
Payment due BankAmerica may be deducted from Client's account(s).

3. Receipt, Delivery and Custody of Securities.

(a) BankAmerica shall receive or deliver, or cause to be received or
delivered, securities from, for, or on behalf of Client pursuant to
instructions from Client through Client's general clearing account. Client
shall give BankAmerica instructions in form and substance satisfactory to
BankAmerica. Client shall deliver to BanicAmerica a copy of resolutions of
Client's Board of Directors certified by the President, Chief Financial Officer
a Secretary designating the individuals authorized to transmit instructions and
effect transactions under this Agreement

(b) if BankAmerica shall deliver, or cause to be delivered, a security
against payment and is not timely paid therefor, BankAmerica shall use its best
efforts to collect the sum due plus an amount equal to a reasonable rate of
interest on the sums due for the period of the delay in payment.

(c) BankAmerica shall hold securities as custodian for Client.
BankAmerica will take Client's instructions as to the disposition of
securities, except to the extent otherwise provided under this Agreement.
BankAmerica will take reasonable steps to collect all payments of money, goods,
or other property due or owing to Client as owner of the securities and hold
the same in Client's general clearing account.
<PAGE> 2

(d) BankAmerica need not perform any service with respect to a security
until the security is within the possession or control of BankAmerica in good
deliverable form. Securities held for other clients of BankAmerica shall not
create rights or duties on behalf of Client. BankAmerica shall use its best
efforts to correct problems caused by receipt or delivery of securlties that
are not in good deliverable form. Client shall bear all risk for transactions
involving securities not in good deliverable form and will give instructions
regarding the disposition of such securities.

(e) If BankAmerica shall deliver or shall cause to be delivered on behalf
of Client a security with a collection of a draft or other claim against such
delivery, BankAmerica shall not be responsible for failure to receive payment
therefor although it may have made advances against the draft or claim. If
BankAmerica shall carry out a transaction, sell, or cause the transfer or
pledge of securities according to the instructions of Client, Client and not
BankAmerica shall be liable for the transaction.

(f) Client shall cooperate fully with and assist BankAmerica in the event
of the floss, theft, disappearance, destruction or damage, in whole or in part,
of any securities delivered to BankAmerica. BankAmerica shall not make inquiry
of securities delivered by Client of any system for lost or stolen securities,
except as specifically agreed with Client.
(g) Upon Client's instruction and subject to Paragraph 6(b) hereof,
BankAmerica will hold securities that Client designates in writing to
BankAmerica as securities for the account of Client's customers (as defined in
Rules 8c-1 and 15c2-1 under the Securities Exchange Act of 1934, as amendeed)
by entering same on its books in a segregated account denominated Customer
Clearance Account. BankAmerica shall not be obligated to hold such securities
separate and apart from securities otherwise held by BankAmerica for Client and
others.

(h) Upon Client's instruction and subject to Paragraph 6(b) hereof,
BankAmerica will hold securities that Client designates in writing to
BankAmerica as securities to be held free from BankAmerica's lien by entering
same on its books in a segregated account denominated Safekeeping Account or
Segregation Account. BankAmerica shall not be obligated to hold such
securities separate and apart from securities otherwise held by BankAmerica for
Client and others. Securities held for Client in such segregated account will
not be reclassified or otherwise disposed of except upon receipt by BankAmerica
of Client's instructions.

4. Credit

(a) In connection with the services performed under this Agreement,
BankAmerica may, in its discretion, extend, renew increase, decrease. or
withdraw credit to or for Client. All loans to Client shall be payable on
demand, and are subject to such terms and conditions as BankAmerica may, from
time to time, deem appropriate.

(b) Client agrees to pay interest and principal when due and hereby
authorizes BankAmerica to charge and debit Client's account(s) to effect
payment. BankAmerica has informed Client of BankAmerica's current margin
requirements. Client agrees to maintain margin as required from time to time by
BankAmerica or repay loans.

5. Power of Attorney. Client appoints BankAmerica its true and lawful
agent and attorney-in-fact to make, execute, and deliver for, on behalf of, and
in the name of Client any and all documents and instruments, including stock
powers, bond powers, drafts, negotiable instruments, and powers of assignment,
to enable BankAmerica to render services under this Agreement, including to
make a security negotiable, transferable, or in good delivery form, to transfer
or register the transfer of a security into the name of any entity, including
that of BankAmerica or its nominee, or to do any other acts BankAmerica deems
necessary or appropriate to effect the purposes of this Agreement. Client shall
at any time and from time to time execute and deliver such further agreements
or powers ot attorney as may be necessary to vest in BankAmerica the powers
conferred in this Paragraph.
<PAGE> 3

6. Grant of Security Interest and Use of Colleteral.

(a) To secure the timely discharge of all Client s obligations to
BankAmerica, Client grants to BankAmerica a security interest in, lien upon,
and right of set-off as to all securities and rights with respect to those
securities, money, and other property, and all proceeds thereof and
accommodations thereto, now or hereafter held by, deposited with, or otherwise
within the possession or control of BankAmerica its agents, or affiliated
persons (as defined by the Securities Exchange Act of 1934, as amended), or
held by or for Client by a financial intermediary and identified to BankAmerica
or known by BankAmerica to be so held ("Collateral ); provided, however, that
the security interest and lien granted hereunder shall not extend to securities
as long as they are carried on BankAmerica s books, pursuant to Client's
instructions, in a segregated account for securities to be held free from
BankAmerica's lien.

(b) BankAmerica need not remove any Collateral from the lien of
BankAmerica, including by transferring securities to an account free from
BankAmerica's lien or by effecting the delivery of securities free of payment,
if after giving effect to such instructions, BankAmerica would deem itself less
than adequately secured or Client would not be in compliance with BankAmerica's
margin requirements then in effect. Any instruction from Client in
contravention of the foregoing shall be of no force or effect regardless of any
action taken by BankAmerica.

(c) BankAmerica shall have the right to dispose of Collateral in any
manner set forth in Section 9-504 of the New York Uniform Commercial Code or
permitted by other applicable law Disposition of the Collateral will be deemed
to be in a commerically reasonable manner if BankAmerica (i) retains the
services of a broker s broker or other broker or securities dealer, (ii) sells
the Collateral for settlement on the same business day as the day of sale or
next business day after sale (cash sale), and (iii) restricts the market or
market participants to which the Collateral is offered for sale, such as by
using a private quotation service or by refusing to solicit or receive bids or
offers from one or more persons or groups of persons including Client and its
agents, affiliates, or parties acting together with or at the behest of Client,
or any combination ot or all of the foregoing. BankAmerica or its affiliates
may purchase the Collateral at any sale at the publicly-quoted ask price on the
date of sale or at the publicly-quoted ask price at the open of business on the
next business day if the sale is not held during business hours.

(d) Regarding Collateral in BankAmerica's possession or control,
BankAmerica shall use reasonable care in the custody and preservation of such
Collateral, but need not take any steps necessary to preserve rights against
prior parties, unless instructed by Client and then at Client's expense.

(e) BankAmerica may grant a security interest in, pledge, re-pledge,
hypothecate, re-hypothecate, enter into and perform repurchase and reverse
repurchase agreements and securities loan and securities borrow agreements with
the Collateral, separate or together with collateral of other clients, without
retaining possession or control of a like amount of Collateral and without
notice to Client. BankAmerica may use and deal with the Collateral and bear
the risk and benefit thereof; BankAmerica's only obligation being to return the
Colateral upon Client's satisfaction in full of its obligations to BankAmerica
or the deposit with BankAmerica of Collateral satisfactory to BankAmerica in
substitution for the Collateral being returned or a combination of the
foregoing.

7. Additional Collateral.

(a) At such time as BankAmerica deems itself insecure with respect to
Client's ability to perform its obligations BankAmerica may request and Client
shall promptly: (i) reduce the amount of credit extended to or for Client by
BankAmerica, or (ii) deliver additional Collateral to BankAmerica in an amount
satisfactory to BankAmerica. As to the additional Collateral, BankAmerica shall
have all the same rights as to additional Collateral granted it in Paragraph 6
above.

(b) Client specifically agrees that: (i) demands for payment of
<PAGE> 4

funds be honored (a) within two hours of the demand or no later than
10:00 a.m., New York time, on the next day that banks are open for
business in New York, New York, as BankAmerica shall select, and (b)
in immediately available funds; (ii) securities deposited by Client as
Collateral in which Client makes a market or has a significant position be
valued at a discount (which may be significant), as determined by BankAmerica
in its sole discretion, (iii) requests by BankAmerica for the deposit of
additional Collateral, reduction in amount or payment in full of credit
extended for or arranged for Client or a combination thereof be fulfilled not
later than two hours after such request or one hour after BankAmerica's opening
for business on the business day succeeding such demand, as BankAmerica shall
select. All demands made hereunder may be oral if promptly confirmed in
writing.

8. Pledge, Sale or Assignment of Obligations. Client hereby authorizes
BankAmerica to pledge, re-pledge, hypothecate, re-hypothecate, sell, or assign,
in whole or in part, to one or more parties all or part of any one or more
obligations of Client to BankArnerica including liabilities arising out of
credit extended to or arranged for Client, without notice to Client. Each
pledgee or purchaser of such obligations shall have the same rights in and to
an aliquot, portion of the Collateral as BankAmerica. Notwithstanding any
pledge, sale or assignment, Client shall pay all of its obligations to
BankAmerica unless and until BankAmerica gives Client notice of a pledge or
assignment and identifies the person to which the obligation was pledged or
assigned, the amount of the obligation pledged or assigned and the Colleral
with respect thereto, at which time such obligation shall be paid by Client to
that third person.

9. Representations and Warranties. Client hereby makes the following
continuing representations and warranties:

(a) Client is duly organized and existing under the laws of the
jurisdiction of its organization with full power and authority to execute and
deliver this Agreement and to perform all the duties and obligations to be
performed by it hereunder.

(b) This Agreement and the performance of all transactions contemplated
hereunder have been duly authorized by Client in accordance with all requisite
corporate action. This Agreement has been duly executed and delivered and
constitutes a valid, legal and binding obligation of Client, enforceable in
accordance with its terms.

(c) Client has and at all times shall maintain a Broker's Blanket Bond or
Banker's Blanket Bond in amounts that are reasonable in view of Client's volume
of business

(d) Any information regarding Client that is, has been, or in the future
will be furnished to BankAmerica is accurate and complete and does not omit any
material information.

(e) Client shall furnish BankAmerica, as soon as possible after
preparation, copies of its audited and unaudited statements of financial
condition (other than tax returns), that Client makes, or otherwise are,
publicly available or are filed with any government, governmental agency, or
self regulatory organization (as defined in the Securities Exchange Act of
1934, as amended) and such other information, reports, or financial statements
as BankAmerica may, from time to time, reasonably request. All financial
statements shall be prepared in accordance with generally accepted accounting
principles applied on a consistent basis except as otherwise expressly
provided.

(f) Client is in compliance with, and during the term of this Agreement
will remain in compliance wlth, all applicable laws rules, and regulations of
any government, governmental agency, or self regulatory organization having
authority or jurisdiction over Client or any transaction or other matter which
may involve BankAmerica performing services for or extending credit to or for
Client.

(g) All securities delivered by or on behalf of Client to BankAmerica are
delivered tree, clear, and unencumbered by any rights, claims, or interests of
any third person except the rights of Client's customers in securlties that
BankAmerica shall shall by entering same
<PAGE> 5

on its books in a segregated account pursuant to instructions from
Client as set forth in Paragraph 3(h) above.

(h) All securities Client instructs BankAmerica to carry in the Customer
Clearance Account will be securitles carried for the accounts of Client's
customers and the pledge and hypothecation thereof, and grant of a security
interest therein, by Client will not contravne any provision of Rules 8c-1 and
15c2-1 under the Securities Exchange Act of1934, as amended.

(i) Client shall notify BankAmerica promptly of any material adverse
change in its position, financiai or otherwise.

10. Limitations on Liability and Indemnification.

(a) BankAmerica shall not be liabie for any expense claim, loss or damage
suffered by Client or any third person arising out of or caused by any delay
in, or failure to, performance by BankAmerica, in whole or in part, arising out
or a caused by circumstances beyond BankAmerica's direct and reasonable
controi, including without limitation: acts of God; interruption, delay in, or
loss (partial or complete) of electrical power or of computer (hardware or
software) or communication services; act of civil or military authority,
sabotage; war or other government action; civil disturbance or riot; strike or
other labor disturbance; national emergency epidemic; flood, earthquake, fire
or other catastrophe; government, judicial, or self regulatory organization
order, rule, or regulation; energy or naturali resource difficulty or shortage;
and inability to obtain or timely to obtain materials, equipment or
transportation.

(b) With respect to all securities delivered hereunder, BankAmerica shall
be deemed an "intermediary" as defined in Section 8- 306(3) of the New York
Unitorm Commercial Code and the only warranty given by BankAmerica shall be the
warranty provided in Section 8-306(3).

(c) BankAmerica shall not be liable for any expense, claim, loss or damage
Client or any third person may suffer by reason of any delay Client or
BankAmerica may experience in obtaining securities from any clearing agent,
transfer agent, Federal Reserve book entry system, issuer, broker, dealer,
customer or Client, or third person, or in obtaining monies from any customer
or Client, bank clearing agent, the Federal Reserve wire transfer system, or
third person. BankAmerica shall not be liabie for any expense, claim, loss or
damage suffered by Client or any third person due to BankAmerica's failure to
follow any-special terms or conditions on receipts from or deliveries to one or
more persons imposed by BankAmerica at its discretion from time to time.

(d) BankAmerica shall not be liable for any expense, claim, loss or damage
Client or any third person may suffer because any security received or
delivered by BankAmerica shall be invalid or fraudulent or by reason of any
failure of signature by an unathorized person on, or forgery or wrongful
alteration of, a written instrument or inaccuracy, incompletness or falsity of
data transmitted by computer tape, terminal, or other computer facilities or in
a written instrument if BankAmerica shall have had reason to believe that such
instrument instruction, or data was for the account or benefit of Client or
that the writing was signed by, or the data or computer tape was transmitted
by, an approriately authorized person. BankAmerica may act on oral instructions
from a person BankAmerica reasonably believes to be authorized to give such
instructions, and Client will be so bound except as to instructions given after
the opening of business on the second business day after receipt by BankAmerica
of a signed written notice from Client that such porson is not so authorized.
BankAmerica shall not be liable for any expense, Cliim, loss or damage Client
or any third person may suffer by reason of BankAmerica acting upon any
instructions (whether written, or oral or via computer facilities) or any
notice, request, waiver, consent, receipt or other document which BankAmerica
reasonably believes to be genuine or transmitted by authorized persons
designated in Client's crertified list.

(e) In performing its obligations pursuant to this Agreement, BankAmerica
may use such agents, clearing agents, correspondents, custodians and securities
depositories as BankAmerica, in its
<PAGE> 6

discretion, deems necessary, appropriate or desirable includlng, but
not limited to, Depository Trust Company, Midwest Securities Trust
Corporation, National Securities Clearing Corporation and MBS Clearing
Corporation. BankAmerica shall not be liable for any expense, claim, loss or
damage Client or any third person may suffer by reason of any action or
omission to act on the part of such agents, clearing agents, or custodians or
securitbs depositories, except that BankAmerica shall pay Client an allocable
portion of any recovery by BankAmerica from such agents, clearing agents,
correspondents, custodians or securitles deposititories with respect to such
action or omission to act.
(f) BankAmerica shall provide Client with periodic statements and advices
concerning transactions effected for Client's account(s) and securities
positions held in Client's account(s). Client shall promptly review all such
statements and advices and shall promptly advise BankAmerica of any error,
omission, or inaccuracy in the transactions or positions reported. BankAmerica
shall not be liable under any circumstances for any errors, failures, or
omissions that shail have been reported by BankAmerica in statements and
advices to Client and that Client shall not have promptly advised BankAmerica
to remedy or correct.

(g) Client agrees to release, indemnify, and hold harmless BankAmerica its
officers, directors, employes, agents, and affiliated persons for any expense
(including attorneys' fees and accountants' fees), claim, loss, or damage
suffered by Client or any third person relating to those areas of liability
expressly disclaimed or restricted above. In addition, Client agrees to
release, indemnify, and hold harmless BankAmerica, its officers, directors,
employees, agents, and affiliated persons for any expense (including attorneys'
fees and accountants' fees), loss, damage, claim, fine, or penalty incurred by
or asserted against Client, BankAmerica, or any third person arising out of
BankAmerica's performance of services for Client under this Agreement, or any
actual or alleged breach by Client or BankAmerica of any provision of this
Agreement, or any failure in whole or in part or delay in performing any duty
or obiigation hereunder, other than by reason of gross negligence or
intentional, willful malfeasance of BankAmerica. Specitically, Client further
agrees to release, indemnify and hold harmless BankAmerica, its officers,
directors, employees, agents, and affiliated persons for their costs and
attorneys' fees in connection with their defense of or participation in any
action, claim, investigation, or administrative proceeding arising out of
BankAmerica's performance of services for Client under this Agreement. All
releases and indemnifications provided herein shall survive termination of this
Agreement.

11. Termination. Either party may terminate this Pgreement upon thirty
days written notice given to the other party, provided, however, that such
notice of termination shall be effective:

(a) Immediately, if the other party shall: (i) become or be declared
insolvent; (ii) file a petition rommencing a voluntary case under any chapter
of Title 11 or similar law of the United States Code, or have a petition filed
under Chapter 7 or 11 of rrtle ll or similar law commencing involuntary
bankruptcy; (iii) make a general assignment for the benefit of its creditors;
(iv) be unable to or fail to pay its obligations timely as they mature; (v)
sell or agree to sell substantially all of its assets; (vi) file an application
for, or consent to, the appointment of any receiver, trustee, custodian,
liquidator, or similar person for all or any portion of its property; (vii)
file a petition seeking a reorganization of its financial affairs or take
advantage of any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution a reorganization of its financial affairs or take advantage ofany
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, or
liquidation law or statute (viii) take any corporate action for the purpose of
effecting any of the foregoing; or (ix) if Client shall be subject to
investigation or disciplinary action by any securities regulator; or (x) any
condition or event shall occur which BankAmerica in good faith believes will
have a material adverse effect on Client's business or operations.

(b) Immediately, if any statement, representation, or warranty made herein
or in any document provided in connection with this Agreement shall be, or have
been at the time made or during the term of this Agreement, false or misleading
in any material respect.
<PAGE> 7

12. General Provisions. This Agreement shall be governed by, interpreted
under, and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be perforrned in the State of New York.
Except as provided in Paragraph 8 above, neither this Agreement nor any rights,
duties, or obligations hereunder shall be assignable by BankAmerica or Client
except that BankAmerica may assing this Aggreement or its rights, dutes, or
obligations hereunder, In whole or in part, to BankAmerica Corporation or a
subsidiary or affilate thereof or to a company succeeding to the interest of
BankAmerica by reason of merger, sale, or reorganizations. Except as otherwise
provided in this Agreement, any failure by either party hereto to comply with
any provision of this Agreement shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.

This Agreement embodies the entire agreement between the partles with
respect to the transactions contemplated hereunder and contains all of the
terms, conditions, and provisions thereof. This Agreement supersedes all prior
agreements and understandings by the parties with respect to such transactions.

*** START HERE ***
CLIENT First of America Securities, Inc.

BY: /S/ Susan L. Currier

Title: President & CEO

BY:

Title:

BankAmerica
NATIONAL TRUST COMPANY

BY: /S/ Joseph Guardino, SVP

ATTEST
<PAGE> 8

AMENDMENT

THIS AMENDMENT dated as of the 2nd day of March, 199 5 between BANKAMERICA
NATIONAL TRUST COMPANY ("BankAmerica") and FIRST OF AMERICA SECURITIES, INC.
("Client") amends and supplements the Clearing Custody and Financing Agreement
(the "CCF Agreement") dated March 2nd 1995 between BankAmerica and Client.

WHEREAS, BankAmerica is in the business of providing clients with clearing
and other services and receives funding for certain of its services from
various sources which may vary from time to time; and

WHEREAS, the parties hereto wish to amend and supplement the CCF Agreement
in order to clarify the intent of the parties thereunder; and

NOW, THEREFORE, the parties hereto aqree as follows:

1. Section 1 of the CCF Agreement is hereby amended by adding the
following sentence after the first sentence: "The attached fee schedule
("Fee Schedule") shall remain in effect for a period of three years from
the date of this Amendment."

Section 1 of the CCF Agreement is further amended by deleting the language
following the word "agencies" and substituting the following therefor:
",securities eligible for deposit in the Depository Trust Company or the
Participants Trust Company, and such other securities as shall be mutually
agreed upon by the parties hereto from time to time."

2. Section 2(c) of the CCF Agreement is hereby amended by deleting
the language set forth in the CCF Agreement and substituting the following
therefor: "(c) interest on all credit or advances, which interest shall
accrue at the rate stated in the Fee Schedule as in effect from time to
time and for other financial accommodations extended by BankAmerica at
such rate or rates established by BankAmerica from time to time;".

3. Section 4(a) of the CCF Agreement is hereby amended by deleting
the language following the words "conditions as BankAmerica" and
substituting the following therefor: "and Client may from time to time
mutually agree upon."

4. Section 9(c) of the CCF Agreement is hereby amended by adding the words
"in Client's best judgment" after the word "reasonable" and by adding the
words "type and" before the word "volume".

5. Section 11 of the CCF Agreement is hereby amended by deleting the words
"thirty days" in the first line and substituting the words "ninety days"
therefor.

6. Section 12 of the CCF Agreement is hereby amended by adding the
following language to the end of the second sentence ", provided, however,
that BankAmerica shall provide Client with reasonable prior notice in the
event of any such assignment of this Aqreement."

7. The provisions of this Amendment shall be effective as of the
date hereof.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed by its duly authorized officer(s).

FIRST OF AMERICA SECURITIES, INC.

By: /S/ Susan L. Currier

Title: __________________________

BANKAMERICA NATIONAL TRUST COMPANY

By:
Title: SVP

<PAGE> 1

EXHIBIT (10)N

General Loan and Collateral Agreement
of FIRST OF AMERICA SECURITIES, INC.

In order to induce Chemical Bank __________________ (hereinafter called
the "Bank") from time to time in its discretion to extend or continue credit to
or make other financial accommodations to or for the benefit of the undersigned
or to or for the benefit of third parties on the guaranty or endorsement or
other assurance of the undersigned, the undersigned grants to the Bank by
pledge, assignment and/or hypothecation and agrees that in addition to any
rights which the Bank would otherwise have, the Bank shall have a lien for all
the liabilities of the undersigned upon, all property and the proceeds thereof
(including any property of others that the undersigned has the power to pledge,
assign, hypothecate or otherwise dispose of), real or personal, tangible or
intangible, of any kind, or any interest in any thereof, now or hereafter
pledged, mortgaged, transferred or assigned to the Bank, Chemical Securities,
Inc., or any other affiliate of the Bank or its agents or otherwise in the
possession or control of the Bank, Chemical Securities, Inc., or any other
affiliate of the Bank now or hereafter, for safekeeping, custody, pledge,
transmission and collection or for any other or different purpose for the
account or benefit of the undersigned and also upon any balance of any deposit
account or of any credit of the undersigned with the Bank, Chemical Securities,
Inc., or any other affiliate of the Bank whether now existing or hereafter
established, hereby authorizing the Bank at any time or times with or without
prior notice to apply such balances or credits or any part thereof to such of
the liabilities of the undersigned, although contingent or unmatured, in such
amounts as it may select and whether or not the collateral or the
responsibility of other persons primarily, secondarily or otherwise liable may
be deemed adequate. All such property and balances and credits are hereinafter
collectively referred to as the "collateral". For the purposes of this
paragraph, all remittances and property shall be deemed to be in the possession
of the Bank as soon as the same may be put in transit to it by mail or carrier.

For the purposes of this instrument, the term "liabilities of the
undersigned" shall include all present and future liabilities of the
undersigned to the Bank of any and all kinds, and claims of every nature and
description of the Bank against the undersigned, whether created directly or
acquired by the Bank by assignment or otherwise, whether now existing or
hereafter arising, absolute or contingent, joint or several, due or to become
due, secured or unsecured. If the liabilities of the undersigned arise out of
the undersigned's guaranty of another person's or entity's (a "Borrower") debt
to the Bank, such Borrower's obligations shall be part of the liabilities of
the undersigned.
<PAGE> 2

The undersigned shall remain responsible for ascertaining any maturities,
calls, conversions, exchanges, tenders or similar matters relating to the
collateral, and the Bank shall have no duty to so ascertain or to inform the
undersigned with respect thereto (whether or not the Bank has, or is deemed to
have, knowledge). Should the undersigned ascertain any such event and request
that the Bank take action with respect thereto, the Bank shall not be required
to do so unless such request be in writing and the Bank determines that such
action will not adversely affect the value as collateral of the collateral.

The undersigned authorizes the Bank to deliver to others a copy of this
General Loan and Collateral Agreement as written notification of the
undersigned's transfer of a security interest in the Collateral to the Bank.
The undersigned will execute immediately upon the Bank's request such documents
and endorsements as are necessary or desirable, in the Bank's sole discretion,
to perfect and continue perfected the liens and security interests granted
herein or to enable the Bank to negotiate, transfer and deliver the collateral.
The undersigned hereby appoints the Bank as the undersigned's attorney-in-fact,
at the Bank's option and at the undersigned's expense, to do all acts and
things, in the undersigned's name, place and stead, which the Bank deems
necessary or desirable to perfect and continue perfected the security interests
created herein and to protect the collateral . Upon receipt of any securities,
dividends, or the like, that are distributed to the undersigned (as a result of
a cash or stock dividend, stock split or otherwise) in respect of securities
being held by the Bank, Chemical Securities, Inc., or any other affiliate of
the Bank as collateral, the undersigned shall immediately deliver such
securities, duly assigned, or such dividend payments, to the Bank or such
affiliate.

The undersigned agrees that if at any time or times the value, represented
by the price readily available to the Bank at an immediate sale, of the
collateral then held by the Bank, should decline or should not be, in the sole
judgment of the Bank, satisfactory or adequate, or shall be, in the sole
judgment of the Bank, unsatisfactory or inadequate with respect to any and all
unpaid liabilities of the undersigned, then and in each such event (hereinafter
referred to as an "event of deficiency"), as to the existence or occurrence of
which the opinion of the Bank or any of its officers shall, for the purposes of
this instrument, be conclusive, the undersigned will, with or without notice or
demand, immediately pay on account such amount, or furnish such further
security, as may, in either case, be satisfactory to the Bank. During the
existence of any event of deficiency, the Bank may at any time or from time to
time, with or without notice, declare any or all of the liabilities of the
undersigned, although otherwise unmatured or contingent, immediately absolute
and due and payable, by making an endorsement or endorsements to such effect
upon the evidences of such liabilities or upon this instrument.

In the event of (a) any default for any reason under any of the
liabilities of the undersigned or default in.the prompt payment (at maturity,
by acceleration or otherwise) of any of the liabilities of the undersigned, or
(b) the insolvency, suspension of usual business, general assignment or failure
of the undersigned or any Borrower, or (c) the appointment of a receiver,
conservator, rehabilitator or similar officer for the undersigned or any
Borrower or for any of the property of the undersigned or any Borrower, or (d)
the issuance of any warrant of attachment against any of the property of the
undersigned or any Borrower, or the issuance of any levy by a taxing authority
or (e) the filing of a petition in bankruptcy by or against the undersigned or
any Borrower or the commencement of any proceedings by or against the
undersigned or any Borrower under any bankruptcy or debtors law for the relief
or reorganization of the undersigned or any Borrower or for the composition,
extension, rearrangement or readjustment of any obligations of the undersigned
or any Borrower, or (f) the commencement of any proceedings supplementary to
execution relating to any judgment against the undersigned or any Borrower, or
(g) death or dissolution, merger, consolidation or reorganization, then and in
any such event (hereinafter referred to as an "event of default") all
liabilities of the undersigned, although otherwise unmatured or contingent,
shall forthwith become absolute and due and Payable without any notice or
demand whatsoever.
<PAGE> 3

Upon and after the happening of any event of deficiency or event of
default, the Bank shall have, in addition to all other rights and remedies, the
remedies of a secured party under the New York Uniform Commercial Code.

The undersigned hereby authorizes the Bank at any time during the
existence of any event of deficiency, or upon or at any time after the
occurrence of any event of default, whether occasioned by acceleration of
maturity of any of the liabilities of the undersigned as hereinbefore provided
or otherwise, to sell or grant options to purchase or otherwise realize upon
the whole or from time to time any pan of the collateral with or without notice
or demand of payment of any of the liabilities of the undersigned. Any such
sales may be made at any broker's board or at public or private sale, at the
option of the Bank, with or without advertisement or notice of intention to
sell or of the time or place of sale and may be for cash or credit and for
present or future delivery. At any sale the Bank may become the purchaser of
any of the property sold, free from any right of redemption.

The undersigned agrees to pay to the Bank, as soon as incurred, all costs
and expenses incidental to the care, sale, or collection of or realization upon
any of the collateral or in any way relating to the rights of the Bank
hereunder, including counsel fees. The Bank may apply any or all proceeds of
the collateral to the payment or reduction of such of the liabilities of the
undersigned and in such amounts as it may select. although contingent and
although unmatured; and may set off, without notice, against all or any part of
the liabilities of the undersigned, whether or not then due or matured, all
amounts owed by the Bank in any capacity to the undersigned in any capacity,
whether or not then due or matured, and the Bank shall be deemed to have
exercised such right against such funds immediately upon an event of default or
event of deficiency and without further action even though such set off is
subsequently entered on the Bank's books and records; and in case of any
deficiency, the undersigned wilt remain liable therefor.

The undersigned expressly waives and releases any right under any theory
whatsoever to require the Bank to collect any portion of the liabilities of the
undersigned from any other person or from the proceeds of any other property
held by the Bank. The Bank is hereby authorized, with or without notice, before
or after maturity of any of the liabilities of the undersigned, to transfer to
or register in the name of its nominee or nominees all or any part of the
collateral and to exercise any or all rights of collection, enforcement,
conversion or exchange and other similar rights, privileges and options
pertaining to the collateral, but the Bank shall have no duty to exercise any
such rights, privileges or options or to sell or otherwise realize upon any of
the collateral as herein authorized or to preserve the same and shall not be
responsible for any failure to do so or delay in doing so.

The undersigned expressly waives all notices of any character whatsoever
and waives, as against the Bank, any right of subrogation, contribution,
indemnification and all other rights available to the undersigned at law or in
equity.
The Bank may transfer this instrument and/or any or all instruments
evidencing any or all of the liabilities of the undersigned and may deliver the
collateral or any part thereof to the transferee or transferees, who shall
thereupon become vested with all the powers and rights with respect thereto
given to the Bank hereby or by the instrument or instruments so transferred,
and the Bank shall thereafter be forever relieved and fully discharged from any
liability or responsibility with respect thereto; but the Bank shall retain all
rights and powers hereby given to it with respect to any and all liabilities of
the undersigned and collateral not so transferred. The provisions of the fifth
and sixth paragraphs hereof shall be and remain effective although any of the
conditions stated therein shall, with or without the knowledge of the Bank,
exist at or immediately after the time of its acceptance of any liability of
the undersigned or of further security or of any payment on account.
Presentment and demand for payment with respect to any of the liabilities of
the undersigned may be made at the office of the Bank. Any notice to or demand
on the undersigned elected to be given or made by the Bank or any transferee
shall be deemed effective, if not first otherwise made
<PAGE> 4

or given, when forwarded by mail, telecopier, cable or radio or telephoned to
the last address of the undersigned appearing on the Bank's books. No
act or delay on the part of the Bank or any transferee in exercising any rights
hereunder or failure to exercise the same shall operate as a waiver of any
rights; no notice to or demand on the undersigned shall be deemed to be a
waiver of the obligation of the undersigned or of the right of the Bank or of
any transferee to take further action without notice or demand as provided
herein; nor in any event shall any waiver be effective unless in writing and
then the same shall be applicable only in the specific instance for which
given. No course of dealing between the undersigned and the Bank shall be
effective to modify or discharge in whole or in part this agreement.

This agreement shall cover all future as well as all existing transactions
and shall remain effective irrespective of any interruptions in the business
relations of the undersigned with the Bank. The term "undersigned" as used
herein shall, if this instrument is signed by more than one party, mean the
"undersigned and each of them" and each undertaking herein contained shall be
their joint and several undertaking, provided, however, that in the phrases "of
the undersigned", "by the undersigned", "against the undersigned", "for the
undersigned", "to the undersigned", and "on the undersigned'', the term
"undersigned" shall mean the "undersigned or any of them", and the Bank may
release or exchange any of the collateral belonging to any of the parties
hereto and may renew or extend any of the liabilities of any of them and may
make additional advances or extensions of credit to any of them and may release
or fail to set off any deposit account or credit of any of them and may grant
other indulgences to any of them, all from time to time, before or after
maturity of any of the liabilities of the undersigned, with or without further
notice to or assent from any of the other parties hereto. If any party hereto
shall be a partnership, the agreements herein contained shall remain in force
and applicable notwithstanding any changes in the individuals composing the
partnership, and the term "undersigned" shall include any altered or successive
partnerships, but the predecessor partnerships and their partners shall not
thereby be released from any liability.

The Bank and the undersigned, in any litigation arising out of or in
connection with the collateral, the liabilities of the undersigned or this
agreement, IRREVOCABLY WAIVE TRIAL BY JURY.

This agreement shall be governed by and construed in accordance with
the laws of the State of New York.

Executed and delivered this 14 th day of AUGUST, 1995

__________________________
(Individual Borrower)
__________________________
(Individual Borrower)

FIRST OF AMERICA SECURITIES, INC.
(Name of Corporate or Partnership Borrower)

/S/ Susan L. Currier, President & CEO
BY: Name and Title

_________________________________________
BY: Name and Title

ATTEST:___________________________________________
(for corporate Borrower only - to be signed
by Secretary or Assistant to Secretary)

(AFFIX CORPORATE SEAL HERE)

<PAGE> 1

EXHIBIT (10)O

BROKER LOAN PLEDGE AND SECURITY AGREEMENT

Dated as of August 30, 1996

This Broker Loan Pledge and Security Agreement is executed by the Debtor
in favor of The First National Bank of Chicago.

1. DEFINITIONS.

As used in this Security Agreement:

"Bank" means The First National Bank of Chicago, its branches,
subsidiaries and affiliates and their successors and assigns.

"Collateral" means all of the following, wherever located, in which the
Debtor now has or hereafter acquires any interest including all cash and
noncash proceeds and records relating thereto and all dividends, interest,
income, distributions, collections and any other rights or property which the
owner would be entitled to receive with respect to, or in substitution or
exchange for, any of the following: all Pledged Securities; all deposits with
the Bank; and all other property delivered or pledged to the Bank or in which
the Bank is granted a security interest or which is actually or constructively
held by or in the possession of the Bank or its agent or designee, including,
without limitation, any such property which is in any account with the Bank or
any account which is owned by, pledged to, or controlled by, the Bank with a
clearing corporation, custodian, trust company, bank, broker, clearing company,
Federal Reserve Bank or other entity, and further including, without
limitation, property delivered for safekeeping, collection, pledge or
transmission.

"Collateral Schedule" shall mean the schedules, lists, descriptions or
other communications (including by electronic data entry, telex and facsimile
transmission) delivered or transmitted to the Bank or its agent or designee
pursuant to Section 5 hereof, each of which shall constitute a part of this
Security Agreement.

"Customer Securities" means Securities carried by the Debtor for the
account of any customer within the meaning of Rules 8c1 and 1 5c21 of the
Securities and Exchange Commission.

"Debtor" means the undersigned party designated as "Debtor" on the
signature page hereof.

"Default" means an event described in Section 6 hereof.

"Firm Securities" means Securities owned by the Debtor for its own
account.

"Lien" means any security interest, mortgage, pledge, hypothecation, lien,
claim, charge, encumbrance, title retention agreement or lessor's interest, in
or on any property.

"Obligations" means any and all existing and future indebtedness,
obligation and liability of every kind, nature and character, direct or
indirect, absolute or contingent including all renewals, extensions and
modifications thereof and all fees, costs and expenses incurred by the Bank in
connection with the documentation, administration, collection or enforcement
thereof), of the Debtor to the Bank, howsoever and whensoever created, arising,
evidenced or acquired.

"Pledged Securities" means all Securities delivered to the Bank, its agent
or designee, including without limitation, those held by a depository, clearing
corporation or similar entity.

"Section" means a numbered section of this Security Agreement, unless
another document is specifically referenced.

"Security" and "Securities" shall mean instruments, certificated and
uncertificated securities, stocks, notes, bonds, debentures, government
securities, options, warrants, pass through certificates, and certificates of
deposit and any other security defined as such under the Illinois Uniform
Commercial Code, as amended from time to
<PAGE> 2

time.

"Security Agreement" means this Broker Loan Pledge and Security Agreement,
as it may be amended from time to time.

The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

2. GRANT OF SECURITY INTEREST.

The Debtor hereby pledges and assigns to the Bank and grants to the Bank a
continuing security interest in, and right of offset against, the Collateral to
secure payment of the Obligations provided, however, that Customer Securities
shall secure the Obligations only to the extent described in Section 12 hereof.

3. REPRESENTATIONS AND WARRANTIES.

The Debtor represents and warrants to the Bank that:

3.1. Existence and Standing. The Debtor, if a corporation, is duly
organized and is validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, and the Debtor has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted.

3.2. Authorization, Validity and Enforceability. The execution and
delivery by the Debtor, if a corporation or partnership, of this Security
Agreement has been duly authorized by proper corporate or partnership
proceedings, as applicable, and this Security Agreement constitutes a legal,
valid and binding obligation of the Debtor and creates a security interest
which is enforceable against the Debtor in all now owned and hereafter acquired
Collateral.

3.3. Firm Securities. Each Pledged Security which is a Firm Security will,
at the time of pledge, be owned by the Debtor free and clear of any liens,
security interests or encumbrances, except for the security interest granted to
the Bank hereunder.

3.4. Customer Securities. It is a broker or dealer as defined in the
Securities Exchange Act of 1934, as amended, and that the pledge of the
Securities designated as Customer Securities does not and will not contravene
any provision of Rules 8c1 or 15c21 of the Securities and Exchange Commission
in effect from time to time. The Debtor has full power and authority from each
customer to pledge the Customer Securities and to permit such Securities to be
commingled with securities carried for the account of other customers of the
Debtor.

3.5. Regulation U. In accordance with Section 2(c) of Regulation U of the
Board of Governors of the Federal Reserve System, it is subject to Regulation T
promulgated by such Board of Governors and does not extend or maintain credit
to or for customers except in accordance with the provisions of such Regulation
T. The Debtor further represents and warrants to the Bank that (i) the proceeds
of all extensions of credit constituting the Obligations shall be used for one
or more of the special purposes described in, and shall meet the conditions of,
Section 221.5(c) of Regulation U of such Board of Governors or, if not so used,
(ii) the Obligations will be secured by Collateral having a sufficient value to
comply with Regulation U.

4. COVENANTS.

From the date of this Security Agreement, and thereafter until this
Security Agreement is terminated:

4.1. Inspection. The Debtor will permit the Bank, by its representatives
and agents, to inspect the Collateral, to examine and make copies of the
records of the Debtor relating thereto, and to discuss the Collateral, and the
records of the Debtor with respect thereto with, and to be advised as to the
same by, the Debtor's officers and employees.

4.2. Records and Reports. The Debtor will maintain complete and accurate
books and records with respect to the Collateral, and furnish to the Bank such
reports relating to the Collateral as the Bank may
<PAGE> 3

from time to time may reasonably request and subject to
confidentiality. With respect to any Collateral which may be held by a third
party, the Debtor shall instruct such party to mark its records or take such
other action acceptable to the Bank to reflect the Bank's interest in such
Collateral.

4.3. Financial Statements and Other Actions. The Debtor shall, at its own
expense, keep the Collateral free and clear of all liens, security interests,
claims, or encumbrances, except in favor of the Bank and defend the Bank's
interest in the Collateral against the claims of all persons and entities. The
Debtor will execute and deliver to the Bank all financing statements and other
documents from time to time requested by the Bank in order to maintain a first
perfected security interest in the Collateral

4.4. Uncertificated Securities. If any of the Collateral consists of
uncertificated securities, the Debtor will, or will authorize the Bank to,
cause the appropriate issuers of uncertificated securities constituting
Collateral to mark their books and records with the numbers and face amounts of
all uncertificated securities constituting Collateral and all rollovers and
replacements therefor to reflect the Lien of the Bank granted pursuant to this
Security Agreement, or the Debtor will take or cause the issuers or any other
third parties to take such other action or make such notifications as may be
required by applicable law.

4.5. Registration of Pledged Stock. The Bank may, at its option, register
any registerable Collateral in the name of the Bank or its nominee after the
occurrence of a Default.

4.6. Exercise of Right in Pledge Stock. The Debtor will permit the Bank or
its nominee at any time after the occurrence of a Default, without notice, to
exercise all voting and corporate rights relating to the Collateral, including,
without limitation, exchange, subscription or any other rights, privileges or
options pertaining to any shares of the stock pledged as Collateral and the
Pledged Securities as if it were the absolute owner thereof.

4.7. Negotiable Form. All Collateral, at the time it becomes part of the
Collateral, will be in negotiable form (either in bearer form, endorsed in
blank, with endorsement guaranteed, or such other form satisfactory to the
Bank, suitable for immediate transfer or registration to the Bank or its
nominee or at its order).

4.8. No Liens. The Debtor will not create, incur or suffer to exist any
lien, pledge, security interest or encumbrance on any of the Collateral except
the security interest created by this Security Agreement. None of the
Collateral will be held at any clearing corporation or clearing bank in an
account over which such clearing corporation or bank has any lien or right of
setoff or if held at a clearing corporation or clearing bank, the Bank shall
determine the collateral value of such Collateral only upon the excess, if any,
of the current market value of such Collateral over the amount of any lien or
right of setoff which such clearing corporation or clearing bank has. If
requested by the Bank, the Debtor will cause such clearing corporation or
clearing bank to from time to time confirm to the Bank the amount of any such
lien or right of setoff.

5. DELIVERY, SUBSTITUTION AND WITHDRAWAL OF COLLATERAL.

5.1. Delivery of Collateral. The Debtor shall promptly deliver to the
Bank, its agent or designee, all Collateral pledged to the Bank pursuant to
this Security Agreement. The Bank agrees that delivery to the Bank may be
accomplished by transfer of Pledged Securities to the account of the Bank at
Depository Trust Company in New York, the Midwest Securities Trust Company in
Chicago or any similar depository acceptable to the Bank and that any direction
by the Debtor to transfer any Securities to the Bank's account with any such
depository or any other action taken in accordance with a depository's
customary procedures regarding pledging of Collateral shall constitute a pledge
by the Debtor of such Securities to the Bank and the confirmation of such
pledge. Debtor further agrees that any agent or designee of the Bank or any
depository or clearing corporation holding the Collateral shall have the right
to deliver any Collateral held by it for the benefit of the Bank to the Bank or
to sell Collateral at the
<PAGE> 4

direction of the Bank.

5.2. Withdrawal of Collateral. Provided no Default shall exist prior to or
after giving effect thereto, the Debtor may withdraw all or any portion of the
Collateral from time to time if, simultaneously therewith and after giving
effect to any contemporaneous borrowings, repayments, and substitutions of
Collateral the outstanding balance of the Obligations is secured by Securities
of a type acceptable to the Bank having a collateral value determined by the
Bank in its sole discretion to be satisfactory to it. No withdrawal or
substitution of Collateral shall be effective until the Bank shall have
consented to such withdrawal or substitution. Notwithstanding the foregoing,
the Bank shall not be obligated to release any collateral in violation of the
release and substitution rules of Regulation U.

5.3. Sale of Securities. Unless the then outstanding Obligations are
secured by other Securities of a type acceptable to, and having a collateral
value satisfactory to, the Bank, the Debtor shall, promptly upon its receipt of
any proceeds from the sale, pledge or other disposition of any of the
Collateral, and in no event more than 10 days after such proceeds are received
by the Debtor, deliver such proceeds to the Bank to be deposited in the special
collateral! account established pursuant to Section 9.2 after the occurrence of
a Default.

6. DEFAULT.

6.1. The occurrence of any one or more of the following events shall
constitute a Default:

6.1.1. Any representation or warranty made by or on behalf of the
Debtor to the Bank under or in connection with this Security Agreement shall be
materially false as of the date on which made.

6.1.2. The breach by the Debtor of any of the terms or provisions of this
Security Agreement.

6 .1. 3. Any material portion of the Collateral shall be transferred
or otherwise disposed of, either voluntarily or involuntarily, in any manner
not permitted by this Security Agreement or shall be lost, stolen, damaged or
destroyed.

6.1.4. Any Obligation shall not be paid when due, whether at stated
maturity, upon any accelerated maturity or otherwise.

6.1.5. Failure of the Debtor to pay any material indebtedness when
due, or the default by the Debtor in the performance of any other term,
provision or condition contained in any agreement under which any such
indebtedness was created or is governed, the effect of which is to cause, or to
permit the holder or holders of such indebtedness to cause, such indebtedness
to become due prior to its stated maturity.

6.1.6. The Debtor shall (i) have an order for relief entered with
respect to it under the United States Bankruptcy Code, (ii) be unable, or admit
in writing its inability, to pay its debts generally as they become due, (iii)
make an assignment for the benefit of creditors, (iv) apply for, seek, consent
to, or acquiesce in, the appointment of a receiver, trustee, examiner,
liquidator or similar official for it or any substantial part of its property,
(v) institute any proceeding seeking an order for relief under the United
States Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtor or fail to file an
answer or other pleading denying the material allegations of any such
proceeding filed against it, (vi) take any action, corporate or otherwise, to
authorize or effect any of the foregoing actions set forth in this Section
6.1.6 or (vii) fail to object in good faith to any appointment or proceeding
described in Section 6.1.7

6.1.7. Without the application, approval or consent of the Debtor, a
receiver, trustee, examiner, liquidator or similar official shall be appointed
for the Debtor or any substantial part of its
<PAGE> 5

property, or a proceeding described in Section 6.1.6 shall be instituted
against the Debtor and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of 30 consecutive
days.

6.1.8. The making of an application by the Securities Investor
Protection Corporation for a decree adjudicating that customers of the Debtor
are in need of protection under the Securities Investor Protection Act of 1970,
as amended from time to time and the failure of the Debtor to obtain dismissal
of such application within 30 days.

6.1.9. The Securities and Exchange Commission shall revoke the
registration of the Debtor as a broker-dealer.

6.1.10. [Intentionally omitted.]

6.2. Acceleration and Remedies. If any Default occurs, then, upon the
election of the Bank or, in the case of a Default under Section 6.1.6 or 6.1.7,
without any action on the part of the Bank, the Obligations shall immediately
become due and payable without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived, and the Bank may exercise any
or all of the rights and remedies provided (i) in this Security Agreement, (ii)
to a secured party when a debtor is in default under a security agreement by
the Illinois Uniform Commercial Code and (iii) by any other applicable law
including, without limitation, any law governing the exercise of a bank's right
of setoff or bankers' lien. With respect to Obligations which are contingent
and cannot be accelerated by their nature, the Bank may require the Debtor to
deposit cash or other acceptable collateral in an amount sufficient to cover
principal and interest which will have accrued by the maturity date on said
Obligations to be held as security for said Obligations in the special
collateral account referred to in Section 9.2. The Bank may also, at its
election, terminate or close-out any futures contracts or commitments the Bank
may have with the Debtor.

6.3. Debtor's Obligations Upon Default. Upon the request of the Bank after
the occurrence of a Default, the Debtor will:

6.3.1. Assembly of Collateral. Assemble and make available to the
Bank the Collateral and all records relating thereto at any place or places
specified by the Bank.

6.3.2. Bank Access. Permit the Bank, by the Bank's representatives
and agents, to enter any premises where all or any part of the Collateral, or
the books and records relating thereto, or both, are located, to take
possession of all or any part of the Collateral and to remove all or any part
of the Collateral.

7. WAIVERS, AMENDMENTS AND REMEDIES.

No delay or omission of the Bank to exercise any right or remedy granted
under this Security Agreement or under applicable law shall impair such right
or remedy or be construed to be a waiver of any Default or an acquiescence
therein, and any single or partial exercise of any such right or remedy shall
not preclude other or further exercise thereof or the exercise of any other
right or remedy, and no waiver, amendment or other variation of the terms,
conditions or provisions of this Security Agreement whatsoever shall be valid
unless in writing signed by the Bank, and then only to the extent in writing
specifically set forth. All rights and remedies contained in this Security
Agreement or by law afforded shall be cumulative and all shall be available to
the Bank until the Obligations have been paid in full.

8. PROCEEDS.

The proceeds of the Collateral shall be applied by the Bank to payment of
the Obligations in the following order:

(a) FIRST, to payment of all costs and expenses of the Bank incurred
in connection with the collection and enforcement of the Obligations or of the
security interest granted to the Bank pursuant to this Security Agreement;
<PAGE> 6

(b) SECOND, to payment of the principal of, and unpaid interest and
fees in respect of the Obligations or to the collateralization of all
Obligations which are contingent and cannot by their nature be accelerated
which payments may be applied and reapplied to the Obligations in such order as
the Bank elects, and;

(c) THIRD, the balance, if any, after all of the Obligations have
been satisfied, shall be deposited by the Bank into the Debtor's general
operating account with the Bank, or to such other account as the Debtor may
direct in writing .

9. GENERAL PROVISIONS.

9.1. Disposition of Collateral. After Default, the Bank may dispose of all
or any part of the Collateral in such a manner and upon such terms as the Bank,
in its sole discretion, shall determine. If any notification of a proposed
disposition of the Collateral is required by applicable law, such notice shall
be deemed reasonable if sent to the Debtor, addressed as set forth in Section
10, at least 3 business days prior to any public sale or the time after which
any private sale may be made. The Debtor hereby expressly agrees that the
Pledged Securities are securities of a type customarily sold on a recognized
market and as such, no notice of any sale or disposition of any of the Pledged
Securities need be given unless trading in a particular Security shall have
been suspended or ceased on all recognized markets at such time.

9.2. Special Collateral Account. The Bank may require all cash proceeds of
the Collateral to be deposited in a special noninterest bearing cash collateral
account with the Bank and held there as security for the Obligations except as
provided in Section 5.3. The Debtor shall have no control whatsoever over said
cash collateral account. If no Default has occurred or is continuing, the Bank
shall from time to time deposit the collected balances in said cash collateral
account into the Debtor's general operating account with the Bank or, upon
notice to the Debtor, apply such balances to payment of the Obligations. If any
Default has occurred and is continuing, the Bank may, at its option, apply the
collected balances in said cash collateral account to the payment of the
Obligations whether or not the Obligations shall then be due, or hold said cash
collateral as Collateral hereunder.

9.3. Bank Performance of Debtor Obligations. Without having any obligation
to do so, the Bank may perform or pay any obligation which the Debtor has
agreed to perform or pay in this Security Agreement and the Debtor shall
reimburse the Bank for any amounts paid by the Bank pursuant to this Section.
The Debtor's obligation to reimburse the Bank pursuant to the preceding
sentence shall be an Obligation payable on demand. The Bank shall use its best
efforts to provide the Debtor with prior notice of any action taken by the Bank
under this Section 9.3 but the failure of the Bank to deliver or the Debtor to
receive such notice shall not affect the Debtor's obligation hereunder.

9.4. Authorization for Bank to Take Certain Action. The Debtor irrevocably
authorizes the Bank at any time and from time to time during the term of this
Security Agreement in the sole discretion of the Bank and appoints the Bank as
its attorney in fact to act on behalf of the Debtor (i) to execute on behalf of
the Debtor as debtor and to file financing statements necessary or desirable in
the Bank's sole discretion to perfect and to maintain the perfection and
priority of the Bank's security interest in the Collateral, (ii) to indorse and
collect any cash proceeds of the Collateral, (iii) to file a carbon,
photographic or other reproduction of this Security Agreement or any financing
statement with respect to the Collateral as a financing statement in such
offices as the Bank in its sole discretion deems necessary or desirable to
perfect and to maintain the perfection and priority of the Bank's security
interest in the Collateral, and (iv) to apply the proceeds of any Collateral
received by the Bank to the Obligations as provided in Section 8.

9.5. Specific Performance of Certain Covenants. The Debtor acknowledges
and agrees that a breach of any of the covenants contained in Sections 4.4,
4.8, 5.1, 5.3, 6.3 and 9.2 will cause irreparable injury to the Bank, that the
Bank has no adequate remedy at law in respect of such breaches and therefore
agrees, without
<PAGE> 7

limiting the right of the Bank to seek and obtain specific performance of other
obligations of the Debtor contained in this Security Agreement, that the
covenants of the Debtor contained in the Sections referred to in this Section
shall be specifically enforceable against the Debtor.

9.6. [Intentionally omitted.]

9. 7 . Dispositions Not Authorized. The Debtor is not authorized to sell
or otherwise dispose of the Collateral except as set forth in Section 5.2 and
notwithstanding any course of dealing between the Debtor and the Bank or other
conduct of the Bank, no authorization to sell or otherwise dispose of the
Collateral (except as set forth in Section 5.2) shall be binding upon the Bank
unless such authorization is in writing signed by the Bank.

9. 8. Definition of Certain Terms. Terms defined in the Illinois Uniform
Commercial Code which are not otherwise defined in this Security Agreement are
used in this Security Agreement as defined in the Illinois Commercial Code as
in effect on the date hereof.

9.9. Benefit of Agreement. The terms and provisions of this Security
Agreement shall be binding upon and inure to the benefit of the Debtor and the
Bank and their respective successors and assigns, except that the Debtor shall
not have the right to assign its rights under this Security Agreement or any
interest herein, without the prior written consent of the Bank

9.10. Survival of Representations. All representations and warranties of
the Debtor contained in this Security Agreement shall survive the execution and
delivery of this Security Agreement.

9. 11 . Taxes and Expenses. Any taxes (excluding income taxes) payable or
ruled payable by Federal or State authority in respect of this Security
Agreement shall be paid by the Debtor, together with interest and penalties, if
any. The Debtor shall reimburse the Bank for any and all out-of-pocket expenses
and interest charges (including reasonable attorneys', auditors' and
accountants' fees and reasonable time charges of attorneys, paralegals,
auditors and accountants who may be employees of the Bank) paid or incurred by
the Bank in connection with the administration, collection and enforcement of
this Security Agreement and in the audit, analysis, administration, collection,
preservation or sale of the Collateral (including the expenses and charges
associated with any periodic or special audit of the Collateral). The
obligations of the Debtor under this Section shall survive termination of this
Security Agreement.

9.12. Headings. The title of and section headings in this Security
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Security Agreement.

9.13. Termination. This Security Agreement shall continue in effect
(notwithstanding the fact that from time to time there may be no Obligations or
commitments therefore outstanding) until (i) the Bank has received written
notice of its termination from the Debtor and (ii) no Obligations or
commitments of the Bank which would give rise to any Obligations shall be
outstanding.

9.14. Entire Agreement. This Security Agreement embodies the entire
agreement and understanding between the Debtor and the Bank relating to the
Collateral and supersedes all prior agreements and understandings between the
Debtor and the Bank relating to the Collateral.

9.15. Choice of Law. This Security Agreement shall be construed in
accordance with the laws of the State of Illinois applicable to contracts with
national banking associations made and performed wholly in Illinois.

9.16. Indemnity. The Debtor hereby agrees to assume liability for, and
does hereby agree to indemnify and keep harmless the Bank, and its successors,
assigns, agents and employees, from and against any and all liabilities,
damages, penalties, suits, costs, and expenses of any kind and nature, imposed
on, incurred by or asserted
<PAGE> 8

against the Bank, or its successors, assigns, agents and employees, in any way
relating to or arising out of this Security Agreement, or the purchase,
ownership, delivery, possession, use, sale or other disposition of any
Collateral except for any such events arising out of the gross negligence or
willful misconduct by the Bank, its successors, assigns, agents and employees.

9.17. Consent to Jurisdiction and Waiver of Jury Trial. The Debtor hereby
irrevocably submits to the non-exclusive jurisdiction of any United States
federal or Illinois state or local court sitting in Cook County, Illinois in
any action or proceedings arising out of or related to this Security Agreement
and hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court. The Debtor hereby
waives any rights to jury trial in any action arising hereunder or in
connection herewith.

10. NOTICES.

10.1. Sending Notices. Any notice required or permitted to be given under
this Agreement may be, and shall be deemed, given and sent when deposited in
the United States mail, postage prepaid, or by facsimile, or by standard
overnight carrier, addressed to the Debtor or by hand delivery to the Debtor at
the address set forth on Exhibit "A" hereto as its principal place of business,
and to the Bank at the address set forth under its signature hereto.

10.2. Change in Address for Notices. Each of the Debtor and the Bank may
change the address for service of notice upon it by a notice in writing to the
other.

11. SETOFF

In addition to, and without limitation of, any rights of the Bank under
applicable law, if the Debtor becomes insolvent, however evidenced, or any
Default occurs, any indebtedness from the Bank to the Debtor may be offset and
applied toward the payment of the Obligations, whether or not the Obligations,
or any part thereof, shall then be due.

12. CUSTOMER SECURITIES.

In order that the Debtor may comply with the Rules and Regulations of
the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, concerning the hypothecation of Customer
Securities, the Bank hereby agrees with the Debtor that,
notwithstanding anything to the contrary contained in this Security
Agreement:

(a) None of the Obligations, except Obligations arising out of or in
connection with any credit extended against Customer Securities, shall be
secured by or be any Lien against any Customer Securities.

(b) All of the Obligations, however constituted, shall be secured by all
Firm Securities.

(c) No rehypothecation, assignment or other transfer of any Customers'
Securities or any interest therein shall be made by the Bank except subject to
the limitations contained herein.

IN WITNESS WHEREOF, the Debtor has executed this Security Agreement as of
the date first above written.

FIRST OF AMERICA SECURITIES, INC. ("Debtor")

By: /S/ Susan L. Currier
Title: President & CEO

157 S. Kalamazoo Mall
Kalamazoo, Michigan 49003-4077

Accepted:

THE FIRST NATIONAL BANK OF CHICAGO
<PAGE> 9

By: /S/ Andrea S. Kantor
Title: Vice President

The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670

Attention: Linda Taliani
Suite No. 0162

MASTER BROKER LOAN NOTE

Chicago, Illinois
Date: August 30, 1996

FOR VALUE RECEIVED, FIRST OF AMERICA SECURITIES, INC. (the "Company")
promises to pay to the order of The First National Bank of Chicago (the
"Bank"), in lawful money of the United States at the office of the Bank at One
First National Plaza, Chicago, Illinois, or as the Bank may otherwise direct
the aggregate outstanding unpaid principal amount of loans ("Loans") advanced
hereunder, together with interest as provided below.

Except as provided in the following paragraph, each Loan hereunder shall
be due and payable on the day following the day on which the Loan is made and
shall bear interest at the rate per annum quoted to the Company by the Bank
("Transaction Rate"), which rate shall be applicable to and in effect for the
day on which it is quoted.

In addition to the Transaction Rate, the Company and the Bank may agree to
a fixed interest rate ("Fixed Rate") and a specific term in excess of one day
for a Loan (a "Fixed Rate Loan") at the time of borrowing. Each such Fixed Rate
Loan shall be due and payable at the specified maturity of such Loan.

Unless another rate is specifically agreed to by the Bank for any Loan, a
Transaction Rate Loan or Fixed Rate Loan not paid when due shall thereafter be
payable on demand and bear interest at a rate equal to the greater of the
corporate base rate of interest announced by the Bank from time to time,
changing when and as the corporate base rate changes or the then applicable
Fixed Rate or Transaction Rate.

On each business day of the Bank for which the Company desires the Bank to
make a Loan, any person authorized to borrow on behalf of the Company (an
"authorized person") may request by telephone a quote for an interest rate for
such Loan. If the Bank elects to offer a Loan to the Company and if the Company
elects to accept the rate at the time such rate is quoted by the Bank, then the
Bank shall make a Loan at the stipulated rate on such day. Any authorized
person may request a Loan or an interest rate quote hereunder and give the Bank
information relevant to such Loan by telephone or telex. The Company agrees
that, in implementing this arrangement, the Bank is authorized to honor
requests which it believes, in good faith, to emanate from an authorized person
acting pursuant to this note, whether in fact that be the case or not. The
Company will confirm the terms of each Loan by mailing a confirmation letter to
the bank signed by an authorized person.

Each payment of principal hereunder shall be made in immediately available
funds (or clearinghouse funds if the Loan was made in clearinghouse funds).
Interest on all Loans shall be due and payable in immediately available funds
on the last day of each month during which a Loan is outstanding. If any
payment shall become due and payable on a Saturday, Sunday or legal holiday
under the laws or Illinois, such payment shall be made on the next succeeding
business day in Illinois and any such extended time of the payment of principal
shall be included in computing interest at the rate this note bears in
connection with such payment. All interest hereunder shall be computed for the
actual numbers of days elapsed on a 360 day year basis.

Fixed Rate Loans may be prepaid prior to the agreed maturity of that Loan
only upon payment to the Bank of all loss or cost to the
<PAGE> 10

Bank resulting from such prepayment, including without limitation, any loss or
cost in liquidating or employing deposits acquired to fund or maintain such
Fixed Rate Loan.

The Company hereby authorizes the Bank to record Loans, maturities,
repayments, interest rates and payment dates on the schedule on the reverse
side of this note or otherwise on the Bank's books and records in accordance
with the Bank's usual practices. The obligation of the Company to repay each
Loan made hereunder shall be absolute and unconditional notwithstanding any
failure of the Bank to enter such amounts on such schedule and, in the event of
disagreement as to the terms of a transaction, the Bank's records shall govern,
absent manifest error. The Company hereby authorizes the Bank to deposit the
proceeds of Loans to, and to charge payments of principal and interest against,
the Company's deposit account with the Bank or as otherwise requested by the
Company. All Loans shall be made by the Bank in immediately available funds
unless the Company specifically requests clearinghouse funds when such Loan is
requested.
Nothing in this note shall constitute a commitment to make Loans to the
Company. This Note is secured by that certain Security Agreement dated as of
August 30, 1996 between the Company and the Bank. If any Default under and as
defined in the Security Agreement has occurred and is continuing, the Bank may
declare all unpaid principal and interest on the Loans and unpaid fees
immediately due and payable and any indebtedness from the Bank to the Company
may be offset and applied toward the payment of all unpaid principal, interest
and fees payable hereunder, whether or not such amounts or any part thereof,
shall then be due. The Company expressly waives any presentment, demand,
protest or notice in connection with this note now, or hereafter, required by
applicable law and agrees to pay all costs and expenses of collection. The
Company represents to the Bank, in accordance with Regulation U of the Board of
Governors of the Federal Reserve System, that it is subject to Regulation T
promulgated by such Board of Governors and that it does not extend or maintain
credit to or for customers except in accordance with the provisions of such
Regulation T. This note and all Loans made hereunder, shall, to the extent
permitted by law be secured by all collateral, if any, now or hereafter pledged
by the Company to the Bank together with all proceeds thereof to the extent
permitted by law.

This note shall be governed by the internal laws (and not the law of
conflicts) of the State of Illinois, giving effect, however, to federal laws
applicable to national banks.

FIRST OF AMERICA SECURITIES, INC.

By: /S/ Susan L. Currier
Title: President & CEO

<PAGE> 1

EXHIBIT (23)

KPMG Peat Marwick LLP

The Board of Directors First of America Bank Corporation:

We consent to incorporation by reference in the registration
statements of Form S-3 (Registration Statement Number 33-49813), Forrn S-3
(Registration statement Number 3365378), Form S-8 (Registration Statement
Number 33-46297), Form S-8 (Registration Statement Number 33-38891), Form S-8
(Registration Number 33-57851), and Forrn S-8 (Registration Statement Number
333-14645), of First of America Bank Corporation of our report dated January
14, 1997, relating to the consolidated balance sheets of First of America Bank
Corporation and its subsidiaries as of December 31, 1996 and 1995 and the
related consolidated statements of income, changes in shareholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1996, which report appears in the December 31, 1996 annual report on Form IO-K
of First of America Bank Corporation.

/S/ KPMG Peat Marwick LLP

February 21, 1997 Chicago, Illinois

<PAGE> 1

EXHIBIT (24)

FIRST OF AMERICA BANK CORPORATION

POWER OF ATTORNEY

Each of the undersigned directors of First of Arnenca Bank Corporation does
hereby authorize each of Richard F. Chormann and Thomas W. Lambert and each of
them to execute in his or her behalf and sign his or her name to the Annual
Report on Form 10-K for the year ended December 31, 1996, of the said
corporation to the Securities and Exchange Commission and any amendment or
amendments thereto and appoints the same Richard F. Chormann and Thomas W.
Lambert and each of them as attomey in fact to sign in his or her behalf
individually and as a director of said corporation such report and any
amendments thereof.

/S/ DANIEL R. SMITH

/S/ JOSEPH J. FITZSIMMONS

/S/ MARTHA M.MERTZ

/S/ JOEL N. GOLDBERG

/S/ ROBERT L. HETZLER

/S/ JAMES S. WARE

/S/ WALTER J. WOLPIN

/S/ LEY S. SMITH

/S/ CLIFFORD L. GREENWALT

/S/ DOROTHY A. JOHNSON

/S/ JON E. BARFIELD

Dated: January 15, 1997

<ARTICLE> 9
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,205,962
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 163,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
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<TOTAL-ASSETS> 22,062,179
<DEPOSITS> 17,619,296
<SHORT-TERM> 1,837,990
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598,132
0
<COMMON> 0
<OTHER-SE> 1,186,066
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<EXPENSE-OTHER> 845,003
<INCOME-PRETAX> 383,343
<INCOME-PRE-EXTRAORDINARY> 256,708
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<CHANGES> 0
<NET-INCOME> 256,886
<EPS-PRIMARY> 4.16
<EPS-DILUTED> 4.16
<YIELD-ACTUAL> 4.53
<LOANS-NON> 84,185
<LOANS-PAST> 26,726
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</TABLE>