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The following is an excerpt from a DEF 14A SEC Filing, filed by MICHIGAN COMMUNITY BANCORP LTD on 4/30/2003.
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The Board of Directors does not know of any other matter to be presented at the Annual Meeting other than the proposals discussed in this proxy statement. Generally, under MCB's bylaws, no business other than the items discussed in this proxy statement may be transacted at the meeting. However, if any other matter properly comes before the Annual Meeting, your proxies will act on such a matter in their discretion.


Our Board of Directors is divided into classes and as a result, the terms of the directors are staggered. Each class of directors serves a three-year term. This year the terms of our Class III directors end. Each of the Class III directors have been nominated to be elected to a new three year term that would expire in 2006. Each elected director will serve until the end of his term and the election of a qualified successor. Messrs. Davison, Hernandez and Sumner are Class III directors and if elected will serve a new three-year term. Earlier in 2002, the Board accepted the resignation of David A. McKinnon from the Board. In February 2003, the Board accepted the resignation of Paul E. Baltzer, John W. Melstrom and David F. Shellenbarger.

If any nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board or the Board may reduce the number of directors to be elected at the Annual Meeting.

The following information is furnished with respect to all of our directors. The ages of the directors are as of December 31, 2002.

Frank D. Blowers, 55. Mr. Blowers has been the President and Chief Operating Officer of Michigan Community Bancorp Limited since February 2002. He has also served as the President and Chief Executive Officer of North Oakland Community Bank since April 2001 and President and Chief Executive Officer of Lakeside Community Bank from its inception until April 2001 and again since February 2002. Prior to joining Lakeside, from 1991 to 1997 Mr. Blowers was a Senior Vice President for First of America Bank, N.A. and was responsible for product sales for a region with branches that held approximately $750 million in assets. Mr. Blowers has over 30 years of banking experience and previously served as Senior Vice President for Security Bank, St. Clair Shores, Michigan. Term expires 2005.

Gary Davison, 50. Since 1988 Mr. Davison has been a partner with the certified public accounting firm of Davison and Associates. NOMINEE.

Phillip T. Hernandez, 54. Since 1999 Mr. Hernandez has been a self-employed consultant. From 1991 until 1999 Mr. Hernandez served as President of the Efficient Sanitation Division of Waste Management of Michigan, Inc., Clinton Township, Michigan, an environmental waste service company. NOMINEE.

Joseph S. Lentine, 44. Since 1984, Mr. Lentine has served as Vice President of Marketing and Office Administration for Golden Dental Plans, Inc., Warren, Michigan, a state-licensed dental care delivery system company. In addition, since 1979, Mr. Lentine has served as President of LeCom, Inc., Warren, Michigan, a communications contracting firm. Term expires 2004.

Frederick Maibauer, MD, 60. Dr. Maibauer has served as President of Rochester Hills Orthopaedics in Rochester, Michigan. Term expires 2004.

Robert R. Peleman, MD, 45. Since 1987, Dr. Peleman has been employed as an anesthesiologist with Macomb Anesthesia P.C., Mt. Clemens, Michigan, and as head of the anesthesiology department at St. Joseph's Hospital in Mt. Clemens, Michigan. Term expires 2005.


Russell M. Shelton, 54. Since 1967, Mr. Shelton has been Chief Executive Officer and President of Shelton Pontiac-Buick, Inc., an automobile dealership located in Rochester Hills, Michigan. Term expires 2005.

J. William Sumner, 59. Has been Chairman of the Board of Directors and Chief Executive Officer of Michigan Community Bancorp Limited since February 2002. Since 1989, Mr. Sumner has been President of Health Management Systems located in Eastpointe, Michigan. Health Management Systems provide employee health care administration and behavioral health programs to various businesses nationwide. Mr. Sumner is also a member of the Employee Assistance Professionals Association and the St. John Hospital Men's Guild. NOMINEE.

Jeff Tamaroff, 48. Since 1983 Mr. Tamaroff has served as President of Jeffrey Buick-Nissan, Tamaroff Dodge and Tamaroff Buick, automobile dealerships in Southfield and Roseville, Michigan. Term expires 2004.



Upon the recommendation of the Audit Committee, the Board of Directors has appointed Rehmann Robson to serve as independent public accountants of Michigan Community Bancorp for its fiscal year ending December 31, 2003. The Board seeks to have the shareholders ratify the appointment of Rehmann Robson. Rehmann Robson has served as the independent public accountants of Michigan Community Bancorp Limited since December 5, 2002.

On October 8, 2002, the Corporation was notified by Plante & Moran, LLP of its decision to resign as the Corporation's independent public accountants. Plante & Moran has not included, in either of the past two years, an adverse opinion or a disclaimer of opinion, or a qualification or modification as to uncertainty, audit scope or accounting principles, with respect to financial statements of the Corporation. During the two most recent fiscal years of the Corporation ended December 31, 2001, and the subsequent interim periods through October 8, 2002, there were no disagreements between the Company and Plante & Moran, LLP on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to Plante & Moran's satisfaction would have caused Plante & Moran to make reference to the subject matter of the disagreement in connection with its reports.


During 2002, aggregate fees billed or to be billed for professional services rendered by Rehmann Robson for the audit of the Company's annual consolidated financial statements for the fiscal year ended December 31, 2002 and the review of financial statements included in the quarterly form 10-Q's filed with the SEC for that fiscal year were approximately $50,000.


No professional services were rendered by Rehmann Robson for the year ended December 31, 2002, with respect to, directly or indirectly, operating or supervising the operations of, the Company's information systems or managing the Company's local area network or designing or implementing hardware or software that aggregates source data underlying the financial statements or generates information that is significant to the company's financial statements taken as a whole.


The aggregate fees billed for services rendered by Rehmann Robson for services not covered under the two preceding captions were $9,000. These fees were for services related to information systems risk assessment and network review.

The Company's Audit and Compliance Committee has concluded that the provision of services covered under the Caption "All Other Fees" is compatible with Rehmann Robson maintaining its independence.

Plante Moran served as the independent public accountants of Michigan Community Bancorp Limited since its inception in January 1998 until October 8, 2002. During 2002, MCB paid Plante & Moran approximately $26,000 for audit fees and $10,000 for all other fees.



The Board of Directors met 15 times during 2002. The Board of Directors of the Corporation has also established audit and compensation committees. The Audit Committee met twice during 2002 and the Compensation Committee did not meet during 2002. All of the Directors attended in excess of 75% of the aggregate of the total number of meetings of the Board of Directors of the Corporation and the total number of meetings held by all Committees of the Board of Directors of the Corporation on which they served during 2002.


The Audit Committee is responsible for reviewing with management the financial controls, accounting, audit and reporting activities. The Audit Committee reviews the qualifications of the independent auditors, makes recommendations to the Board of Directors regarding the selection of independent auditors, reviews the scope, fees and results of any audit and reviews non-audit services provided by the independent auditors. The Audit Committee is also responsible for reviewing any transactions between Michigan Community Bancorp and its directors, officers, or significant shareholders. The members of the Audit Committee are Messrs. Davison, Hernandez, Lentine and Tamaroff.


The Compensation Committee is responsible for the administration of all salary and incentive compensation plans for the officers and key employees of the Corporation, including bonuses. The Compensation Committee also administers the Corporation's 1998 Employee Stock Option Plan and the 1998 Non-Employee Director Stock Option Plan. The members of the Compensation Committee are Messrs. Peleman, Shelton, and Tamaroff.